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HomeMy WebLinkAboutReso 2010-1596 RESOLUTION NO. 2010- ~ A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, SELECTING KEEFE, MCCULLOUGH & CO. LLP AS THE AUDITOR FOR THE CITY IN RESPONSE TO REQUEST FOR PROPOSALS NO. 10-06-01; AUTHORIZING THE CITY MANAGER OR DESIGNEE TO NEGOTIATE AND ENTER INTO AN AGREEMENT WITH KEEFE, MCCULLOUGH & CO. LLP, FOR AUDIT SERVICES, PROVIDING THAT SAID AGREEMENT IS REVIEWED FOR LEGAL SUFFICIENCY BY THE CITY ATTORNEY; AUTHORIZING THE CITY MANAGER AND CITY ATTORNEY TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Sunny Isles Beach, in accordance with its Charter and applicable State law, issued Request for Proposals No. 10-06-01 for Certified Public Accounting firms to perform independent audits of the City's accounts and records; and WHEREAS, said proposals were evaluated by an Audit Committee consisting of the City Manager, Finance Director and Assistant Finance Director; and WHEREAS, said Audit Committee recommended the top three ranked firms, based on the firms' experience and qualifications, be: 1) Keefe, McCullough & Co. LLP; and 2)Alberni, Caballero, & Co. LLP; and 3) GLSC & Company PLLC; and WHEREAS, the City Commission desires to authorize the City Manager or designee to negotiate fees with the top ranked firm of Keefe, McCullough & Co. LLP, and with the alternate firm, should negotiations with the top ranked firm be unsuccessful; and WHEREAS, the City wishes for the City Manager or designee to negotiate and to enter into an agreement with Keefe, McCullough & Co., LLP, providing that the City Attorney reviews the agreement for legal sufficiency, to provide annual auditing services for a three (3) year period, with an option to renew two additional one year terms. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Incorporation of Recitals. The recitals set forth in this resolution are incorporated herein by reference as if fully set forth herein. Section 2. Authorization of City Manager. The City Commission hereby authorizes the City Manager or designee to enter into an agreement with Keefe, McCullough & Co., LLP, providing R2010- Audit Srvs Selection Of CPA Firm Page I of2 that the City Attorney reviews the agreement for legal sufficiency, for professional auditing services for a three (3) year period, with an option to renew two additional one year terms. Section 3 Authorization of City Manager and City Attornev. The City Manager and the City Attorney are hereby authorized to do all things necessary to effectuate this Resolution. Section 4. Effective Date. This Resolution is effective upon passage. /- N rman S. Edelcup, Mayor I I\~~ Jane A. Hines, CMC, City Clerk Moved by: ~~ ~U- Seconded by: ~\U. m~y 1\{Y\l~~ Vote: '5-0 Mayor Norman S. Edelcup Vice Mayor Lewis J. Thaler Commissioner Roslyn Brezin Commissioner Gerry Goodman Commissioner George "Bud" Scholl v Yes) V (Yes) t:JY es) ~(Xes) ~(Yes) _(No) _(No) _(No) _(No) _(No) R2010- Audit Srvs Selection Of CPA Firm Page 2 01'2 OF SU" TO: VIA: FROM: DATE: RE: City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33 160 City Commission Norman S. Edelcup, Mayor Lewis J. Thaler, Vice Mayor Roslyn Brezin, Commissioner Gerry Goodman, Commissioner George "Bud" Scholl, Commissioner (305) 947-0606 City Hall (305) 949-3 II 3 Fax (305) 947-2150 Building Department (305) 947-5107 Fax Rick Conner, City Manager Hans Ottinot, City Attorney Jane A. Hines, CMC City Clerk MEMORANDUM The Honorable City Commission Rick Conner, City Manager MinaI Sha~istant City Manager September 2, 2010 Resolution Selecting Keefe, McCullough & Co. LLP, as the Auditor for the City Pursuant to Section 218.391, Florida Statutes RECOMMENDATION: It is recommended that the City Commission approve the attached Resolution selecting Keefe, McCullough & Co. LLC, as the Auditor for the City providing that a competitive contract is negotiated by the City Manager or designee and providing that the contract is reviewed for legal sufficiency by the City Attorney. REASONS: Per Florida State Statutes, the City is required to have an annual audit of its accounts and records performed by an independent Certified Public Accountant. The City completed its most recent independent audit agreement for a term of five years with Marcum Rachlin and was in a position to rebid for audit services. Pursuant to Section 218.391, Florida Statutes, the City prepared RFP No. 10-06-01 which included detailed criteria for the evaluation of proposals and for the ranking of firms. The City advertised the availability of the RFP in the Miami Herald on June 10, 2010. In addition, a solicitation package was made available from www.demandstar.com. An option pre-proposal conference was held on June 17,2010 to answer questions of prospective proposers. On July 13,2010, the City received six proposals. Pursuant to 218.291, F.S., the proposals were reviewed by an Audit Committee consisting of the City Manager, Finance Director, and the Funding available: J\pproval: Agenda Item No.: City Manager q-'2J- 10 Coyer Memo Select City Auditor Commission Meeting Date: Assistant Finance Director. As part of the evaluation process, the Committee shortlisted the six proposals to three firms of which two were interviewed on August 5, 2010. After the interviews were concluded and based on the evaluation criteria as outlined in the RFP, the Committee ranked the firms in order of preference (listed below) as to the most highly qualified to perform the required services. Please note that the compensation of audit fees including financial statement preparation is between $37,500 and $57,000 for the first year and the Federal/State Single Audits range between $2,500 and $16,000 each. Committee's Ranking of Audit Firms in order of preference (with 1 being the most qualified)' 1. Keefe, McCullough & Co. LLP 2. Alberni, Caballero, & Co. LLP (AC&C) 3. GLSC & Company, PLLC Firm's Name Financial Audit F IS preparation Federal Single Audit State Single Audit Keefe, McCullou!!:h, & Co. 32,500 5,000 2,500 2,500 Alberni, Caballero & Co. 39,000 Included in Audit 5,000 5,000 GLSC & Co 50,000 7,000 16,000 16,000 Based on the foregoing, the Committee requests that the City Commission approve the attached Resolution. Assuming adoption of the attached Resolution by the Commission, staff shall negotiate a contract with the firm ranked first. If staff is unable to negotiate a satisfactory contract with that firm, negotiations with that firm shall be formally terminated, and staff shall then undertake negotiations with the second-ranked firm. If the staff is unable to negotiate a satisfactory contract with that firm, negotiations with that firm shall be formally terminated and staff will undertake negotiations with the third-ranked firm. If the staff is unable to negotiate a satisfactory contract with that firm, negotiations with that firm shall be formally terminated and staff can reopen negotiations with the other firm. Only one firm can be in negotiations at a time. The City Manager is requesting authority to execute the contract without further action by the City Commission ADDITIONAL INFORMATION: The six firms that submitted are as follows: Alberni, Caballero & Company Gerstle, Rosen & Goldenberg, P.A. GLSC & Company Grau & Associates Keefe, McCullough & Co, LLP Marcum Rachlin OF SU\'l CITY OF SUNNY ISLES BEACH KEEFE, MCCULLOUGH & CO., LLP CONSULANT AGREEMENT CONTRACT NO: C0910-061 THIS C<).NTRACTUAL AGREEMENT (hereinafter referred to as the "Agreement") is made this ~,.. day of DoroB€.