HomeMy WebLinkAboutAgreementAMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF MIAMI AND RACHLIN, COHEN, AND HOLTZ, LLP
This document is an Amendment (the "Amendment") to the Professional Services
Agreement entered into between the parties on October 1, 2004 (the "Agreement") is
entered into this r g day ofAu , 200 {v , by and between the City of Miami, a
municipal corporation of the State of Florida ("City"), and Rachlin, Cohen, and Holtz,
LLP, a state of Florida limited liability partnership ("Provider")
RECITALS
WHEREAS, Resolution No. 04-0458, adopted July 8, 2004, authorized the City
Manager to negotiate and execute a Professional Services Agreement with Rachlin,
Cohen, and Holtz, LLP; and
WHEREAS, the City Manager executed the Professional Services Agreement for
a three (3) year period, in an amount not to exceed $349,000 for the first year, an amount
not to exceed $370,000 for the second year, and in an amount not to exceed $390,000 for
the third year, for a total contract amount not to exceed $1,109,000; and
WHEREAS, the Department of Finance requires an increase to the contract due
to the fact that additional time was required for field work from Rachlin, Cohen and
Holtz, LLP to perform the federal and state and single audit; to determine the receivables
and deferrals for various grants not recorded on the books and records of the City at the
time the audit began back in December, including amounts for FEMA, UASI and USAR,
and Community Development Funds; to determine taxes receivable and associated
deferred revenues; to audit capital assets and determine correct balances to be reflected in
the City's financial statements; to validate and book additional entries provided by the
City in March, 2006; to assist in the preparation of the City's financial statements and
note disclosures, including reconciliations to client calculations, revising note disclosures,
and net asset calculations; and to meet with City staff to resolve various accounting
issues; and
WHEREAS, the Professional Services Agreement requires to be amended and
executed by the City Manager, in substantially the attached form, to reflect an increase in
the compensation amount of $60,000 for the second year contract only, from $370,000 to
$430,000; and, subsequently, to the total contract amount not to exceed from $1,109,000
to $1,169,000 for the additional time for field work;
WHEREAS, the Provider agrees to provide the additional services as specifically
described, and under the special terms, conditions, and compensation set forth in this
Agreement and Attachment "C"; and
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NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants contained in this agreement, the City and PROVIDER hereby agree to amend
the Agreement as follows:
06-1056
TERMS
1. Scope of Services: Section 4 of the Agreement is hereby amended to add
the following subsection:
Attachment "C": The Provider agrees to provide the services outlined in
Attachment C, and any other allied or related additional services, consistent
with the overall scope of work to complete the External Auditing Services.
Provider hereby reaffirms its representations and warranties to the City as set
forth in Section 4(B) in relation to both Attachment A and Attachment C.
2. Compensation: Section 5 of the Agreement is hereby amended to read as
follows:
The amount of compensation to Provider shall be based on the total amount of
hours, rate, and amount described in Attachment B as supplemented and
amended by Attachment C. This increases the compensation amount for the
second year of the Agreement only by $60,000, from $370,000 to $430,000,
for a total contract not to exceed amount from $1,109,000 to $1,169,000; and
should the City determine any additional services consistent with the overall
scope of work, with further increases to the Agreement as stipulated in the
Section 2.3, Performance Requirements/Scope of Work, of the Request for
Proposals No. 03-04-099,. it will require a separate amendment. The total
compensation is inclusive of any allowable reimbursable expenses, which are
subject to the limitations provided by 112.061, Florida Statutes. The Total
Compensation or Contract Amount shall be the guaranteed maximum liability
of the City under the Agreement, as amended, subject to satisfactory and
complete performance by the Provider. The City shall have no liability to pay
or reimburse any amount, fee, cost, reimbursable expense, or charge greater
than the Total Compensation or Contract Amount set forth herein. The Total
Compensation or Contract Amount as a guaranteed maximum amount stated
in this subsection is all inclusive of every expenditure, fee, cost, reimbursable
expense, or other charge by the Provider, and any agent, representative or
consultant of the Provider.
3. Except as expressly amended herein, all of the terms and provisions of the
Agreement and the Attachments thereto, as amended, shall remain in
operative force and effect.
4. All Attachments are part of the Professional Services Agreement, as amended,
and are each deemed as being expressly incorporated by reference herein as if
set forth in full in the Agreement, as amended. The parties, acting by and
2
through an authorized corporate office of the Provider and the City Manager
or designee, if authorized by a delegation memo from the City Manager will
initial each page of all attachments to any amendment.
5. Except as provided by this section, amendments which propose to increase the
total compensation or contract amount stated in Section 2 of the Agreement,
as amended, shall be subject to the approval of the Miami City Commission.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers duly authorized.
ATTEST:
"City"
CITY OF MIAMI, a municipal corporation
\ l
,GZradrOG Br:.�
Priscilla A. 'R'iompson, City Clerk Pete Ha Priscilla A. TZ�ompson, City Clerk Pete Hernandez, 'ty Manager
ATTEST:
am-,k
Print Name: /LC.
Title:
APPRO
CORRECTNESS:
Notary Public State el Florida
Karen G McGill
My Commission DD389394
Expires 01/24/2009
Jorge L. Fei.f,dez
City Attorney
"Provider"
Rachlin, Cohen, and Holtz, LLP, a
Florida limited liability partnership
By: 9. , �. .. . .0.•.c*
Prin �Nal:
Title:
APPROVED AS TO INSURANCE
REIRE MENTS :
LeeAnn Brehm, Risk Management
Administrator
Attachment C — Amended Scope of Services — to be provided upon document execution
Attachment D — Updated insurance certificate — to be provided upon document execution
Attachment E - Updated partnership authorizations and status of ongoing existence — to
be provided upon document execution
06-1056
3
ATTACHMENT E
WHEREAS, Rachlin, Cohen, and Holtz, LLP, a Florida limited liability b�Iity
partnership, has previously entered into a Professional Services Agreement with the City
of Miami, in August of 2004 and now desires to enter into an Amendment to the
Professional Services Agreement with the City of Miami, a copy of which is attached
hereto; and
WHEREAS, Rachlin, Cohen, and Holtz, LLP has considered the matter in
accordance with the Articles and By -Laws of the limited liability partnership;
NOW, THEREFORE, BE IT RESOLVED BY THE PARTNERS of Rachlin,
Cohen, and Holtz, LLP, that Jerry Chiocca as the partner of Rachlin Cohen. and Holtz
LLP is hereby authorized and instructed to enter into the Amendment to the Professional
Services Agreement with the City of Miami and to undertake the responsibilities and
obligations as stated in the Professional Services Agreement as amended by such
proposed Amendment to the Professional Services Agreement in the name and on behalf
of this limited liability partnership with the City of Miami upon terms and conditions
contained in the Professional Services Agreement as amended by the proposed
Amendment to the Professional Services Agreement to which this resolution is attached.
DATED this day of
ATTEST:
YPoli. Teresa Cochran
„My Commission DD238834
o Expires November28, 2007
tip o r , 2006.
Name:
o.rR Ckeipew—
Title:
Limited Liability Partnership Authorization