HomeMy WebLinkAbout11/19/2024 Agreement CFObydesign
Letter of Agreement
for Financial Assessment, Discovery and Implementation Services
between Monroe County TDC/Visit the Florida Keys and CFO by Design, Inc.
This agreement is between Monroe County TDC/Visit the Florida Keys(VFK)and CFO by Design, Inc.(CFObd). This
agreement is intended to outline the basic responsibilities of each party.
Assessment.Transition and Onboarding:
Our proprietary assessment is designed to uncover opportunities,troubleshoot problems,and create a
customized plan to ensure operational excellence.This assessment will build upon the existing audits and
assessment work with a specific focus on financial operations, policies, processes and financial statements all
while building in accountability and transparency. The discovery section will include in-person interviews with
staff,TDC Board Officers, Monroe County stakeholders and others involved in previous audits and the risk
assessment.This phase will coincide with the beginning of interim CFO staffing services. This will lead into the
planning and implementation phase of the engagement.
I
Financial Assessment and Scope of Services:
This is the "fact finding" phase of the agreement to allow us to understand, learn and incorporate existing and
previous work.
• Review and summary of existing audits and assessment, including the audits by Monroe County and
Cherry Bekeart, and the risk assessment by Cherry Bekaert. We will be building upon this work, not
recreating it.
• Review and assessment of current financial statements(those used internally by management and those
provided to the TDC board)and, if available, most recent financial audit report along with adjusting
entries and management letter.
• If available, review and assessment of current financial policies, reserve and investment policies,
procedure manuals,travel and entertainment policies,employee handbook and other relevant policy
documents.
• Review and analysis of budget process.
• Review of funding agreements and deliverables.
• Review of technology systems used by the finance team.
• Review of resource allocation.
• Review of Articles of Incorporation.
• Review of Bylaws.
�f
i
Discovery:
This is the "understanding" phase of the agreement to allow us to clarify,learn, identify pain points and prioritize
next steps through in person interviews. Proposed interviewees are listed below but will be collaboratively
decided. r
I I P a g e
Thoughtfully prepared by CFO by design,43M W.William Cannon Drive,Suite 8150#3 128,Austin,TX 78749
512.409,9630
• Executive and senior staff of VFK.
• Finance and operations staff of VFK.
• Monroe County TDC Board Member(s).
• District Advisory Committee Member(s).
• Monroe County Finance Staff assigned to VFK.
• Monroe County Auditor(s).
Cherry Bekaert Auditor(s).
I
CFO and Controller Services Scope of Services:
Services will be finalized after the Assessment and Discovery but will follow this guide and will be designed to
begin the process of VFK operating independently from the County. Implementation of software solutions may be
required to allow for this work.
• Personnel
o Recommendations to repurpose staff into a Purchasing Position/Compliance Position
o CFObd to provide oversight of process and compliance
o Reorganize the administrative/finance department to meet new needs
o Hire new qualified staff to fill bandwidth issues
o Assist with hiring of CFO/COO position
o Prepare a plan to replace Corporation Manager who will retire at year-end
• Develop workflow documents for each area of the finance department
• Document processes for Workday
o Requisition
o Purchase Order
o Invoices
o Supplier Contracts
o Expense Reports
o Budget versus Actual Reporting(by Fund)
o Vendor Detail
o Trial Balance
o Trial Balance Fund Balances
• Develop metrics to tie spending to strategic goals and outcomes
• Finance Department Bandwidth
o Assist with purchase requestions and purchase orders
o Assist in processing invoices
o Assist in establishing supplier contracts
• Liaison with Attorney for:
o General Corporate Legal Advice
o Entity Development
I
o Obtain 501c3 Status
i
o Organizational Documents
■ Bylaws
■ Articles of Incorporation
2 Page
Thoughtfully prepared by CFO by design,4301 W.Willlarn Cannon Drive,Suite 3150#128,Austin,TX 78749
51.2.409.3530
i
■ Policies
• Develop VFK/TDC Policies
o Purchasing and RFP Policy
o Financial Policies
o Travel and Client Development
o Transparency Policy
o Vendor Compliance Document
• Further research 3406 N Roosevelt checkbook and signing
• Develop financial statements to provide transparency to the TDC/BOCC and Public
• TDC Board Presentations, as needed
• Determine Fund Balances,in collaboration with County Budget Office
• Budget
o Develop and Document Process
o Management
o Adjustments to current year budget to tie resources to priorities
o Development
o Accountability and Metrics
• Consultation with President/CEO and other executive team leaders, County staff and Clerk of the County i
staff on issues as they arise,to include, but not limited to:
o Vendor contracts
o Industry Research and Analysis
o Assistance with TDC and BOCC Agenda Items
o All others necessary for the success of Monroe County TDC/VFK
Pricing
For all work,we recommend hourly rates as outlined below:
• Staff Accountant $115/hour
o Various Staff
• Controller $150/hour
o Annmari Cooper and Jewell Armstrong
• Chief Financial Officer $200/hour
o Debbie Russell
• Principal $250/hour
o Julie Hart
i
To cover travel expenses, in destination rates will increase by$50/hour for each position. This increase will cover
airfare, hotel,ground transportation, meals,airport parking, mileage,fuel and any other travel related expenses.