(l.. , 2010, by and between the CITY OF SUNNY ISLES BEACH, Florida, (hereinafter referred to as "City"), and KEEFE, MCCULLOUGH & CO., LLP (hereinafter referred to as "Consultant") whose Federal J.D. # is s;. (3b371~ RECIT ALS WHEREAS, the City is in need of a professional auditing consultant to audit the basic financial statements of the City as of and for the fiscal years ending September 30, 201 0, 2011 and 2012 and to provide an opinion on the conformity of this material with accounting principles generally accepted in the United States, ("Services); and WHEREAS, the Consultant will also provide additional documentation, including reporting on internal control, that will be subject to the auditing procedures applied in the audit of the basic financial statements, ("Services"), as more fully described in Attachment "A"; and WHEREAS, the Consultant will provide these auditing Services for the City for the years ended September 30, 2010, 2011 and 2012, as more fully described in Attachment "A"; and WHEREAS, the Consultant represents that it has expertise to perform these Services. NOW THEREFORE, in consideration of the foregoing and for the mutual covenants, representations and warranties and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1. RECITALS. The Recitals set forth above are hereby incorporated into this Agreement and made a part hereof for reference. 2. CONSULTING SERVICES. Consultant shall audit the basic financial statements of the City as of and for the fiscal years ending September 30, 2010, 2011 and 2012 and will provide additional documentation to the City, as more fully described in Attachment "A", attached hereto and made a part hereof. 3. TERM. Subject to the provisions relating to the termination of this Agreement as set forth in Paragraph 9 hereunder, the term of this Agreement shall begin upon the execution of this Agreement and shall end upon the completion of Services described in Attachment "A", and may be extended as necessary, in writing by the parties hereto. 1 C0910-061 Keefe, McCullough & Co., LLP Consultant Agreement f"~' ~ B <> City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax 4. COMPENSATION. Payment to Consultant for all charges under this Agreement shall be in accordance with this Agreement and a schedule of charges reflected in Attachment "A". The fees for this engagement will be $37,500.00 for fiscal year 2010, $38,500.00 for fiscal year 2011, and $39,500.00 for fiscal year 2012 (excluding Federal or Florida Single Audit Act requirements - as reflected in Attachment "A"). The Federal or Florida Single Audit fees, in the amount of $2,500 per fiscal year 2010,2011, and 2012, will only be charged in fiscal years that require a Federal or Florida Single Audit based on funding received. 5. STAFFING CHANGES. Engagement partners, managers, other supervisory staff and specialists initially assigned to this Agreement between City and Consultant may be changed if those personnel leave the firm, are promoted or are assigned to another office. These personnel may also be changed for other reasons with the express written permission of the City of Sunny Isles Beach. However, in either case, the City of Sunny Isles Beach retains the right to approve or reject replacements who are subsequently assigned to this Agreement between the City and Consultant. 6. INDEPENDENT CONTRACTOR RELATIONSHIP. The Consultant is an independent contractor and shall be treated as such for all purposes. Nothing contained in this Agreement or any action of the parties shall be construed to constitute or to render the Consultant an employee, partner, agent, shareholder, officer or in any other capacity other than as an independent contractor other than those obligations which have been or shall have been undertaken by the City, Consultant shall be responsible for any and all of its own expenses in performing its duties as contemplated under this Agreement. The City shall not be responsible for any expense incurred by the Consultant. The City shall have no duty to withhold any Federal income taxes or pay Social Security services and that such obligations shall be that of the Consultant, other than those set forth in this Agreement. Consultant shall furnish its own transportation, office and other supplies as it determines necessary in carrying out its duties under this Agreement. 7. OWNERSHIP OF DOCUMENTS AND EQUIPMENT. The audit documentation for this Contract is the property of Keefe, McCullough & Co., LLP and constitutes confidential information. However, pursuant to authority given by law or regulation, Consultant may be requested to make certain audit documentation available to the Auditor General or its designee, a Federal agency providing direct or indirect funding, or the U.S. Government Accountability Office for purposes of a quality review of the audit, to resolve audit findings, or to carry out oversight responsibilities. Consultant will notify the City of any such request. The audit documentation for this Contract will be retained for a minimum of three years after the report release. No audit documentation will be destroyed without the consent of the City. Consultant agrees to provide copies of audit documentation to the City or its designee upon request. 