FY2001-2002 08/20/2003
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
August 27, 2003
TO:
Jennifer Hill, Budget Director
Office of Management & Budget
Pamela G. Hanc~
Deputy Clerk U
FROM:
At the August 20, 2003, Board of County Commissioner's Meeting the Board granted
approval and authorized execution of a letter dated August 5, 2003 from KPMG Peat Marwick
to update the Fiscal Year 2003 and the Fiscal Year 2004 Full Cost Allocation Plans and the OMB
A-87 Cost Allocation Plans.
Enclosed is a duplicate original of the above-mentioned for your handling. Should you
have any questions please do not hesitate to contact this office.
cc: County Administrator w/o document
County Attorney
Finance
File./'
.,.,
303 Peachtree Street, N.E.
Suite 2000
Atlanta, GA 30308
Telephone 404 222 3000
Fax 404 222 3050
August 5, 2003
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 00 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 01 and FY 02 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 Oland FY 02
actual expenditures, and will be prepared in accordance with Federal OMB Circular A-87, Cost
Principles for State and Local Governments. 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 LLP. a us limited liability partnerSh.iP, is
a member of KPMG International, a SWISS aSSoCiation
DB
Ms. Jennifer Hill
Monroe County
August 5, 2003
Page 2
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 for the plans will not exceed $28,000. 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 Don Carter and will be staffed by Ken Carey, an experienced cost allocation
consultant who has previous experience in preparing the County's cost allocation plans.
Additionally, this engagement is subject to the standard terms and conditions included as
Attachment A.
KPMG has a contract with the State of Florida Department of Management Services (Consulting
Services for Management Skills, contract number 973-001-00-1) that the County may use in lieu
of a formal request for proposal.
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.
Very truly yours,
KPMG LLP
,Jl~C(.~
Donald A. Carter
Senior Manager
ACCEPTED:
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Authorized Signature
Mayor Dixie M. Spehar
Title
August 20, 2003
Date
Z N . UTTON
Date ASSISTAN~?6 !fTOANEY
KPMG LLP
Standard Terms and Conditions
I. Services. Our services may include advice and
recommendations; but all decisions in connection with
the implementation of such advice and
recommendations shall be your sole responsibility.
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
responsibility, 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 the
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 Propertv. 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 to which these terms are
attached (the "Deliverables") will become your
property. If any KPMG Property is contained in any of
the Deliverables, we hereby grant you, a royalty-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 either you or we be liable for
consequential, special, indirect, incidental, punitive or
exemplary damages, costs, expenses, or losses
(including, without limitation, lost profits and
opportunity costs). The provisions of this Paragraph
shall apply regardless of the form of action, damage,
claim, liability, 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
Deliverables of any third party's trade secrets,
trademarks, copyrights, or patents issued as ofthe date
of the attached Engagement Letter. The preceding
provisions shall not apply to any infringement 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 of the
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:
Revised 16 Jan. 01
Attachment A
KPMG LLP
Standard Terms and Conditions
(i)
secure for you the right to continue the use
of such infringing item; or
(ii)
(ii) replace, at our sole expense, such item
with a substantially equivalent non-
infringing item or modify 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 indemnify, 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 or to our engagement
hereunder without our prior written consent. In that
regard, you will indemnify, 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 notify the party
obligated to provide such indemnification (the
"Indemnifying 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
Page 2
Indemnified Party shall cooperate with the
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.
11. 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 act
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 Party or
its agents or personnel without the prior written consent
of the 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
Revised 16 Jan. 01
Attachment A
KPMG LLP
Standard Terms and Conditions
of receipt thereof by the Receiving Party, (c) was
independently developed by the Receiving Party
without violation of this Agreement or (d) you and we
agree from time to time to disclose. Each party shall be
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 notifying 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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Revised 16 Jan. 01