AGREEMENT TO PROVIDE FOR AN ANNUAL AUDIT OF FINANCIAL ACCOUNTSAGREEMENT
THIS AGREEMENT, made and entered into this 2 t day of August,
2015 by and between the CITY OF CLEARWATER, FLORIDA, a municipal
corporation of the State of Florida, located at 112 S. Osceola
Avenue, Clearwater, Florida 33756, hereinafter referred to as "City ",
and Cherry Bekaert LLP, a firm of Certified Public Accountants,
located at 401 East Jackson Street, Tampa, Florida, hereinafter
referred to as "Contractor ";
WITNESSETH
WHEREAS, the City is required by Article II, Section 2.01(c)(3)
of the City Charter to provide for an annual audit of its financial
accounts; and
WHEREAS, the City participates in various Federal, State and
County Assistance programs which require independent financial and
compliance audits in accordance with rules established by the U.S.
Department of Housing and Urban Development, Florida Auditor General,
and other agencies; and
WHEREAS, the Contractor is in the business of public accounting,
is fully qualified to meet the requirements of applicable City, State
and Federal law, and desires to perform the necessary services:
NOW, THEREFORE, the parties agree as follows:
1. Recitals. The foregoing recitals are true and correct and
are incorporated in and form a part of this Agreement.
2. The "Auditor Services Documents" form the Auditor Services
Agreement. The Auditor Services Documents consist of this
Agreement between the City and the Contractor (hereinafter
"Agreement ") and its attached Exhibits: City of Clearwater
Request For Proposal for Professional Auditing Services, ( "RFP
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47 -15 ")issued May 14, 2015 (Exhibit "A "); Proposal to provide
Professional Auditing Services to the City of Clearwater,
Florida ( "Proposal ") submitted June 11, 2015 (Exhibit "B ");
Engagement Letter from Contractor to City confirming
understanding of the services to be provided under the
Agreement ( "Engagement Letter ") (Exhibit "C "). The Auditor
Services Documents shall not be construed to create a
contractual relationship of any kind with any third party,
including any third party service provider used by the
Contractor in the fulfillment of its obligations under the
Agreement.
3. This agreement relates specifically to the City's fiscal
years ending September 30, 2015 thru 2019. This agreement may
be terminated by the City on the basis of unsatisfactory
performance, as determined by the City in its sole discretion,
with written notice at least six months prior to the September
30 fiscal year -end, or by the contractor for reasons specified
in the Engagement Letter which is hereby incorporated by
reference and made a part hereof. City Charter Section
2.01(c)(3) currently prohibits any single audit firm from
being employed for more than five consecutive years. The fees
for subsequent years are fixed per this agreement and not
expected to deviate from the amounts stated herein except for
unanticipated significant changes in the scope of auditing
services required by the City.
4. The Contractor shall review the City's comprehensive annual
financial report for compliance with GAAP and the applicable
requirements of the Certificate of Achievement for Excellence
in Financial Reporting program of the Government Finance
Officers Association and assist the City in complying with new
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or existing requirements. The Contractor shall, subject to the
terms and conditions of the engagement letter, render a report
on the fair presentation of the City's basic
statements and all individual non -major fund
statements, in conformity with generally accepted
principles, for the fiscal years
thru 2019. The Contractor shall,
financial
financial
accounting
ending September 30, 2015
subject to the terms
and
conditions of the engagement letter, render a report on the
fair presentation of the City's combining and individual fund
financial statements and schedules in conformity with
generally accepted accounting principles. The Contractor is
not required to audit the supplementary information contained
in the comprehensive annual financial report, however, the
Contractor shall provide an "in- relation -to" report on the
supplementary information based on the audit procedures
applied during the audit of the basic financial statements and
the combining and individual fund financial statements and
schedules. The Contractor is not required to audit the
introductory or statistical sections of the report.