2 C09 I 0-061 Keefe, McCullough & Co., LLP Consultant Agreement ~lB City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax 8. INDEMNIFICATION. Consultant agrees to indemnify and hold harmless, the City, its officers, agents, and employees from, and against, any and all claims, actions, liabilities, losses and expenses including, but not limited to, attorney's fees for personal, economic or bodily injury, wrongful death, loss of or damage to property, at law or in equity, which may arise or may be alleged to have risen from the negligent acts, errors, omissions or other wrongful conduct of the Consultant, agents or other personal entity acting under Consultant's control in connection with the Consultant's performance of Services pursuant to that Agreement and to that extent the Consultant shall pay such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses including wrongful termination or allegations of discrimination or harassment, and shall pay all costs and attorneys' fees expended by the City in defense of such claims and losses including appeals. The parties agree that ten percent (10%) of the total compensation is a specific consideration from the City to the Consultant for this indemnity. 9. TERMINATION. A. If, through any cause within reasonable control, the Consultant shall fail to fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations material to this Agreement, the City shall have the right to terminate the Services then remaining to be performed. Prior to the exercise of its option to terminate for cause, the City shall notify the Consultant of its violation of the particular terms of the Agreement and grant Consultant ten (10) days to cure such default. If the default remains uncured after ten (10) days the City may terminate this Agreement. (i.) In the event of termination, all finished and unfinished documents, data and other work product prepared by Consultant (and sub consultant(s)) shall be delivered to the City and the City shall compensate the Consultant for all Services satisfactorily performed prior to the date of termination, as provided in Paragraph 4 herein. (ii.) Nothwithstanding the foregoing, the Consultant shall not be relieved of liability to the City for damages sustained by it by virtue of a breach of the Agreement by Consultant and the City may reasonably withhold payment to Consultant for the purposes of set-off until such time as the exact amount of damages due the City from the Consultant is determined. B. Termination for Convenience of City. The City may, for its convenience and without cause terminate the Services then remaining to be performed at any time by giving Consultant ten (10) days written notice. The terms of Paragraphs A(i) and A(ii) shall be applicable hereunder. 3 C0910-061 Keefe, McCullough & Co., LLP Consultant Agreement SfB City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax C. Termination for Insolvency. The City also reserves the right to terminate the remaining Services to be performed in the event the Consultant is placed either in voluntary or involuntary bankruptcy or makes any assignment for the benefit of creditors. 10. ARBITRA nON. It is the intention of the parties that whenever possible, if a dispute or controversy arises hereunder then such dispute or controversy shall be settled by arbitration in accordance with the procedures, rules and regulations of the American Arbitration Association. The decision rendered by the Arbitrator shall be final and binding upon the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Arbitration shall be held in Miami-Dade County, Florida. All costs of arbitration and attorneys' fees incurred by the parties shall be paid by the non-prevailing party or, if neither party prevails on the whole, each party shall be responsible for a portion of the costs of arbitration and their respective attorneys' fees as may be determined by the court on confirmation. 11. WAIVER OF RIGHT TO JURY TRIAL. Each of the parties hereto hereby knowingly, voluntarily and intentionally, waive the right which any may have to a jury trial in respect of any action, proceeding, litigation or counterclaim based hereon or arising out of, under, on or in connection with this agreement or any course of conduct, course of dealing, statements (whether verbal or written) or actions of either of party. 12. CONFIDENTIAL INFORMATION. The Consultant shall not, either during the term of this Agreement or any time for a period of TEN (10) years subsequent to that date upon which the Consultant shall leave the employment of the City for any reason whatsoever, disclose to any person or entity, other than in the discharge of the duties of the Consultant under this Agreement, any information which the City designates in writing as "confidential." As a violation by the Consultant of the provisions of this Section could cause irreparable injury to the City and there is no adequate remedy at law for such violation, the City shall have the right, in addition to any other remedies available to it at law or in equity, to enjoin the Consultant in a court of equity for violating such provisions. 13. NOTICES. All notices and communications hereunder shall be in writing and shall be deemed given when sent postage prepaid by registered or certified mail, return receipt requested and, if intended for City to Rick Conner, City Manager with a copy to Hans Ottinot, City Attorney, at City of Sunny Isles Beach, 18070 Collins Avenue, Sunny Isles Beach, Florida 33160, and if intended for the Consultant, shall be addressed to William G. Benson, CPA, Keefe, McCullough & Co., LLP, 6550 North Federal Highway, Suite 410, Fort Lauderdale, FL 33308, Telephone (954) 771-0896. Fax (954) 938-9353. 14. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Venue shall be in Miami-Dade County, Florida. 4 C0910-061 Keefe, McCullough & Co., LLP Consultant Agreement r:fS City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax 15. AUDIT. The Consultant shall make available to the City or its representative all required financial records associated with the Agreement for a period of THREE (3) years. 16. NON-DISCRIMINATION. The Consultant agrees to comply with all local and state civil rights ordinances and with Title VI of the Civil Rights Act of 1984 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Title 1 of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11248 as amended by Executive Orders 11375 and 12086. The Consultant will not discriminate against any employee or applicant for employment because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital/familial status, or status with regard to public assistance. The Consultant will take affirmative action to insure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of payor other forms of compensation, and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this non-discrimination clause. The Consultant agrees to comply with any Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 708), which prohibits discrimination against the handicapped in any Federally assisted program. 