HomeMy WebLinkAboutR-97-0839J-97-849
11/25/97
RESOLUTION NO. 9 7 8 3 9
A RESOLUTION, WITH ATTACHMENT,' AUTHORIZING
THE ENGAGEMENT OF RODRIGUEZ, TRUEBA &
COMPANY, CPAs P.A., A CERTIFIED PUBLIC
ACCOUNTING FIRM, TO PROVIDE CONSULTING,
ACCOUNTING, AND OTHER FINANCIAL SERVICES TO
THE CITY OF MIAMI IN CONNECTION WITH THE
MEETINGS TO BE HELD IN DECEMBER, IN NEW YORK
CITY AND TALLAHASSEE, RELATING TO THE CITY'S
BOND RATING, AND THE PREPARATION OF PROPOSED
BUDGET REVISIONS RELATING TO THE MAYOR'S
PROPOSED REVISED FIVE (5) YEAR PLAN, FOR A
FEE NOT TO EXCEED $25,000; ALLOCATING FUNDS
THEREFOR FROM ACCOUNT NO. 92102-270;
AUTHORIZING THE CITY MANAGER TO EXECUTE A
CONTRACT WITH SAID FIRM, IN SUBSTANTIALLY THE
ATTACHED FORM, FOR SAID SERVICES.
WHEREAS, in December, 1997, certain meetings will take place
in New York City and Tallahassee to discuss bond ratings and
other financial issues of the City of Miami; and
WHEREAS, the City wishes to engage the services of
Rodriguez, Trueba & Company, CPAs P.A., a certified public
accounting firm, to provide certain consulting and accounting
services to the City; including assisting in the preparation of
financial reports for said meetings and the preparation of
proposed budget revisions relating to the Mayor's proposed
revised five (5) year plan; and
C SS1GN
}.: MEETING Off
i NOV 2 6 97
Resolution No.
9 - 839
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the
Preamble to this Resolution are hereby adopted by reference
thereto and incorporated herein as if fully set forth in this
Section.
Section 2. The engagement of Rodriguez, Trueba &
Company, CPAs P.A., a certified public accounting firm, to
provide consulting, accounting and other financial services to
the City of Miami in connection with the meetings to be held in
December in New York City and Tallahassee, relating to the City's
bond rating, and the preparation of proposed budget revisions
relating to the Mayor's proposed revised five (5) year plan, for
a fee not to exceed $25,000, is hereby authorized, with funds
therefor hereby allocated from Account No. 92102-270.
Section 3. The City Manager is hereby authorized to
execute a contract, in substantially the attached form, with
Rodriguez, Trueba & Company, CPAs P.A., for said services.
Section 4. This Resolution shall become effective
immediately upon its adoption.
PASSED AND ADOPTED this 26th day of November 1997.
XAVIER L. SUAREZ, MAYOR
In accordance with Miami Code Sec. 2-36, since the Mayor did not indicate approval of
ATTEST: this legislation by signing it in the designated place provided, said legislation now
becomes effective with the elapse of ten (10 from t e da of action
regarding same, without the Mayor a rci ve
WALTER J. FOEMAN, CITY CLERK WALTER J. N, CITY CLERK
2-
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PREPARED AND APPROVED BY:
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OLGA IREZ-SE JAS
ASSISTANT CITY ATT EY
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APPROVED AS TO FORM AND
CORRECTNESS:
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CITt ATT5EY
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PROFESSIONAL SERVICES AGREEMENT
This Agreement is entered into this _ day of November, 1997, by and between the City
of Miami, a municipal corporation of the State of Florida ("City") and Rodriguez, Trueba &,
Company, C.P.A.'s P.A., a Florida professional association ("Consultant")
RECITALS:
A. The City is in need of the services of a certified public accounting firm to advise
the City, and assist designated City officials in preparing financial reports for, and presenting the
City's position at, certain meetings relating to the City's bond ratings, to take place in New York
City and Tallahassee, during December, 1997, and assisting with the preparation of proposed
budget revisions relating to the Mayor's revised five (5) year plan to be presented to the
Emergency Financial Oversight Board (the "Services")
B. Consultant possesses all necessary qualifications and expertise to perform the
Services.
C. The City wishes to engage the services of Consultant, and Consultant wishes to
perform the services for the City.
