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HomeMy WebLinkAbout24083AGREEMENT INFORMATION AGREEMENT NUMBER 24083 NAME/TYPE OF AGREEMENT RSM US LLP DESCRIPTION PROFESSIONAL SERVICES AGREEMENT/EXTERNAL AUDITING SERVICES/MATTER ID: 22-2331 EFFECTIVE DATE September 23, 2022 ATTESTED BY TODD B. HANNON ATTESTED DATE 9/23/2022 DATE RECEIVED FROM ISSUING DEPT. 9/23/2022 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 CITY OF MIAMI DOCUMENT ROUTING FORM Department of Procurement ORIGINATING DEPARTMENT: DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: RSM US LLP IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑■ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT NO NO OTHER: (PLEASE SPECIFY) PURPOSE OF ITEM (BRIEF SUMMARY): PSA and Arrangement Letter for RFP 1496386 External Auditing Services with RSM US LLP COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: NOTES. ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER PR22256 September 14, Annie Perez, CPPO 2022 114:49:06 EDT SIGNATURE: 4..,... f?.ti.., RISK MANAGEMENT September 18, 2022 �89540EBMAG460... Ann -Marie Sharpe I 18:16:07 EDT D Sgnetl by: SIGNATURE: r, 6,vy C&2]395C8318219E]... CITY ATTORNEY 22-2331 September 21, 2i/lrla Wz32 EDT gSgneEbymatter SIGNATURE: -,,r- ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER September 22, 2022 EF90AFBFE045]... Larry Spring, CPA I 10: 32 : 22 EDT aby SIGNATURE: —1 'd— �CGD20G29G]GSD1 ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS Natasha Colebrook -Williams SIGNATURE: DEPUTY CITY MANAGER Nzeribe Ihekwaba, Ph.D., PE SIGNATURE: CITY MANAGER September 22, 2� ur Nlolrie : z8 EDT Don3gMa by SIGNATURE: 546ur Anty, CITY CLERK September 23, Todd Hannon 2gidNiT E2,6r2D7n �E45D]$59DDF1459... PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney From: Charles Johnson Contact Person Sr. Procurement Contracting Manager Title 9/14/2022 Date: Procurement Requesting Client (305) 416-1924 Telephone Legal Service Requested: Matter 22-2331 PSA and Arrangement Letter for RFP 1496386 External Auditing Services with RSM US LLP Complete form and forward to the Office of the City Attorney or e-mail to Legal Services. Do not assume that the Office of the City Attorney knows the background of the question and/or issue, such as opinions on the same or similar issues, the existence of relevant memos, correspondence, etc. Please attach to this form and/or e-mail all pertinent information relating to the subject. Once your request has been assigned, an e-mail will be sent to you with the Assigned Attorney's name and the issued matter identification number. All attorneys in the Office of the City Attorney shall fully comply with the Rules Regulating the Florida Bar. For Legal Services requesting an opinion from the Office of the City Attorney: FlIssue opinion in writing. nPublish opinion after issuance. Authorized by: Annie Perez Date response requested by: BELOW PORTION TO BE COMPLETED BY THE OFFICE OF THE CITY ATTORNEY Assigned Attorney: Date: File No. Approved by: Ultimate Client: Comments: D / R Date: Type: Matrix: Category: Copy returned to Requesting Client Copy to Ultimate Client rev. 04/14/2017 DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami, Florida Contract No. RFP 1496386 PROFESSIONAL SERVICES AGREEMENT By and Between The City of Miami, Florida And CONTRACTOR This Professional Services Agreement ("Agreement") is entered into this 23rd day of September , 2022 by and between the City of Miami, a municipal corporation of the State of Florida, whose address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130 ("City"), and, RSM US LLP, a foreign limited liability partnership qualified to do business in the State of Florida whose principal address is 30 S. Wacker Drive, Suite 3300, Chicago, IL 60606, hereinafter referred to as the ("Contractor"). RECITALS: WHEREAS, the City of Miami issued Request for Proposal No. 1496386, on April 20, 2022 (the "RFP" attached hereto, incorporated hereby, and made a part of as Exhibit A) for the provision of External Auditing Services, ("Services" as more fully set forth in the scope of work "Scope" attached hereto as Exhibit B) for the City of Miami's Finance Department, and Contractor's proposal ("Proposal", attached hereto, incorporated hereby, and made part of hereof as Exhibit C), in response thereto, has been selected as the most qualified proposal for the provision of the Services. WHEREAS, the Evaluation/Selection Committee appointed by the City Manager determined that the Proposal submitted by the Contractor was responsive to the RFP requirements, and recommended that the City Manager negotiate with the Contractor; and WHEREAS, the City wishes to engage the Services of Contractor, and Contractor wishes to perform the Services for the City; and 1 External Auditing Services DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami, Florida Contract No. RFP 1496386 WHEREAS, the City and the Contractor desire to enter into this Agreement under the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Contractor and the City agree as follows: TERMS: 1. RECITALS AND INCORPORATIONS; DEFINITIONS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The City's RFP is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "A". The Services and Scope of Work, as further detailed in Contractor's Arrangement Letter and as approved in writing by the City, are hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "B". The Contractor's Response and Price Schedule, dated May 18, 2022 in response to RFP 1496386, is hereby incorporated into and made a part of this Agreement as attached Exhibit "C". The Contractor's Insurance Certificate is hereby incorporated into and made a part of this Agreement as attached Exhibit "D". The order of precedence whenever there is conflicting or inconsistent language between documents is as follows in descending order of priority: (1) the Agreement, including all Exhibits attached thereto and any Amendments to the Agreement; (2) Addenda/Addendum to the RFP, if any; (3) RFP; and (4) Contractor's response and Price Schedule, dated May 18, 2022, acknowledging scope of services and pricing component of services and, response to the Request for Proposals. 2. TERM: The Agreement shall become effective on the date on the first page and shall be for the duration of five (5) years. The City, acting by and through its City Manager, shall have the option to extend or terminate the Agreement for convenience, that is, for any or no cause. 2 External Auditing Services DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami, Florida Contract No. RFP 1496386 3. SCOPE OF SERVICES: A. Contractor agrees to provide the Services as specifically described, and under the special terms and conditions set forth in Exhibits "A" and "B" hereto, which by this reference is incorporated into and made a part of this Agreement. B. Contractor represents to the City that: (i) it possesses all qualifications, licenses, certificates, authorizations, and expertise required for the performance of the Services, including but not limited to full qualification to do business in Florida, and meet all requirements of section 468.385, et seq., Florida Statutes; (ii) it is not delinquent in the payment of any sums due the City, including payment of permits, fees, occupational licenses, etc., nor in the performance of any obligations or payment of any monies to the City; (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each and possess the licenses , registrations, and certifications required by law to perform such tasks ; (iv) the Services will be performed in the manner described in Exhibit "A"; and (v) each person executing this Agreement on behalf of Contractor has been duly authorized to so execute the same and fully bind Contractor as a party to this Agreement. C. Contractor shall always provide fully qualified, competent, and physically capable employees to perform the Services under this Agreement. Contractor shall possess and maintain any required licenses, permits and certifications to perform the Services under this Agreement. City may require Contractor to remove any employee the City deems careless, incompetent, insubordinate, intoxicated on the job, or otherwise objectionable and whose continued services under this Agreement is not in the best interest of the City. 4. COMPENSATION: 3 External Auditing Services DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami, Florida Contract No. RFP 1496386 A. Contractor, as its sole compensation for the Services provided, shall receive compensation as indicated in Exhibit "C", which by this reference is incorporated into and made a part of this Agreement. B. Prices shall remain firm and fixed for the term of the Contract, including any renewal or extension periods. Contractor represents, warrants and guarantees to the City that Contractor shall completely, timely and properly perform the Work and all of its obligations under the Agreement, in accordance therewith, for the Contract Price agreed upon by the parties. This Contract Price shall constitute Guaranteed Maximum Cost to the Owner for performing the Work inclusive of labor, materials, equipment, supplies, and any allowable overhead and profit. The City shall (absent a prior Amendment with a justifiable compelling cause approved as an Amendment to this Agreement) have no liability or obligation to pay any amount in excess of the stated Contract Price and Contractor shall have no recourse in that respect except to seek an Amendment to the Agreement. 