HomeMy WebLinkAbout2020 2021 A6 Auditing Services Contract Fully Executed 2020/2021-A6 AUDITING SERVICES CONTRACT
CONTRACT BETWEEN
CLAY COUNTY UTILITY AUTHORITY
AND
JAMES MOORE& CO.,P.L.
THIS AGREEMENT for AUDITING SERVICES is made and entered between
Clay County Utility Authority, an independent special district established and created pursuant to
Chapter 94-491, Laws of Florida, by Special Act of 1994,3176 Old Jennings Road,Middleburg,
Florida 32068(hereinafter referred to as the "AUTHORITY"or"CCUA") and James Moore&
Co., P.L., 5931 NW 1st Place, Gainesville, Florida, 32607-2063 (hereinafter referred to as the
"CONTRACTOR").
WITNESSETH:
WHEREAS, the AUTHORITY has competitively solicited Auditing Services pursuant to RFP-
2020/2021-A6;and
WHEREAS, the CONTRACTOR has exhibited by its response to the solicitation that it can
provide the required services;and
WHEREAS,the parties hereto have agreed to the terms and conditions cited herein based on said
solicitation;
NOW,THEREFORE, in consideration of the mutual covenants,terms,and provisions contained
herein,the parties agree as follows:
SECTION 1. TERM.
The term of this Agreement shall become effective on May 18, 2021 and continue through
May 17, 2024.The contract may be renewed, subject to written notice of agreement, for one(1)
additional two(2)year periods.
SECTION 2. SCOPE OF SERVICES.
The Contractor shall provide services and accessories listed in Exhibit 'A,' which is attached
hereto and incorporated herein.
SECTION 3. OBLIGATIONS OF THE CONTRACTOR.
Obligations of the CONTRACTOR shall include, but not be limited to,the following:
Page I of 108
2020/2021-A6 AUDITING SERVICES CONTRACT
A. It is understood that the CONTRACTOR shall provide and pay for all labor, tools,
materials, permits, equipment,transportation, supervision,and any and all other items or
services, of any type whatsoever, which are necessary to fully complete and deliver the
services requested by the AUTHORITY,and shall not have the authority to create,orcause
to be filed, any liens for labor and/or materials on,or against, the AUTHORITY, or any
property owned by the AUTHORITY. Such lien, attachment,or encumbrance, until it is
removed, shall preclude all claims,or demands for any payment expected by v irtue of this
Agreement.
B. The CONTRACTOR will ensure that all its employees, agents, sub-contractors,
representatives,volunteers, and the like,fully comply with all the terms and conditions set
herein,when providing services for the AUTHORITY in accordance herewith.
C. The CONTRACTOR shall be solely responsible for the means, methods, techniques,
sequences, safety programs,and procedures necessary to properly and fully complete the
work set forth in the Scope of Services.
D. The CONTRACTOR shall maintain an adequate and competent staff and remain
authorized to do business within the State of Florida. The CONTRACTOR may
subcontract the services requested by the AUTHORITY,with prior written approval from
AUTHORITY; however, the CONTRACTOR is fully responsible for the satisfactory
completion of all subcontracted work.
SECTION 4. STANDARD OF CARE.
A. The CONTRACTOR has represented to the AUTHORITY that it possesses a level
of knowledge, experience, and expertise that is commensurate with firms in the
areas of practice required for the services to be provided. By executing this
Agreement,the CONTRACTOR agrees thatthe CON TRACTOR will exercise that
degree of care, knowledge, skill, and ability as any other similarly situated
contractor possessing the degree of skill, knowledge, experience, and expertise
within the local area, working on similar activities. The CON TRACTOR shall
perform the services requested in an efficient manner, consistent with the
AUTHORITY's stated scope of services and industry standards.
B. The CONTRACTOR covenants and agrees that it and its employees,agents, sub-
contractors, representatives, volunteers,and the like, shall be bound by the same
standards of conduct as stated above.
SECTION 5. COMPENSATION.
A. The amount to be paid under this Agreement for acceptable performance of
Auditing Services described in Exhibit'A' shall not exceed ninety-three thousand
dollars($93,000.00)for the three years of the primary term and sixty-four thousand
five hundred dollars ($64,500) for the additional two years of the renewal term
based on the rates specified in Exhibit'B.'
Page 2 of 108
2020/2021-A6 AUDITING SERVICES CONTRACT
Or
The amount to be paid under this Agreement shall be in accordance with the unit
prices listed in Exhibit`B' attached herein.
B. Compensation for services completed by the CONTRACTOR shall be paid in
accordance with section 218.70,Florida Statutes,Florida's Prompt Payment Act.
C. Services to be performed in accordance with this Agreement are subject to the
annual appropriation of funds by the AUTHORITY. In its sole discretion, the
AUTHORITY reserves the right to forego use of the CONTRACTOR for any
project which may fall within the Scope of Services listed herein. In the event the
AUTHORITY is not satisfied with the services provided by the CONTRACTOR,
the AUTHORITY will hold any amounts due until such time as the
CONTRACTOR has appropriately addressed the problem.
SECTION 6. TERMINATION.
The AUTHORITY may terminate this Agreement,with or without cause, given thirty (30) days
written notice to CONTRACTOR prior to the effective date of such cancellation.
SECTION 7. TERMINATION FOR CAUSE.
The AUTHORITY may terminate this Agreement,without further obligation, upon written notice
to the CONTRACTOR if the CONTRACTOR breaches any material term of the Agreement and
such breach remains uncured thirty (30)days after receipt of said notice.
SECTION 8. PAYMENT WHEN SERVICES ARE TERMINATED.
A. In the event of termination of this Agreement by the AUTHORITY,and not due to
the fault of the CONTRACTOR, the AUTHORITY shall compensate the
CONTRACTOR for all authorized services performed prior to the effective date of
termination.
C. In the event of termination of this Agreement due to the fault of the
CONTRACTOR, or at the written request of the CONTRACTOR, the
AUTHORITY shall compensate the CONTRACTOR for all authorized services
completed,prior to the effective date o f termination,which have resulted in a usable
product or otherwise tangible benefitto the AUTHORITY.All such payments shall
be subject to an off set for any damages incurred by the AUTHORITY resulting
from any delay occasioned by early termination.This provision shall in no way be
construed as the sole remedy available to the AUTHORITY in the event of breach
by the CONTRACTOR.
Page 3 of 108
2020/2021-A6 AUDITING SERVICES CONTRACT
SECTION 9. INSURANCE.
Worker's Compensation: The Successful Offeror will provide Worker's Compensation
coverage for all employees at the site location and in case any work is subcontracted,will
require the sub successful Offeror to provide Worker's Compensation for all h is employees.
The limits will be statutory for Worker's Compensation and$1,000,000.00 for Employer's
Liability.
Comprehensive General Liability: The Successful Offeror will provide for all operations
including,but not limited to Contractual and Products Completed Operations. The limits
will not be less than$1,000,000.00.
Umbrella Liability: The Successful Offeror will provide an umbrella in excess to the
coverage in paragraphs B and C of not less than $1,000,000.00.
The Authority shall retain the right to review, at any time, coverage from, and amount of
insurance. The procuring of required policies of insurance shall not be construed to limit
the Contractor liability or to fulfill the indemnification provisions and requirements of this
Contract. The Contractor shall be solely responsible for payment of all premiums for
insurance contributing to the satisfaction of this Contract and shall be solely responsible for
the payment of all deductibles and retentions to which such policies are subject,whether or
not the Authority is an insured under this policy.
Contract award will be subject to compliance with the insurance requirements. Certificates
of insurance evidencing coverage and compliance with the conditions to this Contract, and
showing the Authority's proposal number,if any, and description of work,and copies of all
endorsements are to be furnished to the Authority's Procurement Department prior to
commencement of work, and a minimum of ten (10)calendar days after the expiration of
the insurance contract when applicable. All insurance certificates shall be received by the
Authority's Procurement Department before the Contractor shall commence or continue to
work.
All policies required by this Contract, except for Professional Liability and Workers'
Compensation,or unless specific approval is given by the Authority,are to be written on an
occurrence basis,shall name the Authority as additional insured as their interest may appear
under this Contract.
The CONTRACTOR shall name"Clay County Utility Authority"as a certificate holder and
as additional insured, to the extent of the services to be provided hereunder, on all
required insurance policies,and provide the AUTHORITY with proof of same.
