HomeMy WebLinkAboutFinance Analyst
Augusta Richmond GA
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BOX NUMBER: 1-0
FILE NUMBER: \IO'~
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111 North Orange Avenue, Suite 1600
p.D. Box 303)
Orlando, FL 32802
Telephone 407 423 3426
Fax 407 648 8557
October 7, 2003
Ms. Kathy Williams
Finance Analyst
Augusta-Richmond County
530 Greene Street
Augusta, Georgia 30911
Dear Ms. Williams:
This letter is to confirm our understanding of the terms of our engagement and the nature
and limitations of the services we will provide. This engagement is subject to the standard
terms and conditions included as Attachment A.
KPMG LLP (KPMG) is pleased to submit this engagement letter to Augusta-Richmond
County government (the City-County) to provide professional consulting services for the
development and preparation of an A-87 central service cost allocation plan, and a Full
Cost central service cost allocation plan. The plans will utilize FY 2002 actual audited
costs, and will be prepared in accordance with Federal Circular A-87, Cost Principles for
State and Local Governments. The plans will be compliant with the recently revised A-87
regulations governing cost allocation plans. The Full Cost plan will contain administrative
costs which are not allowable under Circular A-87.
We estimate that an elapsed calendar time of eight to ten weeks from the date of
. commencement would be' required to develop and prepare the central service cost
allocation plans. This time frame, of course, is dependent upon the timeliness of requested
information furnished by the City-County. The City-County will be responsible for the
colle~tion of all statistical information used as allocation bases. Changes in the existing
cost allocation plans will be made to account for and reflect agency organizational changes
made since the last plans were prepared, KPMG staff will compile the plans with data
provided by the City-County using our proprietary costing software, and produce two cost
allocation plan documents. A detailed workplan of the engagement is attached. We will
require no participation on the part of City-County staff, other than to be available for
project meetings and to provide documentation for our analysis such as financial
statements, personnel lists etc.
Our fees for professional services are based on the time and staffing requirements of the
engagement~ and include all expenses incurred by us, Our total contract costs to perform
the professional consulting services will not exceed $24,500. The engagement fee will be
.... KPMG LLP. KPMG lLP. a u.s. limited liability partnership: is
a member of KPMG International. a Swiss association.
~,
Ms. Kathy Williams
Augusta-Richmond County
Page 2
billed to the City-County monthly, based on time and expenses incUrred each month. This
engagement will be managed by Chris Polischuck. Primary staff assistance will be
provided by Heidi Powell; a Certified Public Accountant with extensive experience in the
preparation of cost allocation plans. Mr. Polischuck will be responsible for periodic status
reports to the City-County, at no less than monthly frequency.
We look forward to working with you and your staff in the performance of these services.
We would be pleased to discuss this letter with you at any time, For your convenience in
confirming these arrangements, we enclose a copy of this letter, Please sign it and return it
to me.
Very truly yours,
KPMG LLP
f-Q~~
David 1. Dennis
Partner
ACCEPTED:
Authorized Signature
Title .
Date
KPMG LLP
Standard Terms and Conditions
Advisory Services
l. Services. It is understood and agreed that KPMG's
services may include advice and recommendations; but
all decisions in connection with the implementation of
such advice and recommendations shall be the
responsibility of, and made by, Client. References
herein to Client shall refer to the addressee of the
Proposal or Engagement Letter to which these Standard
Terms and Conditions are attached (the "Engagement
Letter").
2. Payment of Invoices. Client agree to pay properly
submitted invoices within thirty (30) days of the invoice
date, or such other due date as may be indicated in the
Engagement Letter. KPMG shall have the right to halt
or terminate entirely its services under the Engagement
Letter until payment is received on past due invoices.
All fees, charges and other amounts payable to KPMG
under the Engagement Letter do not include any sales,
use, excise, value added or other applicable taxes, tariffs
or duties, payment of which shall be Client's sole
responsibility, excluding any applicable taxes based on
KPMG's net income or taxes arising from the
employment or independent contractor relationship
between KPMG and its personnel.
3. Term. Unless terminated sooner in accordance with its
terms, the Engagement shall terminate on the
completion of KPMG's services thereunder. In
addition, either party may terminate the Engagement
Letter at any time by giving written notice to the other
party not less than 30 calendar days before the effective
date of termination.
