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PROFESSIONAL SERVICES AGREEMENT.r '1 tit C�c` pl-
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This Professional Services Agreement ("Agreement") is entered into this
day of , 2010 (but effective as of October 1, 2010 being the
"Effective Date") by and between the City .of Miami, a municipal corporation of the State
of Florida ("City") whose principle address is 3500 Pan American Drive, Miami, Florida
33133, and McGladrey & Pullen, LLP, a Florida limited liability partnership ("Provider")
whose current local address is 201 Alhambra Circle, Suite 810, Coral Gables, Florida
33134-5108.
RECITALS:
A. The City has issued Request for Proposals No. 209202,1, including all
addenda thereto (collectively, "RFP") for the provision of External Auditing Services
("Services") and Provider's proposal ("Proposal"), in response thereto, has been selected
as the most qualified proposal for the provision of the Services. The RFP and the
Proposal are sometimes referred to herein, collectively, as the Solicitation Documents,
and are by this reference incorporated into and made a part of this Agreement and a part
of any extensions hereof. In the event of an express conflict between the RFP and/or the
Proposal and this Agreement, this Agreement shall control.
S. The Commission of the City of Miami, by Resolution No. 10-0340,
adopted on July 29, 2010 (attached hereto and by this reference made a part of this
Agreement and of any extensions hereof), approved the selection of Provider and
authorized the City Manager to negotiate and to execute an agreement, under the terms
and conditions set forth herein.
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NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, Provider and the City agree as follows:
TERMS AND CONDITIONS:
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 be one (1) year commencing on
the Effective Date hereof.
3. OPTION(S) TO EXTEND: Pursuant to City Commission Resolution No. R-10-
0340, the City shall have up to two (2) option(s) to extend the term hereof for a period of
one (1) year each, subject to City Commission approval, and the availability and
appropriation of funds. The total extended term (original term plus all options to extend)
in accordance with Resolution No. R-10-0340: (a) shall not exceed three (3) years, (b) the
annual compensation amount for any extension/renewal shall be as set forth in Section 5
below, and (c) Provider, its employees, its agents, and its subcontractors, as necessary
and applicable, shall maintain and update the required insurance coverage(s), professional
licenses and qualifications, and other necessary information requested by the City in a
timely manner.
4. SCOPE OF SERVICE:
A. Provider agrees to provide the Services as specifically described, and
under 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 and a part of any
extensions hereof.
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B. Provider represents and warrants to the City that: (i) it, its employees, its
agents, and its subcontractors possess and shall maintain throughout the term of this
Agreement and any extensions hereof all professional qualifications, licenses and
expertise required under the Solicitation Documents for the performance of the Services;
(ii) it, its employees, its agents, and its subcontractors are not delinquent in the payment
of any sums due the City, including payment of permit fees, occupational licenses, etc.,
nor in the performance of any obligations to the City and all shall maintain that non -
delinquent status throughout the term of this Agreement and any extensions hereof, (iii)
all personnel assigned to perform the Services by Provider, its employees, its agents, and
its subcontractors are and shall be, at all times during the term of this Agreement and any
extensions hereof, fully qualified and trained to perform the tasks assigned to each; and
(iv) the Services at all times throughout the term of this Agreement and any extensions
hereof will be performed in the manner described in Attachment "A".
5. COMPENSATION:
A. The amount of compensation payable by the City to Provider shall be
based on the rates and schedules and under the circumstances described in Attachment
"B" hereto, which by this reference is incorporated into and made a part of this
Agreement and a part of any extensions hereof, provided, however, that in accordance
with Resolution No. 10-0340 (1) in no event shall such annual compensation amount for
the original term of this Agreement exceed Three Hundred and Ninety Thousand Dollars
($390,000), (2) in no event shall such annual compensation amount for any first renewal
term of this Agreement exceed Four Hundred Thousand Dollars ($400,000), (3) in no
event shall such annual compensation amount for any second renewal term of this
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Agreement exceed Four Hundred and Ten Thousand Dollars ($410,000) , and (4) in no
event shall the total annual compensation amount for this Agreement, including all two
possible extension terms, exceed One Million, Two Hundred Thousand Dollars
($1,200,000). The City Commission shall have the sole discretion regarding the exercise
of any option(s) to renew this Agreement. The City shall have no liability for payment of
any compensation beyond the limitations expressed in this Section, including no liability
to any employees, agents, or subcontractors of Provider.
B. Unless otherwise specifically provided in Attachment `B", payment shall
be made by City to Provider in accordance with the Florida Prompt Payment Act within
forty five (45) days after receipt of Provider's invoice, which invoice shall be
accompanied by sufficient supporting documentation and contain sufficient detail, to
allow a proper audit of expenditures, should City require one to be performed. If
Provider is entitled to reimbursement of travel expenses {i.e. if Attachment `B" includes
travel expenses as a specific item of compensation], then all bills for travel expenses shall
be submitted in accordance with Section 112.061, Florida Statutes. Provider understands
and agrees that Provider is solely responsible to its employees, agents, and subcontractors
and the City shall not responsible for nor liable for any payments to or amounts due to
Provider's employees, agents, or subcontractors for their respective services provided
under this Agreement and any extensions hereof.
6. OWNERSHIP OF DOCUMENTS: Except for Provider's work papers or
administrative records, which shall remain the property of Provider, Provider understands
and agrees that any information, document, report, account information, or any other
material whatsoever which is given by the City to Provider or which is otherwise
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obtained or prepared by Provider, its employees, its agents, and its subcontractors
pursuant to or under the terms of this Agreement is and under the terms of any and all
extensions hereof, and shall at all times remain the property of the City. Provider agrees
not to use any such information, document, report or material for any other purpose
whatsoever without the prior written consent of the City Manager, which may be
withheld or conditioned by the City Manager in his sole discretion. However, the parties
hereto agree that the City shall at all times have access to and the rights to copy work
papers and administrative records pertaining hereto.
7. AUDIT AND INSPECTION RIGHTS:
A. 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 Provider under this Agreement and all
extensions hereof if any, audit, or cause to be audited, those work papers, administrative
records, books, account information, documents, reports, and records of Provider which
are related to Provider's performance, its employees' performances, its agents'
performances, and its subcontractors' performances under this Agreement and all
extensions hereof, if any. Provider agrees to maintain, and to require its employees, its
agents, and its subcontractors to maintain, all such work papers, administrative records,
books, account information, documents, reports, and records at its principal place of
business for a period of three (3) years after final payment is made under this Agreement
and under all extensions hereof, if any.
B. The City may, at reasonable times during the term hereof, inspect
Provider's facilities, work papers, administrative records, books, account .information,
documents, reports, and records, (and its employees', agents', and subcontractors'
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facilities, work papers, administrative records, books, account information, documents,
reports, and records, as and if applicable) and perform such tests, as the City deems
reasonably necessary, to determine whether the Services required to be provided by
Provider, its employees, its agents, and its subcontractors under this Agreement and
under all extensions hereof, if any, conform to the terms hereof and/or the terms of the
Solicitation Documents, as and if applicable. Provider shall make available, and shall
cause its employees, its agents, and its subcontractors to make available, to the City all
reasonable facilities and assistance to facilitate the performance of tests or inspections by
City representatives. All tests and inspections shall be subject to, and made in
accordance with, the applicable provisions of Chapter 18 of the Code of the City of
Miami, Florida, as same may be amended or supplemented, from time to time.
8. AWARD OF AGREEMENT: Provider 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.
9. PUBLIC RECORDS: Provider understands that the public shall have
access, at all reasonable times, to all documents and information pertaining to City
contracts, including but not limited to this Agreement and any extensions hereof, subject
to the 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. Provider's
failure or refusal to comply with the provisions of this section shall result in the
immediate cancellation of this Agreement, including any extensions hereof, by the City.
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10. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS:
Provider 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., and certain professional standards
for the applicable professions assisting local governments. City and Provider agree to
comply with and observe all applicable laws, codes, ordinances, and professional
standards, as they may be amended from time to time. Additionally, Provider agrees to
require its employees, its agents, and its subcontractors to comply with and observe all
applicable laws, codes, ordinances, and professional standards, as they may be amended
from time to time.
11. INDEMNIFICATION: Provider shall protect, indemnify, save, release,
reimburse, and hold free and 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, charges, damages, claims, fees, expenses (including attorney's and
other professional fees and expenses) or liabilities of every kind and character
(collectively referred to as "Liabilities") arising out of, relating to, resulting from, or in
connection with (i) the performance or non-performance of the Services contemplated by
this Agreement and any extensions hereof 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 Provider or its employees, agents, or subcontractors
(collectively referred to as "Provider"), (ii) the failure of the Provider to comply with any
of the paragraphs herein or the failure of the Provider to conform to laws, statutes,
ordinances, applicable professional standards, or other regulations or requirements of any
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governmental authority, federal or state, in connection with the performance by Provider
under this Agreement and any extensions hereof. Provider expressly agrees to indemnify,
save, release, reimburse, and hold free and harmless the Indemnitees, or any of them,
from and against all liabilities which may be asserted by an employee or former
employee of Provider, or any of its agents or subcontractors, as provided above, for
which the Provider's liability to such employee or former employee, agent, or
subcontractor would otherwise be limited to payments under state Workers'
Compensation or similar laws. This Indemnification provision shall control over the
Indemnification provision in the RFP and shall survive the termination or the expiration
of this Agreement and any extensions hereof, for the limitations period prescribed by
Florida law. This Indemnification provision shall obligate the Provider to investigate,
adjust, and respond (at its own expense) to any such claims, actions, demands and
through investigatory, administrative, appellate, supplemental or bankruptcy proceedings,
and to any and all claims of liability and all suits and actions of every name and
description covered by this Section 11, which may be brought against the City whether
performed by Provider, or persons employed or utilized or subcontracted by the Provider.
Provider agrees to bear and remain liable for all such costs and expenses relating to this
Indemnification even if such claim, action, demand, or proceeding is groundless, false, or
fraudulent. Notwithstanding the foregoing, Provider's indemnity of Indemnities shall not
extend to liability for damages to persons or property to the extent such damage was
caused by the sole and/or gross negligence of the City.
12. DEFAULT: If Provider fails to comply with any term or condition of this
Agreement or of any extension hereof, or fails to perform any of its obligations hereunder
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or under any extension hereof, then Provider shall be in default. Prior to termination of
this Agreement or any extension hereof for default, the City shall notify the Provider in
writing of its intent to terminate the Agreement (or any applicable extension hereof) for
default, identify the alleged deficiencies in performance giving rise to the intent to
terminate, and shall give the Provider thirty (30) days to cure such deficiencies. Upon the
occurrence of a default hereunder the City, in addition to all remedies available to it by
law, may following thirty (30) days from the date of the written notice to Provider,
terminate this Agreement (or any applicable extension hereof) whereupon all payments,
advances, or other compensation paid by the City to Provider while Provider was in
default shall be immediately returned to the City. Provider understands and agrees that
termination of this Agreement (or any applicable extension hereof) under this section
shall not release Provider from any obligations accruing prior to the effective date of
termination. Should Provider 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.
13. RESOLUTION OF CONTRACT DISPUTES: Provider understands and
agrees that all disputes between Provider and the City based upon an alleged violation of
the terms of this Agreement, and of any applicable extension hereof, by the City shall be
submitted to the City Manager for his/her resolution, prior to Provider being entitled to
seek judicial relief in connection therewith. In the event that the amount of compensation
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hereunder exceeds $25,000, the City Manager's decision shall be approved or
disapproved by the City Commission. Provider 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 $25,000, 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 instrument, signed by the City
Manager.
14. CITY'S TERMINATION RIGHTS:
A. The City shall have the right to terminate this Agreement and any
extension hereof, in its sole discretion, at any time, by giving written notice to Provider at
least five (5) business days prior to the effective date of such termination. In such event,
the City shall pay to Provider compensation for services rendered and expenses incurred
prior to the effective date of termination. In no event shall the City be liable to Provider
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
to Provider, upon the occurrence of an event of default hereunder (or under any extension
hereof) which, in the opinion of the City Commission or City Manager, is of sufficient
gravity that it is necessary to protect the interests of public health, safety or general
welfare. In such event, the City shall not be obligated to pay any amounts to Provider
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and Provider shall reimburse to the City all amounts received while Provider was in
default under this Agreement or under any extension hereof.
