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1999-037 Audit Agreement w/Haas, Diaz• RESOLUTION 37-99 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR AND VILLAGE CLERK TO ENTER INTO AN AGREEMENT WITH HAAS, DIAZ & CO., ATTACHED AS EXHIBIT "A", WHICH AGREEMENT PROVIDES FOR AN AUDIT OF THE VILLAGE'S GENERAL PURPOSE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 1999; AND, PROVIDING FOR AN EFFECTIVE 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 authorize and direct the Mayor and Village Clerk to enter into an agreement with Haas, Diaz & Co., attached as Exhibit "A", which agreement provides for an audit of the Village's General Purpose Financial Statements for the fiscal year ending September 30, 1999. Section 2. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED THIS 24th DAY OFJUNE, 1999. (Village Seal) A7°I'EST ~ • VILLAGE CLERK • AGREEMENT BETWEEN THE VILLAGE OF NORTH PALM BEACH, FLORIDA and HAAS, DIAZ & CO. PROVIDING FOR ' AN AUDIT OF THE VILLAGE'S GENERAL PURPOSE FINANCIAL STATEMENTS FOR THE YEARS ENDING SEPTEMBER 30, 1999, 2000, AND 2001 This is an agreement between: THE VILLAGE OF NORTH PALM BEACH, FLORIDA, its successors and assigns, hereinafter referred to as "VILLAGE", through its VILLAGE COUNCIL, AND The partnership of Haas, Diaz & Co., Certified Public Accountants doing business or authorized io do business in the State of Florida, hereinafter referred to as "AUDITOR". AUDIT PERIOD 1.1 Audit Period -This agreement shall commence on the date that this instrument is fully executed by both parties. The terms of this agreement shall be for the year ending September 30, 1999. This contract may be renewed annually to inilude the audits of the general purpose financial statements for the years ending September 30, 2000, and September 30, 2001, as hereinafter specified. Either parry to this Agreement may give notice of intent to renew at least ninety (90) days prior to expiration of the initial term or ninety (90) days prior to expiration of the first renewal term. The party who received notice shall have a period of forty-five (45) days in which to either accept or reject the offer to renew. If the offer to renew is accepted, then the contrail shall be extended for a one (1) year period. If the offer to renew is rejected by the other party, then this contract shall expire at the end of such year unless this agreement is otherwise terminated in accordance with Section 11.1 of this agreement. C~ AGREEMENT BETWEEN THE VILLAGE OF NORTH PALM BEACH, FLORIDA and HAAS, DIAZ & CO. PROVIDING FOR • AN AUDIT OF THE VILLAGE'S GENERAL PURPOSE FINANCIAL STATEMENTS FOR THE YEARS ENDING SEPTEMBER 30, 1999, 2000, AND 2001 This is an agreement between: THE VILLAGE OF NORTH PALM BEACH, FLORIDA, its successors and assigns, hereinafter referred to as "VILLAGE", through its VILLAGE COUNCIL, AND The partnership of Haas, Diaz 8 Co., Certified Public Accountants doing business or authorized to do business in the State of Florida, hereinafter referred to as "AUDITOR". AUDIT PERIOD 1.1 Audit Period -This agreement shall commence on the date that this instrument is fully executed by both parties. The terms of this agreement shall be for the year ending September 30, 1999. This contract may be renewed annually to include the audits of the general purpose financial statements for the years ending September 30, 2000, and September 30, 2001, as hereinafer specified. Either party to this Agreement may give notice of intent to renew at least ninety (90) days prior to expiration of the initial term or ninety (90) days prior to expiration of the first renewal term. The party who received notice shall have a period of foray-five (45) days in which to either accept or reject the offer to renew. If the offer to renew is accepted, then the contrail shall be extended for a one (1) year period. If the offer to renew is rejected by the other party, then this contract shall expire at the end of such year unless this agreement is otherwise terminated in accordance with Section 11.1 of this agreement. • SCOPE OF THE AUDIT • 2.1 We will audit the general purpose financial statements of the Village of North Palm Beach as of and for the year ending September 30, 1999. The general purpose financial statements will be a part of the Comprehensive Annual Financial Report (CAFR), which is the final document that will be submitted to the Village. The CAFR will include the following additional information: 1. Combining, individual fund and account group statements. 