HomeMy WebLinkAboutCity of Tamarac Resolution R-95-1471
Temp. Reso. # 7111
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-95-�Z-17
A RESOLUTION OF THE CITY COMMISSION
OF THE CITY OF TAMARAC, FLORIDA,
AUTHORIZING THE APPROPRIATE
OFFICIALS TO EXECUTE AN AGREEMENT
BETWEEN THE CITY OF TAMARAC AND
MADSEN, SAPP, MENA, RODRIGUEZ & CO.,
P.A., CERTIFIED PUBLIC ACCOUNTANTS
AND CONSULTANTS, AS THE CITY'S
EXTERNAL AUDITOR PROVIDING FOR
CONFLICTS; PROVIDING FOR
SEVERABILITY; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the City Charter, section 7.09, states that the commission shall provide
for an independent annual audit of all city accounts made by a certified public accountant
and/or firm of such accountants; and
WHEREAS, the City has contracted with Grant Thornton, LLP, certified public
accountants and management consultants, for the past six years to perform the City's
independent annual audit; and
WHEREAS, the City Commission and Administration deemed it appropriate to
request proposals from accounting firms to ensure continued qualitative audit services at
competitive prices; and
WHEREAS, the Audit Services Selection Committee received audit service
proposals from accounting firms including Grant Thornton; Keefe, McCullough & Co.;
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Temp. Reso. # 7111
Madsen, Sapp, Mena, Rodriguez & Co.; and Rachlin, Cohen & Holtz; and
WHEREAS, Madsen, Sapp, Mena, Rodriguez & Co. was rated the highest by the
Audit Services Selection Committee for the technical proposal which was evaluated based
on qualitative criteria including expertise, experience and audit approach; and
WHEREAS, Madsen, Sapp, Mena, Rodriguez & Co., being one of two finalists
based on the technical proposal, was the most competitive in pricing; and
WHEREAS, the Audit Services Selection Committee after due consideration has
ranked Madsen, Sapp, Mena, Rodriguez & Co. as its first choice and recommends award
of the audit services contract to that firm; and
WHEREAS, based on a recommendation of the City Manager and Finance Director,
the City of Tamarac desires to enter into agreement with Madsen, Sapp, Mena, Rodriguez
& Co., P.A. to provide annual auditing services; and
WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in
the best interests of the citizens and residents of the City of Tamarac to provide for the
execution of a contract between the City of Tamarac, Florida and Madsen, Sapp, Mena,
Rodriguez & Co., P.A. for an initial period of three years with an option to renew the
contract in subsequent years as the City's external auditor.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA:
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Temp. Reso. # 7111
SECTION 'L The foregoing "WHEREAS" clauses are hereby ratified and
confirmed as being true and correct and is hereby made a specific part of this Resolution.
SECTION 2: An agreement between the City of Tamarac and Madsen, Sapp,
Mena, Rodriguez & Co. for annual audit services, copy of agreement attached hereto as
Exhibit 1, and all exhibits and attachments, incorporated herein by reference as if set forth
in full is hereby approved together with such changes as may be agreed to by the City
Manager or his designated representative and approved as to form and legality by the City
Attorney.
SECTION a The appropriate City officials are hereby authorized to accept
and execute said agreement between the City of Tamarac, Florida and Madsen, Sapp,
Mena, Rodriguez & Co. for annual audit services for a period of three years.
SECTION 4: All resolutions or parts of resolutions in conflict herewith are
hereby repealed to the extent of such conflict.
SECTION 5: If any clause, section, other part or application of this Resolution
is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or
application, it shall not affect the validity of the remaining portions or applications of this
Resolution.
SECTION 6: This Resolution shall become effective immediately upon its
passage and adoption.
Temp. Reso. # 7111
PASSED, ADOPTED AND APPROVED this , day of , 1995.
Tz
IORMAN ri.pi •ram
ll' •'
ATTEST:
CAROL A. EVANS
CITY CLERK
I HEREBY CERTIFY that I
have approved this
OLUTION as to f m.
MITCHELL . K FT
CITY ATTORNEY
(c: \wpd ata\res\. kmw)
RECORD OF COMM SION VOTE
MAYOR
ABRAA,+UWITZ .�.�.....
DIST. 1:
V / M KATZ
DIST, 2:
COMM. MISHKIN
DIuT. 3:
COMM. SCHREIBER
DIST, 4.
COMM.I�AACHEK
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EXHIBIT 1
AGREEMENT
BETWEEN
THE CITY OF TAMARAC, FLORIDA
AND
MADSEN, SAPP, MENA, RODRIGUEZ & CO., P.A.