B. The CONTRACTOR, and any authorized sub-contractor(s), shall provide the
AUTHORITY's Procurement Department with a Certificate of Insurance evidencing
such coverage for the duration of this Agreement. Said Certificate of Insurance shall be
dated and show:
1. The name of the insured CONTRACTOR;
2. The specified job by name and job number;
Page 4 of 108
2020/2021-A6 AUDITING SERVICES CONTRACT
3. The name of the insurer;
4. The number of the policy;
5. The effective date;
6. The termination date;and
7. A statementthatthe insurer will mail notice to the AUTHORITY at least thirty(30)
days prior to any material changes in the provisions or cancellation of the policy.
C. Receipt of certificates or other documentation of insurance or policies or copies of
policies by the AUTHORITY, or by any of its representatives, which indicates less
coverage than is required, does not constitute a waiver of the CONTRACTOR's
obligation to fulfill the insurance requirements specified herein.
D. The CONTRACTOR shall ensure that any sub-contractor(s),hired to perform any ofthe
duties contained in the Scope of Services of th is Agreement,maintain the same insurance
requirements set forth herein. In addition,the CONTRACTOR shall maintain proof of
same on file and made readily available upon request by the AUTHORITY.
SECTION 10. AUTHORITY OBLIGATIONS.
At the CONTRACTOR's request, the AUTHORITY agrees to provide, at no cost, all
pertinent information known to be available to the AUTHORITY to assist the CONTRACTOR in
providing and performing the required services.
SECTION 11. DOCUMENTS CONSTITUTING ENTIRE AGREEMENT.
The following documents are hereby incorporated and made part ofthis Agreement:
1. Exhibit A— Solicitation document RFP-2020/2021-A6 Auditing Services
2. Exhibit B —Original proposal submitted by Contractor
3. Exhibit C - Engagement Letter
In the event of a conflict between the covenants,terms,and/orprovisions of this Agreement
and Exhibit"A,"the provisions of the Agreement shall take precedence.
SECTION 12. APPLICABLE LAW, VENUE,JURY TRIAL.
The laws of the State of Florida shall govern all aspects of this Agreement. In the event it
is necessary for either party to initiate legal action regarding this Agreement, venue shall lie in
Clay County,Florida.The parties hereby waive their right to trial by jury in any action,proceeding
or claim, arising out of this Agreement, which may be brought by either of the parties hereto.
In all respects,this Agreement is governed by and construed in accordance with the laws of the
State of Florida without giving effect to any choice of law rules thereof that may direct the
application of the laws of another jurisdiction.
SECTION 13. PUBLIC RECORDS COMPLIANCE.
Page 5 of 108
2020/2021-A6 AUDITING SERVICES CONTRACT
A. If the Contractor has questions regarding the application of Chapter 119,Florida
Statutes, to the Contractor's duty to provide public records relating to this
Agreement,contact the custodian of public records at the following:
Public Records
3176 Old Jennings Road
Middleburg, Florida 32068
(904)272-5999
Re c o r ds re q ue s t(a'c lay u tility.org
B. The CONTRACTOR understands that by virtue of this Agreement all its
documents, records, and materials of any kind, relating to the relationship created
hereby, shall be open to the public for inspection in accordance with Florida law.
If CONTRACTOR shall act on behalf of the AUTHORITY, as provided under
section 119.011(2), Florida Statutes,as amended,the CONTRACTOR, shall:
1) Keep and maintain public records that ordinarily and necessarily would be
required by the AUTHORITY to perform the service;and
2) Provide the public with access to public records on the same terms and
conditions that the AUTHORITY would provide the records and at a cost
that does not exceed the cost provided by Florida law;and
3) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as
authorized by law;and
4) Meet all requirements for retaining public records and transfer, at no cost,
to the AUTHORITY all public records in possession of the
CONTRACTOR upon termination of the contract and destroy any dup licate
public records that are exempt or confidential and exempt from public
records disclosure requirement. All records stored electronically must be
provided to the AUTHORITY in a format that is compatible with the
information technology systems of the AUTHORITY;and
5) If the CONTRACTOR does not comply with a public records request,the
AUTHORITY shall enforce the contract provisions in accordance with the
Agreement.
SECTION 14. INDEPENDENT CONTRACTOR.
This Agreement does not create an employee/employer relationship between the parties. It
is the parties' intention that the CONTRACTOR, its employees, sub-contractors,representatives,
volunteers, and the like, will be an independent contractor and not an employee of the
AUTHORITY for all purposes, including, but not limited to, the application of the following, as
amended: the Fair Labor Standards Act minimum wage and overtime payments, the Federal
Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the
provisions of the Internal Revenue Code,the State of Florida revenue and taxation laws,the State
of Florida workers' compensation laws,the State of Florida unemployment insurance laws,and
the Florida Retirement System benefits. The CONTRACTOR will retain sole and absolute
Page 6 of'108
2020/2021-A6 AUDITING SERVICES CONTRACT
discretion in the judgment of the manner and means of carrying out the CONTRACTOR's
activities and responsibilities hereunder.
SECTION 15. APPLICABLE LICENSING.
The CONTRACTOR, at its sole expense, shall obtain all required federal, state,and local
licenses, occupational and otherwise, required to successfully providing the services set forth
herein.
SECTION 16. COMPLIANCE WITH ALL LAWS.
The CONTRACTOR, at its sole expense, shall comply with all laws,ordinances,judicial
decisions, orders,and regulations of federal, state,AUTHORITY, and municipal governments,as
well as their respective departments, commissions, boards,and officers,which are in effect at the
time of execution of this Agreement or are adopted at any time following the execution of this
Agreement.
SECTION 17. INDEMNIFICATION.
The CONTRACTOR agrees to be liable for any and all damages, losses, and expenses
incurred, by the AUTHORITY, caused by the acts and/or omissions of the CONTRACTOR, or
any of its employees, agents, sub-contractors, representatives, volunteers, or the like. The
CONTRACTOR agrees to indemnify, defend and hold the AUTHORITY harmless for any and all
claims, suits,judgments or damages, losses and expenses, including but not limited to, court costs,
expert witnesses, consultation services and attorney's fees,arising from any and all acts and/or
omissions of the CONTRACTOR, or any of its employees, agents, sub-contractors,
representatives,volunteers,or the like. Said indemnification, defense,and hold harmless actions
shall not be limited by any insurance amounts required hereunder.
SECTION 18. SOVEREIGN IMMUNITY.
The AUTHORITY expressly retains all rights, benefits and immunities of sovereign
immunity in accordance with Section 768.28,Florida Statutes. Notwithstanding anything set forth
in any section, article or paragraph of this Agreement to the contrary,nothing in this Agreement
shall be deemed as a waiver of sovereign immunity or limits of liability which may have been
adopted by the Florida Legislature or may be adopted by the Florida Legislature, and the cap on
the amount and liability of AUTHORITY for damages,attorney fees and costs, regardless of the
number or nature of claims in tort, equity or contract, shall not exceed the dollar amount set by the
Florida Legislature for tort. Nothing in this Agreement shall inure to the benefit of any third party
for the purpose of allowing any claim against the AUTHORITY which would otherwise be barrel
under the Doctrine of Sovereign Immunity or operation of law.
SECTION 19. BANKRUPTCY OR INSOLVENCY.
If the CONTRACTOR shall file a Petition in Bankruptcy, or if the same shall be adjudged
bankrupt or insolvent by any Court,or if a receiver of the property of the CONTRACTOR shall
be appointed in any proceeding brought by or against the CONTRACTOR, or if the
Page 7 of 108
2020/2021-A6 AUDITING SERVICES CONTRACT
CONTRACTOR shall make an assignment for the benefit of creditors,or proceedings shall be
commenced on or against the CONTRACTOR's operations of the premises,the AUTHORITY
may terminate this Agreement immediately notwithstanding the notice requirements of Section 6
hereof.
SECTION 20. BINDING EFFECT.
This Agreement shall be binding upon and inure to the benefit of the parties hereto,their
heirs,personal representatives,successors, and/or assigns.
SECTION 21. ASSIGNMENT.
This Agreement shall only be assignable by the CONTRACTOR upon the express written
consent of the AUTHORITY.
SECTION 22. SEVERABILITY.
