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Resolution 276-1984 Danny L. Kolhage Clerk RESOLUTION NO. 276-1984 A RESOLUTION AUTHORIZING THE CHAIRMAN OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, TO APPROVE AND EXECUTE AN AGREEMENT BY AND BETWEEN MONROE COUNTY AND KEMP & ROSASCO, CERTIFIED PUBLIC ACCOUNTANTS. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, as follows: That the Mayor and Chairman of the Board of County Commis- sioners of Monroe County, Florida, be and is hereby authorized to execute an Agreement by and between Monroe County and Kemp & Rosasco, Certified Public Accountants, a copy of which is attached hereto. PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of said Board held on the 21st day of September, A.D. 1984. BOARD OF COUNTY COMMISSIONERS OF /~ COUNTY, F~ORIDA By/ZJ?--rL-- <:;;~ .. P.... May6rretiffrnfah-~ ( Seal) Attest :DANNY L. KOLHAGE, Clerk '4 1 ~ "-i(ysaL,/\::~~~,7VV ~// er / / APPROVED AS TO FORM AND LEGAL SUFFICIENCY. 8Y~d ~~<;~k' A ome.,. Office AGIZEEMENT Between MONROE COUNTY and KEMP & ROSASCO, Certif~ed Public Accountants PROVIDING FOR AN AUDIT OF COUNTY RECORDS COrlliENCING JULY 1, 1984 AND TO BE FOR THE NEXT CONSECUTIVE THREE YEARS TO TE~~INATE AT THE CONCLUSION THEREOF. KNOV.J ALL MEN BY THESE PRESENTS: That MONROE COUNTY, a Body Corporate and Politic, and a Political Subdivision or the State or Florida, hereinafter referred to simply as COUNTY, through its Board of County Commissioners, which term shall include their successors and assigns, AND KEMP & ROSASCO, Certified P~blic Accountants, having its principal place of business at #12 Luani Plaza, 1438 Kennedy Drive, Key West, Florida 33040, P. O. Box 309, Key West, Florida 33040, and doing business or authorized to do business in the State of Florida, hereinafter referred to simply as AUDITOR. WIT~ESSETH, that, for and in consideration of the ffiutual terms and conditions, proTIlises, covenants and payments hereinar- ter set forth, COUNTY and AUDITOR hereby agree as follows: ARTICLE 1 PREAMBLE In order to establish the background, context and frame of reference for this Agreement and to manifest the cbjectives and intentions of the respective parties herein, the following statements, representations and explanations shall be accepted as predicates for the undertakings and corrmitments included within the provisions which follow and may be relied upon by the parties' essential elements of the mutual considerations UDon which this Agreement is based. 1.1 Section 11.45 of the Florida Statutes and Section 10.800 or the rules of the Auditor General of t~e State of Florida, which are not incorporated herein by rererence, require tha~ the COUNTY shall provide annually for a financial audit of the acco~nts and finances of the COUNTY. 1.2 Monroe County, pursuant to Florida Statute 11.45 when hiring consultanLs, undertook a selection and negotiation process as required by Florida Statutes in seeking a firm to perform the required audit. 1.2.1 The Audit Selection Co~mittee to ~vhich this responsibility was delegated selected four (4) qualified firms and made its reco~~endation to the Board of County Cowmissioners on , 1984. 1.2.2 On , 1984, the Board of County Cowmissioners voted to hire the firm of Kemp & Rosasco to perform the Financial Audit as required by Florida Statute 11.45 and Section 10.800 of the Rules of the Auditor General of the State or Florida, provided that the firm could agree upon the ~errns of a contract to be prepared by the Monroe County Attor- ney's Office. ARTICLE 2 DEFINITIONS 2.1 COUNTY -- Monroe County, a body politic and a poliLical subdivision of the State of Florida. 2.2 AUDITOR -- Kemp & Rosasco, Certified Public Accoun- tants. 2.3 FINANCIAL AUDIT -- An examination of the financial statements in order to express an opinion of the fairness with which Lhey present financial position, results of operations, and changes in financial position in conformity with generally accepted government accounting principles and an examination to determine whether operations are properly conducted in accordance with legal and regulatory requirements. 