17. INSURANCE. Consultant shall, at its sole cost and expense, during the period of any work being performed under this Agreement, procure and maintain the following minimum insurance coverages to protect the City and Consultant against all loss, claims, damage and liabilities caused by Consultant, its agents, contractors or employees, as more particularly set forth below: ...'.... (a) Professional liability insurance: The limits of such liability provided by such policy shall be no less than One Million Dollars ($1,000,000) combined single limit occurrence. (b) Workers' Compensation insurance to apply for all employees in compliance with the Workers Compensation Law of the State of Florida and all applicable federal laws. (c) Business Automobile Liability Insurance with minimum limits of Five Hundred Thousand Dollars ($500,000.00) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business 5 C0910-061 Keefe, McCullough & Co., LLP Consultant Agreement 0ub City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Automobile Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office and must include: Owned vehicles. Hired and non-owned vehicles. Employers' non-ownership. Such policies of insurance shall not diminish Consultants indemnification obligations hereunder. The insurance policy shall be issued by such company, in such forms and with such limits of liability and deductibles as are acceptable to the City and shall be endorsed to be primary over any insurance, which the City may maintain. Before any work under this Agreement is performed, and at any time upon request, Consultant shall furnish to the City certificates of insurance evidencing the minimum required coverage and appropriately endorsed for contractual liability with the City named as an additional insured. All policies shall contain a waiver of subrogation endorsement. All policies and certificates shall be in forms and issued by insurance companies acceptable to the City's Risk Management Department. All insurance policies and certificates of insurance shall provide that the policies may not be canceled or altered without thirty (30) calendar days prior written notice to the City Manager or his designee. 18. CONFLICT OF INTEREST. The Consultant agrees to adhere to and be governed by the Miami-Dade County Conflict of Interest Ordinance Section 2-11.1, as amended; and by the City of Sunny Isles Beach Ordinance No. 99-82, which are incorporated by reference herein as if fully set forth herein, in connection with the Agreement conditions hereunder. The Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirectly which should conflict in any manner or degree with the performance of the Services. The Consultant further covenants that in the performance of this Agreement, no person having any such interest shall knowingly be employed by the Consultant. No member of, or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefits arising therefrom. 19. CONFLICTING PROVISIONS. The terms and conditions in this Agreement supersede any other conflicting provisions that are contained in any other document, including but not limited to any attachments hereto. 20 ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and may be amended, waived, changed, modified, extended or rescinded only by a writing signed by the party against whom any such amendment, waiver, change, modification, extension andlor rescission is sought. 6 C0910-061 Keefe, McCullough & Co., LLP Consultant Agreement S~B City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax IN WITNESS WHEREOF, the parties hereto have executed this Agreement in triplicate on the day and year first written above. :z;;;t Signature r CLm e ~ CL \1 0 (\ T e r' "5 C '" Print Name CPPr W't::a---- Signature Atz.r L-A S k:r:: Print Name ATTEST: CITY OF SUNNY ISLES BEACH ~n\t A L Jane A. Hines, CMC, City Clerk ~ 7 C0910-061 Keefe, McCullough & Co., LLP Consultant Agreement SIB Iii1 Keefe, McCullough & Co., LLP Certified Public Accountants September 7,2010 Members of the City Commission City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, FL 33601 Dear City Commissioners: We are pleased to confirm our understanding of the services we are to provide the City of Sunny Isles Beach, Florida (the "City") for the years ended September 30, 2010, 2011 and 2012 with the option of auditing its financial statements for two additional one-year terms. We will audit the financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information, which collectively comprise the basic financial statements of the City of Sunny Isles Beach as of and for the years ended September 30, 2010, 2011 and 2012. Accounting standards generally accepted in the United States provide for certain required supplementary information (RSI), such as management's discussion and analysis (MD&A), to accompany the City's basic financial statements. As part of our engagement, we will apply certain limited procedures to the City's RSI. These limited procedures will consist principally of inquiries of management regarding the methods of measurement and presentation, which management is responsible for affirming to us in its representation letter. Unless we encounter problems with the presentation of the RSI or with procedures relating to it, we will disclaim an opinion on it. The following RSI is required by generally accepted accounting principles and will be subjected to certain limited procedures, but will not be audited: 1. Management's Discussion and Analysis. 2. Schedule of Funding Progress - Other Post Employment Benefits. 3. Budgetary Comparison Schedule - General Fund 4. Notes to Budgetary Comparison Schedule Supplementary information other than RSI, also accompanies the City's basic financial statements. We will subject the following supplementary information to the auditing procedures applied in our audit of the basic financial statements and will provide an opinion on it in relation to the basic financial statements: 1. Schedule of Expenditures of Federal Awards and State Financial Assistance. The following additional information accompanying the basic financial statements will not be subjected to the auditing procedures applied in our audit of the financial statements, and for which our auditor's report will disclaim an opinion: 1. Introductory Section. 2. Statistical Section. 