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HomeMy WebLinkAboutRequest for ProposalsPABLO R. VELEZ, ESQ., CPPB DANIELJ. ALFONSO Interim Chief Procurement Officer City Manager ADDENDUM NO. 1 RFP No. 439312 April 30, 2014 Request for Proposals for External Auditing Services TO: ALL PROSPECTIVE PROPOSERS: The following changes, additions, clarifications, and deletions amend the RFP documents of the above captioned RFP, and shall become an integral part of the Contract Documents. Words and/or figures stricken through shall be deleted. Underscored words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein and reflect same on the documents you have on hand. Please find below Questions from prospective proposers and the City's Answers to those Questions: Q1: The RFP requires that the proposer provide documentation of the firm's good standing to practice before the Securities and Exchange Commission. The SEC does not issue any kind of letter of good standing to a CPA firm. They have the right to suspend practice, but they do not provide licenses, etc. What is the City looking for specifically? Is proof that we are registered with the PCAOB sufficient? Al: Proof that the firm is registered with the PCAOB and a letter from the firm indicating whether the SEC has suspended any of the firm's practices. Q2: The RFP states all policies and/or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Is the City requesting that the successful firm provide copies of actual insurance policies? Does your current firm provide copies of their actual insurance policies? We consider our insurance policies to be confidential and proprietary information, especially in Tight of the Florida Sunshine Act requirements, which would make such policies available to the public. We can provide insurance certificates as requested. Would that be sufficient? A2: Risk will accept certificates of insurance in lieu of the insurance policies, but we would like to be provided with the pertinent endorsements such as additional insured, and primary and non- contributory, and any other pertinent endorsements. The City reserves the right to request from the successful proposer copies of insurance policies in connection with the services herein rendered, in the event of a legal dispute at which point, the City shall give written notice to the successful proposer of such request. Q3: Can we be provided with a copy of the contract currently in place with the current auditing firm? A3: Please refer to attached copy of the PSA with the current provider. Addendum No. 1 April 30, 2014 RFP No. 439312 Q4: The indemnification provision in the RFP/Sample PSA appears to request the auditor to provide indemnity that is not allowable under our professional standards as established by the American Institute of Certified Public Accountants. Is the indemnification provision in the RFP/Sample PSA the same provision that your current auditors have agreed to? Can we provide a proposed indemnification provision that is in accordance with our professional standards? A4: Due to the limited information provided, the Law Department has advised that the prospective proposer submit with their proposal the formal written standards for auditors and indemnification being referred to. A generalized reference will not be acceptable, but rather the prospective proposer must submit the actual written standard with a citation the City can verify. Alternatively, a written explanation from the firm's insurance broker shall be submitted with the proposal response. Additionally, please refer to the RFP, Section 1.35. EXCEPTIONS TO GENERAL AND/OR SPECIAL CONDITIONS OR SPECIFICATIONS. Q5: Can we be provided with a copy of the CAFR, Single Audit Report, SAS 114 Letter and Management Letter for the fiscal year ended September 30, 2013? A5: The City of Miami FY 2013 CAFR is on line at http://wvvw.Miamloov.com/finance/papes/. The Single Audit and the Management Letter will not be available until the approximate date of May 3th Q6: When will the City be ready for the year end fieldwork to begin? Will the City have all year end full accrual and modified accrual entries prepared prior to the start of the year end fieldwork? A6: The City would like the incoming auditors to perform interim work prior to fiscal year end. The City expects for final fieldwork to begin on November 10, 2014. On November 10 the City will have all of the entries known as of the hard close of the general ledger. Subsequent to the hard close there may be entries related to invoices received after the close that need to be accrued; entries related to capital assets; entries related to items concerning revenue that are not received by the City's respective revenue recognition period. Additionally, there may be other entries that may be needed to correct and or adjust revenues, expenses and/or balance sheet items. Q7: Does the City receive SSAE 16 reports for all third party service providers utilized? A7: We are not aware of receiving any SSAE 26 reports. Q8: How many journal entries were proposed by the auditor for the September 30, 2013 audit? Can we be provided with a copy of these journal entries? A8: In total, there were 17 entries proposed by the auditors. The city consolidated the entries into 6 entries. 8 for capital related items; 5 were for additional accruals and corrections to accruals; 2 were to correct beginning balances --identified by the City; and 2 for deferred revenue corrections Q9: Will bonds be issued during fiscal year 2014? If yes will these be new or refunding bonds? A9: The City is not anticipating issuing bonds. Page 2 Addendum No. 1 April 30, 2014 RFP No. 439312 Q10: a) Why is the RFP for auditing services being issued? b) Will the current firm be allowed to bid? A10: a) The contract was a three year contract with two one year options. The auditors completed the three year contract, but elected not to exercise the option. b) The current auditors are welcomed to bid Q11: What is the most important thing the City is looking for in their auditor? Al 1: The City is looking for the auditors to perform a thorough and quality audit; the City is looking fo.r a commitment from the auditors of working with the City to ensure the timely issuance of the CAFR and the other required reports. Q12: What were the fees paid for audit services for that last three years? Al2: Audit fees paid by fiscal year are: FY 2013---$550,000 FY 2012---$550,000 FY 2011---$471,000 Q13: Can you please provide the single audit reporting? A13: The FY 2013 report is not finalized. We will provide the FY 2013 report as soon as it is available. A copy of the FY 2012 was provided. Q14: Can you please provide any management letter comments that were issued for the FY 2013 audit? A14: The FY 2013 report is not finalized. We will provide the FY 2013 report as soon as it is available. A copy of the FY 2012 was provided. Q15: Can you please provide the status of any findings or comments from the FY 2012 audit? A15: The final status of FY 2012 comments will be included in the FY 2013 Management Letter and Single Audit. We will provide both reports as soon as they are available. The expected completion date of both reports is no later than May 8, 2014. Q16: We noticed that the prior auditors only completed a 3 year contract without any of the .option years. Was not granting an extension the City's decision? Or the auditors decision? Can a reason be provided as to why no extension was granted? A16: It was the auditor's decision. Q17: For FY 2014, is the City subject to both a Federal and Florida Single Audit? A17: Yes, the City will be subject to both the Federal and Florida Single Audit. Q18: Did the prior auditors use an SBE firm as a subcontractor under their contract? 1 noticed that the RFP did not suggest the use of an SBE firm. Does the City recommend or consider with higher regard if the prime contractor uses an SBE firm to be part of the team? Page 3 Addendum No. 1 April 30, 2014 RFP No. 439312 A18: • The auditors hired a subcontractor. No additional consideration is being granted for this. Q19: Page 25; with respect to the insurance coverage, we assume that the City only needs to be named an additional insured for the firm awarded the contract? A19: Proof of insurance in accordance with the requirements of the RFP, will only be required of the successful proposer. Q20: I realize in looking through the RFP I couldn't locate the due date for submission. I see who to submit it to and the time frame to be able to ask questions but couldn't locate the submission due date. A20: The submission date is the "closing date" of May 13, 2014 at 1:00 p.m., as indicated on the cover page of the RFP document. Q21: The RFP also alludes to various "forms (response forms)" to be submitted but there is nothing included with the RFP if there are such prescribed forms that have to be included with the RFP response. Are there any special prescribed forms that the City wants to have included? A21: The only "response form" provided with the RFP document is the "Certification Statement" (page 2 & 3 of the RFP), and this is addressed in Section 4.1.A. of the RFP. For additional and detailed instructions in regards to the format and content of your proposal submittal, please refer to the RFP, Section 4.0. Submission Requirement. Q22: a) Is there a timeframe on the reference letters? b) Do they have to be written specifically for this proposal or can we use reference letters written within a certain timeframe? A22: a) The reference letter should be submitted with the proposal. b) The preference would be for reference letters specific to the RFP, but reference letters written within the last three months, from existing clients will suffice. Q23: Do Sub -Consultants also need to provide 2 reference letters? A23: Sub -consultants should provide the same information as the prime. Please refer to Sections 2.12. and 4.1. of the RFP for additional information regarding Sub-Consultants/Contractors/Auditors. Q24: Can you please provide the audit fees paid for FY 2012 and FY 2013 and please provide any breakdown if it wasn't one fee (Le. between financial audit, single audit, special compliance audits, etc.) A24: Refer to Al2. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN Sincere) Pablo R. Velez, Esq., CPPB Interim Director/Chief Procurement Officer PRV:ms Cc: RFQ File Page 4 Form 1(a) SERVICES AGREEMENT OR PROFESSIONAL SERVICES AGREEMENT This Agreement is entered into this 3 4day of i0 Vrnbel', 2011 (but effective as of j J bvernbeY 3, 26 )1) by and between the City of Miami, a municipal corporation of the State of Florida ("City"), and Ernst & Young, 'LLP, a 1� limited liability partnership ("Provider"). RECITAL A. The City has issued a Request for Proposals ("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. • B. • The Commission of the. City of Miami; by Resolution No. 11-0318, adopted on July 28, 2011, approved the selection of Provider and authorized the City Manager to execute a contract, sunder the terns and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Provider and the City agree as follows: TERMS 1. RECITALS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The Contract shall include this Agreement for auditing services, as well as the following documents, which are incorporated herein by reference: a. The City's Request for Proposal and all of its addenda and attachments issued on May 2, 2011. b. Contractor's Certificate of Insurance required under Section 2.9 of the Request for Proposal. c. Contractor's engagement letter dated October 21, 2011. d. Contractor's Proposal. 2. TERM: . The term of this Agreement shall be three (3) years commencing on the effective date hereof 3. OPTION TO EXTEND: The City Manager shall have two (2) option(s) to extend the term hereof for a period of one (1) year each, subject to availability and appropriation of funds. 4. SCOPE OF SERVICE: A. Provider agrees to provide the Services as specifically described, and under the special terms and conditions set forth in Attachinent "A" hereto, which by this reference is incorporated into and made a part of this Agreement. B. Provider represents and warrants to the City that: (i) it possesses all qualifications, 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 of permit fees, occupational licenses, etc,, nor in the performance of any obligations to the City; (iii) all personnel assigned to perform the Services are and shall be, at all Limes during the term hereof, fully qualified and trained to perform the tasks assigned to each; and (iv) the Services will be performed in the manner described in Attachment "A". 5. COMPENSATION: A. The amount of compensation payable by the City to Provider shall be based on the rates and schedules described in Attachment "B" hereto, which by this reference is incorporated into this Agr:eetnent; provided, however, that in no event shall the amount of 2 ICLO: 25420G:M1..1)ci:Tins 1:Rnst& Young. External Auditing PSA.docx compensation exceed $ 550,000 annually. In the absence of a duly executed amendment to this Agreement, The City shall have no liability for payment of any compensation beyond the limitations expressed in this Section. B. Unless otherwise specifically provided in Attaclunnent "B", payment shall be made withiin forty five (45) days after receipt of Provider's invoice, which 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 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 or any other material whatsoever which is given by the City to Provider or which is otherwise obtained or prepared by Provider pursuant to or under the terms of this Agreement is and shall at all tunes 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 written consent of the City Manager, which may be withheld or conditioned by the City in its sole discretion. 7. AUDIT AND INSPECTION RIGHTS: A. The City may, at reasonable tunes, and for a period of up to three (3) years following the date of final payment by the City to Provider under this Agreement, audit, or cause to be audited, those books and records of Provider which are related to Provider's performance under this Agreement. Provider agrees to maintain all such books and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement. 3 KLG: 28,1206:NU.DG:I'inl Rltnsl & Young -External Auditing PSA.docx )3. The City may, at reasonable times during the term hereof, inspect Provider's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Provider under this Agreement conform to the terms hereof and/or the terms of the Solicitation Documents, if applicable. Provider shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests oT 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 saine maybe 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, 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 by the City. 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 4 KLG 2842O6:MLI3G:Pinnl ERnst & Young- External Auditing PSA.docx keeping, etc. City and Provider agree to comply with and observe all applicable laws, codes and ordinances as they may be amended from time to time. 11. INDEMNIFICATION: Provider shall indemnify, defend, save and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the performance or non-performance of the services contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of 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 statutes, ordinances, or other regulations or requirements of any govermnental authority, federal or state, in connection with the performance of this Agreement, Provider expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of Provider, or any of its subcontractors, as provided above, for which the Provider' s liability to such employee or former employee 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 for the limitations period prescribed by Florida law. This Indemnification provision shall obligate the Provider to defend (at its own expense) to and through appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at the Cit Attorney's option, any and 5 KLG: 2i4206:MLDO:Pinnl Ellnst Sc Young -External Auditing PSA.docx 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 by the Provider, 12. DEFAULT: If Provider fails to comply with any term 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 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 elate 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 continence 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 rand 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 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 6 KLG: 28 420C:NILDG:Final ai ns4 & Young- EXteriial And iting PSA.docx amount of compensation under this section exceecls $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 approvaI); or (iii) City has waived compliance with the procedure set forth in this section by written instruments, signed by the City Manager. 14. CITY'S TERMINATION RIGIITS: A. The City shall have the right to terminate this Agreement, 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 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 and Provider shall reimburse to the City all amounts received while Provider was in default under this Agreement. 15. INSURANCE: Provider shall, at all times during the term hereof, maintain such insurance coverage as may be required by the City, All such insurance, including renewals, shall 7 KLO: 28,4206:MLUG:rinal L'Rnst & Young- External Auditing PSA.doox 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 contract 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, 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 of additional liability insurance coverage or coverage which is different in kind, the City reserves the right to require the provision by Provider of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) clays 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 written notice, this Contract 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. NONDIS CRIMINATION: Provider represents and warrants to the City that Provider does not and will not engage in discriminatory practices and that there shall.be no discrimination in connection with Provider's performance under this Agreement on account of race, color, sex, religion, age, handicap, 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, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement, 8 K.LG: 2Sd206:MLDG:Fiuul Most & Young- EXterllal Airditillg PSA,docx 17. ASSIGNMENT: 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 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: TO THE CITY: •Gracelyn F. Hodge, Partner Ernst & Young, LLP 201 South Biscayne Blvd Suite 3000 Miami, FL 33134 19. MISCELLANEOUS PROVISIONS: A. • S. Chirctit, Interim Finance Director Finance Department City of Miami 444 SW 2" Ave Suite 618 Miami, FL 33130 Johnny Martinez, P.E., City Manager City of Miami 3500 Pan American Drive • ° Mani, FL 33133 Julie 0. Bru, City Attorney City of Miami • Office of the City Attorney 444 SW 2" Ave, 9t1' Floor Miami, FL 33130' This Agreement shall be construed and enforced according to the la`vs of the State of Florida. Venue in any civil action between the parties shall be in Miami -Dade County, Florida. 9 KLG:284206:MLDG:Final ERnst 8: Young -External Auditing PSA.docx • 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. 13. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. D. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jutisdiction to be invalid, illegal or otherwise unenforceable under the laws of the S tate of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then sane shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. 20. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 21. INDEPENDENT CONT.RA.CTO.R: Provider has been procured and is being engaged to provide services to the City as an independent contractor, and not as an agent or employee of tlhe City. Accordingly, Provider shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor airy 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, 10 k LG: 28420G:MLDG: Finul Must & Young- L"xternal Auditing PSA.docx , and agrees to provide workers' compensation insurance for any employee or agent of Provider rendering services to the City under this Agreement. .22. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendinent or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice. '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 are of no force or effect. 25, COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. • 26. AMENDMENT: The City Manager shall have the sole authority to amend this agreement under the conditions set forth in the.Resolution. 27. SPECIAL INSURANCE AND TNDE.MNI.IiICATION RIDER: Please see attached Insurance Exhibit attached hereto and made part of this Agreement and any extension hereof. 11 KLG:28420G:MLDO:Fina1 LRnsl & Young -External Auditing PSA.docx IN WITNESS WHEREOF, the parties Hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. Priscilla A. Thompson, City Cl rk APPROVED AS TO FORM AND CORRECTNESS: Julie 0, Ent City Attorney "City" CITY OF MIAMI,a nuintci • al CorpO pion Join 1�, Martinez,» .E., az tiger APPROVED/AS TO IN 'URAN E REQUIREMENTS: /j Calvin llis Director Risk Management "Provider" Ernst & Youn a F.lerik limited lia By: ✓ Ey: Print Name: ; , Cl) r r' CM+ Piz Title: n }-n/,m Finance. Di rt-d it Tithe: 12 KLG: 284206:NILDG:I inul Eltnst 6: Young- EXternal Auditing PSA.docx partnership corporation Request fbr Proposals (RFP) 271251,1 3, Specifications 3.1. SPECIiFICAI'IONS/SCOPE OF WORK 3.] Introduction A. General Information The City of Miami, Florida (hereinafter referred to as the "City") is soliciting Proposals from qualified and experienced independent Certified Public Aceountortts (CPA's) and/or firms licensed to practice in the State of Florida, to audit its financial statements for the fiscal years ending September 30, 2011, 2012 and 2013, with the option of auditing its financial statements 'breach of the two subsequent fiscal years. The City intends to continue to prepare financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP). The annual financial audit is be performed in accordance with auditing standards generally accepted in the United States of Arrierica cad the standards applicable to financial audits contained in Government Auditing • Standards issued by the Comptroller General of the United States. In addition, the audit will be conducted in accordance with the provisions of Chapter 10.550, Rules of the Auditor General, which govern, the conduct of governmental audits perforated in the Stale of Florida. The single audit will be perforated in accordance with auditing standards generally accepted in the 'United States of America; the standards applicable to financial audits contained in Government Auditing Standards .issued by the Comptroller General of the United States, the provisions of the Federal Single Audit Act of 1984, OMB Circular A-133, Audits of States, Local Governments, and Non -Profit Organizations, and Chapter 10.550 Rules of the Auditor General. The Government Pittance Officers Association (GFOA) awarded the Certificate ofAchievement for Excellence in Financiallteportirng to the City of Miami for its Comprehensive Annual Financial Reports (CAFR's) .for rhe-fiscal years ended September 30, 1999 through 2009. The City's 2010 CAFR has been submitted for program review with the expectation that ir will also qualify for a Certificate of Achievement. The City desires to continue its successful participation in the Certificate program. The selected auditing firm, therefore, should be prepared to render any necessary assistance in this regard. 13. Terra of Engagement . A three-year contract is contemplated, with two one-year options to renew. 3.2. Nature of Services Required A. General • These audits are to be performed in accordance with the provisions contained in this request for proposal. 1t. Scope of Work to be Performed 1. The City desires the independent auditor to express an opinion on the fair presentation of the basic financial statements of the City, in conformity with generally accepted accounting principles. 2. The City also desires the auditor to express an opinion on the fair presenration of its government -wide and fund financial statements and schedules in conformity with generally accepted accounting principles (GAAP). The auditor is not required to audit the supporting schedulea'contained in the comprehensive annual .financial report. However, the auditor is to provide an "in -relation -to" opinion on the supporting schedules based on the auditing procedures applied during the audit of the governrnent•wide nectf utd financial statements and schedules. The auditor is not required to audit the introductory section of the report or the statistical section or ilie report. 3. The auditor shall also be responsible for perfornning certain limited procedures involving supplementary information, specifically Management's Discussion and Analysis and other required supplementary information as required by the Governmental Accounting Standards Board as mandated by generally accepted auditing standards. 4, The auditor is required to audit the schedule ofexpenditures of Federal and State awards in accordance with. the Federal and Florida Single Audit Act respectively. • 5. The auditor is not required to audit the Pension Trust .Fund for the General and Sanitation Employees, Firefighters, and Police Officers, as the Trust Funds will be audited by other independent auditors who will furnish their report to the principal independent Auditor during the engagement. C. Auditing Standards to be Followed Page31 0f42 Requesrfor Proposals (R1'T') 27.125.1,1 To meet the requirements of this request for proposals, the audit shall be performed in accordance with; 1. Generally Accepted Auditing Standards as set Forth by the American institute of Certified Public Accountants; 2. Government Auditing Standards, issued by the Comptroller General of the United States; 3. The provisions of the Federal Single Audit Act of 1984. (as amended in 1996 and subsequently); 4. The Florida Single Audit Act; 5. The provisions of U.S. Office of lvlanagement and Budget (OMB) Circular A-133; 6. Audits of State and Local Government Units, rind Non -Profit Organizations, Audits of State and Local Governments (Revised), issued by the Arerican Institute of Certified Public Accountants; 7. Regulations of the State of Florida Department of Banking and Finance; O. Rules of the Auditor General, State of Florida, Chapter [0-550 (Local Government Audits) and Chapter 10-600 (Audits of State Grants and Aids Appropriations under Section 215.97 Florida Statutes); 9. State of Florida Auditor General Selection Guideliries (2007) prepared by the Auditor Selection Task Force; 10, Section 11.45, Florida Statutes; 11. Chapter 218.39 and any other applicable Florida Statutes; 12. Generally accepted governmental accounting standards; 13. Any other applicable federal, state, localregulations or professional guidelines not specifically listed above as well as any additional requirements which may be adopted by these organizations in the Marc. D. Required Reports Following the completion of the audit of the fiscal year's financial statements for the City, the auditor shall issue; 1. The City's Audit Advisory Committee (AAC), as codified in Section 2-950(4) of the City Code, shall maintain liaison with the selected independent auditor,. including but not limited to monitoring of the independent auditor's work progress, andreviewitttr the preliminary and final reports issued by the independent auditor. 2. A report on tho audit of the financial statements for each of the three (3) fiscal years. The report shall contain an expression of the auditor's opinion as to whether the information contained in the financial statements is presented fairly and in conformance with accounting principles generally accepted in the United States of America. If the auditor cannot express such an opinion, the reasons should be so stated in the report. Further, the auditor's opinion, with respect to the supplemental financial information presented in the combining and individual fund financial statements and schedules shall also snake a reference as to their fairness in ail .material respects in relation to thc basic financial statements, 3. A report on internal control over financial reporting and on compliance and other natters based on an audit of financial statements performed in accordance with Government Auditing Srcrndards. 