HomeMy WebLinkAboutAgreement 2PROFESSIONAL SERVICES AC'REEME T
tills Agreement is enteral into this day or nC 0 bR.+C; 2004 (but effer:Ike as of
__. ) by and hem en the City ofMiami, a municipal corporation or the State
of Florida I - City-) and Rachlin Cohen and Ilc,ltc LLP ("Provider")
RECITAL
A. The City has issued u Request for Proposals ("RFP") for the provision of External
Auditing Services ("Services•') and Provider's -proposal CProposal"), in response thereto, has
been selected :15 the most qualified proposal for the provision of the Services. The RFP and the
Proposal are sometimes referred to herein. Collectively, as the Soften:I:ion l.)U: Ltinents. and are by
this rerereno incorporated into and made a pan or this Agreement In the esent ol'an express
4111 ICt h1:1%%ert t110 Rl'P and or Ole Proposal and this Agreement. this Agreement shall contra:.
R. The City Commission. by Resolution No. 04.045S, adopted on Jul) S. 2004.
approved the selection or Provider and authorized the City Manager to execute .t contract under
the terms and conditions set forth herein,
Ntri`,•, THEREFORE. in consideration of the mutual covenants and promises herein
contained, Provider aril the City agree as follows:
TERMS
1. RECITALS; The recitals are true and correct and arc hereby incorporated into and made
a pan of this Agreement.
2. TE:ItA1: The term of O!1i4 A..fire menu shall he three t?t }Corr commencing on t!r:
effective date hercol.
3. OP"I ION TO EXTEND: Not applicable to this ProfesNitIna1 Ser ices Agreement.
There are no options to eStcnd this Agreement.
4. SC'()PF. OF SERVICE::
.1. Provider agrees to provide the Services as speciticalh described, and tinder the
spevi:il terms and conditions set north in L�jtachinent "A" hereto. IN hith hy' [his reference is
incorporated into and trade a part of this Agreement.
B. Provider represents and warrants to the City that: (i) it possesses all
quaiilicauions, licenses and expertise required under the Solicitation Documents for the
performance of the Services; (ii) it is not delinquent in the payment of any sums due the City.
including payment or permit fees, occupational licenses, etc., nor in the performance of any
obligations to the City; tiff► all personnel assigned to perform the Sersices are and shall be, at all
tithes during the terns hereof, fully qualified and trained to perform the tasks assigned to each;
and (iv) the Services will he perforated in the manner described in Attachment "A".
S. ('ONIPENSATION:
A. The amount of compensation payable by the City to Provider shall he basal on the
rates and schedules described in Attachment "B" hereto, which by this reference is incorporated
into this Agreement; provided, however, that in no event shall the amount of compensation
exceed S349,000 in year 1, S370,000 in year 2 and S390.0000 in year 3. The City shall have no
liability far payment of any compensation beyond the limitations expressed in this Section.
B. Compensation to Provider and its sus -contractor limits for extra services
perforated shall tr.. based on the rates ;id schedules descri. d in Attachment "i'" hereto, which
by this reference is incorporated into this Agreement; provided shall he based as a fixed agreed -
upon amount negotiated n[ the time the services are requested. Rates for audit staff classification
for ;additional work, plus reasonable out-of-pocket expenses will he billed at a single rate of
5I50 per hour for year 1, 5 t; i. per hour for year 3. and S l S9'per hour for year 3
C'. t'nless ether►► isr specifically provided in Anachment " 13", payment shall he made
►►chin t r vliVC t451 days a1't►r receipt of Provider's invoice, ►which shall be accompanied by
sul'Iieient supporting dncuntentaiion 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. Attachment "I3" includes travel expenses as a specific item of
compensation], then all bills for (ravel expenses shall be submitted ut accordance with Suction
!" !rh,' flnriila Statutes.