D. The Commission of the City of Miami, by Resolution No. 97-
adopted on November _, 1997, authorized the City Manager to execute a contract with
Consultant under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, Consultant and the City agree as follows:
TERMS:
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1. RECITALS: The recitals are true and correct and are hereby incorporated into and made
a part of this Agreement.
2. TERM: The term of this Agreement shall commence upon its full execution and end
upon completion of the Services, but in no event later than
3. SCOPE OF SERVICE:
A. Consultant agrees to provide the Services as specifically described, and subject to
the special terms and conditions set forth in Attachment "A" hereto, which by this reference is
incorporated into and made a part of this Agreement.
B. Consultant represents and warrants to the City that: (i) it possesses all
qualifications, licenses and expertise required for the performance of the Services; (ii) it is not
delinquent in the payment of any sums due the City, including payment of permits fees,
occupational licenses, etc., nor in the performance of any obligations to the City, (iii) all
personnel assigned to perform the Services are and shall be, at all times during the term hereof,
fully qualified and trained to perform the tasks assigned to each; and (iv) the Services will be
performed in the manner described in Attachment "A".
4. COMPENSATION:
A. The amount of compensation payable by the City to Consultant shall be based on
the rates and schedules described in Attachment `B" hereto, which by this reference is
incorporated into this Agreement; provided, however, that in no event shall the amount of
compensation exceed $25,000.
B. Unless otherwise specifically provided in Attachment "B", payment shall be made
within forty five (45) days after receipt of Consultant's invoice, which shall be accompanied by
sufficient supporting documentation and contain sufficient detail, to allow a proper audit of
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expenditures, should City require one to be performed. If Consultant is entitled to reimbursement
of travel expenses then all bills for travel expenses shall be submitted in accordance with Section
l 12.061, Florida Statutes.
5. OWNERSHIP OF DOCUMENTS: Consultant understands and agrees that any
information, document, report or any other material whatsoever which is given by the City to
Consultant or which is otherwise obtained or prepared by Consultant pursuant to or under the
terms of this Agreement is and shall at all times remain the property of the City. Consultant
agrees not to use any such information, document, report or material for any other purpose
whatsoever without the written consent of City, which may be withheld or conditioned by the City
in its sole discretion..
6. AUDIT AND INSPECTION RIGHTS: The City may, at reasonable times, and for a
period of up to three (3) years following the date of final payment by the City to Consultant under
this Agreement, audit, or cause to be audited, those books and records of Consultant which are
related to Consultant's performance under this Agreement. Consultant agrees to maintain all such
books and records at its principal place of business for a period of three (3) years after final
payment is made under this Agreement
7. AWARD OF AGREEMENT: Consultant represents and warrants to the City that
it has not employed or retained any person or company employed by the City to solicit or secure
this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee,
commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with,
the award of this Agreement.
8. PUBLIC RECORDS: Consultant understands that the public shall have access, at
all reasonable times, to all documents and information pertaining to City contracts, subject to the
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provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public
to all documents subject to disclosure under applicable law. Consultant's failure or refusal to
comply with the provisions of this section shall result in the immediate cancellation of this
Agreement by the City.
9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Consultant
understands that agreements between private entities and local governments are subject to certain
laws and regulations, including laws pertaining to public records, conflict of interest, record
keeping, etc. City and Consultant agree to comply with and observe all applicable federal, state
and local laws, rules, regulations, codes and ordinances, as the may be amended from time to
time.
10. INDEMNIFICATION: Consultant shall indemnify, defend and hold harmless the
City and its officials, employees and agents (collectively referred to as "Indemnitees") and each of
them from and against all loss, costs, penalties, fines, damages, claims, expenses (including
attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or
death of any person or damage to or destruction or loss of any property arising out of, resulting
from, or in. connection with (i) the performance or non-performance of the services contemplated
by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by
any act, omission, default or negligence (whether active or passive) of Consultant or its
employees, agents or subcontractors (collectively referred to as "Consultant"), regardless of
whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or
contributing) by any act, omission, default or negligence (whether active or passive) of the
Indemnitees, or any of them or (ii) the failure of the Consultant to comply with any of the
paragraphs herein or the failure of the Consultant to conform to statutes, ordinances, or other
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regulations or requirements of any governmental authority, federal or state, in connection with the
performance of this Agreement. Consultant expressly agrees to indemnify and hold harmless the
Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee
or former employee of Consultant, or any of its subcontractors, as provided above, for which the
Consultant's liability to such employee or former employee would otherwise be limited to
payments under state Workers' Compensation or similar laws.