4. A report on compliance with requirements applicable to each major Federal program and State projects and on internalcontrol over compliance in accordance with OMB Circular A-133 and Chapter 10.550, Rules of theAudIror Oenerul. Sixty (60) copies arc required as well as an electronic copy. In tho required report[s] on.intcrrtat controls, the auditor shall communicate any reportable conditions found during the audit. A reportable condition shall be defined as a significant deficiency in the design or operation of the internal control structure, which could adversely affect the organization's ability to record, process, summarize and report financial data consistent with the assertions of management in the financial statements. Reportable conditions that are also material weaknesses shall be identified as such in thc report. NVon-reportable conditions discovered by the auditors shall be reported in a separate letter to management, which shall be referred to in the reports) an internal controls. The reports on compliance shall include all instances of noncompliance. Irregularities and illegal acts, Auditors shall be required to make nn immediate, written report of all irregularities and illegal acts, or indications of illegal acts, of which they become aware to the following parties; • City Auditor General • Finance Director Page 32 of42 Request for Proposals (RFP) 271251,I CFO • City Manager Audit Committee • Mayor • City Commission ,RAP. prtfne to the CNN Commission. Auditors shall assure themselves that the City Commission is informed through the Audit Committee of each of the following; A. The auditor's responsibility, under generally accepted auditing standards i3. Significant accounting policies C. Management judgments and accounting estimates D. Significant audit adjustments E. Other information in documents containing audited financial statements F. Disagreements with management G. Management consultation with other accountants I•I. Major issues discussed with management prior to retention I. Difficulties encountered in performing the audit 4. A detailed management letter shall be prepared in each of the three (3) fiscal years for use by the City. It should include a summation of audit findings and recommendations affecting the financial statements, internal control, accounting, accounting systems, legality of actions, and any other matters. Sixty (60) copies arc required as well as an electronic copy. The auditor's comwents in the management letter, which among other matters shall, make special mention of the following material items discovered within the scope of the audit. A. Whether irregularities reported inpreceding audit(s) have been corrected; l3. Whether recommendations made in preceding audit(e) have been followed, if adopted by the City; C. Whether the financial report fled with the FloridaDepartment of Financial Services pursuant to Section 218.32 is in agreement with the annual audit report for the said period and, if not, specify any significant differences; D. Recommendations to improve the City's present management accounting procedures, and internal control; E. Any violation of the laws, rules and regulations discovered within the scope of the audit; F. Any illegal expenditure discovered within the scope of the financial audit; G. Any improper or inadequate accounting procedures discovered within the scope of the financial audit: N. Any failure to properly record financial transactions discovered within. the scope of the audit; I. All other inaccuracies, irregularities, shortages and defalcations discovered within the scope of the financial audit by the Auditor; J. .A review of the provisions of Section 21 S.503(l) Florida Statutes, "Determination of Financial Emergency." • _ I( Compliance with Auditor General's rules, L. A review of compliance to the City's investment policy; speeificaily the cash flow analysis, liquidity assessment process, benehntarking and written procedures regarding all investments (including chose under the management control of the City staff and the Investment(Advisor), E. Special Considerations 1. The City will send its Comprehensive Annual Financial Report to the Government Finance Officers Association of the United States and Canada for review in their Certificate of Achievement for Excellence in Financial Reporting program. It is anticipated that the auditor will be required to provide any special assistance deemed necessary to the City in order ro meet the requirements of that program. 2. The City currently anticipates it will prepare one or more official statements in connection with the sale of debt securities which will contain the general purpose financial statements and the auditor's report thereon. The auditor shall be required, if requested by the City, financial advisor anchor the underwriter, to issue a "consent and citation of expertise" es the auditor and any neoessety "comfort letters". Costs Page 33 o1'42 Request for Proposals (RFP) 271251,1 associated with such additional work will be based on the hourly rates listed in the.auditor'sproposal. 3. The auditor will be required to perform program specific audits of certain grants/programs as required by granting agencies. Specifically, the City is required to perform a separate program specific audit of The Children's Trust Programs and the Building Better Communities Bond Projects. These program specific audits are to be considered separate from the City's financial statement audit and fees for said program specific audits will be negotiated separately based on the hourly rates listed in the audit proposal. d. The auditor•may be requested to perform additional agreed upon procedures as required by the City. The agreed upon procedures engagernenis are to be considered separate from the City's financial statement audit and fees for said engagements will be negotiated separately based on the hourly rates listed in the audit proposal.. 5. The auditor may be requested to perform other audit related services as need by the City, Additional services required are to be considered separate from the City's financial statement audit and fees for said engagements will be negotiated separately based on the hourly rates listed in the audit proposal. • - • 6. The auditors will perform a review of the financial report of the City filed -with the Department of Banking and Finance, State of Florida, pursuant to Section 213.32, Florida Statutes, to verify that it is in agreement with the financial statements for the year ended September 30, 2011, and all subsequent years covered by this agreement. 7. The auditor shall assist the City in preparing the CAFR. The City shall retain ultimate responsibility for preparation of this document; hewover, the auditor shall provide the fallowing assistance: A. Proofreading the entire document; 13. Verification of the implementation of recommended improvements from thc prior year's submission to the GFOA under the Certificate of Achievement program; C. Verification of the implementation of new accounting standards and pronouncements; and, • D. Overall review including layout, design and suggested improvements. 8. The auditor must designate two (2) "key" members of the audit team. The City shall reaervo the right to approve any substitutions or changes in those staff designated as "key". 9. The auditor shall report to the City, at least weekly, the status of any potential audit adjustments so that the City may have adequate opportunity to investigate, gather information and respond if necessary. 10. At the expense of the City, the auditor agrees to have the audited financial statements of the second year of the contract terns submitted as part of their annual peerreview program. Additionally, the City reserves the right to request that the audited financial statements of any of the optional extensions of the contract years to also be submitted for peer review. The results of these peer reviews shall be communicated back to the City no later than ten (10) business days thereafter receipt of the completed review process. Additionally, the auditor shall make available to the City a copy of each external quality control review (peer review) conducted during the time period engaged by the City. 11. The auditor will offer, at no expense to the City, an ,annual •government training seminar to the City's accounting staff. This seminar will be offered locally and award eight j8) hours of CPE credits per staff member. 12. The partner in charge of the audit and the audit manager, or other CPA assigned to the audit, shall agree to communicate with the City Manager or designee, the Audit Advisory Committee, the Finance Committee or the City Commission, as deemed necessary. The auditor will attend the City Commission meeting et which time the audit report will be submitted for acceptance. The auditor will be available to present the report and to respond to City Commission questions as needed. F. Working Paper TteLetitia a and Access to 1Vorking Papers Alt working papers and reports must be retained, at the auditor's expense, for a minimum of three (3) years, unless the firm 3s notified in writing by the City of the need to extend the retention period, The auditor will be required to make working papers available, upon request, to the following paities or their designees: I, City of Miami 2. General Accounting Office (GAO) .3. Auditor General of the State of Florida 4. Parties designated by the federal or state governments or by the City of Miami as part of an audit quality review process Page 34 of 42 Request for Proposals (l2FP) 271251,1 5. Auditors of entities of which the City of Miami is a subreeipient of grant fiords. 6. In addition, the firm shall respond to the reasonable inquiries of successor auditors and allow successor auditors to review working papers relating to natters of continuing accounting significance. 7. The auditor will agree to notify the City if the 13oard'of Acr'ountnncy or any other regulatory agency requests it review of the audit work papers concerting the City or any government client audited by the auditor's local ofihcc. • 3.3. Description of the Government t . Ceetact Persons and Organization Chart The auditor's principal contact with the City of lvfiami will be the Finance Director or designee who will coordinate assistance to be provided. The accounting and financial reporting function of the City of Miami ere centralized in the Finance Department. An organizational chart of the Finance Department is attached as Attachment A. B, Background Information The City of Miami was incorporated July 28th,1896, and' has a population of approximately 399,000 according to 20I0 Census information. The City is situated at the mouth of the Miami River where it is a main port of entry into Florida and the county seat for Miami -Dade County, Florida. The City comprises 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 election held on May 17th, 1921 word wes legalized and validated by Chapter 9024 of the laws of the State of Florida of 1921. During fiscal year 1997, the residents of the City voted en a referendum that created single -member districts and an Executive Mayor form of government. The City Commission governs and legislates the City of Miami. It has five members elected on a district basis for a four-year terns. 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. The 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. (Please refer to Attachment B for the City's organizational chart and key personnel) The City provides the following services as authorized by its Charter: public safety, public works, community development, economic development, planning and zoning, building inspections, sanitation, parks and recreation, cultural enrichment, public improvements, and general administrative services. The City is organized into 32 departments and 13 agencies for the provision of the same. The accounting and financial reporting functions of the City are centralized within the Finance Department which is headed by Diana M: Gomez, Finance Director and consists of 67 employees, Marc.detailed information on the City's government and its finances can be found at the city's website at wwweedamigov.com. Concerning the same, a copy ofthe City's Comprehensive. Annual 'Financial Report (CAFR) for the year ended September 30, 2010, the Single Audit Report for the year ended September 30, 2009, and the City's approved budget for the year ending September 30, 2011, may be found at the City's website at www.miantigov.com. A copy of the September 30, 2009 Management Letter is attached as Attachment C. For Fiscal Year 2011, the City administers a combined operating budget of approximately S469,798,000. As of September 30, 2010, the City's total payroll is.approximately 8298,500,000 and covers approximately 4,000 employees. C. Fund Structure The accounts of the City are organized and operated on the basis of funds. The City uses the fallowing fund types and account groups in its internal financial reporting: General Fund Special Revenue Funds (25) Debt Service Funds (3) Capital Project Funds (11) Tnist and Agency Funds (5) Account Groups (2) D. Budgetary Basis of Accounting The City Commission annually adopts an operating budget resolution for all governmental funds of die City, except for the Capital Projects.Punds. The Capital Projects Funds are budgeted on a total project basis for which annual budgets art not available. For governmental funds, budgets aro prepared on n basis Page35of42 Request for Proposals (12FP) 271251,1 consistent with recounting principles generally accepted in the United States of America. E. Pension Plans The City sponsors the following separate single -employer defined benefit pension plans under the administration and management of separate Boards of Trustees: the City of Miami 'Fire Fighters' and Police Officers Retirement Trust (MO), the City of Miami General Employees' and Sanitation Employees' Retirement Trnst (GESS) and Other Managed Trusts, and the City of Miami Elected Officers' Retirement 'Trust (BORT). The financial statements for the pension plans are prepared using the accrual basis of accounting. These plans are reported as pension trust funds in the City's financial statements, and none of them reported in the City's Cairn, isaudited as pan of this engagement. F. Component Units The financial statements of the City include those of the primary government and those of irs component units. The City currently has six blended component units and seven discretely presented component units. None of the component units reported in the City's CAFR is audited as part of this engagement, however, theselected auditor may engage wish those entities separatcly.to audit their.financial statements. G.Joint Ventures The City of Miami does not participate in any joint ventures with other governments. H. Magnitude of Finance Operations The Finance Department is responsible for development of a comprehensive financial management system for the City to include centralized accounting and financial reporting. The Department oversees general ledger functions, accounts payable, project and grants monitoring, fixed asset reporting, treasury, Investment and debt management, accounts receivable, customer billing services, cash receipts, business to receipts (aka, occupational licenses), and payroll administration. The principal functions performed and the number of employees assigned to each is as follows: 1. Supporting IT Infrastructure The City of Miami implemented the Oracle E-Business Suite 11 Enterprise .Resource System (ER:P) on October 1, 2006. The City is in the process of upgrading to Oracle E-Business Suite 12 during calendar year 2011 and 2012. Specific modules included in the implementation were as follows: - General Ledger - Accounts Payable - Fixed Assets - Accounts Receivable - Projects and Grants - iReceivahles - Cash Management -'Expense iProcurernent •'Supplier - Sourcing - Procurement Contracts Human Resources - Payroll - Benefits With the implementation ofthe new ERP system, the City changed its chart of accounts. The new chart of accounts was developed consistent with world class best practices as well as the State of Florida's 'Uniform Accounting System Chart of Accounts. The City's new chart includes the following segments: the Fund, ' the Organization (Cost Center), the Object (Account) and two future use segments (Futurel, Futurc2). 3.4. information on the Records to be Audited The Government -wide financial statements are presented on the accrual basis of accounting. The Fund Financial Statements are presented on a modified accrual or accrual basis ofaccounting, depending on the find. type. The City's budget is incorporated into the general ledger and the encumbrance system is utihaerl . Page 36 of 4l2 Request for Proposals (RFF) 2712.51,1 for expenditures. The City currently finances its OPEB'on a pay-as-you-go basis, The City implemented DASD 43 and 45 in its fiscal year 2006 financial statements. . The previous audit was completed by McGladrey & Pullen, LL , which has the previous audit work • papers available for inspection to the successful proposer at its oftices at SO 1 Urickell Avenue, Suite 1050, Miami, FL 33131. Any fees involved, for reasonable personnel costs and out-of-pocket expenses associated with the work paper review wilt be the responsibility of the firm awarded the contract. 3.5,Assistunce to be Provided to the Auditor The finance department management personnel and staff will be available during the audit to assist the firm by providing information, documentation and explanations. Administrative help will be available to assist the, auditors with preparation of sending confumations. Clerical assistance will he available to help retrieve documents such as paid checks and invoices, and the accounting staff will be available for the preparation of schedules, The finance department staff will be responsible for preparing all financial statements, notes and other information in the CAFR. • The City of Miami will provide the necessary reproduction, report covers, tabs, divider pages and work binding' for the Comprehensive Annual Financial Report only. All other required reports oust be reproduced and bound by the auditors. The City of Miami will provide the auditors with reasonable work space, desks, and chairs. The auditor will also be provided with access to a telephone, photocopying facilities and FAX when required in the conduct of the annual audit. 3.6. Time Requirements The awarded firm may commence the examination as soon as notification award has been issued. Each of the' following should be completed by the auditors no later than the dates .indicated for the fiscal year 2011 audit. City ofMiami Financial Staternent Audit: I. Detailed Audit Plan The auditor shall provide the City of Miarni Audit Advisory Committee and the Finance Director by August 31 of each year both a detailed audit plan and a list of all schedules to be prepared by the City of Miami, 2. Interim Work The auditor may perform interim work during the summer months with prior coordination with the Finance Director. 3, Fieldwork The auditor shall complete all fieldwork by February 1 of each year. 4. Draft Reports The auditor shall have drafts of the audit reports and recommendations to management available for review by the Finance Director by February 15 of each year. ' 5. Auditor's Opinion The Auditor's Opinion must be provided no later than lvtarch 1st so City staff can proceed with report reproduction efforts and meet the GFOA deadline oflvfareh 31 st. City ofMiami Single Audit and Management Leiter: 1. Detailed Audit Plan The auditor shall provide the City of IvliamiAudit. Advisory Committee and the Finance Director by August 31 ofeach year both a detailed audit plan and a list of all schedules to beprepared by the City of Miami. 2. interim Work The auditor may perform interim work during the summer months with prior coordination with the Finance Director, 3. Fieldwork • The auditor shall complete all fieldwork by Fehruary 15 of each year. 4. Draft Reports Page 37 of 42 Request tbr Proposals (RFP) 271251,1 The auditor shall have drails of the Single Audit report and recommendations to management available for review by the Finance Director by Februsty 28 of each year. 5. Final Reports Final reports must be provided no later than March 31st. The auditor will be required to present the CAM, Single Audit and Management Letter to the City Commission in May each year, Page 38 of 42 • Fees for services r p hall submit a flat fee proposal for the whole of the five (5) year term of the Contract, Significant extenuating . circumstances may be considered by the City . In determining whether any adjustment should be made to the proposed rates for future years. The 'fee proposal for 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 Year 1 audit and the total fee proposed far that year of the engagement, ' Atfdltlonall"y', prdvlde'a fee schedule for the .complete audit and a singular hourly rate to be used for any additional work which the City may request outside •the scope of the contract, Discuss any additional services and fees far the same which Proposer can provide .and whioh'are not specifically listed within this RFP. FAILURE TO SUL M1T A FEE PROPOSAL AS REQUIRED AND IN"THEFORMAT DESCRIBED ABOVE' SHALL. DISQUALIFY PROPOSER FROM CONSiDERATICIN. • • chi m-l- �3 m L-;, >:;. "io ''ul(d3 J := l pea i - Refit il-aOrillio , itir -, Redec innq`3Udi ifees.;:..vi415,000 $427,000 $440,000 $453,000 $457.000 t5tagtyposttigte5)4. - _ _ _ _ $415,000 $42.7,000 $440,000 $453,000 $467,000 Ks,5l *? =j =f? Nate 1:Out' estlrhatetfcompensatlon for providing the services Indicated In Section 8.2, nature . of services required per the Request for Proposal, Is based upon, among other things, the. receipt of complete and accurate client assistance. which reconciles to the balances presented In the financial statements, In accordance with the agreed•upon timeline. Our proposal tee provides for a 3% escalation each year, Note 2: Our proposed reoccurring eudlt fees Include administrative and travel expenses Incurred by our firth and the subcontractors while providing audit services to the City. Note 3: Our proposed reoccurring audit fees Include the audit of five malt grant programs. The fee for each additfnnal.program, in excess of five, Is $8,500. Note 4: The hourly rete.to be used for any additional work, for which the City may request outside the= scope of this contract Is $175 per how: Note 5: Start up costs associated with year 1 or the engagement are estimated to be 15;1 of our reoccurring audit fees. These costs are not included In our lees, since it is our general practice to absorb these costs, • 11,0ttge.•ra,.d 2C1 I ItiOt5 `•.unc L.F AiCC;JFss C7�"' • CERTIFICATE OF LIABILITY INSURANCE DAT E(MIAYDDJYYYY) (0M5I2011 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RiGF1TS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING iNSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(los) must Ila ondorsod. If SUBROGATION IS WAIVED, subject t0 tha tonne and conditions of the policy, certain policies may require an endorsement. A statement an thts cortificatedoes not confer rights to the cerlllloele holder In Iieu of Such ondorsemenl(s). PRODUCER Aon nick 60rvi01.5 antral , Inc. •• Philadelphia PA OPfice One Liberty Place • 1650 1,tar•ket street, Suite 1000 phi 1adeluhia PA 19:103 USA CONTACT PHONE 1 FAX INO•rlo. er); (215) 255-2000 (AID Ho.). (212i5-1Gry3 .g) !OO . MWnen(siAPFORDIHGCOVERAGE HAWN' INSURED Ernst 6 Young LLP 2(10 Plaza Drive Attn: Mill cell Sabi n••cahi'l1 Secaucus Hp 07004-3699 USA ' INSURER A: New rinmpshire ins Co 23841 INSURER & Pacific Indemnity Co 2.0345 aISURERc: Chubb, Ins Co of Ner1 Dersey 41386 INSURER 0: Chartis casualty Company 40258 INSURERE: Insuronce. Company of the State of PA 10429 INSURER FI Illinois National Insu ranee Co 23317 COVERAGES CERTIFICATE NUMBER: 57004347240A REVISION NUMBER; TI•)IS IS TO CERTIFY THAT TI•IE POLICIES OF INSURANCE LISTED BELOW NAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE PDLiCY PERIOD INDICATED, NOTINITHSTANDlMC ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY FIE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN t3 SUBJECT TO ALL THE TERMS, EXCLUSIONS AI,O CONDITIONS Of- SUCH POL CIEs, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAI 3S• Limits shown are as requasted WA' LTR 'OYPE OP INSURANCE ADOI i1S uIJ00 5YV0 PeUcTiJU0000 POLICY 066 0tR,UDD1YYM1 PUUCY EY.r1T (m6unort?YY[I UNITS C GENERAL LiAem rY 1,2,13630 1/el/LP 017U1/2U7.( UCH OCCURRENCE! S1,0001000 ` COMMERCIAL GENERAL UAW rCRCrd1 Liability •DNMcJ1:40 REN't6U PREMISES IEu cccun OD,) $1,000,o00 C11,1r1S-MA0E I OOCCUR MEDEXP(Any one Dam) C25,000 X Ptoa•Conq,OpWWmGenf Ago • PERSOI•IALaAIYJINJURY $1,000,000 • GENERALAGGREGATE SZ,000,000 GENL AGGREGATE LIINTAPPfL�IES PER: PRODUCTS • COMP:OP AGG 71 r'OUCY 11 PI: f ^ f Loc EnlpbyeeOener/Lb $1,000,000 0 AUT0MURILEUAEILIrY 731843D2 01.41./2011o1/IOI/2012 C060100OSINGLELIMrr 3Ee aacur,ntl 51,000,000 , _ X ANY AVM AOr0171obl1e - 0usinoss BODILY INJURY (Per puman) X ALL OWNED + CCHEOULED DURY (Perocala DOWN INJURY — -A AUTOS 611005 AOT05 _ X ',UrnsPROPERre NONA'NNED AUTOS DNdace (Pela ivanl 10nducb --._ ' UMSRI+LLA MO OCCUR EACH OCCURRENCE , — EXCESS LIA6 CL/JM11.1,L40E AGO0et7ATE DED RE EIMON A . WOnHEHB COMPENSATION AND EMPLOYERS' LIAl1IUITY 015883956 08/01/201100/01/201.2 y VWC STATU•1 OTH• TORYLIMnS ER n Y(1J OPFIr0RR,E10EHExM1131007�EGUDVE in gm %porkers Compen se ti on•.ADS 015883959 08/01/2011 OS/01/2012 E.LEICHACCiDENT Y1,000,000 DAsnnolary In NH) [_1 ID: amass Workers covens a ci on -nos EL 010E02E.EA EMPLOYEE 31,600,000 • yes, ESCi1Nn0OP NOPERATIONS bunny EL. OISEYSE•POLICYLIMN 51,000,000. OeaCRIPT1911 CF OPERATIONS t LICATIDNE I VIIHIcLE0 (mach AC0R0101, AAtllllnngl Ren : DD Sa0n lula, a mono space to loqulreEl 1 - 4JaiVW' of Subrogation, fix cent to Ile extent prohibited by laws, is included as respects Workers Compensation.• - 2- city OF Miami is included SS an Additi0n0,1 Insured, as Ito interest may appear a5 respects cener•al Liability and Automobile r Liability, CERTIFICATE HOLDER city of All am c/o r'urchasing Dept, 444 Su 2nd Ave, Bch f1r. Mi and Ft. 28130 usA CANCELLATION R110ULO ANY OF THE ABOVE OESCRIDGO POLICIES DE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, T10TICE WILL SE 1EUV0100O IN ACCORDANCE WITH THE POLICY PROVISIDNS. AUTHORIZED REl'IIESEPJTATIVE AGGRO 25 (2010(05) 0i988.2010 A00R0 CORPORATION. A11 rights reserved The AGGRO neme sod logo aro registered t31Rrk0 of ADORE/ Holder Identifier C, z NJ L= al ' 0 Attachment to ACORD Certificate for mast & Young LU' The terms, conditions nnd'prttvisions noted below tiro hereby attached to the tontiOnecl eetiitiente os additional description of the coverage atlbrdcd by the insurur(5).'1'his tillneluucnL does not contain rill Leans, conditions, coverage: or exclusions contained in the policy. rlsanto Ernst & Yount} LLP 200 Plaza Drive Attn: xathleen Sa6ia^Cnhil'I socaocus N) 07094-3609 IISA ADDITIONAL POLICIES certificate limn Ihrpolicy IhniiS. ICa policy below flocs rip INSi/REP. .INSURI?R fNBLIRrik INSURER INSURER ,,am t:!'a 'fYl9; V4ln:i U1L\NCB AUnL IRSn SUox MTN ret.rcvnunmr•:,v POLtCt• I)E IUPTLON ror.ICY EFr tAIlRoIlY11i7 2 I t 'tiS7r t IAUNN1Y1999 LIU!11S ' WORKERS COMPENSATION A N/A 01588.3058 workers Compensation -FL 0810//2011 08/01/2012 P N/A 6lS883960 Workers compensation -WI 08/01/2011 08/01/2012• E N/A 015883957 Workers Como ens ati on -CA 08/01/2011 08/01/2012 • N/A wc020149384 Workers CompennaC'tan•.T:: 38/01/2010 08/01/2011 NIA 015883061 workers Curnpensacion-MA 08/01/20L1 08/01/2012 •Certilleate No ; S700/13472405 Verification of Insurance We, the undersigned Insurance Brokers, hereby verify that North American Capacity Insurance Company has issued the following described insurance, which is in force as of the date hereof: Issued to: Type of Insurance: • Name of Assured: Policy No. Underwriters: Period: Limit: City of Miami c/o Purchasing Dept 444 SW 2nd Ave 6th Floor Miami, Florida 33130• U.S.A. PROFESSIONAL INDEMNITY INSURANCE Ernst & Young U.S. LLP ZZL0000059.07 North American Capacity Insurance Company 12:01 a.m. February 15th, 2011 to 12:01 a.m. February 15th, 2012 US$1,000,000 each claim and in the aggregate Subject to the terms, conditions, exclusions enct limitations of the Policy. This document is furnished as a matter of Information only. The issuance of this document does not make the person or organization to whom it is issued an additional Assured, nor does it modify In any manner the contract of insurance between the Assured and the Underwriters. Any amendment, change or extension of such contract can only be effected by specific endorsement attached thereto, Minot Inc. Date: AugList8, 2011 Per: Montreal, Quebec Senior Vice President 2011V0100009t.dor. q Eli ERNST&YOUNG City of Miami, Florida 3500 Pan American Drive Miami, FL 33133 Attention: Johnny Martinez, City Manager Ladies and Gentlemen: Ernst & Young LLP Suite 3000 201 South Biscayne Boulevard Mlami,FL 3313.1.5313 Tel: +13053 E14111 Fax: •E1 30511151411 • www.ey.coni October 21, 2011 1. This agreement (together with all attachments hereto, the "Agreement") confirms the engagement of Ernst & Young LLP ("we" or "EY") to audit and report on the basic financial statements of the governmental activities, the business -type activities (if applicable), the aggregate discretely presented component units, each major fund and the aggregate remaining fund information, which collectively comprise the basic financial statements of the City of Miami, Florida (the City) for the years ended September 30, 2011, September 30, 2012, and September 30, 2013. We also will audit and report on each major federal program and state financial assistance project of the City for the years ended September 30, 2011, September 30, 2012, and September 30, 2013 in accordance with the Single Audit Act Amendments of 1996; the provisions of OMB Circular A-133 Audits of States, Local Governments and Non -Profit Organizations (OMB Circular A-133); Section 215.97, Florida Statutes; and Chapter 10.550, Rules of the Auditor General. All of the services described in this paragraph are referred to collectively as the "Audit Services" or the "audits." Audit responsibilities and limitations 2. The objective of our audit of the financial statements is to express opinions on whether the basic financial statements for each applicable opinion unit are presented fairly, in all material respects, in conformity with U.S. generally accepted accounting principles. We also will conduct an audit in accordance with the Single Audit Act Amendments of 1996; the provisions of OMB Circular A-133; Section 215.97, Florida Statutes; and Chapter 10.550, Rules of the Auditor General and will include tests of accounting records, a determination of major federal programs and state financial assistance projects, and other procedures we consider necessary to enable us to express an opinion on compliance fdr each major federal program and state financial assistance project and to render the required reports. 