2. Statistical section. With the exception of the Statistical Section, the additional information inGuded in the CAFR will be subjected to the auditing procedures applied in the audit of the general purpose financial statements. AUDIT OBJECTIVES 3.1 The objective of our audit is the expression of an opinion as to whether your general purpose financial statements are fairly presented, in all material respects, inconformity with generally ao- cepted accounting principles and to report on the fairness of the additional information referred to in the first paragraph when considered in relation to the general purpose financial statements taken as a whole. Our audit will be conducted in accordance with generally accepted auditing standards and the standards for financial audits contained in Govemment Auditing Standarc/s, issued by the Comptroller General of the United States, and will Include tests of the accounting records of The Village of North Palm Beach and other procedures we consider necessary to en- able us to express such an opinion. If our opinion on the general purpose financial statements is other than unqualified, we will fully discuss the reasons with you in advance. If, for any rea- son, we are unable to complete the audit or are unable to form or have not formed an opinion, we may decline to express an opinion or to issue a report as a result of this engagement. We will also provide reports (that do not incude opinions) on intemal control related to the finan- cial statements and compliance with laws, regulations, and the provisions of grant agreements, noncompliance with which could have a material effect on the financial statements as required by Government Auditing Standarcls. MANAGEMENT RESPONSIBILITIES 4.1 Management is responsible for establishing and maintaining intemal control and for compliance with laws, regulations, contracts, and agreements. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of the controls. The objectives of intemal control are to provide management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or dis- position, that transactions are executed in accordance with management's authorizations and recorded properly to permit the preparation of general purpose financial statements in accor- dance with generally accepted accounting principles. Management is responsible for making all financial records and related information available to us. We understand that you will provide us with such information required for our audit and that you are responsible for the accuracy and completeness of that information. We will advise you • about appropriate accounting principles and their application and will assist in the preparation of your financial statements, but the responsibility for the financial statements remains with you. That responsibility includes the establishment and maintenance of adequate records and effec- SCOPE OF THE AUDIT • 2.1 We will audit the general purpose financial statements of the village of North Palm Beach as of and for the year ending September 30, 1999. The general purpose finangal statements will be a part of the Comprehensive Annual Financial Report (CAFR), which is the final document that will be submitted to the Village. The CAFR will include the following additional information: 1. Combining, individual fund and account group statements. 2. Statistical section. With the exception of the Statistical Section, the additional information inGuded in the CAFR will be subjected to the auditing procedures applied in the audit of the general purpose financial statements. AUDIT OBJECTIVES 3.1 The objective of our audit is the expression of an opinion as to whether your general purpose financial statements are fairly presented, in all material respects, in conformity with generally ao- cePted accounting principles and to report on the fairness of the additional information refer-ed to in the first paragraph when considered in relation to the general purpose financial statements taken as a whole. Our audit will be conducted in accordance with generally accepted auditing standards and the standards for financial audits contained in Govemment Auditing Standards, issued by the Comptroller General of the United States, and will Include tests of the accounting records of The Village of North Palm Beach and other procedures we consider necessary to en- able us to express such an opinion. If our opinion on the general purpose financial statements is other than unqualified, we will fully discuss the reasons with you in advance. If, for any rea- son, we are unable to complete the audit or are unable to form or have not formed an opinion, we may decline to express an opinion or to issue a report as a result of this engagement. We will also provide reports (that do not include opinions) on intemal control related to the finan- cial statements and compliance with laws, regulations, and the provisions of grant agreements, noncompliance with which could have a material effect on the financial statements as required by Government Auditing Standards. MANAGEMENT RESPONSIBILITIES 4.1 Management is responsible for establishing and maintaining intemal control and for compliance with laws, regulations, contracts, and agreements. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of the controls. The objectives of intemal control are to provide management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or dis- position, that transactions are executed in accordance with management's authorizations and recorded properly to permit the preparation of general purpose financial statements in accor- dancewith generally accepted accounting principles. Management is responsible for making all financial records and related information available to us. We understand that you will provide us with such information required for our audit and that you are responsible for the accuracy and completeness of that information. We will advise you • about appropriate accounting principles and their application and will assist in the preparation of your finandal statements, but the responsibility for the finandal statements remains with you. That responsibility includes the establishment and maintenance of adequate records and effec- five internal control over financial reporting, the selection and application of accounting princi- • pies, and the safeguarding of assets. AUDIT PROCEDURE -GENERAL 5.1 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 trans- actions 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 caused by error or fraud. Because of the concept of reasonable assurance and because we will not perform a detailed examination of all transactions, there is a risk that a material misstatement may exist and not be detected by us. In addition, an audit is not designed to detect errors, fraud, or other illegal acts that are immaterial to the general pur- pose financial statements. However, we will inform you of any material ercors and any fraud that comes to our attention. We will also inform you of any other illegal acts that come to our atten- tion, unless dearly inconsequential. Our responsibility as auditors is limited to the period covered by our audit and does not extend to matters that might arise during any later periods for which we are not engaged as auditors. Our' procedures will inGude tests of documentary evidence supporting the transactions recorded in the accounts, and may inGude tests of the physical existence of inventories, and direct confir- mation of receivables and certain other assets and liabilities by correspondence with selected individuals, creditors, and financial institutions. We will request written representations from your attorneys as part of the engagement, and they may bill you for responding to this inquiry. At the conclusion of our audit, we will also require certain written representations from you about the financial statements and related matters. Identifying and ensuring that The Vllage of North Palm Beach complies with laws, regulations, contrails, and agreements is the responsibility of management. As part of obtaining reasonable assurance about whether the general purpose financial statements are free of material mis- statement, we will perform tests of The Village of North Palm Beach's compliance with applica- ble laws and regulations and the provisions of contracts and agreements. However, the objec- tive of our audit will not be to provide an opinion on overall compliance, and we will not express such an opinion. An audit of the general purpose financal statements performed in acx:ordance with generally ao- cepted auditing standards is not designed to determine whether the computer systems of The Village of North Palm Beach are year 2000 compliant, or to provide any assurance on whether the V Ilage has addressed all of the affected systems on a timely basis. Further, we have no re- sponsibility with regard to the systems of vendors, service providers, or any other third parties. These are responsibilities of the Village's management. However, we may choose to commu- nicate matters that come to our attention relating to the Year 2000 Issue. AUDIT PROCEDURES -INTERNAL CONTROLS 6.1 In planning and performing our audit, we w111 consider the internal control sufficient to plan the audit in order to determine the nature, timing, and extend of our auditing procedures for the pur- pose of expressing our opinion on The Village of North Palm Beach's general purpose financial statements. • We will obtain an understanding of the design of the relevant controls and whether they have been placed in operation, and we will assess control risk. Tests of controls may be performed five internal control over financial reporting, the selection and application of accounting princi- ples, and the safeguarding of assets. AUDIT PROCEDURE -GENERAL 5.1 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 trans- actions 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 caused by error or fraud. Because of the concept of reasonable assurance and because we will not perform a detailed examination of all transactions, there is a risk that a material misstatement