11. DEFAULT: If Consultant fails to comply with any term or condition of this Agreement,
or fails to perform any of its obligations hereunder, then Consultant shall be in default. Upon the
occurrence of a default hereunder the City, in addition to all remedies available to it by law, may
immediately, upon written notice to Provider, terminate this Agreement whereupon all payments,
advances, or other compensation paid by the City to Consultant while Consultant was in default
shall be immediately returned to the City. Consultant understands and agrees that termination of
this Agreement under this section shall not release Consultant from any obligation accruing prior
to the effective date of termination. Should Consultant be unable or unwilling to commence to
perform the Services within the time provided or contemplated herein, then, in addition to the
foregoing, Provider shall be liable to the City for all expenses incurred by the City in preparation
and negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re -
procurement of the Services, including consequential and incidental damages.
12. RESOLUTION OF CONTRACT DISPUTES: Consultant understands and agrees
that all disputes between Consultant and the City based upon an alleged violation of the terms of
this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to
Consultant being entitled to seek judicial relief in connection therewith. In the event that the
amount of compensation hereunder exceeds $4,500, the City Manager's decision shall be
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approved or disapproved by the City Commission. Consultant shall not be entitled to seek judicial
relief unless: (i) it has first received City Manager's written decision, approved by the City
Commission if the amount of compensation hereunder exceeds $4,500-1 or (ii) a period of sixty
(60) days has expired, after submitting to the City Manager a detailed statement of the dispute,
accompanied by all supporting documentation (90 days if City Manager's decision is subject to
City Commission approval); or (iii) City has waived compliance with the procedure set forth in
this section by written instruments, signed by the City Manager.
13. CITY'S TERMINATION RIGHTS:
A. . The City shall have the right to terminate this Agreement, in its sole discretion, at
any time, by giving written notice to Consultant r at least five (5) business days prior to the
effective date of such termination. In such event, the City shall pay to Consultant compensation
t
for services rendered and expenses incurred prior to the effective date of termination. In no event
shall the City be liable to Consultant for any additional compensation, other than that provided
herein, or for any consequential or incidental damages.
B. The City shall have the right to terminate this Agreement, without notice or
liability to Consultant, upon the occurrence of an event of default hereunder. In such event, the
City shall not be obligated to pay any amounts to Consultant and Consultant r shall reimburse to
the City all amounts received while Consultant was in default under this Agreement.
14. INSURANCE: Consultant shall, at all times during the term hereof, maintain such
insurance coverage as may be required by the City. All such insurance, including renewals, shall
be subject to the approval of the City for adequacy of protection and evidence of such coverage
shall be furnished to the City on Certificates of Insurance indicating such insurance to be in force
and effect and providing that it will not be canceled during the performance of the services under
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this contract without thirty (30) calendar days prior written notice to the City. Completed
Certificates of Insurance shall be tiled with the City prior to the performance of services
hereunder, provided, however, that Consultant shall at any time upon request file duplicate copies
of the policies of such insurance with the City.
If, in the judgment of the City, prevailing conditions warrant the provision by Consultant
of additional liability insurance coverage or coverage which is different in kind, the City reserves
the right to require the provision by Consultant of an amount of coverage different from the
amounts or kind previously required and shall afford written notice of such change in
requirements thirty (30) days prior to the date on which the requirements shall take effect. Should
the Consultant fail or refuse to satisfy the requirement of changed coverage within thirty (30) days
following the City's written notice, this Contract shall be considered terminated on the date the
required change in policy coverage would otherwise take effect.
15. NONDISCRIMINATION: Consultant represents and warrants to the City that
Consultant does not and will not engage in discriminatory practices and that there shall be no
discrimination in connection with Consultant's performance under this Agreement on account of
race, color, sex, religion, age, handicap, marital status or national origin. Consultant further
covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex,
religion, age, handicap, marital status or national origin, be excluded from participation in, be
denied services, or be subject to discrimination under any provision of this Agreement.