3. We also will provide a report on internal control over financial reporting related to the financial statements and compliance With laws, regulations and the provisions of contracts or grant agreements and other matters, noncompliance with which could have a material effect on the City of Miami, Florida Page 1 or 13 - 1110=1302273 A n,'in )i f limn "I Erna! & Young Global Lindi rd II iu 'f''� ERNST&1111111111111111-111"OUNG financial statements, as required by Government Auditing Standards. We will not perform sufficient procedures to render an opinion on internal control over financiai reporting nor on compliance with laws, regulations and the provisions of contracts or grant agreements and other matters, and therefore, we will not express such an opinion. This report is intended solely for the information and use of management, those charged with governance, others within the entity, federal and state awarding agencies and, if applicable, pass -through entities and is not intended to be and should not be used by anyone other than these specified.parties. 4. We will report on the fairness of the schedule of expenditures of federal awards and state financial assistance when considered in relation to the financial statements taken as a whole. We also will report on: I. Internal control related to major federal programs and state financial assistance projects and provide an opinion on compliance with laws, regulations and the provisions of contracts or grant agreements that could have a direct and material effect on each major federal program and state financial assistance project in accordance with the Single Audit Act Amendments of 1996; the provisions of OMB Circular A-133; Section 215.97, Florida Statutes; and Chapter 10.550, Rules of the Auditor General. i(. The report on internal control and compliance is Intended only for the information and use of management, those charged with governance, others within the entity, and federal and state awarding agencies, and, if applicable, pass -through entities, and are not intended to be and should not be used by anyone other than these specified parties. 5. Should conditions not now, anticipated preclude us from completing our audits and issuing our reports we will advise you and those charged with governance promptly and take such action as we deem appropriate. 6. We will conduct the audit of the basic financial statements in accordance with auditing standards generally accepted in the United States, as established by the American Institute of Certified Public Accountants (the "AICPA"), and the standards for financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we obtain reasonable rather than absolute assurance that the basic financial statements for each opinion unit are free of material misstatement whether caused by error or fraud. As management is aware, there are inherent limitations in the audit process, including, for example, selective testing and the possibility that collusion or forgery may preclude the detection of material error, fraud or illegal acts. Accordingly, there is some risk that a material misstatement of the financial statements may remain undetected. Also, an audit is not designed to detect error or fraud that is immaterial to the basic financial statements. We will conduct our audit of major federal programs and state financial assistance projects in accordance with auditing standards established by the AICPA, the standards for financial audits contained in City of Mlaml, Florida Page 2 of 13 —1110-1302273 A mrud"n limn 01 01151 8 Yount) Glom unlit od 111 111l111111100,,..E ERNST YOUNG Government Auditing Standards issued by the Comptroller General of the United States, Single Audit Act Amendments of 1996; the provisions of OMB Circular A-133; Section 215.97, Florida Statutes; and Chapter 10.550, Rules of the Auditor General. 7. As part of our. audit of the basic financial statements, we will consider, solely for the purpose of • planning our audit and determining the nature, timing and extent of our audit procedures, the City's internal control. Our consideration of internal control for the audit of the financial .. .statements will..not be sufficient to enable us to. express an opinion on the effectiveness of internal control over financial reporting or to identify all significant deficiencies and material weaknesses. 8. In accordance with AICPA auditing standards, we will communicate certain matters related to the conduct and results of the audit to those charged with governance. 9. If we determine that there is evidence that fraud or possible illegal acts may have occurred, we will bring such matters to the attention of the appropriate level of management. if we become aware of fraud involving senior management or fraud (whether committed by senior management or other employees) that causes a material misstatement of the basic financial statements, we will report this matter directly to those charged with governance. We will determine that those charged with governance and appropriate members of management are adequately informed of illegal acts that come to our attention unless they are clearly inconsequential. We also will inform those charged with governance and appropriate members of management of significant audit adjustments, material violations of contracts or grant agreements and material abuse noted during our audit procedures. 10, 'We will communicate in writing to managen'ient and to those charged with governance all , significant deficiencies and material weaknesses identified during our audit, as well as any significant deficiencies and material weaknesses communicated to management and to those charged with governance in previous audits that have not yet been remediated. 11. We also may communicate other opportunities we observe for economies in or improved controls over the City's operations. 12. As part of our engagement, we will apply certain limited procedures to City's required supplementary information (RSi). The .RSI consists of Management's Discussion and Analysis, budgetary comparison schedules, pension information, other postemployment benefit information, and infrastructure information under modified approach reporting, if applicable. Those limited procedures will consist principally of inquiries of management regarding the methods of measurement and presentation of RSI, which management will affirm to us in its representation letter. However, we will not audit the information and will not express an opinion on it. City of Miami, Florida Page 3 of 13—1110-1302273 , Imvrwer Imn mf E1,151 GI;,Ual Limited I111111111Illiif � E'RNST&VOUNG 13: Supplementary information other than RSi, such as combining and individual fund and nonmajor fund financial statements, introductory and statistical sections, also may accompany the City's basic financial statements. We will subject all supplementary information that is financially - ' oriented to the audit procedures applied In our audit of the basic financial statements and render our opinion on whether that information is fairly stated, in all material respects, in relation to the basic financial statements taken as whole. We will not subject supplementary information that comprises nonaccounting information or accounting information not directly related to the basic financial statements to the auditing procedures applied, .in our audit of the basic financial statements and therefore will not express an opinion on this supplementary information. 14. To the extent required by law, we will make our audit documentation available to a federal or state agency or to the Comptroller General of the United States Government Accountability Office and provide copies upon their request. Audit documentation, as well as appropriate individuals, also will be made available upon request to appropriate auditors and reviewers. We shall promptly notify the City of any such request to review our audit documentation. 15. An audit performed in accordance with Government Auditing Standards is not designed to detect violations of laws or regulations or provisions of contracts or grant agreements that do not • have a direct and material effect on the financial statements or other financial data significant to the audit objectives. 16. Because the determination of abuse is subjective, an audit conducted in accordance with Government Auditing Standards does not provide reasonable assurance of detecting abuse. 17. In some circumstances in accordance with Government Auditing Standards, we may be required to report fraud, illegal acts, violations of provisions of contracts or grant agreements and abuse directly to parties external to the City. 18. In accordance with Government Auditing Standards, we will report in a .management letter immaterial violations of provisions of contracts or grant agreements and immaterial abuse unless clearly inconsequential considering both qualitative and quantitative factors. 19. Under Government Auditing Standards, we are required to provide to the City our most recent peer review report and any letter of comment, as well as subsequent peer review reports and letters of comment received during the term of this Agreement. Our most recent peer review report, letter of comment and our responses to the letter of comment, as applicable, accompany this Agreement. City of Miami, Florida Page 4 of 13 — 1110-1302273 A /number firm of I.•rna 8 ?pun(' Glottal I.iuffled i lIJfIlilI" ERNST&YOUNG Management's responsibilities and representations 20, The basic financial statements are the responsibility of management. Management also is responsible for establishing and maintaining effective internal control, for properly recording transactions in the accounting records, for safeguarding assets and for the overall fair presentation of the basic financial statements. Management also is responsible for the identification of, and for the City's compliance with, laws and regulations and provisions of contracts and grant agreements applicable to its activities. 21. Management is responsible for adjusting the basic financial statements to correct material misstatements and for affirming to us in its representation letter that the effects of any uncorrected misstatements accumulated by us during the current audit and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial ' statements for each opinion unit. 22. Management is responsible for apprising us of all allegations involving financial improprieties received by management or those charged with governance (regardless of the source or form and including, without limitation, allegations by "whistle -blowers") and providing us full access to these allegations and any internal Investigations of them, on a timely basis. Allegations of financial improprieties include allegations of manipulation of financial results by management or employees, misappropriation of assets by management or employees, intentional circumvention of internal controls, inappropriate influence on related party transactions by related parties, intentionally misleading EY or other allegations of illegal acts or fraud that could result in a misstatement of the financial statements or otherwise affect the financial reporting of the City. If the City limits the information otherwise available to us under this paragraph (based on the City's claims of attorney/client privilege, work product doctrine or otherwise), the City will immediately inform us of the fact that certain information is being withheld from us. Any such withholding of information could be considered a restriction on the scope of the audit and may prevent us from opining on the City's applicable opinion units for the basic financial statements; after the form of report we may issue on such financial statements; or otherwise affect our ability to continue as the City's independent auditors. We will disclose any such withholding of information to those charged with governance. 23; As required by AICPA auditing standards, we will make specific inquiries of management about the representations contained in the basic financial statements. AICPA auditing standards also require that, at the conctusion of the audit, we obtain representation letters from certain members of management about these matters. The responses to those inquiries, the written representations, and the results of our procedures comprise evidence on which we will rely in forming an opinion on the applicable opinion units for the basic financial statements. Management is responsible for providing us with all financial records and related information on City of Miami, Florida Page 5 of 13— 1110-1302273 A mcmbot rime of ErnM 8 Yminq l.IoI l [Auk(' • 111111I'I11llillllr El ERNST& OUNG a timely basis, and its failure to do so may cause us to delay our report, modify our procedures or even terminate the Audit Services. 24. Management shall make appropriate inquiries to determine whether the City has a capital lease, material cooperative arrangement or other business relationship with EY or any other member firm of the global Ernst & Young organization (any of which, an "EY Firm") *other than one pursuant to which an EY Firm performs professional services. 25. Management shall discuss any independence matters with EY that, in management's judgment, could bear upon EY's independence. 26: The City shall be responsible for its personnel's compliance with the City's obligations under this Agreement. 27. Management is responsible for the following, as provided in Government Auditing Standards: Distributing the report on internal control over financial reporting and on compliance and other matters, as well as making copies thereof available for public inspection unless the report is restricted by law or regulation or contains confidential or sensitive information. • Acknowledging the auditor's role (if any) in preparing draft financial statements and related notes, or in converting cash -basis financial statements to accrual -based financial statements. • Reviewing, approving .and taking responsibility for the financial statements and related notes. • Identifying for you previous financial audits, attestation engagements, performance audits or other studies related to the objectives of the audit being undertaken and the corrective actions taken to address significant findings and recommendations. Applying a process to track the status of audit findings and recommendations, Providing views on any of your current findings, conclusions and recommendations, as well as management's planned corrective actions, for the report and the timing and format for providing that information. • Taking timely and appropriate steps to remedy fraud, illegal acts, violations of provisions of contracts or grant agreements or abuse that you report. City of Miami, Florida Page 6 of 13—1110.1302273 A member iron n1 land P. Voted Glom' 1.6tiled 11 111111ti lll,l,,. ERNST&-YOUNG 28. Management is responsible for the following as provided in the Single Audit Act Amendments of 1996; the provisions of OMB Circular A-133; Section 215.97, Florida Statutes; and Chapter 10.550, Rules of the Auditor General: • Complying with the requirements of Office of Management and Budget (OMB) Circular A-133, Audits of States, Local Governments, and Non -Profit Organizations; Section 215.97, Florida Statutes; and Chapter 10.550, Rules of the Auditor" General; • Preparing the appropriate financial statements, including the schedule of expenditures of federal awards and state financial assistance; • Establishing and maintaining effective internal control over compliance for federal programs and state financial assistance projects that provides reasonable assurance that federal awards and state projects are being managed in compliance with laws, regulations and the provisions of contracts or grant agreements that could have a material effect an each of its federal programs and state financial assistance projects; Complying with laws, regulations and the provisions of contracts and grant agreements related to each of its federal programs and state financial assistance projects; Following up and taking corrective action on audit findings, including preparing a summary schedule of prior audit findings and corrective action plans; Submitting the reporting package to required recipients and the data collection form to the designated federal audit clearinghouse; and • Communicating to EY any significant vendor relationships where the vendor is responsible for program compliance. Fees and billings 29. We estimate that fees for the services outlined herein are as follows: September 30, 2011 $415,000 September 30, 2012 $427,000 September 30, 2013 $440,000 • We will submit our invoices based on the following schedule and we expect that payment of them will be made upon receipt: November 10t', December 1st, and January 3rd. City of Miami, Florida Page 7 of 13 —1110-1302273 A uw,n¢rr (inn 01 Hrn5I ft V,o ici Global Uudmd 1111111111111ili"l, !I EWVST&YOUNG 30. Our estimated fees include the audit of twelve major federal programs or state financial assistance projects. The fee for each additional major federal program or state financial assistance project, in excess of twelve, is $8,500. 31. Our estimated pricing and schedule of performance are based upon, among other things, our . preliminary review of the City's records, including, the number of major funds, the number of opinion units, the number of major federal programs and state financial assistance projects and whether the City qualifies as a low -risk auditee in accordance with OMB Circular A-133 and the representations the City's personnel have made to us and are dependent upon the City's personnel providing a reasonable level of assistance. Should our assumptions with respect to thesee matters be incorrect or should the condition of records, degree of cooperation, or other matters beyond our reasonable control require additional commitments by us beyond those upon which our estimates are based, we may adjust our fees and planned completion dates. Fees for any special audit -related projects, will be billed separately from the fees referred to above and will be the subject of other written agreements. 32. If we are requested or authorized by the City or are required by government regulation, subpoena, or other legal process to produce our documents or our personnel as witnesses with respect to our engagements for the City, the City will, so long as we are not a party to the proceeding in which the information is- sought, reimburse us for our professional time and expenses, as well as the fees and expenses of our counsel, incurred in responding to such requests. _ Other matters 33. From time to time; and depending on the circumstances, (1) we may subcontract portions of the Audit Services to other EY Firms, who may deal with the City or its affiliates directly, though EY alone will remain responsible to you for the Audit Services, and (2) personnel (including non - certified public accountants) from an affiliate of EY or another, any other EY Firm or any of their respective affiliates or from •independent third -party service providers (including independent contractors), may participate in providing the Audit Services. In addition, third -party service providers may perform services for EY in connection with the Audit Services. Unless prohibited • by applicable law, we may disclose the City's Information to other EY Firms and their personnel to facilitate performance of the Audit Services, to comply with regulatory requirements, or for • quality, risk management or financial accounting purposes. Either EY or the City may use electronic media to correspond or transmit information relating to the Audit Services, and such use will not, in itself, constitute a breach of any confidentiality obligations. In the circumstances summarized above, if applicable, we will discuss and coordinate the related efforts with the City's Finance Director. City of Miami, Florida Page 8 of 13 — 1110-1302273 A meml,ut firm of Ernrd g Yu,lml Gloh,I Lii, MO I I I I I l 111111"I l B ERNST & YOUNG 34. The City shall not, during the term of this Agreement and for 12 months following its termination for any reason, without .the prior written consent of EY, solicit for employment, or hire, any current or former partner, principal or professional employee of EY, any affiliate thereof, any other EY Firm or any of their respective affiliates if any such professional either: (i) performed any audit, review, attest or related service for or relating to the City at any time (a) during the • then current fiscal year of the City up to and including the date of the audit report for that year or (b) in the 12 months ended on the audit report date for the immediately preceding fiscal year. or (it) influences EY's. operations or .financial policies or has any capital balances or any other continuing financial arrangement with EY. 35. The City may not make a claim or bring proceedings relating to the Audit Services or otherwise under this Agreement against any other EY Firm or our or its subcontractors, members, shareholders, directors, officers, partners, principals or employees (all of whom, "EY Persons"). The City shall make any claim or bring proceedings only against EY. This paragraph is intended to benefit the other EY Firms and all EY Persons, who shall be entitled to enforce it. Each EY Firm is a separate legal entity. 36. We may collect, use, transfer, store or otherwise process (collectively, "Process") City information, that can be linked to specific individuals ("Personal Data"). We may Process Personal Data in various jurisdictions in which EY and the other EY Firms operate (which are listed at www.ey.com). We will Process the Personal Data in accordance with applicable law and professional regulations, including, where applicable, the European Union Safe Harbor program of the U.S. Department of Commerce, in which EY participates. We will require any service provider that Processes Personal Data on our behalf to adhere to such requirements. If any City information. is protected health information .under . the Health Insurance Portability and Accountability Act, as amended, this Agreement is deemed to incorporate all of the terms otherwise required to be included in a business associate contract relating to such information. The City warrants that it has the authority to provide the Personal. Data to EY in connection with the performance of the Audit Services and that the Personal Data provided to us has been Processed in accordance with applicable law. 37. By your signature below, you confirm that the City, throughthose charged with governance, has expressly authorized you to enter into this Agreement on behalf of, and to bind, the City. Either EY or the City may execute this Agreement (and any supplements or. modifications hereto) by electronic means, and each of EY and the City may sign a different copy of the same document. 38. EY retains ownership in the workpapers compiled in connection with the performance of the Audit Services. However, representatives of the cognizant or oversight agency or their designee, other governments, audit staffs, and the U.S. Government Accountability Office shall have access to the audit working papers upon their request and our consent: Access to requested workpapers will be provided under the supervision of EY audit personnel and at a location City of Miami, Florida Page 9 of 13—1110-1302273 A memhcr lirin Al Pram. 6'hronrl Global Limited lIIIIIIIIilllll' Ili ERNST&YOU.1NG designated by EY. In addition, EY shall maintain the working papers for a period of at least three years after the date of the report, or for a longer period if requested to do so by the cognizant or oversight agency. 39. Except for a claim limited solely to seeking non -monetary or equitable relief, any dispute or claim arising out of or relating to the Audit Services, this Agreement or any other services provided by or on behalf of EY or any of its subcontractors or agents to the City or at the City's .. request, .shall, be. resolved by mediation .or arbitration as .set forth in the attachment to this Agreement, which is incorporated herein by reference. Judgment on any arbitration award may be entered in any court having jurisdiction. 40, If any portion of this Agreement is held to. be void, invalid or otherwise unenforceable, in whole or part, the remaining portions of this Agreement shall remain in effect. This Agreement applies to all Audit Services performed at any time (including before the date of this Agreement). To the extent that EY agrees to perform Audit Services for a subsequent fiscal year, the terms and conditions set forth in this Agreement shall apply to the performance of such Audit Services, except as specifically modified, amended or supplemented in writing by the parties. Changes in the scope of the Audit Services and estimated fees for such services in subsequent fiscal years will be communicated in supplemental letters. We may terminate performance of the Audit Services and this Agreement upon written notice if we reasonably determine that we can no longer provide the Audit Services in accordance with applicable law or professional obligations. Upon any termination of the Audit Services or this Agreement, the City shall pay EY for all. work -in -progress, Audit Services already performed and expenses incurred by us up to and including the effective date of such termination. City or Miami, Florida Page 10 of 13 —1110-1302273 A member II( of Lrnsl u Young GIaI, I Limit I 11>>1I0111"ll"1" Elluvsr&YouNG .EY appreciates the opportunity to be of assistance to City. If this Agreement accurately reflects the terms on which the City has agreed to engage EY, please sign below on behalf of City and return it to Gracelyn Hodge, Ernst & Young, 201 South Biscayne Blvd., Suite 3000, Miami, FL 33131. ' Very truly yours, Agreed and accepted by: City of Miami, Florida Bv. Jo ny Martine City Manager City of Miami, Florida Page 11 of 1.3—1110-1302273 A,i ,nli r (inn Al. Ernst n'. Yuunq Glohal Limped Dispute resolution procedures Mediation A party shall submit a dispute to mediation by written notice to the other party or parties. The mediator shalt be selected by the parties. If the parties cannot agree on a mediator, the International Institute for Conflict Prevention and Resolution ("CPR") shall designate a mediator at the request of a party. Any mediator must be acceptable to all parties and must confirm in writing that he or she is not, and will not become during the term of the mediation, an employee, partner, executive officer, director or substantial equity owner of any Ernst & Young audit client. The mediator shall conduct the mediation as he/she determines, with the agreement of the parties. The parties shall discuss their differences in goad faith and attempt, with the mediator's assistance, to reach an amicable resolution of the dispute. The mediation shall be treated as a settlement discussion and shall therefore be confidential. The mediator may not testify for either party in any later proceeding relating to the dispute. The mediation proceedings shall not be recorded or transcribed. Each party shall bear its own costs in the mediation. The parties shall share equally the fees and expenses of the mediator. If the parties have not resolved a dispute within 90 days after written notice beginning mediation (or a longer period, if the parties agree to extend the mediation), the mediation shall terminate and the dispute shall be settled by arbitration. In addition, if a party initiates litigation, arbitration or other binding dispute resolution process without initiating mediation, or before the mediation process has terminated, an opposing party may deem the 'mediation requirement to have been waived and may proceed with arbitration. Arb itration .The arbitration will be conducted in accordance with.the.