2.4 FINANCIAL AUDIT REPORT REQUIRED BY STATUTES -- The financial audit report, as required by F.S. 11.45 and Section 2 10.800 of the Rules of the Auditor General, shall consist of the f 0 llov~'ing : 2.4.1 AUDITOR'S REPORT ON EXAHINATION OF FINANCIAL STATEMENTS -- The report prepared by an auditor covering the audit or investigation made by him. The report shall include but not be limited to: a.) a statement of the scope of the audit; b.) Explanatory comments (if any) concerning exceptions by the auditor as to application of either generally accepted auditing standards or generally accepted accounting principles or the consistency of application of such principles; c.) the Auditor shall express an unqualified opinion on the financial statements of all funds. If unable to exp~ess an unqualified opinion the Auditor should state the reasons for qualification or disclaimer of opinion. 2.4.2 FINANCIAL STATEMENTS -- A balance sheet, statement of revenues and expenditures, or other statements of presentation of financial data, including accompanying notes, derived from the accounting reco~ds presented in conformity with the fund and/or account group classifications as required for compliance with Section 10.800 of the Auditor General. 2.4.3 AUDITOR'S LETTER OF COMtfENTS AND RECO~1ENDA- TIONS -- A letter to the COUNTY containing various comments and recoITmendations by the AUDITOR based upon a review of the COUNTY'S system of internal accounting and operating controls and other findings. Similar letters shall be submitted to each of the County Constitutional Officers. 2.4 AUDITING SERVICES -- The services related to performing a financial audit as defined in Article 2.3. Auditing services also include similar examination and/or review procedures that may be requested by the Board of County Commissioners as extra work which would involve exclusively the use of the AUDITOR'S auditing staff. Such extra work may only be authorized by written approval of the Board of County Cornrnissioners. 3 ARTICLE 3 FINANCIAL AUDIT SCHEDULE 3.1 FISCAL YEAR ENDING SEPTEMBER 30, 1984. The Financial Audit for the fiscal year ended September 30, 1984 shall be completed and final report as defined in Article 2.4 be submitted on or before Harch 31, 1985. And on or before March 31 of each succeeding year for the term of this contract. ARTICLE 4 SCOPE OF AUDIT 4.1 FUNDS AND ACCOUNT GROUPS. The financial statement shall be prepared in conformance with the primary funds and accounts groups as described in CJ...AFR, as amended by Statement 1 relating thereto, with supplemental schedules as required for compliance ~vith Section 10.800 of the Rules of the Auditor General of the State of Florida. Funds may be combined to the extent permitted by the Industry Audit Guide and by Statement 1. 4.1.1 PRIMARY REPORT ON GENERAL PURPOSE FINANCIAL STATEMENTS. The following funds and accounts groups are used by COUNTY and in conformity with generally accepted principles of governmental accounting, are those into which the general purpose financial statements are to be classified and grouped for finan- cial reporting and audit opinion purposes: General fund Special revenue funds Debt service funds Enterprise funds Intergovernmental service funds Special assessmenL funds General fixed asset group of accounts General long-term debt group of accounts Translator fund Tourist Development Council fund Capital Projects Fund Audit of the 1981 Improvement Bond account and related general long-term debt and service account Monroe County Group Insurance Self-insurance fund 4 4.1.2 SUPPLEMENTAL FINANCIAL REPRESENTATIO~S. Supple- mental to the above funds and account groups are the financial representations of the following entities and/or Constitutional Officers: Monroe County Board of County Cowmissioners Supervisor of Elections of Monroe County Monroe County Clerk of the Circuit Court Clerk ex-officio of the Board of County Co~~issioners Monroe County Tax Collector Monroe County Property Appraiser Monroe County Sheriff Financial representations relating to each of the above entities or Constitutional Officers shall be included as supplemental data to the general purpose financial statements and shall be reported on accordingly. 