6550 N. Federal Highway Suite 410 Fort Lauderdale. FL 33308 954.771.0896 954.938.9353 (F) www.kmccpa.com ATTACHMENT "A" City of Sunny Isles Beach, Florida -2- September 7,2010 Audit Objectives The objective of our audit is the expression of opinions as to whether your basic financial statements are fairly presented, in all material respects, in conformity with U.S. generally accepted accounting principles and to report on the fairness of the additional information referred to in the first paragraph when considered in relation to the basic financial statements taken as a whole. The objective also includes reporting on - · Internal control related to the 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. · Internal control related to major programs and projects and an opinion (or disclaimer of opinion) on compliance with laws, regulations, and the provisions of contracts or grant agreements that could have a direct and material effect on each major program or project in accordance with the Single Audit Act Amendments of 1996 and OMB Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations and the Department of Financial Services' State Projects Compliance Supplement. The reports on internal control and compliance will each include a statement that the report is intended solely for the information and use of management, the body or individuals charged with governance, others within the entity, specific legislative or regulatory bodies, federal and state awarding agencies, and if applicable, pass- through entities and is not intended to be and should not be used by anyone other than these specified parties. Our audit will be conducted in accordance with auditing standards generally accepted in the United States of America; the standards for financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; the Single Audit Act Amendments of 1996; the provisions of OMB Circular A-133; and Chapter 10.550, Rules of the Auditor General, and will include tests of accounting records, a determination of major program(s) in accordance with OMB Circular A-133, major project(s) in accordance with Chapter 10.550, Rules of the Auditor General, and other procedures we consider necessary to enable us to express such opinions and to render the required reports. If our opinions on the financial statements or the Single Audit compliance opinions are 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 opinions, we may decline to express opinions or to issue a report as a result of this engagement. City of Sunny Isles Beach, Florida -3- September 7,2010 Management Responsibilities Management is responsible for the basic financial statements and all accompanying information as well as all representations contained therein. Management is also responsible for preparation of the schedule of expenditures of federal awards and state financial assistance in accordance with the requirements of OMB Circular A-133 and Chapter 10.550, Rules of the Auditor General. As part of the audit, we will assist with preparation of your financial statements, schedule of expenditures of federal awards and state financial assistance, and related notes. You are responsible for making all management decisions and performing all management functions relating to the financial statements, schedule of expenditures of federal awards and state financial assistance, and related notes and for accepting full responsibility for such decisions. You will be required to acknowledge in the management representation letter our assistance with preparation of the financial statements and the schedule of expenditures of federal awards and state financial assistance and that you have reviewed and approved the financial statements, schedule of expenditures of federal awards and state financial assistance, and related notes prior to their issuance and have accepted responsibility for them. Further, you are required to designate an individual with suitable skill, knowledge, or experience to oversee any nonaudit services we provide and for evaluating the adequacy and results of those services and accepting responsibility for them. Management is responsible for establishing and maintaining effective internal controls, including internal controls over compliance, and for monitoring ongoing activities, to help ensure that appropriate goals and objectives are met. You are also responsible for the selection and application of accounting principles; for the fair presentation in the financial statements of the respective financial position of the governmental activities, each major fund, and the aggregate remaining fund information of the City and the respective changes in financial position in conformity with U.S. generally accepted accounting principles; and for compliance with applicable laws and regulations and the provisions of contracts and grant agreements. Management is also responsible for making all financial records and related information available to us and for ensuring that management and financial information is reliable and properly recorded. Your responsibilities also include identifying significant vendor relationships in which the vendor has responsibility for program compliance and for the accuracy and completeness of that information. Your responsibilities include adjusting the financial statements to correct material misstatements and confirming to us in the representation letter that the effects of any uncorrected misstatements 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. City of Sunny Isles Beach, Florida -4- September 7,2010 You are 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 or illegal acts affecting the government involving (1) management, (2) employees who have significant roles in internal control, and (3) others where the fraud or illegal acts could have a material effect on the financial statements. Your responsibilities include informing us of your knowledge of any allegations of fraud or suspected fraud affecting the government received in communications from employees, former employees, grantors, regulators, or others. In addition, you are responsible for identifying and ensuring that the entity complies with applicable laws, regulations, contracts, agreements, and grants. Additionally, as required by OMB Circular A-133 and Chapter 10.550, Rules of the Auditor General, it is management's responsibility to follow up and take corrective action on reported audit findings and to prepare a summary schedule of prior audit findings and a corrective action plan. Management is responsible for establishing and maintaining a process for tracking the status of audit findings and recommendations. Management is also responsible for identifying for us previous financial audits, attestation engagements, performance audits, or other studies related to the objectives discussed in the Audit Objectives section of this letter. This responsibility includes relaying