4. Ownership.
(a) KPMG Property. KPMG has created, acquired,
owns or otherwise has rights in, and may, in
connection with the performance of services under
the Engagement Letter, employ, provide, modify,
create, acquire or otherwise' obtain rights in,
various concepts, ideas, methods, methodologies,
procedures, processes, know-how, and techniques,
models, templates; software, user interfaces and
screen designs; general purpose consulting and
software iools, utilities and routines; and logic,
coherence and methods of operation of systems
(collectively, the "KPMG Property"), KPMG
retains all ownership rights in the KPMG Property.
Client shall acquire no right or interest in such
property, except for the license expressly granted
in the next paragraph. In addition, KPMG shall be
free to provide services of any kind to. any other
party as KPMG deems appropriate, and may use
the KPMG Property. to do so. KPMG
. acknowledges that KPMG Property shall not
include any of Client's confidential information or
tangible or intangible property, and KPMG shall
have no ownership rights in such property.
Page 1
(b) Ownershio of Oeliverables. Except for KPMG
Property, and upon full and final payment to
KPMG under the Engagement Letter, the tangible
items specified as deliverables or work product in
the Engagement Letter including any intellectual
property rights appurtenant thereto (the
"Deliverables") will become the property of Client.
If any KPMG Property is contained in any of the
Deliverables, KPMG hereby grants Client, a
royalty-free paid-up, non-exclusive, perpetual
license to use such KPMG Property in connection
with Client's use of the Oeliverables. .
5, Limitation on Warranties. THIS IS A SERVICES
ENGAGEMENT. KPMG WARRANTS THAT IT
WILL PERFORM SERVICES UNDER 'THE
ENGAGEMENT LETTER IN GOOD FAITH,
WITH QUALIFIED PERSONNEL IN A
COMPETENT AND WORKMANLIKE MANNER.
KPMG DISCLAIMS ALL OTHER WARRANTIES,
EITHER EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMIT A T10N, WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE,
6. Limitation on Damages. Except for each party's
indemnification obligations as set forth below, neither
Client nor KPMG shall be liable to the other for any
actions, damages, claims, liabilities, costs expenses or
losses in any way arising out of or relating to the
services performed under the Engagement Letter for ail
aggregate amount in excess of the fees paid or owing to
KPMG for services rendered by' KPMG under the
Engagement Letter. In no event shall either party be
liable for consequential, special, indirect, incidental,
punitive or exemplary damages, costs, expenses, or
losses (including, without limitation, lost profits and
opportunity costs). The provisions of this Paragraph
shall apply regardless of the form of action, damage,
claim, liability, cost, expense, or loss, whether in
contract, statute, tort or otherwise.
7. Infringement.
(a) KPMG hereby agrees to indemnify, hold harmless
and defend Client from and against all claims,
liabilities, losses. expenses (including reasonable
attorneys ' fees), fines, penalties, taxes or damages
(collectively "Liabilities") asserted by any third
party against Client to the .extent such Liabilities
result from the infringement by the Oeliverables of
any third party's patents issued as. of the date of the
Engagement Letter, trade secrets, trademarks or
copyrights. The preceding indemnification
provision shall not apply to any infringement
arising out of the following:
(i) use of the Oeliverables other than in
accordance with applicable documentation or
Revised 9/23/03
KPMG LLP
Standard Terms and Conditions
Advisory Services
instructions supplied by KPMG or other than
in accordance with Paragraph 8(b);
(ii) any alteration, modification or revision of the
Deliverables not expressly agreed to in writing
by KPMG; or
(iii) the combination of the Deliverables with
materials not supplied or approved by KPMG.
(b) In case any of the Deliverables or any portion
thereof is held, or in KPMG's reasonable opinion is
likely to be held, in any such suit to constitute
infringement, KPMG may, within a reasonable
time, at its option either:
(i) secure for Client the right to continue the use
of such infringing item; or
(ii) replace, at KPMG's sole expense, such item
with a substantially equivalent non-infringing
item or modify such item so that it becomes
non-infringing.
In the event KPMG is, in its reasonable discretion,
unable to perform either of options 'described in (i)
or (ii) above, Client shall return the Deliverable to
KPMG, and KPMG's sole liability shall be to
refund to Client the amount paid.to KPMG for such
item; provided that the foregoing shall not be
construed to limit KPMG's indemnification
obligation set forth in Paragraph 7(a) above.