6. OWNERSHIP OF r)oCUNIE TS: Except -for Pro, ider's ►tiork papers or
administrative records, ►► hich shall rt:rnain the property of Prok ider. Provider understands and
agrees that any information, document, report or any other material ►whatsoever which is given by
the ['uv to Pro►Wer or a hieh is otherwise obtained or prepared by Prok ider pursuant to or under
the terms of this Agreement is and shall at all times remain the property of the City. Provider
aurr,.', n01, to use any such information. document, report or material for any other purpose
whatsoever without the written consent of the City Manager, ►which may be withheld or
conditioned by the City in its sole discretion.
7, AUDIT ANI) INSPECTION RIGHTS:
A. The City may, at reasonable times, and for a period of up to three (3) years
follow ing the date of final payment by the City to Provider under this Agreement. audit , or cause
to he audited, Oros,' banks and records of Provider which ow related to Provide, performance
under this .Aicreentcnt. Provider agrees to maintain all such books and records at its principal
3
ol.ic ,;' ';.N;;;;r.Ls. for a penti.1 of three Os }cars atter final patrnertil is made under this
11, The City may. a: reasonable times during the term hereof, inspect Provider's
I.�:riiti. anJ perform such test4, as the ('it) deems reasonably necessary, tt) determine n'hether
t'nc goods or services required to be provided by Prir idcr under this Agreement conform to the
shirts heicot'and or the Items tof'the Solicitation Documents, if applicable. Provider shall snake
available to the City all reasonable facilities and assistance to facilitate the perfortnance of tests
or inspections by City representatives, A11 tests and inspections shall be subject to, and made in
acxordance %pith, the applicable provisions of Chapter 18 of the Cock of the City of Miami,
Florida, :is it may he amended or supplemented, froiu time to time.
8. AWARD OFAc;REr: IF.,V'f: Provider represents and warrants to the C'ity that it
has not employed or retained any person or company employed by the City to solicit or secure
this Agreement :Intl that it has not offered to pay, laid. or agreed to pay uny person a.ty tee,
commission, percentage. brokerage fee, or gift of any kind contingent upon or in connection
with. the award ofihis Agreement,
9. PUBLIC RECORDS: Provider understands that the public shalt ha1.c access. at all
reasonable tires, to all documents and information pertaining to C'nv contracts, subject to the
provisions of Chirpier 1 /9. Florida Statutes, and as Tees to allow access by the Cuy and the public
to all documents subject to disclosure under applicable Ia«•. Provider's failure or refusal to
comply with the provisions of this Section shall result in the immediate cancellation of this
rlgrrirrti, : I bV the City.
10. ('OMPl.1. r CF FEDERAL. STATE AND LOCAL LAWS: Provider
understands that agreements between private entities and local governments are subject to certain
4
Lot s and regulation',.. including laws pertaining to public records. conflict or interest, record
keeping, etc. City and Provider agree to comply with and observe all applicable laws, codes and
ordinances us the} may be amended from time to time,
I. I\DFti1\'IFIc':aTION: Provider shall indemnify, defend. save and hold harmless
the Cite and its officials, employees arid agents individually and collectively (collectively
referred to as " lndcnntitees") from and against all loss, costs, penalties, fines, damages, claims,
expenses (Including attorney's fees) or liabilities (collectively referred to as "Liabilities") by
reason of any injury to or death of any' portion or damage to or destruction or loss of any property
arising out of, resulting Isom. or in connection tviih (I) the•perforinancc or nonperformance of
the services contemplated by this Agreement which is or is alleged to be directly or indirectly
caused, in whole or in part, by any act, omission, default or negligence (whether active or
p.tssivc) of Pro%idcr or its empluyccs, a>:onis ar subcontractors tcolleciively referred to as
"Provider''t, or (hi the failure of the provider to comply frith any of the paragraphs herein or the
tuilure of the Provider to conform to statutes, ordinances, or other regulations or requirements of
any governmental authority, federal or state, in connection with the perfonnance of this
.Agreement. Provider expressly agrees to indemnify and hold harmless the Indemnitees,
individually and collectively, from and against all liabilities which may be asserted by an
employee or former employee of Provider, or any of its subcontractors, as provided above, for
tt Mich the Provider's liability to such employee or former employee would otherwise he limited
to payments under state Workers' Compensation or similar laws. This indemnification prop ision
snail contrgl over the Indemnification pre:,•ision in the RFP aa.,l shall survive the it rntination or
the expiration of this Agreement for the limitations period prescribed by Florida law. This
Indemnification provision shall obligate the Provider to defend (at its own expense) to and
5
through appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at the
City Attorney's option, any and all claims of liability and all suits and actions of every name and
description covered by this Section 11, 11hich may be brought aCg;trrts; the City whether
perforated h} Protider, or persons employed or utilized by the Provider.
