R2022-64 Auditor Services AgreementRESOLUTION 2022-64
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA, APPROVING THE AUDITOR
SELECTION COMMITTEE'S FINAL RANKING OF AUDITOR PROPOSALS,
APPROVING AN AGREEMENT FOR AUDITING SERVICES WITH
NOWLEN, HOLT & MINER, P.A. AND AUTHORIZING THE MAYOR AND
VILLAGE CLERK TO EXECUTE THE AGREEMENT ON BEHALF OF THE
VILLAGE; PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the Village's Auditor Selection Committee ("Committee") issued a Request for Proposals
for Auditing Services ("RFP") in accordance with Section 218.391, Florida Statutes; and
WHEREAS, the Committee reviewed the proposals submitted in response to the RFP and selected
Nowlen, Holt & Miner, P.A. as the highest -ranked, qualified firm; and
WHEREAS, the Village Council determines that the approval of the Committee's ranking and the
execution of an Agreement with Nowlen, Holt & Miner to provide auditing services in in the best
interests of the residents of the Village of North Palm Beach.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE
OF NORTH PALM BEACH, FLORIDA as follows:
Section 1. The foregoing recitals are ratified as true and incorporated herein.
Section 2. The Village Council hereby approves the Auditor Selection Committee's ranking
of the proposals submitted in response to the Request for Proposals for Audit Services, approves
an Agreement for Auditing Services with Nowlen, Holt and Miner, P.A. to provide auditing
services for the Village, a copy of which is attached hereto and incorporated herein by reference,
and authorizes the Mayor and Village Clerk to execute the Agreement on behalf of the Village.
Section 3. All resolutions or parts of resolution in conflict with this Resolution are hereby
repealed to the extent of such conflict.
Section 4. This Resolution shall be effective immediately upon adoption.
PASSED DOPTED THIS 25TH DAY OF AUGUST, 2022.
ATTEST-""""'
VILLA E ERK
AANbR
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AGREEMENT FOR AUDITING SERVICES
THIS AGREEMENT is made and entered into this 25th day of August, 2022 by and
between the Village of North Palm Beach, Florida, a Florida municipal corporation (“Village”)
and Nowlen Holt & Miner, P.A., a Florida corporation (“NH&M”).
W I T N E S S E T H:
WHEREAS, the Village’s Auditor Selection Committee (“Committee”) issued a Request
for Proposals for Audit Services (“RFP”) for the Village; and
WHEREAS, the Committee reviewed the responses to the RFP and determined that
NH&M was the highest ranked qualified firm; and
WHEREAS, based on the Committee’s ranking, the Village wishes to retain NH&M to
perform such services on behalf of the Village.
NOW, THEREFORE, in consideration of the mutual representations and obligations
herein contained and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
1. Retention of Auditor.
The Village hereby selects NH&M to supply annual independent auditing services on
behalf of the Village.
2. Scope of Services and Conflicts.
a) NH&M agrees to perform such services for the Village in accordance with the terms
and conditions of the RFP and NH&M’s Proposal (“Proposal”) submitted in response to the RFP,
which are incorporated herein by this reference, as well as NH&M’s Engagement Letter dated
August 11, 2022 (“Engagement Letter”), attached hereto as Exhibit “A” and incorporated herein
by reference.
b) In the event of a conflict among the documents referenced above, the conflict shall
be resolved in the following order of precedence: (i) the RFP; (ii) the Proposal; and (iii) the
Engagement Letter.
3. Compensation:
The Village shall compensate NH&M for its services in accordance with the Schedule of
Professional Fees (“Fee Schedule”) attached to the Engagement Letter. The compensation
referenced herein shall be the total cost for all general auditing services performed on behalf of the
Village, as defined in the RFP, but does not include any Single Audits, an Alternative Compliance
Examination Engagement for Use of Coronavirus State and Local Fiscal Recovery Funds or any
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additional services requested by the Village. These services shall be billed at the rates set forth in
the Fee Schedule.