•procedures in this document and the CPR Rules for Non -Administered Arbitration ("Rules") as in effect on the date of the Agreement, or such other rules and procedures as the parties may agree. In the event of a conflict, the provisions of this document will control. The arbitration will be conducted before a panel of three arbitrators, to be selected In accordance with the screened selection process provided In the Rules. Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation or enforceability of any of these procedures, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may be appointed unless he or she has agreed in writing to these procedures and has confirmed in writing that he or she is not, and will not become during the term of the arbitration, an employee, partner, executive officer, director or substantial equity owner of any Ernst & Young audit client. City of Miami, Florida Page 12 or 13 — 111D-1302273 The arbitration panel shall have no power to award non -monetary or equitable relief of any sort or to make an award or impose a remedy that (i) is inconsistent with the agreement to which these procedures are attached or any other agreement relevant to the dispute, or (ii) could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated• as confidential. The parties and the arbitration panel may disclose the existence, content or results of the arbitration only in accordance with the Rules or applicable professional standards. Before making any such disclosure, a party shall give written notice to all other parties and shall afford them a reasonable opportunity to protect their interests, except to the extent such disclosure is necessary to. comply with applicable law, regulatory requirements or professional standards. The result of the arbitration shall be binding on the parties, and judgment on the arbitration award may be entered in any court having jurisdiction. City of Miami, Florida Page 13 of 13 —1110-1302273 City of Miami Request for Proposals (RFP) Purchasing Department Miami Riverside Center 444 SW 2nd Avenue, 6m Floor Miami, Florida 33130 Web Site Address: http://ci.miami.fl.us/procurement RFP Number: Title: Issue Date/Time: RFP Closing Date/Time: Pre -Bid Conference: Pre -Bid Date/Time: Pre -Bid Location: Deadline for Request for Clarification: Buyer: Hard Copy Submittal Location: Buyer E-Mail Address: Buyer Facsimile: 439312 Request for Proposals for External Auditing Services 17-APR-2014 05/13/2014 @ 13:00:00 None Thursday, April 24, 2014 at 12:00 Noon Suarez, Maritza City of Miami - City Clerk 3500 Pan American Drive Miami FL 33133 US msuarez@miamigov.com (305)400-5025 Certification Statement Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and retain a copy for your files. Prices should include all costs, including transportation to destination. The City reserves the right to accept or reject all or any part of this submission. Prices should be firm for a minimum of 180 days following the time set for closing of the submissions. In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (I) certify that we have read your solicitation, completed the necessary documents, and propose to furnish and deliver, F.O.B. DESTINATION, the items or services specified herein. The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations, or debarred or suspended as set in section 18-107 or Ordinance No. 12271. All exceptions to this submission have been documented in the section below (refer to paragraph and section). EXCEPTIONS: We (I) certify that any and all information contained in this submission is true; and we (I) further certify that this submission is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or service, and is in all respects fair and without collusion or fraud. We (I) agree to abide by all terms and conditions of this solicitation and certify that I am authorized to sign this submission for the submitter. Please print the following and sign your name: SUPPLIER NAME: ADDRESS PHONE: FAX• EMAIL: BEEPER. SIGNED BY: TITLE: DATE. FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM SHALL DISQUALIFY THIS BID. Certifications Legal Name of Firm: Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Year Established: Office Location: City of Miami, Mimi -Dade County, or Other Occupational License/Business Tax Receipt Number: Occupational License/Business Tax Receipt Issuing Agency: Occupational License/Business Tax Receipt Expiration Date: Will Subcontractor(s) be used? (Yes or No) Please list and acknowledge all addendum/addenda received. List the addendum/addenda number and date of receipt (i.e. Addendum No. 1, 7/1/07). If no addendum/addenda was/were issued, please insert N/A. Line: 1 Description: Provision of external auditing services per the Specifications/Scope of Work section herein. Category: 94620-10 Unit of Measure: Dollar Unit Price: $ Number of Units: 1 Total: $ U. R. A -f A'7 Request for Proposals (RFP) 439312 Table of Contents Terms and Conditions 6 1. General Conditions 6 1.1. GENERAL TERMS AND CONDITIONS 6 2. Special Conditions 26 2.1. PURPOSE 26 2.2. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL INFORMATION/CLARIFICATION 26 2.3. TERM OF CONTRACT 26 2.4. CONDITIONS FOR RENEWAL 26 2.5. NON -APPROPRIATION OF FUNDS 26 2.6. MINIMUM QUALIFICATION REQUIREMENTS 27 2.7. CONTRACT EXECUTION 27 2.8. FAILURE TO PERFORM 27 2.9. INSURANCE REQUIREMENTS 28 2.10. PRE-BID/PRE-PROPOSAL CONFERENCE 30 2.11. CONTRACT ADMINISTRATOR 30 2.12. SUBCONTRACTOR(S) OR SUBCONSULTANT(S) 30 2.13. COMPLETE PROJECT REQUIRED 31 2.14. TERMINATION 31 2.15. ADDITIONAL TERMS AND CONDITIONS 31 2.16. CHANGES/ALTERATIONS 32 2.17. COMPENSATION PROPOSAL 32 2.18. EVALUATION/SELECTION PROCESS AND CONTRACT AWARD 32 2.19. ADDITIONAL SERVICES 33 2.20. HOURLY RATE 33 2.21. RECORDS 33 2.22. AMENDMENTS TO THE CONTRACT 33 2.23. TRUTH IN NEGOTIATION CERTIFICATE 33 3. Specifications 34 3.1. SPECIFICATIONS/SCOPE OF WORK 34 4. Submission Requirements 43 4.1. SUBMISSION REQUIREMENTS 43 5. Evaluation Criteria 47 5.1. EVALUATION CRITERIA 47 Page 5 of 47 Request for Proposals (RFP) 439312 Terms and Conditions 1. General Conditions 1.1. GENERAL TERMS AND CONDITIONS Intent: The General Terms and Conditions described herein apply to the acquisition of goods/equipment/services with an estimated aggregate cost of $25,000.00 or more. Definition: A formal solicitation is defined as issuance of an Invitation for Bids, Request for Proposals, Request for Qualifications, or Request for Letters of Interest pursuant to the City of Miami Procurement Code and/or Florida Law, as amended. Formal Solicitation and Solicitation shall be defined in the same manner herein. 1.1. ACCEPTANCE OF GOODS OR EQUIPMENT - Any good(s) or equipment delivered under this formal solicitation, if applicable, shall remain the property of the seller until a physical inspection and actual usage of the good is made, and thereafter is accepted as satisfactory to the City. It must comply with the terms herein and be fully in accordance with specifications and of the highest quality. In the event the goods/equipment supplied to the City are found to be defective or does not conform to specifications, the City reserves the right to cancel the order upon written notice to the Contractor and return the product to the Contractor at the Contractor's expense. 1.2. ACCEPTANCE OF OFFER - The signed or electronic submission of your solicitation response shall be considered an offer on the part of the bidder/proposer; such offer shall be deemed.accepted upon issuance by the City of a purchase order. 1.3. ACCEPTANCE/REJECTION — The City reserves the right to accept or reject any or all responses or parts of after opening/closing date and request re -issuance on the goods/services described in the formal solicitation. In the event of such rejection, the Director of Purchasing shall notify all affected bidders/proposers and make available a written explanation for the rejection. The City also reserves the right to reject the response of any bidder/proposer who has previously failed to properly perform under the terms and conditions of a contract, to deliver on time contracts of a similar nature, and who is not in a position to perform the requirements defined in this formal solicitation. The City further reserves the right to waive any irregularities or minor informalities or technicalities in any or all responses and may, at its discretion, re -issue this formal solicitation. 1.4. ADDENDA — It is the bidder's/proposer's responsibility to ensure receipt of all Addenda. Addenda are available at the City's website at: http://www.ci.miami.fl.us/procurement 1.5. ALTERNATE RESPONSES MAY BE CONSIDERED - The City may consider one (1) alternate response from the same Bidder/Proposer for the same formal solicitation; provided, that the alternate response offers a different product that meets or exceeds the formal solicitation requirements. In order for the City to consider an alternate response, the Bidder/Proposer shall complete a separate Price Sheet form and shall mark "Alternate Response". Alternate response shall be placed in the same response. This provision only applies to formal solicitations for the procurement of goods, services, items, equipment, materials, and/or supplies. 1.6. ASSIGNMENT - Contractor agrees not to subcontract, assign, transfer, convey, sublet, or otherwise dispose of the resulting Contract, or any or all of its right, title or interest herein, without City of Miami's prior written consent. 1.7. ATTORNEY'S FEES - In connection with any litigation, mediation and arbitration arising out of this Contract, each party shall bear their own attorney's fees through and including appellate litigation and any post judgment Page 6 of 47 Request for Proposals (RFP) 439312 proceedings. 1.8. AUDIT RIGHTS AND RECORDS RETENTION - The Successful Bidder/Proposer agrees to provide access at all reasonable times to the City, or to any of its duly authorized representatives, to any books, documents, papers, and records of Contractor which are directly pertinent to this formal solicitation, for the purpose of audit, examination, excerpts, and transcriptions. The Successful Bidder/Proposer shall maintain and retain any and all of the books, documents, papers and records pertinent to the Contract for three (3) years after the City makes final payment and all other pending matters are closed. Contractor's failure to or refusal to comply with this condition shall result in the immediate cancellation of this contract by the City. 1.9. AVAILABILITY OF CONTRACT STATE-WIDE - Any Governmental, not -for -profit or quasi -governmental entity in the State of Florida, may avail itself of this contract and purchase any and all goods/services, specified herein from the successful bidder(s)/proposer(s) at the contract price(s) established herein, when permissible by federal, state, and local laws, rules, and regulations. Each Governmental, not -for -profit or quasi -governmental entity which uses this formal solicitation and resulting bid contract or agreement will establish its own contract/agreement, place its own orders, issue its own purchase orders, be invoiced there from and make its own payments, determine shipping terms and issue its own exemption certificates as required by the successful bidder(s)/proposer(s). 1.10. AWARD OF CONTRACT: A. The Formal Solicitation, Bidder's/Proposer's response, any addenda issued, and the purchase order shall constitute the entire contract, unless modified in accordance with any ensuing contract/agreement, amendment or addenda. B. The award of a contract where there are Tie Bids will be decided by the Director of Purchasing or designee in the instance that Tie Bids can't be determined by applying Florida Statute 287.087, Preference to Businesses with Drug -Free Workplace Programs. C. The award of this contract may be preconditioned on the subsequent submission of other documents as specified in the Special Conditions or Technical Specifications. Bidder/Proposer shall be in default of its contractual obligation if such documents are not submitted in a timely manner and in the form required by the City. Where Bidder/Proposer is in default of these contractual requirements, the City, through action taken by the Purchasing Department, will void its acceptance of the Bidder's/Proposer's Response and may accept the Response from the next lowest responsive, responsible Bidder or Proposal most advantageous to the City or re -solicit the City's requirements. The City, at its sole discretion, may seek monetary restitution from Bidder/Proposer and its bid/proposal bond or guaranty, if applicable, as a result of damages or increased costs sustained as a result of the Bidder's/Proposer's default. D. The term of the contract shall be specified in one of three documents which shall be issued to the successful Bidder/Proposer. These documents may either be a purchase order, notice of award and/or contract award sheet. E. The City reserves the right to automatically extend this contract for up to one hundred twenty (120) calendar days beyond the stated contract term in order to provide City departments with continual service and supplies while a new contract is being solicited, evaluated, and/or awarded. If the right is exercised, the City shall notify the Bidder/Proposer, in writing, of its intent to extend the contract at the same price, terms and conditions for a specific number of days. Additional extensions over the first one hunched twenty (120) day extension may occur, if, the City and the Successful Bidder/Proposer are in mutual agreement of such extensions. F. Where the contract involves a single shipment of goods to the City, the contract term shall conclude upon completion of the expressed or implied warranty periods. Page 7 of 47 Request for Proposals (RFP) 43912 G. The City reserves the right to award the contract on a split -order, lump sum or individual -item basis, or such combination as shall best serve the interests of the City unless otherwise specified. H. A Contract/Agreement may be awarded to the Bidder/Proposer by the City Commission based upon the minimum qualification requirements reflected herein. As a result of a RFP, RFQ, or RFLI, the City reserves the right to execute or not execute, as applicable, an Agreement with the Proposer, whichever is determined to be in the City's best interests. Such agreement will be famished by the City, will contain certain terms as are in the City's best interests, and will be subject to approval as to legal form by the City Attorney. 1.11. BID BOND/ BID SECURITY - A cashier's or certified check, or a Bid Bond signed by a recognized surety company that is licensed to do business in the State of Florida, payable to the City of Miami, for the amount bid is required from all bidders/proposers, if so indicated under the Special Conditions. This check or bond guarantees that a bidder/proposer will accept the order or contract/agreement, as bid/proposed, if it is awarded to bidder/proposer. Bidder/Proposer shall forfeit bid deposit to the City should City award contract/agreement to Bidder/Proposer and Bidder/Proposer fails to accept the award. The City reserves the right to reject any and all surety tendered to the City. Bid deposits are returned to unsuccessful bidders/proposers within ten (10) days after the award and successful bidder's/proposer's acceptance of award. If sixty (60) days have passed after the date of the formal solicitation closing date, and no contract has been awarded, all bid deposits will be returned on demand. 1.12. RESPONSE FORM (HARDCOPY FORMAT) - All forms should be completed, signed and submitted accordingly. 1.13. BID SECURITY FORFEITED LIQUIDATED DAMAGES - Failure to execute an Agreement and/or file an acceptable Performance Bond, when required, as provided herein, shall be just cause for the annulment of the award and the forfeiture of the Bid Security to the City, which forfeiture shall be considered, not as a penalty, but in mitigation of damages sustained. Award may then be made to the next lowest responsive, responsible Bidder or Proposal most advantageous to the City or all responses may be rejected. 1.14. BRAND NAMES - If and wherever in the specifications brand names, makes, models, names of any manufacturers, trade names, or bidder/proposer catalog numbers are specified, it is for the purpose of establishing the type, function, minimum standard of design, efficiency, grade or quality of goods only. When the City does not wish to rule out other competitors' brands or makes, the phrase "OR EQUAL" is added. When bidding/proposing an approved equal, Bidders/Proposers will submit, with their response, complete sets of necessary data. (factory information sheets, specifications, brochures, etc.) in order for the City to evaluate and determine the equality of the item(s) bid/proposed. The City shall be the sole judge of equality and its decision shall be final. Unless otherwise specified, evidence in the form of samples may be requested if the proposed brand is other than specified by the City. Such samples are to be furnished after formal solicitation opening/closing only upon request of the City. If samples should be requested, such samples must be received by the City no later than seven (7) calendar days after a formal request is made. 1.15. CANCELLATION - The City reserves the right to cancel all formal solicitations before its opening/closing. In the event of bid/proposal cancellation, the Director of Purchasing shall notify all prospective bidders/proposers and make available a written explanation for the cancellation. 1.16. CAPITAL EXPENDITURES - Contractor understands that any capital expenditures that the firm makes, or prepares to make, in order to deliver/perform the goods/services required by the City, is a business risk which the contractor must assume. The City will not be obligated to reimburse amortized or unamortized capital expenditures, or to maintain the approved status of any contractor. If contractor has been unable to recoup its capital expenditures during the time it is rendering such goods/services, it shall not have any claim upon the City. 1.17. CITY NOT LIABLE FOR DELAYS - It is further expressly agreed that in no event shall the City be liable Page 8 of 47 Request for Proposals (RFP) 439312 for, or responsible to, the Bidder/Proposer/Consultant, any sub-contractor/sub-consultant, or to any other person for, or on account of, any stoppages or delay in the work herein provided for by injunction or other legal or equitable proceedings or on account of any delay for any cause over which the City has no control. 1.18. COLLUSION —Bidder/Proposer, by submitting a response, certifies that its response is made without previous understanding, agreement or connection either with any person, firm or corporation submitting a response for the same items/services or with the City of Miami's Purchasing Department or initiating department. The Bidder/Proposer certifies that its response is fair, without control, collusion, fraud or other illegal action. Bidder/Proposer certifies that it is in compliance with the Conflict of Interest and Code of Ethics Laws. The City will investigate all potential situations where collusion may have occurred and the City reserves the right to reject any and all bids/responses where collusion may have occurred. 1.19. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS - Contractor understands that contracts between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, records keeping, etc. City and Contractor agree to comply with and observe all applicable laws, codes and ordinances as that may in any way affect the goods or equipment offered, including but not limited to: A. Executive Order 11246, which prohibits discrimination against any employee, applicant, or client because of race, creed, color, national origin, sex, or age with regard to, but not limited to, the following: employment practices, rate of pay or other compensation methods, and training selection. B. Occupational, Safety and Health Act (OSHA), as applicable to this Formal Solicitation. C. The State of Florida Statutes, Section 287.133(3)(A) on Public Entity Crimes. D. Environment Protection Agency (EPA), as applicable to this Formal Solicitation. E. Uniform Commercial Code (Florida Statutes, Chapter 672). F. Americans with Disabilities Act of 1990, as amended. G. National Institute of Occupational Safety Hazards (NIOSH), as applicable to this Formal Solicitation. H. National Forest Products Association (NFPA), as applicable to this Formal Solicitation. I. City Procurement Ordinance City Code Section 18, Article III. J. Conflict of Interest, City Code Section 2-611;61. K. Cone of Silence, City Code Section 18-74. L. The Florida Statutes Sections 218.73 and 218.74 on Prompt Payment. Lack of knowledge by the bidder/proposer will in no way be a cause for relief from responsibility. Non-compliance with all local, state, and federal directives, orders, and laws may be considered grounds for termination of contract(s). Copies of the City Ordinances may be obtained from the City Clerk's Office. 1.20. CONE OF SILENCE - Pursuant to Section 18-74 of the City of Miami Code, a "Cone of Silence" is imposed upon each RFP, RFQ, RFLI, or IFB after advertisement and terminates at the time the City Manager issues a written recommendation to the Miami City Commission. The Cone of Silence shall be applicable only to Contracts for the provision of goods and services and public works or improvements for amounts greater than $200,000. The Cone of Silence prohibits any communication regarding RFPs, RFQs, RFLI or IFBs (bids) between, among others: Page 9 of 47 Request for Proposals (RFP) 439312 Potential vendors, service providers, bidders, lobbyists or consultants and the City's professional staff including, but not limited to, the City Manager and the City Manager's staff; the Mayor, City Commissioners, or their respective staffs and any member of the respective selection/evaluation committee. The provision does not apply to, among other communications: oral communications with the City purchasing staff, provided the communication is limited strictly to matters of process or procedure already contained in the formal solicitation document; the provisions of the Cone of Silence do not apply to oral communications at duly noticed site visits/inspections, pre -proposal or pre -bid conferences, oral presentations before selection/evaluation committees, contract negotiations during any duly noticed public meeting, or public presentations made to the Miami City Commission during a duly noticed public meeting; or communications in writing or by email at any time with any City employee, official or member of the City Commission unless specifically prohibited by the applicable RFP, RFQ, RFLI or IFB (bid) documents (See Section 2.2. of the Special Conditions); or communications in connection with the collection of industry comments or the performance of market research regarding a particular RFP, RFQ, RFLI OR IFB by City Purchasing staff. Proposers or bidders must file a copy of any written communications with the Office of the City Clerk, which shall be made available to any person upon request. The City shall respond in writing and file a copy with the Office of the City Clerk, which shall be made available to any person upon request. Written communications may be in the form of e-mail, with a copy to the Office of the City Clerk. In addition to any other penalties provided by law, violation of the Cone of Silence by any proposer or bidder shall render any award voidable. A violation by a particular Bidder, Proposer, Offeror, Respondent, lobbyist or consultant shall subject same to potential penalties pursuant to the City Code. Any person having personal knowledge of a violation of these provisions shall report such violation to the State Attomey and/or may file a complaint with the Ethics Commission. Proposers or bidders should reference Section 18-74 of the City of Miami Code for further clarification. This language is only a summary of the key provisions of the Cone of Silence. Please review City of Miami Code Section 18-74 for a complete and thorough description of the Cone of Silence. You may contact the City Clerk at 305-250-5360, to obtain a copy of same. 1.21. CONFIDENTIALITY - As a political subdivision, the City of Miami is subject to the Florida Sunshine Act and Public Records Law. If this Contract/Agreement contains a confidentiality provision, it shall have no application when disclosure is required by Florida law or upon court order. 1.22. CONFLICT OF INTEREST — Bidders/Proposers, by responding to this Formal Solicitation, certify that to the best of their knowledge or belief, no elected/appointed official or employee of the City of Miami is financially interested, directly or indirectly, in the purchase of goods/services specified in this Formal Solicitation. Any such interests on the part of the Bidder/Proposer or its employees must be disclosed in writing to the City. Further, you must disclose the name of any City employee who owns, directly or indirectly, an interest of five percent (5%) or more of the total assets of capital stock in your firm. A. Bidder/Proposer further agrees not to use or attempt to use any knowledge, property or resource which may be within his/her/its trust, or perform his/her/its duties, to secure a special privilege, benefit, or exemption for himself/herself/itself, or others. Bidder/Proposer may not disclose or use information not available to members of the general public and gained by reason of his/her/its position, except for information relating exclusively to governmental practices, for his/her/its personal gain or benefit or for the personal gain or benefit of any other person or business entity. B. Bidder/Proposer hereby acknowledges that he/she/it has not contracted or transacted any business with the City or any person or agency acting for the City, and has not appeared in representation of any third party before any Page 10 of 47 Request for Proposals (RFP) 439312 board, commission or agency of the City within the past two years. Bidder/Proposer further warrants that he/she/it is not related, specifically the spouse, son, daughter, parent, brother or sister, to: (i) any member of the commission; (ii) the mayor; (iii) any city employee; or (iv) any member of any board or agency of the City. C. A violation of this section may subject the Bidder/Proposer to immediate termination of any professional services agreement with the City, imposition of the maximum fine and/or any penalties allowed by law. Additionally, violations may be considered by and subject to action by the Miami -Dade County Commission on Ethics. 1.23. COPYRIGHT OR PATENT RIGHTS —Bidders/Proposers warrant that there has been no violation of copyright or patent rights in manufacturing, producing, or selling the goods shipped or ordered and/or services provided as a result of this formal solicitation, and bidders/proposers agree to hold the City harmless from any and all liability, loss, or expense occasioned by any such violation. 1.24. COST INCURRED BY BIDDER/PROPOSER - All expenses involved with the preparation and submission of Responses to the City, or any work performed in connection therewith shall be borne by the Bidder(s)/Proposer(s). 