Total billing to next exceed$97,000.
Disputes
While we strive for,and anticipate, a mutually beneficial relationship,should a disagreement or dispute arises
between VFK and CFObd,we will first discuss resolution of the disagreement or dispute and make good faith
efforts to resolve any issues. No lawsuit will be filed before the parties have mediated the matter. If following
3 1 P a g e
Thoughtfully prepared by CFO by design,4301 W.William Cannon Drive,Suite 6150 9 128,Austin,TX 78149
512,409.9630
mediation,a lawsuit becomes necessary, it is agreed that it shall be filed in the District or County Courts of
Bastrop County,Texas,and that Texas law will apply.
Account Access
In order to fulfill its contractual responsibilities to VFK,CFObd will have access to VFK's business and financial
accounts. VFK recognizes the important of and agrees that it will cooperate with CFObd in facilitating account
access. For the protection of all parties, however, CFObd will not have the ability to transfer funds from any of j
VFK's accounts.
CFObd Employees
We love our team and know that you will,too,and we want to keep them. VFK agrees that it will not solicit for
employment any of CFObd's employees for at least six months after any such employee has terminated his or her
employment with CFObd.
Confidentiality and Non-Disclosure: l
CFO acknowledges that we will receive confidential and proprietary information from VFK.We will hold this j
information in the strictest of confidence and will take all reasonable precautions to safeguard your information. f
We will not disclose this information to any outside third party without your express written consent. r
We appreciate the opportunity to serve your needs and look forward to working with you.
s
Julie Hart ara Franker
President/CEO President & CEO
For CFO by Design, Inc. For Visit the Florida Keys
Date Date
November 4, 2024 j
i
j
Diana Schmidt
Board Chair
For Monroe County TDC/Visit the Florida Keys
Date
/' W
l
4 Page
r
Thoughtfully prepared by CFO by design,4301 W.William Cannon Drive,Suite 8150#128,Austin,TX 78749
51.2.409,9630
i
Addendum
VFK Contract
Terms and Conditions
3406 North Roosevelt Blvd. Corporation d/b/a Visit Florida Keys(herein after"VFK' or
Customer"') and CFO by Design, Inc. (herein after"CFObd" or"Company')agree as set forth
below.
VFK and CFObd hereby enter into this addendum to the Letter of Agreement with CFO by
Design, Inc. ("Agreement''). and agrees to the following:
The Agreement includes and incorporates the Proposal/Quote, Letter of-Agreement and this
Addendum.
VFK is a not-for-profit corporation that supports the Monroe County Tourist Development Council
and is funded in part by the Monroe County Board of County Commissioners (County).
The following provisions are required by law and policy.
To the extent that there is any conflict between the Proposal/Quote, Letter of Agreement and this
Addendum. This Addendum will supersede and replace any conflicting language.
The Agreement is a Public Record under Chapter 119, Florida Statutes. The parties agree to
comply with Chapter 119,Florida Statutes.
Payment will be made in accordance with the Local Government Prompt Payment Act, 218,70, F
Florida Statutes.Payments due and unpaid under the Agreement shall bear interest pursuant to the
Local Government Prompt Payment Act. Company shall submit to VFK invoices with Supporting
documentation that are acceptable to the Monroe County Clerk of Court and Comptroller(Clerk).
Acceptability to the Clerk is based on generally accepted accounting principles and such laws,
rules, and regulations as may govern the Clerk's disbursal of funds. All travel
reimbusrements will be subject to the Monroe County Code and Monroe County Board of
County Commissioners Policies and Procedures. j
I
The County� indemnification is limited and subject to the sovereign immunity provisions of Sec.
768.28, Florida Statutes.
Maintenance of Records: Company shall maintain all books, records, and documents directly
pertinent to performance under this Agreement in accordance with generally accepted accounting
principles consistently applied. Each party to this Agreement or their authorized representatives,
shall have reasonable and timely access to such records of each other party to this Agreement for
public records purposes during the term of the Agreement and for five years following the
termination of this Agreement.If an auditor employed by VFK,the County or the Clerk determines
that monies paid to Company pursuant to this Agreement were spent for purposes not authorized
1 i
}
k
I
b this Agreement, Company shall repay the monies together with interest calculated pursuant to
Y g � p Y pY g
Sec. 55.03; FS,running from the date the monies were paid to Company.
I
Governing Law, Venue, Interpretation,.Costs, and Fees: This Agreement shall be governed
by and construed in accordance with the laws of the State of Florida applicable to contracts made
and to be performed entirely in the State. In the event that any cause of action or administrative
proceeding is instituted for the enforcement or interpretation of this Agreement, the Customer
and Company agree that venue shall lie in the appropriate court or before the appropriate
administrative body in Monroe County,Florida.This Agreement shall not be subject to arbitration.