1'. DEFAULT: If Provider fails to comply with any wan or condition of this Agreement,
or fails to perform any of its obligations hereunder, then Provider shall be in default. Prior to
termination of this Agreement for default, the City shall notify the Provider in writing of its
intent to terminate the Agreement firr default, identify the alleged deficiencies in perfonriance
giving rise to the intent to terminate, and shall give the Provider thirty (30) days to cure such
deficiencies. Upon the occurrence of u 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 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 under this Section
shall not release Provider from any obligation accruing prior to the effective date of termination.
Should Provider be unable or unwilling to commence to perform the Ser\ ices within the time
provided or contemplated herein, then, in addition to the fbrcgoing, Provider shall be liable to the
City for all expenses incurred by the City in preparation and negotiation of this Agreement, as .
well its all costs and expenses Incurred by the City in the re -procurement of the Services,
including consequential and incidental damages,
13. RP.at'1LUTION OF CO:vTRACT DISPUTES: Provider unde; •tands and agrees Ella:
all disputes between Provider and the City based upon an alleged violation of the terms of this
.agreement by the City shall be submitted to the City :Manager for his/her resolution, prior to
6
Pr'\ ider ben!! entitled to seek ji.dicial relief in connection then+t tth. in the cent that the
amount of compensation hereunder exceeds S25,000. the City \[anwcr's decision shall be
appro. c•d or illsipprovcd by the Ci:y Commission. Provider shall not be entitled to seek judicial
rcl;ct. it has first received City Manager's written decision. appro. eil by the City
Commission lithe amount of compensation hereunder exceeds S25.O00; or Oil l a period of sixty
i60) days has expired, after submitting to the City Manager :t detailed stawntent of the dispute.
.accompanied by all supporting documentation (90 days if City Nlanagt:r's dcc•ision is subject to
(•'ity Commission approval); or (iiil City has .valved compliance with the procedure act forth in
this Section by written instruments. signed by the City Rlanagcr
14. ('ITY'S'! TERMINATION RIGHTS:
. The City shall have the right to terminate this Agreement, in it; .,de discretion. at
tin time. h. gi.ing t.ritten notice to Provider at least five (5) business days prior to the cfteecti.e
dale of such tt•rinination. Iv such event. the City shall pay to Provider contpen..ition for services
rendered and c..pensI s 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 ar incidental dan•,ages.
13. 'Ube City shall have the right to terminate this Agreement, without notice to
Provider. upon the occurrence of an event of default hereunder which, itt the opinion of the City.
Commission or City (tanager, 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 he obligated to pay any
an. wits to Provider an . Provider shall rein ',arse to the City all :ttounts received Provider
..as in default under this Agreement.
7
15. INSURANCE: Pro der shall. at all notes Burinso, the tern., hersr.'f.maintain- such
rnstrrance eiwcr:ge as may tic required b\ the ('i't All such insurance. irclt::lt~c renewals. shall
hr stiblect t t the approval of the City six adt:quac> of protection and et tdence of such coverage
shall be ['transited to the C'iiy on C:rtiticatcs of Insurance indicating such insurance to be in force
and dice t and pro%.,cling that it will nor be Canceled Burins; the performance of tl:c sell ices; under
[sits c•untraet t\ tthotti thirty 1,30.1 :alendar days prior is rith n notice to the Ctty. Completed
Certificates of Insurance shall be tiled with the City prior to the perlbrriiattwc or set -%ices
hereunder. pro\ i+lcd. however. that. Provider .hall a1 any time upon request the 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 of
addilinnal liability insurance coverage or coverage which is different in kind, the City reserves
the rru1iI t, regaire the provision by Provi ler of an amount of co\erage dii!`enrt Iron) the
amounts or kind previously required and shrill afford written notice of such change in
requirements shirty (30) days prior to the date on %vhich the requirements shall take effect.