5. OWNERSHIP OF DOCUMENTS: Contractor understands and agrees that any information, document, report, data or other digital record, or any other material whatsoever which is given by the City to Contractor, its employees, or any subcontractor, or which is otherwise obtained or prepared by Contractor solely and exclusively for the City pursuant to or under the terms of this Agreement, is and shall always remain the property of the City. Contractor agrees not to use any such information, document, report, data, or material for any other purpose whatsoever without the written consent of the City Manager, which may be withheld or conditioned by the City Manager in his/her sole discretion. Contractor is permitted to make and to maintain duplicate copies of the files, records, documents, etc. if Contractor determines copies of such records are necessary after the termination of this Agreement; however, in no way shall the confidentiality as permitted by applicable laws be 4 External Auditing Services DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami, Florida Contract No. RFP 1496386 breached. The City shall maintain and retain ownership of any and all documents which result upon the completion of the work and Services under this Agreement as per the terms of this Section 5. Subject to Chapter 119 of the Florida Statutes, Florida's Public Records Law and not withstanding anything stated to the contrary in this Agreement, Contractor's audit workpapers shall at all times remain its sole property. Furthermore, this provision shall not be intended to impact Contractor's ownership rights of its administrative records, pre-existing intellectual property, or any intellectual property developed outside of the scope of the Services provided to the City. 6. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION: A. Contractor agrees to provide access to the City's Auditor General or to any of its duly authorized representatives, to any books, documents, papers, and records of Contractor which are directly pertinent to this Agreement, for the purpose of audit, examination, excerpts, and transcripts. The City's Auditor General may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the City to Contractor under this Agreement, audit and inspect, or cause to be audited and inspected, those books, documents, papers, and records of Contractor which are related to Contractor's performance under this Agreement. Contractor agrees to maintain all such books, documents, papers, and records at its principal place of business in Miami -Dade County, or its local office in Miami -Dade County or to otherwise make them available in Miami -Dade County for a period of three (3) years after final payment is made under this Agreement and all other pending matters are closed. Contractor's failure to adhere to, or refusal to comply with, this condition shall result in the immediate cancellation of this Agreement by the City. B. The City's Auditor General may, at reasonable times during the term hereof, inspect the Contractor's facilities and perform such tests, as the City's Auditor General deems reasonably necessary, to determine whether the goods or services required to be provided by Contractor under this Agreement conform to the terms hereof. Contractor shall make available to the City's 5 External Auditing Services DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami, Florida Contract No. RFP 1496386 Auditor General all reasonable facilities and assistance to facilitate the performance of tests or inspections by City's Auditor General representatives. All audits, tests and inspections shall be subject to, and made in accordance with, the provisions of Sections 18-100, 18-101, and 18-102 of the Code of the City of Miami, Florida ("City Code"), which Sections apply to this Agreement, as same may be amended or supplemented, from time to time. 7. AWARD OF AGREEMENT: 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 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. 8. PUBLIC RECORDS: A. Contractor understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City Agreements, 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 laws. Contractor's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. B. Contractor shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following 6 External Auditing Services DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami, Florida Contract No. RFP 1496386 completion of the Agreement if the Contractor does not transfer the records to the City; and (4) upon completion of the Agreement, transfer, at no cost, to the City all public records in possession of the Contractor, or keep and maintain public records required by the City to perform the service; if the Contractor transfers all public records to the City upon completion of the Agreement, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements; if the Contractor keeps and maintains public records upon completion of the Agreement, the Contractor shall meet all applicable requirements for retaining public records; all records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. Notwithstanding the foregoing, Contractor shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. C. Should Contractor determine to dispute any public access provision required by Florida Statutes, then Contractor shall do so at its own expense and at no cost to the City. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE CONTRACT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDSCa)MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9111 FLOOR, MIAMI, FL 33130. THE CONTRACTOR MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. 9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Contractor understands that agreements with local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. City and Contractor agree to comply with and observe all such applicable federal, state and local laws, rules, regulations, codes, and ordinances, as they may be amended from 7 External Auditing Services DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami, Florida Contract No. RFP 1496386 time to time. Contractor further agrees to include in all of Contractor's agreements with subcontractors for any Services related to this Agreement this provision requiring subcontractors to comply with and observe all applicable federal, state, and local laws rules, regulations, codes, and ordinances, as they may be amended from time to time. Local laws in accordance with this Section shall mean the applicable laws of the City of Miami, and Miami -Dade County. 10. INDEMNIFICATION: Contractor shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, and/or employees, from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in the performance of this Contract. Contractor shall further indemnify, defend (at its own cost), and hold the City, its officers, agents, directors, and employees harmless against any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted Work. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, Vendor(s) shall, upon written notice from the City, resist and defend (at its own cost) such action or proceeding by counsel satisfactory to the City. Vendor(s) expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by Vendor(s) shall in no way limit the responsibility to indemnify, defend and save the City, its officers, agents, directors, and employees harmless as herein provided. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Contractor shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Contractor expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by the Contractor shall in no way limit the responsibility to indemnify, keep and save harmless and 8 External Auditing Services DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami, Florida Contract No. RFP 1496386 defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate the Contractor to defend, at its own expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City, whether performed by the Contractor, or persons employed or utilized by Contractor. These duties will survive the cancellation or expiration of the Contract. This Section will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as applicable and as amended. Contractor shall require all sub -contractor agreements to include a provision that each sub -contractor will indemnify the City in substantially the same language as this Section. 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 Contract. Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Contractor. 11. DEFAULT: If Contractor fails to comply with any term or condition of this Agreement, or fails to perform in any material way any of its obligations hereunder, and fails to cure such failure after reasonable notice from the City, then Contractor shall be in default. Contractor understands and agrees that 9 External Auditing Services DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami, Florida Contract No. RFP 1496386 termination of this Agreement under this section shall not release Contractor from any obligation(s) accruing prior to the effective date of termination. Should Contractor be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Contractor shall be liable to the City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to Contractor, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to Contractor while Contractor was in default shall be immediately returned to the City. If the City fails to comply with any term or condition of this Agreement, or fails to perform in any material way any of its obligations hereunder, and fails to cure such failure after reasonable notice from Contractor, the City shall be in default, which shall be treated as a termination pursuant to Section 13. 