15. INSURANCE: Provider shall maintain, and shall cause as necessary and
applicable its employees, agents, and subcontractors to maintain, at all times during the
term hereof and any extensions of the term hereof, such insurance coverage(s) 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 this Agreement (and any extensions hereof), without thirty (30) calendar
days prior written notice to the City. Completed Certificates of Insurance shall be filed
with the City prior to the performance of services hereunder and under any extensions
hereof, provided, however, that Provider 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
Provider (or its employees, agents, and subcontractors, as and if applicable) of additional
liability insurance coverage or coverage which is different in type or kind, the City
reserves the right to require the provision by Provider (and for Provider to cause the
provision thereof by its employees, agents, and contractors, as and if applicable) of an
amount of coverage different from the amounts, types, 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 Provider fail or refuse to
satisfy the requirement of changed coverage within thirty (30) days following the City's
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written notice, this Agreement and any extension hereof, shall be considered terminated
on the date that the required change in policy coverage would otherwise take effect. All
references to the City in Section 15 shall mean the City of Miami Risk Management
Administrator
16. NONDISCRIMINATION: Provider represents and warrants to the City that
Provider does not and will not, and Provider will cause its employees, agents, and
subcontractors not to, engage in discriminatory practices and that there shall be no
discrimination in connection with Provider's performance, its employees' performances,
its agents' performances, and its subcontractors' performances under this Agreement on
account of race, color, sex, religion, age, disability, sexual orientation, marital status or
national origin. Provider further covenants that no otherwise qualified individual shall,
solely by reason of his/her race, color, sex, religion, age, disability, sexual orientation,
marital status or national origin, be excluded from participation in, be denied services, or
be subject to discrimination under any provision of this Agreement and of any extension
hereof.
17. ASSIGNMENT: The Provider is and its subcontractors are each a certified
public accounting firm and their collective services are considered to be unique in nature
by the City. This Agreement shall not be assigned by Provider, in whole or in part,
without the prior written consent of the City Commission, 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
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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 PROVIDER:
Donnovan Maginley, CPA, Partner
McGladrey & Pullen, LLP
201 Alhambra Circle, Suite 810
Coral Gables, Florida 33134-5108
And after January 1, 2011:
Domiovan Maginley, CPA, Partner
McGladrey & Pullen, LLP
801 Brickell Avenue, Suite 1050
Miami, Florida 33131
With copies to:
Carol Kuzava, Senior Administrative
Support
McGladrey & Pullen, LLP
100 N.E. Third Avenue, Suite 300
Ft. Lauderdale, Florida 33301
19. MISCELLANEOUS PROVISIONS:
TO THE CITY:
Carlos A. Migoya, City Manager
City of Miami
3500 Pan American Drive
Miami, Florida 33133
With copies to:
Julie O. Bru, City Attorney
City of Miami
444 SW 2n' Ave., 9t" Floor
Miami, Florida 33130
Diana M. Gomez, Finance Director
Finance Department
City of Miami
444 SW 2"`' Ave, Suite 618
Miami, Florida 33130
A. This Agreement and any extensions hereto shall be construed and enforced
according to the laws of the State of Florida. Venue in any civil action between the
parties shall be in Miami -Dade County, Florida. In order to expedite the resolution or
conclusion of any civil action between the parties, the parties voluntarily and knowingly
waive their right to demand a jury trial or to file a permissive counterclaim in any action
between them. Notwithstanding the Indemnification provisions above, each party shall
bear its own expenses, attorneys' fees and all related costs and expenses in connection
with any civil action between the parties.
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B. Title and paragraph headings are for convenient reference and are not a
part of this Agreement and any extension hereof.
C. No waiver or breach of any provision of this Agreement and of any
extension hereof shall constitute a waiver of any subsequent breach of the same or any
other provision hereof or thereof, and no waiver shall be effective unless made in writing
by the party granting such waiver.
D. Should any provision, paragraph, sentence, word or phrase contained in
this Agreement (and of any extension hereof) be determined by a court of competent
jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of
Florida, Miami -Dade County, 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 (and any extension hereof)
shall remain unmodified and in full force and effect or limitation of its use.
E. This Agreement (including any extension hereof) constitutes the sole and
entire agreement between the parties hereto. No modification or amendment hereto shall
be valid unless in writing and executed by properly authorized representatives of the
parties hereto.
20. SUCCESSORS AND ASSIGNS: This Agreement (including any extension
hereof) shall be binding upon the parties hereto, their heirs, executors, legal
representatives, successors, or assigns.
21. INDEPENDENT CONTRACTOR: Provider has been procured and is
being engaged to provide services to the City as an independent contractor, and not as an
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agent or employee of the City. Accordingly, Provider, its employees, agents, and
subcontractors shall not attain, nor be entitled to, any rights or benefits under the Civil
Service or Pension Ordinances of the City, nor any rights generally afforded classified or
unclassified employees. Provider further understands that Florida Workers'
Compensation benefits available to employees of the City are not available to Provider,
its employees, agents, and subcontractors, and Provider agrees to provide workers'
compensation insurance, as and if applicable, for any employee or agent of Provider and
to require its subcontractor to provide workers' compensation insurance, as and if
applicable, for any employee or agent of subcontractor, rendering services to the City
under this Agreement and any extension hereof.
22. CONTINGENCY CLAUSE: Funding for this Agreement, including for
any extension hereof, is contingent on the availability of funds and continued
authorization for program activities and this Agreement and any extension hereof are
subject to amendment or termination due to lack of funds, reduction of funds and/or
change in regulations, upon thirty (30) days prior written notice from the City to
Provider.
23. REAFIRMATION OF REPRESENTATIONS: Provider hereby reaffirms all
of the representations contained in the Solicitation Documents.
24. 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 (including any extension hereof) are of no force or effect.
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25. COUNTERPARTS: This Agreement and any extension hereof may be executed
in three (3) or more counterparts, each of which shall constitute an original but all of
which, when taken together, shall constitute one and the same agreement.
26. SPECIAL INSURANCE AND INDEMNIFICATION RIDER: Please see
attached Insurance Exhibit attached hereto and made a part of this Agreement and any
extension hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officials thereunto duly authorized, this the day and year
above written.
"City"
CITY OF MIAMI, a Florida municipal
ATTEST: corporation
By:
Priscilla A. Thompson, City Clerk Carlos A. Migoya, City Manager
"Provider"
ATTEST: McGladrey & Pullen, LLP
a Florida limited liability partnership
By:
Print Name:
Address:
Print Name:
Title:
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
Julie 0. Bru
City Attorney
Finance Department:
Diana M. Gomez, Director
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Gary Reshefsky
Interim Director
Risk Management
Attachment A Scope of Services
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Attachment B Compensation
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Attachment C Provider's Authorizing Resolution
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Attachment D City's Authorizing Resolution R-10-0340
adopted July 29, 2010, as modified by City Commission,
including the Solicitation Documents
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Attachment E Insurance Exhibit
INSURANCE REQUIREMENTS -PROFESSIONAL SERVICES AGREEMENT
I. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Personal and Adv. Injury $ 1,000,000
Products/Completed Operations $ 1,000,000
B. Endorsements Required
City of Miami included as an Additional Insured
Contingent & Contractual Liability
Premises and Operations Liability
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Owned/Scheduled Autos
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000
B. Endorsements Required
City of Miami included as an Additional Insured
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
IV. Employer's Liability
A. Limits of Liability
$100,000 for bodily injury caused by an accident, each accident
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
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V. Professional Liability/Errors and Omissions Coverage
Combined Single Limit
Each Claim $1,000,000
General Aggregate Limit $1,000,000
Deductible- not to exceed 10%
The above policies shall provide the City of Miami with written notice of
cancellation or material change from the insurer in accordance to policy provisions.
Companies authorized to do business in the State of Florida, with the following
qualifications, shall issue all insurance policies required above:
The company must be rated no less than "A" as to management, and no less
than "Class V" as to Financial Strength, by the latest edition of Best's Insurance
Guide, published by A.M. Best Company, Oldwick, New Jersey, or its
equivalent. All policies and /or certificates of insurance are subject to review and
verification by Risk Management prior to insurance approval.
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Form 1(a)
SERVICES AGREEMENT
OR
PROFESSIONAL SERVICES AGREEMENT
This Ager hent is entered into this day of 2010 (bectve as of
ut7
by and between the City of Miami, a municipal corpg/,e�ltion of the State
of Florida("City") and Ne, ladrev & PullenLLP ("Provider").
RECITAL
A. The City has issued a Req t for Proposals P") fbr the provision of External
f.
Auditing services ("Services") and Provider', ropos Proposal"), in response thereto, has
been selected as the most qualified proposal for th vision
n of the Services. The RFP and the
Proposal are sometimes referred to herein, colle. ly, ne Solicitation Documents, and are by
this reference incorporated into and made a 11of-this Agreer nt.
B. The Commission of the Q.1, y. -of Miami, by Resoleit No. -R- 10-0340, adopted
A
on July 29, 2010, approved the scilec, 11 oT.Provider and authorized City Manager to execute
a contract, under the terms and 40i1fons set forth herein,
NOW, THER Y'J�V-Q
in consideration of the mutual covenants and proAlk
Mes herein
AV
contained, Provider e City agree as follows:
ti
Ali
TERMS
11 RE V ALS:. The recitals are true and correct and are hereby incorporated into and made
a Pali is Agreement.
2. X TERM: The term of this Agreement shall be one (1) year commencing on the
effective to hereof.
3. OPT TO EXTENT): The City Commission at its sole discretion shall have two
f.
(2) option(s) to ex. d the tern hereof for a period of one (1) year each, su to availability
and appropriation of fu s,
4. SCOPE OF SERV E:°
'f p
A. Provider agree o provide the Services as specxcally described, and under the
special terms and conditions set rth in Attachment "AP" hereto, which by this reference is
iiicoiWrated into and made a part of t Agreement
B. Provider represents and ar alli� T o the City that: (i) it possesses all
qualifications, licenses and expertise requ.., under the Solicitation Doclunents for the
psi'
performance of the Services; (ii) it is no.,.delin ent in the payment of any stuns due the City,
d��C"
including payment of permit fees, o ionai tic ses, etc., nor in the performance of any
obligations to the City; (iii) all pew, el assigned to pe rin the Services are and shall be, at all
times during the term her fiill`y qualified and trained to erform the tasks assigned to each;
and (iv) the Services w 1 'r ed in the manner describe Attaclunent "A".
5. CO"MPENSA>
A. The, „mount of compensation payable by the City to Prov r shall be based on the
q
rates and sched ', ' described in Attachment "B" hereto, which by this refe ice is incorporated
into this A a meat; provided, however, that in no event shall the amount compensation
exceed 0 000 in the first year, $ 430,000 in the second year, and $ 43"0,000`;`Xn the third
year the absence of a duly executed amendment to this Agreement, The City shall lave no
I',,ity for payment of any compensation beyond the limitations expressed in this Section.
com:PSA FORM 1 (2) 2
B. Unless otherwise specifically provided in Attaclunent "B", payment shall be rade
wit forty five (45) days after receipt of Provider's invoice, which shall be accoo paned by
sufficier supporting documentation and contain sufficient detail,. to allow a` proper audit of
expenditure hould City require one to be performed. If Provider is entitled to reimbursement
of travel exper '`" s, i.e., Attaclunent "B" inc
compensation], then"" 1k bills for travel expenses
112.061., Florida Statute
ludes travel expelpes as a specific item of
shall be subnv,ed in accordance with Section
6. OWNERSHIP OF DOCUMENTS: E a ";fit for Provider's work, papers or
r
administrative records, which s1 ll remain the pro Mrty of Provider, Provider understands and
y` "S
agrees that any infoinlation, docume report off` ny other material whatsoever which is given by
the City to Provider or which is otherwr tained or prepared by Provider pursuant to or under
the terms of this Agreement is and slid' ` at " times remain the property of the City. Provider
u
agrees not to use any such inflo< ion, docu cnt, report or material for an other u
Y purpose
whatsoever without .the writt.? consent of the Manager, which may be wit1-l-.eld or
:.7
conditioned by the City rr'1 i ole discretion.