1.25. DEBARMENT AND SUSPENSIONS (Sec 18-107) (a) Authority and requirement to debar and suspend. After reasonable notice to an actual or prospective Contractual Party, and after reasonable opportunity for such party to be heard, the City Manager, after consultation with the Chief Procurement Officer and the city attorney, shall have the authority to debar a Contractual Party, for the causes listed below, from consideration for award of city Contracts. The debarment shall be for a period of not fewer than three years. The City Manager shall also have the authority to suspend a Contractual Party from consideration for award of city Contracts if there is probable cause for debarment, pending the debarment determination. The authority to debar and suspend contractors shall be exercised in accordance with regulations which shall be issued by the Chief Procurement Officer after approval by the City Manager, the city attorney, and the City Commission. (b) Causes for debarment or suspension. Causes for debarment or suspension include the following: (1) Conviction for commission of a criminal offense incident to obtaining or attempting to obtain a public or private Contract or subcontract, or incident to the performance of such Contract or subcontract. (2) Conviction under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty. (3) Conviction under state or federal antitrust statutes arising out of the submission of Bids or Proposals. (4) Violation of Contract provisions, which is regarded by the Chief Procurement Officer to be' indicative of nonresponsibility. Such violation may include failure without good cause to perform in accordance with the terms and conditions of a Contract or to perform within the time limits provided in a Contract, provided that failure to perform caused by acts beyond the control of a party shall not be considered a basis for debarment or suspension. (5) Debarment or suspension of the Contractual Party by any federal, state or other governmental entity. (6) False certification pursuant to paragraph (c) below. (7) Found in violation of a zoning ordinance or any other city ordinance or regulation and for which Page 11 of 47 Request for Proposals (RFP) 439312 the violation remains noncompliant. (8) Found in violation of a zoning ordinance or any other city ordinance or regulation and for which a civil penalty or fine is due and owing to the city. (9) Any other cause judged by the City Manager to be so serious and compelling as to affect the responsibility of the Contractual Party performing city Contracts. (c) Certification. All Contracts for goods and services, sales, and leases by the city shall contain a certification that neither the Contractual Party nor any of its principal owners or personnel have been convicted of any of the violations set forth above or debarred or suspended as set forth in paragraph (b)(5). (d) Debarment and suspension decisions. Subject to the provisions of paragraph (a), the City Manager shall render a written decision stating the reasons for the debarment or suspension. A copy of the decision shall be provided promptly to the Contractual Party, along with a notice of said party's right to seek judicial relief. 1.26. DEBARRED/SUSPENDED VENDORS —An entity or affiliate who has been placed on the State of Florida debarred or suspended vendor list may not submit a response on a contract to provide goods or services to a public entity, may not submit a response on a contract with a public entity for the construction or repair of a public building or public work, may not submit response on leases of real property to a public entity, may not award or perform work as a contractor, supplier, subcontractor, or consultant under contract with any public entity, and may not transact business with any public entity. 1.27. DEFAULT/FAILURE TO PERFORM - The City shall be the sole judge of nonperformance, which shall include any failure on the part of the successful Bidder/Proposer to accept the award, to furnish required documents, and/or to fulfill any portion of this contract within the time stipulated. Upon default by the successful Bidder/Proposer to meet any terms of this agreement, the City will notify the Bidder/Proposer of the default and will provide the contractor three (3) days (weekends and holidays excluded) to remedy the default. Failure on the contractor's part to correct the default within the required three (3) days shall result in the Contract being terminated and upon the City notifying in writing the contractor of its intentions and the effective date of the termination. Thefollowing shall constitute default: A. Failure to perform the work or deliver the goods/services required under the Contract and/or within the time required or failing to use the subcontractors, entities and personnel as identified and set forth, and to the degree specified in the Contract. B. Failure to begin the work under this Contract within the time specified. C. Failure to perform the work with sufficient workers and equipment or with sufficient materials to ensure timely completion. D. Neglecting or refusing to remove materials or perform new work where prior work has been rejected as nonconforming with the terms of the Contract. E. Becoming insolvent, being declared bankrupt, or committing any act of bankruptcy or insolvency, or making an assignment for the benefit of creditors, if the insolvency, bankruptcy, or assignment renders the successful Bidder/Proposer incapable of performing the work in accordance with and as required by the Contract. F. Failure to comply with any of the terms of the Contract in any material respect. All costs and charges incurred by the City as a result of a default or a default incurred beyond the time limits stated, together with the cost of completing the work, shall be deducted from any monies due or which may become due on Page 12 of 47 Request for Proposals (REP) 439312 this Contract. 1.28. DETERMINATION OF RESPONSIVENESS - Each Response will be reviewed to determine if it is responsive to the submission requirements outlined in the Formal Solicitation. A "responsive" response is one which follows the requirements of the formal solicitation, includes all documentation, is submitted in the format outlined in the formal solicitation, is of timely submission, and has appropriate signatures as required on each document. Failure to comply with these requirements may deem a Response non -responsive. 1.29. DISCOUNTS OFFERED DURING TERM OF CONTRACT - Discount Prices offered in the response shall be fixed after the award by the Commission, unless otherwise specified in the Special Terms and Conditions. Price discounts off the original prices quoted in the response will be accepted from successful Bidder(s)/Proposer(s) during the term of the contract. Such discounts shall remain in effect for a minimum of 120 days from approval by the City Commission Any discounts offered by a manufacturer to Bidder/Proposer will be passed on to the City. 1.30. DIS.CREPANCIES, ERRORS, AND OMISSIONS - Any discrepancies, errors, or ambiguities in the Formal Solicitation or addenda (if any) should be reported in writing to the City's Purchasing Department. Should it be found necessary, a written addendum will be incorporated in the Formal Solicitation and will become part of the purchase agreement (contract documents). The City will not be responsible for any oral instructions, clarifications, or other communications. A. Order of Precedence — Any inconsistency in this formal solicitation shall be resolved by giving precedence to the following documents, the first of such list being the governing documents. 1) Addenda (as applicable) 2) Specifications 3) Special Conditions 4) General Terms and Conditions 1.31. EMERGENCY / DISASTER PERFORMANCE - In the event of a hurricane or other emergency or disaster situation, the successful vendor shall provide the City with the commodities/services defined within the scope of this formal solicitation at the price contained within vendor's response. Further, successful vendor shall deliver/perform for the city on a priority basis during such times of emergency. 1.32. ENTIRE BID CONTRACT OR AGREEMENT - The Bid Contract or Agreement consists of this City of Miami Formal Solicitation and specifically this General Conditions Section, Contractor's Response and any written agreement entered into by the City of Miami and Contractor in cases involving RFPs, RFQs, and RFLIs, and represents the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all other negotiations, understanding and representations, if any, made by and between the parties. To the extent that the agreement conflicts with, modifies, alters or changes any of the terms and conditions contained in the Formal Solicitation and/or Response, the Formal Solicitation and then the Response shall control. This Contract may be modified only by a written agreement signed by the City of Miami and Contractor. 1.33. ESTIMATED QUANTITIES —Estimated quantities or estimated dollars are provided for your guidance only. No guarantee is expressed or implied as to quantities that will be purchased during the contract period. The City is not obligated to place an order for any given amount subsequent to the award of this contract. Said estimates may be used by the City for purposes of determining the low bidder or most advantageous proposer meeting specifications. The City reserves the right to acquire additional quantities at the prices bid/proposed or at lower prices in this Formal Solicitation. 1.34. EVALUATION OF RESPONSES Page 13 of 47 Request for Proposals (RFP) 439312 A.Rejection of Responses The City may reject a Response for any of the following reasons: 1) Bidder/Proposer fails to acknowledge receipt of addenda; 2) Bidder/Proposer mistates or conceals any material fact in the Response ; 3) Response does not conform to the requirements of the Formal Solicitation; 4) Response requires a conditional award that conflicts with the method of award; 5) Response does not include required samples, certificates, licenses as required; and, 6) Response was not executed by the Bidder's/Proposer(s) authorized agent. The foregoing is not an all inclusive list of reasons for which a Response may be rejected. The City may reject and re -advertise for all or any part of the Formal Solicitation whenever it is deemed in the best interest of the City. B. Elimination From Consideration 1) A contract shall not be awarded to any person or firm which is in arrears to the City upon any debt or contract, or which is a defaulter as surety or otherwise upon any obligation to the City. 2) A contract may not be awarded to any person or firm which has failed to perform under the terms and conditions of any previous contract with the City or deliver on time contracts of a similar nature. 3) A contract may not be awarded to any person or firm which has been debarred by the City in accordance with the City's Debarment and Suspension Ordinance. C. Determination of Responsibility 1) Responses will only be considered from entities who are regularly engaged in the business of providing the goods/equipment/services required by the Formal Solicitation. Bidder/Proposer must be able to demonstrate a satisfactory record of performance and integrity; and, have sufficient financial, material, equipment, facility, personnel resources, and expertise to meet all contractual requirements. The terms "equipment and organization" as used herein shall be construed to mean a filly equipped and well established entity in line with the best industry practices in the industry as determined by the City. 2) The City may consider any evidence available regarding the financial, technical and other qualifications and abilities of a Bidder/Proposer, including past performance (experience) with the City or any other governmental entity in making the award. 3) The City may require the Bidder(s)/Proposer(s) to show proof that they have been designated as an authorized representative of a manufacturer or supplier which is the actual source of supply, if required by the Formal Solicitation. 1.35. EXCEPTIONS TO GENERAL AND/OR SPECIAL CONDITIONS OR SPECIFICATIONS - Exceptions to the specifications shall be listed on the Response and shall reference the section. Any exceptions to the General or Special Conditions shall be cause for the bid (IFB) to be considered non -responsive. It also may be cause for a RFP, RFQ, or RFLI to be considered non -responsive; and, if exceptions are taken to the terms and conditions of the resulting agreement it may lead to terminating negotiations. 1.36. F.O.B. DESTINATION - Unless otherwise specified in the Formal Solicitation, all prices quoted/proposed by the bidder/proposer must be F.O.B. DESTINATION, inside delivery, with all delivery costs and charges included in the bid/proposal price, unless otherwise specified in this Formal Solicitation. Failure to do so may be cause for rejection ofbid/proposal. Page 14 of 47 Request for Proposals (REP) 439312 1.37. FIRM PRICES - The bidder/proposer warrants that prices, terms, and conditions quoted in its response will be fine throughout the duration of the contract unless otherwise specified in the Formal Solicitation. Such prices will remain firm for the period of performance or resulting purchase orders or contracts, which are to be performed or supplied over a period of time. 1.38. FLORIDA MINIMUM WAGE - The Constitution of the State of Florida, Article X, Section 24, states that employers shall pay employee wages no less than the minimum wage for all hours worked in Florida. Accordingly, it is the contractor's and its' subcontractor(s) responsibility to understand and comply with this Florida constitutional minimum wage requirement and pay its employees the current established hourly minimum wage rate, which is subject to change or adjusted by the rate of inflation using the consumer price index for urban wage earners and clerical workers, CPI-W, or a successor index as calculated by the United States Department of Labor. Each adjusted minimum wage rate calculated shall be determined and published by the Agency Workforce Innovation on September 30th of each year and take effect on the following January 1st. At the time of responding, it is bidder/proposer and his/her subcontractor(s), if applicable, full responsibility to determine whether any of its employees may be impacted by this Florida Law at any given point in time during the term of the contract. If impacted, bidder/proposer must furnish employee name(s), job title(s), job description(s), and current pay rate(s). Failure to submit this information at the time of submitting a response constitute successful bidder'slproposer's acknowledgement and understanding that the Florida Minimum Wage Law will not impact its prices throughout the term of contract and waiver of any contractual price increase request(s). The City reserves the right to request and successful bidder/proposer must provide for any and all information to make a wage and contractual price increase(s) determination. 1.39. GOVERNING LAW AND VENUE - The validity and effect of this Contract shall be governed by the laws of the State of Florida. The parties agree that any action, mediation or arbitration arising out of this Contract shall take place in Miami -Dade County, Florida. 1.40. HEADINGS AND TERMS - The headings to the various paragraphs of this Contract have been inserted for convenient reference only and shall not in any manner be construed as modifying, amending or affecting in any way the expressed terms and provisions hereof. 1.41. H 1+;ALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPPA) - Any person or entity that performs or assists the City of Miami with a function or activity involving the use or disclosure of "individually identifiable health information (11HI) and/or Protected Health Information (PHI) shall comply with the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and the City of Miami Privacy Standards. HIPAA mandates for privacy, security and electronic transfer standards, which include but are not limited to: A. Use of information only for performing services required by the contract or as required by law; B. Use of appropriate safeguards to prevent non -permitted disclosures; C. Reporting to the City of Miami of any non -permitted use or disclosure; D. Assurances that any agents and subcontractors agree to the same restrictions and conditions that apply to the Bidder/Proposer and reasonable assurances that IIHI/PHI will be held confidential; E. Making Protected Health Information (PHI) available to the customer; F. Making PHI available to the customer for review and amendment; and incorporating any amendments requested by the customer; G. Making PHI available to the City of Miami for an accounting of disclosures; and H. Making internal practices, books and records related to PHI available to the City of Miami for compliance audits. Page 15 of 47 Request for Proposals (RFP) 439312 PHI shall maintain its protected status regardless of the form and method of transmission (paper records, and/or electronic transfer of data). The Bidder/ Proposer must give its customers written notice of its privacy information practices including specifically, a description of the types of uses and disclosures that would be made with protected health information. 1.42 INDEMNIFICATION - Contractor shall indemnify , hold harmless and defend the City, its officials, officers, agents, directors, and employees, from liabilities, damages, losses, and costs, including, but not limited to reasonable attomey's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in the performance of this Contract and will indemnify, hold harmless and defend the City, its officials, officers, agents, directors and employees against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted work, even if it is alleged that the City, its officials and/or employees were negligent. These indemnifications shall survive the term of this Contract. In the event that any action or proceeding is brought against City by reason of any such claim or demand, Contractor shall, upon written notice from City, resist and defend such action or proceeding by counsel satisfactory to City. The Contractor expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by Contractor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate Contractor to defend at its own expense to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against City whether performed by Contractor, or persons employed or utilized by Contractor. This indemnity will survive the cancellation or expiration of the Contract. This indemnity will be interpreted under the laws of the State of Florida, including without limitation and which conforms to the Iimitations of §725.06 and/or §725.08, Fla. Statues, as amended from time to time as applicable. Contractor shall require all Sub -Contractor agreements to include a provision that they will indemnify the City. The Contractor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Contractor in which the City participated either through review or concurrence of the Contractor's actions. In reviewing, approving or rejecting any submissions by the Contractor or other acts of the Contractor, the City in no way assumes or shares any responsibility or liability of the Contractor or Sub -Contractor, under this Agreement. 1.43. FORMATION AND DESCRIPTIVE LITERATURE —Bidders/Proposer must furnish all information requested in the spaces provided in the Formal Solicitation. Further, as may be specified elsewhere, each Bidder/Proposer must submit for evaluation, cuts, sketches, descriptive literature, technical specifications, and Material Safety Data Sheets (MSDS)as required, covering the products offered. Reference to literature submitted with a previous response or on file with the Buyer will not satisfy this provision. 1.44. INSPECTIONS - The City may, at reasonable times during the term hereof, inspect Contractor's facilities and perform such tests, as the City deems reasonably necessary, to deter,uine whether the goods and/or services required to be provided by the Contractor under this Contract conform to the terms and conditions of the Formal Solicitation. Contractor shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. A11 tests and inspections shall be subject to, and made in accordance with, the provisions of the City of Miami Ordinance No. 12271 (Section 18-79), as same may be amended or supplemented from time to time. 1.45. INSPECTION OF RESPONSE - Responses received by the City pursuant to a Formal Solicitation will not be made available until such time as the City provides notice of a decision or intended decision or within 30 days after bid closing, whichever is earlier. Bid/Proposal results will be tabulated and may be furnished upon request via Page 16 of 47 Request for Proposals (RFP) 439312 fax or e-mail to the Sr. Procurement Specialist issuing the Solicitation. Tabulations also are available on the City's Web Site following recommendation for award. 1.46. INSURANCE - Within ten (10) days after receipt of Notice of Award, the successful Contractor, shall furnish Evidence of Insurance to the Purchasing Depailanent, if applicable. Submitted evidence of coverage shall demonstrate strict compliance to all requirements listed on the Special Conditions entitled "Insurance Requirements". The City shall be listed as an "Additional Insured." Issuance of a Purchase Order is contingent upon the receipt of proper insurance documents. If the insurance certificate is received within the specified time frame but not in the manner prescribed in this Solicitation the Contractor shall be verbally notified of such deficiency and shall have an additional five (5) calendar days to submit a corrected certificate to the City. If the Contractor fails to submit the required insurance documents in the manner prescribed in this Solicitation within fifteen (15) calendar days after receipt Notice of Award, the contractor shall be in default of the contractual terms and conditions and shall not be awarded the contract. Under such circumstances, the Bidder/Proposer may be prohibited from submitting future responses to the City. Information regarding any insurance requirements shall be directed to the Risk Administrator, Department of Risk Management, at 444 SW 2nd Avenue, 9th Floor, Miami, Florida 33130, 305-416-1604. The Bidder/Proposer shall be responsible for assuring that the insurance certificates required in conjunction with this Section remain in effect for the duration of the contractual period; including any and all option terms that may be granted to the Bidder/Proposer. 1.47. INVOICES - Invoices shall contain purchase order number and details of goods and/or services delivered (Le. quantity, unit price, extended price, etc); and in compliance with Chapter 218 of the Florida Statutes (Prompt Payment Act). 1.48. LOCAL PREFERENCE A. City Code Section 18-85, states, "when a responsive, responsible non -local bidder submits the lowest bid price, and the bid submitted by one or more responsive, responsible local bidders who maintain a local office, as defined in Section 18-73, is within fifteen percent (15%) of the price submitted by the non -local bidder, then that non -local bidder and each of the aforementioned responsive, responsible local bidders shall have the opportunity to submit a best and fmal bid equal to or lower than the amount of the low bid previously submitted by the non -local bidder. Contract award shall be made to the lowest responsive, responsible bidder submitting the lowest best and final bid. In the case of a tie in the best and final bid between a local bidder and a non -local bidder, contract award shall be made to the local bidder." B. City Code Section 18-86, states, "the RFP, RFLI or RFQ, as applicable, may, in the exercise of the reasonable professional discretion of the City Manager, director of the using agency, and the Chief Procurement Officer, include a five (5%) percent evaluation criterion in favor of proposers who maintain a local office, as defined in Section 18-73. In such cases, this five (5%) percent evaluation criterion in favor of proposers who maintain a local office will be specifically defined in the RFP, RFLI or RFQ, as applicable; otherwise, it will not apply. 1.49. MANUFACTURER'S CERTIFICATION - The City reserves the right to request from bidders/proposers a separate Manufacturer's Certification of all statements made in the bid/proposal. Failure to provide such certification may result in the rejection of bid/proposal or termination of contract/agreement, for which the bidder/proposer must bear full liability. 1.50. MODIFICATIONS OR CHANGES IN PURCHASE ORDERS AND CONTRACTS - No contract or understanding to modify this Formal Solicitation and resultant purchase orders or contracts, if applicable, shall be binding upon the City unless made in writing by the Director of Purchasing of the City of Miami, Florida through Page 17 of 47 Request for Proposals (RFP) 439312 the issuance of a change order, addendum, amendment, or supplement to the contract, purchase order or award sheet as appropriate. 1.51. NO PARTNERSHIP OR JOINT VENTURE - Nothing contained in this Contract will be deemed or construed to create a partnership or joint venture between the City of Miami and Contractor, or to create any other similar relationship between the parties. 1.52. NONCONFORMANCE TO CONTRACT CONDITIONS - Items may be tested for compliance with specifications under the direction of the Florida Department of Agriculture and Consumer Services or by other appropriate testing Laboratories as deternned by the City. The data derived from any test for compliance with specifications is public record and open to examination thereto in accordance with Chapter 119, Florida Statutes. Items delivered not conforming to specifications may be rejected and returned at Bidder's/Proposer's expense. These non -conforming items not delivered as per delivery date in the response and/or Purchase Order may result in bidder/proposer being found in default in which event any and all re -procurement costs may be charged against the defaulted contractor. Any violation of these stipulations may also result in the supplier's name being removed from the City of Miami's Supplier's list. 1.53. NONDISCRIMINATION —Bidder/Proposer agrees that it shall not discriminate as to race, sex, color, age, religion, national origin, marital status, or disability in connection with its performance under this formal solicitation. Furthermore, Bidder/Proposer agrees that no otherwise qualified individual shall solely by reason of his/her race, sex, color, age, religion, national origin, marital status or disability be excluded from the participation in, be denied benefits of, or be subjected to, discrimination under any program or activity. In connection with the conduct of its business, including performance of services and employment of personnel, Bidder/Proposer shall not discriminate against any person on the basis of race, color, religion, disability, age, sex, marital status or national origin. All persons having appropriate qualifications shall be afforded equal opportunity for employment. 1.54. NON-EXCLUSIVE CONTRACT/ PIGGYBACK PROVISION - At such times as may serve its best interest, the City of Miami reserves the right to advertise for, receive, and award additional contracts for these herein goods and/or services, and to make use of other competitively bid (governmental) contracts, agreements, or other similarsources for the purchase of these goods and/or services as may be available. It is hereby agreed and understood that this formal solicitation does not constitute the exclusive rights of the successful bidder(s)/proposer(s) to receive all orders that may be generated by the City in conjunction with this Formal Solicitation. In addition, any and all commodities, equipment, and services required by the City in conjunction with construction projects are solicited under a distinctly different solicitation process and shall not be purchased under the terms, conditions and awards rendered under this solicitation, unless such purchases are determined to be in the best interest of the City. 1.55. OCCUPATIONAL LICENSE - Any person, firm, corporation or joint venture, with a business location in the City of Miami and is submitting a Response under this Formal Solicitation shall meet the City's Occupational License Tax requirements in accordance with Chapter 31.1, Article I of the City of Miami Charter. Others with a location outside the City of Miami shall meet their local Occupational License Tax requirements. A copy of the license must be submitted with the response; however, the City may at its sole option and in its best interest allow the Bidder/Proposer to supply the license to the City during the evaluation period, but prior to award. 