AGREEMENT TO PROVIDE FOR AN ANNUAL AUDITAGREEMENT
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THIS AGREEMENT, made and entered into this O day of Arvgust, 2020
by and between the CITY OF CLEARWATER, FLORIDA, a municipal corporation
of the State of Florida, located at 600 Cleveland Street, Suite 600,
Clearwater, Florida 33755, hereinafter referred to as "City", and Carr,
Riggs & Ingram, LLC, a firm of Certified Public Accountants, located at
600 Cleveland Street, Suite 1000, Clearwater, Florida, 33755,
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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36-20")issued May 1, 2020 (Exhibit "A"); Proposal to provide
Professional Auditing Services to the City of Clearwater,
Florida ("Proposal") submitted June 2, 2020 (Exhibit "B");
Engagement Letters from Contractor to City confirming
understanding of the services to be provided under the Agreement
("Engagement Letters") (Exhibits "C" and "D"). The Auditor
Services Documents shall not be construed to create a
contractual relationship of any kind with any third party,
including
Contractor
Agreement.
any third -party
service provider used by
in the fulfillment of its obligations under
In the event of a conflict between terms of
the
the
the
Auditor Service Documents, the documents shall have the
following order of precedence: The Agreement, Exhibit A, Exhibit
B, Exhibit C and D.
3. This agreement relates specifically to
years ending September 30, 2020 thru 2024.
be terminated by the City on the basis
the City's fiscal
This agreement may
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
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Officers Association and assist the City in complying with new
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 financial
and all individual non -major fund financial
in conformity with generally accepted accounting
for the fiscal years ending September 30, 2020 thru
statements
statements,
principles,
2024. The Contractor shall, 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 Title 2 U.S. Code of
Federal Regulations Part 200, Uniform Administrative
Requirements, Cost Principles, and Audit Requirements of Federal
Awards (Uniform Guidance); 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:
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Generally Accepted Auditing Standards (GAAS) as set
forth by the American Institute of Certified Public
Accountants
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O Government Auditing Standards issued by the Comptroller
General of the United States
O Florida Single Audit Act; Section 215.97 Florida
Statutes
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Title 2 U.S. Code of Federal Regulations Part 200,
Uniform Administrative Requirements, Cost Principles,
and Audit Requirements for Federal Awards (Uniform
Guidance)
Chapter 11.45 Florida Statutes
Chapter 10.550, Rules of the Auditor General
O State of Florida Department of Banking and Finance
Regulations
O Audits of State and Local Governmental Units (Revised) -
AICPA
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Any other applicable federal, state, and local laws,
regulations or professional guidance not specifically
listed above as well as any additional requirements
which may be adopted by these organizations in the future
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:
0 Express an opinion or issue a report as appropriate 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.
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Express an opinion or issue a report as appropriate 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
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accounting principles, no later than February 28th
annually.
o Provide an "in -relation -to"
appropriate on the supporting
state financial assistance, as
schedules included within the
CAFR.
opinion or report as
schedules of federal and
well as all statements and
financial section of the
o Perform certain limited procedures involving required
supplementary information as mandated by generally
accepted auditing standards.
o 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 required by Title 2, U.S.
Code of Federal Regulations Part 200, Uniform
Administrative Requirements, Cost Principals and Audit
Requirements for Federal Awards (Uniform Guidance).
o Provide a schedule of findings and questioned costs as
mandated by Title 2, U.S. Code of Federal Regulations Part
200, Uniform Administrative Requirements, Cost Principals
and Audit Requirements for Federal Awards (Uniform
Guidance), and the Florida Single Audit Act.
o Provide any other reports required by the Uniform Guidance
and the Florida Single Audit Act.
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.
o Audit the special purpose Schedule of Revenues and
Expenditures of Emergency Medical Services and express an
opinion or issue a report as appropriate as to whether the
Schedule presents fairly, in all material respects, the
revenues and expenditures related to the Emergency Medical
Services (EMS) of the City in accordance with the ALS First
Responder Agreement.
o Complete the appropriate section of and sign the Data
Collection Form.
7. 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: "Carr, Riggs & Ingram, LLC our
independent auditor, has not been engaged to perform and has
not performed, since the date of its report included herein,
any procedures on the financial statements addressed in that
report. Carr, Riggs & Ingram, LLC 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:
° City of Clearwater
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U.S. Department of Housing and Urban Development
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U.S. General Accounting Office (GAO)
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Parties designated by the federal or state governments
or by the City of Clearwater as part of an audit quality
review process
° Auditors of entities of which the City of Clearwater is
subrecipient of grant funds
In addition, the Contractor shall, provided 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.
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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 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 2020
Fiscal 2021
Fiscal 2022
Fiscal 2023
Fiscal 2024
$128,000
$128,000
$130,000
$130,000
$131,000
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 (80%) of the maximum specified
above. The final payment will be made within thirty (30) days
of receipt of the final audit reports.
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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
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,
regulation or professional standard.
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.
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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
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:
Jay Ravins, Finance Director
City of Clearwater
100 South Myrtle Avenue
Clearwater, FL 33756
David Alvarez, Partner
Carr, Riggs & Ingram, LLC
600 Cleveland Street, Suite 1000
Clearwater, FL 33756
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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.
20. Authority.
Each Party to this Agreement represents and warrants to the
other Party that (i) it is duly organized, qualified and
existing entities under the laws of the State of Florida, 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.
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IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed the day and year first above written:
Countersigned:
ank V. Hibbard
Mayor
Approved as to form:
City Attorney
By:
CITY OF CLEARWATER, FLORIDA
William B. Horne II
City Manager
Attest:
aukcakie_J 04-tes
Rosemarie Call
City Clerk
Carr, Riggs & Ingram LLC
By:
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David Alvarez
Engagement Partner