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2002-044 Haas, Diaz Audit Agreement for FY Ending 9-30-2002• • RESOLUTION 44-2002 A RF;SOLII"PION OF THE VILLAGE COUNCIL OF TIIE VILLAGE OF NORTH PALM 13F.AC11, FLORIDA, AUTHORI7,ING AND DIRECTING THE MAYOR AND VILLAGE CLERK TO IiNTf:R INTO AN AGREEMENT WITH HAAS, DIAZ & CO., ATTACHED AS EXHIBIT "A", W}IICH AGRF,EMF.NT PROVIDES FOR AN AUDIT OF THF. VILLAGE'S GF,NERAI. I'l7Rl'OSF. FINANCIAI, STATEMENTS FOR THE FISCAL YEAR ENDING SEPTEMBEK 30, 2002; AND, PROVIDING FOR AN EFFECTIVE DATE. BE 17' RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA: Section 1. The Village Council of the Village ofNorth Palm Beach, Florida, does hereby approve the Agreement with Maas, Diaz & Co., which Agreement provides for an audit of the Village's general purpose Financial Statements for the fiscal year ending September 30, 2002. Section 2. The Mayor and Village Clerk are hereby authorized and directed to execute the Agreement with Haas, Diaz & Co. set forth in Exhibit "A" for and on behalf of the Village of North Palm Beach. Section 3. This resolution shall take effect immediately upon its adoption. PASSIa AND ADOPTED THIS 25th DAY OF JULY, 2002. (Village Seal) A' H<~~s,Diaz~ Co. Ccrtti,~i Public Acrountanb AGREEMENT BETWEEN THE VILLAGE OF NORTH PALM BEACH, FLORIDA and HAAS, DIAZ & CO. PROVIDING FOR AN AUDIT OF THE VILLAGE'S GENERAL PURPOSE FINANCIAL STATEMENTS FOR THE YEARS ENDING SEPTEMBER 30, 2002, 2003, AND 2004 This is an agreement between: THE VILLAGE OF NORTH PALM BEACH, FLORIDA, its suc- cessors and assigns, hereinafter referred to as "VILLAGE", through its VILLAGE COUNCIL, AND The partnership of Haas, Diaz & Co., Certified Public Accountants doing business or authorized to do business in the State of Florida, hereinafter referred to as "AUDITOR". AUDIT PERIOD 1.1 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 year ending Sep- tember 30, 2002. This contract may be renewed annually to include the audits of the basic financial state- mentsfor the years ending September 30, 2003, and September 30, 2004, as hereinafter specified. Either party to this Agreement may give notice of intent to renew at least ninety (90) days prior to expiration of the initial term or ninety (90) days prior to expiration of the first renewal term. The party who received notice shall have a period of forty-five (45) days in which to either accept or reject the offer to renew. If the offer to renew is ac- cepted, ihenthe contract shall be extended for a one (1) year period. If the offer to renew is rejected by the other party, then this contract shall expire at the end of such year unless this agreement is otherwise terminated in accordance with Section 11.1 of this agreement. • I bul Bclcedcr2 Rn2id luiti 20U, ki:nl VAc,i I';Jm Bcurh. l~l. 37-1U6-1i9i i>(,Ii6SG-1551 Fns: (561)471-1210 • SCOPE OF THE AUDIT 2.1 W e will audit the basic financial statements of the Village of North Palm Beach as of and for the year ending September 30, 2002. We understand that the financial statements will be presented in accordance with the financial reporting model described in GASB Statement No. 34. The financial statements will be a part of the Comprehensive Annual Financial Report (CAFR), which is the final document that will be submitted to the Village. The CAFR will include the following information that will be subjected to the auditing pro- cedures applied in our audit of the basic financial statements: 1. Combining Schedules for the Non-major Governmental Funds 2. Statistical Section 3. Management's Discussion and Analysis 4. Budgetary Comparison Schedules for the General Fund 5. Required Supplementary Information for Presentation when the Modified Approach for Infrastructure is Used AUDIT OBJECTIVES 3.1 The objective of our audit is the expression of an opinion as to whether your basic finan- cial statements are fairly presented, in all material respects, in conformity with United States generally accepted accounting principles and to report on the fairness of the addi- tional information referred to in the first paragraph when considered in relation to the general purpose financial statements taken as a whole. The objective also includes re- porting on internal control related to the basic financial statements and compliance with laws, regulations, and the provisions of contracts or grant agreements, noncompliance with which could have a material effect on the financial statements in accordance with Government Auditing Standards. The report on internal control and compliance will in- clude astatement that the report is Intended for the information and use of Village Coun- cil, management, and specific legislative or regulatory bodies and is not intended to and should not be used by anyone other than these specified parties. Our audit will be conducted in accordance with United States generally accepted auditing standards and the standards for financial audits contained in GovernmentAuditing Stan- dards, issued by the Comptroller General of the United States, and will include tests of the accounting records