(c) The provisions of this Paragraph 7 state KPMG's
entire liability and Client's sole and exclusive
remedy with respect to any infringement or claim
of infringement.
8. Indemnification.
(a) Each party agrees to indemnify, hold harmless and
defend the other party from and against any and all
Liabilities for physical injury to, or illness or death
of, any' person or persons regardless of status, and
damage to or destruction of any tangible property,
which the other party may sustain or incur to the
extent such Liabilities result from the negligence or
willful misconduct of the indemnifying party.
(b) Client acknowledges and agrees that any advice,
recommendations, information or work product
provided to Client by KPMG in connection with
this engagement is for the confidential use of Client
and, except as otherwise required by law, as
permitted by the Engagement Letter or as relates to
a U.S. federal corporate income tax strategy
offered or proposed to be offered by KPMG,Client
will not disclose or permit access to such advice,
Page 2
. recommendations, information or work product to
any third party or summarize or refer to such
advice, recommendations, information or work
product or to KPMG's Engagement without, in
each case, KPMG's prior written consent. In
furtherance of the foregoing, Client will indemnify,
defend and hold harmless KPMG from and against
any and all Liabilities suffered by or asserted
against KPMG in connection with a third party
claim to the extent resulting from such party's use
or possession of or reliance upon KPMG's advice,
recommendations, information or work product as
a result of Client's use or disclosure of such advice,
recommendations, information or work product.
(c) The party entitled to indemnification (the
"Indemnified Party") shall promptly notify the
party obligated to provide such indemnification
(the "Indemnifying Party") of any claim for which
the Indemnified Party seeks indemnification, The
.Indemnifying Party shall have the right to conduct
the defense or settlem'ent of any such claim at the
Indemnifying Party's sole expense, and the
Indemnified Party shall cooperate with the
Indemnifying Party. The party not conducting the
defense shall nonetheless have the right to
participate in such defense at its own expense. The
Indemnified Party shall have the right to approve
the settlement of any claim that imposes any
liability or obligation other than the payment of
money damages.
9. Cooperation; Use ofInformation.
(a) Client agrees to cooperate with KPMG in the
performance of the services under the Engagement
Letter and shall provide KPMG with timely access
to and use of Client's personnel, facilities,
equipment, data and information to the extent
necessary for KPMG to perform the services under
the Engagement Letter. The Engagement Letter
may set forth additional obligations of Client in
connection with the Engagement. Client
acknowledges that Client's failure to' assign Client
personnel having skills commensunite with their
role with respect to this engagement could
adversely affect KPMG's ability to provide the
services under the Engagement Letter.
(b) Client acknowledges and agrees that KPMG may,
in performing its obligations pursuant to this
Agreement, use data, material, and other
information fumished by Client without any
.independent investigation or verification and that
KPMG shall be entitled to rely upon the accuracy
and completeness of such information in
performing the services under the Engagement
Letter.
Revised 9/23/03
KPMG LLP
Standard Terms and Conditions
Advisory Services
10. Force Majeure. Neither Client nor KPMG shall be
liable for any delays resulting from circumstances or
causes beyond its reasonable control, including. without
limitation, fire or other casualty, act of God, strike or
labor dispute, war or other violence, or any law, order or
requirement of any governmental agency or authority.
11. Limitation on Actions, No action, regardless of form,
arising out of or relating to this engagement, may bc
brought by either party more than one year after the
cause of action has accrued, except that an action for
non-payment may be brought by a party not later than
one year following the date of the last payment due to
such party under the Engagement Letter.
12. Independent Contractor. It is understood and agreed
that each of the parties hereto is an independent
contractor and that neither party is or shall be
considered an agent, distributor or representative of the
other. Neither party shall act or represent itself, directly
or by implication, as an agent of-the other or 111 any
manner assume 'or create any obligation on behalf of. or
in the name of, the other.