Attorney's Fees and Costs: The Parties agree that in the event any cause of action or
administrative proceeding is initiated or defended by any party relative to the enforcement or
interpretation of this Agreement,the prevailing party shall be entitled to reasonable attorney's fees
and court costs, as an award against the non-pre prevailing party, and shall include attorney's fees
and courts costs in appellate proceedings. Mediation proceedings initiated and conducted pursuant
to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and
customary procedures required by the circuit court of Monroe County.
Nondiscrimination: The Parries agree that there will be no discrimination against any person,
and it is expressly understood that upon a determination by a court of competent jurisdiction that
discrimination has occurred, this Agreement automatically terminates without any further action
on the part of any party, effective the date of the court order. The Parties agree to comply with all
Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination.
These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352)
which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the
Education Amendment of 1972, as amended (20 USC ss.1681-1683, and 1685-1686), which
prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as
amended(20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age
Discrimination Act of 1975, as amended (42 USC ss. 6101-6107)which prohibits discrimination
on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92--255), as
amended,relating to nondiscrimination on the basis of drug abuse; 6)The Comprehensive Alcohol
Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as
amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7)The Public
Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended,
relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil
Rights Act of 1968 (42 USC s. 3601 et seq.),as amended,relating to nondiscrimination in the sale,
rental or financing of housing; 9)The Americans with Disabilities Act of 1990 (42 USC s. 12101
Note), as maybe amended from time to time, relating to nondiscrimination on the basis of
disability; 10) Monroe County Code Chapter 14,Article II, which prohibits discrimination on the
basis of race, color., sex, religion, national origin, ancestry, sexual orientation, gender identity or
expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or
state statutes which may apply to the parties to, or the subject matter of,this Agreement.
Public Records Compliance. Company must comply with Florida public records laws,including
but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of
Florida. VFK and Company shall allow and permit reasonable access to, and inspection of, all
2
c
i
documents,records,papers, letters or other"public record"materials in its possession or under its
control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the
Customer and Company in conjunction with this contract and related to contract performance. The
Customer shall have the right to unilaterally cancel this contract upon violation of this provision
by Company.Failure of Company to abide by the terms of this provision shall be deemed a material
breach of this contract and the Customer may enforce the terms of this provision in the form of a
court proceeding and shall,as a prevailing party,be entitled to reimbursement of all attorney's fees
and costs associated with that proceeding. This provision shall survive any termination or
expiration of the contract. Company is encouraged to consult with its advisors about Florida Public
Records Law in order to comply with this provision.
Non-Waiver of Immunity: Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the
participation of the Customer and Company in this Agreement and the acquisition of any
commercial liability insurance coverage, self-insurance coverage, or local government liability
insurance pool coverage shall not be deemed a waiver of immunity to the extent of, liability
coverage.
I
Non-Reliance by Non-Parties: No person or entity shall be entitled to rely upon the terms, or any
of them,of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to
or benefit of any service or program contemplated hereunder, and VFK and the Company agree
that neither the Customer nor the Company or any agent, officer, or employee of either shall have
the authority to inform, counsel, or otherwise indicate that any particular individual or group of
individuals, entity or entities, have entitlements or benefits under this Agreement separate and
apart, inferior to, or superior to the community in general or for the purposes contemplated in this
Agreement.
No Personal Liability: No covenant or agreement contained herein shall be deemed to be a f
covenant or agreement of any member, officer,agent or employee of VFK in his or her individual
capacity, and no member, officer, agent or employee of VFK shall be liable personally on this
Agreement or be subject to any personal liability or accountability by reason of the execution of
this Agreement.
i
E-Verify System - In accordance with F.S. 448.095, Any Contractor and any subcontractor shall
register with and shall utilize the U.S. Department of Homeland Security's 1. Verify system to
verify the work authorization status of all new employees hired by the Company during the term
of the Contract and shall expressly require any subcontractors performing work or providing
services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's
•ity's
F-Verify system to verify the work authorization status of all new employees hired by the
subcontractor during the Agreement term.Any subcontractor shall provide an affidavit stating that
the subcontractor does not employ, contract with, or subconstruct with an unauthorized alien.
Company shall comply with and be subject to the provisions of F.S. 448.095
r
4
I
I
Non-Collusion Affidavit-Company by signing this Agreement,according to law on my oath,
and under penalty of perjury, depose and say that the person signing on behalf of the firm of
Company, the bidder making the Proposal for the project described in the Scope of Work and
that I executed the said proposal with full authority to do so; the prices in this bid have been
arrived at independently without collusion, consultation, communication or agreement for the
purpose of restricting competition, as to any matter relating to such prices with any other bidder
or with any competitor;unless otherwise required by law,the prices which have been quoted in
this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by
the bidder prior to bid opening, directly or indirectly,to any other bidder or to any competitor;
and no attempt has been made or will be made by the bidder to induce any other person,
partnership or corporation to submit, or not to submit, a bid for the purpose of restricting
competition;the statements contained in this affidavit are true and correct, and made with full
knowledge that VFK and Monroe County relies upon the truth of the statements contained in this
affidavit in awarding contracts for said project.
h
f
CFO by Design,Inc.
W
"tignature '
President & CEO
Title
11/5/2024
Date
I
I
I
I
I
I
40'
I
I