PROVIDING FOR AUDITING SERVICES
WHEREAS, this agreement for auditing services (hereinafter "Agreement") is entered
into on the 7gday of , 1995 by and between the City of Tamarac, a
Municipal Corporation of the State of Florida, hereinafter referred to as the CITY, and
Madsen, Sapp, Mena, Rodriquez & Co., P.A., a local public accounting firm authorized
to do business in the State of Florida with its principal office located at 7080 N.W.
Fourth Street, Plantation, Florida 33317, hereinafter referred to as the AUDITOR,
whose is licensed and registered under license number #AC-0033178.
NOW, THEREFORE, in consideration of the mutual promises herein, the CITY and the
AUDITOR agree to the Scope of Work and the Terms and Conditions as stated in the
City of Tamarac Request For Proposal Number 95-03 for Auditing Services and to the
following amendments as specified in Sections 1.0-18.0 below:
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EXHIBIT 1
1_0 TERM AND AUDIT PERIOD
This agreement shall commence on the date that this instrument is fully executed
by both parties. The terms of this agreement shall be for the provision of audit
services covering fiscal years ending September 30, 1995, 1996 and 1997 with
an option by CITY to renew the contract for an additional two years and
thereafter, annually, upon the approval of the City Commission.
2.00 .. OC.., MPENSATION
The basic audit fee for the services defined in RFP 95-03, Article II entitled
Nature of $g[yiggs Required, shall be based on the lesser of (a) the actual time.--
0 required at the AUDITOR's quoted billing rates for the level of personnel
providing the service or (b) the following fees: FY1995 - $41,525, FY1996 -
$42,770, and FY1997 - $44,055 (a total of $128,350 for three years). Out of
pocket costs, such as travel, per diem, telephone, etc. shall not be billable to the
CITY as a part of category (b) unless incurred at the specific request of the CITY.
CITY and AUDITOR recognize that the scope of services and compensation
under this Agreement are predicated upon current audit requirements imposed
by laws, regulations and professional standards relating to such services. CITY
and AUDITOR further recognize that the scope of services and compensation
under this Agreement are predicated upon expectations of reasonable
cooperation with AUDITOR by CITY pursuant to RFP 95-03, Article IV, Section
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EXHIBIT 1
D, Part 1 entitled Detailed Audit Plan and Article V entitled Assistance to be
Provided to the Auditor and Report Preparation, and the absence of any
irregularities or extraordinary circumstances which might necessitate the
extension of audit services beyond the normal scope of auditing services.
Should irregularities, the absence of such reasonable cooperation, increase in
the level of services required under applicable law, regulations or professional
standards, or other unforeseen conditions be encountered which might
necessitate the extension of auditing work beyond the scope of normal auditing
procedures or current requirements, AUDITOR agrees to advise CITY promptly.._.
in writing of the circumstances and to request an equitable adjustment in the
maximum fee before significant additional time is incurred by AUDITOR. Any
such request for adjustments shall be in writing and shall contain a detailed
explanation of why the adjustments are necessary.
2.1 FF.ES FOR ADDITIONAL AUDIT SERVIC
The following schedule of hourly fees shall apply to all additional audit services:
These rates are effective through July 1, 1996.
Partner $150 per hour
Manager $125 per hour
Supervisory staff $50 per hour
Staff $40 per hour
Support Staff $25 per hour
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4 EXHIBIT 1
Based on the nature of auditing special projects and the time of year, AUDITOR
agrees to negotiate fees subject to arrangements made at the time requested.
Fees for other extra work which is not audit related will be based upon the nature
of the work and negotiated separately at the time requested.
2.2 BILLING
The AUDITOR shall submit to the CITY a monthly invoice for fees incurred
during the preceding month attributable to the audit or special services provided-
0 The CITY agrees to promptly process each monthly statement received from
AUDITOR, and shall make its best effort to remit full invoice amount within thirty
(30) days of receipt of AUDITOR's monthly statement.
3 Q TERMINATION OF CONTRACT
It is understood and agreed that should the AUDITOR fail to fulfill in a timely and
proper manner the obligations agreed to herein, the CITY shall have the right to
terminate its contract by specifying the date of termination in a written notice to
the AUDITOR at least thirty (30) working days before the termination date.
AUDITOR shall be compensated through the date of termination based on the
hours incurred at the AUDITOR's quoted billing rates, or the pro-rata amount or
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0 EXHIBIT 1
work compared to the fee set forth in Section 2.0, whichever is lower.
4.Q EXCUSABLE DELAYS
The CITY expects the AUDITOR's service to the CITY to be continuous and
uninterrupted. The AUDITOR shall have and maintain sufficient staff and
equipment to support the requirements of this Agreement on a continuous basis
without interruption of service during normal business hours. Severe or
continuous interruption of service shall be cause for termination of the contract.