13. Confidentiality.
(a) "Confidential Information" means all documents,
software, reports, data, records, forms and other
materials obtained by one party (the "Receiving
Party") from the other party (the "Disclosing
Party") in the course of performing the services
under the Engagement Letter: (i) that have been
marked as confidential; (ii) whose confidential
nature has been made known by the Disclosing
Party to the Receiving Party; or (iii) that due to
their character and nature, a reasonable person
under like circumstances would treat as
confidential. Notwithstanding the foregoing,
Confidential Information does not include
infoOllation which: (i) is already known to the
Receiving Party at the time of disciosure by the
Disclosing Party; (ii) is or becomes publicly known
through no wrongful act of the Receiving Party;
(iii) is independently developed by the Receiving
Party without benefit of the Disclosing Party's
Confidential Information; (iv) relates to a U.S.
federal corporate income tax strategy offered or
proposed to be offered by .Contractor as further
described in Paragraph l3(e) below or' (v). is
received by the Receiving Party from a third party
without restriction and without a breach of an
obligation of confidentiality.
(b) The Receiving Party will deliver to the Disclosing
Party all Confidential InfoOllation ofttie Disclosing
Party and all copies thereof when the Disclosing
Party requests the same, except for one copy
thereof that the Receiving Party may retain for its
records. The Receiving Party shall not use or
Page 3
disclose to any person, firm or entity any
Confidential InfoOllation of the Disclosing Party
without the Disclosing Party's express, prior
written permission; provided, however, that
notwithstanding the foregoing, the Receiving Party
may disclose Confidential InfoOllation to the extent
that it is required to be disclosed pursuant to a
statutory or regulatory provision or court order or
to fulfill professional obligations and standards.
(c) Each party shall be deemed to have met its
nondisclosure obligations under this Paragraph l3
as long as it exercises the same level of care to
protect the other's infoOllation as it exercises to
protect its own confidential information but in no
event less than reasonable care, except to the extent
that applicable law or professional standards
impose a higher requirement.
(d) If the Receiving Party receives a subpoena or other
validly issued administrative or judicial demand
requiring it to disclose the Disclosing Party's
Confidential Information, the Receiving Party shall
provide prompt written notice to the Disclosing.
Party of such demand in order to permit it to seek a
protective order. So long as the Receiving Party
gives notice as provided herein, the Receiving
Party shall be entitled to comply with such demand
to the extent permitted by law, subject to any
protective order or the like that may h~ve been
entered in the matter.
(e) Notwithstanding anything to the contrary set forth
herein, no provision in the Engagement Letter or
these Standard Terms and Conditions is or is
intended to be construed as a condition of
confidentiality within the meaning of Internal
Revenue Code sections 6011, 6111, 6112 or the
regulations thereunder. Client (and each employee,
representative, or other agent of Client) may
disclose to any and all persons, without limitation
of any kind, the tax treatment and tax structure of
any transaction within the scope of this
engagement that reduces or defers Federal tax and
.all materials of any kind (including opinions or
other tax analyses) that are provided to Client
relating to such tax treatment and tax structure,
14. Survival. The,provisions of Paragraphs 1,2,4,6,7,8,
II, 13, IS, 16, 17 and 18(a) hereof shall survive the
expiration or termination of this engagement.
15. Assignment. Neither party may assign, transfer or
delegate any of its rights or obligations without the prior
written consent of the other party, such consent not to be
unreasonably withheld. Notwithstanding the foregoing,
to the extent any of the services under the Engagement
Letter will be perfoOlled in or relate to a jurisdiction
outside of the United States, Client acknowledges and
Revised 9/23/03
KPMG LLP
Standard Terms and Conditions
Advisory Services
I
agrees that such services, including any applicable tax
advice, may be performed by the member firm of
KPMG International practicing in such jurisdiction.
Accordingly, Client agrees that KPMG may share data
and information received from Client with such member
firm as may be required to complete a Statement of
Work.
16. Severability. In the event that any term or provision of
this Agreement shall be held to be invalid, void or
unenforceable, then the remainder of this Agreement
shall not be affected, and each such term and provision
of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.
17. Governing Law, The Engagement Letter and these
Standard Terms and Conditions shall be governed by
and construed in accordance with the laws of the State
of New York, without regard to the conflict of laws
provisions thereof.
