R03-109RESOLUTION NO. R03- IOq
A RESOLUTION OF THE CITY OF BOYNTON
BEACH, FLORIDA, APPROVING THE
RENEGOTIATION OF A ONE YEAR CONTRACT
IN THE AMOUNT OF $89,800.00 FOR FINANCIAL
AUDITING SERVICES TO CALER, DONTEN,
LEVINE, DRUKER, PORTER & VEIL, P.A. FOR
THE FISCAL YEAR ENDING SEPTEMBER 30,
2003; AUTHORIZING THE EXECUTION OF A
CONSULTANT AGREEMENT BETWEEN THE
PARTIES; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, on June 17, 2003, Procurement Services presented to the City
Commission a recommendation to award the "Three Year Contract for Financial
Auditing Services (RFP #061-1410-03/CJD) to Caler, Donten, Levine, Druker, Porter
Veil, P.A.; and
WHEREAS, the time was pulled from the Consent Agenda and the
Commission approved a motion to award the auditing services as a one (1) year
:ontract; and
WHEREAS, subsequently, Financial Services met with representatives of
Zaler, Donten, Levine, Druker, Porter & Veil, P.A., and an agreement was reached
>etween the parties for financial auditing services for the fiscal year ending
September 30, 2003.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY
COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
Section 1. The City Commission of the City of Boynton Beach, Florida,
hereby approves the renegotiation of a one year contract in the amount of $89,800.00
S:\CA\RESO~Agreements\Bid Awards~Award of RFP - Financial Services070803.doc
for Financial Auditing Services to Caler, Donten, Levine, Druker, Porter & Veil, P.A.,
for the fiscal year ending September 30, 2003.
Section2. That the City Manager is hereby directed to execute a
Consultant Agreement between the City of Boynton Beach and Caler, Donten,
Levine, Druker, Porter & Veil, P.A., a copy of which is attached hereto.
Section 3. That this Resolution shall become effective immediately.
PASSED AND ADOPTED this Itl' day of July, 2003.
ATTEST:
~.~ May°r/ ' ~~
Commissioner
S:\CA\RESO'~,greements\Bid Awards~Award of RFP - Financial Services070803.doc
CONSULTANT AGREEMENT
THIS AGREEMENT, entered into this 15th day of July, 2003, between the City of Boynton
Beach, a political subdivision of the State of Florida, hereinafter referred to as the "CITY", and
CALER, DONTEN, LEVINE, DRUKER, PORTER & VEIL, P.A., a Florida Corporation,
authorized to do business in the State of Florida, hereinafter referred to as the "AUDITOR".
1. SCOPE OF EXAMINATION:
(a)
The AUDITOR will audit the CITY'S _~_~t~.,,.,,~ financial
statements in accordance with generally accepted auditing standards,
Section 11.45, Florida Statutes, and Chapter 10.550 of the rule of the
Auditor General.
(b)
The scope of the audit shall include all entities operating under the CITY
and all audits now required by State and Federal authorities, including
those under the Single Audit Act of 1984 (compliance audits).
(c)
The financial and compliance audits shall be in accordance with all State
and Federal laws and regulations relating to audit standards, requirements
and guidelines.
2. TERM:
The term of the agreement shall be for the period of one (1) year to cover the
fiscal year ended September 30, 2003.
TIMING OF THE WORK:
(a)
AUDITOR shall use reasonable efforts, subject to laws, regulations and
professional standards applicable to complete the services required in
accordance with dates to assure completion for the Comprehensive Annual
Financial Report (CAFR) for meritorious review, but no later than the time
allocated by Section 11.45 Florida Statutes and Chapter 10.550 of the rules
of the Auditor General.
(b)
CITY understands that the proper and timely completion of AUDITOR'S
services hereunder require the reasonable cooperation of CITY, its
agencies, and their respective officers, directors, employees, other
personnel and agents. CITY agrees to provide all such reasonable
cooperation requested by AUDITOR and agrees to be responsible for the
performance of the officers, directors, employees, other personnel and
agents of the CITY and its agencies. Failure to provide the assistance
agreed to by the AUDITOR and CITY at the commencement of or during
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(c)
audit field work shall be cause for extension of deadlines and/or additional
compensation to the AUDITOR at the average hourly rate stipulated in the
contract.