7. AUDIT AND . ` ' bECTION RIGHTS:
A. The pity may, at reasonable tunes, and for a' ` 1riod of up to three (3) years
following the d ''of final payment by the City to Provider under tri` Agreement, audit, or cause
to be audite ;,those books and records of Provider which are related tb .Provider's performance
under th' ; greement. Provider agrees to maintain all such books and regords .at its principal
place o business for a period of three (3) years after final payment is 'Alade under this
eeraaent.
com;PSA FORM 1 (2) 3
The City may, at reasonable times during the term hereof, inspect Provider's
facilities an erform such tests, as the City deems reasonably necessary, to deternliie whether
the goods or ser ':ees required to be provided by Provider under this Agreemoh,"E conform to the
terms hereof and/or t i tel7ns of the Solicitation Documents, if applicabId" `Provider shall make
available to the City all re `Qnable facilities and assistance to facilitto the performance of tests
or inspections by City represen fives, All tests and inspections ill be subject to, and made in
accordance with, the applicable pr visions of Chapter 18 i £the Code of the City of Miami,
Florida, as same may be amended or sup'' demented, frofz�ine to time,
8. AWARD OF AGREEMENT: rovideff'tepresents and warrants to the City that it
l: F
has not employed or retained any person or co s' ``'.,any employed by the City to solicit or secure
this Agreement and that it has not offeredt6, day; : aid, or agreed to pay any person any fee,
cofnmission, percentage, brokerage fee, oar gift of any'' nd contingent upon or in connection
with, the award of this Agreement. ✓
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9. PUBLIC RECORDS: Provider understands that t ,' ; public shall have access, at all
r5
reasonable times, to all docullents and information pertaining to ''ty contracts, subject to the
provisions of Chapter I I9e.;horida Statutes, and agrees to allow access U, the City and the public
to all documents subjpot'to disclosure under applicable law. Provider's t, ilure or refusal to
comply with the p bvisions of this section shall result in the immediate ca flation of this
Agreement by t ; City.
10. COMPLIANCE WITH FEDERAL STATE AND LOCAL LAWS: Pfovf
underst that agreements between private entities and local governments are subject to c' ain
y-
laws cl regulations, including laws pertaining to public records, conflict of interest, record.,
coniTSA FORM 1 (2) 4
beeping, etc.\'Iyandovider agree to comply with and observe all applicable laws, codes and
ordinances ae amended from time to time.
11. INDEMON: Provider shall indemnify, defend, save and hold ;haixnless
the City and its officials, in loyees and agents (collectively referred to as "Indoi nlitees") and
each of them fionl and ag ' st all loss, costs, penalties, fines, damages, claims, expenses
(including attorney's fees) or lia ities (collectively referred to as "Liabilities".) by reason of any
injury to or death of any person or d `. age to or destruction or loss of any property arising out of,
resulting from, or in connection with the performance o" f rion-performance of the services
contemplated by this Agreement which is is alleged oto be directly or indirectly caused, in
whole or in part, by any act, 0111iSS10r1, de fa of ,n gligence (whether active or passive) of
Provider or its employees, agents or subcontra.ctr (collectively referred to as "Provider"), (ii)
the failure of the Provider to comply with,,,finy of th paragraphs herein or the failure of the
Provider to conform to statutes, orQiah6es, or other •egulations or requirements of any
governmental authority, federal or st:ic, in connection with performance of this Agreement,
Provider expressly agrees to indefrinify and hold harmless the Iii ninitees, or any of there, from
r
and against all liabilities whigh'inay be asserted by an employee or 4.7ner employee of Provider,
or any of its subcontrayptors, as provided above, for .Which the Pr ider's liability to such
t_
employee or fornler�,&ployee would otherwise be limited to payments Wider state Workers'
Compensation ory�'similar laws. This indemnification provision shall ..ontrol over the
A, .
t'.
Indemnificatrofi provision in the RFP and shall survive the termination or the e �" iration of this
Agreemerl�o'r the limitations period prescribed by Florida law. This Indemnificatro provision
F+✓
shall o 'i&e the Provider to defend (at its own expense) to and through appellate, supe` vIllental
or V401
44ciuptcy proceedings, or to provide for such defense, at the Cit Attorney's option, an� and
FORM 1 (2) 5
all claixx� .; liability and all suits and actions of every name and description covered byt` his
�n
Section 11, i maybe brought against the City whether performed by Provider., a0" persons
employed or utilize, y the Provider.
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12. DEFAULT: rovider fails to comply with any term or conditiQ 1 of this Agreement,
or fails to perform any of% obligations hereunder, then Provider sh:l be in default. Prior to
termination of this Agreements r default, the City shall notify,tfie Provider in writing of its
intent to terminate the Agreement x default, identify the a14 ed deficiencies in performance
giving rise to the intent to terminate, shall give the provider thirty (30) days to cure such
deficiencies, Upon the occurrence of a ftplt here or er the City, in addition to all remedies
available to it by law, may following thirtydays fiom the date of the written notice to
Provider, terminate this Agreement whereupoiT1 ° ayiments, advances, or other compensation
paid by the City to Provider while Piovideii"`Vtras in de'14Vlt shall be immediately returned to the
`%,
City. Provider understands and agrees that termination of 4- Agreement under this section shall
not release Provider from any obly anon accruing prior to 4e effective date of termination,
Should Provider be unable or unwilling to commence to perfozll he Services within the time
provided or contemplated herA ti�en, in addition to the foregoing, Pi I, ider shall be liable to the
City for all expenses ince `r 'd by the City in preparation and negotiatloia ; f this Agreement, as
well as all costs and i✓'' enses incurred by the City in the re-procurel'I'l of the Services,
including consequent' 1 and incidental damages. �.
13. RESOL ON OF CONTRACT DISPUTES: Provider understands and`ees that
r
all disputes b� con Provider and the City based upon an alleged violation of the terms pf this
Agreement ` y the City shall be submitted to the City Manager for his/her resolution, prom to
s,
Provide being entitled to seek judicial relief in connection therewith. In the event that the;
y SA FORM 1 (a) 6
amount of comb, _ sation hereunder exceeds $25,000, the City Manager's decision shall be
approved or disappro". d by the City Commission, Provider shall not be entitled to seek judicial
relief unless: (i) it has st received City Manager's written decision, approved by the City
Commission if the amount ot` pmpensation hereunder exceeds $25,000, or (ii) a period of sixty
(60) days has expired, after Subi
U�tjjng to the City Manager a detailed statement of the dispute,
N
accompanied by all supporting doe ui •nitation (90 days if City Man,49 's decision is subject to
City Commission approval); or (iii) City- s waived compliance. ` ith the procedure set forth in
this section by written instruments, .signed by . e City Manager:,
14, CITY'S TERMINATION RIGHTS:
A. The City shall have the right to tenni,;: to this Agreement, in its sole discretion, at
any time, by giving written notice to Provider, t east h (5) business days prior to the effective
date of such termination, In such event, ihb City shall pay t Provider compensation for services
rendered and expenses incurred prior t9 he effective date of lunation. In no event shall the
City be liable to Provider for any,4d I tional compensation, other - 1v that provided herein, or for
any consequential or incidental , mages.
B. The City sh have the right to terminate this Agreeknt, without notice to
Provider, upon the occu ence of an event of default hereunder which, in the-vopinion of the City
Commission or City anager, is of sufficient gravity that it is necessary to protea the interests of
public health, sa -'ty or general welfare. In such event, the City shall not be obligar d to pay any
amounts to P ,vides and Provider shall reimburse to the City all amounts received wh -., ides
was in de It under this Agreement.
15. SURANCE: Provider shall, at all times during the term hereof, maintain su'll
i�
ii ante coverage as may be required by the City. All such insurance, including renewals, shall
com:PSA FORM 1 (2) 7
be subjec the approval of the City for adequacy of protection and evidence of such coverage
shall be furnis , to the City on Certificates of Insurance indicating such insurance to be in force
and effect and pro ing that it will not be canceled during the performance of t11e;"services under
this contract without' : r ty (30) calendar days prior written notice to tj pity. Completed
Certificates of Insurance all be filed with the City prior to theyei�formance of services
hereunder, provided, however;' slat Provider shall at any time upo zequest file duplicate copies
of the policies of such insurance w the City. ,M
If, in the judgment of the Cit revailing condition`s.:warrant the provision by Provider of
additional liability insurance coverage o coverage vylxall is different ira bind, the City reserves
Al`
t
the right to require the provision by Pro < `ser Of .fin amount of coverage different from the
amounts or kind previously required and j. f ll afford written notice of such change in
/, .
j
requirements thirty (30) days prior to 416 date b: which the requirements shall take effect.
Should the Provider fail or refuse towtisfy the req anent of changed coverage within thirty
(30) days following the City's written notice, this Contra hall be considered terininated on the
date that the required change iyl�policy coverage would other ise take effect. All references to
. N
the City in Section 15 shall ybean the City of Miami Risk Manages ent Administrator.
16. NONDISCRIMINATI®N: Provider represents and wawa s to the City that Provider
does not and will no ngage in discriminatory practices and that thereall be no discrinunation
in connection will Providers performance under this Agreement on accoY;4 t of race, color, sex,
religion, age, , andicap, marital status or national origin. Provider furtllei�;,ovenants that no
otherwise &ualified individual shall, solely by reason of his/her race, color, sept religion, age,
handre j iliarital status or national origin, be excluded from participation in, be deiiiv services,
orttbject to discrimination under any provision of this Agreement.
FORM 1 (2) 8
17. ASST NMENT: This Agreement shall not be assigned by Provider, in whole or in
part, without t'rior written consent of the City Commission, which may be withheld or
conditioned, in the `' y's sole discretion.
18, NOTICES: Al notices or other communications required under tills Agreement shall
be in writing and shall be -keen by hand -delivery or by registered or ceit Pied U.S. Mail, return
receipt requested, addressed t the other party at the address ingd/4 d herein or to such other
address as a party may designate qy notice given as herein 11 VC ided. Notice shall be deemed
given on the day on which personally` olive
z
or the date of actual receipt, whichever is 6q
TO PROVIDER:
19. MIELLANEOUS PROVISIONS:
coniTSA FORM 1 (2) 9
`.
or, if by gtffi on the fifth day after being posted
i I
�I!(O THE CITE:
lana Gomez, Finance Director
mance Department
4;�y of Miami
' 2"a Ave Suite 618
lia ."A. FL 33130
CarlosMigoya; City Manager
Cit of miX 4pu
City
3500 Panrican Drive
Miami, FL Ni"s-33
Julie O. Sru, Cid' W Attorney
City of Miamifii
Office of the City A> orney
444 SSV 2"a Ave, 901 ? Qor
Miami, FL 33130
A. � , 's Agreement shall be construed and enforced according to the l ' N of the State
of Florida, Venue i . ny civil action between the parties shall be in Mianni-Dade bounty, Florida.
In ordei'39 expedite the resolution or conclusion of any c it action between the
parties, the parties voluntaj.�y and knowingly waive their right to der�fi�nd a jury trial or to file a
permissive counterclaim .in any=}fiction between thein.
y.
x
D. Title and paragraph, dings are for conveniernt"' eference and are not a part of this
1.
Agreement.
C. No waiver or breach of any3 rovision 9, this Agreement shall constitute a waiver
of any subsequent breach of the same or ai xotwor provision hereof, and no waiver shall be
effective unless made in writing,
D. Should any provision, paragraph, se4ezncc, word or phrase contained in this
Agreement be determined by a court off I oinpetent jurisdidtpn to be invalid, illegal or otherwise
unenforceable under the laws of th ` State of Florida or tho,,City of Miami, such provision,
paragraph, sentence, word or phrob shall be deemed modified to the extent necessary in order to
conform with such laws, or if �bt modifiable, then same shall be deeniod severable, and in either
1,.