Should the Prouder fail or refuse to satisfy the requirement of charged cotercge u:thin thirtti
tail da+s tol1ou ink the City's written notice. this Contract shall be considered terinumted cut the
date that the required change in policy coverage would otherwise take effect. ,ill references to
the City in Section 15 shall mean the City ol'N1iumi 12isk Management Administrator.
NONi)ISCRENIINATION: Provider represents and warrants to the City than Provider
does not :titd will not engage in discriminatory practices and that there shall be no discrimination
in cotuteeri,rn ++, Provider's perfotr, .'ruse under this Agt.- ,mcnt on account c':. race. slur, sr�.
rclrgton, age, handicap, marital status or national origin. Provider further covenants that no
others\ise quahficd individual shall. solely by reason of hislher race, color, sex, religion, age,
handicap, tlt,triial status or national origin, be excluded from participation in. he denied services,
0r he subject to discrimination under any provision of this Agreement.
17, \IfNORrT1' AND ~WOMEN BUSINESS AFFAIRS AND PROC(.RFNIENT
PROGRAM: The Crty has established a Nlitionty and Women Business Affairs and
Procuremeni Program ilhe "MAVBE Program") designed to increase the volume of Cite
procurement and contracts with Blacks, Hispanic and Women -owned businesses, The NI \VBI
Program is found in Ordinance No. 10062, a copy of which has been delivered to, and receipt of
•
%%}itch is hereby acknowlodged by Provider. Provider understands and agrees that the shall
have the right to terminate and cancel Ibis Agreement, without notice or penalty to the City, and
to eliminate Erin ider from consideration and participation in future City contract_ if Provider. in
the preparation arldor submission of the Proposal, submitted false of misleading information its
to status ;t, 131aek, Hispanic and or Women -owned business and or the theft:\ and or I}pe of
Minority or Women -owned business participation.
18. .. SS1GNN ENT; The Provider is a certified public accounting firm and their
services are considered in he unique In nature by the City. This Agreement shall not be
asste.ned by Provider, in whole or in part. m.ithout the prior written consent of the City'
Commission, which may be withheld or conditioned. in the City's sole discretion.
19, NOTICES: All notices or other communications required under this Agreement shall .
he to writing and shall he given by hand -delivery or by registered or certified U.S. return
receipt requested, addressed to the other party at Ilse address indicated below or to such other
address a party may .1 1:: etc by notice gi%el AS herein provide,. Notice shall be d%• ;arc!
~teen un tl^c d.ty en uhtc'h personally delivered; or, if by mail, on the fifth clay after being posted
or the date of actual receipt. whichever is earlier.
TO PROVIDER:
(;..1. t'hiocca
o Racltltn Cohen & Holt/ 1..i.P
(')arc Southeast Third As critic
1+r'' Floor
Iiaini. Florida ?;131 -
TO THE CITY:
Scott Simpson. Finance Director
Finance Department
City of \Iianii
444 S.W. ?' As cnuc. Suite (, I SA
Miami, Ff. 331: 4r
:r►. \IIS('E1,1.:1NEOUS PROVISIONS:
I hi Aixecrttent shall he construed and enforced acco:alink to the lass ache State
Hof Florida. Penae in any civil action between the parties shall he in \lianti-Dade County.
Florida,
In order to expedite the resolution or conclusion of any civil action between the panics, the
parties solurataril+ and knowingly waive their right to demand a jury trial or to file a permissive
counterclaim in any civil action between therm.
11. I talc and paragraph headings arc for convenient reference and are not a part of this
('. No raiser or breach of any provision of this Agreement shall constitute a svaiver
of any subsequent breach of the same or any other provision hereof, and na ss aivcr shall he
effective unless mode in writing.