All clauses found herein shall act independently of each other. If a clause is found to be
illegal or unenforceable, it shall have no effect on any other provision of this Agreement. It is
understood by the parties hereto that if any part, term, or provision of this Agreement is by the
courts held to be illegal or in conflict with any law of the State of Florida or the United States,the
validity of the remaining portions or provisions shall not be affected,and the rights and obligations
of the parties shall be construed and enforced as if the Agreement did not contain the particular
part,term,or provision held to be invalid.
SECTION 23. WAIVER.
Failure of the parties to insist upon strict performance of any of the covenants, terms,
provisions, or conditions of this Agreement,or to exercise any right or option herein contained,
shall not be construed as a waiver or a relinquishment for the future of any such covenant,term,
provision,condition,or right of election, but same shall remain in full force and effect.
SECTION 24. NOTICE.
The parties hereto agree and understand that written notice,mailed or delivered to the last
known mailing address, shall constitute sufficient notice to the AUTHORITY and the
CONTRACTOR. All notices required and/or made pursuant to this Agreement to be given to the
AUTHORITY and the CONTRACTOR shall be in writing and given by way of the United States
Postal Service, first class mail, postage prepaid,addressed to the following addresses of record:
AUTHORITY: Clay County Utility Authority
Attention : Procurement Department
3176 Old Jennings Road
Middleburg, Florida 32068
Page 8 of 108
2020/2021-A6 AUDITING SERVICES CONTRACT
CONTRACTOR: James Moore&Co.,P.L.
5931 NW 1st Place
Gainesville, Florida 32604
SECTION 25. MODIFICATION
The covenants, terms, and provisions of this Agreement may be modified by way of a
written instrument,mutually accepted by the parties hereto. In the event of a conflict between the
covenants,terms, and/or provisions of this Agreement and any written Amendment(s)hereto,the
provisions of the latest executed instrument shall take precedence.
SECTION 26. HEADINGS.
All headings of the sections,exhibits,and attachments contained in this Agreement are for
the purpose of convenience only and shall not be deemed to expand, limit or change the provisions
contained in such sections, exhibits,and attachments.
SECTION 27. ADMINISTRATIVE PROVISIONS.
In the event the AUTHORITY issues a purchase order,memorandum, letter, or any other
instrument addressing the services,work, and materials to be provided and performed pursuant to
this Agreement, it is hereby specifically agreed and understood that any such purchase order,
memorandum,letter,or other instrument is for the AUTHORITY's internal purposes only,and any
and all terms, provisions, and conditions contained therein,whether printed or written, shall in no
way modify the covenants,terms, and provisions of this Agreement and shall have no force or
effect thereon.
SECTION 28. CONFLICT OF INTEREST.
The CONTRACTOR warrants that the CONTRACTOR has not employed or retained any
company or person, other than a bona fide employee working solely for the CONTRACTOR,to
solicit or secure this Agreement,and that the CONTRACTOR has not paid or agreed to pay any
person, company,corporation,individual, or firm any fee, commission,percentage,gift, or any
other consideration,contingent upon or resulting from the award or making of this Agreement
For the breach or violation of this Paragraph,the AUTHORITY shall have the right to terminate
this Agreement immediately,without liability and without regard to the notice requirements of
Section 6 hereof.
SECTION 29. PUBLIC ENTITY CRIMES.
As required by section 287.133, Florida Statutes,the CONTRACTOR warrants that it is
not on the convicted contractor list for a public entity crime committed within the past thirty-six
(36)months. The CONTRACTOR further warrants that it will neither utilize the services of, nor
contract with, any supplier, sub-contractor, or consultant in connection with this Agreement for a
period of thirty-six(36)months from the date of being placed on the convicted contractor list.
Page 9 of 108
2020/2021-A6 AUDITING SERVICES CONTRACT
SECTION 30. EMPLOYMENT ELIGIBILITY VERIFICATION(E-VERIFY)
In accordance with State of Florida, Office of the Governor, Executive Order 1 1-116
(superseding Executive Order 11-02; Verification of Employment Status), in the event
performance of this Agreement is or will be funded using state or federal funds, the
CONTRACTOR must comply with the Employment Eligibility Verification Program ("E-Verify
Program")developed by the federal government to verify the eligibility of individuals to work in
the United States and 48 CFR 52.222-54 (as amended) is incorporated herein by reference. If
applicable, in accordance with Subpart 22.18 of the Federal Acquisition Register, the
CONTRACTOR must (1) enroll in the E-Verify Program, (2) use E-Verify to verify the
employment eligibility of all new hires working in the United States,except if the CONTRACTOR
is a state or local government,the CONTRACTOR may choose to verify only new hires assigned
to the Agreement;(3)use E-Verify to verify the employment eligibility of all employees assigned
to the Agreement;and(4) include these requirement in certain subcontract, such as construction.
Information on registration for and use of the E-Verify Program can be obtained via the internet at
the Department of Homeland Security Web site: http://www.dhs.gov/E-Vcrify.
SECTION 31. JOINT AUTHORSHIP
This Agreement shall be construed as resulting from joint negotiation and authorship. No
part of this Agreement shall be construed as the product of any one of the parties hereto.
SECTION 32. EQUAL OPPORTUNITY EMPLOYER
The CONTRACTOR is an Equal Opportunity Employer and will comply with all equal
opportunity employment laws. The CONTRACTOR will further ensure that all sub-contractors it
utilizes in providing the services required hereunder will comply with all equal opportunity
employment laws.
SECTION 33. AUDITING,RECORDS,AND INSPECTION
In the performance of this Agreement,the CONTRACTOR shall keep books,records, and
accounts of all activities, related to the Agreement, in compliance with generally accepted
accounting procedures. Throughout the term of this Agreement, books, records, and accounts
related to the performance of this Agreement shall be open to inspection during regular business
hours by an authorized representative of the AUTHORITY and shall be retained by the
CONTRACTOR for a period of three years after termination or completion of the Agreement,or
until the full Authority audit is complete,whichever comes first. The AUTHORITY shall retain
the right to audit the books duringthe three-year retention period. All books,records,and accounts
related to the performance of this Agreement shall be subject to the applicable provisions of the
Florida Public Records Act, chapter 119, Florida Statutes. The AUTHORITY also has the right
to conduct an audit within sixty(60)days from the effective date of this Agreement to determine
whether the CONTRACTOR has the ability to fulfill its contractual obligations to the satisfaction
of the AUTHORITY. The AUTHORITY has the right to terminate this Agreement based upon its
findings in this audit without regard to the termination provision set forth herein.
SECTION 34. PROJECT MANAGERS
Page 10 of 108
2020/2021-A6 AUDITING SERVICES CONTRACT
The AUTHORITY and the CONTRACTOR have identified individuals as Project
Managers, listed below, who shall have the responsibility for managing the work performed under
this Agreement. The person or individual identified by the CONTRACTOR to serve as its Project
Manager for this Agreement, or any replacement thereof, is subject to prior written approval and
acceptance by the AUTHORITY. If the AUTHORITY or CONTRACTOR replace their current
Project Manager with another individual, an amendment to this agreement shall not be required.
The AUTHORITY will notify the CONTRACTOR, in writing, if the current AUTHORITY
Project Manager is replaced by another individual.
A. The AUTHORITY Project Manager's contact information is as follows:
Jeff Wesselman,CPA, Chief Financial Officer
Finance
Clay County Utility Authority
3176 Old Jennings Road
Middleburg, Florida 32068
Phone:904-213-2404
Email:jesselman@clayutility.org
B. The CONTRACTOR Project Manager's contact information is as follows:
Zach Chalifour,CPA, Engagement Lead Partner
James Moore&Co., P.L.
121 Executive Circle
Daytona Beach,Florida 32114
Phone:386-257-4100
Email: Zach.Chalifour@jmco.com
SECTION 35. COUNTERPARTS, ELECTRONIC TRANSACTION, AND
ELECTRONIC SIGNATURES.
This Agreement may be electronically executed by the Parties in counterparts up to but not
exceeding the number of parties,each of which shall be deemed an original and all of which,taken
together, shall constitute one agreement. Each Party may deliver its executed signature page by
email transmission to the other Parties at the email addresses set forth herein. Delivery shall be
effective and complete upon completion of such email transmission. The Parties agree that
electronic signatures may be use in the execution of this Agreement in accordance with Parts I and
II of Chapter 668,Florida Statutes.
SECTION 36. SIGNATORY.
