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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 me `✓vu±ea_- Third Avenue Tenn Fi a r, Al a ni F'onaa 33i_31 • Tel 30-37 -'='S • Fay 1,61:-377-3331 Or.:ces iP V`tiam: • Ft i audercale • BoC3 Raton • t,A'esr Palm 32cc`l • 'i.,ivari arum Vim^item n'ur^m t 1nr•m3 erct .It7 or,, ,n ornaoal ,soon 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