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FYE2003 to FYE2005 11/19/2003 Gleltl of'DIe Gircul Goun Danny L. Kolhage Phone: 292-3550 Fax: 295-3663 Memnrandmn To: Richard Collins, County Attorney Attn: Jan Hotalen ? From: Isabel C. DeSantis Deputy Clerk Date: Thursday, December 11, 2003 At the meeting of November 19, 2003, the BOCC of Monroe County approved the following: Contract between Monroe County and Cherry, Bekaert & Holland to provide professional auditing services for Monroe County with a change in the terms to (3) three years and elimination of the two (2) year option clause. Enclosed please find two (2) duplicate originals of the above for your handling. Should you have any questions concerning the above, please do not hesitate to contact this office. Copies: Finance File/ COUNTY OF MONROE, FLORIDA AUDIT CONTRACT This CONTRACT is made and entered into this l <1 day of l"J 0 ,'"' ' , 2003, by and between the Board of County Commissioners of Monroe County (hereinafter "COUNTY"), Florida, and CHERRY, BEKAERT & HOLLAND, L.L.P. (hereinafter "AUDITOR"), a Certified Public Accountant limited partnership licensed to do business in the State of Florida. WHEREAS, the Monroe County, Florida Audit Selection Committee, in accordance with Section 218.391, Florida Statutes, has followed the statutory procedures, including public notice, and ranked the Auditor as the top firm and deemed it most qualified to provide professional auditing services; and WHEREAS, terms satisfactory to both parties have been negotiated pursuant to said statute; now therefore In consideration of the mutual promises and covenants below, the parties agree: 1. SCOPE OF SERVICES. Auditor shaH provide a financial audit of the COUNTY financial records and a financial audit report as required by Florida Statutes 218.391. Such audit shall be subject to the limitations and responsibilities identified in Attachment A to this contract. In addition, such audit shaH be conducted in accordance with U.S. generaHy accepted auditing standards as promulgated by the American Institute of Certified Public Accountants (AICPA) Industry Audit Guide, Audits for State and Local Government Unitsl AICP A standards and procedures, the Florida Single Audit Act, OMB Circular A-133, and, excluding review of economy and efficiency of operations and program results, standards and procedures set forth in Government Auditing Standards issued by the Comptrol1er General of the United States. The AUDITOR will also conduct the audit in accordance with any other applicable federal, state and local regulations or professional guidance not specifically listed previously as weH as any additional requirements that may be adopted by these organizations in the future. This audit includes the financial records concerning the operations of the COUNTY as a whole, each Constitutional Officer, and any dependent district reported as part of the primary government (blended component unit). Audits of financial statements of discrete component units, either currently in existence or established subsequently to the beginning date of this Agreement, are excluded from this Agreement. It is possible that additional "funds" or blended component units wi1l be established by the COUNTY during the term of this Agreement. The compensation stated in this Agreement wiIJ include the audit procedures related to such additional funds or component units unless it is agreed by the COUNTY and AUDITOR that they significantly and materiaHy impact the audit. 1.1. AUDITOR shaH provide the work plan and services as described in detail in the Request for Qualifications, attached hereto and incorporated herein. The AUDITOR, prior to commencing any fiscal year audit, will provide a detailed audit plan, related fee (to equal the total amount of the Agreement as noted in Section 4), and proposed time line for each of the COUNTY entities to be audited. The time-related obligations shal1 be conditioned upon AUDITOR's receipt of necessary County and Constitutional Officer data (including confirmation requests and consultant's reports) in useable form, access to knowledgeable County and Constitutional Officer personnel, and other timely cooperation by COUNTY and the Constitutional Officers. AUDITOR shaH conduct an exit interview with each of the Constitutional Officers and dependent district executive officers prior to the issuance of final reports. 1.2. The financial audit reports applicable to each of the entities described in paragraph I, as required by F,S. 218.391 and Section 10,550 of the Rules of the Auditor General, shall include the following: 1.2.1. Auditor's Report on Examination of Financial Statements. This report shall include but not be limited to: (a) A statement of the scope of the audit; and (b) Explanatory comments (if any) concerning exceptions by AUDITOR as to application of either U.S. generally accepted auditing standards, U,S, generally accepted accounting principles or the consistency of application of such principles. 