Each signatory below represents and warrants that he or she has the full power and is duly
authorized, by their respective Party, to enter into and perform under this Agreement. Such
signatory further represents that he or she has fully reviewed and understands the terms and
conditions setforth in this Agreement,includingexhibits,and fully intends to abide by and comply
with all of the terms and conditions set forth herein.
Page I I of 108
2021) 202I--6 Al DIIIvI(,SERVICES CON II;\( 1
IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives,
have executed this Agreement effective the 2Cdayof MQki , 2021.
JAMES MOORE& CO., P.L. CLAY COUNTY UTILITY
// ' �' .. / At' I IORIT�4e
By -t• '72 By ,�>• ,
✓ ril+l a40u, J,, n:sir n
Print Name: Zach Chalifour '
Title: Partner I I i_: Executive Director
Atte411) Attest: �,
IA-....________
Print Name: j- I Print Name•Angelia Wilson
Title: Ajini 1 PtSSIStAn+- Title: Procurement Manager
Address: . ► Ey.ectifive, G t e_ Address: 3176 Old Jennings Road
I tcJ z nq (tiiCih, FL 3 .114--1 \1iddlehurg. Florida 32068
STATE OF E 10 06-
AUTHORITY OF v0`1,LS %G'
The foregoing instrti vent was executed be ore me this � day of 1"` ,20 21 by
ZeAr.L, 0,h [tIf e- as Far-hit/ of James Shoore & Co., P.L.,
who personally swore or affirmed that he/she is authorized to execute this Agreement and thereby
bind the Corporation, and who is personally known to me OR has produced
as identification.
Signature
+t +______tAoi.At24-4:AAr2_
Print Name
cJLnn i,1(( Webs1-{(
NOTARY PUBLIC, State of F 106 do..
My Commission Expires: IO J 1g I o .)
11;; 1.4g;..,,. JENNIFER WEBSTER (Stamp)
MY COMMISSION N 00 269389
`/ EXPIRES:October 18,2022
"till;,A". Iondsd Thru Notary Public Warman
Page 12 of 108
2020/202I-A6 AUDITING SERVICES CONTRACT
SWORN STATEMENT PURSUANT TO SECTION 287.133 (3) (A),
FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES
THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY
PUBLIC OR OTHER OFFICIAL,AUTHORIZED TO ADMINISTER OATHS.
1. This sworn statement is submitted to Clay County Utility Authority
(print name of public entity)
by Zach Chalitour,CPA and partner
(print individual's name and title)
whose business address is 121 Executive Circle,Daytona Beach,FL 32114
and(if applicable)its Federal Employer Identification Number(FEIN)is 59-3204548
(If the entity has no FEIN,include Social'Security Number of the individual signing this sworn
statement:
2. 1 understand that a"public entity crime"as defined in Paragraph 287.133(1)(G),Florida Statutes
means a violation of any state or federal law by a person with respect to and directly related to the
transaction of business with any public entity or with an agency or political subdivision of any other
state or of the United States, including,but not limited to,any bid or contract for goods or services
to be provided to any public entity or an agency or political subdivision of any other state or of the
United States and involving antitrust,fraud,theft,bribery,collusion,racketeering,conspiracy,or
material misrepresentation.
3. I understand that "convicted" or "conviction" as defined in Section 287.133 (1) (b), Florida
Statutes, means a finding of guilt or a conviction of a public entity crime, with or without
adjudication of guilt,in any federal or state trial court of record,relating to charges brought by
indictment or information after July 1, 1989,as a result of a jury verdict,non-jury trial,or entry of
a plea of guilty or nolo contendere.
4. I understand that an"affiliate"as defined in Paragraph 287.133 (1)(A),Florida Statutes,means:
a. A predecessor or successor of a person convicted of a public entity crime;or
b. An entity under the control of any natural person who is active in the management of the entity and
who has been convicted of a public entity crime. The term "affiliate" includes those officers,
directors,executives,partners,shareholders,employees,members,and agents who are active in the
management of an affiliate. The ownership by one person of shares constituting a controlling
interest in another person,or a pooling of equipment or income among persons when not for fair
market value under an arm's length agreement,shall be prima facie case that one person controls
another person. A person who knowingly enters into a joint venture with a person who has been
convicted of a public entity crime in Florida during the preceding 36 months shall be considered an
affiliate.
5. I understand that a"person"as defined in Paragraph 287.133(I)(E), Florida Statutes, means any
natural person or entity organized under the laws of any state or of the United States with the legal
power to enter into a binding contract and which aids or applies to bid on contracts for the provision
of goods or services led by a public entity, or which otherwise transacts or applies to transact
business with a public entity. The term "person" includes those officers, directors, executives,
partners,shareholders,employees,members,and agents who are active in management of an entity.
6. Based on information and belief, the statement which I have marked below is true in relation to the
entity submitting this sworn statement. [Indicate which statement applies.]
00420-1
[Insert Pro,ct No] PUBLIC ENTITY CRIMES FORM
[Insert Proect Name] (Insert Prepared Date
Page 99 of 108
2020/202I-A6 AUDITING SERVICES CONTRACT
1.1 Neither the entity submitting this sworn statement nor any of its officers, directors, executives,
partners, shareholders,employees,members,or agents who are active in the management of the
entity,nor any affiliate of the entity has been charged with and convicted of a public entity
crime subsequent to July 1, 1989.
❑ The entity submitting this sworn statement,or one or more of its officers,directors,executives,
partners,shareholders, employees,members or agents who are active in the management of the
entity,or an affiliate of the entity has been charged with and convicted of a public entity crime
subsequent to July 1, 1989.
❑ The entity submitting this sworn statement, or one or more of its officers,directors,executives,
partners,shareholders,employees, members,or agents who are active in the management of the
entity,or an affiliate of the entity has been charged with and convicted of a public entity crime
subsequent to July 1, 1989.However, there has been a subsequent proceeding before a Hearing
Officer of the State of Florida Division of Administrative Hearings and the Final Order entered
by the Hearing Officer determined that it was not in the public interest to place the entity
submitting this sworn statement on the convicted vendor list.(Attach a copy of final order)
I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER
FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1(ONE)ABOVE IS FOR THAT PUBLIC
ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE
CALENDAR YEAR IN WHICH IT IS FILED.I ALSO UNDERSTAND THAT I AM REQUIRED TO
INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE
THRESHOLD AMOUNT PROVIDED IN SECTION 287.017,FLORIDA STATUTES FOR CATEGORY
TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM.
' Zii 1 i-Lo`vi
(Signature) (Date)
STATE OF Flog:, d0._
_____
COUNTY OF VO tO S t o..
Sworn to c r affirmed)and subscribed before me by means of VphysicaI presence or 0 online notarization,
on this I day of lotP(1\ , 2021 , by Zaeh Dial i-R:or (name of
individual signing),who is personally known to me or who produced as
identification. ,�1� �� p —
My commission expires: 1 "A4_1 Wel �U`
toltgI za, NOTARY PUBLIC T
Print Name: , I-eFlhl kcr V\tbsk t(
,:_._1-, 6 -.tee. _ ."
ietk,, JENNIFER WEBSTER
..I MY COMMI
SSION I OG 2E93$9
:p`-' EXPIRES:October 16,2022
11,o ,4" Bond.,fnn,►wwr Pubic Undavnwr
00420-2
[Insert ProlectNo J PUBLIC ENTITY CRIMES FORM
[Insert Project Name] [Insert Prepared Dale
Page 100 of 108
2020/2021-A6 AUDITING SERVICES CONTRACT
CONFLICT OF INTEREST CERTIFICATE
Soliciatation No. 2020/2021-A6
Vendor must execute eitherSection 1 or Section II hereunder,as required by Florida Statutes 112.Failure to execute
either section may result in the rejection of this bid/proposal.
SECTION I
I hereby certify that no official or employee of the Clay CountyUtility Authority(Authority),a special district in the State of
Florida,requiring the good or servicesdescribed in these specifications has a material financial interest in this company.
James Moore & Co., P.L.
Signature - Company Name
Zach Chalifour 121 Executive Circle
Name of Official(Type or Print) Business Address
Daytona Beach, FL 32114
City,State,Zip Code
SECTION II
I hereby certify that the following named public official(s)and/or employee(s) of the Authority having material financial
interest(s)(in excess of 5 percent)in this company have filed a Conflict of Interest Statement with the Clay County Utility
Authority,3176 Old Jennings Road,Middleburg,Florida 32068,prior to the time of bid opening.
