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2004-059 Agrmt. w/Cherry, Bekaert & Holland for Audit ServicesRESOLUTION 59-2004 • A RESOLUTION OF THE VILLAGE COUNCII, OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, AUTHORIZING THE MAYOR AND VILLAGE CLERK TO ENTER INTO A CONTRACT WITH CHERRY, BEKAERT & HOLLAND, L.L.P., ATTACHED AS EXHIBIT "A", WHICH CONTRACT IS FOR THE PURPOSE OF THE VILLAGE SECURING ANNUAL INDEPENDENT AUDITING SERVICES; AND, PROVIDING FOR AN EFFECTNE DATE. BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA: Section 1. The Village Council of the Village of North Palm Beach, Florida, does hereby approve the contract with Cherry; Bekaert & Holland, L.L.P., attached as Exhibit "A", which contract is for the purpose of the Village securing annual independent auditing services. Section 2. The Mayor and Village Clerk are hereby authorized and directed to execute the contract with Cherry, Bekaert & Holland, L.L.P., attached as Exhibit "A" for and on behalf of the Village of North Palm Beach. Section 3. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED THIS 23rd DAY OF SEPTEMBER, 2004. (Village Seal) M YOR ATTL~ : ~ ~~ ,. L%~~~Z VILLAGE CLERK • CONTRACT • THIS CONTRACT, executed this 22"d day of September 2004 by and between the VILLAGE OF NORTH PALM BEACH, FLORIDA, hereinafter called VILLAGE, and CHERRY BEKAERT & HOLLAND L.L.P. a business operating in West Palm Beach, Florida, hereinafter called CHERRY, BEKAERT & HOLLAND. WITNESSETH: That for the consideration and under the provisions hereinafter stated, it is mutually understood and agreed as follows: 1. That CHERRY BEKAERT & HOLLAND is the selected bidder for supplying the requirements of VILLAGE'S Request for Proposal for Annual Independent Auditing Services dated July 14, 2004 (Sections C, D, E, F and Exhibit A attached hereto and made a part hereof as Attachment A). 2. CHERRY BEKAERT & HOLLAND agrees to perform all aspects of this Contract in accordance with the specifications set out by the VILLAGE in its Request for Proposal for Annual Independent Auditing Services, and further specified by CHERRY BEKAERT & HOLLAND'S Engagement Letter dated September 22, 2004 (attached hereto and made a part hereof as Attachment B). 3. On the faithful performance of this Contract by CHERRY BEKAERT & HOLLAND, the VILLAGE will pay CHERRY, BEKAERT & HOLLAND, in accordance with the terms and conditions stated in said Engagement Letter. IN WITNESS WHEREOF, the parties hereto have duly executed this Contract in triplicate, the day and year first above written. ST: Witness VI GE OF ORTH PAL BEACH ~ Mayor ATl'EST: ~~ Witness CHERRY, BEKAERT & HOL ND L.L.P. Partner r ~~ ~J ATTACHMENT A (Selected Excerpts from Request for Proposal for Annual Independent Auditing Services) • C. SCOPE OF AUDIT The funds to be audited are those listed in Exhibit A of this proposal. The Village • shall have closed and balanced all accounts for all funds to be examined by the auditor by November 15`'' of each year. a. REPORTS: The auditor shall prepare (30) bound copies of the Villages' Comprehensive Annual Financial Report and shall include an opinion on the General Purpose Financial Statements and "in relation to" opinion on individual funds and supplementary schedules. The financial statements shall be prepared in conformance with the generally accepted accounting principles applicable to government entities for General Purpose Financial Statements and on an individual basis for all funds and account groups as described in statements issued by the Governmental Accounting Standards Board and Auditor General and any amendments thereto with supplemental schedules for sub-funds and consistent with GFOA Certificate of Achievement Standards and Practices. The Auditor will be responsjble for the preparation of Governmental Accounting Standards Board 34 (GASB 34) Financial Report and all related supporting schedules for GASB 34 reporting. Special reports shall be prepared concurrently with the report on the Genera] Purpose Financial Statements required above or at other times as specifically required by law, and contracts. The following reports shall be required. • Report on Internal Auditing Controls and other matters based solely on a study and evaluation made as part of the examination of the General Purpose Financial Statements. • Report on compliance based on the examination of the General Purpose Financial Statements performed in accordance with the standards for audit issued by the U.S. General Accounting Office and Government Auditing Standards. • Report on supplementary information schedule of Federal Financial Assistance, if applicable. • Report on compliance with laws and regulations related to major Federal financial assistance programs, if applicable. • Report on internal controls (accounting and administrative) based on a study and evaluation made as part of the examination of