4. Term and Termination.
a) This Agreement shall be for an initial term of six (6) years from the effective date
and shall continue through the audit for Fiscal Year 2027. It may be extended, at the sole discretion
of the Village, for two additional one-year periods and a price to be negotiated between the parties.
b) This Agreement may be terminated for any or no reason upon thirty (30) days’
written notice by the Village or ninety (90) days’ written notice by NH&M. In the event of
termination, the Village shall compensate NH&M for work performed to the Village’s satisfaction
through the date of termination based on the hours incurred at NH&M’s rates set forth in the Fee
Schedule.
5. Insurance.
During the term of this Agreement, NH&M agrees to keep and maintain all insurance
required by the RFP.
6. Enforcement costs.
In the event any lawsuit is brought to enforce compliance with the terms of the Agreement
or interpret same, or if any administrative proceeding is initiated for the same purposes, the
prevailing party shall pay to the non-prevailing party reasonable attorney’s fees and costs,
including appellate fees and costs.
7. Entire Agreement.
The Village and NH&M agree that this Agreement sets forth the entire agreement between
the parties, and that there are no promises or understandings other than those stated herein. None
of the provisions, terms and conditions contained in this Agreement may be added to, modified,
superseded or otherwise altered, except by written instrument executed by the parties hereto. Any
provision of this Agreement which is of a continuing nature or imposes an obligation which
extends beyond the term of this Agreement shall survive its expiration or earlier termination.
8. Inspector General.
NH&M is aware that the Inspector General of Palm Beach County has the authority to
investigate and audit matters relating to the negotiation and performance of this Agreement, and
in furtherance thereof, may demand and obtain records and testimony from NH&M. NH&M
understands and agrees that in addition to all other remedies and consequences provided by law,
the failure of NH&M to fully cooperate with the Inspector General when requested may be deemed
by the Village to be a material breach of the Agreement justifying termination.
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9. Public Records.
IF NH&M HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT
THE CUSTODIAN OF RECORDS, VILLAGE CLERK JESSICA GREEN
AT (561) 841-3355 OR NPBCLERK@VILLAGE-NPB.ORG; OR 501 U.S.
HIGHWAY ONE, NORTH PALM BEACH, FL 33408
NH&M shall comply with the provisions of Section 119.0701, Florida Statutes, and
specifically agrees to:
A. Keep and maintain public records required by the Village to perform the service.
B. Upon request from the Village’s custodian of public records, provide the Village with a
copy of the requested records or allow the records to be inspected or copied within a
reasonable time at a cost that does not exceed the cost provided in this chapter or as
otherwise provided by law.
C. Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of
the contract term and following completion of the contract if NH&M does not transfer the
records to the public agency.
D. Upon completion of the contract, transfer, at no cost, to the Village all public records in
possession of NH&M or keep and maintain public records required by the Village to
perform the service. If NH&M transfers all public records to the Village upon completion
of the contract, NH&M shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If NH&M keeps and
maintains public records upon completion of the contract, NH&M shall meet all applicable
requirements for retaining public records. All records stored electronically must be
provided to the Village, upon request from the Village’s custodian of public records, in a
format that is compatible with the information technology systems of the Village.
10. E-verify.
NH&M warrants and represents that NH&M and all subcontractors are in compliance with
Section 448.095, Florida Statutes, as may be amended. NH&M has registered to use, and shall
continue to use, the E-Verify System (E-Verify.gov) to electronically verify the employment
eligibility of newly hired employees and has received an affidavit from each subcontractor stating
that the subcontractor does not employ, contract with or subcontract with unauthorized aliens. If
the Village has a good faith belief that NH&M has knowingly violated Section 448.09(1), Florida
Statutes, the Village shall terminate this Agreement pursuant to Section 448.095(2), Florida
Statutes, as may be amended. If the Village has a good faith belief that a subcontractor has
knowingly violated Section 448.09(1), Florida Statutes, but NH&M has otherwise complied, it
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shall notify NH&M, and NH&M shall immediately terminate its contract with the subcontractor.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.
VILLAGE OF NORTH PALM BEACH
By: _____________________________
Deborah Searcy, Mayor
ATTEST:
By: _______________________________
Jessica Green, Village Clerk
APPROVED AS TO FORM AND LEGAL
SUFFICIENCY:
By: _____________________________
Village Attorney
Witnesses: NOWLEN, HOLT & MINER, P.A.
By: ______________________________
Print Name: Name:
Title:
Print Name:
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Chuck Huff
Samia Janjua