12. RESOLUTION OF AGREEMENT DISPUTES: Contractor understands and agrees that all disputes between Contractor 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 Contractor being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds Twenty - Five Thousand Dollars and No/Cents ($25,000), the City Manager's decision shall be approved or disapproved, as applicable, by the City Commission, whose decision shall be final. Contractor shall not be entitled to seek judicial relief, recourse, remedy or to file a civil action unless: (i) it has first received City Manager's written decision, approved or disapproved, as applicable, by the City Commission if the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($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 10 External Auditing Services DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami, Florida Contract No. RFP 1496386 documentation one hundred twenty (120) days if City Manager's decision is subject to City Commission approval); or (iii) City has waived compliance with the procedure set forth in this section by a written instrument clearly waiving compliance , signed by the City Manager. In no event may the amount of compensation under this Section exceed the total compensation set forth in Section 4 (A) of this Agreement. The adherence to this Section is the condition precedent to the institution of any civil action by the Contractor against the City. 13. TERMINATION; OBLIGATIONS UPON TERMINATION: A. The City, acting by and through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, at any time, by giving written notice to Contractor at least thirty (30) calendar days prior to the effective date of such termination. In such event, the City shall pay to Contractor compensation for Services rendered and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to Contractor for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any consequential or incidental damages. The Contractor shall have no recourse or remedy against the City for a termination under this subsection except for payment of fees due prior to the effective date of termination. B. The City, by and acting through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, upon the occurrence of an event of a material breach hereunder, and failure to cure the same within thirty (30) days after written notice of default. In such event, the City shall not be obligated to pay any amounts to Contractor for Services rendered by Contractor after the date of termination, but the parties shall remain responsible for any payments that have become due and owing as of the effective date of termination. In no event shall the City be liable to Contractor for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any direct, indirect, special, consequential, or incidental damages. 11 External Auditing Services DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami, Florida Contract No. RFP 1496386 C. Contractor may terminate this Agreement upon written notice if we determine that our continued performance would result in a violation of law, regulatory requirements, or applicable professional or ethical standards. 14. INSURANCE: A. Contractor shall, always during the term hereof, maintain such insurance coverage(s) as may be required by the City. The insurance coverage(s) required as of the Effective Date of this Agreement are attached hereto as Exhibit "D" and incorporated herein by this reference. The City RFP number and title of the RFP must appear on each certificate of insurance. The Contractor shall add the City of Miami as an additional insured to its commercial general liability, and auto liability policies, and as a named certificate holder on all policies. Contractor shall correct any insurance certificates as requested by the City's Risk Management Administrator. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage(s) and shall be furnished to the City Risk Management Director on Certificates of Insurance indicating such insurance to be in force and effect and any cancelled or non -renewed policy will be replaced with no coverage gap and a current Certificate of Insurance will be provided. Completed Certificates of Insurance shall be filed with the City prior to the performance of Services hereunder, provided, however, that Contractor shall at any time upon request file duplicate copies of the Certificate of Insurance with the City. B. If, in the judgment of the City, prevailing conditions warrant the provision by Contractor of additional liability insurance coverage or coverage which is different in kind, the City reserves the right to require the provision by Contractor 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) days prior to the date on which the requirements shall take effect. Should the Contractor fail or refuse to satisfy the requirement of changed coverage within thirty (30) days 12 External Auditing Services DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami, Florida Contract No. RFP 1496386 following the City's written notice, this Agreement shall be considered terminated on the date that the required change in policy coverage would otherwise take effect. C. Contractor understands and agrees that all liabilities regarding the use of any of Contractor's employees or any of Contractor's subcontractors for Services related to this Agreement shall be borne solely by Contractor throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. Contractor further understands and agrees that insurance for each employee of Contractor and each subcontractor providing Services related to this Agreement shall be maintained in good standing and approved by the City Risk Management Director throughout the duration of this Agreement. D. Contractor shall be responsible for assuring that the insurance certificates required under this Agreement remain in full force and effect for the duration of this Agreement, including any extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any extension hereof, Contractor shall be responsible for submitting new or renewed insurance certificates to the City's Risk Management Administrator as soon as coverages are bound with the insurers. In the event that expired certificates are not replaced, with new or renewed certificates which cover the term of this Agreement and any extension thereof: (i) the City shall suspend this Agreement until the new or renewed certificate(s) are received in acceptable form by the City's Risk Management Administrator; or (ii) the City may, at its sole discretion, terminate the Agreement for cause and seek re -procurement damages from Contractor in conjunction with the violation of the terms and conditions of this Agreement. E. Compliance with the foregoing requirements shall not relieve Contractor of its liabilities and obligations under this Agreement. 15. NONDISCRIMINATION: Contractor represents to the City that Contractor does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Contractor's 13 External Auditing Services DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami, Florida Contract No. RFP 1496386 performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status, or national origin. Contractor further covenants that no otherwise qualified individual shall, solely due to 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. 16. ASSIGNMENT: The Contractor's services are considered specialized and unique. This Agreement shall not be assigned, sold, transferred, pledged, or otherwise conveyed by Contractor, in whole or in part, and Contractor shall not assign or otherwise subcontract any part of its operations performing these services under this Agreement, without the prior written consent of the City Manager, which may be withheld or conditioned, in the City Manager's sole discretion. 17. 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. A copy of any legal notice (e.g., any claimed breach or termination of this Arrangement Letter) sent by the City to Contractor shall also be sent to the following address: Office of the General Counsel, RSM US LLP, 200 South Wacker Drive, Suite 3900, Chicago, IL 60606. 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 CONTRACTOR: Bob Feldmann, Partner 801 Brickell Avenue, Suite 1050 Miami, FL 33131 14 External Auditing Services DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami, Florida TO THE CITY OF MIAMI: Arthur Noriega, V, City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130-1910 Victoria Mendez, City Attorney 444 SW 2nd Avenue, 9th Floor Miami, FL 33130-1910 Erica Paschal -Darling Director, Finance 444 SW 2nd Avenue, 9th Floor Miami, FL 33130-1910 Annie Perez, CPPO Procurement Director 444 SW 2nd Avenue, 6th Floor Miami, FL 33130-1910 15 Contract No. RFP 1496386 External Auditing Services DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami, Florida Contract No. RFP 1496386 18. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. B. 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. C. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such 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 the same 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. 16 External Auditing Services DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami, Florida Contract No. RFP 1496386 D. Contractor shall comply with all applicable laws, rules, and regulations in the performance of this Agreement, including but not limited to licensure, and certifications required by law for professional service Contractors. E. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. Except as otherwise set forth in Section 2 above, the City Manager shall have the sole authority to extend, amend, or modify this Agreement on behalf of the City. 19. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns, if any. 20. INDEPENDENT CONTRACTORS: Contractor 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 the City. Accordingly, neither Contractor, nor its employees, nor any subcontractor hired by Contractor to provide any Services under this Agreement shall attain, nor be entitled to, any rights, emoluments, or benefits under the Civil Service or Pension Ordinances of the City, nor any rights afforded classified or unclassified employees of the City. Contractor further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Contractor, its employees, or any subcontractor hired by Contractor to provide any Services hereunder, and Contractor agrees to provide or to require subcontractor(s) to provide, as applicable, workers' compensation insurance for any employee or agent of Contractor rendering Services to the City under this Agreement. Contractor further understands and agrees that Contractor's or subcontractors' use or entry upon City properties shall not in any way change its or their status as an independent contractor. 17 External Auditing Services DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami, Florida Contract No. RFP 1496386 21. 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 amendment or termination due to lack of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in program directions, applicable laws or regulations, upon thirty (30) days written notice. 22. FORCE MAJEURE: A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo not within the control of the Contractor. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Agreement because of a Force Majeure Event as herein defined, the time for required completion of such act or obligation shall be extended by the number of days equal to the total number of days, if any, that such Force Majeure Event actually delay such party. The party seeking delay in performance shall give notice to the other party in writing, within two (2) days of the Force Majeure Event, specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so long as such delay due to a Force Majeure Event continues. Any party seeking delay in performance due to a Force Majeure Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. 23. CITY NOT LIABLE FOR DELAYS: Contractor hereby understands and agrees that in no event shall the City be liable for, 18 External Auditing Services DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami, Florida Contract No. RFP 1496386 or responsible to Contractor or any subcontractor, or to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any cause over which the City has no control. The sole remedy which may be granted to the Contractor, in the reasonable discretion of the City Manager, following a prompt and detailed request to be officially transmitted by the Contractor is an extension of time. No other recourse or remedy will be available to the Contractor against the City. 24. USE OF NAME: Contractor understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. Contractor is allowed, within the limited scope of normal and customary marketing and promotion of its work, to use the general results of this project and the name of the City. The Contractor agrees to protect any confidential information provided by the City and will not release information of a specific nature without prior written consent of the City Manager or the City Commission. 25. NO CONFLICT OF INTEREST: Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, Contractor hereby certifies to the City that no individual member of Contractor, no employee, and no subcontractor under this Agreement nor any immediate family member of any of the same is also a member of any board, commission, or agency of the City. Contractor hereby represents and warrants to the City that throughout the term of this Agreement, Contractor, its employees, and its subcontractors will abide by this prohibition of the City Code. 19 External Auditing Services DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami, Florida Contract No. RFP 1496386 26. NO THIRD -PARTY BENEFICIARY: No persons other than the Contractor and the City (and their successors and assigns) shall have any rights as an express or implied third -party beneficiary whatsoever under this Agreement. 27. SURVIVAL: All obligations (including but not limited to indemnity and obligations to defend, save and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. 28. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND WARRANTY: Contractor hereby certifies, represents and warrants to the City that on the date of Contractor's execution of this Agreement, and so long as this Agreement shall remain in full force and effect, the wage rates and other factual unit costs supporting the compensation to Contractor under this Agreement are and will continue to be accurate, complete, and current. Contractor understands, agrees, and acknowledges that the City shall adjust the amount of the compensation and any additions thereto to exclude any significant sums by which the City determines the contract price of compensation hereunder 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 of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the provisions hereof. 29. COUNTERPARTS; ELECTRONIC SIGNATURES: This Agreement and any amendments hereto may be executed in counterparts and all such counterparts taken together shall be deemed to constitute one and the same 20 External Auditing Services DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami, Florida Contract No. RFP 1496386 instrument, each of which shall be an original as against either party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 30. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and final 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. 21 External Auditing Services DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami, Florida Contract No. RFP 1496386 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. ATTEST: DocuSigned by: odd° ""'"'nnon. City CI ATTEST: "City" DocuSigned by: CITY OF MIAMI, a municipal corporation momd 13.64A y[s1z2 By ,--Docusigned by: fotot,y. esocF a�zo°azn Arthur P�orlega V, City Manager "Contractor" RSM US LLP, a foreign limited liability partnership qualified to do business in the state of Florida By: Print Name: Cafol Morgan Bliss Print Name: Bob Feldmann Title: Notary Public - State of Florida (Corporate Seal) CAROL MORGAN BUSS MY COMMISSION* HH 264274 EXPIRES: Juy 24.2023 APPROVED AS TO LEGAL FORM AND CORRECTNESS: DS DocuSigned by: (-Pr V f ttS`1Ffd°Mt? n d ez City Attomey (Matter 22-2331) ExumalAuditingS niece Title Partner (Authorized Corporate Officer) APPROVED AS TO INSURANCE REQUIREMENTS: DocuSigned by: Fro& Ga,4,t y Ann arieSharpe Risk Management Director DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami, Florida Contract No. RFP 1496386 COMPANY RESOLUTION WHEREAS, RSM US LLP (Corporate Name), a Limited liability partnership licensed to practice in Florida (State and type of incorporation, e.g., New York Corporation), desires to enter into an agreement with the City of Miami for the purpose of performing the services described in the contract to which this resolution is attached; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the bylaws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that this corporation is authorized to enter into the Agreement with the City, and Bob Feldmann (#1 Name), the Partner (#1 Title), and N/A (#2 Name), the N/A (#2 Title), are hereby authorized and directed to execute the Agreement in the name of this Corporation and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this 9th day of September , 2022. RSM US LLP ("Contractor") A Limited liability partnership licensed to practice in Florida (State and type of incorporation) 11 By: (signature of #1 above) Name & Title: Bob Feldmann, Partner (print) By: (signature of #1 above) Name & Title: Anil Harris, Senior Manager (print) 23 External Auditing Services DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami, Florida Contract No. RFP 1496386 EXHIBIT A RFP No. 1496386 24 External Auditing Services DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami, Florida Contract No. RFP 1496386 EXHIBIT B SCOPE OF WORK Provide external auditing services pursuant to Section 3.0, Specifications/Scope of Work, of the Solicitation. 25 External Auditing Services DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 External Auditing Services RFP 1496386 EXHIBIT C PRICE PROPOSAL (REVISED) A. External Auditing Services The not -to -exceed price and estimated hours for providing all external auditing services as stated in the Scope of Services. The price includes all costs associated to provide these services. Total Price Estimated Hours 1 Annual Audit Fees $428,688 3,900 per year 2 One -Time Start -Up Costs B. Not -to -Exceed Hourly Rate for Additional Work Below are the not -to -exceed hourly rates for additional work not included within the Scope of Services: Classification Rate Per Hour Partner $ 300 Senior Manager $ 250 Manager $ 200 Senior $ 170 Staff $ 120 Clerical $ 50 Notes: 1) The not -to exceed price in Section A, and the hourly rates in Section B, shall remain firm and fixed for the term of the Contract, including any extensions thereof. 