1.56. ONE PROPOSAL - Only one (1) Response from an individual, firm, partnership, corporation or joint venture Page 18 of 47 Request for Proposals (RFP) 439312 will be considered in response to this Formal Solicitation. When submitting an alternate response, please refer to the herein condition for "Alternate Responses May Be Considered". 1.57.OWNERSHIP OF DOCUMENTS - It is understood by and between the parties that any documents, records, files, or any other matter whatsoever which is given by the City to the successful Bidder/Proposer pursuant to this formal solicitation shall at all times remain the property of the City and shall not be used by the Bidder/Proposer for any other purposes whatsoever without the written consent of the City. 1.58. PARTIAL INVALIDITY - If any provision of this Contract or the application thereof to any person or circumstance shall to any extent be held invalid, then the remainder of this Contract or the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby, and each provision of this Contract shall be valid and enforced to the fullest extent permitted by law. 1.59. PERFORMANCE/PAYMENT BOND —A Contractor may be required to furnish a Performance/Payment Bond as part of the requirements of this Contract, in an amount equal to one hundred percent (100%) of the contract price. 1.60. PREPARATION OF RESPONSES (HARDCOPY FORMAT) —Bidders/Proposers are expected to examine the specifications, required delivery, drawings, and all special and general conditions. All bid/proposed amounts, if required, shall be either typewritten or entered into the space provided with ink. Failure to do so will be at the Bidder's/Proposer's risk. A. Each Bidder/Proposer shall furnish the information required in the Formal Solicitation. The Bidder/Proposer shall sign the Response and print in ink or type the name of the Bidder/Proposer, address, and telephone number on the face page and on each continuation sheet thereof on which he/she makes an entry, as required. B. If so required, the unit price for each unit offered shall be shown, and such price shall include packaging, handling and shipping, and F.O.B. Miami delivery inside City premises unless otherwise specified. Bidder/Proposer shall include in the response all taxes, insurance, social security, workmen's compensation, and any other benefits normally paid by the Bidder/Proposer to its employees. If applicable, a unit price shall be entered in the "Unit Price" column for each item. Based upon estimated quantity, an extended price shall be entered in the "Extended Price" cohunn for each item offered. In case of a discrepancy between the unit price and extended price, the unit price will be presumed correct. C. The Bidder/Proposer must state a definite time, if required, in calendar days for delivery of goods and/or services. D. The Bidder/Proposer should retain a copy of all response documents for future reference. E. All responses, as described, must be fully completed and typed or printed in ink and must be signed in ink with the firm's name and by an officer or employee having authority to bind the company or firm by his/her signature. Bids/Proposals having any erasures or corrections must be initialed in ink by person signing the response or the response may be rejected. F. Responses are to remain valid for at least 180 days. Upon award of a contract, the content of the Successful Bidder's/Proposer's response may be included as part of the contract, at the City's discretion. G. The City of Miami's Response Forms shall be used when Bidder/Proposer is submitting its response in hardcopy format. Use of any other forms will result in the rejection of the response. IF SUBMITTING HARDCOPY FORMAT, THE ORIGINAL AND THREE (3) COPIES OF THESE SETS OF FORMS, UNLESS OTHERWISE SPECIFIED, AND ANY REQUIRED ATTACHMENTS MUST BE RETURNED TO THE CITY Page 19 of 47 Request for Proposals (RFP) 439312 OR YOUR RESPONSE MAY BE DEEMED NON -RESPONSIVE. 1.61. PRICE ADJUSTMENTS — Any price decrease effectuated during the contract period either by reason of market change or on the part of the contractor to other customers shall be passed on to the City of Miami. 1.62. PRODUCT SUBSTITUTES - In the event a particular awarded and approved manufacturer's product becomes unavailable during the term of the Contract, the Contractor awarded that item may arrange with the City's authorized representative(s) to supply a substitute product at the awarded price or lower, provided that a sample is approved in advance of delivery and that the new product meets or exceeds all quality requirements. 1.63. CONFLICT OF INTEREST, AND UNETHICAL BUSINESS PRACTICE PROI]IBITIONS - Contractor 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 Contract 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 Contract. 1.64. PROMPT PAYMENT —Bidders/Proposers may offer a cash discount for prompt payment; however, discounts shall not be considered in determining the lowest net cost for response evaluation purposes. Bidders/Proposers are required to provide their prompt payment terms in the space provided on the Formal Solicitation. If no prompt payment discount is being offered, the Bidder/Proposer must enter zero (0) for the percentage discount to indicate no discount. If the Bidder/Proposer fails to enter a percentage, it is understood and agreed that the terms shall be 2% 20 days, effective after receipt of invoice or final acceptance by the City, whichever is later. When the City is entitled to a cash discount, the period of computation will commence on the date of delivery, or receipt of a correctly completed invoice, whichever is later. If an adjustment in payment is necessary due to damage, the cash discount period shall commence on the date fmal approval for payment is authorized. If a discount is part of the contract, but the invoice does not reflect the existence of a cash discount, the City is entitled to a cash discount with the period commencing on the date it is determined by the City that a cash discount applies. Price discounts off the original prices quoted on the Price Sheet will be accepted from successful bidders/proposers during the term of the contract. 1.65. PROPERTY - Property owned by the City of Miami is the responsibility of the City of Miami. Such property furnished to a Contractor for repair, modification, study, etc., shall remain the property of the City of Miami. Damages to such property occurring while in the possession of the Contractor shall be the responsibility of the Contractor. Damages occurring to such property while in route to the City of Miami shall be the responsibility of the Contractor. In the event that such property is destroyed or declared a total loss, the Contractor shall be responsible for replacement value of the property at the current market value, less depreciation of the property, if any. 1.66. PROVISIONS BINDING - Except as otherwise expressly provided in the resulting Contract, all covenants, conditions and provisions of the resulting Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. 1.67. PUBLIC ENTITY CRIMES - A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a response on a contract to provide any goods or services to a public entity, may not submit a response on a contract with a public entity for the construction or repair of a public building or public work, may not submit responses on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section Page 20 of 47 Request for Proposals (RFP) 439312 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 1.68. PUBLIC RECORDS - Contractor understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and City of Miami Code, Section 18, Article III, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. Contractor shall additionally comply with the provisions of Section 119.0701, Florida Statutes, entitled "Contracts; public records". Contractor's failure or refusal to comply with the provision of this section shall result in the immediate cancellation of this Contract by the City. 1.69. QUALITY OF GOODS, MATERIALS, SUPPLIES, PRODUCTS, AND EQUIPMENT - All materials used in the manufacturing or construction of supplies, materials, or equipment covered by this solicitation shall be new. The items bid/proposed must be of the latest make or model, of the best quality, and of the highest grade of workmanship, unless as otherwise specified in this Solicitation. 1.70. QUALITY OF WORK/SERVICES - The work/services performed must be of the highest quality and workmanship. Materials furnished to complete the service shall be new and of the highest quality except as otherwise specified in this Solicitation. 1.71. REMEDIES PRIOR TO AWARD (Sec. 18-106) - If prior to Contract award it is determined that a formal solicitation or proposed award is in violation of law, then the solicitation or proposed award shall be cancelled by the City Commission, the City Manager or the Chief Procurement Officer, as may be applicable, or revised to comply with the law. 1.72. RESOLUTION OF CONTRACT DISPUTES (Sec. 18-105) (a) Authority to resolve Contract disputes. The City Manager, after obtaining the approval of the city attorney, shall have the authority to resolve controversies between the Contractual Party and the city which arise trader, or by virtue of, a Contract between them; provided that, in cases involving an amount greater than $25,000, the City Commission must approve the City Manager's decision. Such authority extends, without limitation, to controversies based upon breach of Contract, mistake, misrepresentation or lack of complete performance, and shall be invoked by a Contractual Party by submission of a protest to the City Manager. (b) Contract dispute decisions. If a dispute is not resolved by mutual consent, the City Manager shall promptly render a written report stating the reasons for the action taken by the City Commission or the City Manager which shall be final and conclusive. A copy of the decision shall be immediately provided to the protesting party, along with a notice of such parry's right to seek judicial relief, provided that the protesting party shall not be entitled to such judicial relief without first having followed the procedure set forth in this section. 1.73. RESOLUTION OF PROTESTED SOLICITATIONS AND AWARDS (Sec. 18-104) (a) Right to protest. The following procedures shall be used for resolution of protested solicitations and awards except for purchases of goods, supplies, equipment, and services, the estimated cost of which does not exceed $25,000. Protests thereon shall be governed by the Administrative Policies and Procedures of Purchasing. 1.Protest of Solicitation. i. Any prospective proposer who perceives itself aggrieved in connection with the solicitation of a Contract may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within three days after the Request for Proposals, Request for Qualifications or Request for Page 21 of 47 Request for Proposals (RFP) 439312 Letters of Interest is published in a newspaper of general circulation. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer; or ii. Any prospective bidder who intends to contest the Solicitation Specifications or a solicitation may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within three days after the solicitation is published in a newspaper of general circulation. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer. 2. Protest of Award. i. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within two days after receipt by the proposer of the notice of the City Manager's recommendation for award of Contract, which will be posted on the City of Miami Purchasing Department website, in the Supplier Comer, Current Solicitations and Notice of Recommendation of Award Section. The notice of the City Manager's recommendation can be found by selecting the details of the solicitation and is listed as Recommendation of Award Posting Date and Recommendation of Award To fields. If "various" is indicated in the Recommendation of Award To field, the Bidder/Proposer must contact the buyer for that solicitation to obtain the suppliers name. It shall be the responsibility of the Bidder/Proposer to check this section of the website daily after responses are submitted to receive the notice; or ii. Any actual Responsive and Responsible Bidder whose Bid is lower than that of the recommended bidder may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within two days after receipt by the bidder of the notice of the city's determination of non responsiveness or non responsibility. The receipt by bidder of such notice shall be confirmed by the city by facsimile or electronic mail or U.S. mail, return receipt requested. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer. iii. A written protest based on any of the foregoing must be submitted to the Chief Procurement Officer within five (5) days after the date the notice of protest was filed. A written protest is considered filed when received by the Chief Procurement Officer. The written protest may not challenge the relative weight of the evaluation criteria or the formula for assigning points in making an award determination. The written protest shall state with particularity the specific facts and law upon which the protest of the solicitation or the award is based, and shall include all pertinent documents and evidence and shall be accompanied by the required Filing Fee as provided in subsection (f). This shall form the basis for review of the written protest and no facts, grounds, documentation or evidence not contained in the protester's submission to the Chief Procurement Officer at the time of filing the protest shall be permitted in the consideration of the written protest. No time will be added to the above limits for service by mail. In computing any period of time prescribed or allowed by this section, the day of the act, event or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included unless it is a Saturday, Sunday or legal holiday in which event the period shall rim until the end of the next day which is neither a Saturday, Sunday or legal holiday. Intermediate Saturdays, Sundays and legal holidays shall be excluded in the computation of the time for filing. (b) Authority to resolve. protests. The Chief Procurement Officer shall have the authority, subject to the approval of the City Manager and the city attorney, to settle and resolve any written protest. The Chief Procurement Officer shall obtain the requisite approvals and communicate said decision to the protesting party and shall submit said decision to the City Commission within 30 days after he/she receives the protest. In cases involving more than $25,000, the decision of the Chief Procurement Officer shall be submitted for approval or disapproval thereof to the City Commission after a favorable recommendation by the city attorney and the City Manager. Page 22 of 47 Request for Proposals (RFP) 439312 (c) Compliance with filing requirements. Failure of a party to timely file either the notice of intent to file a protest or the written protest, together with the required Filing Fee as provided in subsection (f), with the Chief Procurement Officer within the time provided in subsection (a), above, shall constitute a forfeiture of such party's right to file a protest pursuant to this section. The protesting party shall not be entitled to seek judicial relief without first having followed the procedure set forth in this section (d) Stay of Procurements during protests. Upon receipt of a written protest filed pursuant to the requirements of this section, the city shall not proceed further with the solicitation or with the award of the Contract until the protest is resolved by the Chief Procurement Officer or the City Commission as provided in subsection (b) above, unless the City Manager makes a written determination that the solicitation process or the Contract award must be continued without delay in order to avoid an immediate and serious danger to the public health, safety or welfare. (e) Costs. All costs accruing from a protest shall be assumed by the protestor. (f) Filing Fee. The written protest must be accompanied by a filing fee in the form of a money order or cashier's check payable to the city in an amount equal to one percent of the amount of the Bid or proposed Contract, or $5000.00, whichever is less, which filing fee shall guarantee the payment of all costs which may be adjudged against the protestor in any administrative or court proceeding. If a protest is upheld by the Chief Procurement Officer and/or the City Commission, as applicable, the filing fee shall be refunded to the protestor less any costs assessed under subsection (e) above. If the protest is denied, the filing fee shall be forfeited to the city in lieu of payment of costs for the administrative proceedings as prescribed by subsection (e) above. 1.74. SAMPLES - Samples of items, when required, must be submitted within the time specified at no expense to the City. If not destroyed by testing, bidder(s)/proposer(s) will be notified to remove samples, at their expense, within 30 days after notification. Failure to remove the samples will result in the samples becoming the property of the City. 1.75. SELLING, TRANSFERRING OR ASSIGNING RESPONSIBILITIES - Contractor shall not sell, assign, transfer or subcontract at any time during the term of the Contract, or any part of its operations, or assign any portion of the performance required by this contract, except under and by virtue of written permission granted by the City through the proper officials, which may be withheld or conditioned, in the City's sole discretion. 1.76. SERVICE AND WARRANTY —When specified, the bidder/proposer shall define all warranty, service and replacements that will be provided. Bidders/Proposer must explain on the Response to what extent warranty and service facilities are available. A copy of the manufacturer's warranty, if applicable, should be submitted with your response. 1.77. SILENCE OF SPECIFICATIONS - The apparent silence of these specifications and any supplemental specification as to any detail or the omission from it of detailed description concerning any point shall be regarded as meaning that only the best commercial practices are to prevail and that only materials of first quality and correct type, size and design are to be used. All workmanship and services is to be first quality. All interpretations of these specifications shall be made upon the basis of this statement. If your firm has a current contract with the State of Florida, Department of' General Services, to supply the items on this solicitation, the bidder/proposer shall quote not more than the contract price; failure to comply with this request will result in disqualification of bid/proposal. 1.78. SUBMISSION AND RECEIPT OF RESPONSES - Responses shall be submitted electronically via the Oracle System or responses may be submitted in hardcopy format to the City Clerk, City Hall, 3500 Pan American Drive, Miami, Florida 33133-5504, at or before, the specified closing date and time as designated in the IFB, RFP, Page 23 of 47 Request for Proposals (RFP) 439312 RFQ, or RFLI. NO EXCEPTIONS. Bidders/Proposers are welcome to attend the solicitation closing; however, no award will be made at that time. A. Hardcopy responses shall be enclosed in a sealed envelope, box package. The face of the envelope, box or package must show the hour and date specified for receipt of responses, the solicitation number and title, and the name and return address of the Bidder/Proposer. Hardcopy responses not submitted on the requisite Response Forms may be rejected. Hardcopy responses received at any other location than the specified shall be deemed non -responsive. Directions to City Hall: FROM THE NORTH: I-95 SOUTH UNTIL IT TURNS INTO US 1. US 1 SOUTH TO 27TH AVE., TURN LEFT, PROCEED SOUTH TO SO. BAYSHORE DR. (3RD TRAFFIC LIGHT), TURN LEFT, 1 BLOCK TURN RIGHT ON PAN AMERICAN DR. CITY HALL IS AT THE END OF PAN AMERICAN DR. PARKING IS ON RIGHT. FROM THE SOUTH: US1 NORTH TO 27TH AVENUE, TURN RIGHT, PROCEED SOUTH TO SO. BAYSHORE DR. (3RD TRAFFIC LIGHT), TURN LEFT, 1 BLOCK TURN RIGHT ON PAN AMERICAN DR. CITY HALL IS AT THE END OF PAN AMERICAN DR. PARKING IS ON RIGHT. B. Facsimile responses will not be considered. C. Failure to follow these procedures is cause for rejection of bid/proposal. D. The responsibility for obtaining and submitting a response on or before the close date is solely and strictly the responsibility of Bidder/Proposer. The City of Miami is not responsible for delays caused by the United States mail delivery or caused by any other occurrence. Responses received after the solicitation closing date and time will be returned unopened, and will not be considered for award. E. Late responses will be rejected. F. All responses are subject to the conditions specified herein. Those which do not comply with these conditions are subject to rejection. G. Modification of responses already submitted will be considered only if received at the City before the time and date set for closing of solicitation responses. All modifications must be submitted via the Oracle System or in writing. Once a solicitation closes (closed date and/or time expires), the City will not consider any subsequent submission which alters the responses. H. If hardcopy responses are submitted at the same time for different solicitations, each response must be placed in a separate envelope, box, or package and each envelope, box or package must contain the information previously stated in 1.82.A. 1.79. TAXES - The City of Miami is exempt from any taxes imposed by the State and/or Federal Government. Exemption certificates will be provided upon request. Notwithstanding, Bidders/Proposers should be aware of the fact that all materials and supplies which are purchased by the Bidder/Proposer for the completion of the contract is subject to the Florida State Sales Tax in accordance with Section 212.08, Florida Statutes, as amended and all amendments thereto and shall be paid solely by the Bidder/Proposer. 1.80. TERMINATION —The City Manager on behalf of the City of Miami reserves the right to terminate this contract by written notice to the contractor effective the date specified in the notice should any of the following apply: A. The contractor is determined by the City to be in breach of any of the terms and conditions of the contract. Page 24 of 47 Request for Proposals (RFP) 439312 B. The City has determined that such termination will be in the best interest of the City to terminate the contract for its own convenience; C. Funds are not available to cover the cost of the goods and/or services. The City's obligation is contingent upon the availability of appropriate funds. 1.81. TERMS OF PAYMENT - Payment will be made by the City after the goods and/or services awarded to a Bidder/Proposer have been received, inspected, and found to comply with award specifications, free of damage or defect, and properly invoiced. No advance payments of any kind will be made by the City of Miami. Payment shall be made after delivery, within 45 days of receipt of an invoice and authorized inspection and acceptance of the goods/services and pursuant to Section 218.74, Florida Statutes and other applicable law. 1.82. TIMELY DELIVERY - Time will be of the essence for any orders placed as a result of this solicitation. The City reserves the right to cancel such orders, or any part thereof, without obligation, if delivery is not made within the time(s) specified on their Response. Deliveries are to be made during regular City business hours unless otherwise specified in the Special Conditions. 1.83. TITLE - Title to the goods or equipment shall not pass to the City until after the City has accepted the goods/equipment or used the goods, whichever comes first. 1.84.TRADE SECRETS EXECUTION TO PUBLIC RECORDS DISCLOSURE- All Responses submitted to the City are subject to public disclosure pursuant to Chapter 119, Florida Statutes. • An exception may be made for "trade secrets." If the Response contains information that constitutes a "trade secret", all material that qualifies for exemption from Chapter 119 must be submitted in a separate envelope, clearly identified as "TRADE SECRETS EXCEPTION," with your firm's name and the Solicitation number and title marked on the outside. Please be aware that the designation of an item as a trade secret by you may be challenged in court by any person. By your designation of material in your Response as a "trade secret" you agree to indemnify and hold harmless the City for any award to a plaintiff for damages, costs or attorney's fees and for costs and attorney's fees incurred by the City by reason of any legal action challenging your claim. 1.85. UNAUTHORIZED WORK OR DELIVERY OF GOODS- Neither the qualified Bidder(s)/Proposer(s) nor any of his/her employees shall perform any work or deliver any goods unless a change order or purchase order is issued and received by the Contractor. The qualified Bidder(s)/Proposer(s) shall not be paid for any work performed or goods delivered outside the scope of the contract or any work performed by an employee not otherwise previously authorized. 1.86. USE OF NAME - The City is not engaged in research for advertising, sales promotion, or other publicity purposes. No advertising, sales promotion or other publicity materials containing information obtained from this Solicitation are to be mentioned, or imply the name of the City, without prior express written permission of the City Manager or the City Commission. 1.87. VARIATIONS OF SPECIFICATIONS - For purposes of solicitation evaluation, bidders/proposers must indicate any variances from the solicitation specifications and/or conditions, no matter how slight. If variations are not stated on their Response, it will be assumed that the product fully complies with the City's specifications. Page 25 of 47 Request for Proposals (RFP) 439312 2. Special Conditions 2.1. PURPOSE The purpose of this Solicitation is to establish a contract, for external auditing services, as specified herein, from a source(s) of supply that will give prompt and efficient service fully compliant with the terms, conditions and stipulations of the solicitation. 2.2. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL INFORMATION/CLARIFICATION Any questions or clarifications concerning this solicitation shall be submitted by email or facsimile to the Purchasing Department, Attn: Maritza Suarez, CPPB; fax: (305) 400-5025 or email: msuarez@ci.iniami.fl.us. The solicitation title and number shall be referenced on all correspondence. All questions must be received no later than Thursday, April 24, 2014 at 12:00 Noon. All responses to questions will be sent to all prospective bidders/proposers in the form on an addendum. NO QUESTIONS WILL BE RECEIVED VERBALLY OR AFTER SAID DEADLINE. 2.3. TERM OF CONTRACT The proposer(s) qualified to provide the service(s) requested herein (the "Successful Proposer(s)") shall be required to execute a contract ("Contract") with the City, which shall include, but not be limited to, the following terms: (1) The term of the Contract(s) shall be for three (3) years with an option to renew for two (2) additional one (1) year periods. (2) The City shall have the option to extend or terminate the Contract. Continuation of the contract beyond the initial period is a City prerogative; not a right of the bidder/proposer. This prerogative will be exercised only when such continuation is clearly in the best interest of the City. 2.4. CONDITIONS FOR RENEWAL Each renewal of this contract is subject to the following: (1) continued satisfactory performance compliance with the specifications, terms and conditions established herein and (2) Availability of funds. In the event the Contractor is unable to extend the contract for any subsequent period, advance written notice and explanation shall be submitted to the Chief Procurement Officer no later than ninety (90) days prior to the expiration date of the contract period in effect at such time and shall be subject to the City's acceptance. Failure to comply with these requirements may render the Contract in default of this contract. 2.5. NON -APPROPRIATION OF FUNDS In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable in any fiscal period for payments due under this contract, then the City, upon written notice to Contractor or his assignee of such occurrence, shall have the unqualified right to terminate the contract without any penalty or expense to the City. No Page 26 of 47 Request for Proposals (RFP) 439312 guarantee, warranty or representation is made that any particular or any project(s) will be awarded to any firm(s). 