The Contractor shall also perform the required financial and
compliance audits associated with Federal, State, and County
Assistance programs in accordance with the Federal Single
Audit Act of 1984 as amended; U.S. Office of Management and
Budget (OMB) Circular A -133; the provisions of the Florida
Single Audit Act (Section 215.97 Florida Statutes); and rules
of other agencies.
5. In performing the services described in #2 above, the
Contractor shall comply with the following:
° generally accepted auditing standards
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o standards set forth for financial audits in the U.S.
General Accounting Office's (GAO) Government Auditing
Standards
provisions of the Federal Single Audit Act as amended
• U.S. Office of Management and Budget (OMB) Circular A-
133
o Chapter 11.45 Florida Statutes
the Rules of the Auditor General of the State of
Florida, Chapters 10.550
o Regulations of the State Department of Banking and
Finance
o Audits of State and Local Governmental Units - AICPA
As a part of the audit, the Contractor will consider the
City's internal control structure, as required by generally
accepted auditing standards and Government Auditing
Standards.
6. Following completion of the audit, the Contractor shall,
subject to the terms and conditions of the engagement letter,
render the following reports:
o Express opinion on the fair presentation of the City's
basic financial statements in conformity with U.S.
generally accepted accounting principles no later than
February 28th annually.
o Express opinion on the fair presentation of City's
individual non -major governmental, non -major enterprise,
internal service and fiduciary funds financial
statements, including any budgetary comparisons presented
as basic financial statements, in conformity with U.S.
generally accepted accounting principles, no later than
February 28th annually.
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o Provide an "in- relation -to" opinion on the supporting
schedules of federal and state financial assistance, as
well as all statements and schedules included within the
financial section of the CAFR.
o Perform certain limited procedures involving required
supplementary information as mandated by generally
accepted auditing standards.
• Provide a report on internal controls over financial
reporting and on compliance and other matters based on an
audit of financial statements performed in accordance
with government auditing standards.
o Provide a report on compliance with requirements
applicable to each major Federal program and state
project and on internal control over compliance in
accordance with OMB Circular A -133; Chapter 10.550, Rules
of the Auditor General of the State of Florida; and the
Florida Department of Financial Services State Projects
Compliance Supplement.
o Provide a schedule of findings and questioned costs as
mandated by the Single Audit Act Amendments of 1996, OMB
Circular A -133, and the Florida Single Audit Act.
o Provide any other reports required by the Federal and
State Single Audit Acts.
o Provide a Management Letter as required by Section
10.554(1)(i) of the Rules of the Auditor General of the
State of Florida including all required disclosures.
o Provide an Independent Accountant's Report as required by
the Florida Auditor General.
The Contractor, at the end of the audit at no additional
cost to the City, will provide a report on the liftable
portion of the financial statements that would be suitable to
include with the financial statements included in a debt
issuance. When this report is used, the City will include in
their offering statement the following: "Cherry Bekaert LLP
our independent auditor, has not been engaged to perform and
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has not performed, since the date of its report included
herein, any procedures on the financial statements addressed
in that report. Cherry Bekaert LLP also has not performed any
procedures relating to this official statement."
8. The Contractor shall retain all working papers for a minimum
of five (5) years, unless notified in writing by the City of
the need to extend the retention period. The Contractor shall
make working papers available, upon request, to the following
parties or their designees:
o City of Clearwater
• U.S. Department of Housing and Urban Development
o U.S. General Accounting Office (GAO)
o Parties designated by the federal or state governments
or by the City of Clearwater as part of an audit
quality review process
o Auditors of entities of which the City of Clearwater
is subrecipient of grant funds
In addition the Contractor shall, providing all fees
have been paid, respond to the reasonable inquiries of
successor auditors and allow successor auditors to review
working papers relating to matters of continuing accounting
significance.
9. The Contractor shall assist the City in scheduling the
Comprehensive Annual Financial Report to be completed and
issued no later than March 15th, succeeding each fiscal year.