- 1). Should any provision, paragraph, sentence, word or phrase contained in this
A►:rccmcnl he determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable under the: laws of the State of Florida or the City of Miami. such pros ision,
paragraph, scnIenec, word or phrase shall be deemed modified to the extent necessary in order to
,:alarm +%r11a .uric i. C. or if not moditi ile, then same deemed scvcri1 j. and in either
event. the remaining terrors and provisions of this Agreement shall remain unmodified and in full
lone and Wee!
ltl
F. 1'1lls :\_ menlcnt 1. 4)IStituten the sole. and entire agreement hew. een the parties
Il'.•ieto \ niod;:ication ,tmendI11Cr11 hereto shall be valid i111iC» In 1krr:11t,'a' Lind execL1Cd hk
moped:, authorized representatives e]fihc parties hereto.
21. SUCCESSORS AND ASSIGNS: This Agreement shall be hindine. upon the parties
hereto, their heirs, ev.ecutors. le_tar representatives, successors. or assigns.
11_. 1 DEPF\[F.\ f' CONTRACTOR: • Pro%'dcr has hcec procured and i; licrn�
engaged to pro% "de services In the City as- an independent contractor, and not as an agent or
employee of the City. Accordingly, Provider shall not attain, nor he entitled to, any rights or
benefits under the Civil Service or Pension Ordinances of the City. nor any rights generally
.tf':LIrded classified or unclassified employees. Pro%idLr I'1!rtllcl un.le•rs;:and, that Florida
Workers' Compensation benefits mailable to employees of the City are not :lt at [able to Provider.
and. i:U1111 :19;t:1411 insurance for any e'n:j ioyee or aLtnl a; Provider
rendering services to the (11y under this Agreement.
23. CONTINGENCY CLAI:SE: Funding for this Agreement is contingent on the
mailability of fiords and continued) authorization for program activities, and the Agreement is
suhlect to amendment or termination due to lack of funds. reduction of funds and.or change in
revulutions, upon thirty (30) days notice.
24. RI-,\1 1R:NIAT1ON OF REPRESENTATIONS: Provider hereby reaffirms all of the
representations contained in the Solicitation Documents.
23. F:\'Clio•: ICE EiN1ENT: This instrument and its attachments constitute the sole and
only ;t reerpF.' of the parties rel.'ig to the subject .-latter hereof and conk..city set forth the
rights, duties, and obligations of each to the other as of its effective date. Any prior agreements,
11
f:Affix \otarySeaD
promises. negotiations, or representations not exprr:sslsrt forth in this .\treentent are of no
force or effect.
26, COUNTERPARTS: This Agreement may he 4.ccuted in MO ur r:toie counterparts,
each of ,, hich shall constitute an original but all of which. 11 hen taken together. shall constitute
one and the Nitrite Agreement.
27. SPECIAL 1NSuR.:\1'CE •NI) INDEMNIFICATION RIDER: Please
appitca'tilc: • •
initial
IN WITNESS WHEREOF, the parties hereto have caused this instrument to he
executed by their respective officials (hereunto duly authorized, this the day and year above
rilien.
ATTES I•.
Print Name: 1'b'tLE.SA 'C)t6,0
Title: 1 I .5)ti+-�
fyw Tins.+ CodT..
11 my Co m-Atom 17073E934
Eap,u r * rbM 20.?COT
-Provider"
./. ..i/U'V C /.4,4) r /CIO r; z ,C.c.P
a Florida Limited Liability Partnership
Tiy,s++�-
Print Narfr'c; C' , Chiocca
Title: Part (ter
12
I s
I i:/22,7;r7
f'r 1,cai A Thomrlson
\rmi. >vim •\S Fo(m Av)
ci)?no.-criNc
(1.11:•:,. At:0:11Q%
C't 1 OF )111)11, 3 mtinicip:11
corpornti(1n
APPROVE) AS TO INSCRAWT
•IREArr \IS!
teur)-,th•
iitii CArrillo
Nlar;;s:1)::111