may exist and not be detected by us. In addition, an audit is not designed to detect errors, fraud, or other illegal acts that are immaterial to the general pur- pose finandal statements. However, we will inform you of any material errors and any fraud that comes to our attention. We will also inform you of any other illegal acts that come to our atten- tion, unless dearly inconsequential. Our responsibility as auditors is limited to the period covered by our audit and does not extend to matters that might arise during any later periods for which we are not engaged as auditors. Our procedures will indude tests of documentary evidence supporting the transactions recorded in the accounts, and may indude tests of the physical existence of inventories, and direct confir- mation of recevables and certain other assets and liabilities by correspondence with selected individuals, creditors, and finandal institutions. We will request written representations from your attorneys as part of the engagement, and they may bill you for responding to this inquiry. At the conclusion of our audit, we will also require certain written representations from you about the financial statements and related matters. Identifying and ensuring that The Vllage of North Palm Beach complies with laws, regulations, contracts, and agreements is the responsibility of management. As part of obtaining reasonable assurance about whether the general purpose financial statements are free of material mis- statement, we will perform tests of The V Ilage of North Palm Beach's compliance with applica- ble laws and regulations and the provisions of contracts and agreements. However, the objec- tive of our audit will not be to provide an opinion on overall compliance, and we will not express such an opinion. An audit of the general purpose finandal statements performed in accordance with generally ao- cepted auditing standards is not designed to determine whether the computer systems of The Vllage of North Palm Beach are year 2000 compliant, or to provide any assurance on whether the Vllage has addressed all of the affected systems on a timely basis. Further, we have no re- sponsibility with regard to the systems of vendors, service providers, or any other third parties. These are responsibilities of the Village's management. However, we may choose to commu- nicate matters that come to our attention relating to the Year 2000 Issue. AUDIT PROCEDURES -INTERNAL CONTROLS 6.1 In planning and performing our audit, we will consider the internal control suffident to plan the audit in order to detertmine the nature, timing, and extend of our auditing procedures for the pur- pose of expressing our opinion on The Vllage of North Palm Beach's general purpose financial statements. • We will obtain an understanding of the design of the relevant controls and whether they have been placed in operation, and we will assess control risk. Tests of controls 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 general purpose 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 general purpose financial statements. (Tests of controls are required only if control risk is assessed below the maximum level.) Our tests, if performed, will be less in scope than would be necessary to render an opinion on internal control and, ao- cordingly, no opinion will be expressed. An audit is not designed to provide assurance on internal control or to identify reportable condi- tions. However, we will inform the governing body or audit committee of any matters involving internal control and its operation that we consider to be reportable conditions under standards established by the American Institute of Certified Public Accountants. Reportable conditions in- volve matters coming to our attention relating to significant deficiencies in the design or opera- tion of the internal control that, in ourjudgment, could adversely affect the entity's ability to rec- ord, process, summarize, and report financial data consistent with the assertions of manage- ment in the general purpose financial statements. COMPLETION OF WORK 7.1 Completion Date -The Auditor shall complete all audit work and provide the CAFR to the village by January 31, 2000. Failure to do so shall reduce the audit fee by $100 per day until so pro- vided. An extepsion to the report delivery date shall be granted for the total number of days after November 15, 1999, if any, required by the Village to deliver the required schedules to the Audi- tor. Schedule delivery requirements are described in paragraph 7.2 below. 