AUDITOR may make reasonable use of CITY data processing facilities to
perform testing and sampling techniques in connection with the audit, with
the realization that data personnel must be given consideration to
effectively perform day-to-day requirements.
COMPENSATION:
(a) Compensation for the audits, as defined in Section 1, shall be
$ 89~800.00.
(b)
AUDITOR will invoice the CITY for work performed under this agreement
for Fiscal Year 2003 on the basis of the percentage of the work completed.
AUDITOR'S final invoice shall indicate the distribution of the total fee to the
various fund accounts as requested by the Finance Department. It is expressly
understood that any incidental or out-of-pocket costs incurred by AUDITOR
are covered by the total compensation and are not to be billed separately.
Invoices received from the AUDITOR pursuant to this agreement will be
reviewed and approved by the Finance Department, indicating that services
have been rendered in conformity with the agreement.
5. CHANGES IN SERVICES:
CITY and AUDITOR recognize that the scope of services and compensation
under this agreement are predicated upon current audit requirements imposed by
laws, regulations and professional standards relating to such services. CITY and
AUDITOR further recognize that the scope of services and compensation under
this agreement are predicated upon expectations of reasonable cooperation with
AUDITOR by CITY pursuant to this agreement, and the absence of any
irregularities or extraordinary circumstances which might necessitate the
extension of audit services beyond the normal scope of auditing services.
Should irregularities, the absence of such reasonable cooperation, increase in the
level of services required under applicable law, regulations or professional
standards, or other unforeseen conditions be encountered which might necessitate
the extension of auditing work beyond the scope of normal auditing procedures,
AUDITOR agrees to advise CITY promptly in writing of the circumstances and to
request an equitable adjustment in the maximum fee before significant additional
time is incurred by AUDITOR. Any such requests for adjustments shall be in
writing and shall contain a detailed explanation of why the adjustments are
necessary.
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CITY and AUDITOR agree to negotiate in good faith to determine an equitable
adjustment in the maximum fee. Should CITY and AUDITOR be unable to agree
upon an equitable adjustment within 14 days of AUDITOR'S written request, or
such other tie period as agreed upon in writing by CITY and AUDITOR, either
party may, notwithstanding any other provision in the agreement, terminate this
agreement upon seven (7) days notice to the other party. CITY shall be liable for
time charges actually incurred by AUDITOR except for any such additional time
which has been included as a result of the circumstances necessitating adjustment.
The AUDITOR'S rate to be used to determine a price adjustment increase will be
based on the agreed schedule above for accounting and auditing work.
6. ADDITIONAL SERVICES:
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In the event that the CITY and AUDITOR mutually agree that AUDITOR will
provide additional services, the terms and total fee will be negotiated separately
for each proposed project.
CONSULTATION WITH AUDITOR GENERAL AND COGNIZANT
AGENCY:
CITY expressly permits AUDITOR to consult with the Auditor General of the
State of Florida and the federally designated "Cognizant Agency" on any matter
pertaining to the Audit which, in the judgement of the AUDITOR, would be
important to the conduct of its audit or its report on the results hereof.
TRUTH-IN-NEGOTIATION CERTIFICATE:
Signature of this agreement by the AUDITOR shall act as the execution of truth-
in-negotiation certificate certifying that the estimated time charges and expense
used to determine the compensation provided for in this agreement are accurate,
complete and current as of the date of this agreement.
FIELD WORK:
Planning of the audit field work should commence immediately after the
execution of this professional services agreement. AUDITOR shall use
reasonable efforts, subject to laws, regulations and professional standards
applicable to the services hereunder to complete the field work at such time
necessary to meet the timing requirements.
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10.
11.