of The Village of North Palm Beach and other procedures we consider necessary to enable us to express such an opinion. If our opinion on the basic financial statements is other than unqualified, we will fully discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed an opinion, we may decline to express an opinion or to issue a report as a result of this engagement. MANAGEMENT RESPONSIBILITIES 4.1 Management is responsible for establishing and maintaining Internal control and for com- pliancewith laws, regulations, contracts, and agreements. In fulfilling this responsibility, • estimates and judgments by management are required to assess the expected benefits and related costs of the controls. The objectives of internal control are to provide man- • agement with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, that transactions are executed in ac- cordance with management's authorizations and recorded properlyto permitthe prepara- tion of basic financial statements in accordance with generally accepted accounting prin- ciples. Management is responsible for making all financial records and related information avail- able to us. We understand that you will provide us with such information required for our audit and that you are responsible for the accuracy and completeness of that information. W e will advise you about appropriate accounting principles and their application and will assist in the preparation of your financial statements, but the responsibility for the finan- cial statements remains with you. That responsibility includes the establishment and maintenance of adequate records and effective internal control over financial reporting, the selection and application of accounting principles, and the safeguarding of assets. Management is responsible for adjusting the financial statements to correct material mis- statementsand for confirming to us in the representation letter that the effects of any un- correctedmisstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. With regard to the electronic dissemination of audited financial statements, including fi- nancial statements published electronically on the Village's internal website, manage- mentunderstands that electronic sites are a means to distribute information and, there- fore, we are not required to read the information contained in these sites or to consider consistency of other information in the electronic site with the original document. AUDIT PROCEDURES -GENERAL 5.1 An audit includes examining, on a test basis, evidence supporting the amounts and dis- closures in the financial statements; therefore, our audit will involve judgment about the number of transactions to be examined and the areas to be tested. We will plan and per- form the audit to obtain reasonable rather than absolute assurance about whether the fi- nancial statements are free of material misstatement, whether from errors, fraudulent fi- nancial reporting, misappropriation ofassets, orviolations of laws or governmental regu- lationsthat are attributable to the entity or to acts by management or employees acting on behalf of the entity. Because an audit is designed to provide reasonable, but not abso- lute assurance and because we will not perform a detailed examination of all transac- tions, there is a risk that material misstatements may exist and not be detected by us. In addition, an audit is not designed to detect immaterial misstatements.or violations of laws or governmental regulations that do not have a direct and material effect on the financial statements. However, we will inform you of any material errors that come to our attention, and we will inform you of any fraudulent financial reporting or misappropriation of assets that comes to our attention. We wlll also Inform you of any violations of laws or govern- mental regulations that come to our attention, unless clearly inconsequential. Our re- sponsibility asauditors is limited to the period covered by our audit and does not extend to matters that might arise during any later periods for which we are not engaged as audi- tors. • Our procedures will include tests of documentary evidence supporting the transactions recorded in the accounts, and may include tests of the physical existence of inventories, and direct confirmation of receivables and certain other assets and liabilities by corre- spondence with selected individuals, creditors, and financial institutions. We will request • written representations from your attorneys as part of the engagement, and they may bill you for responding to this inquiry. At the conclusion of our audit, we will also require cer- tainwritten representations from you about the financial statements and related matters. Identifying and ensuring that The Village of North Palm Beach complies with laws, regula- tions, contracts, and agreements is the responsibility of management. As part of obtain- ing reasonable assurance about whether the general purpose financial statements are tree of material misstatement, we will perform tests of The Village of North Palm Beach's compliance with