�
event, the remaining terms id provisions of this Agreement shall rernarn mnodifred and in full
force and effect or limitation of its use.
C. This &reement constitutes the sole and entire agreement beiW, en the parties
hereto. No modif , ion or amendment hereto shall be valid unless in writing and" ecuted by
properly author'I'ed representatives of the parties hereto. .
20. SUC,'SSUI2S AND ASSIGNS: This Agreement shall be binding upon the parties
hereto, tl eirs, executors, legal representatives, successors, or assigns.
9 U!
Sfy,L:
�.i
i
", SA FORM 1 (2) 10
21. INDEPEND , T CONTRACTOR: Provider has been procured and is being
engaged to provide ser .?� s to the City as an independent contractor, ails not as an agent or
�r
employee of the City. Ace ' ingly, Provider shall not attain, nor be,46ltitled to, any rights or
benefits under the Civil Service or Pension Ordinances of the 9ity, nor any rights generally
afforded classified or unclassifiec>ii7ployees. Provider itiller understands that Florida
At
Workers' Compensation benefits availably to employees of e City are not available to Provider,
and agrees to provide workers' compensatit,'i�; insurancy'for any employee or agent of Provider
rendering services to the City under this Agieem 1"
22. CONTINGENCY CLAUSE: Fu:iicl._N for this Agreement is contingent on the
availability of hinds and continued authorizton for ' Lg-am activities and the Agreement is
subject to amendment or termination due lack of funds,IFeduction of funds and/or change in
A.
regulations, upon thirty (30) days notice;
23. REAFIRMATION OF REPRESENTATIONS: ProvrdiiOiereby reaffirms all of the
I A
representations contained in the icitation Documents.
24. ENTIRE AGREEMENT: This instrument and its attachments 4. nstitute the sole and
only agreement of the part6s relating to the subject matter hereof and c6. etly set forth the
rights, duties, and obligations of each to the other as of its date. Any prior agreei t i1ts, promises,
negotiations, or representations not expressly set forth in this Agreement :are of no f6 - e or effect.
25. COUNTE ARTS: This Agreement may be executed in two or more co rparts,
each of which sllllcons titute an original but all of which, when taken together, shall co'rgtitute
one and the saifie�agreement.
26. ENDMENT: The City Manager .shall have the sole authority to amend this
agreemei ,:' der the conditions set forth in the Resolution.
wj
comps RM 1 (2) l l
27.
applicable:
IN WITNESS WA.
executed by their respective
written.
ATTEST:
, the parties hereto have
s thereunto duly authorize
: Please initial if
iiusod this instrument to be
this the day and year above
a municipal
Y. k.
Priscilla A. Thompson, City Cleric Ca405 A. Migoya, City Manager
"Provides."
ATTEST:
a orporation
f �+,
2 By
Print Name: Print Name:
Title: Corporate Secreta Title President
APPROVED AS TOORM AND APPROVED AS TO INSURANCE
CORRECTNESS REQUIREMENTS:
Julie O. Bru LeeAnn Brehm
City Attorn Administrator
Risk Management
coniTSA FORM 1 (2) 12
3. Speoitications
3. 1, SPJ1CiYICATJONS/SCOP)✓ OF WORM
3,1 Background inrormatlon
/l4a •..2 -F-,5-
The
F-, -
The City of Miami, Florida (hcreinafter referred to as the "City") is soliciting Proposals from qualified and
experienced independent Ceitified Public Accountants (CPA's) and/or firms licensed to practico in the State
of Florida for• the purpose of providing an antluni examination of its financial statements and records. The
audit shall be conducted for thepurpoee of formulating an opinion of the basic financial statements taken as
'-'-"' a'Wli2sli:'diTd"foydet�r�lilsc'W71`eflYel"operations'Jraa�>;-bnen condueted-in-a•ccorE�`•t��itlr•lcgal-arrd•reguiatory--•----•--•_-�..-•--___.._
requirements.
The City of Miami was incorporated July 28th, 1896,and has a population of approximately 404,000, The
City is situated at the mouth of the MJaniJ River where it is a main.port of enoy into Florida and the county
seat forh4iami-Dade County, Florida, The City oomprises 34.3 square miles of land and 19.5 square miles
" of water; -The City Charter was -adopted by -the -electors of •the•City•of Miami at an•electiOil held on May.
J 7th, 192J and was legalized and validated by Chapter 9024 of the lauds of the State of Florida of 1921,
During fiscal year 1997, the residents of the City voted on a referendum that created single -member
districts and an PAeoutive Mayor form ofgovernment, The City Commission governs and legislates'the
City of 1vliami. It has five inombers elected on a district basis for a four-year term. The policy decisions
made by the Commissioners are implemented by the City Manager, The City Manager is appointed by the
Mayor and confirmed by the Commission, Tile Manager is the head of the administrative branch of City
government and is responsible to the Mayor for the proper administration of all City affairs, (Ploase refor
to Attaehrnent A for the Cit3�'s organizatieual chart and keypersannel.)
The City provides the following services as authorized by its Charter; public safety, public works,
community development, economic developineilt, planning and zoning, building inspoctions, sanitation,
parks and recreation, cultural enrichment, public improvements, and general administrative services, The
City Vorganized into 35 departments and agencies for the provision of the same, The accounting and
financial reporting funotions of the City are -centralized within the finance Department which is headed by
Diana M, Gomez, Finance Director and consists of 67 employees,
More•detalled information oil the City's government and its finances can be found at city's website at
wwwiinia1nigov.coni, Concerning the same, a copy of the City's Comprehensive Annual Financial Deport
(CAFR) for the yen' ended September 3.0, 2009, the Management Letter and City's responses for the year
elided September 30, 2008, the Single Audit Report for the year ended Septi5mber30, 2008, and the City's
approved budget for the year ending September 30,.2010, may be. found at the City's website at
wvN,.Miantigov,com,
The City administers a combined operating budget of approximately $513,800,000, As of September 30,
2009, the City's total payroll is 5464,302,733 and covers approximately 3,800 employees.
The City of Miami sponsors the following separate single -employer defined benarif.pension plans under
the administration and management of separate Boards of Trustees: the City of Miami Fire Fighters' and
Police Officers' Retirement Trust (FIPO), theUty of Miami Generat Employees' and SanitstiDn
Employees' Retirement Trust (GDSB) and Other Managed Trusts, and the City of Miami Elected Officers'
Retirement Trust (BORT), The financial statements for the diese.pension plans are prepared using the
aeoruill b11515 Df accounting, These plans are reported as pension trust funds in the City's financial
statements, and none of them reported in the'City's CAFR, is audited as pert.of this engagement,
The GovernmemtFivance Officers Association (GFOA) awn•ded a Certificate of Achievement for
Exoellence in Fivaneial Reporting to the City for its CAFR for the fiscal ,year ended September 30, 2008.
In order to be awarded a Certificate of Achievement, a government must publish au easily readable and
efficiently organized CAFR. This report satisfied both generally accepted accounting principles and
applicable legal requirements, The City expects to apply to the GFOA for this certificate for each and
every-yearveoverod under°this agreement,
3.2 Fond Structure
The accounts of the City are organized and operated on :the basis of funds, The City uses the following
fund types and account groups in its Internal financial repotting:
General Fund
Special Revenue Funds (25)
Debt Service Funds (3)
Capital project Fund (1'))
Trust and Agency Funds (5)
Account Groups (2)
Implementation of the Governmental Standard Board Statement (GASB) Npmbar 34 bas eliminated some
of the abovementioned funds and has resulted in a change of classification of same of the others for
external financial rcporti»Rpurposes,�
The fuiancial statements of tile City include those of the printer,, governinent,and those of its component
units, The City currently has six blended component units and six discretely presented component units.
None ofthe component units reported in the City's CAFR is audited as part of this engagement,
The City Commission annually adopts an operating budget ordinance for all governmental funds of the
"City;* e ice• t •fof the'Ca 'ital Prdeot's Fund's. Thd CA Ul P'ro ebts Funds ai'e bud eted 'o'n d Idtal i•o 6dit'
tJ'; i p p J 1� j g p J
basis for which annual budgets are not -available, For governmental funds, budgets are prepared on a basis
consistent with accounting principles gonerally•accgted in the United States of America,
3,3 Accounting Systems/Software
The City of Miami implemented the Oracle E -Business Suite 1.11) nterprise Resource System (F)ZP) on
October 1, 2006, Specific modules included in the implementation were as follows:
General Ledger
Accounts Payable
Nixed Assets
Accounts Receivable
Projects and Grants
- iReeeivable5
Cash.Management
Ixpense
- iProcurement
iSupplier
Sourcing
Procurement Contracts
Additionally, on June 21,.2009, the City impleinentod the following three (3) modules;
Human Resources
Payroll
Benefits
With the implementation of the new ERP system, the City changed its chart of accounts, The. new chart of
accounts was developed consistent with world class beat practices as well as the State of Florida's Uniform
Accounting System Chart of Accounts. The Ciir's new chart includes the following segments: the Fund,
the Organization (Cost Center), tile. Object (Accourit).and two future use segments (.Future 1, Futuie2),
3.4 Pariormauce itequirements/Scope ofd§'ork
A. The audit shall be performed in compliance with the.foliow in.- requirements:
1) Chapter 2T S.39 and any other applicable Florida Statutes,
2) Regulations of the State of Florida Department of }3anlnng and Finance,
3) Rules of the Auditor General, State of Florida, Chapter 10.550 (Local Government Audits) mild
Chapter 10-600 (Audits of State Grants and Aids Appropriations under Section 2.75.97 Florida
Stapttes), '
4) Audits of State and Local Govornmenj Units, issued by the American Institute of Certified
Public Accountants,
i
i
5) OMB Circular A-133. Andits af.States LQeai Governments, and Non•Pmht organizations,
Office of Management and audget,
6) United States Single Audit Act 0984),
7) United States Siugle Audit Act (Amendments, 1996),
9) State of Florida Single Audit Act,
9) Statements on Auditing Standards (GRAS),
10) 4overnmentAuditing Standards, issued by the Comptroller Genera) of the United States,
11) Generally accepted governmental accounting standards,
12) State ofFlorldn Auditor General Selection Guidelines.(2007) prepared by the AuditorSe)eetion
Task, Force,
13) Any other applicable federal, state, local regulations orprofessicnal guidelines riot specifically
listed above aswell as any additional requirements which may be adopted by these organizations in the
future.
B. The City's Audit Advisory Committee shall maintain in liaison with the auditor including, but not
limitcd:to, the monitoring of the auditor's work progress:and file review of preliminary and final reports as
codified in Section 2-950(4) of file City Code,
C. The -auditor shall w:press an opinion on the fair presentation of its basic financial statements in
conformity with applicable, generally accepted accounting principles, The auditor, shall provide an
in -relation opinion on the combining and individual fund statements, The auditor shall not be required to
audit the requiredsupplementaty information or the statistical sections contained in the CAFR,
D, The audit shall be an annual audit as.dcfined in Sections 11.45 (1) (a) and (c), Florida Statures, and
shall be conducted in accordance wit) generally accepted auditing standards as well as the standards Iisted
above,
E, A Single Audit in •accordance with the Federal and State Single -Audit Acts and related professional
guidance shall be conducted as required, The auditor shall provide the City with any required letters and
schedules related to this audit,
P. The audit shall also include a review of the financial report provided to the Department of Banking and
Finance to assureconsistency with the CAPR,
0. A final and complete opinion letter on the financial statements taken as.a whole as well as any
additional letters required by file United States or State of Florida Single Audit Act shall be delivered to the
City no later than March 15th following the and of the fiscal year under audit. These letters shall be
included in the CAFR by the City,
H. No later than March 30th following the end of the fiscal yearunder audit, the auditor shall submit a full
and compiete management letter which shall identify any nranagementwealcnesses observed, assess their
effect on the financial management and propose steps to correct or eliminate those wee messes. It is the
City's intent that all fieldworl-related to Hie audit shall be completed by February 15th following the and of
the fiscal year under audit.
