HomeMy Public PortalAbout2000 Services for the FY ending 2000 and 2001.tifRESOLUTION NO. 2000-42
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA; AUTHORIZING
THE VILLAGE MANAGER TO APPROVE THE ATTACHED
AGREEMENT ON BEHALF OF THE VILLAGE WITH
RACHLIN, COHEN & HOLTZ, LLP FOR AUDITING
SERVICES; PROVIDING FOR AN EFFECTIVE DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA AS FOLLOWS:
Section 1. Rachlin, Cohen & Holtz, LLP will audit the general purpose financial statements of the
Village as of and for the fiscal years ended September 30, 2000, and 2001.
Section 2. That the objective is to provide management with reasonable, but not absolute,
assurance that assets are safeguarded against loss from unauthorized use or disposition, that transactions
are executed in accordance with management's authorization and recorded properly to permit the
preparation of general purpose financial statements in accordance with generally accepted accounting
principles.
Section 3. That the Village Manager is hereby authorized to execute the attached Agreement, on
behalf of the Village, with Rachlin, Cohen & Holtz, LLP, Certified Public Accountants & Consultants in
a letter dated August 7, 2000.
Section 4. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this 29th day of August , 2000.
S
CONCHITA H. ALVAREZ, CMC, VILLAGE CL
APPROVED AS TO FORM AND LEGAL SUI-I-ICIE
RICHARD JAY WEISS, VILLAGE ATTORNEY
QRtv1�
MAYOR JOE I. RASCO
VILLAGE OF KEY BISCAYNE
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into this day of September , 2000, by
and between the VILLAGE OF KEY BISCAYNE (the "VILLAGE ) and h acnlin Cohen &
Holtz LLP , a Florida Corporation, (the "CONSULTANT").
RECITALS:
The VILLAGE wants to engage the CONSULTANT to perform certain professional services
in conjunction with Auditing services for fiscal years ended 2000 and 2001 (the "Project").
The CONSULTAN I wants to provide such services.
In consideration of the mutual covenants set forth in this Agreement, the parties agree as
follows:
1. Scope of Services
The CONSULTANT agrees to provide services in conjunction with the Project more
specifically described in Exhibit "A" attached and made part of this Agreement upon
the written authorization of the Village Manager to do so.
2. Fees for Services
The CONSULTANT agrees to charge the VILLAGE, and the VILLAGE agrees to pay
the CONSULTANT for services as shown in Exhibit "A".
Fees shall be due and payable monthly. The amount due shall be that part of the
assignment performed by the CONSULTANT during the preceding months.
3. Term
The term of this Agreement shall be two (2) years, (FY 2000 and FY 2001) unless
earlier terminated pursuant to paragraph eight or extended by written amendment to
this Agreement.
4. General Terms and Conditions
All original sketches, tracings, drawings, computations, details, design calculations,
work papers and other documents and plans that result from the CONSULTANT
providing services shall herein be the property of the VILLAGE. Upon termination of
this Agreement, or upon request of the VILLAGE during the term of this Agreement,
any and all such documents shall be delivered to the VILLAGE by the CONSULTANT.
5. Insurance
The CONSULTANT shall at all times carry the following insurance at the stated
minimum amounts:
Professional Liability 51,000,000
Workers Compensation 500,000
Public Liability and Property Damage 1,000,000
Automotive Liability and Property Damage 1.000.000
The VILLAGE shall be named as an additional insured on all of the above insurance
policies. Each insurance policy shall state that it is not cancelable without written
notice to the VILLAGE 30 days prior to the effective date of said cancellation.
6. Assignment
This Assignment shall not be assignable by the CONSULTANT.
7. Prohibition Against Contingent Fees
The CONSULTANT warrants that it has not employed or retained any company or
person, other than a bonafide employee working solely for the CONSULTANT, to
solicit or secure this Agreement, and that it has not paid or agreed to pay any
person(s), company, corporation, individual or firm, other than a bona fide employee
working solely for the CONSULTANT any fee, commission, percentage, gift or any
other consideration, contingent upon or resulting from the award or making of this
Agreement.