Name Title of Position Date of Filing
Signature Company Name
Name of Official(Type or Print) Business Address
City,State,Zip Code
Public Official Disclosure
The Authority requires that a public official who has financial interest in a bid or contract make a disclosure at the time that the
bid or contract is submitted or at the time that the public official acquires a financial interest in the bid or contract.Please provide
disclosure,if applicable,with bid.
Public Official
Position Held
Position or Relationship with Bidder
Page 101 of 108
2020/2021-A6 AUDITING SERVICES CONTRACT
DRUG FREE WORKPLACE COMPLIANCE FORM
IDENTICAL TIE BIDS
Preference shall be given to businesses with drug-free workplace programs. Whenever two or more bids
which are equal with respect to price,quality, and service are received by the state or by any political
subdivision for the procurement of commodities or contractual services,a bid received from a business
that certifies that it has implemented a drug-free workplace program shall be given preference in the
award process. Established procedures for processing tie bids will be followed if none of the tied
Offerors have a drug-free workplace program. To have a drug-free workplace program,a business shall:
1) Publish a statement notifying employees that the unlawful manufacture,distribution,dispensing,
possession, or use of a controlled substance is prohibited in the workplace and specifying the
actions that will be taken against employees for violations of such prohibition.
2) Inform employees about the dangers of drug abuse in the workplace, the business's policy of
maintaining a drug-free workplace,any available drug counseling,rehabilitation,and employee
assistance programs, and the penalties that may be imposed upon employees for drug abuse
violations.
3) Give each employee engaged in providing the commodities or contractual services that are under
bid a copy of the statement specified in subsection (1).
4) In the statement specified in subsection (1), notify the employees that, as a condition of working
on the commodities or contractual services that are under bid, the employee will abide by the
terms of the statement and will notify the employer of any conviction of,or plea of guilty or nolo
contendere to,any violation of chapter 893 or of any controlled substance law of the United
States or any state, for a violation occurring in the workplace no later than 5 days after such
conviction.
5) Impose a sanction on or require the satisfactory participation in a drug abuse assistance or
rehabilitation program if such is available in the employee's community by, any employee who is
so convicted.
6) Make a good faith effort to continue to maintain a drug-free workplace through implementation
of this section.
As the person authorized to sign the statement, I certify that this firm complies fully with the above
requirements.
Offeror's Signature ,-'
Page 102 of 108
2020/2021-A6 AUDITING SERVICES CONTRACT
ADDENDUM ACKNOWLEDGEMENT FORM
It is the Respondent's responsibility to ensure their receipt of all addenda,and to clearly
acknowledge all addenda within their initial bid or proposal response. Failure to acknowledge
each addendum may prevent the bid or proposal from being considered for award.
Respondent shall acknowledge below the receipt of all addenda,if any.
ADDENDUM NO. 1
DATED March 11,2021
ADDENDUM NO. 2
DATED March 18,2021
ADDENDUM NO.
DATED
ADDENDUM NO.
DATED
ADDENDUM NO.
DATED
ADDENDUM NO.
DATED
Respondent Name:
Zach Chalifour(do James Moore&Co.,P.L.
Respond I"try ure: 1
Respondent Address:
121 Executive Circle,Daytona Beach,FL 32114
Respondent Email Address:
zach.chalifour@jmco.com
Respondent Phone Number:
386-257-4100
Date: 9 f)l �7
Page 103 of 108
2020/2021-A6 AUDITING SERVICES CONTRACT
NON-COLLUSION AFFIDAVIT
The undersigned being first duly sworn as provided by law, deposes,and says:
1. This Affidavit is made with the knowledge and intent that it is to be filed with the Clay County
Utility Authority,Clay County,Florida and that it will be relied upon by said County,in any
consideration which may give to and any action which it may take with respect to this Bid.
2. The undersigned is authorized to make this Affidavit on behalf of,
James Moore & Co., P.L.
(Name of Corporation,Partnership,Individual,etc.)
A partnership ,formed under the laws of Florida
of which he is Partner
(Sole Owner,partner,president,etc.)
3. Neither the undersigned nor any other person,firm or corporation named in above Paragraph 2,
nor anyone else to the knowledge of the undersigned, have themselves solicited or employed
anyone else to solicit favorable action for this Bid by the Authority,also that no head of any
department or employee therein,or any officer of the Authority,is directly interested therein.
4. This Bid is genuine and not collusive or a sham; the person,firm or corporation named above in
Paragraph 2 has not colluded,conspired,connived or agreed directly or indirectly with any bidder
or person,firm or corporation,to put in a sham Bid,or that such other person,firm or
corporation,shall refrain from bidding,and has not in any manner,directly or indirectly,sought
by agreement or collusion,or communication or conference with any person, firm or corporation,
to fix the prices of said proposal or proposals of any other bidder;and all statements contained in
the proposal or proposals described above are true;and further, neither the undersigned,nor the
person, firm or corporation named above in Paragraph 3,has directly or indirectly submitted said
proposal or the contents thereof,or divulged information or data relative thereto,to any
association or to any member or agent thereof.
-z,
(AFFIANT)
Sf-
TAKEN,SWORN,AND SUBSCRIBED TO BEFORE ME this I day of Apri I ,202).
( bOe - -
Notary Public — n
iI°Y1n1•fier G10S
(Print,Type or Stamp Commissioned Name of Notary Public)
• ;,;% ,, JENNIFER WEBSTER
MY COMUSSIoW I GO 0938a
I' EXPIRES October 18,2022
:c-!!
' Bonded Thru Notary Pubic UrdenKNen
Page 104 of 108
2020/2021-A6 AUDITING SERVICES CONTRACT
PUBLIC RECORDS COMPLIANCE ACKNOWLEDGEMENT
Bid No.
2020/2021-A6
Vendor must execute this form. Failure to submit this form shall result in rejection of this bid.
I hereby agree that our firm or organization,employees, subcontractors and for those I am legally liable shall
comply with Chapter 119.071(3), Florida Statutes, and will not divulge, furnish or make available to any third
person, firm or organizations hereunder, or in the course of judicial or legislative proceeding where such
information has been properly subpoenaed,any non-public information concerning the services to be rendered
by the firm or organization,any sub-vendor(s), or subcontractor(s), pursuant to this Agreement.
Subject to the foregoing provisions and law applicable to confidential information,
James Moore&Co.,P.L. shall keep and maintain public records required by the
Authority, which is a public agency, in order for the firm or organization to perform services and the work
required by the Scope, and upon request from the Authority's custodian of public records,firm or organization
shall provide the Authority 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 Chapter 119.07,Florida Statutes,
or as otherwise provided by law.The firm or organization shall require all its employees, sub vendors(s) and
subcontractor(s)tocomply with provisions of this paragraph.
James Moore & Co., P.L.
Signature Company Name
Zach Chalifour 121 Executive Circle
Name of Certifying Official Business Address
(Type or Print)
Daytona Beach, FL 32114
City, State, Zip Code
Page 105 of 108
2020/2021-A6 AUDITING SERVICES CONTRACT
SUPPLIER REFERENCE FORM
Supplier shall complete a Supplier Reference Form for each provided reference in accordance with
the RFP. Please provide three(3) references for projects with similar scope.
1. General Background
Name of Client
Florida Governmental Utility Authority
Number of Employees
0 (contracted)
Address
280 Wekiva Springs Rd.,Ste.2070,Longwood,FL 32779
Project Budget
$85,000
Project Manager:
David DiLena, Chief Financial Officer
Phone Number 407-627-6900
Email Address
ddilena@govmserv.com
2. Project Scope
Provide a brief description of the Project and its relation to this RFP.
Financial statement audit, single audit, CAFR preparation, utilities audit, other
consulting services
Print Name Signature G%�✓
Zach Chalifour L/
Title Phone Number
CPA and Partner 386-257-4100
Email Address zach.chalifour@Jmco.com Date 4/1/2021
Page 106 of 108
2020/202I-A6 AUDITING SERVICES CONTRACT
SUPPLIER REFERENCE FORM
Supplier shall complete a Supplier Reference Form for each provided reference in accordance with
the RFP. Please provide three(3) references for projects with similar scope.
1. General Background
Name of Client
City of Green Cove Springs
Number of Employees 150
Address
321 Walnut St., Green Cove Springs, FL 32043
Project Budget
$30,000,000
Project Manager: Marlena Guthrie, Finance Director
Phone Number 904-297-7500
Email Address
mguthrie@greencovesprings.com
2. Project Scope
Provide a brief description of the Project and its relation to this RFP.