1.2.2. Financial Statements. Financial presentations shall include but not be limited to a balance sheet, statement of revenues and expenditures, or other statements of presentation of financial data, including accompanying footnotes and schedules, derived from the accounting records presented in conformity with the fund type, fund and/or group classifications as required for compliance with Section 10,550 of the Auditor General. 1.2.3. Auditor's Letter of Comments and Recommendations. A letter shall be provided to COUNTY containing various comments and recommendations by the AUDITOR based upon review of the COUNTY's system of operations, internal controls and other findings and requirements by the Florida Auditor General. Similar letters shall be submitted to each of the County Constitutional Officers and dependent district. 1.2.4. Other Reports. Reports shall include reports required by Government Auditing Standards; and the State of Florida. If applicable, reports issued pursuant to the Federal and State of Florida Single Audit Acts shall be included, 1.3. It is recognized that one of the primary purposes of the audit is to be able to provide assurances to state and federal funding agencies. If any of those agencies require an opinion in a style or format different than the AUDITOR's standard style or format, the AUDITOR shall reissue the opinion in a style or format acceptable to the funding agency. 1.4 AUDITOR shall prepare and submit to the Board of ,County Commissioners a letter regarding the COUNTY's compliance with the terms of its various bond issues. The COUNTY may prepare official statements in connection with the issuance of debt securities that will contain the basic financial statements and the AUDITOR's report thereon. The AUDITOR shall be notified by COUNTY in advance of any such securities offering and will, if requested by the fiscal advisor and/or the underwriter, issue a "consent and citation of expertise" as the AUDITOR and any necessary "comfort letters." Such services will be compensated at the rates specified in Section 4, 1.5 The AUDITOR agrees to provide tuition free access to seminars provided for either staff or staff and client use in an effort to assist the County in maintaining staff professionalism and meeting the County staff's continuing professional education requirements. 1.6 Should irregularities or other unforeseeable conditions be encountered which might necessitate the extension of the auditing work beyond the scope of normal auditing procedures, the AUDITOR agrees to advise the COUNTY in writing of the circumstances and to request an increase in the total fees be made before significant additional costs are incurred, Any request for additional time or additional fees shall be in writing and shall contain a detailed explanation of the unforeseen conditions or irregularities, and why the additional fees are necessary. Either a time extension or additional fees granted to AUDITOR is at the sole discretion of COUNTY. 1.7 AUDITOR shall take reasonable steps to bring errors to the attention of an appropriate level of COUNTY management so that management can take corrective action, Any adjustments to the books and records will be made only after review and only on direction of responsible authority. 1.8 The COUNTY will send its Comprehensive Annual Financial Report (CAFR) to the Government Finance Officers Association of the United States and Canada for review in its Certificate of Achievement for Excellence in Financial Reporting Program. Therefore, the COUNTY shall also provide additional financial and non-financial information not subject to examination by the AUDITOR, but necessary for the reporting standards of such Certificate of Achievement. It is expected that the AUDITOR will provide any special assistance reasonably necessary to assist the COUNTY in continuing to meet the requirements of that program as part of the fixed fee compensation of this Agreement. 2. ASSISTANCE TO BE FURNISHED BY THE COUNTY. It is understood and agreed that COUNTY and Constitutional Officers' staff participation in the audit will be limited to activities within the normal course of business, and any assistance with the audit by COUNTY personnel shall be limited to matters within the normal scope of the employees' work responsibility. The COUNTY will prepare and furnish to the AUDITOR certain workpapers required to support the financial information under audit, but they will be in the format designed by the COUNTY. 