8. Termination
This Agreement may be terminated by the VILLAGE upon ten days written notice with
or without cause and by the CONSULTANT upon 45 days written notice with or
without cause. If this Agreement is terminated, the CONSULTANT shall be paid for
all acceptable work performed up to the date of termination.
9. Nonexclusive Agreement
The services to be provided by the CONSULTANT pursuant to this Agreement shall
be nonexclusive and nothing herein shall preclude the VILLAGE from engaging other
firms to perform the same or similar services for the benefit of the VILLAGE within the
VILLAGE's sole and absolute discretion.
10. Entire Agreement
The parties hereby agree that this is the entire Agreement between the parties. This
Agreement cannot be amended or modified without the express written consent of the
parties.
11. Additional Services
Additional services shall be authorized by the VILLAGE in writing in advance and paid
for on a time charge basis at the hourly rates agreed to prior to the work being
performed.
12. Warranties of CONSULTANT
The CONSULTANT hereby warrants and represents that all times during the term of
this Agreement it shall maintain in good standing all required licenses, certifications
and permits required under federal. state and local laws necessary to perform the
specified services. All work to be performed by CONSULTANT under this Agreement
shall be diligently performed in a professional, businesslike manner
13. Attorneys Fees
In connection with any litigation arising out of this Agreement, the prevailing party
shall be entitled to recover reasonable attorneys' fees and court costs, including such
fees and costs incurred in trial and appellate proceedings. The parties recognize that
other provisions of this Agreement provide consideration for this provision.
14. Notices
All notices and communications to the VILLAGE shall be in writing and shall be
deemed to have been properly given if transmitted by registered or certified mail or
hand delivery. All notices and communications shall be effective upon receipt.
Notices shall be addressed as follows:
VILLAGE:
With a copy to:
CONSULTANT:
C. Samuel Kissinger
Village Manager
Village of Key Biscayne
85 West McIntyre Street
Key Biscayne, FL 33149
Richard J. Weiss, Esquire
Village Attorney
Weiss Serota Helfman
Pastoriza & Guedes, P.A.
2665 South Bayshore Drive, Suite 420
Key Biscayne, FL 33149
Rachlin Cohen & Holtz LLP
One Southeast Third Avenue
Tenth Floor
Miami, FL 33131
14. Governing Law
This Agreement shall be constructed in accordance with the laws of the State of
Florida. Venue for any litigation arising out of this Agreement shall be in the Florida
State Courts in Miami -Dade County Florida. The parties hereby expressly waive any
right to a trial by jury.
15. Indemnification
The CONSULTANT shall, at all times hereafter, indemnify and hold harmless the
VILLAGE, its agents. servants and employees from and against any claim demand
or cause of action of any kind or nature (including reasonable attorney fees) arising
out of negligent act, error or omission of CONSULTANT, its agents, servants, or
employees in the performance of services under this Agreement.
The VILLAGE shall indemnify and save harmless and defend the CONSULTANT,
its agents, servants, and employees from and against any claim, demand or cause
of action of whatsoever kind or nature arising out of negligent act, error or omission
of the VILLAGE, its agents, servants, or employees in the performance of services
under this Agreement, only to the extent permitted by law.
16. Relationship of Parties
Nothing contained in this Agreement shall be deemed or construed to create the
relationship of principal and agent or of partnership or of joint venture or of any
association whatsoever between CONSULTANT and VILLAGE, it being expressly
understood and agreed that the relationship created by this Agreement is that of an
independent contractor.
IN WITNESS WHEREOF, the parties hereto have accepted, made and executed this
Agreement upon the terms and conditions above stated on the day and year first above
written.
CONSULTANT:
Rachlin Cohen & Holtz LLP
One Southeast Third Avenue
Tenth Floor
Miami, FL 33131
By:
Attest:
Authorized by Resolution 2000-42
VILLAGE:
Village of Key Biscayne
85 West McIntyre Street
Key Biscayne, FL 33149
EXHIBIT A
Racilin Cohen & E oltz LLP
Certified Public Accountants & Consultants
August 7, 2000
Mr. Sam Kissinger
Village Manager
Village of Key Biscayne
85 West McIntyre Street
Key Biscayne, Florida 33149
Dear Sam:
We are pleased to confirrll our understanding of the services we are to provide the Village of Key Biscayne
(the Village). We will audit the general purpose financial statements of the Village as of and for the fiscal
years ended September 30, 2000, and 2001.