Financial audit, single audit, water & sewer utilities, electric utilities
Print Name Signature ( /
Zach Chalifour
��~���'�
Title Phone Number
CPA and Partner 386-257-4100
Email Address zach.chalifour@jmco.com Date 4/1/2021
Page 107 of 108
2020/202I-A6 AUDITING SERVICES CONTRACT
SUPPLIER REFERENCE FORM
Supplier shall complete a Supplier Reference Form for each provided reference in accordance with
the RFP. Please provide three (3) references for projects with similar scope.
1. General Background
Name of Client
Clay County Development Authority
Number of Employees
0 (contracted)
Address
1845 Town Center Blvd.,Unit 410,Fleming Island,FL 32003
Project Budget
$10,000
Project Manager: Josh Cockrell, Executive Director
Phone Number 904-720-4260
Email Address
joshcockrell@claydevelopmentauthority.com
2. Project Scope
Provide a brief description of the Project and its relation to this RFP.
Financial statement audit, single audit
(referenced provided due to locality)
Print Name Signature
Zach Chalifour
Title Phone Number
CPA and Partner 386-257-4100
Email Address zach.chalifour@jmco.com Date
Page 108 of 108
EXHIBIT C
dames Moore
c 4c.-nnnrnntc And t nncultantc
May 17, 2021
To the Board of Supervisors,
Clay County Utility Authority:
In accordance with contract 2020/2021-A6 Auditing Services Contract to provide professional auditing
services to the Clay County Utility Authority (the Authority), we are required by professional standards to
communicate the following to you with regard to the services we will provide.
You have requested that we audit the financial statements of the Clay County Utility Authority (the
Authority), as of September 30, 2021, 2022 and 2023, and for the years then ended, and the related notes
to the financial statements, which collectively comprise the Authority's basic financial statements as listed
in the table of contents.
In addition, if applicable, we will audit the Authority's compliance over major federal award programs and
major state projects for the years ended September 30,2021,2022 and 2023. We are pleased to confirm our
acceptance and our understanding of this audit engagement by means of this letter. Our audits will be
conducted with the objectives of our expressing an opinion on each opinion unit and an opinion on
compliance regarding the Authority's major federal award programs and major state projects.
Accounting principles generally accepted in the United States of America, (U.S. GAAP) as promulgated
by the Governmental Accounting Standards Board (GASB) require that supplementary information, such
as management's discussion and analysis(MD&A) or budgetary comparison information, be presented to
supplement the basic financial statements. Such information, although not a part of the basic financial
statements, is required by the GASH, who considers it to be an essential part of financial reporting for
placing the basic financial statements in an appropriate operational,economic,or historical context.As part
of our engagement, we will apply certain limited procedures to the required supplementary information
(RSI) in accordance with auditing standards generally accepted in the United States of America (U.S.
GAAS). These limited procedures will consist primarily of inquiries of management regarding their
methods of measurement and presentation, and comparing the information for consistency with
management's responses to our inquiries. We will not express an opinion or provide any form of assurance
on the RSI. The following RSI is required by U.S. GAAP. This RSI will be subjected to certain limited
procedures but will not be audited:
1. Management's Discussion and Analysis.
Data Collection Form
Prior to the completion of our engagement, if applicable, we will complete the sections of the Data
Collection Form that are our responsibility. The form will summarize our audit findings, amounts and
conclusions.It is management's responsibility to submit a reporting package including financial statements,
schedule of expenditure of federal awards, summary schedule of prior audit findings and corrective action
plan along with the Data Collection Form to the federal audit clearinghouse. The financial reporting
package must be text searchable. unencrypted, and unlocked.Otherwise,the reporting package will not be
accepted by the federal audit clearinghouse. We will assist you in the electronic submission and
certification. You may request from us copies of our report for you to include with the reporting package
submitted to pass-through entities.
121 Executive Circle 133 East Indiana Avenue 3931 NW 1st Place 2477 Tim Gamble Place.Suite 200
Daytona Beach,FL 321 14-I 180 DeLand,FL 32724-4324 Gainesville.FL 32607-2063 Tallahassee,FL 32308-4386
Telephone: 386-257-4100 Telephone:386-738-3300 Felephone: 352-378-1331 Telephone:850-386-6184
Website wwwjmco corn Email. into@jnuo corn I Member of AGN Inter national with offices in principal cities worldwide
Clay County Utility Authority
May 17, 2021
Page 2
The Data Collection Form is required to be submitted within the earlier of 30 days after receipt of our
auditors' reports or nine months after the end of the audit period, unless specifically waived by a federal
cognizant or oversight agency for audits. Data Collection Forms submitted untimely are one of the factors
in assessing programs at a higher risk.
Audit of the Financial Statements
We will conduct our audit in accordance with U.S. GAAS and the standards applicable to financial audits
contained in Government Auditing Standards, issued by the Comptroller General of the United States of
America; the audit requirements of Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform
Administrative Requirements, Cost Principles, Audit Requirements for Federal Awards (Uniform
Guidance), Section 215.97, Florida Statutes, Florida Single Audit Act, and the provisions of Chapter
10.550, Rules of the State of Florida, Office of the Auditor General. Those standards and the Uniform
Guidance require that we plan and perform the audit to obtain reasonable assurance about whether the basic
financial statements are free from material misstatement.An audit involves performing procedures to obtain
audit evidence about the amounts and disclosures in the financial statements. The procedures selected
depend on the auditor's judgment, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error, misappropriation of assets, or violations of laws,
governmental regulations,grant agreements,or contractual agreements. An audit also includes evaluating
the appropriateness of accounting policies used and the reasonableness of significant accounting estimates
made by management, as well as evaluating the overall presentation of the financial statements. If
appropriate, our procedures will therefore include tests of documentary evidence that support the
transactions recorded in the accounts,tests ofthe physical existence of inventories, and direct confirmation
of cash, investments,and certain other assets and liabilities by correspondence with creditors and financial
institutions. As part of our audit process, we will request written representations from your attorneys, and
they may bill you for responding. At the conclusion of our audit, we will also request certain written
representations from you about the financial statements and related matters.
Because of the inherent limitations of an audit,together with the inherent limitations of internal control,an
unavoidable risk that some material misstatements or noncompliance(whether caused by errors,fraudulent
financial reporting,misappropriation of assets, or violations of laws or governmental regulations)may not
be detected exists,even though the audit is properly planned and performed in accordance with U.S.GAAS;
Government Auditing Standards of the Comptroller General of the United States of America; Section
215.97, Florida Statutes, Florida Single Audit Act; the provisions of Chapter 10.550, Rules of the State of
Florida,Office of the Auditor General and will include tests of accounting records,a determination of major
state project(s) in accordance with Chapter 10.550, Rules of the State of Florida, Office of the Auditor
General and other procedures we consider necessary to enable us to express such opinions and to render
the required reports. Please note that the determination of abuse is subjective and Government Auditing
Standards does not require auditors to detect abuse.
In making our risk assessments, we consider internal control relevant to the entity's preparation and fair
presentation of the financial statements in order to design audit procedures that are appropriate in the
circumstances,but not for the purpose of expressing an opinion on the effectiveness of the entity's internal
control. However, we will communicate to you in writing concerning any significant deficiencies or
material weaknesses in internal control relevant to the audit of the financial statements that we have
identified during the audit. Our responsibility as auditors is, of course, limited to the period covered by our
audit and does not extend to any other periods.
We will issue a written report upon completion of our audit of the Authority's basic financial statements.
Our report will be addressed to the Board of Supervisors. We cannot provide assurance that unmodified
opinions will be expressed. Circumstances may arise in which it is necessary for us to modify our opinions
or add emphasis-of-matter or other-matter paragraphs. If our opinions on the basic financial statements are
other than unmodified, we will 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.
Clay County Utility Authority
May 17, 2021
Page 3
In accordance with the requirements of Government Auditing Standards,we will also issue a written report
describing the scope of our testing over internal control over financial reporting and over compliance with
laws, regulations, and provisions of grants and contracts, including the results of that testing. However,
providing an opinion on internal control and compliance over financial reporting will not be an objective
of the audit and,therefore,no such opinion will be expressed.