I. At the expense of the City, the auditor agrees to have the audited financial statements of the second. year
of the contract term submitted as part of their annual peer review program, Additionally, the City resea-ves
the right to request that the audited financial statements of any of the four(4) optional extensions of
contract years also'be submitted for peer review. The results pf these peer reviews shall be communicated
back to the City no later than ten (10) business days thereafter receipt of the completed the review process.
1. The auditor shall provide the City Nvith sufficient letterhead to print 100 original copies of all required
I etters for the CAM.
K. The partner in charge ofthe audit and the audit manager, or other CPA, assigned .to the audit, shall
agree to communicate with City Manager or designee, the Audit Advisory Coriniiittee., lbe7;iria 6e
Committee or the City Commission, as deemed necessary.
L. The auditor shall assist the City in preparing the CAFR, The City, shall retain ultimate responsibility
for preparation of this document; however, the auditor shall provide the followingassistance;
a, proofreading of the entire document;
b, vorification of the implemat) tation of recommended improvements from the prior yea r's submission
to the G.FOA under the Certificate of Aehlovenientprogram;
c, review of the applications for Ilia annual Certificate of Achievement for LtxcolIonce in Financial
Reporting;
d, verification of the implementation of new accounting standards and pronounownents; and,
e, overall review including Itryaui, defiQrr, and suggested improvements,
h4. Timeliness is critionl:in tlreperformagee of tate audit, The auditor shall coordinate with the Finance
Director and endeavor to accomplish the audit in a phased approach throughout the year ill order to reduce
-• - • - • -• - =• -• • •
the•ycar-enol worleload on :both -the audit fiirin and -the Gity staff Tho City-shall••nlake•neoessaryreeords - -•• - • •-- --••• - __.. .._
available to the auditor through the year to assist in this regard. In addition, the City shall make
end -of year records available to the auditor on or before November 15Th after tile and of the fiscal year
under audit,
N. The andi torshail report to the City, at toast weekly, the status of any potential audit adjustments so that
_ tlre•City rnayhave •adequate• opportunity -to investigate; gathertiufarmation and7esporrd •if trvac sary.-Final —• _ _. ... ....
audit adjustments shall be submitted to the City, no later then February ISth following the end of 1110 fiscal
year under audit,
d, The City ntay+ issue one or more official statements for tile sale of bonds during the term ofthe
Contract, The official statement will contain the general-purpose finamoial statements or an extraction from
the CAFR. The auditorshall be required to issue, upon request, "comfort letters" and other documents
neeessary.to issue the •bonds. Unless significant additional staff time is reo,uired.of the auditor, fees for
such requests made by the City of Miami shall be included in the baae.f ee submitted by the Proposer.
P. The workpapers are the property of the auditors and shall be locally for a period of five (5) years,
Workpapers shall be available for examination or duplioation without charge to authorized City personnel
and representatives of Federal or State Agencies upon request of that Agency or the City oflviianii in
accordance with Federal law, State law.and other regulations, V,+orking papers shall also be made
available for examination, at no charge, onduplication, at a reasonable charge, to subsequent auditors
engaged by the City,
Q. The auditors shall notify the City immediately if any regulatory or government: agency requests a
review•of the audit worltpapers concerning the City or any other government olient audited by the audit
firm,
R; The auditor shall notify the City immediately should any disciplinary actions be taken or ootnplaints
filed with any regulatory.bodies against any of the firm's staff or the firm itself,
S. Tile auditor shall designate two (2) "key" mernbers of the audit team, The City shall reserve the right to
approve any substitutions or changes in those audit team members designated as "key
T. The auditor shall provide the City with a copy of each external quality control review (peer review)
conducted during the tune period engaged by the City, In the event that a firm has been formed so recently
that no peer reviews have been undertaken, the Proposer shrill statetbe seine in the resporrse to the RFP, if
available, the Proposer may submit peer reviews from any predecessor firms, however, a newly formed
firm will not be elnninated hrorn the proposal process simply because no peer reviews have boon conducted
In the now firm's name.
U. The City implemented GASB .No, 34 for the ftscal,year ended September 30, 2002, The City shall
regaIre':the auditor's assistance to ootrmly with these reporting requirements, The auditor will be required
to'provide technical advice and reasonable assistance upon requested as part of the contract.
V. The firm shall agree to use City staffin preparation ofsupportingschedules., reconciliations and
document retrievals, In this regard, priorplanning and explicit. instruction shall be paramount for timely
performance, The auditor shall provide the City with a list of all schedules for preparation by the City,
The Finance Department staff shall be:avaiiable during the audit•toprovide information, documentation mud
clarification to the auditors.
W, The Successful Proposer sboll be required to provide additional services, not specifically addressed
above and, if approved by the City, to other City departments, agencies, boards, ttvsts, etc., which nlay,
from time to time, require auditing services, Sen+ices may be contracted with that entity(s) at the tilne of
need and a separate contraotmaybe executed for provision of the same. The Successful Proposer isnot
guaranteed tite provision of any additional services as each such individual entity reserves the right to
secure external auditing services from otherproviders or from sub -consultants of the Successful Proposer
as it cleems fit and in its best interest,
The City reserves the right to add, delete and/or modify services provided under the Scope of Work
when it m.requires and at any time throughout the duration of this contract,
3.5 Pees for Services
Proposor shall submit a flat fee proposal for the whole of the five (5)year term of the contract, Significant
erste» uai:iBg'cir0tihretoritieB F,'iAy Md6Cit$rfiit7l6terTi41iTig VdlfetlSi;t efi$r'adjli§tnierit's9lbiiJd iii
made to the proposed rates for future years.
The fee proposal fm• the initial year(Year 1) shall also provide a breakdown which differentiates the
start-up costs associated with the engagement, additional costs associated with the initial Year 1 audit
and the total fee proposed for tlraf year of the engagement,
Additional]),, Proposer shail provide a fee schedule for the complete audit and a one (1.) singular hourly
rate to be used for any additional work, which may be requested by .the City and which is outside the scope
of the contract, Proposer shall discuss any additional services, and fees for the same, ulhioh Proposer can
provide and which are notspecifically listed within this UP,
FAI.LURR TO SUBMJT A PEE PROPOSAL.AS REQU MED AND IN Tii;; FORIjAT DBSCPJB D
ABOVE SHALL DISQUALIFY PROPOSER FROM CONSIDERATION,
Subject to negotiation, a progress payment not to exceed 75% of the total fee maybe made upon request of
the Successful Proposer and completion of the audit fieldwork. Final payment shall be noade upon request
by the Successful Proposer and receipt and acceptance of the final audit report by the City Manager,
3.6 Information to be Provided to Successful Proposer by the City
The City will provide, at a minimum, the followin; information to assist the auditor in performing the
annual audit:
1. General Ledger/ Trial Balance printout as of Septemfier 30th and any other time periods requested by
theauditor;
2. Statements ofRmnues, Expenditures, Estimated vs, Actual Revenues, and Fxpenditures vs,
Appropriations as of September 30th and any other time•periods requested by auditor;
3, various schedules and worksheets designed to assist and provide backup information to the auditor;
d, the City will prepare con rmadon letters for the auditor;
5, the City will prepare and print the financial statements; and
6, other information requested by the auditor and mutually agreed upon by the Finance Director,
tl //
47 /4)111
7
.x,,(/
Fees for Seri,ws;�
L t
! y
Our en agem.ni.,00ts r flacf and,,lno the_audjf,pacflves_a !�1
McGladrey's:poliny:is;tthat are h1 T"! 0mpetitive but that will enable us to
respondto ;'your.nesdsiand;prcuide theUltty of service thpt farganization the size and complexity of
the:City reouires..In,generaL ourfess,are � sed on theerperienoe of the individuals assigned,
Our -fees. reflect,ra ,substantial •investment y. McGlad", and demonstrate our sincere interest in
contNbuting,laft,Cify's long, form- success,
;L x 12
Our proposed all inclusive fees for the fiscal yea ;wQ :khrougudits are as follows:
Price for fiscal year 20110
Start-up Costs
Additional Costs Assooiated 0ih`Year 1,
Audit Engagement l=ees'. x+79.000
479,000
Less Courtesy DIsc 4!k _- (49,000)
Total .Net Price for EJOdI Year 2010 ?P 4 30.000
Price for Fisoal ,Y%ar 2011
Price for i i I'1 ear 2012 $ 4� 6b0
r •'
i
The act reps bliled in each year above will not exceed the amounts :noted above u6�l ess unanticipated
chm. -;jh the scope of our work are required due to ,(i) .a change in the .operating si?e of the City, (li) a
chap ,'In applicable laws, regulations or generally accepted auditing standards as app l' d.Jn the United
St (III) new accounting standards are Issued that have a significant effect on the City and/or (iv) the
i mplete or untimely receipt by us of the information on the client participation list v,thich,:ggnificantly
r.ects our ability to.perform our audit procedures on a timely and efficient basis,
Form [(a)
SERVICES AGREEMENT
OR
PROFESSIONAL SERVICES AGREEMENT
This Ah.eernent is entered into this . day of , 29110 (but effective as of
by and between the City of Miami, a muni Zpalcorporation of the State
of Florida ("City") anc� Jc0ladrey & Pullen. LLP_ ("Providers).
A. The City has issued 1
1 �c
z
Auditing services ("Services") and Pro
been selected as the most qualified prop
Proposal are sometimes referred to h 411
for PPf'oposals ("RFP") for the provision of External
proposal ("Proposal''), in response thereto, has
br, the provision of the Services. The RFP and the
lectrte�y, as the Solicitation Documents, and are by
this reference incorporated iZon
�d made a pari of thib:`A,, ent,
B. The Coznmi of the Cit Y,
of Miami, fib �.-�:klesolution No.
y�
adopted on, ul 22. 20 ,approved the selection of Provide atauthorizec
execute a contract,,, nder the terms and conditions set forth herein. a
the City Manager to
NO'N, THEREFORE, in consideration of the mutual covenant�'gnd promises herein
cont aii:/d,Provider and the City agree as follows;
j// TERMS
I. RECITALS: The recitals are true and correct and are hereby incorporated
a part of this Agreement.
made
2.%.TERM: The ferin of this Agreement shall be one (1) year commencing on
effects ate hereof, /
3. O1' . , N TO EXTEND: The City Manager shall have two (2) option(s) to extend the
term hereof f�%-iod of one:(1) year each, subject to availability and appropr' tion of funds.