The objective of our audit is the expression of an opinion as to whether your general purpose financial
statements are fairly presented, in all matenal respects, in conformity with generally accepted accounting
principles Our audit will be conducted 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, and will include tests of the accounting records of the Village and other
procedures we consider necessary to enable us to express such an opinion If our opinion on the general
purpose financial statements is other than unqualified, we will fully discuss the reasons with you in
advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed
an opinion, we may decline to express an opinion or to issue a report as a result of this engagement
We will also provide reports (that do not include opinions) on internal control related to the financial
statements and compliance with laws, regulations, and the provisions or grant agreements, noncompliance
with, which could have a matenal effect on the financial statements as required by Government Auditing
Standards
Management is responsible for establishing and maintaining internal control and for compliance with laws,
regulations, contracts, and ag: emen ., I fi 1± in-ig 11-ns respcnsibility, and pidgments by
management are required to assess the expected benefits and related costs of the controls The objectives of
internal control are to provide management with reasonable, but not absolute, assurance that assets are
safeguarded against loss from unauthonzed use or disposition, that transactions are executed in accordance
with management's authonzations and recorded properly to penrut the preparation of general purpose
financial statements m accordance with generally accepted accounting principles
Management is responsible for making all financial records and related information available to us We
understand that you will provide us with such information required for our audit and that you are
responsible for the accuracy and completeness of that information. We will advise you about appropnate
accounting pnnciples and their application and will assist in the preparation of your financial statements.
but the responsibility for the financial statements remains with you That responsibility includes the
establishment and maintenance of adequate records and effective internal control over financial reporting,
the selection and application of accounting pnnciples. and the safeguarding of assets
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Mr Sam Kissinger
Village of Key Biscayne
August 7, 2000
Page 2
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements; therefore, our audit will involve judgment about the number of transactions to be
examined and the areas to be tested We will plan and perform the audit to obtain reasonable rather than
absolute assurance about whether the financial statements are free of matenal misstatement, whether
caused by error or fraud. Because of the concept of reasonable assurance and because we will not perform
a detailed examination of all transactions, there is a risk that a material misstatement may exist and not be
detected by us. In addition, an audit is not designed to detect errors, fraud, or other illegal acts that are
immaterial to the general purpose financial statements. However, we will inform you of any matenal errors
and any fraud that comes to our attention. We will also inform you of any other illegal acts that come to
our attention, unless clearly inconsequential. Our responsibility as auditors is limited to the penod covered
by our audit and does not extend to matters that might arise during any later penods for which we are not
engaged as auditors.
Our procedures will include tests of documentary evidence supporting the transactions recorded m the
accounts, and may include tests of the physical existence of inventories, and direct confirmation of
receivables and certain other assets and liabilities by correspondence with selected individuals, creditors,
and financial institutions. We will request written representations from your attorneys as part of the
engagement, and they may bill you for responding to this inquiry At the conclusion of our audit, we will
also require certain written representations from you about the financial statements and related matters
Identifying and ensuring that the Village complies with laws, regulations, contracts, and agreements is the
responsibility of management As part of obtaining reasonable assurance about whether the general
purpose financial statements are free of material misstatement, we will perform tests of the Village's
compliance with applicable laws and regulations and the provisions of contracts and agreements However,
the objective of our audit will not be to provide an opinion on overall compliance and we will not express
such an opinion_
In planning and performing our audit, we will consider the internal control sufficient to plan the audit in
order to determine the nature, timing, and extent of our auditing procedures for the purpose of expressing
our opinion on the Village's general purpose financial statements.
We will obtain an understanding of the design of the relevant controls and whether they have been placed in
operation, and we will assess control nsk Tests of controls may be performed to test the effectiveness of
certain controls that we consider relevant to preventing and detecting errors and fraud that are matenal to
the general purpose financial statements and to preventing and detecting misstatements resulting from
illegal acts and other noncompliance matters that have a direct and material effect on the general purpose
financial statements. (Tests of controls are required only if control nsk is assessed below the maxunum
level ) Our tests, if performed, will be less in scope than would be necessary to render an opinion on
internal control and, accordingly, no opinion will be expressed.