18. Miscellaneous.
(a) In accepting this engagement, Client acknowledges
that completion of this engagement or acceptance
of Deliver abies resulting from this engagement will
not constitute a basis for Client's assessment or
evaluation of internal control over financial
reporting and disclosure controls and procedures,
or its compliance with its principal officer
certification requirements under Section 302 of the
Sarbanes-Oxley Act of 2002 (the "Act"). This
engagement shall 'not be construed to support
Client's responsibilities under Section 404 of the
Act requiring each annual report filed under
Section 13(a) or IS(d) of the Securities Exchange
Act of 1934 to contain an internal control report
from management.
(b) KPMG may communicate with Client by electronic
mail or otherwise transmit documents in electronic
form during the course of this engagement. Client
accepts the' inherent risks of these forms of
communication (including the security risks of
interception of or unauthorized access to such
communications, the risks of corruption of such
communications and the risks of viruses or other
harmful devices) and agrees that it may rely only
upon a final hardcopy version of ad ocument or
other communication thatKPMG transmits to
Client.
(c) For engagements performed in California or where
the services provided by KPMG fall under the
jurisdiction of California law, rule or regulation,
Client acknowledges that. certain of KPMG's
personnel that have an ownership interest in the
partnership and who may provide services in
connection with this engagement may not be
Page 4
licensed as certified public accountants under the
laws of any of the various states.
19. Entire Agreement. These terms, and the Engagement
Letter including Exhibits, constitute the entire
agreement between KPMG and Client with respect to
this engagement and supersede all other oral and written
representation, understandings or agreements relating to
this engagement.
Revised 9/23/03
r- l~
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111 North Orange Avenue, Suite 1600
p.o. Box 3031
Orlando, FL 32802 .
Telephone 407 423 3426
Fax 407 648 8557
October 7, 2003
Ms. Kathy Williams
Finance Analyst
Augusta-Ric1mlond County
530 Greene Street
Augusta, Georgia 30911
Dear Ms. .Williams:
This letter is to confirm our understanding of the ternlS of our engagement and the nature
and limitations of the services we will provide. This engagement is subject to the standard
terms and conditions induded as Attachment A.
.!
f>'~
KPMG LLP (KPMG) is pleased to submit this engagement letter to Augusta-Richmond
County governn....ent (the City-County) to provide professional consulting services for the
development and preparation of an A-87 central service cost allocation plan, and a Full
Cost central service cost allocation plan. The plans will utilize FY 2002 actual audited
costs, and will be prepared in accordance with Federal Circular A-87, Cost Principles for
State and Local Governments. The plans will be compliant with the recently revised A-87
regulations governing cost allocation plans. The Full Cost plan will contain administrative
costs which are not allowable under Circular A-87.
We estimate that an elapsed calendar time of eight to ten weeks from the date of
commencement would be required to develop and prepare the central service cost
allocation plans. This time frame. of course, is dependent uponthe timeliness of requested
information furnished by the City-County. The City-County' will be responsible for the
collection of all statistical information used as allocation bases. Changes in the existing
cost allocation plans will be made to accounrJor and retlect agency organizational changes
made since the last plans \overe prepared: KPMG statf will compile the plans with data
provided by the City-County using our proprietary costing software, and produce two cost
allocation plan documents. A detailedwOrkplan of the engagement is attached. We \ovill
require no pm1icipation on the pm1 of City~County staff. other than to be available for
project meetings and to provide documentation for our analysis such as tinancial
statements, personnel lists etc,
Our fees for professional services are based on the time and STaffing requirements of the
engagement. and include all expenses incurred by us. Our total contract costs to perform
the professional consulting services will not exceed ~24.500. The engagement fee will be
II' 111111
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Ms. Kathy Williams
Augusta-Richmond County
Page 2
billed to the City-County monthly, based on time and expenses inculTed each month. This
engagement will be managed by Chris Polischuck. Primary staff assistance 'vvill be
provided by Heidi Powell, a Certified Public Accountant with extensive experience in the
preparation of cost allocation plans. Mr. Polischuck will be responsible for periodic status
reports to the City-County, at no less than monthly frequency.
We look forward to working with you and your staff in the performance of these services.
We woLlld be' pleased to discuss this letter with you at any time, For your convenience in
confirming these CllTangements, we enclose a copy of this letter. Please sign it and return it
to me.
Very truly yours,
KPMG LLP
tod ~~
David L. Dennis
Partner
ACCEPTED:
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Authorized Signature
Title
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Date