4.2 SPECIAL REPORTS. Special reports shall be prepared as required by, and in accordance with, bond inde~tures existing at the date of this contract as follows: a.) Federal Revenue Sharing b.) Card Sound Bridge Revenue Sharing c.) 1965 Certificates of Indebtedness d.) r1SD $8,000,000 Improvement Bonds Series 1980 e.) Attachment P to Circular No. A-102 of the Office of Management and Budget. 4.3 GENERAL AUDIT CONDITIONS 4.3.1 The AUDITORS will conduct pre-audit conferences with the Constitutional Officers of Monroe County concerning the ensuing auditing program, prior to cowmencement of their field work connected with each annual audit. 4.3.2 The AUDITORS will communicate in writing with the Board of County Commissioners and all Constitutional Officers on or before November 1st of each year concerning any item revealed during the field work which may be included in the Management Letter to be issued pursuant to the provision entitled r~NAGEMENT LETTER which is Section 4.4 of this contract. 5 4.4 }i~NAGEMENT LETTER 4. L:.. 1 A tentative Mdnagement Letter and preliminary financial audit report shall be delivered to the COUNTY and each County Agency no later than Marc:l 1, 1985 for fiscal year ending September 30, 1984. And such letter on each of the next succeed- ing audit years to be delivered on or before MaTch 15 of said year s . 4.4.2 A final financial audit report shall be submit- ted in accordance with Article 3 hereof. 4.5 COMPLIANCE LETTER. In addition to the Management Letter, and in the same manner, the AUDITOR shall prepare and submit to the Board of County COInmissioners of Monroe County a letter regarding the COUNTY'S co@pliance with the terms of its various bond issues existing at the date of this contract. 4.6 AVAILABILITY OF RECORDS. It is further contemplated that records relating to the audit for each fiscal year conll~enc- ing on September 30, 1984 shall be available at the conclusion of each fiscal year or no later than January 1, 1985 and January 1 or each succeeding year during ~he term of the contract. 4.7 AUDIT STANDARDS. Each audit shall be done in conformi- ty with generally accepted auditing standards as promulgated through the American Institute of Certiried Public Accountants (AICPA) Industry Audit Guide, Audits for State and Local Govern- Qental Units, AICPA standards and procedures, and, excluding the review or economy and efficiency of operations and program results, standards and procedures set forth ir:he publication Standards for Audit of Governmental Organizations, Programs, Activities and Functions, COTI~troller General of the United States. Requirements of Federal and State agreements and stat- utory audit requirement will be conformed with as each may b2 applicable. L, .8 COOPERATION WITH AUDITOR GENERAL AND CONSULTING FIRNS. Where applicable, Kemp & Rosasco, as the COUNTY'S principal auditors shall coordinate their work and cooperate with the Auditor General of the State of Florida, and with any and all 6 consultin~ firms under contract to Monroe County and other County Agencies. 4.9 IRREGULARITIES. Should irregularities or other unfore- seeable 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 available 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 unroreseen conditions or irregularities, and why the addi- tional fees are necessary. Whether a time extension or addition- al fees are granted to AUDITOR is at the sole discretion of COUNTY. 4.10 ILLEGAL ACTS. The AUDITOR is aware that illegal acts may be discovered curing the audit. However, it is recognized that the audit cannot be relied upon to assure the discovery of illegal acts, nor is the audit primarily or specifically designed to disclose defalcations and other illegal acts, though their discovery may result. The AUDITOR agrees to iITmediately disclose the discovery of any and all illegal acts to the Board of County Commissioners. 