the General Purpose Financial Statements and the additional test required by the Single Audit Act, if applicable. • State of Florida, Annual Local Government Financial Report. • Any other required disclosures or report. • 2 The auditors shall observe the adequacy of the system of internal control. If weaknesses are noted, appropriate recommendations should first be reviewed with . the appropriate officials and included in a separate letter to the Village Council. D. AUDITING STANDARDS • The examination shall be conducted in accordance with (a) generally accepted auditing standards as promulgated by the American Institute of Certified Public Accountants (AICPA) including the AICPA's Industry Audit Guide, Audits of State and Local Governmental Units, (b) Standards for Audit of Governmental Organizations, Programs, Activities and Functions (excluding the review of economy and efficiency of operations and program results) as published by the Comptroller General of the United States, (c) OMB Circular A-128, (d) Rules of the Auditor General, State of Florida, and (e) any other applicable Federal, State, Local Regulations or Professional Guidance not specifically listed above. E. CERTIFICATE OF ACHIEVEMENT FOR EXCELLENCE IN FINANCIAL REPORTING Auditor shall provide advice, consultation and assistance in connection with the preparation and submission of the Village's Comprehensive Annual Financial Report to the Government Finance Officers Association for that organization's review and determination of the Village's eligibility to receive a Certificate for Excellence in Financial Reporting. This service is not intended to be construed as extra work .or additional services. F. COMPLETION OF •WORK The auditor's must complete all audit work and provide the Final Audit Report to the Village by January 31. • EXHIBIT A Governmental Funds 1) General Fund • 2) Capital Projects Fund Proprietary Funds 1) Enterprise Funds a) Country Club ---------------- --------- _____Ffduc~ary Furids _-________- 1) Trust and Agency Funds a) General Employee Pension Fund b) Police and Fire Pension Fund Account Groups a) General Fixed Assets b) General Long Term Debt • 6 r~ ATTACHMENT B (Engagement Letter) ~.~ • September 22, 2004 Shaukat Khan, Finance Director Village of North Palm Beach, Florida North Palm Beach, Florida Dear Mr. Khan: This letter of arrangement between the Village of North Palm Beach, Florida ("Village")and Cherry, Bekaert & Holland, L.L.P. sets forth the nature and scope of the services we will provide, the Village's required involvement and assistance in support of our services, the related fee arrangements and other terms and conditions designed to assure that our professional services are performed to achieve the mutually agreed upon objectives of the Village. SUMMARY OF SERVICES We will audit the basic financial statements of the Village of North Palm Beach, Florida. The term of this agreement shall be for the year ending September 30,2004. With the consent of the Village Council, the contract can be extended each year for a total of two (2) additional years for the compensation set forth in the contract. If the Village notifies Cherry, Bekaert & Holland that they do not wish to renew the contract, either during the first option year or the second option year, then contract shall expire at the end of such year unless this contract is otherwise terminated in accordance with other provisions set forth in this contract. This Agreement, or any interest therein, shall not be assigned, transferred or otherwise encumbered, under any circumstances by Auditor. However, the Agreement shall run to the Village and to any of its successors. Our audits will be conducted in accordance with auditing standards generally accepted in the United States of America; GovernmentAuditing Standards, issued by the Comptroller General of the United States; the Single Audit Act Amendments of 1996 (if applicable); the provisions of OMB Circular A- 133 (if applicable); and the Rules of the Auditor General, State of Florida, and will include tests of accounting records, a determination of major programs in accordance with Circular A-133, and other procedures as deemed necessary to enable us to express such an opinion and to render the required reports. The objective of an audit is the expression of our opinion concerning whether the basic financial statements are fairly presented, in all material respects, in conformitywithaccounting principles generally accepted in the United States ofAmerica. 