16. MINORITY AND WOMEN BUSINESS AFFAIRS AND PROCUREMENT
PROGRAM: The City has established a Minority and Women Business Affairs and Procurement
Program (the "M/WBE Program") designed to increase the volume of City procurement and
contracts with Blacks, Hispanic and Women -owned business. The M/WBE Program is found in
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Ordinance No. 10062, a copy of which has been delivered to, and receipt of which is hereby
acknowledged by, Consultant. Consultant understands and agrees that the City shall have the
right to terminate and cancel this Agreement, without notice or penalty to the City, and to
eliminate Consultant from consideration and participation in future City contracts if Consultant, in
the preparation and/or submission of the Proposal, if applicable, submitted false of misleading
information as to its status as Black, Hispanic and/or Women owned business and/or the quality
and/or type of minority or women owned business participation.
17. ASSIGNMENT: This Agreement shall not be assigned by Consultant, in whole or in
part, without the prior written consent of the City's, which may be withheld or conditioned, in the
City's sole discretion.
18. NOTICES: All notices or other communications required under this Agreement shall
be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return
receipt requested, addressed to the other party at the address indicated herein or to such other
address as a party may designate by notice given as herein provided. Notice shall be deemed
given on the day on which personally delivered; or, if by mail, on the fifth day after being posted
or the date of actual receipt, whichever is earlier.
TO CONSULTANT:
1985 N.W. 88`h Court #101
Miami, Florida 33172
Attn: Carlos M. Trueba C.P.A.
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TO THE CITY:
444 S.W. 2nd Avenue
Miami, Florida 33130
Attn: Alberto Ruder, City Manager
97- 839
19. MISCELLANEOUS PROVISIONS:
A. This Agreement shall be construed and enforced according to the laws of the State
of Florida.
B. Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
C. No waiver or breach of any provision of this Agreement shall constitute a waiver
of any subsequent breach of the same or any other provision hereof, and no waiver shall be
effective unless made in writing.
D. Should any provision, paragraph, sentence, word or phrase contained in this
Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable under the laws of the State of Florida or the City of Miami, such provision,
paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to
conform with such laws, or if not modifiable, then same shall be deemed severable, and in either
event, the remaining terms and provisions of this Agreement shall remain unmodified and in full
force and effect or limitation of its use.
E. This Agreement constitutes the sole and entire agreement between the parties
hereto. No modification or amendment hereto shall be valid unless in writing and executed by
property authorized representatives of the parties hereto.
20. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties
hereto, their heirs, executors, legal representatives, successors, or assigns.
21. INDEPENDENT CONTRACTOR: Consultant has been procured and is being
engaged to provide services to the City as an independent contractor, and not as an agent or
employee of the City. Accordingly, Consultant shall not attain, nor be entitled to, any rights or
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benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally
afforded classified or unclassified employees. Consultant further understands that Florida
Workers' Compensation benefits available to employees of the City are not available to
Consultant, and agrees to provide workers' compensation insurance for any employee or agent of
Consultant rendering services to the City under this Agreement.
22. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the
availability of funds and continued authorization for program activities and the Agreement is
subject to amendment or termination due to lack of funds, reduction of funds and/or change in
regulations, upon thirty (30) days notice.
23. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and
only agreement of the parties relating to the subject matter hereof and correctly set forth the
rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises,
negotiations, or representations not expressly set forth in this Agreement are of no force or effect.
24. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each
of which shall constitute an original but all of which, when taken together, shall constitute one and
the same agreement.
25. APPROVAL BY THE OVERSIGHT BOARD: The State of Florida has appointed an
Emergency Financial Oversight Board (the "Oversight Board") which is empowered to review
and approve all pending City of Miami contracts. As a result, contracts shall not be binding on
the city until such time as they have been approved by the Oversight Board. Execution of this
Agreement by the City Manager shall constitute evidence of its approval by the Oversight Board.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their respective officials thereunto duly authorized, this the day and year above
written.
"City"
CITY OF MIAMI, a municipal
ATTEST: corporation
Walter Foeman, City Clerk
ATTEST:
Print Name: Carlos M. Trueba, C.P.A
Title: Corporate Secretary
APPROVED AS TO FORM AND
CORRECTNESS:
A. QUINN JONES, III
City Attorney ,% p
By
Alberto Ruder, City Manager
"Consultant"
Rodriguez, Trueba & Company, C.P.A.'s, P.A.
a Florida professional association
By:
Print Name: Mariano J. Rodriguez, C.P.A.
Title. President
APPROVED AS TO INSURANCE
REQUIREMENTS:
MARIO SOLDEVILLA
Assistant Director
Risk Management Division
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