2) The hourly rates above include all costs to include normal administrative fees, such as telephone, mailing, faxes, duplication charges, overnight mail, and including all out of pocket expenses, such as travel incurred in connection with the services (refer to CH.112.061 of the Florida Statutes regarding travel expenses), per diem, and miscellaneous costs and fees, and is incorporated in this price schedule, as they will not be reimbursed separately by the City. 3) The City will pay the Contractor at the hourly rates indicated within Section B, for any work involved to complete any additional services not included within the Scope of Services as requested by the City. 4) The annual audit fees listed in Section A above represent a negotiated 5% reduction from the originally proposed price of $451,250. Despite this price reduction, the Contractor agrees to maintain service at the levels indicated within its Proposal. Bob Feldmann Partner 9/9/2022 Title Date DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami, Florida Contract No. RFP 1496386 EXHIBIT D INSURANCE REQUIREMENTS EXTERNAL AUDITING SERVICES 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 Contingent and Contractual Liability Premises and Operations Liability Primary Insurance Clause II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 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 $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Umbrella Liability A. Limits of Liability 26 External Auditing Services DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami, Florida Contract No. RFP 1496386 Each Occurrence Policy Aggregate City of Miami listed as an additional insured Excess Follow Form over all applicable liability policies V Professional/Errors and Omissions/Cyber Liability $1,000,000 $1,000,000 Combined Single Limit Each Claim $5,000,000 General Aggregate Limit $5,000,000 Retro Date Included Consultant agrees to maintain professional liability/Errors & Omissions coverage, along with Network Security and Privacy Injury (Cyber) coverage for at least 2 years after termination of the contract period subject to continued availability of commercially reasonable terms and conditions of such coverage. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance with 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 VII" 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 certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 27 External Auditing Services DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 City of Miami, Florida Contract No. RFP 1496386 EXHIBIT E CORPORATE RESOLUTIONS AND EVIDENCE OF QUALIFICATION TO DO BUSINESS IN FLORIDA (To be provided upon document execution) 28 External Auditing Services DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 September 9, 2022 Erica Paschal Finance Director 444 SW 2nd Avenue Miami, FL 33130 Attention: Erica Paschal, Finance Director RSM RSM US LLP 801 Brickell Avenue, Suite 1050 Miami, FL 33131 O 305.442.8801 F 305.442.7478 www.rsmus.com This letter ("Arrangement Letter") is to explain our understanding of the arrangements for the services RSM US LLP ("RSM", "we", "us", or "our") is to perform for the City of Miami, Florida (the City) as of and for the year ending September 30, 2022. We ask that you confirm this understanding. The Objective and Scope of the Audit of the Financial Statements You have requested that RSM audit the City's governmental activities, aggregate discretely presented component units, each major fund, and the aggregate remaining fund information as of and for the year ending September 30, 2022, which collectively comprise the basic financial statements. Our audit will include the general fund and you acknowledge that we are the group auditor of the City's basic financial statements as of and for the year ending September 30, 2022. We will not audit the financial statements of: Discretely Presented Component Units: Downtown Development Authority Bayfront Park Management Trust Coconut Grove Business Improvement District Wynwood Business Improvement District Blended Component Units: Southeast Overtown Park Redevelopment Agency OMNI Redevelopment Agency Virginia Key Beach Park Trust Liberty City Community Revitalization District Trusts Midtown Community Redevelopment Agency Fiduciary — Pension Trust Funds: Firefighters' and Police Officers' Retirement Trust General Employees' and Sanitation Employees' Retirement Trust The financial statements for the entities/funds listed above will be audited by component auditors. Our arrangements to audit the Civilian Investigative Panel and the Department Of Off -Street Parking, blended component units, will be addressed in separate arrangement letters with the City. We are pleased to confirm our acceptance and our understanding of this audit engagement by means of this letter ("Arrangement Letter"). THE POWER OF BEING UNDERSTOOD AUDIT I TAXI CONSULTING RSM US LLP is the U.S. member firm of RSM International. a global networkof independent audit. tax. and consulting firms. Visit rsrnus.com/aboutus for more information regarding RSM US LLP and RSM International. DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 Erica Paschal, Finance Director City of Miami, Florida September 9, 2022 Page 2 The objectives of our audit are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the United States of America ("GAAS") and Government Auditing Standards issued by the Comptroller General of the United States ("GAS") will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of controls. You have also requested that RSM perform the audit of the City as of September 30, 2022, to satisfy the audit requirements imposed by the Single Audit Act and Subpart F of Title 2 U.S. Code of Federal Regulations ("CFR") Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (the "Uniform Guidance") and the audit requirements of the Florida Single Audit Act. The Responsibilities of the Auditor We will conduct our audit in accordance with GAAS, GAS, the Uniform Guidance, and the U.S. Office of Management and Budget's ("OMB") Compliance Supplement, the Florida Single Audit Act and Chapter 10.550, Rules of the Auditor General of the State of Florida. Those standards, regulations, supplements or guides require that we comply with applicable ethical requirements. As part of an audit in accordance with GAAS, GAS, the Uniform Guidance, the Florida Single Audit Act, Chapter 10.550, Rules of the Auditor General of the State of Florida and the guide, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, based on an understanding of the entity and its environment, the applicable financial reporting framework, and the entity's system of internal control, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. • Consider the entity's system of internal control in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the City's internal control. However, we will communicate to you in writing concerning any significant deficiencies or material weaknesses in internal control relevant to the audit of the financial statements that we have identified during the audit. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. • Conclude, based on the audit evidence obtained, whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the City's ability to continue as a going concern for a reasonable period of time. DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 Erica Paschal, Finance Director City of Miami, Florida September 9, 2022 Page 3 Because of the inherent limitations of an audit, together with the inherent limitations of controls, an unavoidable risk that some material misstatements may not be detected exists, even though the audit is properly planned and performed in accordance with GAAS and GAS. Because the determination of waste or abuse is subjective, GAS does not require auditors to perform specific procedures to detect waste or abuse in financial statement audits. We will communicate to the Audit Committee (a) any fraud involving senior management and fraud (whether caused by senior management or other employees) that causes a material misstatement of the financial statements that becomes known to us during the audit, and (b) any instances of noncompliance with laws and regulations that we become aware of during the audit (unless they are clearly inconsequential). We are responsible for the compliance audit of major federal programs and state projects under the Uniform Guidance and the Florida Single Audit Act, including the determination of major programs and projects, the consideration of internal control over compliance, and reporting responsibilities. We are responsible for the additional compliance audits as described in the scope of the audit section. Our report(s) on internal control over financial reporting and over compliance for major federal programs and state projects will include any significant deficiencies and material weaknesses in internal control over financial reporting and over compliance for major programs and projects of which we become aware as a result of obtaining an understanding of internal control and performing tests of internal control over financial reporting and over compliance for major programs and projects consistent with requirements of the standards and regulations identified above. Our report(s) on compliance matters will address material errors, fraud, violations of compliance obligations, and other responsibilities imposed by state and federal statutes and regulations or assumed by contracts; and any state or federal grant, entitlement or loan program questioned costs of which we become aware, consistent with