FY2000 01/16/2002 Agreement
CLERK OF THE CIRCUIT COURT
MONROE COUNTY
BRANCH OFFICE
MARATHON SUB COURTHOUSE
3117 OVERSEAS HIGHWAY
MARATHON, FLORIDA 33050
TEL. (305) 289-6027
FAX (305) 289-1745
MONROE COUNfY COURTHOUSE
500 WHITEHEAD STREET
KEY WEST, FLORIDA 33040
TEL. (305) 292-3550
FAX (305) 295-3663
BRANCH OFFICE
PLANTATION KEY
GOVERNMENT CENTER
88820 OVERSEAS HIGHWAY
PLANTATION KEY, FLORIDA 33070
TEL. (305) 852-7145
FAX (305) 852-7146
MEMORANDUM
DATE:
January 25,2002
TO:
Jennifer Hill, Budget Director
Office of Management & Budget
Pamela G. Han~
Deputy Clerk a
FROM:
At the January 16, 2002, Board of County Commissioner's meeting the Board granted
approval and authorized execution of a Contract between Monroe County and KPMG LLP to
update the Fiscal Year 2002 Full Cost Allocation Plan and the OMB A-87 Cost Allocation Plan.
Enclosed is a copy of the above mentioned for your handling. Should you have any
questions please feel free to contact this office.
Cc: County Administrator w/o document
County Attorney
Finance
File./'
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,
2888-A Remington Green Lane
Tallahassee. FL 32308
Telephone 850 297 0508
Fax 850 297 0507
December 10,2001
Ms. Jennifer Hill
Director
Office of Management and Budget
Monroe County
1100 Simonton Street
Room 2-209
Key West, Florida 33040
Dear Ms. Hill:
Thank you for giving KPMG LLP (KPMG) the opportunity to assist Monroe County (the
County) with its preparation of the FY 99 Full Cost and OMB Circular A-87 Cost
Allocation Plans. As part of our continuing relationship with the County, KPMG would
like to assist the County with the preparation of the FY 00 Full Cost and OMB Circular
A-87 Cost Allocation Plans.
This letter is to confirm our understanding of the terms of our engagement and the nature
and limitations of the services we will provide.
KPMG is pleased to submit this Engagement letter to the County to provide professional
consulting services for the development and preparation of an OMB Circular A-87 and a
Full Cost Countywide central services cost allocation plan. The plans will utilize FY
2000 actual expenditures, and will be prepared in accordance with Federal Circular A-87,
Cost Principles for State and Local Governments. The plans will be fully compliant with
the recently revised A-87 regulations governing cost allocation plans. The Full Cost plan
will include some central service costs which are not allowable under A-87 regulations.
We estimate that an elapsed calendar time of twelve weeks from the date of
commencement would be required to develop and prepare the Countywide cost allocation
plans, with commencement occurring within two weeks from the notice of contract
award. This time frame, of course, is dependent upon the timeliness of requested
information furnished by the County. The County will be responsible for the collection
of all statistical information used as allocation bases. Changes in the existing cost
allocation plans will be made to account for and reflect County organizational changes
made since the last plans were prepared.
.... KPMG LLP KPMG LLPa us limited liability partnership, IS
a member of KPMG International, a S\iVISS aSSOCiation
"'~
Ms. Jennifer Hill
Monroe County
December 10, 2001
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Our fees for professional services are based on the time and staffing requirements of the
engagement, and include all expenses incurred by us. Our total contract costs to perform
the professional consulting services will not exceed $12,500. The engagement fee will be
billed to the County as follows: 50% of the fee thirty days after the initiation of
fieldwork, 25% upon delivery of the draft plans, and 25% upon delivery of the final
plans. This engagement will be managed by Chris Polischuck and will be staffed by Ken
Carey and Heidi Powell, both experienced cost allocation consultants. Additionally, this
engagement is subject to the standard terms and conditions included as Attachment A.
By submission of this engagement letter to the County, KPMG certifies that the Firm is
not on the convicted vendor list.
We look forward to working with you and your staff on this important project and would
be pleased to discuss this letter with you at any time.
For your convenience in confirming these arrangements, we enclose a copy of this letter.
Please sign it and return it to me at your earliest convenience.
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Very truly yours,
KPMG LLP
Christopher Polischuck
Senior Manager
ACCEPT~
Authorized Signature
KPMG LLP
Standard Terms and Conditions
I. Services. Our services may include advice and
recommendations; but all decisions in connection wi1h
the implementation of such advice and
recommendations shall be your sole responsibilily.
2. Payment of Invoices. You agree to pay properly
submitted invoices within thirty (30) days of the invoice
date (or any other date that we may agree to in writing).