1n connection with our audits, we will report on the fairness of presentation of the schedules of federal and state financial assistance in relation to the financial statements taken as a whole (if applicable). We will also perform tests of compliance as required by Government Auditing Standards, and the provisions of OMB Circular A-133, and issue our reports thereon. Cherry, Bekaert & Holland, L.L.P. One Clearlake Centre 250 Australian Avenue South Suite 1201 West Palm Beach, FL 33401 • (561) 835-8352 • Fax (561) 835-8356 Offices Throughout The Southeast Represented Internationally Through Summit International Associates. Inc. Village of North Palm Beach 2 If any of our opinions resulting from the procedures described above are other than unqualified, we • will fully discuss the reasons with you in advance. The reports on internal control and compliance will each include a statement that the report is intended solely for the information and use of the audit committee, management, specific legislative or regulatory bodies, federal awarding agencies, and if applicable, pass-through entities and is not intended to be and should not be used byanyone other than these specified parties. As part of our engagement, we will prepare the financial statements and note disclosures from individual fund trial balances that you will provide. However, management is responsible for the financial statements and note disclosures. In your representation to us, you will be asked to acknowledge our role in this regard, and your review, approval, and responsibility for the financial statements and note disclosures. Further, you are responsible for designating a qualified management-level individual to be responsible and accountable for overseeing these services. We will also prepare the Village's Comprehensive Annual Financial Report and related schedules consistent with the Government Finance Officers' Association's Certificate of Achievement Standards and Practices. We will also prepare the Annual Local Government Financial Report for submission to the State of Florida. Any additional services that you may request, and that we agree to provide, will be the subject of separate written arrangements. Should the Village wish to include or incorporate by reference these financial statements and our report thereon into any official statement or any other document related to the offering of debt securities at some future date, we would consider our consent to the inclusion of our report into another such document at that time. However, we are required by auditing standards generally accepted in the United States of America to perform certain procedures before we can give our permission as to the inclusion of our report into another such document. You agree that you will not include or incorporate by reference these financial statements and our report thereon into any other document without our prior written consent. E. C. Blackburn, who will be responsible for assuring the overall quality, value, and timeliness of our services to you, will lead the engagement. YOUR EXPECTATIONS As part of our planning process, we will discuss with you your expectations of Cherry, Bekaert & Holland, L.L.P., changes that occurred during the year, your views on risks facing you, any relationship issues with Cherry, Bekaert & Holland, L.L.P., and specific engagement arrangements and timing. Our service plan, which includes our audit plan, is designed to provide a foundation for an effective, efficient, and quality-focused approach to accomplish the engagement objectives and to meet or exceed your expectations. Our service plan will be reviewed with you periodically and will serve as a benchmark against which you will be able to measure our performance. • Village of North Palm Beach TERMS AND CONDITIONS SUPPORTING FEE • As a result of our planning process, the Village and Cherry, Bekaert & Holland, L.L.P. have agreed to a fee, subject to the following conditions. To facilitate meeting our mutual objectives, the Village will provide in a timely manner audil schedules and supporting information, including timely communication of all significant accounting and financial reporting matters, as well as working space and clerical assistance as mutually agreed upon and as is normal and reasonable in the circumstances. When and if for any reason the Village is unable to provide such schedules, information and assistance, Cherry, Bekaert & Holland, L.L.P. and the Village will mutually revise the fee to reflect additional services, if any, required of us to achieve these objectives. The auditors must complete all audit vwrk and provide the Final Audit Report to the Village by January 31. Failure to do so shall reduce the audit fee by $100.00 per day until so provided. This provision will be waived for the audit for the year ended September 30,2004 because the contract is being completed later than normal causing the audit to commence later. For years ending September 30, 2005 and 2006, the Village agrees to provide the information necessary for the audit to Cherry Bekaert & Holland by November 15th. The completion date would be extended by the delay in meeting the November 15"' delivery date. It is understood and agreed that this Agreement shall be terminated 