applicable laws and regulations and the provisions of contracts and agreements. However, the objective of our audit will not be to provide an opinion on overall compliance, and we will not express such an opinion. AUDIT PROCEDURES -INTERNAL CONTROLS 6.1 In planning and performing our audit, we will considerthe internal control sufficient to plan the audit in order to determine the nature, timing, and extent of our auditing procedures for the purpose of expressing our opinion do The Village of North Palm Beach's basic fi- nancial statements. We will obtain an understanding of the design of the relevant controls and whether they have been placed in operation, and we will assess control risk. Tests of controls maybe performed to test the effectiveness of certain controls that we consider relevant to pre- venting and detecting errors and fraud that are material to the financial statements and to preventing and detecting misstatements resulting from Illegal acts and other noncompli- ancematters that have a direct and material effect on the financial statements. (Tests of controls are required only if control risk is assessed below the maximum level.) Our tests, ii performed, will be less in scope than would be necessary to render an opinion on inter- nal control and, accordingly, no opinion will be expressed. An audit is not designed to provide assurance on internal control or to identify reportable conditions. However, we will inform the governing body or audit committee of any matters involving internal control and its operation that we consider to be reportable conditions under standards established by the American Institute of Certified Public Accountants. Reportable conditions involve matters coming to our attention relating to significant defi- ciencies in the design or operation of the internal control that, in our judgment, could ad- verselyaffect the entity's ability to record, process, summarize, and report financial data consistent with the assertions of management in the financial statements. COMPLETION OF WORK 7.1 Completion Date -The Auditor shall complete all audit work and provide the CAFR to the Village by January 31, 2003. Failure to do so shall reduce the audit fee by $100 per day until so provided. An extension to the report delivery date shall be granted for the total number of days after November 15, 2002, if any, required by the Village to deliver the re- quired schedules to the Auditor. Schedule delivery requirements are described in para- graph 7.2 below. • 7.2 Village Closing Date -The Auditor shall provide to the Village a list of the required sup- porting schedules by September 30, 2002. Village shall then furnish the required list of supporting schedules and trial balance to Auditor by November 15, 2002. Ii Auditor has furnished the Village with a list of the required supporting schedules by September 30, 2002, and the Village has not furnished such list of supporting schedules and trial bal- • ante by November 15, 2002, then Auditor shall furnish to Village by hand delivery no later than November 16, 2002, a letter stating the supporting schedules that need to be pro- vided. Upon receipt of the required supporting schedules, Auditor shall then furnish the Village with a letter stating the date upon which the last supporting schedule was re- ceived by Auditor. Should the Village 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 15, 2002, that the Village delivers such schedules to the Auditor. 7.3 Resolution of Audit Comments - At the conclusion of the audit field work, the Auditor shall make a reasonable effort to discuss with the Village Manager and Finance Director or their designees all of the proposed comments which may appear in the audit report. If the Village Manager and Finance Director or their designees are not available to discuss the Auditor's comments, their discussion is presumed when a draft of the proposed com- ments is delivered in writing to their office. The Village Manager and Finance Director shall respond to the proposed comments no later than two (2) weeks following receipt. Failure to respond shall be deemed acceptance of the draft comments as submitted. A written statement of explanation or rebuttal concerning the Auditor's comments, includ- ing corrective action to be taken, shall be filed with the governing body of the Village and with the Auditor General within twenty (20) days of the delivery of the financial audit re- port. 7.4 Oral Presentation By Auditor - No later than thirty (30) days after delivery of the audit re- port, the Auditor shall attend a public meeting with the Village Council to discuss any rec- ommendations of operational improvements arising out of the conduct of the audit. WORKING PAPERS 8.1 Retention of Working Papers - For a period of six (6) years after completion of any work provided for herein, the Auditor shall make its working papers, records and other evi- dence and documents relating to such work available for inspection and copying by the Village and by the auditors retained by the Village who succeed the Auditor to the extent necessary to support the balances set forth in the financial statements on which the Audi- tor has reported. Any records determined by the General Counsel for the Village to be public records under Florida law shall be made available to the Village, successor CPA firms, and to the general public. EXTRA WORK OR ADDITIONAL SERVICES 9.1 Extra Work -The Auditor, upon receipt of a written request from the Village shall perform such additional auditing or other professional services as may be requested. The pur- chase of specialized services or extra audit work shall require submission of a written proposal by the Auditor for agreement and approval by the Village. Such work shall be covered by separate purchase orders. 