3. TERM OF ENGAGEMENT. This Agreement provides for professional auditing services for the fiscal years ending September 30, 2003, 2004, and 2005. This agreement shall come into effect on the date first written above and remain in effect until the completion of the 2005 financial audit unless earlier terminated in accordance with paragraphs 12 and 13, below~ 4. COMPENSATION AND TERMS OF PAYMENT. The COUNTY shall pay to the AUDITOR a fixed fee for the annual audit of the COUNTY's financial statements according to the following fee schedule, This fee is all-inclusive, and no charge for travel, telephone bills, copying or any other related fees or expenses shall be billed. Payment under this agreement is contingent upon annual appropriation. FISCAL YEAR ENDED CONTRACT AMOUNT September 30, 2003 $178,000 $1831340 $188,840 September 30,2004 September 30,2005 The following hourly fees shall apply to extra work done for the term of this contract by AUDITOR, whether under this Agreement or for extra work requested by the Board of County Commissioners: Partner in Charge $ 200 Senior Manager $ 150 Manager $ 130 Senior Accountant $ 115 Staff Accountant $ 80 Clerical $ 50 Fees for the optional years' extension of this Agreement shall be negotiated when the option is exercised, Termination prior to the end of the agreement or any extended year shall occur whenever funds cannot be obtained or cannot be continued at a level sufficient to allow for the continuation of this agreement pursuant to the terms herein. In the event that funds cannot be continued at a level sufficient to allow the continuation of this agreement pursuant to the terms specified herein, this agreement may then be terminated immediately by written notice of termination delivered in person or by mail to AUDITOR. An invoice for the portion of the total amount of the Agreement in proportion to the work completed to date shall be submitted to the COUNTY on a monthly basis, The invoice will include a description of work completed for each of the COUNTY entities to be audited, the total amount of the agreement, billings to date and payments to date, The invoices shall be in a form approved by the Clerk of the Circuit Court, The maximum amount to be paid prior to fulfillment of the terms of the Agreement shall be ninety (90) percent of the total annual compensation. The retainage will be payable upon completion of each year's audits. 5. RECORDS. All working papers and reports will be retained by the AUDITOR, at the AUDITOR's expense, for a minimum of five years from the date the reports are issued, or such longer period as may be required to satisfy legal and administrative requirements, The Auditor will be required to make the working papers available, upon request, to the following parties or their designees: A. COUNTY B. Auditor General of the State of Florida C. V,S, General Accounting Office D. Parties designated by the federal government, the State of Florida, or by the COUNTY as part of an audit quality review program E, Auditors of entities of which the County is a subreceipient of grant funds F. Successor auditors G, Other parties as deemed necessary by the COUNTY, subject to AUDITOR agreement H. Other parties entitled by law to access such papers 6. MODIFICATIONS. AMENDMENTS. ASSIGNMENT AND SUBCONTRACTING. Any and all modifications of the tenns of this agreement shall be only amended in writing and approved by the Board of County Commissioners for Monroe County, The Contractor shall not assign or subcontract or transfer any interest in this Contract or assign any claims for money due or to become due under this Contract without first obtaining written and executed consent from COUNTY, 7. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the AUDITOR is an independent contractor and not an employee of the Board of County Commissioners of Monroe County, No statement contained in this agreement shall be construed as to find the AUDITOR or any of its employees, contractors, servants or agents to be the employees of the Board of County Commissioners of Monroe County, and they shall not be entitled to any of the rights, privileges or benefits of employees of Monroe County, 8. COMPLIANCE WITB LAW, In carrying out its obligations under this agreement, the AUDITOR shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provisions of this agreement, including those now in effect and hereafter adopted, Any violation of said statutes, ordinances, rules or regulations may constitute a material breach of this agreement, which would entitle the county to tenninate this agreement immediately upon delivery of written notice of tennination to the AUDITOR. 9. HOLD HARMLESSIINDEMNlFICATION. Each party ("Indemnifying Party") shall indemnify and hold hannless the other ("Indemnified Party") from any and all claims, suits, actions, liabilities and reasonable defense costs, in each case solely for bodily injury to individuals and physical damage to tangible property to the extent directly and proximately caused by the acts or omissions of the Indemnifying Party while AUDITOR is engaged in the perfonnance of services under this Agreement; provided, however, that if there is also fault on the part of the Indemnified Party, the foregoing indemnity shall be on a comparative fault basis, and provided that COUNTY's liability is limited to the statutory limitation in Florida Statutes 768.28. 10. ANTI-DISCRIMINATION. The AUDITOR agrees that they will not discriminate against any of their employees or applicants for employment or against persons for any benefit or service because of their race, color, religion, sex, national origin, or physical or mental handicap where the handicap does not affect the ability of an individual to perfonn in a position of employment, and to abide by all federal and state laws regarding non-discrimination. 