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 as set forth in this letter of engagement. In providing our services, we will consult with the Village with respect to matters of accounting, financial reporting, or other significant business issues. Accordingly, time necessary to effect a reasonable amount of such consultation is reflected in our fee. However, should a matter require research, consultation, or audit work beyond that amount, Cherry, Bekaert & Holland, L.L.P. and the Village will agree to an appropriate revision in services and fee. Except for any changes in fees, which may result from the circumstances described above, our fees will be limited to those set forth below. FEE Financial Audit and Accounting Services -Our fees for these services will be based upon our customary billing practices at the time of the engagement. Bills for services will be rendered as work progresses and are due within 15 days from invoice date. A service charge will be added to past due accounts equal to 1 1/2% per month (18% annual rate) on the previous month's balance less payments received during the month, with a minimum charge of $2.00 per month. The fees for our audits as described in this letter are as follows: Fiscal Year Ending Fee September 30, 2004 $17,500 September 30, 2005 $19,600 • September 30, 2006 $21,700 Village of North Palm Beach 4 These fees are based on anticipated cooperation from your personnel and the assumption that unexpected circumstances will not be encountered during the audit. If significant additional time is • necessary, we will discuss it with you and arrive at a new fee estimate before we incur the additional costs. Any modification to the fee shall be in writing and signed by both parties. You agree to payall costs of collection (including reasonable attorneys' fees) that we may incur in connection with the collection of unpaid invoices. The nature and scope of our audit procedures have changed as a result of an auditing standard that has been recently issued by the Auditing Standards Board of the American Institute of Certified Public Accountants (the "AICPA"). Specifically, the AICPA has issued Statement on Auditing Standards ("SAS") No. 99, Consideration of Fraud in a Financial StatementAudit,tyhich is effective for this fiscal year. We have assessed the impact of this auditing standard on the nature, timing and extent of our planned audit procedures and have included our estimates of the additional time and expense for us to complete the new required procedures in our fee estimate. The fees are based on auditing standards effective as of the date of this engagement letter. If new auditing standards are issued and are effective for the period under audit described in this engagement letter that require additional audit procedures that were not known at the date of this engagement letter, we will estimate the impact of any new such standard on the nature, timing and extent of our planned audit procedures and will communicate with you concerning the scope of the additional procedures and the estimated fees. LIMITATIONS OF THE AUDITING PROCESS Our audit will include procedures designed to obtain reasonable, ratherthan absolute, assurance of detecting misstatements due to errors or fraud that are material to the basic financial statements. As you are aware, however, there are inherent limitations in the auditing process. For example, audits are based on the concept of selective testing of the data being examined and are, therefore, subject to the limitation that material misstatements due to errors or fraud, if they exist, may not be detected. Also, an audit is not designed to detect error or fraud that is immaterial to the basic financial statements. As required by the Single Audit Act Amendments of 1996 and OMB Circular A-133, our audit wil! include tests of transactions related to major federal award programs for compliance with applicable laws and regulations and the provisions of contracts and grant agreements. Because an audit is designed to provide reasonable, but not absolute assurance and because we will not perform a detailed examination of all transactions, there is a risk that material errors, fraud, other illegal acts, or noncompliance may exist and not be detected by us. In addition, an audit is not designed to detect immaterial errors, fraud, or other illegal acts or illegal acts that do not have a direct effect on the basic financial statements or to major programs. It should be recognized that our audit generally provides no assurance that illegal acts will be detected, and only reasonable assurance that illegal acts having a direct and material effect on the determination of i:fnancial statement amounts will be detected. However, we will inform you with respect to material errors and fraud, or illegal acts that come to our attention during the course of our audit. We will include such