7.2 Village Closing Date -The Auditor shall provide to the Village a list of the required supporting schedules by September 30, 1999. Village shall then furnish the required list of supporting schedules and trial balance to Auditor by November 15, 1999. If Auditor has furnished the Vil- lage with a list of the required supporting schedules by September 30, 1999, and the Village has not furnished such list of supporting schedules and trial balance by November 15, 1999, then Auditor shall furnish to Village by hand delivery no later than November 16, 1999, a letter stating the supporting schedules that need to be provided. Upon receipt of the required supporting schedules, Auditor shall then furnish the Village with a letter stating the date upon which the last supporting schedule was received by Auditor. Should the Village fail to provide such schedules to the Auditor on the required date, the Auditor shall be granted an extension of time equal to the number of days after November 15, 1999, that such schedules are delivered by the Village to the Auditor. 7.3 Resolution of Audit Comments - At the conclusion of the audit field work, the Auditor shall make a reasonable effort to discuss with the Village Manager and Finance Director or their designees all of the proposed comments which may appear in the audit report. If the Village Manager and Finance Director or their designees are not available to discuss the Auditor's comments, their discussion is presumed when a draft of the proposed comments is delivered in writing to their office. The Village Manager and Finance Director shall respond to the proposed comments no later than two (2) weeks following receipt. Failure to respond shall be deemed acceptance of the draft comments as submitted. • to test the effectiveness of certain controls that we consider relevant to preventing and detecting errors and fraud that are material to the general purpose 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 general purpose financial statements. (Tests of controls are required only if control risk is assessed below the maximum level.) Our tests, if performed, will be less in scope than would be necessary to render an opinion on internal control and, ac- cordingly, no opinion will be expressed. An audit is not designed to provide assurance on internal control or to identify reportable condi- tions. However, we will inform the governing body or audit committee of any matters involving internal control and its operation that we consider to be reportable conditions under standards established by the American Institute of Certified Public Accountants. Reportable conditions in- volve matters coming to our attention relating to significant deficiencies in the design or opera- tion of the internal control that, in ourjudgment, could adversely affect the entity's ability to rec- ord, process, summarize, and report financial data consistent with the assertions of manage- ment in the general purpose financial statements. COMPLETION OF WORK 7.1 Completion Date -The Auditor shall complete all audit work and provide the CAFR to the V Ilage by January 31, 2000. Failure to do so shall reduce the audit fee by $100 per day until so pro- vided. An extension to the report delivery date shall be granted for the total number of days after November 15, 1999, if-any, required by the V Ilage to deliver the required schedules to the Audi- tor. Schedule delivery requirements are described in paragraph 7.2 below. 7.2 Village Closing Date -The Auditor shall provide to the Village a list of the required supporting schedules by September 30, 1999. Vllage shall then furnish the required list of supporting schedules and trial balance to Auditor by November 15, 1999. If Auditor has furnished the Vil- lagewith alist of the required supporting schedules by September 30, 1999, and the V Ilage has not furnished such list of supporting schedules and trial balance by November 15, 1999, then Auditor shall furnish to Village by hand delivery no later than November 16, 1999, a letter stating the supporting schedules that need to be provided. Upon receipt of the required supporting schedules, Auditor shall then furnish the Village with a letter stating the date upon which the last supporting schedule was received by Auditor. Should the Village fail to provide such schedules to the Auditor on the required date, the Auditor shall be granted an extension of time equal to the number of days after November 15, 1999, that such schedules are delivered by the Vllage to the Auditor. 7.3 Resolution of Audit Comments - At the contusion of the audit field work, the Auditor shall make a reasonable effort to discuss with the Vllage Manager and Finance Director or their designees all of the proposed comments which may appear in the audit report. If the Village Manager and Finance Director or their designees are not available to discuss the Auditor's comments, their discussion is presumed when a draft of the proposed comments is delivered in writing to their office. The Vllage Manager and Finance Director shall respond to the proposed comments no later than two (2) weeks following receipt. Failure to respond shall be deemed acceptance of the draft comments as submitted. A written statement of explanation or rebuttal concerning the Auditors comments, incuding cor- rective action to be taken, shall be filed with the governing body of the Village and with the • Auditor General within twenty (20) days of the delivery of the financial audit report. 