4, SCOPE OFICE:
A. Provider U41t% es to provide the Services as speed?call described, and under the
special terms and conditlon yet forth in Attachment "zieCity
" o, which by this reference is
incorporated into and made a par�.'.gf this Agreement,
S. .Provider represent 4"-, d warrants to that: (i) it possesses all
qualifications, licenses and expertise', aired der the Solicitation Documents for the
performance of the Services; .(ii) it is not i rquent in the payment of.gray sums due the City,
including payment of permit fees, occu tion �;rlicenses, etc,, nor in the performance of any
obligations to the City; (iii) all perso..gel assigned'to:perform the Services are and shall be, at.all
times during the term hereof, fu 1 qualified and train"Id.to perform. the :tasks assigned to each;
and .(iv) the Services will be erformed in the ztianner desc"rabed in Attachment "A",
r
S. COMPENSAW N:
A. Tlie fnount of compensation payable by the City to v,Pzovider shall be based on the
rates and sclred .'les described in Attaclvnent "B" hereto, which by tlais�teference is incorporated
into this • reement; provided, however, that in no event shall the a46lit of compensation
exceed - 43.0-00000 annually for .a total contract amount not to exceed $1.2,90 000 00. In the
7ayimient
]are of a duly executed amendment to this Agreement, The City shall have:'ny liability for
of any compensation beyond the limitations expressed in this Section. �.•
r:RFP 209202 PSA.doc 2
B% Unless otherwise specifically provided in Attachment "B", payment shall be 1 Made
within forty 3, a (45) days after .receipt of Provider's invoice, which shall be .accom hied by
suff cient supportll docurnentation and contain sufficient detail, to allow a pro, er audit of
expenditures, should Cit$? Ixegmre one to be performed, If Provider is entitled to reimbursement
of travel expenses, i.e,, Atachrnent "B" includes travel expenses as specific item of
compensation), then all bills fol t ayel expenses shall be submitted in aeordance with Section
112,061, Florida Statutes. >' ;
6. OWNERSHTP OF.DOCUMENU;
administrative records, which shall remainl',:
agrees that any information, document, report or
the City to Provider or which is otherwise obtail
the terms of this Agreement is and shall at al t
agrees not to use any .such information, docur
Except fo Provider's work papers or
es
wbatsoever without the written col ent of the City
conditioned by the City in Its so] iscretion,
7. AUDIT AND INSP TION RIGHTS:
Provider, Provider understands and
material whatsoever which is given by
)aced by Provider pursuant to or wider
I -in the property of the City, Provider
�rh`Ql material for any other purpose
X
Ianag which may be withheld or
A. The Cite niay, at reasonable .times, and for a period of u to three (3) years
following the date final payment by the City to Provider under this Agreernez t, audit, or cause
to be audited those books and records Ids of Provider which are related to Plos Iden � perforinance
under thi /eement, Provider agrees to maintain all such books and records at it . rind al
p p
placgY .of business for a period of three _(3) years after final payment is made utterer this
Agreement,
r:REP 209202 RSA.doc
The City .may, at reasonable times during the term 1lereof, inspect Provider's
facilities an;dorm .such tests, as the City deems reasonably necessary, to determine whet
� °I,
the goods or ser e% -a required to be provided by Provider under this Agreement confor a the
terms hereof and/or ihLL'�f rnas of the Solicitation Documents, if applicable. Provider Hall make
'faS
available to the City all re pliable facilities and assistance to facilitate the per mance of tests
Y�g
or inspections by City represeI 4"ttves. All tests and inspections shall be su ect to, and made in
accordance with, the applicable pir visions of Chapter 1.8 of the Cod of the City of Miami,
Florida, as same may be ainended or sup'jV' p anted, from time to ti
,1
$. AWARD OF AGREEMENT 4�tgvider represen and wat7ants to the City that it
has not employed or retained any person or coi anyens ,Dyed by the City to solicit or secure
this Agreement and that it has not offered to pay, d, or agreed to pay any person any fee,
commission, percentage, brokerage fee, or gift of any ,' nd contingent upon or in connection
with, the award of this Agreement./ernuntde
9. PUBLIC RECORDS; Prstands thatlje public shall have access, at all
reasonable tines, to all documentsZutes,
n pertaining to'ity contracts, subject to the
,k
provisions of Chapter 119, Florid and agrees to allow access<;by the City and the public
7
to all documents subject to . zsclosure under applicable law, Provider" ..$ ;failure or refusal to
comply with the provisi is of this section shall result .in the immediate 44oellation of this
Agreement by the Cit .
10, COMPIeIANCE WITH FEDERAL STATE AND LOCAL LAWS; PrQvder
understand that agreements between private entities and local goveriunents are subject tQ certain
laws O d regulations, including laws pertaining to public records, conflict of interest, record
r:RFP 20.9202 PSA.doe 4
keeping, 411, City and Provider agree to comply with and observe all applicable laws, codes and
x�
ordinaizces as _ may be amended from time to time.
I.I. INDEMNI '
CATION, Provider shall indemnify, defend, save and hold h. -mless
the City and its official , employees and agents (collectively referred to as "Indent Mees") and
each of them from -and t,"gainst all loss, costs, penalties, fines, damages, cl ME, expenses
(including attorney's fees) or � abilities (collectively referred to as "Liabilities' by reason ofany
�.
injury to or death of any person `o :lan�age to or destruction or loss of any roperty arising out of,
ti-`
resulting Prow, or in connection wi (i) the performan/beirectly
rforrnance of the services
contemplated by this Agreement which:js or is alleged or indirectly caused, in
swhole or in part, by any act, omission, 'ault or negether active or passive) of
Provider.or its employees, agents or subcontr'tytors (co lectively referred to as "Provider"), (ii)
the failure of the Provider to comply with any e .paragraphs herein or the failure of the
Provider to conform to statutes, ordinances, or"• tber regulations or requirements of any
Vii;,;, .
governmental authority, federal or state, in onnection VII the performance of this Agreement.
Provider expressly agrees to indezmniand hold harmless to Indemnitees, or any of tlaezxz, frozxz
and _against all liabilities which zxz 1 be asserted by an employs pr former employee of Provider,
or any of its subcontractor , as provided .above, for which tle.,Provider's' liability to such
employee or former en oyee would otherwise be limited to payz hits under :state Workers'
Compensation or imilar laws, This indemnification provision shall control over the
IndemnificZoo,
z provision in the RFP and shall survive the termination o Agtlie expiration of this
It
AgreZligate
the limitations period prescribed by Florida Iaw. This Indezncation provision
shall the Provider to defend (at its own expense) to and through appell€asupplemental
pr bankruptcy proceedings, or to provide for such defense at the Cit Attorney's `+ `
b pof trpn, any and
r;RPP 209202 PSA.doc
5 -
all claims '-,liability and all suits mid actions of every .name and description covered by this
Section 11, w ' lz may be brought against the City whether .performed .by Provider, or per ons
:..
employed or utiliz .'L by the Provider.
72. DEFAULT; 1 : provider fails to comply with any term or condition of thi Agreement,
4y
or fails to perform any of�"t5 obligations hereunder, then Provider shall be i default. Prior to
termination of this .Agreeme .`dor default, the City shall notify the Provider in writing of its
intent to terminate the Agreeme.or default, identify the allegedJyulei eneies in performance
Y ( P .
giving rise to the intent to terminate, aid shall .give the Prov.i . er thirty (30) days to cure such
deficiencies, Upon the occurrence of a kefaul.t hereunde he City, in addition to all remedies
t..
available to it by law, may following thirty'0) d }s from the .date of the written notice to
Provider, terminate this Agreement whereupon i : payments, advances., or other compensation
paid by the City to .Provider while Provider as in '" fault shall be immediately returned to the
City, Provider understands and agrees t aat termination o Vthis Agreement under this section shall
not release Provider from any obti,gation accruing priori tyle effective date of termination.
.q
Should .Provider be unable or tnwilling to commence to pexfftj the Services within the time
provided or contemplated Zerfc"�in, then, in addition to the foregoing, ';rQvider shall be liable to the
City .far all expenses 'nourred by the City in .preparation and negotiatk4 of this Agreement, .as
well as all cost and expenses incurred by the City .in the re-pxocuxempilt of the Services,
includiZSC
sequential and incidental damages,'
13. LUTION OF CONTRACT DISPUTES.: Provider understands ^' gid agrees that
all„elisputes between Provider and the City based .upon an alleged violation of the' 's of this
FIip,.
Agreement by the City shall be submitted to the City Manager for his/bei• :resolution;';; ;rior to
Provider being entitled to seek judicial relief in connection therewith. In the event thk. the
r:RFP N920211SA.doo .6
amount of com pensation hereunder exceeds $25,000, the City Manager's decision shall b0`
i'
approved or disapp7 ed by the City Commission, Provider shall not be entitled.to seek julfcial
relief unless, (i) it has rst received City Manager's written decision, approved by he City
Commission if the amount ofpompensation hereunder exceeds $25,000, or (ii) a pe/od of sixty
(60) days has expired, after subn'tt ng to the City Manager a detailed statem zit of the dispute,
accompanied by all supporting doth- 0tation (90 days if City Managerdecision is subject to
City Commission approval); or (iii) Cit)N 4s waived compliance wit the procedure set forth in
t:::
this section by written instruments, signed by 11 City Manager•
14, CITY'S TERIYIINATION RIGHTS , .
A. The City shall have the right to terminad' , his Agreement, in its sole discretion, at
any time, by giving written notice to Provider at le t five"q5) business days prior to the effective
�i
date of such termination, In such event, the Ci, shall pay to`Va:Qvider compensation for services
rendered and expenses incurred prior to th effective date of tez>mat! on. In no event shall the
City be liable to Provider for any addit', nal compensation, other thai (l at provided herein, or for
any consequential or incidental da -ages• ;
B. The City shall ave the right to terminate this Agreemewithout notice to
k•?w
Provider, upon the occurr ee of an event of default hereunder which, in the op> ion of the City
Commission or City anager, is of sufficient gravity that it is necessary to protect Of
of
public health, sa ty or general welfare, In such event, the City shall not be obligated t. pay any
amounts to •ovider and Provider shall reimburse to the City all amounts received while Pi'q ider
was in fault under this Agreement,
15 INSURANCE: Provider shall, at all times during the term. hereof, maintain such
i
insurance coverage as may be. required by the City, All such insurance, including renewals, shall
r:RFP 209202 PSA.doc 7
be subject to tl ';approval of the City for adequacy of protection and evidence of such coverage
shall be furnished „the City on Certificates of Insurance indicating such insurance to be in foxed
,L y
and effect and providi"' that it will not be canceled during the performance of the services tfn er
this contract without thi '_.. (30) calendar days prior written notice to the City. ompleted
Certificates of .hlsurance silk be filed with the City prior. to the performan of. services
r
hereunder, provided, however, th`:' ; Provider shall at an time upon request fi .d du lica e
A Y p g p t copies
of the :policies of such insurance with lie City.
If, in the judgment of the City, p varling conditions warrant t i provision by Provider of
additional liability insurance coverage or cduerage which is z0f
, exit in kind, the City reserves
the right to .require the provision by Provide'. of an aZwAritterx
coverage different from the
amounts or kind previously required and shalt : affo
p ) q notice of such change in
requirements thirty (30) days prior to the date or '� !hich the requirements shall take effect,
Should the Provider fail or refuse to satisfy th .requirement of changed coverage within thirty
(30) days following the City's written notic , this Contractµ40.11 be considered terminated .on the,
4,q
date that the required change in policy overage would afibexv%YSe take effect, All references to
the City in Section 15 shall mean t . City of Miami Risk Manage lkilt Administrator.
1.6. * NONDISCRIAIINAT N: Provider represents and warrants!;tc� the City that Provider
does not and will not en /ein discriminatory practices and that there sha l -be no discrimination
in connection wit/dic^ap,
-eider's performance under this Agreement on acoount`Rf race, color, sex,
reli/marital
marital status or national origin, Provider further co �t arats that no
othd individual shall, solely by reason cif his/her race, color, sex, religion, age,
hanstatus or national origin, be excluded from participation in, be deniedservices,
or crimination under any provision of this Agreezxrent,
r:RFP 209202 PSA,dm, $
17. ASSl(§:NMENT: This Agreement shall not be assigned by Provider, in whole or in
fy1
part, without fhe jg-lor written consent of the City Commission, which may be withheld oy
f
conditioned, in the Cily;. sole discretion, • ;
18. NOTIM:. All ,a pti.ces or other communications required under this Agrees aent shall
be in writing and shall be gi i , by hand -delivery or by rogistered or• certified U. .. Mail, .return
receipt requested, addressed to te;<<other party at the address indicated betel, or to such other
address as a party may designate b'liptice given as herein /,ovidedLice shall be deemed
given on the day on which personally ddj1 ,pred; or, if by .maiday after being posted
or the date of actual receipt, whichever is ea'ai' r,
TO PROVIDER: TOT CITE.':
19.
W
of
rA� a irpttlez, Finance Director
•ance Department
Ci of Miami
444 2°d Ave Suite 618
Miamxi �,L 33130
Carlos A.''11 Wya, City Manner
City of Miati,
3x00 Pan Axxre�can Drive
Miami, FL 33. 3.