4.11 STANDARD CARE. In the performance of the audit, the AUDITOR shall be bound by and shall make the examination in accordance with generally accepted auditing standards. 4.12 RESTRICTION. The AUDITORS are hereby prohibited from providing routine and ordinary bookkeeping and/or accounting services for the Board of County Commissioners or any Constitu- tional Officer during the term of this contract and will perform the services only as is prescribed in this contract. ARTICLE 5 EXTRA WORK 5.1 EXTRA WORK TO BE SPECIFICALLY REQUESTED BY COUNTY. The AUDITOR, upon receipt of a written request from the COUNTY, shall 7 Derform such additional auditing services as requested by the County. This may include a review of the efficiency and economy of operations, systems of internal control, operating and manage- ment procedures and effectiveness in achieving program results. The purchase of specialized services or extra audit services required by special federal or state reporting requirements shall require submission of a written proposal by the AUDITOR for agreement and approval by COUNTY. Such extra work shall be covered by a separate contract. The cost of such specialized services shall be computed and billed in accordance with the provisions of Article 7 of this Agreement. ARTICLE 6 WORK PAPERS 6.1 For a period of three (3) years after completion of any work provided for herein, the AUDITORS shall make its work papers records and other evidence and documents relating to such work available for inspection and copying by the COUNTY and by the auditors' retained by the COUNTY who succeed Kemp & Rosasco to the extent necessary to support the balance set forth in the most recent financial statements of the COUNTY On which the AUDITOR has reported. All public records under Florida Law shall be made available to the COUNTY, successor C.P.A. Firms, and to the general public. Any copying done shall be at the expense of the copying party. Other requests for access to such documents will be considered by the AUDITOR, but the AUDITOR has no obligation to grant them. ARTICLE 7 COMPENSATION 7.1 ~l~XlMUM FEES FOR FISCAL YEARS ENDED SEPTEMBER 30, 1984 AND SEPTEMBER 30, 1985 AND 1986. AUDITOR has exercised its best efforts in attempting to estimate the ti~e requirements and based upon that estimate has established a fee for the three (3) years in which this audit shall be undertaken. In that the successful bid accepted by the County Commission of Monroe County was in the 8 sum of One. Hundred Fifty-seven Thousand Five Hundred Dollars ($157,500.00) for the next three (3) succeeding fiscal years it is agreed that the successful bidding party, Kemp & Rosasco, shall be paid in the following fashion; that in accordance. with the hourly rates hereinafter disclosed in 7.2 of the Agreement such records shall be made available to and delivered to the COUNTY from time to time and the COUNTY shall pay to Kemp & Rosasco on monthly billings therefore. It is agreed that the contemplated amounts to be paid during the next three (3) fiscal years shall be as follows: FISCAL YEAR ENDINGS: September 30, 1984 $ 50,000.00 September 30, 1985 52,500.00 September 30, 1986 55,000.00 Total for three ( ') , year period ..J) (bid c,"s accepted) C: 157,500.00 y 7.2 HOURLY FEES. The following schedule of hourly fees shall apply to all accounting and auditing services or for extra work done for the term of this contract by Lhe AUDITOR, whether under this Agreement or for extra work requested by the Board of County Cowmissioners. Partner In charge $ 75.00 per hour Hanager $ 60.00 per hour Senior Accountant S 45.00 per hour Staff Accountant $ 30.00 per hour Clerical $ 18.00 per hour 7.3 BILLING. Each four weeks AUDITOR shall submit a billing for all fees and expenses occurring during the preceding four weeks attributable to the audit against this conLract. These billings shall reflect the total hours of work performed pursuant to the staff categories listed in Article 7.2. Such billings shall also describe any reimbursable expenses and the extent to which such expenses are reimbursable under this contract. 