We shall have the right to halt or terminate entirely our
services until payment is received on past due invoices.
All fees, charges and other amounts payable to us
hereunder do not include any sales, use, excise, value
added or other applicable taxes, tariffs or duties,
payment of which shall be your sole responsibilily,
excluding any applicable taxes based on our net income
or taxes arising from the employment or independent
contractor relationship between us and our personnel.
3. Term. Unless terminated sooner in accordance with its
terms, this engagement shall terminate on 1he
completion of our services hereunder. In addition, this
engagement may be terminated by either of us at any
time by giving written notice to the other party not less
than 30 calendar days before the effective date of
termination.
4. Ownership.
(a) KPMG Property. We create, acquire or own
various concepts, methodologies, and techniques;
models; templates; software, user interfaces or
screen designs; general purpose consulting and
software tools; and logic, coherence and methods
of operation of systems (collectively, the "KPMG
Property"). We retain all ownership rights in the
KPMG Property. You shall acquire no right or
interest in such property, except for the license
expressly granted in the next paragraph. In
addition, we shall be free to provide services of any
kind to any other party as we deem appropriate, and
we may use the KPMG Property to do so. We
acknowledge that KPMG Property shall not include
any of your confidential information or your
tangible or intangible property, and we shall have
no ownership rights in such property.
(b) Ownership of Deliverables. Except for KPMG
Property, and upon full and final payment to us,
deliverables or work product specified in the
engagement letter or proposal 10 which these terms
are attached (the "Deliverables") will become your
property. If any KPMG Property is contained in
any of the De1iverables, we hereby grant you, a
royally-free, non-exclusive license to use the
KPMG Property in connection with the use of the
Deliverables.
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5. Limitation on Warranties. THIS IS A SERVICES
ENGAGEMENT. KPMG WARRANTS THAT IT
WILL PERFORM SERVICES HEREUNDER IN
GOOD FAITH. KPMG DISCLAIMS ALL OTHER
WARRANTIES, EITHER EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION,
WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
6. Limitation on Damages. Except for your and our
respective indemnification obligations as described in
these Standard Terms and Conditions, neither you nor
we shall be liable to the other for any actions, damages,
claims, liabilities, costs, expenses or losses arising out of
the services performed hereunder for a total amount in
excess of the fees paid or owing to us for services
rendered by us under this engagement. In no event shall
ei1her you or we be liable for consequential, special,
indirect, incidental, punitive or exemplary damages,
costs, expenses, or losses (including, without limitation,
lost profits and opportunily costs). The provisions of
this Paragraph shall apply regardless of the form of
action, damage, claim, liabilily, cost, expense, or loss,
whether in contract, statute, tort, or otherwise.
7. Infringement.
(a) We agree to indemnify, hold harmless and defend
you from and against all claims, liabilities, losses,
expenses (including reasonable attorneys' fees),
fines, penalties, taxes or damages (collectively
"Liabilities") asserted by any third party against
you to the extent such Liabilities result from the
infringement by the DeIiverables of any third
party's trade secrets, trademarks, copyrights, or
patents issued as of the date of the attached
Engagement Letter. The preceding provisions shall
not apply to any in'fringement arising out of the
following:
(i) use of the Deliverables other than in
accordance with applicable documentation or
instructions supplied by us or other than in
accordance with Paragraph 8(b);
(ii) any alteration, modification or revision-ofthe
Deliverables not expressly agreed to in writing
by us; or
(iii) the combination of the Deliverables with
materials not supplied by us.
(b) In case any of the Deliverables or any portion
thereof is held, or in our reasonable opinion is
likely to be held, in any such suit to constitute
infringement, we may within a reasonable time, at
our option, either:
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KPMG LLP
Standard Terms and Conditions
(i) secure for you the right to continue the use of
such infringing item; or
(ii) replace, at our sole expense, such item with a
substantially equivalent non-infringing item or
modity such item so that it becomes non-
infringing.
In the event we are, in our reasonable discretion,
unable to perform either of options described in (i)
or (ii) above, you must return the Deliverable to us,
and our sole liability shall be to refund to you the
amount you paid us for such item.
(c) The provisions of this Paragraph 7 state our entire
liability and your sole and exclusive remedy with
respect to any infringement or claim of
infringement.
8. Indemnification.
(a) You and we each agree to indemnity, hold harmless
and defend the other from and against any and all
Liabilities for injury to, illness or death of, any
person or persons regardless of status, and damage
to or destruction of any tangible personal property
which the other party may sustain or incur to the
extent such Liabilities result from the negligence or
willful misconduct of the indemnifying party.