matters in the reports as required for a Single Audit. If, for any reason, we are unable to complete the audit, or are unable to form or have not formed an opinion on the basic financial statements, we may decline to express an opinion or decline to issue a report as a result of the engagement. Village of North Palm Beach 5 RESPONSIBILITIES AS TO INTERNAL CONTROLS • As a part of our audit, we will consider the Village's internal control structure, as required by auditing standards generally accepted in the United States of America and GovernmentAuditing Standards, sufficient to plan the audit and to determine the nature, timing, and extent of auditing procedures necessary for expressing our opinion concerning the basic financial statements. You recognize that the basic financial statements and the establishment and maintenance of an effective internal control over financial reporting are the responsibility of management. You also recognize that management is responsible for identifying and ensuring that the entity complies with the laws and regulations applicable to its activities. Appropriate supervisory review procedures are necessary to provide reasonable assurance that adopted policies and prescribed procedures are adhered to and to identify errors, fraud, or illegal acts. An audit is not designed to provide assurance on internal control. As part of our consideration of the Village's internal control structure, however, we will inform you of reportable conditions and other matters that come to our attention that represent significant deficiencies in the design or operation of the internal control structure, if any, as required by OMB Circular A-133. As required by OMB Circular A-133, we will perform tests of controls to evaluate the effectiveness of the design and operation of controls that we consider relevant to preventing or detecting material noncompliance with compliance requirements, applicable to each major federal award program. However, our tests will be less in scope than would be necessary to render an opinion on those controls and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to OMB Circular A-133. You are also responsible for the design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud affecting the entity involving (a) management, (b) employees who have significant roles in internal control, and (c) others where the fraud could have a material effect on the financial statements. You are also responsible for informing us of your knowledge of any allegations of fraud or suspected fraud affecting the Village received in communications from employees, former employees, regulators, or others. RESPONSIBILITIES AS TO COMPLIANCE Our audit will be conducted in accordance with the standards referred to in the section Summary of Services. As part of obtaining reasonable assurance about whether the basic financial statements are free of material misstatement, we will perform tests of the Village's compliance with applicable laws and regulations and the provisions of contracts and agreements, including grant agreements. However, the objective of those procedures will not be to provide an opinion on overall compliance and we will not express such an opinion in our report on compliance issued pursuant to Government Auditing Standards. OMB Circular A-133 requires that we also plan and perform the audit to obtain reasonable assurance about whether the auditee has complied with applicable laws and regulations and the provisions of contracts and grant agreements applicable to~major programs. Our procedures will consist of the applicable procedures described in the OMB CircularA-133 Compliance Supplement for the types of compliance requirements that could have a direct and material effect of each of the Village's major programs. The purpose of those procedures will be to express an opinion on the Village's compliance with requirements applicable to major programs in our report on compliance issued pursuant to OMB Circular A-133. Village of North Palm Beach REPRESENTATION FROM MANAGEMENT 6 • Management is responsible for the fair presentation of the basic financial statements in conformity with accounting principles generally accepted in the United States of America, for making all financial records and related information available to us, and for identifying and ensuring that the entity complies with the laws and regulations applicable to its activities. Management is also responsible for adjusting the financial statements to correct material misstatements. Additionally, as required by OMB Circular A-133, it is management's responsibility to follow up and take corrective action on prior audit findings and to prepare a summary schedule of prior audit findings and a corrective action plan. The summary schedule of prior audit findings and the corrective action plan should be made available to us during the course of our