7.4 Oral Presentation By Auditor - No later than thirty (30) days after delivery of the audit report, the Auditor shall attend a public meeting with the Village Council to discuss any recommendations of operational improvements arising out of the conduct of the audit. WORKING PAPERS 8.1 Retention of Working Papers - For a period of six (5) years after completion of any work pro- vided for herein, the Auditor shall make its working papers, records and other evidence and documents relating to such work available for inspection and copying by the Village and by the auditors retained by the Vllage who succeed the Auditor to the extent necessary to support the balances set forth in the financial statements on which the Auditor has reported. Any records determined by the General Counsel for the Village to be public records under Florida law shall be made available to the Village, successor CPA firms, and to the general public. EXTRA WORK OR ADDITIONAL SERVICES 9.1 Extra Work -The Auditor, upon receipt of a written request from the Village shall perform such additional auditing or other professional services as may be requested. The purchase of spe- cialized services or extra audit work shall require submission of a wririen proposal by the Auditor for agreement and approval by the Village. Such work shall be covered by separate purchase orders. 9.2 Compensation For Extra Work -Compensation to the Auditor for extra auditing services shall be based upon the hourly rates provided in paragraph 10.2 and shall be subject to other pay- ment provisions of Article X. COMPENSATION 10.1 Audit Fee -The basic fee for the services defined in Article II is as follows: September 30, 1999 $20,080 September 30, 2000 20,400 September 30, 2001 20,725 This contract fee is based on anticipated cooperation from Village personnel and on the as- sumption that unexpected circumstances will not be encountered during the audit. If significant additional time is necessary, we will discuss it with you and determine contract modifications before we incur the additional costs. Out-of-pocket costs, including but not limited to, printing, travel, per diem, telephone, etc. shall not be billable to the Village as a part of either category (a) or (b) unless incurred at the specific request of the Village. The fee for the services defined in Artice II has been established on the basis of the funds to be audited. If the funds to be audited are increased or decreased during the term of this agreement of extension thereof, the parties will consider, but are not obligated to, a modification of the con- tract price. • A written statement of explanation or reburial concerning the Auditor's comments, incuding cor- rective action to be taken, shall be filed with the governing body of the Village and with the • Auditor General within twenty (20) days of the delivery of the financial audit report. 7.4 Oral Presentation By Auditor - No later than thirty (30) days after delivery of the audit report, the Auditor shall attend a public meeting with the Village Council to discuss any recommendations of operational improvements arising out of the conduct of the audit. WORKING PAPERS 8.1 Retention of Working Papers - For a period of six (6) years after completion of any work pro- vided for herein, the Auditor shall make its working papers, records and other evidence and documents relating to such work available for inspection and copying by the V Ilage and by the auditors retained by the Vllage who succeed the Auditor to the extent necessary to support the balances set forth in the financial statements on which the Auditor has reported. Any records determined by the General Counsel for the Village to be public records under Florida law shall be made available to the Village, successor CPA firms, and to the general public. EXTRA WORK OR ADDITIONAL SERVICES 9.1 Extra Work -The Auditor, upon receipt of a written request from the Village shall perform such additional auditing or other professional services as maybe requested. The purchase of spe- cialized services or extra audit work shall require submission of a written proposal by the Auditor for agreement and approval by the Village. Such work shall be covered by separate purchase orders. 