2.6. MINIMUM QUALIFICATION REQUIREMENTS For a Proposer to be deemed responsive the following minimum qualification requirements cited below shall be satisfied. In determining said responsiveness, each such minimum qualification requirement shall be addressed in detail in the Proposal submittal. Failure to meet each such following minimum qualification requirements and/or failure to provide sufficient detailed documentation concerning the same, shall result in the Proposal being deemed non -responsive: A. the Firm shall be in good standing to practice before the Securities and Exchange Commission (SEC); B. the Firm shall be an active registered corporation with the State of Florida Department of State, Division of Corporations; C. at least one general partner of the firm shall be a certified public accountant of the State of Florida, pursuant to Florida Statute 473.309; D. a minimum of two (2) full-time certified public accountants (CPA's) shall be employed and assigned to the City of Miami audit; E. the Firm and the Auditors assigned shall hatre at least five (5) years of experience in governmental auditing, preferably municipal; F. the Proposer shall have no record of pending lawsuits, bankruptcy, or criminal activities involving moral turpitude and shall not have any conflicts of interest with the City; G. neither the Proposer nor any individual member, officer, or stockholder of the Proposer shall be in arrears or in default of any debt or contract involving the City (as a party to the conflict or otherwise), nor have failed to perform faithfully on any previous contract with the City; H. the Proposer shall have an adequate organization, facilities, equipment and personnel to ensure prompt and efficient services for the City (prior to recommendation of an award, the City shall reserve the right to inspect the same and the Proposer's overall financial condition and/or to take any action deemed necessary to determine the Proposer's ability to perform in accord with the specifications, terns and conditions of this RFP); I. the Proposer shall provide two (2) letters of reference; and J. the Proposer shall provide resumes as requested in the Section 4.1 Submission Requirements herein. 2.7. CONTRACT EXECUTION The selected Proposer(s) evaluated and ranked in accordance with the requirements of this Solicitation, shallbe awarded an opportunity to negotiate a contract ("Contract") with the City. The City reserves the right to execute or not execute, as applicable a Professional Services Agreement ("Agreement") with the selected Proposer(s) in substantially the same form as the Agreement included as part of this solicitation (refer to Attachment D). Such Agreement will be furnished by the City, will contain certain terms as are in the City's best interests, and will be subject to approval as to legal form by the City Attorney. 2.8. FAILURE TO PERFORM Page 27 of 47 Request for Proposals (RFP) 439312 Should it not be possible to reach the contractor or supervisor and/or should remedial action not be taken within 48 hours of any failure to perform according to specifications, the City reserves the right to declare Contractor in default of the contract or make appropriate reductions in the contract payment. 2.9. INSURANCE REQUIREMENTS INDEMNIFICATION Proposer shall pay on behalf of, indemnify and save City and its officials harmless, from and against any and all claims, liabilities, losses, and causes of action, which may arise out of bidder's performance under the provisions of the contract, including all acts or omissions to act on the part of proposer, including any person performing under this Contract for or on proposer's behalf, provided that any such claims, liabilities, losses and causes of such action are not attributable to the negligence or misconduct of the City and, from and against any orders, judgments or decrees which may be entered and which may result from this Contract, unless attributable to the negligence or misconduct of the City, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim, or the investigation thereof. The proposer shall furnish to City of Miami, c/o Purchasing Department, 444 SW 2nd Avenue, 6th Floor, Miami, Florida 33130, Certificate(s) of Insurance which indicate that insurance coverage has been obtained which meets the requirements as outlined below: 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 listed as an additional insured Primary and Non Contributory Language Contingent and Contractual Liability . Premises & Operations Liability H. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including I3ired, Borrowed or Non -Owned Autos Any One Accident $1,000,000 Page 28 of 47 Request for Proposals (RFP) 439312 B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Employer's Liability A. Limits of Liability $500,000 for bodily injury caused by an accident, each accident $500,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim $5,000,000 General Aggregate Limit $5,000,000 Retro Date Included V. Umbrella Liability (Excess Follow Form) Each Occurrence $1,000,000 Policy Aggregate $1,000,000 City of Miami listed as an additional insured The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or 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. BINDERS ARE UNACCEPTABLE. The insurance coverage required shall include those classifications, as listed in standard liability insurance manuals, Page 29 of 47 Request for Proposals (RFP) 439312 which most nearly reflect the operations of the bidder. NOTE: CITY RFP NUMBER AND/OR TITLE OF RFP MUST APPEAR ON EACH CERTIFICATE. Compliance with the foregoing requirements shall not relieve the proposer of his liability and obligation under this section or under any other section of this Agreement. --If insurance certificates are scheduled to expire during the contractual period, the Proposer shall be responsible for submitting new or renewed insurance certificates to the City at a minimum of ten (10) calendar days in advance of such expiration. --In the event that expired certificates are not replaced with new or renewed certificates which cover the contractual period, the City shall: (1) Suspend the contract until such time as the new or renewed certificates are received by the City in the manner prescribed in the Invitation To Bid. (2) The City may, at its sole discretion, terminate this contract for cause and seek re -procurement damages from the Proposer in conjunction with the General and Special Terms and Conditions of the RFP. The Proposer shall be responsible for assuring that the insurance certificates required in conjunction with this Section remain in force for the duration of the contractual period; including any and all option terms that may be granted to the Proposer. 2.10. PRE-BID/PRE-PROPOSAL CONFERENCE None 2.11. CONTRACT ADMINISTRATOR Upon award, contractor shall report and work directly with Jose Fernandez, Finance Department Director, who shall be designated as the Contract Administrator. 2.12. SUBCONTRACTOR(S) OR SUBCONSULTANT(S) A Sub -Consultant, herein known as Sub-Contractor(s) is an individual or firm contracted by the Proposer or Proposer's firm to assist in the performance of services required under this Solicitation. A Sub -Contractor shall be paid through Proposer or Proposer's firm and not paid directly by the City. Sub -Contractors are allowed by the City in the performance of the services delineated within this Solicitation. Proposer must clearly reflect in its Proposal the major Sub -Contractors to be utilized in the performance of required services. The City retains the right to accept or reject any Sub -Contractors proposed in the response of Successful Proposer or prior to contract execution. Any and all liabilities regarding the use of a Sub -Contractor shall be borne solely by the Successful Proposer and insurance for each Sub -Contractors must be maintained in good standing and approved by the City throughout the duration of the Contract. Neither Successful Proposer nor any of its Sub -Contractors are considered to be employees or agents of the City. Failure to list all Sub -Contractors and provide the required information may disqualify any proposed Sub -Contractors from performing work under this Solicitation. Proposers shall include in their Responses the requested Sub -Contractor information and include all relevant information required of the Proposer. In addition, within five (5) working days after the identification of the award to the Successful Proposer, the Successful Proposer shall provide a list confirming the Sub -Contractors that the Page 30 of 47 Request for Proposals (RFP) 439312 Successful Proposer intends to utilize in the Contract, if applicable. The list shall include, at a minimum, the name, location of the place of business for each Sub -Contractor, the services Sub -Contractor will provide relative to any contract that may result from this Solicitation, any applicable licenses, references, ownership, and other information required of Proposer. 2.13. COMPLETE PROJECT REQUIRED These specifications describe the various items or classes of work required, enumerating or defining the extent of same necessary, but failure to list any item or classes under scope of the several sections shall not relieve the contractor from furnishing, installing or performing such work where required by any part of these specifications, or necessary to the satisfactory completion of the project. 2.14. TERMINATION A. FOR DEFAULT If Contractor defaults in its performance under this Contract and does not cure the default within 30 days after written notice of default, the City Manager may terminate this Contract, in whole or in part, upon written notice without penalty to the City of Miami. In such event the Contractor shall be liable for damages including the excess cost of procuring similar supplies or services: provided that if, (1) it is determined for any reason that the Contractor was not in default or (2) the Contractor's failure to perform is without his or his subcontractor's control, fault or negligence, the termination will be deemed to be a termination for the convenience of the City of Miami. B. FOR CONVENIENCE The City Manager may terminate this Contract, in whole or in part, upon 30 days prior written notice when it is in the best interests of the City of Miami. If this Contract is for supplies, products, equipment, or software, and so terminated for the convenience by the City of Miami the Contractor will be compensated in accordance with an agreed upon adjustment of cost. To the extent that this Contract is for services and so terminated, the City of Miami shall be liable only for payment in accordance with the payment provisions of the Contract for those services rendered prior to termination. 2.15. ADDITIONAL TERMS AND CONDITIONS No additional terms and conditions included as part of your solicitation response shall be evaluated or considered, and any and all such additional terms and conditions shall have no force or effect and are inapplicable to this solicitation. If submitted either purposely, through intent or design, or inadvertently, appearing separately in transmittal letters, specifications, literature, price lists or warranties, it is understood and agreed that the General Conditions and Special Conditions in this solicitation are the only conditions applicable to this solicitation and that the bidder's/proposer's authorized signature affixed to the bidder's/proposer's acknowledgment form attests to this. If a Professional Services Agreement (PSA) or other Agreement is provided by the City and is expressly included as part of this solicitation, no additional terms or conditions which materially or substantially vary, modify or alter the terms or conditions of the PSA or Agreement, in the sole opinion and reasonable discretion of the City will be considered. Any and all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or Agreement. Page 31 of 47 Request for Proposals (RFP) 439312 2.16. CHANGES/ALTERATIONS Proposer may change or withdraw a Proposal at any time prior to Proposal submission deadline; however, no oral modifications will be allowed. Written modifications shall not be allowed following the proposal deadline. 2.17. COMPENSATION PROPOSAL Each Proposer shall detail any and all fees and costs to provide the required services as listed herein. Proposer shall additionally provide a detailed list of all costs to provide all services as detailed in Section III Scope of Services, as proposed. The City reserves the right to add or delete any service, at any time. Should the City determine to add an additional service for which pricing was not previously secured, the City shall seek the Successful Proposer to provide reasonable cost(s) for same. Should the City determine the pricing unreasonable, the City reserves the right to negotiate cost(s) or seek another vendor for the provision of said service(s). Failure to submit compensation proposal as required shall disqualify Proposer from consideration. 2.18. EVALUATION/SELECTION PROCESS AND CONTRACT AWARD The procedure for response evaluation, selection and award is as follows: (1) Solicitation issued. (2) Receipt of responses. (3) Opening and listing of all responses received. (4) Purchasing staff will review each submission -for compliance with the submission requirements of the Solicitation, including verifying that each submission includes all documents required. (5) An Evaluation Committee comprised of members of the Audit Advisory Committee, as codified in Section 2-950(1), (2) and (3) of the City Code, shall meet to evaluate each response in accordance with the requirements of this Solicitation and based upon the evaluation criteria as specified herein. (6) The Evaluation Committee reserves the right, in its sole discretion, to request Proposers to make oral presentations before the Committee as part of the evaluation process. The presentation may be scheduled at the convenience of the Evaluation Committee and shall be recorded. (7) The Evaluation Committee reserves the right to rank the Proposals and shall submit its recommendation to the City Manager for acceptance. If the City Manager accepts the Committee's recommendation, the City Manager's recommendation for award of contract will be posted on the City of Miami Purchasing Department website, in the Supplier Corner, Current Solicitations and Notice of Recommendation of Award Section. The notice of the City Manager's recommendation can be found by selecting the details of the solicitation and is listed as Recommendation of Award Posting Date and Recommendation of Award To fields. If "various" is indicated in the Recommendation of Award To field, the Bidder/Proposer must contact the buyer for that solicitation to obtain the supplier's name. The City Manager shall make his recommendation to the City Commission requesting the authorization to negotiate and/or execute an agreement with the recommended Proposer(s). No Proposer(s) shall have any rights against the City arising from such negotiations or termination thereof. (8) The City Manager reserves the right to reject the Committee's recommendation, and instruct the Committee to re-evaluate and make another recommendation, reject all proposals, or recommend that the City Commission reject all proposals. (9) The City Commission shall consider the City Manager's and Evaluation Committee's recommendation(s) and, if Page 32 of 47 Request for Proposals (RFP) 439312 appropriate and required, approve the City Manager's recominendation(s). The City Commission may also reject any or all responses. (10) If the City Commission approves the recommendations, the City will enter into negotiations with the selected Proposer(s) for a contract for the required services. Such negotiations may result in contracts, as deemed appropriate by the City Manager. (11) The City Commission shall review and approve the negotiated Contract with the selected Proposer(s). 2.19. ADDITIONAL SERVICES Services not specifically identified in this request may be added to any resultant contract upon successful negotiation and mutual consent of the contracting parties. 2.20. HOURLY RATE The hourly rate shall include, but not be limited to, full compensation for labor, any and all equipment used, travel time and related expenses and any and all other costs to the Proposer. Said rate shall be at a straight time amount for all labor, except as otherwise noted herein. 2.21. RECORDS During the contract period, and for a least five (5) subsequent years thereafter, Successful Proposer shall provide City access to all files and records maintained on the City's behalf. 2.22. AMENDMENTS TO THE CONTRACT The City Manager shall have the right and authority to amend this Contract on behalf of the City. 2.23. TRUTH IN NEGOTIATION CERTIFICATE Execution of the resulting agreement by the Successful Proposer shall act as the execution of truth -in -negotiation certificate stating that wage rates and other factual unit costs supporting the compensation of the resulting Agreement are accurate, complete, and current at the time of contracting. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which City determines the contract price was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year following the end of the Agreement. Page 33 of 47 Request for Proposals (RFP) 439312 3. Specifications 3.1. SPECIFICATIONS/SCOPE OF WORK 3.1 Introduction A. General Information The City of Miami, Florida (hereinafter referred to as the "City") is soliciting Proposals from qualified and experienced independent Certified Public Accountants (CPA's) and/or firms licensed to practice in the State of Florida, to audit its fmancial statements for the fiscal years ending September 30, 2014, 2015 and 2016, with the option of auditing its financial statements for each of the two subsequent fiscal years. The City intends to continue to prepare financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP). The annual financial audit is to be performed in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States. In addition, the audit will be conducted in accordance with the provisions of Chapter 10.550, Rules of the Auditor General, which govern the conduct of governmental audits performed in the State of Florida. The single audit will be performed in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, the provisions of the Federal Single Audit Act of 1984, OMB Circular A-133, Audits of States, Local Governments, and Non -Profit Organizations, and Chapter 10.550 Rules of the Auditor General. The Government Finance Officers Association (GFOA) awarded the Certificate of Achievement for Excellence in Financial Reporting to the City of Miami for its Comprehensive Annual Financial Reports (CAFR's) for the fiscal years ended September 30, 1999 through 2012. The City's 2013 CAFR has been submitted for program review with the expectation that it will also qualify for a Certificate of Achievement. The City desires to continue its successful participation in the Certificate program. The selected auditing firm, therefore, should be prepared to render any necessary .assistance in this regard. B. Term of Engagement A three-year contract is contemplated, with two one-year options to renew. 3.2. Nature of Services Required A. General These audits are to be performed in accordance with the provisions contained in this request for proposal. B. Scope of Work to be Performed 1. The City desires the independent auditor to express an opinion on the fair presentation of the basic financial statements of the City, in conformity with generally accepted accounting principles. 2. The City also desires the auditor to express an opinion on the fair presentation of its government -wide and fund financial statements and schedules in conformity with generally accepted accounting principles (GAAP). The auditor is not required to audit the supporting schedules contained in the comprehensive annual financial report. However, the auditor is to provide an "in -relation -to" opinion on the supporting schedules based on the auditing procedures applied during the audit of the government -wide and fund financial statements and schedules. The auditor is not required to audit the introductory section of the report or the statistical section of the report. 3. The auditor shall also be responsible for performing certain limited procedures involving supplementary Page 34 of 47 Request for Proposals (RFP) 439312 information, specifically Management's Discussion and Analysis and other required supplementary information as required by the Governmental Accounting Standards Board as mandated by generally accepted auditing standards. 4. The auditor is required to audit the schedule of expenditures of Federal and State awards in accordance with the Federal and Florida Single Audit Act respectively. 5. The auditor is not required to audit the Pension Trust Fund for the General and Sanitation Employees, Firefighters, and Police Officers, as the Trust Funds will be audited by other independent auditors who will famish their report to the principal Independent Auditor during the engagement. C. Auditing Standards to be Followed To meet the requirements of this request for proposals, the audit shall be performed in accordance with: 1. Generally Accepted Auditing Standards as set forth by the American Institute of Certified Public Accountants; 2. Government Auditing Standards, issued by the Comptroller General of the United States; 3. The provisions of the Federal Single Audit Act of 1984 (as amended in 1996 and subsequently); 4. The Florida Single Audit Act; 5. The provisions of U.S. Office of Management and Budget (OMB) Circular A-133; 6. Audits of State and Local Government Units, and Non -Profit Organizations, Audits of State and Local Governments (Revised), issued by the American Institute of Certified Public Accountants; 7. Regulations of the State of Florida Department of Banking and Finance; 8. Rules of the Auditor General, State of Florida, Chapter 10-550 (Local Government Audits) and Chapter 10-600 (Audits of State Grants and Aids Appropriations under Section 215.97 Florida Statutes); 9. State of Florida Auditor General Selection Guidelines (2007) prepared by the Auditor Selection Task Force; 10. Section 11.45, Florida Statutes; 11. Chapter 218.39 and any other applicable Florida Statutes; 12. Generally accepted governmental accounting standards; 13. Any other applicable federal, state, local regulations or professional guidelines not specifically listed above as well as any additional requirements which may be adopted by these organizations in the future. D. Required Reports Following the completion of the audit of the fiscal year's financial statements for the City, the auditor shall issue: 1. The City's Audit Advisory Committee (AAC), as codified in Section 2-950(4) of the City Code, shall maintain liaison with the selected independent auditor, including but not limited to monitoring of the independent auditor's work progress, and reviewing the preliminary and final reports issued by the independent auditor. 2. A report on the audit of the financial statements for each of the three. (3) fiscal years. The report shall contain an expression of the auditor's opinion as to whether the information contained in the financial statements is presented fairly and in conformance with accounting principles generally accepted in the United States of America. If the auditor cannot express such an opinion, the reasons should be so stated in the report. Further, the auditor's opinion, with respect to the supplemental financial information presented in the combining and individual fiord financial statements and schedules shall also make a reference as to their fairness in all material respects in relation to the basic financial statements. 3. A report on internal control over financial reporting and on compliance and other matters based on an audit of fmancial statements performed in accordance with Government Auditing Standards. 4. A report on compliance with requirements applicable to each major Federal program and State projects and on internal control over compliance in accordance with OMB Circular A-133 and Chapter 10.550, Rules of the Auditor Page 35 of 47 Request for Proposals (RFP) 439312 General. Sixty (60) copies are required as well as an electronic copy. In the required report[s] on internal controls, the auditor shall communicate any reportable conditions found during the audit. A reportable condition shall be defined as a significant deficiency in the design or operation of the internal control structure, which could adversely affect the organization's ability to record, process, summarize and report financial data consistent with the assertions of management in the financial statements. Reportable conditions that are also material weaknesses shall be identified as such in the report. Non -reportable conditions discovered by the auditors shall be reported in a separate letter to management, which shall be referred to in the report[s] on internal controls. The reports on compliance shall include all instances of noncompliance. Irregularities and illegal acts. Auditors shall be required to make an immediate, written report of all irregularities and illegal acts, or indications of illegal acts, of which they become aware to the following parties: City Auditor General Finance Director CFO City Manager Audit Committee Mayor City Commission Reporting to the City Commission. Auditors shall assure themselves that the City Commission is informed through the Audit Committee of each of the following: A. The auditor's responsibility under generally accepted auditing standards B. Significant accounting policies C. Management judgments and accounting estimates D. Significant audit adjustments E. Other information in documents containing audited financial statements F. Disagreements with management G. Management consultation with other accountants H. Major issues discussed with management prior to retention I. Difficulties encountered in performing the audit 4. A detailed management letter shall be prepared in each of the three (3) fiscal years for use by the City. It should include a summation of audit fmdings and recommendations affecting the financial statements, internal control, accounting, accounting systems, legality of actions, and any other matters. Sixty (60) copies are required as well as an electronic copy. The auditor's comments in the management letter, which among other matters shall, make special mention of the following material items discovered within the scope of the audit. A. Whether irregularities reported in preceding audit(s) have been corrected; B. Whether recommendations made in preceding audit(s) have been followed, if adopted by the City; C. Whether the financial report filed with the Florida Department of Financial Services pursuant to Section 218.32 is in agreement with the annual audit report for the said period and, if not, specify any significant differences; D. Recommendations to improve the City's present management accounting procedures, and internal control; Page 36 of 47 Request for Proposals (RFP) 439312 E. Any violation of the laws, rules and regulations discovered within the scope of the audit; F. Any illegal expenditure discovered within the scope of the financial audit; G. Any improper or inadequate accounting procedures discovered within the scope of the financial audit; H. Any failure to properly record financial transactions discovered within the scope of the audit; I. All other inaccuracies, irregularities, shortages and defalcations discovered within the scope of the financial audit by the Auditor; J. A review of the provisions of Section 218.503(1) Florida Statutes, "Determination of Financial Emergency." K. Compliance with Auditor General's rules. L. A review of compliance to the City's investment policy; specifically the cash flow analysis, liquidity assessment process, benchmarlcing and written procedures regarding all investments (including those under the management control of the City staff and the Investment (Advisor). E. Special Considerations 1. The City will send its Comprehensive Annual Financial Report to the Government Finance Officers Association of the United States and Canada for review in their Certificate of Achievement for Excellence in Financial Reporting program. It is anticipated that the auditor will be required to provide any special assistance deemed necessary to the City in order to meet the requirements of that program. 2. The City currently anticipates it will prepare one or more official statements in connection with the sale of debt securities which will contain the general purpose financial statements and the auditor's report thereon. The auditor shall be required, if requested by the City, financial advisor and/or the underwriter, to issue a "consent and citation of expertise" as the auditor and any necessary "comfort letters". Costs associated with such additional work will be based on the hourly rates -listed in the auditor's proposal. 