to us corrective actions taken to address significant findings and recommendations resulting from those audits, attestation engagements, performance audits, or studies. You are also responsible for providing management's views on our current findings, conclusions, and recommendations, as well as your planned corrective actions, for the report, and for the timing and format for providing that information. Audit Procedures-General An audit includes examining, on a test basis, evidence supporting the amounts and disclosures 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 perform the audit to obtain reasonable rather than absolute assurance about whether the financial statements are free of material misstatement, whether from (1) errors, (2) fraudulent financial reporting, (3) misappropriation of assets, or (4) violations of laws or governmental regulations that are attributable to the entity or to acts by management or employees acting on behalf of the entity. Because the determination of abuse is subjective, Government Auditing Standards do not expect auditors to provide reasonable assurance of detecting abuse. 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 misstatements or noncompliance 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 or major programs. However, we will inform you of any material errors and any fraudulent financial reporting or misappropriation of assets that come to our attention. We will also inform you of any violations of laws or governmental regulations that come to our attention, unless clearly inconsequential. We will include such matters in the reports required for a Single Audit. Our responsibility as auditors is limited to the period covered by our audit and does not extend to any later periods for which we are not engaged as auditors. City of Sunny Isles Beach, Florida -5- September 7,2010 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 correspondence with selected individuals, funding sources, 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 require certain written representations from you about the financial statements and related matters. Audit Procedures-Internal Controls Our audit will include obtaining an understanding of the entity and its environment, including internal control, sufficient to assess the risks of material misstatement of the financial statements and to design the nature, timing, and extent of further audit procedures. Tests of controls may be performed to test the effectiveness of certain controls that we consider relevant to preventing and detecting errors and fraud that are material to the financial statements and to preventing and detecting misstatements resulting from illegal acts and other noncompliance matters that have a direct and material effect on the financial statements. Our tests, if performed, will be less in scope than would be necessary to render an opinion on internal control and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to Government Auditing Standards. As required by OMB Circular A-133 and Chapter 10.550, Rules of the Auditor General, we will perform tests of controls over compliance 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 and state project. 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 and Chapter 10.550, Rules of the Auditor General. An audit is not designed to provide assurance on internal control or to identify significant deficiencies. However, during the audit, we will communicate to management and those charged with governance internal control related matters that are required to be communicated under AICPA professional standards, Government Auditing Standards, OMB Circular A-133 and Chapter 10.550, Rules of the Auditor General. Audit Procedures-Compliance As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement, we will perform tests of the City'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. City of Sunny Isles Beach, Florida -6- September 7,2010 OMB Circular A-133 and Chapter 10.550, Rules of the Auditor General require 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 and projects. Our procedures will consist of tests of transactions and other applicable procedures described in the OMB Circular A-133 Compliance Supplement and Department of Financial Services' State Projects Compliance Supplement for the types of compliance requirements that could have a direct and material effect on each of the City's major programs and projects. The purpose of these procedures will be to express an opinion on the City's compliance with requirements applicable to each of its major programs and projects in our report on compliance issued pursuant to OMB Circular A-133 and Chapter 10.550, Rules of the Auditor General. We understand that your employees will prepare all cash, accounts receivable, or other confirmations we request, account analysis and reconciliations, and will locate any documents selected by us for testing. A t the conclusion of the engagement, we will complete the appropriate sections of the Data Collection Form that summarizes our audit findings. It is management's responsibility to submit the reporting package (including financial statements, schedule of expenditures of federal awards, summary schedule of prior audit findings, auditors' reports, and corrective action plan) along with the Data Collection Form to the federal audit clearinghouse. We will coordinate with you the electronic submission and certification. If applicable, we will provide copies of our report for you to include with the reporting package you will submit to pass-through entities. The Data Collection Form and the reporting package must be submitted within the earlier of 30 days after receipt of the auditors' reports or nine months after the end of the audit period, unless a longer period is agreed to in advance by the cognizant or oversight agency for audits. The audit documentation for this engagement is the property of Keefe, McCullough & Co., LLP and constitutes confidential information. However, pursuant to authority given by law or regulation, we may be requested to make certain audit documentation available to an oversight agency or its designee, a federal or state agency providing direct or indirect funding, or the U.S. Governmental Accountability Office for purposes of a quality review of the audit, to resolve audit findings, or to carry out oversight responsibilities. We will notify you of any such request. If requested, access to such audit documentation will be provided under the supeNision of Keefe, McCullough & Co., LLP personnel. Furthermore, upon request, we may provide copies of