PREPARATION OF FINANCIAL STATEMENTS:
(a)
The statements to be audited will be prepared by Finance Department in
accordance with generally accepted accounting principles. AUDITOR will
submit any proposed adjusting journal entries to the Finance Department
for approval in a timely manner.
(b)
CITY understands and agrees that the underlying books and records of
account must be properly closed as required by Florida Statutes to
maintain the independence of the AUDITOR and allow the AUDITOR
reasonable time to meet the completion dates of the audit.
SUPPORT PERSONNEL:
Throughout the audit engagement, support personnel will be made available by
CITY to provide assistance for tasks, such as identifying locations of required
records and documentation and gathering needed records and supporting
information, with the realization that support personnel must be given
consideration to effectively perform day-to-day requirements.
12.
13.
CANCELLATION OF AGREEMENT:
Either CITY or AUDITOR may cancel this agreement by written notice to the
other party given not later than seven (7) calendar months prior to the end of the
fiscal year next subject to audit. The parties agree that such cancellation on its
part shall be only for cause and after appropriate discussion with the other party.
Notwithstanding the foregoing paragraph of this section, AUDITOR may resign or
CITY may terminate AUDITOR as CITY'S auditor and terminate this agreement
at any time as required in accordance with the laws, regulations and professional
standards applicable to the type of services provided under this agreement.
EXCUSABLE DELAYS:
The AUDITOR shall not be considered in default by reason of any failure in
performance if such failure arises out of causes reasonably beyond the
AUDITOR'S control and without its fault or negligence. Such causes may
include, but are not limited to: acts of God; the CITY'S omissive and commissive
failure; natural or public health emergencies; labor dispute; and severe weather
conditions.
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15.
16.
17.
18.
CONTINGENT FEES:
The AUDITOR warrants that it has not employed or retained any company or
person to solicit or secure this agreement and that it has not paid or agreed to pay
any person, company, corporation, individual or firm, other that a bona fide
employee working solely for the AUDITOR, any fee, commission, percentage,
gift, or any other consideration contingent upon or resulting from the award or
making the agreement.
NON-DISCRIMINATION:
The AUDITOR warrants and represents that all of its employees are treated
equally during employment without regard to race, color, religion, sex, age, or
national origin.
INDEPENDENT CONSULTANT RELATIONSHIP:
The AUDITOR is, and shall be, in the performance of all work services and
activities under this agreement, an Independent Contractor, and not an employee,
agent, or servant of the CITY. All persons engaged in any of the work or services
performed pursuant to this agreement shall, at all times and in all places, be
subject to the AUDITOR'S sole direction, supervision and control.
The AUDITOR shall exercise control over the means and manner in which it and
its employees perform the work, and in all respects, the AUDITOR'S relationship
and the relationship of its employees to the CITY shall be that of an Independent
Contractor and not as employees or agents of the CITY.
The AUDITOR does not have the power or authority to bind the CITY in any
promise, agreement or representation other than specifically provided for in this
agreement.
SEVERABILITY:
If any term or provision of this agreement, or the application thereof to any person
or circumstance shall, to any extent, be held invalid or unenforceable, the
remainder of this agreement or the application of such terms or provisions, to
persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected, and every other term and provision of this
agreement shall be deemed valid and enforceable to the extent permitted by law.
ENTIRETY OF CONTRACTUAL AGREEMENT:
The CITY and the AUDITOR agree that this agreement sets forth the entire
agreement between the parties, and that there are no promises or understandings
other than those stated herein. None of the provisions, terms and conditions
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20.
21.
22.
contained in this agreement may be added to, modified, superseded or otherwise
altered, except by written instrument executed by the parties hereto.
AMENDMENTS AND MODIFICATIONS:
No amendments and/or modifications of this agreement shall be valid unless in
writing and signed by each of the parties.
NOTICE:
All notices required in this agreement shall be considered delivered when received
by certified mail, return receipt requested, or personal delivery and if sent to the
CITY, shall be mailed to:
Diane Reese, Director
Finance Department
100 East Boynton Beach Blvd.
Boynton Beach, FL 33435
and if sent to the AUDITOR, shall be mailed to:
Firm:
Contact:
Address:
Caler, Donten, Levine, Druker, Porter, & Veil, P.A.