Upon the AUDITOR's request, the CITY shall consider the facts and extent of -
0 any failure to perform the work and, if the AUDITOR's failure to perform was
without fault or negligence, all affected provisions of the Agreement shall be
revised accordingly, subject to the CITY's rights to change, terminate, or stop
any or all work at any time.
5_0 FEDERAL AND STATE TAXES
The CITY is exempt from the payment of state sales and use taxes. The CITY
will sign an exemption certificate submitted by the AUDITOR. The AUDITOR
shall not be exempted from paying sales tax to its suppliers for materials used to
fulfill contractual obligations with the CITY, nor is the AUDITOR authorized to
use the CITY's Tax Exemption Number in securing such materials. The
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EXHIBIT 1
AUDITOR shall be responsible for payment of its own employees' payroll, payroll
taxes, and benefits regarding this agreement.
6U ADHERENCE TO OTHER AGREEMENTS
By way of its appointment by the CITY to be its principal external auditor,
AUDITOR agrees that it will adhere to all requirements contained in the
agreements referenced as Exhibits and Attachments to this Agreement as they
pertain to any audit services that the AUDITOR performs for and on the behalf of
the CITY. AUDITOR understands that all of the terms contained in the
Attachments are made part of this Agreement. The AUDITOR also agrees that. --
the CITY's Request for Proposal 95-03, as amended, the AUDITOR's response
to RFP 95-03, and applicable future engagement letters of agreement are
incorporated herein in their entireties by reference.
7.0 INTERPRETATION OF CONFLICTS IN TERMS ANQ CONDITIONS
Should any conflict occur between the terms and conditions in this Agreement for
Auditing Services or any future signed agreements and those found in the
CITY's RFP 95-03 and the AUDITOR's Proposal response, then the terms found
in the most recent signed agreements (i.e., engagement letters) shall take
precedence followed by the CITY RFP 95-03 and then the AUDITOR's Proposal
response as described in Section 6.0, Adherence to 0thQr A-greements.
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EXHIBIT 1
I* 8_0 NOTICES
Unless otherwise indicated in this Agreement or any of the subsidiary
agreements, all notices, statements, or other communications required under this
Agreement shall be sent to the following:
CITY AUDITOR
City Manager Madsen, Sapp, Mena, Rodriguez & Co., P.A.
City of Tamarac Certified Public Accountants and Consultants
7525 Northwest 88 Avenue 7080 Northwest Fourth Street
Tamarac, Florida 33321 Plantation, Florida 33317
Any notice, agreement or other communication from the CITY to the AUDITOR
shall be considered delivered when received by certified mail, return receipt
requested to the AUDITOR at the last address left on file with the CITY or
• delivered in person to said AUDITOR or its authorized representative.
9.0 ASSIGNMENT TO SUCCESSORS
The AUDITOR shall promptly notify the CITY of any takeovers, mergers,
acquisitions or similar events. This notification shall be in writing and transmitted
via U.S. Mail, Return Receipt Requested within five (5) business days of
announcement of such event. The event shall impose no change unfavorable to
or undesired by the CITY without the CITY's written consent and agreement.
10.0 ILLEGAL6CTS
It is recognized by the CITY and the AUDITOR that an audit conducted in
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EXHIBIT 1
accordance with generally accepted auditing standards is not specifically or
primarily designed to assure the discovery of fraud, defalcations or illegal acts,
although their discovery may result. The AUDITOR agrees to immediately notify
the City's management and the City Commission if any such matters are
discovered. Any additional audit work requested by the City in connection with
further investigation of such acts shall be deemed to be extra work or additional
services under terms of this Agreement.
1 U DOCUMENTS
All working papers of AUDITOR shall remain the property of AUDITOR. In
• addition, to the extent that AUDITOR utilizes any of its property (including,
without limitation, any hardware or software of AUDITOR or any proprietary or
confidential information or trade secrets of AUDITOR) in performing the services
hereunder, such property shall remain the property of AUDITOR, and the CITY
shall acquire no right or interest in such property except as expressly defined
below in this section.