11. ANTI-KICKBACK. The AUDITOR warrants that no person has been employed or retained to solicit or secure this agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, and that no employee or officer of the COUNTY has any interest, financially or otherwise, in the said funded project. For breach or violation of this warranty, the COUNTY shall have the right to annul this agreement without liability or, in its discretion, to deduct from the agreement price or consideration, the full amount of such commission, percentage, brokerage or contingent fee. 12. TERMINATION WITHOUT CAUSE. This Agreement may be terminated, without cause1 by either of the parties, For each fiscal year to be audited, written notice to the other party not later than June I of the fiscal year to be audited will constitute appropriate cancellation of the Agreement. 13. TERMINATION FOR BREACH. If the AUDITOR breaches any provision of this Agreement, the COUNTY shall notify the AUDITOR in writing within fourteen (14) days or some other time period deemed acceptable to the COUNTY to cure this breach. The COUNTY by failure to provide notice to the AUDITOR or accepting work under this Agreement does not waive or limit its authority to find the AUDITOR in breach of this agreement for subsequent breaches, After notification of breach and the Agreement has been terminated, the COUNTY shall pay the AUDITOR fair and equitable compensation for work completed prior to termination of the agreement, less any amount of damages caused by the AUDITOR's breach. If the damages are more than compensation due to the AUDITOR, the AUDITOR will remain liable after termination and the COUNTY can affirmatively collect damages. The AUDITOR may terminate the Agreement for failure of the COUNTY to fulfill its duties and obligations upon giving the COUNTY sixty (60) days prior written notice. 14. ENTIRE AGREEMENT. The COUNTY Audit Selection Committee Request for Qualification for Professional Auditing Services dated August 25,2003, and AUDITOR Proposal to Provide Independent Audit Services for the Years Ending September 301 2003 to 2005, and this Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supercedes any and all prior agreements with respect to such subject matter between the AUDITOR and COUNTY. It is understood and agreed that in the event of a conflict between the terms ofthis Agreement and the terms of the above stated documents, the terms of the Agreement shall control. 15. CONSENT TO JURISDICTION. This agreement, its performance, and all disputes arising hereunder, shall be governed by the laws of the State of Florida, and both parties agree that the proper venue for any actions shall be in Monroe County. 16. ETHICS CLAUSE. AUDITOR warrants that AUDITOR has not employed, retained or otherwise had act on AUDITOR's behalf any former County officer or employee in violation of Section 2 or Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No, 10-1990, For breach or violation of the provision the COUNTY may, at its discretion tenninate this agreement without liability and may also, at its discretion, deduct from the agreement or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the fonner or present County officer or employee. 17. PUBLIC ENTITY CRIME STATEMENT. A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on an agreement to provide any goods or services to a public entity, may not submit a bid on an agreement with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perfonn work as a contractor, supplier, sub-contractor, or consultant under a agreement with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287,017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. AUDITOR represents that AUDITOR has not been placed on the convicted vendor list. 18. AUTHORITY. AUDITOR warrants that it is authorized by law to engage in the perfonnance of the activities encompassed by the project herein described, Each of the signatories for the AUDITOR below certifies and warrants that the AUDITOR's name in this agreement is the full name as designated in its organizing documents; that they are empowered to act and contract for the AUDITOR, and this agreement has been approved by the legal governing body of AUDITOR. 19. LICENSES. AUDITOR warrants that it shall have, prior to commencement of work under this agreement and at all times during said work, all required licenses whether federal, state, COUNTY or City, 20. INSURANCE. AUDITOR agrees that it maintains in force at its own expense a liability insurance policy which will insure and indemnify the AUDITOR and the COUNTY from any suits, claims or actions brought by any person or persons and from all costs and expenses of litigation brought against the AUDITOR for such injuries to persons or damage to property occurring during the agreement or thereafter that results from perfonnance by AUDITOR of the obligations set forth in this agreement. At all times during the tenn of this agreement and for one year after acceptance of the project, AUDITOR shall maintain on file with the COUNTY a certificate of the insurance of the carriers showing that the aforesaid insurance policy is in effect. The following coverage shall be provided: I. Workers Compensation insurance as required by Florida Statutes. 