engagement. Management, at the conclusion of the engagement, will provide to us a representation letter that, among otherthings, addresses these matters and confirms certain representations made during the audit, including, to the best of their knowledge and belief, the absence of fraud involving management or those employees who have significant roles in the entity's internal control, or others where it could have a material effect on the basic financial statements. The representation letterwill also affirm to us that management believes that the effects of any uncorrected misstatements aggregated pertaining to the current year financial statements are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. Cherry, Bekaert & Holland, L.L.P, will rely on the Village's management providing these representations to us, both in the planning and performance of the audit, and in considering the fees that we will charge to perform the audit. Because we will be relying on management's representations, you agree to indemnify Cherry, Bekaert & Holland, L.L.P., and its partners and employees, and hold them harmless from all claims, liabilities, losses, and costs arising in circumstances where there has been a knowing misrepresentation by an officer or employee of the entity regarding fraud or suspected fraud regardless of whether such officer or employee was acting in the entity's interest, and even if Cherry, Bekaert & Holland, L.L.P. acted negligently or wrongfully in failing to uncover or detect such misrepresentation regarding fraud or suspected fraud. This indemnification will survive termination of this letter. COMMUNICATIONS At the conclusion of the engagement, we will provide management, in a mutually agreeable format, our recommendations designed to help the Village make improvements in its internal control structure and operations, and other matters that may come to our attention (see "Responsibilities as to Internal Controls" above). As part of this engagement we will ensure that certain additional matters are communicated to the appropriate members of management and the Village Council. Such matters include (1) our responsibility under auditing standards generally accepted in the United States of America; (2) the initial selection of and changes in significant accounting policies and their application; (3) our independence with respect to the entity; (4) the process used by management in formulating particularly sensitive accounting estimates and the basis for our conclusion regarding the reasonableness of those estimates; (5) audit adjustments that could, in our judgment, either individually or in the aggregate be significant to the financial statements or our report; (6) any disagreements with management concerning a financial accounting, reporting or auditing matter that could be significant to the financial statements; (7) our views about matters that were the subject of management's consultation with other accountants about auditing and accounting matters; (8) major issues that were discussed with management in connection with the retention of our services, • including, among other matters, any discussions regarding the application of accounting principles Village of North Palm Beach 7 and auditing standards; and (9) serious difficulties thatwe encountered in dealing with management related to the performance of the audit. • Government Auditing Standards require thatwe provide you with a copy of our most recent quality control review report. Our most recent peer review report accompanies this letter. ACCESS TO WORKING PAPERS The working papers for the engagement are the property of Cherry, Bekaert & Holland, L.L.P. and constitute confidential information. Except as discussed below, any requests for access to our working papers will be discussed with you prior to making them available to requesting parties. The workpapers for this engagement will be retained for a minimum of three years after the date the auditors' report is issued or for any additional period requested by the Village. If we are aware that a federal awarding agency, pass-through entity, or auditee is contesting an audit finding, we will contact the party(ies) contesting the audit finding for guidance prior to destroying the workpapers. Our Firm, as well as all other major accounting firms, participates in a "peer review" program, covering our audit and accounting practices. This program requires that once every three years we subject our quality assurance practices to an examination by another accounting firm. As part of the process, the other firm will review a sample of our work. It is possible that the work we perform for you may be selected by the other firm for their review. If it is, they are bound by professional standards to keep all information confidential. If you object to having the work we do for you reviewed by our peer reviewer, please notify