Scott L. Porter
505 S. Flagler Drive, suite 900
West Palm Beach, FL 33401
AUDITOR'S PROPRIETARY INFORMATION AND WORKPAPERS:
All work papers of AUDITOR shall remain the property of AUDITOR. In
addition, to the extent that AUDITOR utilizes any of its property (including,
without limitation, any hardware or software of AUDITOR or any proprietary or
confidential information or trade secrets of AUDITOR) in performing the services
hereunder, such property shall remain the property of AUDITOR and the CITY
shall acquire no right or interest in such property.
INDEMNIFICATION: Consultant shall indemnify, defend and hold harmless
the City, its offices, agents and employees, from and against any and all claims,
losses or liability, or any portion thereof, including attorneys fees and costs,
arising from injury or death to persons, including injuries, sickness, disease or
death to Consultant's own employees, or damage to property occasioned by a
negligent act, omission or failure of the Consultant during the time period this
contract is in effect.
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23. INSURANCE:
The AUDITOR shall obtain all insurance required by the CITY as shown on
Attachment 'A' which becomes a part of this agreement. The insurance must
remain in force throughout the terms of this agreement.
WHEREFORE, the parties have signed this agreement on the date first above written.
CITY OF BOYNTON BEACH
City Manager
CALER, DONTEN, LEVINE, DRUKER,
PO~P.A.
Auditing Firm
Attest/Authenticated:
Office of tl~e City Attorney
Title
(Corporate Seal)
Attest/Authenticated:
Secretary
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City of Boynton Beach
Risk Management Division
INSURANCE ADVISORY FORM
ATTACHMENT A
Automobile Liability Any Auto
All Owned Autos
Scheduled Autos
Hired Autos
Non-Owned Autos
PIP Basic
Intermodal
Under the terms and conditions of all contracts, leases, and agreements, the City requires appropriate coverages listing the City of
Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as "Certificate
Holder" and "The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing
insurance coverages must have a current rating by A.M. Best Co. of "B+" or higher. (NOTE: An insurance contract or binder
may be accepted as proof of insurance if Certificate is provided upon selection of vendor.) The following is a list of types of
insurance required of contractors, lessees, etc., and the limits required by the City: (NOTE: This list is not all inclusive, and
the City reserves the right to require additional types of insurance, or to raise or lower the stated limits, based upon
identified risk.)
TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED
General Liability General Aggregate $1,000,000.00
Commercial General Liability Products-Comp/Op Agg. $1,000,000.00
Owners & Contractor's Protective (OCP) Personal & Adv. Injury $1,000,000.00
Liquor Liability Each Occurrence $1,000,000.00
Professional Liability Fire Damage (any one fire) $ 50,000.00
Employees & Officers Med. Expense (any one person) $ 5,000.00
Pollution Liability
Asbestos Abatement
Lead Abatement
Broad Form Vendors
Premises Operations
Underground Explosion & Collapse
Products Completed Operations
Contractual
Independent Contractors
Broad Form Property Damage
Fire Legal Liability
Combined Single Limit $ 500,000.00
Bodily Injury (per person) to be determined
Bodily Injury (per accident) to be determined
Property Damage to be determined
Trailer Interchange $ 50,000.00
Garage Liability Auto Only, Each Accident $1,000,000.00
Any Auto Other Than Auto Only $ 100,000.00
Garage Keepers Liability Each Accident $1,000,000.00
Aggregate $1,000,000.00
Excess Liability Each Occurrence to be determined
Umbrella Form Aggregate to be determined
Worker's Compensation Statutory Limits
Employer's Liability Each Accident $ 100,000.00
Disease, Policy Limit $ 500,000.00
Disease Each Employee $ 100,000.00
Property
Homeowners Revocable Permit $ 300,000.00
Builder's Risk Limits based on Project Cost
Other- As Risk Identified to be determined
INSURANCEADVISORYFORM04 Revised 10/2001