R06-106
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3 RESOLUTION NO. R06- lob
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5 A RESOLUTION OF THE CITY OF BOYNTON
6 BEACH, FLORIDA, APPROVING THE AWARD OF A
7 FIVE (5) YEAR CONTRACT FOR FINANCIAL
8 AUDITING SERVICES TO NOWLEN, HOLT &
9 MINER, P.A. FOR THE FISCAL YEARS ENDING
10 SEPTEMBER 30, 2006, 2007, 2008, 2009 AND 2010;
11 AND PROVIDING AN EFFECTIVE DATE.
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13 WHEREAS, on May 10, 2006, Procurement Services opened and tabulated four
14 (4) proposals to the RFP #034-1410-06/CJD for "Financial Auditing Services"; and
15 WHEREAS, after review and evaluation it has been determined appropriate by
16 staff to recommend award of this RFP to Nowlen, Holt & Miner, P.A., of West Palm
17 Beach, Florida whose RFP was the most responsive responsible proposer that met all the
18 criteria; and
19 WHEREAS, upon recommendation of staff, the City Commission of the City of
20 Boynton Beach does hereby approve the award of RFP #034-1410-06/CJD to Nowlen,
21 Holt & Miner, P.A. of West Palm Beach, Florida.
22 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
23 OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
24 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
25 being true and correct and are hereby made a specific part of this Resolution upon adoption
26 hereof.
27 Section 2. The City Commission of the City of Boynton Beach, Florida,
28 hereby approves the award of a five (5) year contract for Financial Auditing Services to
29 Nowlen, Holt & Miner, P.A., for the fiscal years ending September 30,2006,2007,2008,
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1 2009 and 2010.
2 Section 3. That the City Manager is hereby directed to execute a Contract
3 ; Ibetween the City of Boynton Beach and Nowlen, Holt & Miner, P.A., a copy of which is
4 , 'attached hereto.
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5 Section 4. That this Resolution shall become effective immediately.
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7 PASSED AND ADOPTED this 6lo day of June, 2006.
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20 mmissioner - M cC Y
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23 Commissioner - Muir C. Ferguson
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25 ATTEST:
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~O"-IOfo
CONSUL T ANT AGREEMENT FOR
"FIVE YEAR CONTRACT FOR FINANCIAL AUDITING SERVICES"
THIS AGREEMENT, entered into this 20th day of June. 2006. between the City of
Boynton Beach, a political subdivision of the State of Florida, hereinafter referred to as
the "CITY", and NO\VLEN. HOLT & MINER, 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 general purpose 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 five (5) years to cover
the fiscal years September 30, 2006, September 30,2007, September 30,
2008, September 30, 2009 and September 30, 2010, unless terminated
earlier as provided herein.
3. 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
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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
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.
(c) 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.
4. COMPENSATION:
( a) Compensation for the audits, as defined in Section 1, shall be
as follows: FYE 09/30/06 Audit $86,000.00
FYE 09/30/07 Audit $89,000.00
FYE 09/30/08 Audit $92,000.00
FYE 09/30/09 Audit $95,000.00
FYE09/30/1 0 Audit $98,000.00
(b) AUDITOR will invoice the CITY for work performed under this
agreement for Fiscal Year 2006 and each succeeding year on the basis of
the percentage ofthe work completed. AUDITOR'S final invoice shall
indicate the distribution ofthe 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.
(c) 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
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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.
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.
6. ADDITIONAL SERVICES:
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.
7. 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 judgment of the
AUDITOR, would be important to the conduct of its audit or its report on
the results hereof.
8. 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.
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9. FIELD WORK:
For the first year of the engagement, 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.
10. PREPARATION OF FINANCIAL STATEMENTS:
(a) The statements to be audited will be prepared by Financial Services
Department in accordance with generally accepted accounting principles.
AUDITOR will submit any proposed adjustingjouIDal entries to the
Financial Services 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.
11. 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. TERMINATION OF AGREEMENT:
Either CITY or AUDITOR may terminate this agreement without cause.
Written notice from the terminating party to the other party should be
provided no later than seven (7) calendar months (February 28) prior to
the end of the fiscal year next subject to audit.
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13. 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.
14. 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.
15. 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.
16. 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.
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17. 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.
18. 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 contained in this agreement may be added to,
modified, superseded or otherwise altered, except by written instrument
executed by the parties hereto.
19. AMENDMENTS AND MODIFICATIONS:
No amendments and/or modifications of this agreement shall be valid
unless in writing and signed by each of the parties.
20. 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:
William Mummert, Director
Financial Services Department
100 East Boynton Beach Blvd.
Boynton Beach, FL 33435
and if sent to the AUDITOR, shall be mailed to:
Firm
Contact
Address
Nowlen, Holt & Miner, P.A.
Edward T. Holt, Principal
215 Fifth Street, Suite 200
P.O. Box 347
West Palm Beach, FL 33402
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21. 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.
22. 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.
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.
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WHEREFORE, the parties have signed this agreement on the date first above written.
V
City Manager
Attest/Authenticated:
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Auditing Firm
Title
(Corporate Seal)
Attest! Authenticated:
Secretary