2, Commercial General Liability Insurance with minimum limits of $500,000 per occurrence for bodily injury, personal injury and property damage. 3, Comprehensive Auto Liability Insurance with minimum limits of $300,000 combined single limit per occurrence, 4, Professional Liability Insurance which will respond to damages resulting from any claim arising out of the perfonnance of professional services or any error or omission of the AUDITOR arising out of work governed by this agreement, Such insurance shall have the following minimum amounts of liability: $250,000 per Occurrence/$500,000 Aggregate, The policies shall provide no less than 30 days notice of cancellation, non-renewal or reduction of coverage. At all times during the term of this agreement and for one year after acceptance of the project, AUDITOR shall maintain on file with the COUNTY a certificate of insurance showing that the aforesaid insurance coverages are in effect. 21. FORCE MAJEURE. The AUDITOR shall not be liable for any failure or delays resulting from circumstances or causes beyond its reasonable control, including, without limitation, acts or omissions due to fire or other casualty, natural disasters, war or other violence, or any law, order or requirement of any governmental agency or authority. 22. NOTICE. Any written notice to be given to either party under this agreement or related hereto shall be addressed and delivered as follows: For AUDITOR: Ron Conrad, Partner Cherry, Bekaert & Holland, L.L.P. 800 N. Magnolia Avenue, Ste. 1300 Orlando, FI. 32803 For COUNTY: Danny L. Kolhage, Clerk 500 Whitehead Street, Ste, 101 Key West, FL 33040 and County Attorney P.O. Box 1026 Key West, FL 33041 .- . . '.... IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed the day and year first above written. ;/ :/ J . (SEAL) \AttEST: DANNY L. KOLHAGE, CLERK \\._- ' BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: ~)J~ >n ~ Mayor/Chairman -OJ >. ..:~~M c. JfJM cvJk) ';;:~;~~::"i;:'-;:L~.~('::// Deputy Clerk ~ C ~ AUDITOR: CHERRY, BEKAERT & HOLLAND, L.L.P, By: ~a.~ Partner r-..:l .J. <:::) ." e::. 0 0 ...... r- :;r .l> 0 ", :::c ,.,z ,.." 0 o,z n "':x-< .." c"). , oC"). N 0 c: - ='~ ;.0 z?Oa :z:- ::::0 -t (") r :<;-1 ~. :J: f'Tl " ~~ 9 r.J r- C') 0 ...... rq ::u po \.0 ':J ATTACHMENT A LIMITATIONS OF THE AUDITING PROCESS The annual audit of the COUNTY will include procedures designed to obtain reasonable, rather than absolute, assurance of detecting misstatements due to errors or fraud that are material to the basic fmancial statements. There are, however, inherent limitations in the auditing process. For example, audits are based on the concept of selective testing of the data being examined and are, therefore, subject to the limitation that material misstatements due to errors or fraud, if they exist, may not be detected. Also, an audit is not designed to detect error or fraud that is immaterial to the basic financial statements. As required by the Single Audit Act Amendments of 1996 and OMB Circular A-B3 and the Florida Single Audit Act, the COUNTY'S annual audit will include tests of transactions related to major federal and state award programs for compliance with applicable laws and regulations and the provisions of contracts and grant agreements. Because an audit is designed to provide reasonable, but not absolute assurance and because AUDITOR will not perform a detailed examination of all transactions, there is a risk that material errors, fraud, other illegal acts, or noncompliance may exist and not be detected by AUDITOR. In addition, an audit is not designed to detect immaterial errors, fraud, or other illegal acts or illegal acts that do not have a direct effect on the basic financial statements or to major programs. It should be recognized that an audit generally provides no assurance that illegal acts will be detected, and only reasonable assurance that illegal acts having a direct and material effect on the determination of financial statement amounts will be detected. However, AUDITOR will inform COUNTY of material errors and fraud, or illegal acts that come to AUDITOR'S attention during the course of the audit. AUDITOR will include such matters in the reports as required for a federal and state Single Audit. If, for any reason, AUDITOR is unable to complete the audit, or is unable to form or has not formed an opinion on the basic financial statements, AUDITOR may decline to express an opinion or decline to issue a report as a result of the engagement. RESPONSmILITIES AS TO INTERNAL CONTROLS As a part of the annual audit, AUDITOR will consider the COUNTY'S internal control structure, as required by auditing standards generally accepted in the United States of America and Governmental Auditing Standards, sufficient to plan the audit and to determine the nature, timing, and extent of auditing procedures necessary for expressing an opinion concerning the basic financial statements. COUNTY