We also will issue a written report as required by Chapter 10.550, Rules of the State of Florida, Office of
the Auditor General upon completion of our audit.
Audit of Major Program/Project Compliance
If applicable, our audit of the Authority's major federal award program(s) and state project(s) compliance
will be conducted in accordance with the requirements of the Single Audit Act, as amended; the Uniform
Guidance;and Chapter 10.550,Rules of the State of Florida,Office of the Auditor General;and will include
tests of accounting records, a determination of major programs/projects in accordance with the Uniform
Guidance, Chapter 10.550, Rules of the State of Florida, Office of the Auditor General, and other
procedures we consider necessary to enable us to express such an opinion on major federal award program
and major state project compliance and to render the required reports. We cannot provide assurance that an
unmodified opinion on compliance will be expressed. Circumstances may arise in which it is necessary for
us to modify our opinion or withdraw from the engagement.
The Uniform Guidance requires that we also plan and perform the audit to obtain reasonable assurance
about whether the entity has complied with applicable laws and regulations and the provisions of contracts
and grant agreements applicable to major federal award programs. Our procedures will consist of
determining major federal programs and performing the applicable procedures described in the U.S.Office
of Management and Budget OMB Compliance Supplement for the types of compliance requirements that
could have a direct and material effect on each of the entity's major programs. The purpose of those
procedures will be to express an opinion on the entity's compliance with requirements applicable to each
of its major programs in our report on compliance issued pursuant to the Uniform Guidance.
Also,as required by the Uniform Guidance,we will perform tests of controls to evaluate the effectiveness
of the design and operation of controls that we consider relevant to preventing or detecting material
noncompliance with compliance requirements applicable to each of the entity's major federal award
programs. However, our tests will be less in scope than would be necessary to render an opinion on these
controls and,accordingly,no opinion will be expressed in our report.
Chapter 10.550, Rules of the State of Florida,Office of the Auditor General requires that we also plan and
perform the audit to obtain reasonable assurance about whether the auditee has complied with applicable
laws and regulations and the provisions of contracts and grant agreements applicable to major state projects.
Our procedures will consist of tests of transactions and other applicable procedures described in the State
of Florida State Projects Compliance Supplement for the types of compliance requirements that could have
a direct and material effect on each of the Organization's major state projects. The purpose of these
procedures will be to express an opinion on the Authority's compliance with requirements applicable to
each of its major state projects in our report on compliance issued pursuant to Chapter 10.550,Rules of the
State of Florida, Office of the Auditor General.
Also, as required by Chapter 10.550, Rules of the State of Florida, Office 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 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 Chapter 10.550, Rules of the State of Florida, Office of the Auditor
General.
Clay County Utility Authority
May 17, 2021
Page 4
We will issue a report on compliance that will include an opinion or disclaimer of opinion regarding the
entity's major federal award programs and major state projects, and a report on internal controls over
compliance that will report any significant deficiencies and material weaknesses identified;however, such
report will not express an opinion on internal control.
Management's Responsibilities
Our audit will be conducted on the basis that management acknowledge and understand that they have
responsibility:
1. For the preparation and fair presentation of the financial statements in accordance with
accounting principles generally accepted in the United States of America;
2. For the design, implementation, and maintenance of internal control relevant to the preparation
and fair presentation of financial statements that are free from material misstatement, whether
due to fraud or error;
3. For identifying, in its accounts, all federal awards received and state financial assistance
expended during the period and the federal programs under which they were received,including
federal awards and funding increments received prior to December 26,2014 (if any), and those
received in accordance with the Uniform Guidance (generally received after December 26,
2014);
4. For maintaining records that adequately identify the source and application of funds for federally
funded activities;
5. For preparing the schedule of expenditures of federal awards and state financial assistance
(including notes and noncash assistance received)in accordance with the Uniform Guidance and
Chapter 10.550, Rules of the State of Florida,Office of the Auditor General requirements;
6. For the design, implementation, and maintenance of internal control over federal awards, state
financial assistance,and compliance;
7. For establishing and maintaining effective internal control over federal awards and state
financial assistance that provides reasonable assurance that the nonfederal entity is managing
federal awards and state projects in compliance with federal and state statutes, regulations, and
the terms and conditions of the federal awards and state financial assistance;
8. For identifying and ensuring that the entity complies with federal and state statutes,regulations,
and the terms and conditions of federal award programs and state financial assistance projects
and implementing systems designed to achieve compliance with applicable federal and state
statutes,regulations, and the terms and conditions of federal award programs and state financial
assistance projects;
9. For disclosing accurately, currently, and completely the financial results of each federal award
and major state project in accordance with the requirements of the award;
10. For identifying and providing report copies of previous audits,attestation engagements,or other
studies that directly relate to the objectives of the audit, including whether related
recommendations have been implemented;
11. For taking prompt action when instances of noncompliance are identified;
12. For addressing the findings and recommendations of auditors, for establishing and maintaining
a process to track the status of such findings and recommendations and taking corrective action
on reported audit findings from prior periods and preparing a summary schedule of prior audit
findings;
13. For following up and taking corrective action on current year audit findings and preparing a
corrective action plan for such findings;
14. For submitting the reporting package and data collection form to the appropriate parties;
15. For making the auditor aware of any significant vendor relationships where the vendor is
responsible for program compliance;
16. To provide us with:
a. Access to all information of which management is aware that is relevant to the preparation
and fair presentation of the financial statements, and relevant to federal award programs
and state financial assistance projects, such as records, documentation, and other matters;
Clay County Utility Authority
May 17, 2021
Page 5
b. Additional information that we may request from management for the purpose of the audit;
and
c. Unrestricted access to persons within the entity from whom we determine it necessary to
obtain audit evidence.
17. For adjusting the financial statements to correct material misstatements and confirming to us in
the management representation letter that the effects of any uncorrected misstatements
aggregated by us during the current engagement and pertaining to the current year(s)under audit
are immaterial,both individually and in the aggregate. to the financial statements as a whole;
18. For acceptance of nonattest services, including identifying the proper party to oversee nonattest
work;
19. For maintaining adequate records, selecting and applying accounting principles, and
safeguarding assets;
20. For informing us of any known or suspected fraud affecting the entity involving management,
employees with significant role in internal control and others where fraud could have a material
effect on compliance;
21. For the accuracy and completeness of all information provided;
22. For taking reasonable measures to safeguard protected personally identifiable and other sensitive
information;
23. For confirming your understanding of your responsibilities as defined in this letter to us in your
management representation letter; and
24. For identifying and ensuring that the entity complies with applicable laws,regulations,contracts,
agreements, and grants. Additionally, as required by Uniform Guidance and Chapter 10.550.
Rules of the State of Florida, Office 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. The summary schedule of prior
audit findings should be available for our review at the commentment of fieldwork.
With regard to the supplementary information referred to above, you acknowledge and understand your
responsibility (a) for the preparation of the supplementary information in accordance with the applicable
criteria,(b)to provide us with the appropriate written representations regarding supplementary information,
(c)to include our report on the supplementary information in any document that contains the supplementary
information and that indicates that we have reported on such supplementary information,and(d)to present
the supplementary information with the audited financial statements,or if the supplementary information
will not be presented with the audited financial statements, to make the audited financial statements readily
available to the intended users of the supplementary information no later than the date of issuance by you
of the supplementary information and our report thereon.
As part of our audit process, we will request from management written confirmation concerning
representations made to us in connection with the audit.
Additional Examination Engagements
You have requested that we examine the Authority's compliance for the years ended September 30, 2021,
2022, and 2023,with the following statutes (collectively,"the Statutes"):
• Section 218.415, Florida Statutes,Local Government Investment Policies
We are pleased to confirm our acceptance and our understanding of this examination engagement by means
of this letter. Our examination will be conducted with the objective of expressing an opinion as to whether
the Authority complied in all material respects with the Statutes.
Practitioner Responsibilities
We will conduct our examinations in accordance with the attestation standards related to examinations of
the American Institute of Certified Public Accountants. An examination-level attestation engagement
Clay County Utility Authority
May 17, 2021
Page 6
involves performing procedures to obtain attest evidence about whether the Authority is in compliance, in
all material respects, in conformity with the Statutes. The procedures selected depend on the practitioner's
judgment, including the assessment of the risks of material misstatement or misrepresentation ol'the subject
matter,whether due to fraud or error.