selected audit documentation to the aforementioned parties. These parties may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies. The audit documentation for this engagement will be retained for a minimum of five years after the report release or for any additional period requested by the oversight agency. If we are aware that a federal or state 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 audit documentation. City of Sunny Isles Beach, Florida -7- September 7,2010 We agree to the terms outlined in the City's Request for Proposal number 10-06-01. We further agree to all representations included in our firm's proposal submission dated July 13,2010. Our fee for these services will be as stated in the accompanying Schedule of Audit Fees. Our invoices for these fees will be rendered each month as work progresses and are payable on presentation. The above fee contemplates the timely preparation of various workpapers, financial statement schedules and other data by 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. This agreement may be renewed based on the mutual agreement to all terms, including fees, of both parties. Government Auditing Standards require that we provide you with a copy of our most recent external peer review report and any letter of comment, and any subsequent peer review reports and letters of comment received during the period of the contract. Our 2008 peer review report accompanies this letter. We appreciate the opportunity to be of service to the City and believe this letter accurately summarizes the significant terms of our engagement. If you have any questions, please let us know. If you agree with the terms of our engagement as described in this letter, please sign the enclosed copy and return it to us. CULLOUGH & CO., LLP RESPONSE: This letter correctly sets forth the understanding of the City of Sunny Isles Beach, Florida. By: Title: Date: CITY OF SUNNY ISLES BEACH, FLORIDA SCHEDULE OF AUDIT FEES FOR THE YEARS ENDING 2010,2011 AND 2012 AUDIT ITEM FY2010 FY 2011 FY 2012 Audit of the Financial Statements $ 32,500 $ 33,500 $ 34,500 Single Audit (Per Major Program/Project)* $ 2,500 $ 2,500 $ 2,500 Preparation, Editing and Printing of the CAFR $ 5,000 $ 5,000 $ 5,000 * These fees will only be charged in fiscal years that require a Federal or Florida Single Audit based on funding received. A)K Abbott, Jordan ~Koon, LLC CERTIFIED PUBUC ACCOUNTANTS To the Owners Keefe, McCullough & Co., LLP p.o. Box 609 0405 Second Street 0 Manchester, GA 31816 (706) 846-8401 0 Fax (706) 846-3370 We have reviewed the system of quality control for the accounting and auditing practice of Keefe, McCullough & Co., LLP (the firm) in effect for the year ended August 31,2008. A system of quality control encompasses the firm's organizational structure, the policies adopted and procedures established to provide it with reasonable assurance of conforming with professional standards. The elements of quality control are described in the Statements on Quality Control Standards issued by the American Institute of Certified Public Accountants (AICPA). The firm is responsible for deSigning a system of quality control and complying with it to provide the firm reasonable assurance of conforming with professional standards in all material respects. Our responsibility is to express an opinion on the design of the system of quality control and the firm's compliance with its system of quality control based on our review. Our review was conducted in accordance with standards established by the Peer Review Board ofthe AICPA. During our review, we read required representations from the firm, interviewed firm personnel and obtained an understanding of the nature of the firm's accounting and auditing practice, and .the design of the firm's system of quality control sufficient to assess the risks implicit in its practice. Based on our assessments, we selected engagements and administrative files to test for conformity with professional standards and compliance with the firm's system of quality control. The engagements selected represented a reasonable cross-section of the firm's accounting and auditing practice with emphasis on higher-risk engagements. The engagements selected included among others, audits of Employee Benefit Plans and engagements performed under Government Auditing Standards. Prior to concluding the review, we reassessed the adequacy of the scope of the peer review procedures and met with firm management to discuss the results of our review. We believe that the procedures we performed provide a reasonable basis for our opinion. In performing our review, we obtained an understanding of the system of quality control for the firm's accounting and auditing practice. In addition, we tested compliance with the firm's quality control policies and procedures to the extent we considered appropriate_ These tests covered the application of the firm's policies and procedures on selected engagements. Our review was based on selected tests therefore it would not necessarily detectall weaknesses in the system of quality control or all instances of noncompliance with it. There are inherent limitations in the effectiveness of any system of quality control and therefore noncompliance with the system of quality control may occur and not be detected. Projection of any evaluation of a system of quality control to future periods is subject to the risk that the system of quality control may become inadequate because of changes in conditions, or because the degree of compliance with the policies or procedures may deteriorate. MEMBERS OF AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS GEORGIA SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS Page 2 of 2 In our opinion, the system of quality control for the accounting and auditing practice of Keefe, McCullough & Co., LLP in effect for the year ended August 31, 2008, has I?een designed to meet the requirements of the quality control standards for an accounting and auditing practice established by the AICPA and was complied with during the year then ended to provide the firm with reasonable assurance of conforming with professional standards. 4~~~,~ Manchester, Georgia October 29,2008 A.K ;:__ ~~~~ ~-~~~~~~~~~ ~ ~ ~.~~.;-:; '~~;;~~-~i~~~;~-::, ~~~ _-~_'~~ ~:: _. - . :~: ~~~_) -.,,' :~~. .:.~~::-::;!~;:::;~;:~:~~~~.~~-:,~W t~~.