In the event a public records request is made for documents in the possession of
the AUDITOR from any source whatsoever, the CITY shall forward the request to
the AUDITOR and the AUDITOR shall comply with all requirements of Florida
Statutes, Chapter 119. In the event the AUDITOR should determine that:
EXHIBIT 1
a. the CITY does not oppose the release of the requested documents to the
requesting party by AUDITOR based on applicable grounds including, without
limitation, accountant -client privilege, confidentiality of information relating to
individuals, litigation, etc.; and
b. that any requested documents are not public pursuant to applicable law,
the AUDITOR shall be free to assert any and all defenses to such claim
provided, however, that the AUDITOR shall hold harmless the CITY and defend
the CITY, which shall include the payment of any and all reasonable costs
associated with such defense including all attorneys fees which may be
assessed by a court of competent jurisdiction. _-
. As a condition to the foregoing obligations of AUDITOR, CITY shall provide
AUDITOR with prompt notice of any request for documents in the possession of
AUDITOR and shall cooperate (and shall cause all agencies thereof to
cooperate) with AUDITOR in connection with such request. AUDITOR shall be
entitled to control the handling of any such request and to defend or settle any
such request, in its sole discretion, with counsel of its own choosing.
•
The AUDITOR warrants that it has not employed or retained any company or
person, other than a bona fide employee working solely for the AUDITOR, to
solicit or secure this contract, and that it has not paid or agreed to pay any other
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EXHIBIT 1
certified public accounting firm any fee, commission, percentage fee, gift, or any
other considerations contingent upon or resulting from the award or making of
the contract. For breach or violation of this warranty, the CITY shall have the
right to annul this contract without liability.
13.0 CITY QLOSINQDATE
The CITY shall close its books and records and provide to the AUDITOR general
ledger trial balances of all funds and account groups and supporting schedules
by the 15th day of November, each year. It is recognized by the parties that the
AUDITOR will need a minimum of 65 working days after receipt of such
supporting schedules to complete the audit. Should the CITY fail to provide such
schedules to the AUDITOR on the required date, the AUDITOR shall be granted
an extension of time equal to the number of days after November 15th that such
schedules are delivered by the CITY to the AUDITOR.
The CITY commits that all general ledger accounts will be properly analyzed and
reconciled, all bank accounts will be reconciled and balanced to the general
ledger accounts and that all funds will be balanced and closed. The CITY
commits to prepare all schedules necessary for the audit, including consolidation
of funds, detail fund trial balances, lead schedules and account analyses. The
AUDITOR commits to prepare the Comprehensive Annual Financial Report for
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EXHIBIT 1
submission to the GFOA's Certificate of Achievement for Excellence in Financial
Reporting Program and review the Annual Report required by the State of
Florida.
14.0 CONSULTATION
CITY expressly permits AUDITOR to consult with the Auditor General of the
State of Florida, the federally designated "Cognizant Agency" and/or any federal,
state, or local governmental agency or authority on any matter pertaining to the
services hereunder which in the judgment of the AUDITOR are appropriate to the
0 performance of the services hereunder.
-15_0 MANAGEMENT LETTER
The AUDITOR shall make a study and evaluation of the CITY's system of
internal accounting control to the extent considered appropriate to evaluate the
system as required by generally accepted auditing standards. The AUDITOR
will place emphasis in its look at operations, procedures and controls to identify
and, if appropriate, present solid, practical management letter comments and
suggestions to the CITY for improvements. The CITY requires that proposed
AUDITOR comments be delivered to the appropriate City officials including the
Finance Director and City Manager. AUDITOR will subsequently evaluate
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responses from management and prepare for an exit conference to ensure
corrections and revisions to AUDITOR comments are obtained, as appropriate.
If it is determined that a material weakness does exist, the AUDITOR shall
include such comments and recommendations in a Management Letter to the
CITY.
W. 1 •`` •Li
No later than thirty (30) days after delivery of the audit report, the AUDITOR may
be required to attend a public meeting of the CITY COMMISSION to present the
Comprehensive Annual Financial Report and Management Letter and discuss
0 the City's financial practices or internal control and recommended operational
improvements arising out of the conduct of the audit.
17 Q EXECUTION
This document shall be executed in two (2) counterparts, each of which shall be
deemed an original.
18.0 INSURANCE
The AUDITOR shall provide for and maintain in force at all times during the
period of service to the CITY such insurance, including workers' compensation,
employers' liability, comprehensive general liability and a minimum limit of
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EXHIBIT 1
$1,000,000 in professional liability (errors and omissions) as required by law and
as normally carried by the AUDITOR.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement
on the respective dates under each signature.
CITY
ATTEST:
CAROL A. EVANS, CITY'CLERK
CITY OF TAMARAC
ByIORMAN
µ..
ABRAMOWITZ, MAYOR
(S AL)
B\ �'t_- s. '.
y
ROBERTS. NOE, JR. CITY MA GER
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
/ 51a (�'�
MITCHELL S. KRAFT, CITY ATTO
MADSEN. SAPP, MENA, RODRIGUEZ & CO., P.A.
MADSEN, SAPP, MENA, RODRIGUEZ & CO., P.A.
WITNESSES BY
DATED: qs
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