9.2 Compensation For Extra Work -Compensation to the Auditor for extra auditing services shall be based upon the hourly rates provided in paragraph 10.2 and shall be subject to • other payment provisions of Article X. • COMPENSATION 10.1 Audit Fee -The basic fee for the services defined in Article II is as follows: September 30, 2002 $21,200 September 30, 2003 21,700 September 30, 2004 22,200 This contract fee is based on anticipated cooperation from Village personnel and on the assumption that unexpected circumstances will not be encountered during the audit. It significant additional time is necessary, we will discuss it with you and determine contract modifications before we incur the additional costs. Out•of-pocket costs, including but not limited to, printing, travel, per diem, telephone, etc. shall not be billable to the Village unless incurred at the specific written request of the Village. The fee for the services defined in Article II has been established on the basis of the funds to be audited. If the funds to be audited are increased or decreased during the term of this agreement of extension thereof, the parties will consider, but are not obli- gated to, a modification of the contract price. 10.2 Fees For Extra Work or Additional Services -The Village desires to implement GASB Statement No.34 for the year ending September 30, 2002. If the Village commits its own staff to undertake all of the requirements of the implementation, it is understood that there will be no additional audit or accounting fees associated with implementation. Ii assis- tance is needed from the auditors, the auditors will estimate the additional time that will be necessary and enter into a separate engagement for the performance of these ser- vices. The Village also desires to have periodic audits conducted over the three-year period for the Country Club, Public Services, Public Safety, General Government, Leisure Services , Finance, Debt and Insurance. This can be accomplished by agreed upon procedures engagements or performance audits. Engagements of this type must be tailored to meet the specific needs and objectives of the Council. Toward this end, we will meet with the Council and management to review and discuss the key issues and the approach for ad- dressing these issues. The following schedule of hourly fees shall apply to all extra work or additional services and shall also serve as Auditor's standard billing rates for purposes of Section 10.1 of this agreement. Partners (Deborah Diaz/Charles Haas) $175.00 per hour Managers (Mary Lou Wurdack) 125.00 per hour Supervisory Staff (Walter Maxwell) 110.00 per hour Senior Accountants 95.00 per hour Staff Accountants 60.00 per hour 10.3 Billings • The Auditor shall submit to the Village a monthly invoice for fees incurred during • the preceding month attributable to the audit or special services provided. The billing shall allocate the costs to the appropriate fund applicable. • 10.4 Payment Terms -The Village agrees to promptly process each monthly statement re- ceivedfrom Auditor, and shall make its best effort to remit billings within thirty (30) days of receipt of Auditor's monthly statement. TERMINATION 11.1 Termination of Services - It is understood and agreed that this Agreement shall be termi- nated with or without cause upon thirty (30) days written notice by the Village or ninety (90) days written notice by the Auditor during the term of this contract or extension thereof. Auditor shall be compensated through the date of termination based on the hours incurred at the Auditor's billing rates stated in paragraph 10.2 or the pro-rata amount of work compared to the fee set forth in paragraph 10.1, whichever is lower. ASSIGNMENT 12.1 Assignment of Work -This Agreement, or any Interest herein, shall not be assigned, transferred orotherwise encumbered, underanycircumstances by Auditor. However, the Agreement shall run to the Village and to any of its successors. EXECUTION 13.1 This document shall be executed in two (2) counterparts, each of which shall be deemed an original. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the respective dates under each signature. VILLAGE A; (TEST: BY ~~ Kathleen Ke ly, Village Clerk AUDITOR ATTE BY Beth Anne Cmar, Firm Administrator VILLAG F NORTH PALM ACH BY T! - ~day of , 200 HAAS, DIAZ & CO. Deborah A. Diaz, Partner a q `~ay of , 2002 •