HomeMy WebLinkAboutExhibit 2AMENDMENT #2
TO THE
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF MIAMI
AND
RACHLIN, COHEN, AND HOLTZ, LLP
FOR EXTERNAL AUDITING SERVICES
This document is Amendment #2 ("Amendment#2") to the Professional Services
Agreement entered into between the parties on October 1, 2004 (the "Agreement", a copy
of which is attached hereto as Attachment A and made a part hereof) is entered into this
day of , 2007, 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 to execute the Agreement with Provider 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 required an increase for the second year
only of the Agreement in an amount not to exceed $60,000 from an amount not to exceed
$370,000 to $430,000 and subsequently to the total contract amount from an amount not
to exceed $1,109,000 to $1,169,000, and such increase for the second year only was
authorized by the City Commission by Resolution No. 06-0428, adopted July 13, 2006,
due to the fact that additional time was required for an updated scope of services; and
WHEREAS, accordingly, the City and Provider subsequently entered into an
Amendment to the Professional Services Agreement, dated August 18, 2006t
("Amendment # 1 ", a copy of which is attached hereto as Attachment B and made a part
hereof); and
WHEREAS, the Department of Finance now requires an increase for the third
and final year of the Agreement in an amount not to exceed $50,000 from an amount not
to exceed $390,000 to $440,000 and subsequently to the total contract amount from an
amount not to exceed $1,169,000 to $1,219,000, and such increase for the third and final
year has been authorized by the City Commission by Resolution No. , adopted
, 2007, due to the fact that additional time was and is required for field work from
the Provider 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
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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 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 (collectively, the "Additional Services Update" a copy of
which is attached hereto and made a part hereof as Attachment C); and
WHEREAS, the Agreement requires to be amended again by this Amendment #2
and executed by the City Manager and the Provider;
WHEREAS, the Provider agrees to provide the additional services as specifically
described, and under the special terms, conditions, and compensation set forth in the
Agreement, this Agreement #2, and Attachment"C"; and
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 by this Amendment #2 as follows:
TERMS
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 each of Attachment A to the Agreement,
Attachment C to Amendment #1, and Attachment C to this Amendment #2.
2. Compensation: Section 5 of the Agreement is hereby amended to read as
follows:
The total amount of compensation payable by the City to Provider shall be
increased for the third and final year of the Agreement by an amount not to
exceed $50,000, from $390,000 to $440,000, and subsequently, to the total
contract amount from $1,169,000 to $1,219,000. 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 by Amendment #1 and Amendment #2, 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
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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 and as further amended,
shall remain in operative force and effect.
4. All Attachments are part of the Agreement, as amended and as further
amended, and are each deemed as being expressly incorporated by reference
herein as if set forth in full in the Agreement, as amended and as further
amended. The parties, acting by and through an authorized corporate officer
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 amendments.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers duly authorized.
"City"
CITY OF MTAMI, a municipal corporation
ATTEST:
By:
Priscilla A. Thompson, City Clerk Pedro G. Hernandez, City Manager
ATTEST:
"Provider"
Rachlin, Cohen, and Holtz, LLP, a
Florida limited liability partnership
By:
Print Name: Print Name:
Title: Title:
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
Jorge L. Ferandez LeeAnn Brehm, Risk Management
City Attorney Director
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Attachment A —
Professional Services Agreement— to be provided upon document
eatecution
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Attachment B- Amendment #1
to be provided upon document execution
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