Because of the inherent limitations of an examination, together with the inherent limitations of internal
control, an unavoidable risk that some material misstatements or misrepresentations may not be detected
exists, even though the examination is properly planned and performed in accordance with the attestation
standards related to examinations of the American Institute of Certified Public Accountants. However, we
will inform you of any material errors or fraud that comes to our attention, unless clearly inconsequential.
Management Responsibilities
Our examination will be conducted on the basis that management and, when appropriate, those charged
with governance acknowledge and understand that they have responsibility:
1. For the design,implementation,and maintenance of internal control relevant to the Statutes, which
is the best means of preventing or detecting errors or fraud;
2. For selecting and determining the suitability and appropriateness of the criteria upon which
compliance with the Statutes will be evaluated; and
3. To provide us with:
(1) Access to all information of which management is aware that is relevant to the Statutes
such as records, documentation, and other matters and that you are responsible for the
accuracy and completeness of that information;
(2) Additional information that we may request from management for the purpose of the
examination; and
(3) Unrestricted access to persons within the entity from whom we determine it necessary to
obtain attest evidence.
As part of our examination process, we will request from you written confirmation concerning
representations made to us in connection with the examination.
Reporting
We will issue a written report(s) upon completion of our examination of compliance with the Statutes. Our
report will be addressed to the governing body. We cannot provide assurance that an unmodified opinion
will be expressed. Circumstances may arise in which it is necessary for us to modify our opinion, add an
emphasis-of-matter or other-matter paragraph(s), or withdraw from the engagement.
Nonattest Services
We will perform the following nonattest services: preparation of financial statements, preparation of data
collection form (if applicable). With respect to any nonattest services we perform, we will not assume
management responsibilities on behalf of the Authority. However, we will provide advice and
recommendations to assist management of the County in performing its responsibilities. The Authority's
management is responsible for (a) making all management decisions and performing all management
functions;(b)assigning a competent individual(Jeff Wesselman)to oversee the services;(c)evaluating the
adequacy of the services performed; (d)evaluating and accepting responsibility for the results of the
services performed; and (e) establishing and maintaining internal controls, including monitoring ongoing
activities.
Our responsibilities and limitations of the engagement are as follows. We will perform the services in
accordance with applicable professional standards. This engagement is limited to the services previously
outlined.Our firm, in its sole professional judgment,reserves the right to refuse to do any procedure or take
Clay County Utility Authority
May 17, 2021
Page 7
any action that could be construed as making management decisions or assuming management
responsibilities, including determining account coding and approving journal entries. Our firm may advise
the Authority with regard to different matters, but the Authority must make all decisions with regard to
those matters.
Any nonattest services performed by us do not constitute an audit performed in accordance with
Government Auditing Standards.
Engagement Administration, Fees,and Other
We understand that your employees will prepare all cash, accounts receivable, or other confirmations we
request and will locate any documents or support for any other transactions we select for testing.
We are not the custodian of, and accept no responsibility for your financial and non-financial data. You
acknowledge that you have sole responsibility for the storage and preservation of your financial and non-
financial data.
During the course of the audit, we may observe opportunities for economy in, or improved controls over,
your operations. We will bring such matters to the attention of the appropriate level of management,either
orally or in writing.
You agree to inform us of facts that may affect the financial statements of which you may become aware
during the period from the date of the auditor's report to the date the financial statements are issued.
Zach Chalifour is the service leader for the audit services specified in this letter.His responsibilities include
supervising the services performed as part of this engagement and signing or authorizing another qualified
firm representative to sign the reports.
Our fees for the audit of the financial statements and related services, including expenses,for each of the
fiscal years included in this engagement are as follows:
Single Audit Fee
per Major
Year Ending Program(if
September 30, Audit Fee applicable)
2021 $30,500 $3,000
2022 $31,000 $3,000
2023 $31,500 $3,000
2024* $32,000 $3,000
2025* $32,500 $3,000
*Subject to exercising of renewal option per contract
Upon completion of this engagement with the audit for the year ended September 30, 2023, a new
engagement can be entered into for one additional two-year periods. Upon completion of this engagement
with the audit for the year ended September 30, 2025, new engagements can be entered into for up to an
additional five-year period,at the option of both parties.Any such engagements will be evidenced by a new
engagement letter.
At the conclusion of our audit engagement, we will communicate to those charged with governance the
following significant findings from the audit:
• Our view about the qualitative aspects of the entity's significant accounting practices;
• Significant difficulties, if any, encountered during the audit;
• Uncorrected misstatements,other than those we believe are trivial, if any;
Clay County Utility Authority
May 17,2021
Page 8
• Disagreements with management, if any;
• Other findings or issues, if any, arising from the audit that are, in our professional judgment,
significant and relevant to those charged with governance regarding their oversight of the
financial reporting process;
• Material, corrected misstatements that were brought to the attention of management as a result
of our audit procedures;
• Representations we requested from management;
• Management's consultations with other accountants, if any;and
• Significant issues, if any, arising from the audit that were discussed, or the subject of
correspondence, with management.
In accordance with the requirements of Government Auditing Standards, we have attached a copy of our
latest external peer review report of our firm for your consideration and files.
The audit documentation for this engagement is the property of James Moore& Co., P.L. and constitutes
confidential information. However,we may be requested to make certain audit documentation available to
a grantor or their designee, a federal or state agency providing direct or indirect funding, or the U.S.
Government Accountability Office pursuant to authority given to it by laws or regulation,or to peer reviews.
If requested,access to such audit documentation will be provided under the supervision of James Moore&
Co., P.L. personnel. We will notify you of any such request. Furthermore, upon request, we may provide
copies of selected audit documentation to these agencies and regulators. The regulators and agencies may
intend, or decide, to distribute the copies or information contained therein to others, including other
governmental agencies.
We appreciate the opportunity to be of service to the Clay County Utility Authority 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.
Very truly yours,
av-i- litAsote L . 1_.
JAMES MOORE& CO., P.L.
RESPONSE:
This letter correctly setC1 e inderstanding of the Clay County Utility Authority.
_„ _
By v...
. ..tie em on, P.E.M.B.A.
Exre Director
Date Zo 2 -.21:)
HADDOX
REID
EUBANK
PI i 1c'
CPAs & Advisors
REPORT ON THE FIRM'S SYSTEM OF QUALITY CONTROL
April 23,2021
To the Members
James Moore&Co.,P.L.
and the National Peer Review Committee
We have reviewed the system of quality control for the accounting and auditing practice of James Moore&Co.,P.L.(the firm)in effect
for the year ended October 31, 2020. Our peer review was conducted in accordance with the Standards for Performing and Reporting
on Peer Reviews established by the Peer Review Board of the American Institute of Certified Public Accountants(Standards).
A summary of the nature, objectives, scope, limitations of, and the procedures performed in a System Review as described in the
Standards may be found at www.aicpa.ore'prswmmarv. The summary also includes an explanation of how engagements identified as
not performed or reported in conformity with applicable professional standards, if any,are evaluated by a peer reviewer to determine a
peer review rating.
Firm's Responsibility
The firm is responsible for designing a system of quality control and complying with it to provide the firm with reasonable assurance of
performing and reporting in conformity with applicable professional standards in all material respects. The firm is also responsible for
evaluating actions to promptly remediate engagements deemed as not performed or reported in conformity with professional standards.
when appropriate,and for remediating weaknesses in its system of quality control, if any.
Peer Reviewer's Responsibility
Our responsibility is to express an opinion on the design of the system of quality control and the finn's compliance therewith based on
our review.
Required Selections and Considerations
Engagements selected for review included engagements performed under Government Auditing Standards,including compliance audits
under the Single Audit Act and audits of employee benefit plans.
As a part of our peer review, we considered reviews by regulatory entities as communicated by the firm, if applicable, in determining
the nature and extent of our procedures.
Opinion
In our opinion,the system of quality control for the accounting and auditing practice of James Moore& Co.,P.L. in effect for the year
ended October 31,2020,has been suitably designed and complied with to provide the firm with reasonable assurance of performing and
reporting in conformity with applicable professional standards in all material respects. Finns can receive a rating of pass,pass with
cleficiency(ies)or.fail James Moore& Co.,P.L.has received a peer review rating of pass.
A,44 e B.P. P G L c
One 1:ick.:ori Place,Style 5CO PO Did.ver 22',07 1-10 son,MS 39225-25U1 Ph 601-998-292,1 1, 601 960-91 ilddrloxRed corn