(b) You acknowledge and agree that any advice,
recommendations, information or work product
provided to you by us in connection with this
engagement is for your confidential use. Except as
otherwise required by law, you will not disclose or
permit access to such advice, recommendations,
information or work product to any other PartY or
summarize or refer to such advice
recommendations, information or work product 0;
to our engagement hereunder without our prior
written consent. In that regard, you will indemnity,
defend and hold us harmless from and against any
and all Liabilities asserted against us by any third
party to the extent resulting from that party's use or
possession of or reliance upon our advice,
recommendations, information or work product as
a direct or indirect result of your use or disclosure
of such advice, recommendations, information or
work product.
(c) The party entitled to indemnification (the
"Indemnified Party") shall promptly notity the
party obligated to provide such indemnification
(the "Indemnitying Party") of any claim for which
the Indemnified Party seeks indemnification and
the Indemnifying Party shall have the right to
conduct the defense or settlement of any such claim
at the Indemnifying Party's sole expense, and the
Indemnified Party shall cooperate with the
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Indemnifying Party. The party not conducting the
defense shall nonetheless have the right to
participate in such defense at its own expense. The
Indemnified Party shall have the right to approve
the settlement of any claim hereunder that imposes
any liability or obligation other than the payment of
money damages.
9. Cooperation. You agree to cooperate with us in our
performance of our services for you, including
providing us with reasonable facilities and timely access
to your data, information and personnel. You shall be
responsible for the performance of your employees and
agents and for the accuracy and completeness of all data
and information provided to us for purposes of this
engagement.
10. Force Majeure. Neither you nor we shall be liable for
any delays resulting from circumstances or causes
beyond our reasonable control, including, without
limitation, fire or other casualty, act of God, strike or
labor dispute, war or other violence, or any law, order or
requirement of any governmental agency or authority.
II. Limitation on Actions. Neither you nor we may bring
any action arising under or relating to this engagement
more than one year after the cause of action has accrued,
except that we may bring an action for non-payment not
later than one year after the date of the last payment due
to us.
12. Independent Contractor. You and we are both
independent contractors and neither you nor we are, or
shall be considered to be, an agent, distributor or
representative of the other. Neither you nor we shall ac1
or represent itself, directly or by implication, as an agent
of the other or in any manner assume or create any
obligation on behalf of, or in the name of, the other.
13, Confidentiality. You and we both acknowledge and
agree that all information communicated by one party
(the "Disclosing Party") to the other (the "Receiving
Party") in connection with this engagement shall be
received in confidence, shall be used only for purposes
of this engagement, and no such confidential
information shall be disclosed by the Receiving .P.arty or
its agents or personnel without the prior written consent
of 1he other party. Except to the extent otherwise
required by applicable law or professional standards, the
obligations under this section do not apply to
information that: ( a) is or becomes generally available to
the public other than as a result of disclosure by the
Receiving Party, (b) was known to the Receiving Party
or had been previously possessed by the Receiving Party
without restriction against disclosure at the time of
receipt thereof by the Receiving Party, (c) was
independently developed by the Receiving Party without
violation of 1his Agreement or (d) you and we agree
from time to time to disclose. Each party shall be
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KPMG LLP
Standard Terms and Conditions
deemed to have met its nondisclosure obligations under
this Paragraph as long as it exercises the same level of
care to protect the other's information as it exercises to
protect its own confidential information, except to the
extent that applicable law or professional standards
impose a higher requirement. We may retain, subject to
the terms of this Paragraph, one copy of your
confidential information required for compliance with
applicable professional standards or internal policies. If
either you or we receive a subpoena or other validly
issued administrative or judicial demand requiring it to
disclose the other party's confidential information, such
party shall provide prompt written notice to the other of
such demand in order to permit it to seek a protective
order. So long as the notiJying party gives notice as
provided herein, the notifYing party shall be entitled to
comply with such demand to the extent permitted by
law, subject to any protective order or the like that may
have been entered in the matter.
14. Survival. The provisions of Paragraphs 1,2,4,5,6,7,
8, 9, II, 12, 13 and 15 hereof shall survive the
expiration or termination of this engagement.
15. Assignment. Neither party may assign, transfer or
delegate any of its rights or obligations without the prior
written consent of the other party, such consent not to be
unreasonably withheld.
16. Severability. In the event that any term or provision of
this Agreement shall be held to be invalid, void or
unenforceable, then the remainder of this Agreement
shall not be affected, and each such term and provision
of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.
17. Entire Agreement. These terms, and the Proposal or
Engagement Letter to which these terms are appended,
including Exhibits, constitute the entire Agreement
between us with respect to the engagement and
supersede all other oral and written representation,
understandings or agreements relating to the
engagement.
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