requirements of the standards and regulations identified above. We will maintain our independence in accordance with the standards of the American Institute of Certified Public Accountants ("AICPA") and GAS. The Responsibilities of Management and Identification of the Applicable Financial Reporting Framework Management is responsible for: 1. Identifying and ensuring that the City complies with the laws and regulations applicable to its activities, and for informing us about all known violations of such laws or regulations, other than those that are clearly inconsequential; 2. The design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud affecting the City involving management, employees who have significant roles in internal control, and others where the fraud could have a material effect on the financial statements; and 3. Informing us of its knowledge of any allegations of fraud or suspected fraud affecting the City received in communications from employees, former employees, analysts, regulators, vendors, customers or others. Management is responsible for the preparation of the required supplementary information ("RSI") which accounting principles generally accepted in the United States of America ("U.S. GAAP") require to be presented to supplement the basic financial statements. Management is also responsible for the preparation of the supplementary information presented in relation to the financial statements as a whole in accordance with U.S. GAAP. Management agrees to include the auditor's report on the DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 Erica Paschal, Finance Director City of Miami, Florida September 9, 2022 Page 4 supplementary information in any document that contains the supplementary information and indicates that the auditor has reported on such supplementary information. Management also agrees to present the supplementary information with the audited financial statements or, if the supplementary information will not be presented with audited financial statements, to make the audited financial statements readily available to the intended users of the supplementary information no later than the date of issuance of the supplementary information and the auditor's report thereon. The Mayor and the City Commission are responsible for informing us of its views about the risks of fraud, waste or abuse within the City, and its knowledge of any fraud, waste or abuse or suspected fraud, waste or abuse affecting the City. Our audit will be conducted on the basis that management and, when appropriate, those charged with governance acknowledge and understand that they have responsibility: 1. For the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"); 2. To evaluate subsequent events through the date the financial statements are issued. Management also agrees that it will not conclude on subsequent events earlier than the date of the management representation letter referred to below; 3. For the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; 4. For report distribution; and 5. To provide us with: a. Access to all information of which management is aware that is relevant to the preparation and fair presentation of the financial statements including information relevant to disclosures; b. Draft financial statements, including information relevant to their preparation and fair presentation, when needed, to allow for the completion of the audit in accordance with the proposed timeline; c. Additional information that we may request from management for the purpose of the audit; and d. Unrestricted access to persons within the City from whom we determine it necessary to obtain audit evidence. The City's Annual Report will contain an introductory and statistical sections which will be issued with the Annual Report. These documents will be provided to RSM prior to the issuance of the documents and prior to the issuance of the auditor's report. In connection with our audit of the financial statements, our responsibility is to read the other information included in the Annual Report and consider whether a material inconsistency exists between the other information and the financial statements, or the other information otherwise appears to be materially misstated. If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report. DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 Erica Paschal, Finance Director City of Miami, Florida September 9, 2022 Page 5 As part of our audit process, we will request from management written confirmation concerning representations made to us in connection with the audit, including among other items: 1. That management has fulfilled its responsibilities as set out in the terms of this Arrangement Letter; and 2. That it believes the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. Because the audit will be performed in accordance with the Federal and State Single Audit Acts and the Uniform Guidance, management is responsible for (a) identifying all federal and state awards received and expended; (b) preparing and the fair presentation of the schedule of expenditures of federal awards and state financial assistance (including notes and noncash assistance received) in accordance with Uniform Guidance requirements; (c) internal control over compliance; (d) compliance with federal and state statutes, regulations, and the terms and conditions of federal and state awards; (e) making us aware of significant vendor relationships where the vendor is responsible for program compliance; (f) following up and taking corrective action on audit findings, including the preparation of a summary schedule of prior audit findings and a corrective action plan; (g) timely and accurate completion of the data collection form and (h) submitting the reporting package and data collection form. Reporting We will issue a written report upon completion of our audit of the City's financial statements. Our report will be addressed to the Mayor and Members of the City Commission. Circumstances may arise in which our report may differ from its expected form and content based on the results of our audit. Depending on the nature of these circumstances, it may be necessary for us to modify our opinion, or add an emphasis- of -matter paragraph or other -matter paragraph to our auditor's report. If circumstances arise relating to the condition of the City's records, the availability of appropriate audit evidence or indications of a significant risk of material misstatement of the financial statements because of error, fraudulent financial reporting or misappropriation of assets which, in our professional judgment, prevent us from completing the audit or forming an opinion, we retain the unilateral right to take any course of action permitted by professional standards, including, but not limited to, declining to express an opinion or issue a report, or withdrawing from the engagement. In addition to our report on the City's financial statements, we will also issue the following reports: 1. A report on the fairness of the presentation of the City's schedule of expenditures of federal awards and state financial assistance for the year ending September 30, 2022; 2. Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with GAS; 3. Report on Compliance for Each Major Federal Program and State Project and Report on Internal Control Over Compliance Required by the Uniform Guidance and Chapter 10.550, Rules of the Florida Auditor General; 4. An accompanying schedule of findings and questioned costs; 5. Management Letter Required by Chapter 10.550, Rules of the Auditor General 6. Independent Accountant's Report on the Examination of the City's Compliance with Section 218.415, Florida Statutes DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 Erica Paschal, Finance Director City of Miami, Florida September 9, 2022 Page 6 Engagement Services We will examine the City's compliance with Section 218.415, Florida Statutes (Section 218.415 F.S) in accordance with attestation standards established by the AICPA. At the conclusion of our engagement, we will issue a written report of our examination of compliance with Section 218.415 F.S. Our report will be addressed to the Mayor and Members of the City Commission. We cannot guarantee that an unmodified opinion on compliance with Section 218.415 F.S. will be expressed. Circumstances may arise in which it is necessary for us to modify our opinion, or withdraw from the engagement. The attestation standards require that we perform our examination engagement only if we have reason to believe that the compliance with Section 218.415 F.S. is capable of consistent measurement or evaluation against criteria that are suitable and available to users. If circumstances arise relating to the condition of the City's records, the availability of appropriate evidence or indications of a significant risk of material misstatement of compliance with Section 218.415 F.S. because of error, fraudulent financial reporting or misappropriation of assets that, in our professional judgment, prevent us from completing the engagement or forming an opinion, we retain the unilateral right to take any course of action permitted by professional standards, including declining to express an opinion or issue a report, or withdrawing from the engagement. Because of the inherent limitations of an examination engagement, together with the inherent limitations of controls, an unavoidable risk exists that some material misstatements may not be detected, even though the examination is properly planned and performed in accordance with the attestation