R12-009I
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RESOLUTION NO. R12- 00q
A RESOLUTION OF THE CITY OF BOYNTON
BEACH, FLORIDA, APPROVING THE AWARD AND
AUTHORIZING THE INTERIM CITY MANAGER
TO EXECUTE A FIVE (5) YEAR CONTRACT FOR
FINANCIAL AUDITING SERVICES WITH CALER,
DONTEN, LEVINE, PORTER & VEIL, P.A., FOR
THE FISCAL YEARS ENDING SEPTEMBER 30,
2011, 2012, 2013, 2014 AND 2015; AND PROVIDING
AN EFFECTIVE DATE.
WHEREAS, on December 12, 2011, Procurement Services opened and tabulated
nine (9) proposals to the RFP #001 - 1410 -12 /TWH for a "Five Year Contract for Financial
Auditing Services "; and
WHEREAS, after review and evaluation by the audit committee which was
appointed by the City Commission on October 18, 2011, it has been determined
appropriate by staff to recommend award of this RFP to Caler, Donten, Levine, Porter &
Veil, P.A., of West Palm Beach, Florida as the highest ranked qualified firm; and
WHEREAS, upon recommendation of staff, the City Commission of the City of
Boynton Beach does hereby approve the award of RFP #001 - 1410 -12 /TWH to Caler,
Donten, Levine, Porter & Veil, P.A., of West Palm Beach, Florida.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
being true and correct and are hereby made a specific part of this Resolution upon adoption
hereof.
Section 2. The City Commission of the City of Boynton Beach, Florida,
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1 hereby approves the award of a five (5) year contract for Financial Auditing Services to
2 Caler, Donten, Levine, Porter & Veil, P.A., for services for the fiscal years ending
3 September 30, 2011, 2012, 2013, 2014 and 2015.
4 Section 3. That the Interim City Manager is hereby authorized and directed to
5 execute a Contract between the City of Boynton Beach and Caler, Donten, Levine, Porter
& Veil. P.A., a copy of which is attached hereto.
Section 4. That this Resolution shall become effective immediately.
PASSED AND ADOPTED this 3�' day of January, 2012.
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2E ATTEST:
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21 Ja t M. Prainito, MMC
30, ty Clerk
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CITY OF BOYNTON BEACH
Mayor,— Jo , iguez
'ice Ma— William Orlove
Co issuer —Woo o L. Hay
Com issio�fer — Steven Holzm �,, ?,_. .
Commissioner — Marlene Ross
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R 12 -009
CONSULTANT AGREEMENT FOR
"FIVE YEAR CONTRACT FOR FINANCIAL AUDITING SERVICES"
THIS AGREEMENT, entered into this day of , 2012„ between the City of
Boynton Beach, a political subdivision of the State of Florida, hereinafter referred to as the
"CITY ", and CALER, DONTEN, LEVINE, 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 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, 2011, September 30, 2012, September 30, 2013,
September 30, 2014 and September 30, 2015, with one (1) additional one-
year renewal at the same terms, conditions, and prices, subject to vendor
acceptance, satisfactory performance and determination that renewal will be in
the best interest of the City
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
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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
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 09/30/11 Audit
$
96,650.00
FYE 09/30/12 Audit
$
98,580.00
FYE 09/30/13 Audit
$
100,550.00
FYE 09/30/14 Audit
$
102,560.00
FYE 09/30/15 Audit
$
104,600.00
(b) AUDITOR will invoice the CITY for work performed under this agreement
for Fiscal Year 2011 and each succeeding year 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
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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.
9. FIELDWORK:
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.
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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 adjusting journal 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.
(c) AUDITOR will publish CITY'S Comprehensive Annual Financial Report
using the CITY'S format and provide thirty (30) bound copies for
distribution and a .pdf file that can be used for electronic submission.
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. CANCELLATION OF AGREEMENT:
Either CITY or AUDITOR may cancel this agreement for fiscal years subsequent to
the first year of this agreement by written notice to the other party given not later than
seven (7) calendar months (February 28) 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.
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
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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.
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.
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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:
E. Barrett Atwood, Sr., Director
Financial Services Department
100 East Boynton Beach Blvd.
Boynton Beach, FL 33435
and if sent to the AUDITOR, shall be mailed to:
Firm Caler, Donten, Levine, Porter & Veil, P.A.
Contact Scott L. Porter
Address 505 South Flagler Drive, Suite 900
West Palm Beach, FL 33401
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.
CITY OF BOYNTON BEACH
City Manager
Attest/Authenticated:
new
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Auditing Firm
Title
(Corporate Seal)
Approved as to Form:
Attest/Authenticated:
Secretary
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The Contractor is aware that the Inspector General of Palm Beach County has the authority to
investigate and audit matters relating to the negotiation and performance of this contract, and in
furtherance thereof may demand and obtain records and testimony from the Contractor and its
subcontractors and lower tier subcontractors.
The contractor understands and agrees that in addition to all other remedies and consequences
provided by law, the failure of the Contractor or its subcontractors or lower tier subcontractors to
fully cooperate with the inspector General when requested may be deemed by the municipality
to be a material breach of this contract justifying its termination.
y
CONTRACTOR NAME
Date: - 2
THIS PAGE TO BE SUBMITTED ALONG WITH RESPONSE
IN ORDER TO BE CONSIDERED COMPLETE AND ACCEPTABLE