us in writing. SUBPOENAS In the eventwe are requested orauthorized by you orrequired by government regulation, subpoena, or other legal process to produce our working papers or our personnel as witnesses with respect to our engagement for you, you will, so long as we are not a party to the proceeding in which the information is sought, reimburse us for our professional time and expense, as well as the fees and expenses of our counsel, incur-ed in responding to such a request. OTHER MATTERS If any dispute, controversy or claim arises in connection with the performance or breach of this agreement, either party may, on written notice to the other party, request that the matter be mediated. Such mediation would be conducted by a mediator appointed by and pursuant to the Rules of the American Arbitration Association or such other neutral facilitator acceptable to both parties. Both parties would exert their best efforts to discuss with each other in good faith their respective positions in an attempt to finally resolve such dispute or controversy. If any dispute, controversy, or claim arising out of or in connection with the performance or breach of this agreement cannot be resolved by mediation, then you agree that such dispute, controversy, or claim would be settled by arbitration in accordance with the rules of the American Arbitration Association (AAA) for the Resolution of the Accounting Firm Disputes. The award issued by the arbitration panel may be confirmed in a judgment by any federal or state court of competent jurisdiction. • Village of North Palm Beach 8 If the foregoing is not in accordance with your understanding, please call E. C. Blackburn at (561) 835-8352. • Very truly yours, CHERRY, BEKAERT & HOLLAND, L.L.P. E. C. Blackbum, CPA Partner • ~~~' •~,a~l~'1~~'•~SC~~ LISP • ~_____3 tifstkd t'ttbli :1ct;i;w~t~inls ~ t'cxsssdCantc To'th~~-~F'rrrtners o' Chitty, Bekacrt ~. I-lullanil, L_.L..P. and flee SIC I?ractice Section leer Review ~'f7nlmlUc:G ll'e. have revietived fhe systt:nt of duality control ii_}r the accounting and audinnc practice of Cher-r-y, I3+:kaett & Holland, I~, [r:P. (fhe f:cma j in et:teat tt~r ilre yoar ended f~pri] 3fi, 'Zt301. syst.enz of quality control encompasses the fii•rn's organisational stcttcturo and the policies adopted and profcdu.res establihed to provicly it with reasonable assurance of conrpl}•ing °ith proi:;ssional sttvtdar•rls, Ills elernerrts of quality control aro described in the Statetn.enls an Ounlit}- C;orttri~l Sta:rid~ards issued by the American Institute oi' Certi~liecl ~I'ublic Accountants (the AICa'A). The design of the system, sand %onipliance with it, art rho respnnsihi.lities o.f the firm. In addition, the .tirtn has a.grc:ed to comply with rho mc-nbership reyuireutents of the S:1sC' Practice Section of the AIC')?.<l I3ivision f'or C'1':~ t~irnts (the Secticni). Dur responsibility is to express art opinion on the des~i~tt of the system, and the firm's corrtpliance with that system and the Sectinn's rnernbership requirenteuts based on our rc ~~ i i;w. Unr rcvie«~ vas conducted in accordance with. standards established by thz Peer Rc:vie~v Committee. of the Section and included procedures to pian ar~d pettornt the review that are summarized in the attached description of the-:peer rccview process. ()ur revL~v c~~ould not ttece;ssarily disclose ail weaknesses i:n the system ~l'cluality control or all instances oflack o.f caml~liartcc with it or with the merttbership r,qurements ottlte Section since it vas based on selectiae tests. Because there are inherent (imitations ire rite e:ftecty°eness of arty systcrtt of quality control, departurzs from the system Wray occur and riot be detected. Also, projection o}:any 4valuation of a sy~[em otquality control to .future periods is subject to tho risk that the s}•stent of quality control may become inadequate because of changes in conditions, or drat the dogrce of compliance 'with the policies or proccclures may deteriorate. In our opinion, tha system of quality control Ior rho accounting and auditing practico of Cherry, Bekaer-t ~ I-follartd, I...I.,.f'. in effect for the yc;ar ended April 30, 2()01, has been designed to nteot flee requirements of the quality e~ntrol standards for art accrrunting and auditing practice established by the ALCPA, and. was comp9ied with. during; 'the year then ended to pmvicie the; fitter t4•ith reasonable assurance of complying ~;•ith prol~ssoui:l standards. f\lso, in. fur opinion, the frni ootnp3ied during that yc;ar with the mernbersltip requirements otthi; Section in all material respects. t~s is customary in a pc;e:r rcviety, we have issued a lettar under this date chat sets forXh ~a comment relating to cerxain po}iaies and ptoi;edu:res or compliance with. them. The mattc;r described in the letter vas not considered. to be of sufficient signiCeance to affect Clte opinion expressed in this report. •