standards. The services that we will perform are not designed and cannot be relied upon to disclose errors, fraud or illegal acts, should any exist. However, we will inform the appropriate level of management and the Audit Committee of any material errors that come to our attention and any fraud or illegal acts that come to our attention, unless they are clearly inconsequential. Furthermore, the services were not designed to provide assurance on the effectiveness of internal control. However, we will communicate to management and the Audit Committee any deficiencies in internal control that become known to us during the course of the engagement. We will maintain our independence in accordance with the standards of the AICPA. Management's Responsibilities Management is responsible for: 1. Identifying applicable compliance requirements; 2. Selecting the Criteria for the purposes of evaluating compliance with Section 218.415 F.S.; 3. Determining that the stated or established Criteria is appropriate for the purposes of evaluating compliance with Section 218.415 F.S.; 4. Establishing and maintaining effective internal control over compliance with Section 218.415 F.S.; 5. Evaluating and monitoring the City's compliance with the Section 218.415 F.S. and providing us with a written assertion thereon; DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 Erica Paschal, Finance Director City of Miami, Florida September 9, 2022 Page 7 6. Specifying reports that satisfy legal, regulatory or contractual requirements; 7. Making all records and related information available to us; 8. Providing us with a written management representation letter confirming certain representations made during the course of the engagement; 9. The design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud affecting the entity involving management, employees who have significant roles in internal control, and others where the fraud could have a material effect on compliance with Section 218.415 F.S.; and 10. Informing us of its knowledge of any allegations of fraud or suspected fraud affecting the entity received in communications from employees, former employees, analysts, regulators, or others. Records and Assistance During the course of our engagement, we may accumulate records containing data that should be reflected in the City's books and records. The City will determine that all such data, if necessary, will be so reflected. Accordingly, the City will not expect us to maintain copies of such records in our possession. The assistance to be supplied by City personnel, including the preparation of schedules and analyses of accounts, has been discussed and coordinated with management. The timely and accurate completion of this work is an essential condition to our completion of the audit and issuance of our audit report. Nonaudit Services In connection with our audit, you have requested us to perform certain nonaudit services for GASB 87 lease implementation assistance. GAS independence standards require that the auditor maintain independence so that opinions, findings, conclusions, judgments and recommendations will be impartial and viewed as impartial by reasonable and informed third parties. Before we agree to provide a non -audit service to the City, we determine whether providing such a service would create a significant threat to our independence for GAS audit purposes, either by itself or in aggregate with other non -audit services provided. A critical component of our determination is consideration of management's ability to effectively oversee the non -audit services to be performed. The City agreed that Erica Paschal, Finance Director possesses suitable skill, knowledge or experience and that the individual understands all off the services noted above to be performed sufficiently to oversee them. Accordingly, the management of the City agrees to the following: 1. The City has designated Erica Paschal, Finance Director as a senior member of management who possesses suitable skill, knowledge and experience to oversee the services; 2. Erica Paschal, Finance Director will assume all management responsibilities for the subject matter and scope of the nonaudit services; 3. The City will evaluate the adequacy and results of the services performed; and 4. The City accepts responsibility for the results and ultimate use of the services. GAS further requires that we establish an understanding with the City's management or those charged with governance of the objectives of the non -audit services, the services to be performed, the City's acceptance of its responsibilities, the auditor's responsibilities and any limitations of the non -audit services. We believe this Arrangement Letter documents that understanding. DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 Erica Paschal, Finance Director City of Miami, Florida September 9, 2022 Page 8 Parties' Understandings Concerning Situation Around COVID-19 RSM and the City acknowledge that, at the time of the execution of this Arrangement Letter, federal, state and local governments, both domestic and foreign, have imposed certain restrictions on travel and/or the movement of their citizens due to the ongoing and evolving situation around COVID-19. In addition, like many organizations and companies in the United States and around the globe, RSM has restricted its employees from certain travel and onsite work, whether at a client facility or RSM facility, to protect the health of both RSM's and its clients' employees. Accordingly, to the extent that any of the services described in this Arrangement Letter requires or relies on RSM or City personnel to travel and/or perform work onsite, either at the City's or RSM's facilities, including, but not limited to, maintaining business operations and/or IT infrastructure, RSM and the City acknowledge and agree that the performance of such work may be delayed, significantly or indefinitely, and thus certain services described herein may need to be rescheduled and/or suspended at either RSM's or the City's sole discretion. RSM and the City agree to provide the other with prompt written notice (email will be sufficient) in the event any of the services described herein will need to be rescheduled and/or suspended. RSM and the City also acknowledge and agree that any delays or workarounds due to the situation surrounding COVID-19 may increase the cost of the services described herein. Costs also may increase if services provided include matters such as consideration of going concern, impairment analysis, debt forgiveness or lease concessions, not already considered within the stated fees. RSM will obtain the City's prior written approval (email will be sufficient) for any increase in the cost of RSM services that may result from the situation surrounding COVID-19. Other Relevant Information In accordance with GAS, a copy of our most recent peer review report is enclosed for your information. Fees and Costs Our fees for the services described above are $428,688 and are based upon the value of the services performed and the time required by the individuals assigned to the engagement and includes directly billed expenses, including report processing, travel, meals, and fees for services from other professionals, as well as a charge for all other expenses, including indirect administrative expenses such as technology, research and library databases, communications, photocopying, postage and clerical assistance. Our fee estimate and completion of our work are based upon the following criteria: 1. Anticipated cooperation from City personnel 2. Timely responses to our inquiries 3. Timely completion and delivery of client assistance requests 4. Timely communication of all significant accounting and financial reporting matters 5. The assumption that unexpected circumstances will not be encountered during the engagement If any of the aforementioned criteria are not met, then fees may increase. Interim billings will be submitted as work progresses and as expenses are incurred. Billings are due upon submission. You have informed us that you intend to prepare an annual comprehensive financial report (Annual Report) and submit it for evaluation by the Government Finance Officers Association's Certificate of Achievement for Excellence in Financial Reporting. Our association with the Annual Report is to consist of reviewing the report prepared by the City's personnel. DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 Erica Paschal, Finance Director City of Miami, Florida September 9, 2022 Page 9 Use of Third -Party Products We also may provide services to you using certain third -party hardware, software, software services, managed services (including, but not limited to, web hosting, data security, data back-up, email security, or similar services subject to direct end -user or subscription agreements), applications, and equipment (collectively, "Third -Party Products"). You acknowledge that your or our use of a Third -Party Product may involve the processing, input, disclosure, movement, transfer, and storage of information provided by you to us, including Confidential Information, within the Third -Party Product's infrastructure and not ours. You further acknowledge that the terms of use and service, including, but not limited to, applicable laws, set forth in the end -user license, end -user subscription agreement, or other end -user agreement for such Third -Party Product (collectively, "EULA(s)") will govern all obligations of such licensor relating to data privacy, storage, recovery, security, and