9 The Statement shall show 2 summary of fees and expenses with accrual of the total and credits for portions paid perviously. Each statement shall shov7 the proportion of the guaranteed maximum payment that has been expended through previous billings. 7.4 PAYMENT. COUNTY agrees to promptly process each monthly statement received from AUDITOR and it shall remit billings within thirty (30) days of receipt of AUDITORS' monthly statement. 7.5 RECORD KEEPING. AUDITOR agrees to keep such records and accounts as may be necessary in order to record complete and correct entries as to personnel hours charged and any expenses ror which AUDITOR expects to be reimbursed. Such books and records will be available at all reasonable times for examination and audit by COUNTY. 7.6 NO ADDITIONAL COMPENSATION FOR EXPENSES. Except as described in Article 7.1 or unless incurred at the specific request of the COUNTY, AUDITOR shall not be reimbursed for any travel, per diem, photocopying, telephone bills, or related expenses. ARTICLE 8 GENERAL 8.1 NO ASSIGNMENT BY AUDITOR. This Agreement, or any interest herein, shall not be assigned, transferred or otherwise encumbered under any circumstances by the AUDITOR, EXCEPT BY THE EXPLICIT DIRECTION OF THE County Commission of Monroe County, it being understood, however, that the persons mentioned in para- graph 7.2, who will undertake the actual work under this contract are to be excluded from this provision. However, the Agreement shall run to the COUNTY and to any of its successors. 8.2 AUDITOR SHALL BE FAMILIAR WITH ALL APPLICABLE LAWS. The AUDITOR shall familiarize themselves with and comply v7ith the provisions of any and all Federal, State and County Orders, Statutes, Ordinances, Charter, Bond Covenants, Administrative Code, Rules and Regulations, which may pertain to the work required under this Agreement, including specifically those which 10 pertain to "Conflicts of Interest" and "EmploYTIent Discrimir..a- tiO~-in . 8.3 TERMINATION. This contract can be terminated only for cause. 8.4 REPRESENTATIVES OF COUNTY. The COUNTY and each County Agency shall designate a representative through whom all co~~u- nications pertaining to the day-to-way conduct of the audit shall be addressed and shall notify AUDITORS accordingly. Such indi- viduals may, from time to time, designate one or more of his staff to perform all or part of the functions required hereundeR and shall so advise the AUDITOR. 8.5 REPRESENTATIVES OF AUDITOR. The AUDITOR shall inform the COUNTY and other County Agencies of the name of the represen- tative of the AUDITOR to whom matters involving the conduct of ~he audit shall be addressed. 8.6 INCORPORATION OF ALL PRIOR AGREEMENTS. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements,or understandings applicable to the matters contained herein and the parties agree that there are not commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements whether oral or written. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. 8.7 REPORT COPIES. AUDITOR shall provide twenty (20) copies of the final financial report to COUNTY. 8.8 EXECUTION. This document shall be executed in ten (10) counterparts, each of vJhich shall be deeDed an original. IN WITNESS WHEREOF, the parties hereto have made and execut- ed this Agreement on the respective dates under each signature: MONROE COUNTY through its BOARD OF COUNTY COMMISSIONERS, signing 11 . . by and through its ChaiTman, ac:.tio.orized to execute sam,::: by Board action or~ the day of , 1984, and KEl1P & ROSASCO, Certified Public Accountants. COUNTY MONROE COUNTY, through its BOARD OF COUNTY COM}IISSIONERS By Mayor/Chairman (Seal) Attest: Clerk day of , 1984 This document prepared for Monroe County, Florida by LUCIEN C. PROBY, JR. County Attorney 310 Fleming Street Key West, Florida 33C40 ( 305) 294 - 4641 ex t. 470 By Lucien C. Proby, Jr. County Attorney AUDITOR \HTNESS: KEMP & ROSASCO, Certified Public Accountants By day of 1984 P. oPf.'O\/ED AS 70 FO:.:5 /1,VD LEGAL SUFFi';fE/','CY. - \ ,,:\' '\ '\ -rJ" <.... r!\:l ","-~'6 {)/\A.,)\", ",r-...f-~ ~~.\l'\~c_,..JY"\(:>-rrv-~ ' /-ttrarnev's Office 12