Contractor /City meetings will be held at least once per month
until completion of this contract. Weekly status meetings
shall be held while the Contractor is working at the City. The
Contractor shall complete performance under this contract by
March 31st succeeding each fiscal year.
10. The Contractor shall bill the City and the City shall pay
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the Contractor for the performance of the services under this
contract on the basis of the Contractor's normal and customary
charges for such services, plus ordinary out -of- pocket
expenses customarily stated separately by the Contractor in
his general practice. The total amount of this contract,
including out -of- pocket expenses, shall not exceed:
Fiscal 2015 $117,500
Fiscal 2016 $121,000
Fiscal 2017 $124,700
Fiscal 2018 $128,500
Fiscal 2019 $132,300
The City may, by amendment of this agreement, increase this
maximum fee and /or extend the completion date upon the
Contractor's showing evidence of conditions which require
substantially more time than would generally be required to
perform the prescribed services. Progress payments will be
made periodically for work completed to date based on
invoices submitted by the Contractor. The sum of such
progress payments shall not exceed ninety percent (90t) of
the maximum specified above. The final payment will be made
within thirty (30) days of receipt of the final audit
reports.
Miscellaneous Provisions
11. Budget Allocations.
The obligations of the parties are subject to appropriate
budgeted funds being available in each budget year to achieve
the purposes of this Agreement. In the event that sufficient
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budgeted funds are not available in a subsequent fiscal year,
this Agreement shall terminate on the last day of the fiscal
year for which sufficient budgeted funds are available without
penalty to either of the parties.
12. Record Retention.
Documents related to this agreement may be construed as public
record and shall be retained and provided as required by law.
13. Compliance With the Law.
Both Parties shall comply with all federal, state, county, and
local laws, regulations, and ordinances at all times.
14. Discrimination Prohibited.
The Parties shall, during the performance of this agreement,
comply with all applicable provisions of federal, state and
local laws and regulations pertaining to prohibited
discrimination.
15. Assignment.
This agreement is not assignable.
16. Severability.
Should any section or part of any section of this Agreement be
rendered void, invalid, or unenforceable by any court of law,
for any reason, such a determination shall not render void,
invalid, or unenforceable of any other section or any part of
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any section of this Agreement.
17. Amendments.
This Agreement constitutes the entire Agreement between the
Parties, and no change will be valid unless made by
supplemental written agreement executed by both Parties.
18. Notices.
All notices, requests, demands, or other communications
required by law, or this Agreement shall be in writing and
shall be deemed to have been served as of the delivery date
appearing upon the return receipt if sent by certified mail,
postage prepaid with return receipt requested, to:
Monica Mitchell, Assistant Finance Director
City of Clearwater
100 South Myrtle Avenue
Clearwater, FL 33756
John Gilberto, Partner
Cherry Bekaert LLP
401 E. Jackson Street, Suite 3400
Tampa, FL 33602
19. Non - Waiver.
No act of omission or commission of either Party, including
without limitation, any failure to exercise any right, remedy,
or recourse, shall be deemed to be a waiver, release, or
modification of the same. Such a waiver, release, or
modification is to be effected only through a written
modification to this Agreement.
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20. Authority.
Each Party to this Agreement
other Party
represents and warrants to
that (i) it is duly organized, qualified
existing entities under the laws of the State of Florida,
the
and
and
(ii) all appropriate authority exists so as to duly authorize
the persons executing this Agreement to so execute the same
and fully bind the Party on whose behalf they are executing.
This Agreement is subject to approval by the Parties.
21. Governing Law.
This Agreement shall be construed and enforced in accordance
with Florida Law.
IN WITNESS WHEREOF, the parties hereto have caused this
agreement to be executed the day and year first above written:
Countersigned:
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George N. Cretekos
Mayor
Approved as to form:
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Pan}ela K. Akin
City Attorney
By:
CITY OF CLEARWATER, FLORIDA
William B. Horne II
City Manager
Attest:
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Rosemarie Call
City Clerk
Cherry ekaert LL
By:
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