9.2 Compensation For Extra Work -Compensation to the Auditor for extra auditing services shall be based upon the hourly rates provided in paragraph 10.2 and shall be subject to other pay- ment provisions of Artice X. COMPENSATION 10.1 Audit Fee -The basic fee for the services defined in Article II is as follows: September 30, 1999 $20,080 September 30, 2000 20,400 September 30, 2001 20,725 This contract fee is based on anticipated cooperation from Village personnel and on the as- sumption that unexpected circumstances will not be encountered during the audit. If significant additional time is necessary, we will discuss it with you and determine contract modifications before we incur the additional costs. Out-of-pocket costs, including but not limited to, printing, travel, per diem, telephone, etc. shall not be billable to the Village as a part of either category (a) or (b) unless incurred at the specific request of the Village. The fee for the services defined in Article I I has been established on the basis of the funds to be audited. If the funds to be audited are increased or decreased during the term of this agreement of extension thereof, the parties will consider, but are not obligated to, a modification of the con- tract price. • 10.2 Fees For Extra Work or Additional Services -The following schedule of hourly fees shall apply to all extra work or additional services and shall also serve as Auditor's standard billing rates for • purposes of Section 10.1 of this agreement. Partner $165.00 per hour Manager 125.00 per hour Senior 95.00 per hour Staff 60.00 per hour 10.3 Billings -The Auditor shall submit to the village a monthly invoice for fees incurred during the preceding month ariributable to the auditor speaal services provided. The billing shall allocate the costs to the appropriate fund applicable. 10.4 Payment Terms -The Village agrees to promptly process each monthly statement received from Auditor, and shall make its best effort to remit billings within thirty (30) days of receipt of Audi- tor's monthly statement. TERMINATION 11.1 Termination of Services - 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 writ- ten notice by the Auditor during the term of this contract or extension thereof. Auditor shall be compensated through the date of termination based on the hours incurred at the Auditor's billing rates stated in paragraph 10.2 or the pro-rata amount of work compared to the fee set forth in paragraph 10.1, whichever is lower. ASSIGNMENT 12.1 ; Assignment of Work -This Agreement, or any interest herein, shall not be assigned, transferred or otherwise encumbered, under any droumstances by Auditor. However, the Agreement shall run to the Vllage and to any of its successors. EXECUTION 13.1 This document shall be executed in two (2) counterparts, each of which shall be deemed an original. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the respective dates under each signature. • 10.2 Fees For Extra Work or Additional Services -The following schedule of hourly fees shall apply to all extra work or additional services and shall also serve as Auditor's standard billing rates for purposes of Section 10.1 of this agreement. Partner $165.00 per hour Manager 125.00 per hour Senior 95.00 per hour Staff 60.00 per hour 10.3 Billings -The Auditor shall submit to the ~Ilage a monthly invoice for fees incurred during the preceding month attributable to the auditor special services provided. The billing shall allocate the costs to the appropriate fund applicable. 10.4 Payment Tenns - The V Ilage agrees to promptly process each monthly statement received from Auditor, and shall make its best effort to remit billings within thirty (30) days of receipt of Audi- tor's monthly statement. TERMINATION 11.1 Termination of Services - It is understood and agreed that this Agreement shall be terminated with or without cause upon thirty (30) days written notice by the Ullage or ninety (90) days writ- ten notice by the Auditor during the tenn of this contract or extension thereof. Auditor shall be compensated through the date of termination based on the hours incurred at the Auditor's billing rates stated in paragraph 10.2 or the pro-rata amount of work compared to the fee set forth in paragraph 10.1, whichever is lower. ASSIGNMENT 12.1 ; Assignment of Work -This Agreement, or any interest herein, shall not be assigned, transferred or otherwise encumbered, under any circumstances by Auditor. However, the Agreement shall run to the ~Ilage and to any of its successors. EXECUTION 13.1 This document shall be executed in two (2) counterparts, each of which shall be deemed an original. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the respective dates under each signature. C J VILLAGE • T: VILLAG NORTH PA BEACH BY th een Kelly, Village Clerk day of L, 1999 AUDITOR ATTES/~T: BY !,Ltii/l.~~xt . ~iY~GvtJ Beth Anne Cmar, Office Supervisor HAAS, DIAZ 8 CO. BY ~y.x~ts1~~ Q . /~,~-G.t Deborah A. Diaz, Partner IlY~day of , 1999 J VILLAGE • ST: VILLAG NORTH PA BEACH BY A th een Kelly, Village Clerk day of , 1999 AUDITOR ATTES~/,(T~: ~ /~ BY / ~Ll i1 /L ~yt 2 . (iykQ~./ Beth Anne Cmar, Office Supervisor HAAS, DIAZ & CO. BY ~Y~.-~~ Q . /a,~.Fi.,t Deborah A. Diaz, Partner I(Y'~'day of , 1999 •