Mr Sam Kissinger
Village of Key Biscayne
August 7, 2000
Page 3
An audit is not designed to provide assurance on internal control or to identify reportable conditions
However; we will inform the governing body or audit committee of any matters involving internal control
and its operation that we consider to be reportable conditions under stand;irds established by the American
Institute of Certified Public Accountants. Reportable conditions involve matters coming to our attention
relating to significant deficiencies in the design or operation of the internal control that, in our judgment,
could adversely affect the entity's ability to record_ process_ summarize, and report financial data consistent
with the assertions of management in the general purpose financial statements
We understand that your employees will prepare all cash or other confirmations we request and will locate
any invoices selected by us for testing.
The workpapers for this engagement are the property of Rachlin Cohen & Holtz LLP and constitute
confidential information. However, we may be requested to make certain workpapers available to
regulatory agencies pursuant to authority given to it by law or regulation. If requested, access to such
work -papers will be provided under the supervision of Rachlin Cohen & Holtz LLP personnel Furthermore,
upon request, we may provide photocopies of selected workpapers to the regulatory agency The
regulatory agency may intend, or decide, to distnbute the photocopies or information contained therein to
others, including other governmental agencies
Our fees for these services are estimated to be $35,000 for the year ending September 30, 2000, and
536,700 for the year ending September 30, 2001 Our standard hourly rates vary according to the degree
of responsibility involved and the experience level of the personnel assigned to your audit. Our invoices for
these fees will be rendered as the work progresses and are payable on presentation In accordance with our
Firm's policies, should any invoices remain unpaid for more than 30 days, we reserve the nght to defer
providing any additional services until all outstanding invoices are paid. The above fee is based on
anticipated cooperation from your personnel and the assumption that unexpected circumstances will not be
e:...0 nt erect du:m tlac,audit If . ztre-:..nr-v. we will discuss it with you and
arnve at a new fee estimate before we incur the additional costs If additional time is necessary due to an
increase in the number of funds (i.e., increase in level of services provided by the Village), significant
changes in Governmental Accounting Standards Board Pronouncements and other similar matters that are
not contemplated by this letter, we will discuss these matters with you prior to commencement of the work.
The Village will be required to implement Governmental Accounting Standards Board Statement No 34,
Basic Fznanczal Statements — and i4fanagement's Discussion and Rnalvsrs -- For State and Local
Governments, for the fiscal year ending September 30, 2003 Your auditors need to be involved in the
implementation process As a result, there will be consultation and communication between the Village and
Rachiin Cohen & Holtz regarding implementation efforts. We estimate that fees for these services will
range from $2,000 to 53,000 depending on the degree and nature of the consultation requested by the
ViilaTe Our fees for this engagement will be based on the number of hours at our standard billing rates
required to perform these semces.
Mr_ Sam Kissinger
Village of Key Biscayne
August 7, 2000
Page 4
If the Village is required to have a Single Audit performed in accordance with generally accepted auditing
standards; the standards for financial audits contained in Government Auditing Standards, issued by the
Comptroller General of the United States; the Single Audit Act Amendments of 1996, and the provisions of
OMB Circular A -I33, Audits of States, Local Governments, and Non -Profit Organizations, during the
periods covered by this letter, :ve will prepare an addendum to this letter indicatnig the additional services
and fees necessary to complete the engagement If additional services are required or requested as a result
of the Village receiving grant funds under the Florida Appropriations Act, we will prepare an addendum to
this letter indicating the additional services and fees necessary to complete the engagement.
We appreciate the opportumty to be of continued service to you and believe this letter accurately
summarizes the significant terms of our engagement. If you have any questions, please let us know If you
agree with the terms of our engagement as described in this letter, please sign the enclosed copy and return
it to us
S incerely,
Jerry Chiocca, CPA
Director - Miami
Enclosure
APPROVED:
This letter correctly sets forth the understanding of Village of Key Biscayne
Signed
Title
Date
11 a,o o -D
F ',00' 49`v49940\Government eng Itr