Julie O. Bru, City A Corney
City of Miami
Office of the City Atimey
444 SW 2°d Ave, 9" l+ld'or'.
Miami, FL 3313Q
SCELLANEOUS PROVISIONS:
This Agreement shall be construed and enforced according to the laws of tha State
Venue in any civil action between the parties shall be in Miami -lade County, Florida.
r:RPP 209202 PSA,doo 9
L
�1
11 order to expedite the resolution or conclusion of any civil action between the
parties, the part "` ..voluntarily and knowingly waive their right to demand a jury trial or to fi.jz�a
permissive counterc� . jni in any action between them.
B. Title are for convenient reference and are no ,dpart of this
Agreement,
C, No waiver or b0cb of any provision of this Agreement s�all constitute a waiver
TeF•;',
of an), subsequent breach of the�k#ine or any other provision borep , and no waiver shall be
effective unless made in writing,
f,
D, Should any provision, pa64' apb, sentence -,word or phrase contained in this
Agreement be determined by a court of zomkteil t juris, fiction to be invalid, illegal or otberwise
:.
unenforceable under the laws of the State of Ze
da or the City of Miami, such provision,
paragraph, sentence, word or phrase shall bZ,then]
.1odified to the extent necessary in order to
b�k ,
conform with such laws, or if not modlafab same s4all be deemed severable, and in either
event, the remaining terms and prov
isiPns of this Agreerneri� ��all remain unn�zodifie'd and in full
7/ F
-force and effect or limitation of its use. �
E. This Agreeme constitutes the sole .and entire d6 emeat between the parties
hereto, No modification r amendment hereto shall be valid unless J Z writing and executed by
properly.autholized representatives of the parties hereto,
20, SUCCmSORS AND ASSIGNS, This Agreernent shall be bindj� upon the parties
hereto, their tzs, executors, legal representatives, successors, or assigns,
21, INJ1 RPENDENT CONTRACTOR, Provider has been procured` aiZd is being
engaged to provide services to the City as an independent contractor, and'not as an agent or
ClAployee of the City, Accordingly, Provider shall not attain, nor be entitled to, any nights or
r:RPP 209202 PSAAm 1
benefits under t ``:,Civil Service or Pension Ordinances of the City, nor any .rights generally
5�a
afforded classied;unclassified employees. Provider further understands that Florida
�if�•
VVorkers' Compensatioi-'hefits:available, to employees of the City are not available to Provider,
and agrees to provide woxl compensation insurance for any employee or agent of Provider
rendering services to the City tl�i{pA this Agreement,
22, CONTINGENCY CLAUSTi''•, Funding for this Agreement J9 contingent on the
availability .of funds and continued aulprization for program activities and the Agreement is
subject to amendment or termination dued., lack of funds, reduct;. n of funds and/or .change in
regulations, upon thirty (34) daysnotice.
23, REAFIRAIATION OF REPRESENTAIy ONS: Provider hereby reaffirms all of the
representations contained in the Solicitation Docum"'
24. ENTIRE This instru tent a�fitivbits attachments constitute the sole and
only agreement of the parties relating to t • e subject mat' 5 hereof and correctly set forth the
rights, duties, and obligations of eacl1 t� the other as of its dater,,,Any prior agreements, promises,
negotiations, or representations not xpressly set forth in this Agri 3aent are of no force or effect,
25, COUNTERPARTS:
his Agreement may be executed i f two or more counterparts,
each of which shall constitan original but all of Which, when tethex, .shall constitute
one and the same afire 'znell t.
26. AMENDMENT: The City Manager shall have the sole
agreement unddr the conditions set forth in the Resolution.
11
27. SPEC/IAL INSURANCE ANn tNMATNT-VTr~ATMN Rrnr,.x
applicable: ❑ ❑
rRPP 209202 PSA,doc
to amend this
IN W1 SS WHEREOF, OF, the parties hereto have caused this instrument to .,bie
executed by their r It ,
pec ive officials thereunto duly authorized, this the d and year'above
0ol,
written.
—ityll
CITY OF MIAMI, a Inu Ml(al
T: corporation
ATTES
Priscilla A, Thon-ipson, City Clerk
ATTEST:
Print Name:
Title: Corporate Secretary
APPROVED AS TO FORM
CORRECTNESS:
Julie 0. Bru
City Attorney
r:RFP 209202 PSA,doo
Carlos A. 0goya, City Manager
"'rovider"
a
corporation
By:
Print Name: %A
Title:
APPROVED AS TO RANCE
REQUIREMENTS t
Administrator
Risk Management
12
v
3. Speeiticab ��$,,
3. 1. SPIMMICNOCOPE OF WORX
3.1 Background `grmation
The City of Miami, Flo i(hereinafter referred to as the "City") is soliciting Proposals from gualifietl and
experienced independent eified Public Accountants (CPA's) andlor firms licensed to practice in the Stack
Of Florida far the purpose 0 Yoviding an amuuat examination of its financial statements and retards, Th..
audit shall be conducted for tisiurposc offormulating an opinion of the basic financial statements talt��.gs
a Wliislo anti to-tlatuYniitse Wliet cperabons havx buten oonduoted m-eecnrd with legal and regainte7y
requirements• j
The City of Miami was incorporalc T ly 28th, 1.896, and has.a.population .of approximately 404!600, The
City is sl tuo ted at the mouth of the M ',.[River where.it is a linin pori of entry into Florida and/the county
seat forMianii-Dade County, Florida, 1 ,�Ctty comprises 34.3 square ntjles of land and 19.5/� quare milts
of water, -The City Charter was -adopted b Y 11_e -electors of the•City•of Miami at awolection16Id on May •-
l7th, 1921 And was legalized and validated l ha let- 9024 of the laws of the State of Flo tda of J 921,
During lista! year 1997, the residents of the Cl>poted on a referendum that created single -member
districts and an Executive Mayor form of gover j�lent The City Commission governs d legislates the
City of Miami. It five members elected on a d (Fitt basis for a four-year term. T Se policy decisions
made by the Commissioners are implemented by thq City Manager. The City Manager is appointed by.tho
Mayor and confirmed by the Commission, The.Manakris the head of the adinini(trativo branch of City
government and is responsible to the Mayor for thepropj6dtninistration of all ity affairs (Please refor
to Attachment A for the City's organizational chart and •k}lersomtelJ
The City provides the following services an authorized by if i .darter: publ' safety, public works,
community development, economic development, planning an . nnfng, byI !ding inspections, sanitation,
parks and recreation, cultural enrichment,. public improvetnent8,� pd ge d',al administrative services, The
City is'organized.into 35 departments and agencies for the provisi p be same, The accounting and
financial reporting functions of the City are centralized within the A nee Department which is headed by
Diana M, Gornez, Finance Director and consists of 67 erz ployees �'.
More.detailed information on tate City's government and its fine on .ca' yl?e found at the city's website at
Www.miarnigov,com, Concerning the same, a copy of the City' Compr"isive Annual Financial Report
(CAFR) for the year ended Septetnbor 30, 2009, fit Managen & better a`'Y, I y's responses for the year
eridod September 30, 2008, the Single Audit Report for they aronded 5epto"' et.30, 2008, and tiie City's
approved budget for the year ending Septeutber 30,20 10, n ay be found at theq(ty's website at
w w,miautigov,com,
The City administers a combined operating budget of pproximately ,$513,800,Or;As of September 30,
2009, the City's total payroll is W4,302,733and .eo�ers approxituatoly 3,500 etnp)Q ,des•
The City of Miami sponsors the following sepa., single -employer defined benefit RE ion plans under
n_
tbe administration and management of separate ards of Trustees; tbo City of Mia»itii 't;s Fighters' and
Polico Officers' RotirementTrust (PIPO), die 91ty:ofMiami General Fniployees'•and S, tion
Employees' Retirement Trust (GESS) and Otfet' Managed Trusts, and the City .ofMtamii L�,I�oted Officers'
Retirement Trust (BART), The financial styy' ements for the these.pension plans are prepay -,i sing the
acotual basis of accounting. These plaits��(a reported as pension trust funds in the City's fin , rul
statements, and none'of them reported it Elie City's CAFR, .is audited as part of this engagenta' ij
The Government Finance Officers A ciation (GFOA) awarded a Certificate of Achievement
Bxoellence in Financial Reporting t ie City for its CAFR for the fiscal year ended September 3` a'g008,
In order to be nwarded a Certifioat of Achievement, a goverrunent must publish an oasil} readab nttd
rffiviently organized CAFR. Th' report satisfied both generally accepted accounting principles ant
applicable legal requirements. lie City expects to apply to the GFOA For this oert'ifioate. for each
every -yen r covered underthis greeutent.
3.2 Fund Structure
x,
The accounts of the Ci are organized and operated on the basis of funds. The Clty uses the.following
fluid types and account roups in its internal financial reporting:
General Fund
I
I
/J L5 2- "r.
SpecialRevenue Fu
Debi Service Fiords ( ssi:
Capital Project i, nd
Trust and Agency ''uuds
Account Groups (2)
Implemeirtation ofkhe Govermtt 'jwI Standard Board Statement (GA8B)NwYibcr34 haB elly uated some
of the abovemontioned funds and h resulted in a cbango of classification of.some ofthe others for
external financial re o 0
^^ — ^ � ~ Tic financial statcutenis of the City inclli�(e those of the primary governmentand thpp• e of its component
units. The Cily currently has six.blended o illponont ntiiks and six discretely presented component units.
None of the component units reported in the ; i•ty's CAFR is audited -as part of tais engagement,
The City Commission annually adopts an opePh`:;ing budget ordinance for al overnmental funds of the
"' '" ' "' '"City; ei;eept'foi`.the'Capital PYdjeafs 1?und§; 'Tlid �' �Rkf P'ro•eots Funds ai'e budgeted on a` td'tal � i•o'ec't" i J � p J
basis for wbicit annual budgets are not available, > f,—overnmontal fan�ls, budgets are prepared on a basis
eousistent with acaountingprinoiples generally aceel ed, in the Unite i Oates of Merica.
3.3 Accounting Systems/Software �<<��
The City of Miami implemented the Oracle) -Business St1�t,�; i Enterprise Resource System (✓XtP).on
October 1., 2006, Specific modules included in the implemejt tion were as follows:
- General Ledger
Accounts Payable6' Y
Fixed Assets
Accounts.Receivable s=
Projects and Grants
Meceivables
Cash Mana ernent
!Expense.,
!Procurement
iSupplier' ,
Sourcing
Procuyemenk Contracts
Additionally, on lune 21, 20 ,the City intplementvd the following three (3) modules
Human Resources >;
Payroll
Benefits
With the implement tion of new ERP system, tile City changed its chart of accounts. The nj�,,'glrart of
accounts was Bevel ped consistent with world class best practises as well as the State of Florida's tl%tform
Accounting System i Chart of Acoounts. The City's neva chart includes the following segments: the •Blond,
the Qi iizatia ,,(Cast Center), the Object (Account) and two future use segments (Future], Future2j a
3.4 I'erfor ante•Regalreznents/Scapeofi4'orlt
A. /2)R.qgulatlons
dit shall be performed in compliance with the following requirements:
ltapter,27W and atypnp�er al?pllcabla Florida Statutes,
of the State of.Florida Department ofBanking and Finance,
ules of the.Auditgr General, State of Florida, Chapter 10-550 (Local Government Audits) and
10-600 (Audits of State Grants and Aids Appropriations under Section 21537.Marida
Statutes), 1
4) Audits of State and Local Government Units, issued by the American Institute of Certified
Public Accountants, \ f
l
i
/�5 -3
5) OM13 Ciriitilar A• 33 Audits of Slnteg,coal Governments, and Non -Profit Or•aani4ations,
Once ofManag 'iiientand Budget;
6) United Statesiagle Audit Act (1984),
7) United States Si le Audit Act.(Annendments, 1996),
8) State of Florida Single Audit Act,
9) Statements on Audi)ig Standards (GARS),
10) GovernmentAuditma iandatds,issuedbytheContptrollerGeneraloft) Unlip States,
I J) Generally accepted govcja>ental socounti»g standards,
J2) State of Florida Auditor GeYrefnl Selection Guidelhies (2007) prepared bythe Auditor Selection
Task Force,
13.) Any other applicable federal, stltg local
listed above as well as any additional rgilwem
future. `�`
$, The City's Audit Advisory Committee shall I. Q
limited to, the monitoring of the auditor's work prb
codified in Section 2-950(4) of the City Code,
C, The auditor shall express an opinion on the fair
conformity with applicable, generally accepted acct
in -relation opinion on the combining and individual
audit the required supplementary information or the
D. The audit shall be an annual audit as defined in
shall be, conducted in aecol•danoe with generally ac
above,
E, A Single Audit in accordance with the Fed al and State
guidance shall be oondueted as required, Th auditor shall
schedules related to this audit,
regulations orprofessional Kuidellnes not specifically
eras which may be adopiWby these organizations in the
n in liaison wy-li the auditor including, but not
and the rep w of preliminary and final reports as
F. The audit shall also include a r
Finance to assure consistency with
G. A final and complete opinion]
additional letters required by the y'
.City no later that March 15th to lo
included in the CAFR by the C'�y.