3. The auditor will be required to perform program specific audits of certain grants/programs as required by granting agencies. Specifically, the City is required to perform a separate program specific audit of The Children's Trust Programs and the Building Better Communities Bond Projects. These program specific audits are to be considered separate from the City's financial statement audit and fees for said program specific audits will be negotiated separately based on the hourly rates listed in the audit proposal. 4. The auditor may be requested to perform additional agreed upon procedures as required by the City. The agreed upon procedures engagements are to be considered separate from the City's financial statement audit and fees for said engagements will be negotiated separately based on the hourly rates listed in the audit proposal. 5. The auditor may be requested to perform other audit related services as need by the City. Additional services required are to be considered separate from the City's financial statement audit and fees for said engagements will be negotiated separately based on the hourly rates listed in the audit proposal. 6. The auditors will perform a review of the financial report of the City filed with the Department of Banking and Finance, State of Florida, pursuant to Section 218.32, Florida Statutes, to verify that it is in agreement with the financial statements for the year ended September 30, 2014, and all subsequent years covered by this agreement, 7. 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 following assistance: A. Proofreading the entire document; B. Verification of the implementation of recommended improvements from the prior year's submission to the GFOA under the Certificate of Achievement program; C. Verification of the implementation of new accounting standards and pronouncements; and, D. Overall review including layout, design and suggested improvements. Page 37 of 47 Request for Proposals (RFP) 439312 8. The auditor must designate two (2) "key" members of the audit team. The City shall reserve the right to approve any substitutions or changes in those staff designated as "key". 9. The auditor shall report to the City, at least weekly, the status of any potential audit adjustments so that the City may have adequate opportunity to investigate, gather information and respond if necessary. 10. 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 reserves the right to request that the audited financial statements of any of the optional extensions of the contract years to also be • submitted for peer review. The results of these peer reviews. shall be communicated back to the City no later than ten (10) business days thereafter receipt of the completed review process. Additionally, the auditor shall make available to the City a copy of each external quality control review (peer review) conducted during the time period engaged by the City. 11. The auditor will offer, at no expense to the City, an annual government training seminar to the City's accounting staff. This seminar will be offered locally and award eight (8) hours of CPE credits per staff member. 12. The partner in charge of the audit and the audit manager, or other CPA assigned to the audit, shall agree to communicate with the City Manager or designee, the Audit Advisory Committee, the Finance Committee or the City Commission, as deemed necessary. The auditor will attend the City Commission meeting at which time the audit report will be submitted for acceptance. The auditor will be available to present the report and to respond to City Commission questions as needed. F. Working Paper Retention and Access to Working Papers All working papers and reports must be retained, at the auditor's expense, for a minimum of three (3) years, unless the firm is notified in writing by the City of the need to extend the retention period. The auditor will be required to make working papers available, upon request, to the following parties or their designees: 1. City of Miami 2. General Accounting Office (GAO) 3. Auditor General of the State of Florida 4. Parties designated by the federal or state governments or by the City of Miami as part of an audit quality review process 5. Auditors of entities of which the City of Miami is a subrecipient of grant funds. 6. In addition, the firm shall respond to the reasonable inquiries of successor auditors and allow successor auditors to review working papers relating to matters of continuing accounting significance. 7. The auditor will agree to notify the City if the Board of Accountancy or any other regulatory agency requests a review of the audit work papers concerning the City or any government client audited by the auditor's local office. 3.3. Description of the Government A. Contact Persons and Organization Chart The auditor's principal contact with the City of Miami will be the Finance Director or designee who will coordinate assistance to be provided. The accounting and financial reporting functions of the City of Miami are centralized in the Finance Department. An organizational chart of the Finance Department is attached as Attachment A. B. Background Information The City of Miami was incorporated July 28th, 1896, and has a population of approximately 399,000 according to 2010 Census information. The City is situated at the mouth of the Miami River where it is a main port of entry into Florida and the county seat for Miami -Dade County, Florida. The City comprises 35.87 square miles of land and Page 38 of47 Request for Proposals (RFP) 439312 19.5 square miles of water. The City Charter was adopted by the electors of the City of Miami at an election held on May 17th, 1921 and was legalized and validated by Chapter 9024 of the laws 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 Executive Mayor form of government. The City Commission governs and legislates the City of Miami. It has five members 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. The 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. (Please refer to Attachment B for the City's organizational chart and key personnel.) The City provides the following services as authorized by its Charter: public safety, public works, community development, economic development, planning and zoning, building inspections, sanitation, parks and recreation, cultural enrichment, public improvements, and general administrative services. The City is organized into 28 departments and 12 agencies for the provision of the same. The accounting and fmancial reporting functions of the City are centralized within the Finance Department which is headed by Jose M. Fernandez, Finance Director and consists of 70 employees. More detailed information on the City's government and its finances can be found at the city's website at www.miamigov.com. Concerning the same, a copy of the City's Comprehensive Annual Financial Report (CAFR) for the year ended September 30, 2013, the Single Audit Report for the year ended September 30, 2013, and the City's approved budget for the year ending September 30, 2014, may be found at the City's website at www.miamigov.com. A copy of the September 30, 2013 Management Letter is attached as Attachment C. For Fiscal Year 2014, the City administers a combined operating budget of approximately $714 million, inclusive of debt services and net of transfers. For the period ended. September 30, 2010, the City's payroll was approximately $261 million and covers approximately 4,000 employees. C. Fund 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 reporting: General Fund Special Revenue Funds (23) Debt Service Funds (3) Capital Project Funds (11) Trust and Agency Funds (5) D. Budgetary Basis of Accounting The City Commission annually adopts an operating budget resolution for all governmental funds of the City, except for the Capital Projects Funds. The Capital Projects Funds are budgeted on a total project basis for which annual budgets are not available. For governmental funds, budgets are prepared on a basis consistent with accounting principles generally accepted in the United States of America. E. Pension Plans The City sponsors the following separate single -employer defined benefit pension plans under. the administration and management of separate Boards of Trustees: the City of Miami Fire Fighters' and Police Officers' Retirement Trust (FIPO), the City of Miami General Employees' and Sanitation Employees' Retirement Trust (GESE) and Other Managed Trusts, and the City of Miami Elected Officers' Retirement Trust (EORT). The financial statements for the pension plans are prepared using the accrual basis of 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 part of this engagement. Page 39 of 47 Request for Proposals (RFP) 439312 F. Component Units The financial statements of the City include those of the primary government and those of its component units. The City currently has five blended component units and seven discretely presented component units. None of the component units reported in the City's CAFR is audited as part of this engagement, however, the selected auditor may engage with those entities separately to audit their financial statements. G. Joint Ventures The City of Miami does not participate in any joint ventures with other governments. H. Magnitude of Finance Operations The Finance Department is responsible for development of a comprehensive financial management system for the City to include centralized accounting and financial reporting. The Department oversees general ledger functions, accounts payable, project and grants monitoring, fixed asset reporting, treasury, investment and debt management, accounts receivable, customer billing services, cash receipts, business tax receipts (aka, occupational licenses), and payroll administration. The principal functions performed and the number of employees assigned to each is as follows: I. Supporting IT Infrastructure The City of Miami uses the Oracle E-Business Suite 12 Enterprise Resource System (ERP). Specific modules included in the implementation were as follows: - General Ledger - Accounts Payable - Fixed Assets - Accounts Receivable - Projects and Grants - iReceivables - Cash Management - iExpense - iProcurement - iSupplier - Sourcing - Procurement Contracts - Human Resources - Payroll - Benefits The City will begin implementation of Hyperion Financial Management during fiscal year 2014. 3.4. Information on the Records to be Audited The Government -wide financial statements are presented on the accrual basis of accounting. The Fund Financial Statements are presented on a modified accrual or accrual basis of accounting, depending on the fund type. The City's budget is incorporated into the general ledger and the encumbrance system is utilized for expenditures. The City currently finances its OPEB on a pay-as-you-go basis. The City implemented GASB 43 and 45 in its fiscal year 2006 financial statements. The previous audit was completed by Ernst & Young, LLP, which has the previous audit work papers available for Page 40 of 47 Request for Proposals (RFP) 439312 inspection by the successful proposer at its offices at 201 South Biscayne Blvd., Suite 300C, Miami, FL 33131. Any fees involved for reasonable personnel costs and out-of-pocket expenses associated with the work paper review will be the responsibility of the firm awarded the contract. 3.5.Assistance to be Provided to the Auditor The finance department management personnel and staff will be available during the audit to assist the firm by providing information, documentation and explanations. Administrative help will be available to assist the auditors with preparation of sending confirmations. Clerical assistance will be available to help retrieve documents such as paid checks and invoices, and the accounting staff will be available for the preparation of schedules. The fmance department staff will be responsible for preparing all financial statements, notes and other information in the CAFR. The City of Miami will provide the necessary reproduction, report covers, tabs, divider pages and work binding for the Comprehensive Annual Financial Report only. All other required reports must be reproduced and bound by the auditors. The City of Miami will provide the auditors with reasonable work space, desks, and chairs. The auditor will also be provided with access to a telephone, photocopying facilities and FAX when required in the conduct of the annual audit. 3.6. Time Requirements The awarded firm may commence the examination as soon as notification of award has been issued. Each of the following should be completed by the auditors no later than the dates indicated for the fiscal year 2011 audit. City of Miami Financial Statement Audit: 1. Detailed Audit Plan The auditor shall provide the City of Miami Audit Advisory Committee and the Finance Director by August 1 of each year both a detailed audit plan and a list of all schedules to be prepared by the City of Miami. 2. Interim Work The auditor may perform interim work during the summer months with prior coordination with the Finance Director, 3. Fieldwork The auditor shall complete all fieldwork by February 1 of each year. 4. Draft Reports The auditor shall have drafts of the audit reports and recommendations to management available for review by the Finance Director by February 15 of each year. 5. Auditor's' Opinion The Auditor's Opinion must be provided no later than March 1st so City staff can proceed with report reproduction efforts and meet the GFOA deadline of March 31 st. City of Miami Single Audit and Management Letter: 1. Detailed Audit Plan The auditor shall provide the City of Miami Audit Advisory Committee and the Finance Director by August 1 of each year both a detailed audit plan and a list of all schedules to be prepared by the City of Miami. 2. Interim Work The auditor may perform interim work during the summer months with prior coordination with the Finance Director. 3. Fieldwork The auditor shall complete all fieldwork by February 1 of each year. Page 41 of 47 Request for Proposals (RFP) 439312 4. Draft Reports The auditor shall have drafts of the Single Audit report and recommendations to management available for review by the Finance Director by February 28 of each year. 5. Final Reports Final reports must be provided no later than March 31 st. The auditor will be required to present the CAFR, Single Audit and Management Letter to the City Commission in May each year. The auditor shall provide 60 copies of all reports inc.Iuding the CAFR. Page 42 of 47 Request for Proposals (RFP) 439312 4. Submission Requirements 4.1. SUBMISSION REQUIREMENTS The purpose of this RFP is to hire a qualified and experienced independent Certified Public Accountant (CPA) licensed to practice in the State of Florida which may be a firm, corporation, joint venture, partnership or other legal entity, for the provision of external auditing services to the City of Miami. Therefore, only fully capable, experienced, and qualified Proposers should submit Proposals in response to this RFP. All Sub-Consultants/Contractors/Auditors, as part of Proposer's Proposal, must stand on their own merits and will be evaluated accordingly. In addition, any firm(s) involved in a joint venture in its Proposal will be evaluated individually, as each firm of the joint venture shall also have to stand on its own merits. Information provided by Proposer shall also be provided for each entity part of Proposer's Team. Throughout this RFP, the phrases "must" and "shall" will denote mandatory requirements. Any Proposer's proposed system not meeting the mandatory requirements shall be subject to immediate disqualification. Proposers shall carefully follow the format and instruction outlined below, observing format requirements where indicated. Proposals should contain the information itemized below and in the order indicated. This information should be provided for the Proposer and any Sub-Consultants/Contractors/Auditors to be utilized for the work contemplated by this Solicitation. Proposals submitted which do not include the following items may be deemed non -responsive and may not be considered for contract award. One (1) original, six (6) bound copies, and a diskette/CD rom (using Word 6.0 or higher) of your complete response to this RFP must be delivered to: Mr. Todd Hannon, City Clerk City of Miami Office of the City Clerk 3500 Pan American Drive Miami, Florida 33133 Responses must be clearly marked on the outside of the package referencing RFP NO. 439312, External Auditing Services. Responses received after that date and time will not be accepted and shall be returned unopened to Proposer. No on-line submittals will be accepted. Proposals received at any other location than the aforementioned or after the Proposal submission date and time shall be deemed non -responsive. Proposals should be signed by an official authorized to bind the Proposer to the provisions given in the Proposal. Proposals are to remain valid for at least 180 days. Upon award of a Contract, the contents of the Proposal of the Successful Proposer may be included as part of the Contract, at the City's discretion.Instructions to Proposers. PROPOSAL FORMAT A. Include the signed RFP Certification Statement. 1. Cover Page: The Cover Page shall include the Proposer's name, the Contact Person for the RFP, the Firm's Liaison for the Contract, the Primary Office Location, the Local Business Address (if applicable); the Business Phone and Fax Numbers, Email Addresses (if applicable), the Title of the RFP, the RFP Number, and the Federal. Employer Page 43 of 47 Request for Proposals (RFP) 439312 Identification Number or Social Security Number. 2. Table of Contents: The table of contents shall outline, in sequential order, the major sections of the Proposal as listed below, including all other relevant documents requested for submission. All pages of the Proposal, including the enclosures, shall be clearly and consecutively numbered and shall correspond with the table of contents. 3. Executive Summary: A signed and dated summary of not more than two (2) pages shall be provided containing Proposer's overall Qualifications and Experience and Technical Qualifications, as contained in the submittal. Proposer shall include the name of the organization, business phone, contact person and a summary of the work to be performed. Include in detail, evidence that clearly demonstrates Proposer meets the minimum qualification requirements, pursuant to Section 2.6. Minimum Qualification Requirements. 4. Proposer's Qualifications and Experience: a) Describe the Proposer's organizational history and structure, provide a brief history of the firm, including years Proposer/fun has been in business providing a similar service(s), and indicate whether the City has previously awarded any contracts to the Proposer/fun. b) Provide a list of all principals/owners and directors. c) Provide detailed, relevant auditing experience of firm for at least three (3) years, particularly governmental auditing experience. Include any municipal audit experience including utility and grant audits. d) Provide copies of resumes and describe meaningful governmental auditing experience of partners, managers, key staff members; and other supervisory staff assigned to the City's account including names and overall work to be performed. The City reserves the right to contact any reference as part of the evaluation process. e) Provide copy(s) of the State of Florida CPA license for all individual CPA's assigned to the audit and for the firm. f) Provide positive affirmation that all CPA's assigned to the engagement have properly maintained their Continuing Professional Education (CPE) in governmental accounting as required by the Board of Accountancy. g) Provide documentation from the Board of Accountancy that the licenses described above are indeed active and in good standing. h) Provide a list of clients that have discontinued use of Proposer's services within the past two (2) years and indicate the reasons for the same. The City reserves the right to contact any reference as part of the evaluation process. i) Provide documentation of the firm's good standing to practice before the Securities and Exchange Commission. j) Provide two (2) Letters of Reference on letterhead from preferably governmental entities for whom similar services have been performed. This information shall be subject to verification as part of the evaluation process. k) Provide a current resume of each Sub -Consultant. Proposer shall identify all Sub -Consultants and those services to be performed by each. Proposer shall provide the Sub -Consultants' qualifications and experience in detail, highlighting all similar experience as addressed in this RFP and anticipated to be performed by each of the same. ' Proposer shall provide for each Sub -Consultant the same information required of Proposer. The City retains the right to accept or reject any Sub -Consultants proposed. The City reserves the right to contact any reference as part of the evaluation process. 5. Technical Qualifications A. Ability and Experience to Perform Required Services Page 44 of 47 Request for Proposals (RFP) 439312 a) Provide location of the office from which the audit will be conducted. b) Provide a List of not less than three (3) references within the past five (5) years for whom similar services were performed. Include the overall value of the contract, the term of the contract, and include the address, phone number(s) and contact persons within each organization. The City reserves the right to contact any reference as part of the evaluation process. At least one copy of a CAFR from one of the references shall also be submitted. In the event that a firm has been formed so recently that no government auditing references are available, the Proposer shall state the same in the response to the RFP. If available, the Proposer shall also submit governmental auditing references for any predecessor firms. c) Provide recent, current and projected workload for the Proposer and auditors assigned to the City's account. d) Provide a copy(s) of the two (2) most recent external quality control reviews (peer reviews) inclusive of reviews of specific government engagements. e) Provide results of any federal or state desk reviews or field audits during the past three (3) years. f) Describe the ability to provide the City with'analysis of current developments of Governmental Accounting Standards Board (GASB) and Financial Accounting Standards Board (FASB) pronouncement. g) Provide an affirmative statement that it is independent of the City of Miami as defined by the U.S. General Accounting Office's Government Auditing Standards. The firm shall also list and describe the firm's (or proposed Sub -Consultant's) professional relationships involving the City of Miami or any of its agencies for the past five (5) years, together with a statement explaining why such relationships do not constitute a conflict of interest relative to performing the proposed audit. h) Describe any litigation or proceeding against Proposer, its partners, managers, sub-consultants/contractors and/or other key staff members, within the past five (5) years. Provide the circumstances and statuses of any disciplinary actions taken or pending against the Proposer, its partners, managers and/or other key staff members, by the state regulatory bodies or professional organizations or by any court or administrative agency which has ruled against its professional activities or performance. i) Describe any current or pending litigation or proceeding involving Proposer, its partners, managers and/or other key staff members, and its professional activities or performance, if applicable. State the nature of the litigation, a brief description of each case, the outcome or projected outcome, and the monetary amounts involved. j) Discuss any bankruptcies involving Proposer, its partners, manager, and/or other key staff members, if applicable. B. Audit Approach a) Provide a brief description of the audit procedure to be followed. b) Provide a tentative schedule for performing key aspects of the audit. c) Provide detailed responses to each of the City's requirements as stipulated within the Scope of Work, Section 3.2 of this RFP. d) Provide the extent to which statistical sampling techniques shall be used. e) Provide the type and extent to which analytical procedures shall be used. 6. Fees for Services Proposer shall submit a flat fee proposal for the whole of the five (5) year term of the contract. Significant extenuating circumstances may be considered by the City in determining whether any adjustment should be made to the proposed rates for future years. The fee proposal for 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 Year 1 audit and the total fee proposed for that Page 45 of 47 Request for Proposals (RFP) 439312 year of the engagement. Additionally, provide a fee schedule for the complete audit and a singular hourly rate to be used for any additional work which the City may request outside the scope of the contract. Discuss any additional services and fees for the same which Proposer can provide and which are not specifically listed within this RFP. FAILURE TO SUBMIT A FEE PROPOSAL AS REQUIRED AND IN THE FORMAT DESCRIBED ABOVE SHALL DISQUALIFY PROPOSER FROM CONSIDERATION. Page 46 of 47 Request for Proposals (RFP) 439312 5. Evaluation Criteria 5.1. EVALUATION CRITERIA The City's Selection Committee will evaluate proposals and will select the proposer which meets the best interests of the City. The City shall be the sole judge of its own best interests, the proposals, and the resulting negotiated agreement. Proposals received shall be evaluated on the criteria noted below. In performing the evaluation, only information contained within the Proposal will be considered, unless otherwise stipulated and/or other clarifying information is requested by the City. Proposals from firms that do not meet the minimum qualifications set forth will not be considered further. The proposer granted the contract will be required to maintain the minimum qualification requirements during the term of the contract and any renewals. Each member of the Selection Committee shall independently review each proposal using the criteria listed below. Proposers meeting the Minimum Qualifications criteria will have their proposals evaluated and scored. The Selection Committee will rank and recommend in order of preference no fewer than two (2) proposers deemed to be the most highly qualified to perform the required services. The following criteria will be utilized to select the firms submitting proposals: 1. Expertise and Experience — worth 30 points 'The firm's past experience and performance on municipal engagements of comparable size and complexity. 'The quality of the firm's professional personnel to be assigned to the engagement. 'The quality of the firm's management support personnel to be available for technical consultation. The firm's past experience and performance with Single Audits and tests of compliance with laws and regulations. The quality and experience of the firm's assigned professional auditing personnel with the GFOA Certificate of Achievement for Excellence in Financial Reporting program. 2. Audit Approach — worth 30 points The firm adheres to the instructions in this RFP for preparation and submission of the proposal. Adequacy of audit work plan and sampling techniques. Adequacy of analytical and substantive procedures. Adequacy of study and evaluation of internal accounting and administrative controls. Adequacy of proposed staffing plan for the various segments of the engagement, including supervision and involvement of experienced personnel. 3. Firm Qualifications — worth 20 points Organization, size and structure of the firm. Ability, capacity, and skill of the firm to perform the services on a timely basis. • The firm submits a copy of its most recent external quality control review report and the firm has a record of quality audit work. 4. Cost Proposal — worth 20 points Cost will not be a primary factor in the selection of an audit firm. An evaluation of the Proposals will be performed by the Audit Advisory Committee. After review by the Committee, a recommendation will be made to the City Manager for consideration by the City Commission. The City reserves the right to contact references and establish an interview(s) with references in person or by the telephone. Page 47 of 47