recognizes that the basic financial statements and the establishment and maintenance of an effective internal control over financial reporting are the responsibility of management. COUNTY also recognizes that management is responsible for identifying and ensuring that the COUNTY complies with the laws and regulations applicable to its activities. Appropriate supervisory review procedures are necessary to provide reasonable assurance that adopted policies and prescribed procedures are adhered to and to identify errors, fraud, or illegal acts. An audit is not designed to provide assurance on internal control. As part of AUDITOR'S consideration of the COUNTY'S internal control structure, however, AUDITOR will inform COUNTY of reportable conditions and other matters that come to AUDITOR'S attention and that represent significant deficiencies in the design or operation of the internal control structure, ifany, as required by OMB Circular A-l33. COUNTY management is also responsible for the design and implementation of programs and controls to prevent and detect fraud, and for informing AUDITOR about all known or suspected fraud affecting the COUNTY involving (a) management, (b) employees who have significant roles in internal control, and (c) others where the fraud could have a material effect on the financial statements. COUNTY management is also responsible for informing us of knowledge of any allegations of fraud or suspected fraud affecting the COUNTY received in communications from employees, former employees, regulators, or others. As required by OMB Circular A-l33, AUDITOR will perform tests of controls to evaluate the effectiveness of the design and operation of controls that we consider relevant to preventing or detecting material noncompliance with compliance requirements, applicable to each major federal and state award program. However, such tests will be less in scope than would be necessary to render an opinion on those controls and, accordingly, no opinion will be expressed in the report on internal control issued pursuant to OMB Circular A-l33. RESPONSIBILITIES AS TO COMPLIANCE As part of obtaining reasonable assurance about whether the basic financial statements are free of material misstatement, we will perform tests of the COUNTY'S compliance with applicable laws and regulations and the provisions of contracts and agreements, including grant agreements. However, the objective of those procedures will not be to provide an opinion on overall compliance and AUDITOR will not express such an opinion in the report on compliance issued pursuant to Government Auditing Standards. OMB Circular A-l33 and the Florida Single Audit Act require that AUDITOR also plan and perform the audit to obtain reasonable assurance about whether the auditee has complied with applicable laws and regulations and the provisions of contracts and grant agreements applicable to major programs. Audit procedures will consist of the applicable procedures described in the OMB Circular A-l33 Compliance Supplement and the Governor's State Projects Compliance Supplement for the types of compliance requirements that could have a direct and material effect on each of the COUNTY'S major programs. The purpose of those procedures will be to express an opinion on the COUNTY'S compliance with requirements applicable to major programs in our report on compliance issued pursuant to OMB Circular A-l33 and the Florida Single Audit Act. REPRESENTATION FROM MANAGEMENT COUNTY management is responsible for the fair presentation of the basic financial statements in conformity with accounting principles generally accepted in the United States of America, for making all financial records and related information available to us, and for identifying and ensuring that the entity complies with the laws and regulations applicable to its activities. COUNTY management is also responsible for adjusting the financial statements to correct material misstatements. Additionally, as required by OMB Circular A-I33, it is management's responsibility to follow up and take corrective action on prior audit findings and to prepare a summary schedule of prior audit findings and a corrective action plan. The summary schedule of prior audit findings and the corrective action plan should be made available to us during the course of our engagement. COUNTY management, at the conclusion of the engagement, will provide to AUDITOR a representation letter that, among other things, addresses these matters and confirms certain representations made during the audit, including, to the best of management's knowledge and belief, the absence of fraud involving management or those employees who have significant roles in the entity's internal control, or others where it could have a material effect on the basic financial statements. The representation letter will also affirm to AUDITOR that management believes that the effects of any uncorrected misstatements aggregated pertaining to the current year financial statements are immaterial, both individually and in the aggregate, to the financial statements taken as a whole.