the financial report
of its basic financial statements in
pies, The auditor shall provide an
arts, The auditor shall not be required to
;tions contained in the CAFR,
t5 (X) (a) and (c), .Florida Statutes, and
q standards as well as the standards listed
Acts and related professional
ty with any required letters and
Aeparhnent of Banking and
on the financial statements taken .as,10ole as well as any
States or State of Florida Single Aud'Ict shall be -delivered to the
the end of the fiscal year under audit, ''1jgse letters shall be
TI, No later than March 30t following the end of the fiscal year under audit, the ai<i'djjor shall .submit .a full
and complete management tMur which shall identify any ntanagementweaknesses o` .hsrved, assess their
effect on the financial rna agement and propose steps to oorrect or eliminate those we cilesms. It is the
City's intent that.all fiel�V,k related to the audit shall be cornpleted by February 15th dllpwing the end of
the fiscal year under a Bit.
1. At the expense of the City, the auditor agrees to have the audited financial statements ofi� ip second, year
of the contract tern submitted as part of their annual peer rovieA program. Additionally, the'tity reser es
the right to reques that the audited financial statements of any ofthe.four (4) optional extensio-syof
contract years al_o be, submitted for peer reView, The. results of these poet' reviews shall be coni tti�tricated
back to the lic"M
no later than ten (10) business days thereafter receipt of the completed the revreW process.
J. The audiprovide the City with sufficient letterhead to print IOD original copies of all required
letters for th
K. The�Bce
nerin charge of the audit and.thesuditmanager, or other CPA assigned.to the audit, shall`•,
agree lemunicate with City Manager or designee, the Audit Advisory CritmItwe, tho*Finaiibe
Commi r the City Commission, as deemed necessary,
.L. TJ e auditor shall assist the City in preparing the CAFR, The .City shall retain uldinate responsibility
for feparation of this document; however, the auditor shall provide the following assistance,
a, proofreading of the entire document;
b, verification of the iutlfi' liientatian of recommended improvements from the prior year's m ibmission
to the GFQA under the CorIf�i�cate of Achievement.program;
c. review of thea licati0A'for the annual Corti ofAch{evement for, Excel in Financial
Reporting; pp �';,;
d,verification of the in7plemet �',oil of new accounting standards and pronouncements; and
e, averall review inclrrrlirrg.lrryuul, !lerrfgn, and.suggested:improvemeais,
? ,>.
N. Timeliness is critical in theperforthe audit. The.truditrn• shall coordinate withJ:i e Finance
Director and ondenvor to accomplish the audi ry.8 phased approach throughout the year 1 16rder to reduce
tho-yoar--end }vorkload on both -the audit firm a to City staff. -Tbo•Gity-shfill nraleene essaryrecords -•••- --• •-. --.... ..-.• _,
available to the auditor through the year to assist i Miis regard, In addition, the City ali snake
end -of year records available to the auditor on or 6 °eke November 15th niter the oI of the fiscal year
under audit,
N. The auditor shall report to the City, at least weekly, 1 let
'th'e City'mayh'ave •adctluate•'oppartunityto investigate, ga ti
audit adjustments shall be submitted to the City no later tha
year under audit,
0, The City may issue one or more official statements for the
Contract. The official statement will contain the.goneral--pixtp
the CAR. The auditorshall Wreduired to issue, upon re tie
necessary to issue the bonds. Unless significant additional sI
such requests made by the City of Moral shall be, include o
atus of any potgrftial audit adjustments so that
'information �fid'respb)rd •if ne'eessary,-FinvI
> �bruary�l�tli following the end of the fiscal
P e: fbonds during the term of the
oso. naxial statements or an extraction from
st,/ col�Jfort letters" acu
nd other documents
,-
�f Eimeteauired of.the auditor, fees for
hellos fie ,.pbmittcd by the Proposer,
P. The workpapers are tho.property of the •auditors an /shall be hold local)' ;fAr a period of five (5) years,
Workpapers shall be available for examination or du�1�c tion without chargl;Q::autborized City personnel
and representR(Ives .of Federal or State AgeZl;a up, h request of that Agency o":' he City of Wflatni .in
accordance with Federal law, State law and other/{egulations. Working papers sell also be made
available for examination, at no charge, or, dug t4ation, at a reasonable oharge, to ant auditors
engaged by the City,
Q, The auditors shall notify the City immediately if any regulatory or government agency requests a
review of site audittworkpapom conc/immediately
ithe City or any other government client audi$€d by the audit
firm, y
l.^
R, The auditor shall notlf}, the Ct should any disciplinary actions be taken o(domlilaints
fled with any.regulatory bodies Vinst any of the firm's staff or the firm itself.
S. The auditor shall designate Yo (2) "key" members of the audit team, The City shall resery bhe right to
approve any substitutions or ranges in those audit members designated as "key",
ee
T. The auditor shall prov{ e the.City with a copy of each external quality control review (peer roviw)
conducted during file tip �poriod engaged by the City. In the event that a firm has been formed so i'y r fitly
that no peer reviews h o been undertaken, the Proposm
Proposer shall state the sae in the response to the It if
available, the Propo$7rnay submitpeerreviews from any predecessor firms however, a newt. forme
firm will not be eli hinated from the proposal process simply because no peer.reviews have been oondu'- e"
III the new film's Rills,
U. The City 1))nplomonted GASB No, 34 for the fiscal year ended September 30, 2002• The City shall pl
requiro':the a} itor's assistance to comply with these reporting requirements, The auditor will be required
to provi�tor�,etrievals,
11711ea1 advice and reasonable assistance upon mquestod as part.of tho contract,
fir. Thshall agree to use City staff in preparation of supportingschedu{es, reconciliations and
dccumer In this rogard, prior planning and explicit instruction shall be parRunount for timely
perfcr)4once, The auditor shall provide the City With a list of all schedules for preparation by the City,
The ginance ncparnnent staffshall be availtible during the audit••to provide information, .documentation and
7Theifiication to the auditors.
Successful Proposer shag be required to provide additional services, not specifically addressed
ve and., if approved by the City, to other Cit l departments, agencies, boards, trusts, etc,, which may,
from time to time, require auditing services, Services may contracted with that entity(s) at the time of
need and a separate conte "oi may be executed for pro
guaranteed the provision o any additional services as
secure externoi auditing ser"pps from other providers
as itiloen,s ft and in its best; t Vast.
t
The City reserves the right to a '__delete and/or mode
when it so requires and at any tem "(,tFoughout the dur
3.5 )Tees for Services
Proposer shall, submit a flat feepropos V ,;for the whole
_ _..... __ _. __ _...� �Ttenuatlfig•'airatn,istSiiBes t,5't}y lie"ctiiisi�' j;e8'lsa�'tlir;•C
mado to the proposed rates for future years. ;
The fee proposal for the initial year )�
1 1 y (i'ettr I 61711 also
start-up costs associated with the engagement, o,�,dition,
and the total fee proposed for that year of the cn�O ODIC
Additionally, Proposer shall provide a fee sehedulAV,
rate to be used for any additional worst, which may bei
of the contract, Proposershall discuss any additional se
provide and which are not specifically listed within this
FAILURE TO SUBMIT A. FEE PROPOSAL AS REQ'
ABOVr SHALL DISQUALIFY PROPOSER FROhI CC
Subject to negotiation, a progress payment not to ex 8e
the Successful Proposer and completion of the audi /feel
by the Successful Proposer and receipt and accepi�
3.6 Information to be Provided to Success n1
The City will provide, at a minimum; the fo owe
annual audit;
1. General Ledger/Trial Balance pri /0,tasofsepte
theauditor;
2 Statements of Revenues,
Appropriations as of Septembe
3, various schedules and w
4. the City will prepare ?"d
5, the City will prepare G. other information reg
vision of the some. The Successful Proposer is not
each such individual entity reserves the right to
or from sub-oonsultants of the Sucocssful Propos
fy services provided tinder the Scope of W'orl(
ation of this contract, 7
of the five (5) year term of�e'contract, Significant
it}r Sdtr(er7aiiTiittg wlSetlf�F�an$+`adjlistme�il's]ibilid i)e'_._...._ _ _._
provide a breakdow 'which differentiates the
,1 costs associated ith the initial Year I audit
lit,
the complet audit and a one (7) singular hourly
�,qucsted /bb the City and which is outside the scope
ceV d fees for the saine, which Proposer can
75%
nee of the final
Proposer by the
ng information to
IN Ti:E FORMAT DESCPdBED
total fee may be made upon request of
payment shall be made upon request
� t,report by the City hdanager.
auditor in.perfonning the
mber 30th and any o`tl bj tinte.periods requested by
/8hoaljs
ditures, Estimated vs. Actual Revenues, atloi
d any other time•periods requested by the''
designed to assistandprovide backup iaf
oletters for the auditor;
print the financial statements; and
Led by the auditor and mutually agreed upon by the
vs.
to the auditor;
i
r
has for
Our engagement.�ostsfreflact apd irxcJi�i e. the audiLaabJeGtives_apdscop.a -of serviges..outl.ined..in..#h.e.:REP..,.... _
McGiadreys:p6Ilgy ls, to., estimate oes �k amounts that -are highly competitive fSut that will enable .us to
respond to,your:needsaand;prouide the q>i' ,lity•of service that an organizatioq-the size and complexity of
the:City requires.: In,gen-eral,Xour°fees are lased on the level of experienof the individuals assigned.
Our fees reflect.:a ,substantial .investment ' . MoGlodrey and demotrate our sincere Interest in
contribu#iryg:to;the;Ci#y:s,long4term,success.
Dur proposed all inclusive fees for the fiscal year 201 qjf hrougl7
Price for fiscal year 2010
Start -Up Costs f ,,
Additional Costs Associated with Year 1 t,
Audit Engagement Fees Nr
Less Courtesy Discount /
Total Net Price for Fiscal Year 2010
Price for Fiscal Year 2011
Price for Fiscal Year 2D12
are as follows:
479.000
479;000
f�9.000)
The actual fees billed in each ye/rabove will not exceed the amounts noted abovd u[iless unanticipated
changes in the scope of our w ?k are required due to (I) a change In the,operating s`4e of the City, (11) a
change In applicable laws, re ulations or generally accepted auditing standards as apijled in the United
States, (Iii) new accounting andards are Issued that have a significant effect on the Citi! and/or (Iv) the
Incomplete or untimely re c ipt by us of the information on the client participation list v,'h'iG,. significantly
afflects our ability to perfor our sudll procedures on a timely and efficient basis,
Hourly Pee
Hourly
Rates
Partner/ Director $ 350
!Manager�y $ 260
ery
p �'
su iso Staff $ 175 Assocz, $ 915
_.._ _iates
Rates for Additional Professional Se i6es
_ _ _. We,wjll,pr,�vide, additional sefvices-,._as rested Uy the Cit/ble�nded e ofX180 per hour:
The hourly rate will Increase propo'donatel with that of theyve year, """