~":'_~'::4 ~ ~. .: ~. AICPA Peer Review Program Administered In Ronda by the Florida Institute of CPAs. February 26,2009 Joseph D. Leo, CPA Keefe, McCullough & Co., LLP 6550 N Federal Hwy., Ste. 410 Fort Lauderdale, FL 33308-1417 Dear Mr. Leo: It is my pleasure' to not~ you' that on February 26, 2009 the Florida Peer Review Committee accepted the report on the most recent peer review of your firm. The due date for your next review is February 29, 2012. This is the date by which all review documents should be completed and submitted to the administering entity. Since your firm's due date falls between January and April, you may arrange to ha.ve your review a few months earlier to avoid having a review during tax season. . .As you know, the reviewer's opinion was unmodified. The Committee asked me to convey its congratulations to the firm. Sincerely, Il//l &~ Paul N. Brown Peer ReView Director of Technical Services cc: David C. Jordan, CPA Firm Number: 10036786 Review Number: 271343 Letter lD: 75470 -::..*, I " ..,., - ._'''' '. '.... " :....,.,~;:~ i,~ ". -;. 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I.. .a ... ~ ~ 0 !!! ij Philadelphia Indemnity Insurance Company One Bala Plaza, Suite 100, Bala Cynwyd, Pennsylvania 19004 COMMON POLICY DECLARATIONS Policy Number: PHSD565142 Named Insured and Mailing Address: Keefe, McCullough & Co., LLP 6550 N Federal Hwy Ste 410 Fort Lauderdale, FL 33308 Producer: 5528 THE PLASTRIDGE AGENCY, INC. 9660 W. SAMPLE ROAD #103 CORAL SPRINGS, FL 33065 Policy Period From: 10/11/2010 To: 10/11/2011 at 12:01 A.M. Standard Time at your mailing address shown above. Business Description: CPA IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE PARTS FOR WHICH A PREMIUM IS INDICATED. THIS PREMIUM MAY BE SUBJECT TO ADJUSTMENT. Commercial Property Coverage Part Commercial General Liability Coverage Part Commercial Crime Coverage Part Commercial Inland Marine Coverage Part Commercial Auto Coverage Part Businessowners Workers Compensation Accountants PREMIUM 49,676.99 Total $ 49,676.99 863.99 Total Includes Fees and Surcharges (See Schedule Attached) FORM (S) AND ENDORSEMENT (S) MADE A PART OF THIS POLICY AT THE TIME OF ISSUE Refer To Forms Schedule .Omits applicable Forms and Endorsements if shown in specific Coverage Part/Coverage Form Declarations CPD- PIIC (01/07)~~Q] ;l~".<"~_,,-. Countersignature Date Authorized Representative PI-ACT-1 (11-97) i9 Philadelphia Insurance Companies One Bala Plaza, Suite 100, Bala Cynwyd, Pennsylvania 19004 ACCOUNTANTS PROFESSIONAL LIABILITY INSURANCE POLICY lID Philadelphia Indemnity Insurance Company o Philadelphia Insurance Company DECLARATIONS Policy Number: PHSD565142 NOTICE: EXCEPT TO SUCH EXTENT AS MAY OTHERWISE BE PROVIDED HEREIN, THIS POLICY IS WRITTEN ON A CLAIMS MADE BASIS AND COVERS ONLY THOSE CLAIMS FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD AND REPORTED IN WRITING TO THE INSURER PURSUANT TO THE TERMS HEREIN. THE LIMIT OF LIABILITY AVAILABLE TO PAY JUDGMENTS OR SETTLEMENTS SHALL BE REDUCED BY AMOUNTS INCURRED AS DEFENSE COSTS. PLEASE READ CAREFULLY. Item 1. NAMED INSURED and Address: Keefe, McCullough & Co., LLP 6550 N Federal Hwy Ste 410 Fort Lauderdale, FL 33308 Item 2. Limits of Liability: (A) $ 2,000,000 each CLAIM, including CLAIMS EXPENSE (B) $ 4,000,000 Annual Aggregate including CLAIMS EXPENSE Item 3. Deductible: $ 5,000 Deductible per CLAIM Item 4. POLICY PERIOD: From: 10/11/2010 To: 10/11/2011 (12:01 A.M. local time at the address shown in Item 1.) Item 5. Premium: $ 49,676.99 Item 6. Retroactive Date: FULL PRIOR ACTS Endorsements: Per Schedule Attached In witness whereof, the Insurer issuing this Policy has caused this Policy to be signed by its authorized officers, but it shall not be valid unless also signed by the duly authorized representative of the Insurer. ~y~" Authorized Representative Countersignature Countersignature Date Page 1 of 1 WORKERS COIItIl-'ENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY Insurer: FCCI INSURANCE COMPANY 6300 UNIVERSITY PKWY SARASOTA, FL 34240-8424 Ca~erNumbe~ 24570 Policy Number: 001-WC10A-39871 Prior Policy Number: 001-WC09A-39871 INFORMATION PAGE 1. The Insured: KEEFE MCCULLOUGH & CO LLP Mailing Address: 6550 N FEDERAL HWY STE 410 FORT LAUDERDALE, FL 33308-1417 Business Status: Partnership Risk ID Number: 091430207 FEIN Number: 591363792 Other workplaces not shown above: 2. The policy period is from 01/01/10 12:01 AM to 01/01/11 12:01 AM at the Insured's Mailing Address. 3. A. Workers' Compensation Insurance: Part One of the policy applies to the Workers' Compensation law of the state(s) listed here: FLORIDA B. Employers Liability Insurance: Part Two of the policy applies to work in each state listed in Item 3.A. The limits of our liability under Part Two are: Bodily Injury by Accident $100,000 each accident Bodily Injury by Disease $500,000 policy limit Bodily Injury by Disease $100,000 each employee C. Other States Insurance: Part Three of the policy applies to the states, if any, listed here: All states and U.S. terrltories except North Dakota, Ohio, Washington, Wyoming, Puerto Rico, the U.S. Virgin Islands, and states designated in Item 3.A. of the Information Page. D. This policy includes these endorsements and schedules: wcoooooo A( 4/92) WC000001 A( 5/88) WC000308 WC000414 WC000419 WC090303 WC090403 A WC090606 WC990602 (5-97) WC990609 4. The premium for this policy will be determined by our Manuals of Rules, Classifications, Rates and Rating Plans. All information required below is subject to verification and change by audit. SEE EXTENSION OF INFORMATION PAGE Total Estimated Policy Premium: $4,613 Minimum Premium: $220 Program Type: Gold Advantage Plan Agency Name: 320, Plastridge/Delray Beach Agency Location: Delray Beach, FL Agency Phone Number: (561) 276-5221 ft:!- President Countersigned by Authorized Representative we 00 00 01 A Copyright 1987 National Council on Compensation Insurance EZ0108, Rev. 4/99 Page 1 WORKERS CO"',rJENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY Insured Name: KEEFE MCCULLOUGH & CO LLP Policy Number: 001-WC10A-39871 Agency Name: 320, Plastridge/Delray Beach PREMIUM CALCULATION Extension of Information Page WC 00 00 01 A Item 4: FLORIDA Estimated Remuneration Classification Code 8803 8810 Rate AUDIT, ACCT, COMP SYS PRG-TRVL CLERICAL NO DUTIES OUT OF OFC 2,310,761 $4 $.18 $.26 Premium $4,159 $0 Manual Premium $4,159 Premium Subject to Experience Modification ................ $4,159 Experience Modification Factor ............................ Standard Premium .......................................... 0.95 $3,951 Plus: Expense Constant .................................... $200 Plus: Terrorism ........................................... Estimated Annual Premium .................................. $462 $4,613 we 00 00 01 A Copyright 1987 National Council on Compensation Insurance EZ0102, 2196 Page 2