processing within such Third -Party Product's infrastructure, as well as, the service levels associated with such Third -Party Product. You hereby consent to the disclosure of your information, including your Confidential Information, to the licensors of such Third -Party Products for the purpose described herein. To the extent RSM gives the City access to a Third -Party Product in connection with the services contemplated herein, the City agrees to comply with the terms of any applicable EULA for such Third - Party Product, and the City shall be solely responsible for the improper use of a Third -Party Product or a violation of the applicable EULA for such Third -Party Product, by the City, or any user to whom the City grants access to such Third -Party Product. You acknowledge that your or our use of Third -Party Products may be subject to limitations, delays, interruptions, errors, and other problems which are beyond our control, including, without limitation, internet outage or lack of availability related to updates, upgrades, patches, fixes, maintenance, or other issues. We will not be liable for any delays, delivery failures, or other losses or damages resulting from such issues. Nor will we be held responsible or liable for any loss, or unauthorized use or disclosure, of any information or data provided by you, including, without limitation, Confidential Information provided by you, resulting from your or our use of a Third -Party Product . Confidentiality Subject to any applicable Florida Statutes and Florida Public Records Laws as set forth in Section 119.0701 (collectively, "Florida Public Records Laws"), RSM and the City may, from time to time, disclose Confidential Information (as defined below) to one another. Accordingly, RSM and the City agree as the recipient of such Confidential Information (the "Receiving Party") to keep strictly confidential all Confidential Information provided to it by the disclosing party (the "Disclosing Party") and use, modify, store, and copy such Confidential Information only as necessary to perform its obligations and exercise its rights under this Arrangement Letter. Except as otherwise set forth herein, the Receiving Party may only disclose the Confidential Information of the Disclosing Party to its personnel, agents, and representatives who are subject to obligations of confidentiality at least as restrictive as those set forth herein and only for the purpose of exercising its rights and fulfilling its obligations hereunder. To avoid any doubt, RSM is permitted to disclose the City's Confidential Information to RSM's personnel, agents, and representatives to provide the services or exercise its rights under this Arrangement Letter or for the purpose of maintaining compliance with applicable laws and professional, regulatory, and/or ethical standards. As used herein, "Confidential Information" means, information in any form, oral, graphic, written, electronic, machine-readable or hard copy consisting of: (i) any nonpublic information provided by the Disclosing Party, including, but not limited to, all of its inventions, designs, data, source and object code, programs, program interfaces, know-how, trade secrets, techniques, ideas, discoveries, DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 Erica Paschal, Finance Director City of Miami, Florida September 9, 2022 Page 10 marketing and business plans, pricing, profit margins and/or similar information; (ii) any information that the Disclosing Party identifies as confidential; or (iii) any information that, by its very nature, a person in the same or similar circumstances would understand should be treated as confidential, including, but not limited to, this Arrangement Letter. As used herein, the term "Confidential Information" will not include information that: (i) is publicly available at the time of disclosure by the Disclosing Party; (ii) becomes publicly available by publication or otherwise after disclosure by the Disclosing Party, other than by breach of the confidentiality obligations set forth herein by the Receiving Party; (iii) was lawfully in the Receiving Party's possession, without restriction as to confidentiality or use, at the time of disclosure by the Disclosing Party; (iv) is provided to the Receiving Party without restriction as to confidentiality or use by a third party without violation of any obligation to the Disclosing Party; (v) is independently developed by employees or agents of the Receiving Party who did not access or use the Confidential Information; or (vi) is subject to disclosure by the City pursuant to Florida Public Records Laws. The Receiving Party will treat the Disclosing Party's Confidential Information with the same degree of care as the Receiving Party treats its own confidential and proprietary information, but in no event will such standard of care be less than a reasonable standard of care. The Receiving Party will promptly notify the Disclosing Party if it becomes aware that any of the Confidential Information of the Disclosing Party has been used or disclosed in violation of this Arrangement Letter. Notwithstanding the foregoing, in the event that the Receiving Party becomes legally compelled to disclose any of the Confidential Information of the Disclosing Party, or as may be required by applicable regulations or professional standards, the Receiving Party will use commercially reasonable efforts to provide the Disclosing Party with notice prior to disclosure, to the extent permitted by law. Data Protection Compliance Any data provided or made accessible to RSM pursuant to this Arrangement Letter that may be subject to heightened protections under applicable data protection laws shall be so provided or made accessible in accordance with all such applicable laws. Retention of Records We will return to you all original records you provide to us in connection with this engagement. Further, in addition to providing you with those deliverables set forth in this Arrangement Letter, we will provide to you a copy of any records we prepare or accumulate in connection with such deliverables which are not otherwise reflected in your books and records without which your books and records would be incomplete. You have the sole responsibility for retaining and maintaining in your possession or custody all of your financial and nonfinancial records related to this engagement. We will not host, and will not accept responsibility to host, any of your records. We, however, may maintain a copy of any records of yours necessary for us to comply with applicable law and/or professional standards or to exercise our rights under this Arrangement Letter. Any such records retained by us will be subject to the confidentiality obligations set forth herein and destroyed in accordance with our record retention policies. Miscellaneous You have informed us that you may issue public debt in the future and that you may include our report on your financial statements in the offering statement. You have further informed us that you do not intend for us to be associated with the proposed offering. DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 Erica Paschal, Finance Director City of Miami, Florida September 9, 2022 Page 11 We agree that our association with any proposed offering is not necessary, providing the City agrees to clearly indicate that we are not associated with the contents of any such official statement or memorandum. The City agrees that the following disclosure will be prominently displayed in any such official statement or memorandum: RSM US LLP, our independent auditor, has not been engaged to perform, and has not performed, since the date of its report included herein, any procedures on the financial statements addressed in that report. RSM US LLP also has not performed any procedures relating to this official statement. Acknowledgement and Acceptance Each party acknowledges that it has read and agrees to all of the terms and conditions contained herein. Each party and its signatory below represents that said signatory is a duly authorized representative of such party and has the requisite power and authority to bind such party to the undertakings and obligations contained herein. DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 Erica Paschal, Finance Director City of Miami. Florida September 9. 2022 Page 12 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 ATTEST: DocuSignetl by: o&&P't°°Flignnon, City Clerk ATTEST: eurt 7h Print Name: Carol Morgan Bliss Title: Notary P jb is — State of Flnriri� ,„ off... (Corporate Ssq} "City" DocuSigne6il'it�Y:OF MIAMI, a municipal corporation CAROL MORGAN BLISO MY COMMISSION B HH 264274 EXPIRES: July 24: 2023 APPROVED AS TO LEGAL FORM AND CORRECTNESS DS FPI/ Victoria Mendez (Matter 22 —2 331) City Attorney By �Decusignetl by: vf"r Nnuy` Arthur Noriega V. City Manager "Contractor" RSM US LLP, a foreign limited liability partnership qualified to do business in the state of Florida By: ^iTr..4rt_ Print Name: Bob Feldmann Title: Partner (Authorized Corporate Officer) APPROVED AS TO INSURANCE REQUIREMENTS: ,---DocuSignetl by: Fralni< lan c y Ann-Var e '§harpe Risk Management Director DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 Erica Paschal, Finance Director City of Miami, Florida September 9, 2022 Page 13 BKD CPAs & Advisors 910 E. St. Louis Street. Suite 2001 P.O. Box 1190 I Springfield, MO 65801-1190 417.865.8701 I Fax 417.865.0682 I bkd.com Report on the Firm's System of Quality Control To thc Partners of RSM US LLP and the National Peer Review Committee We have reviewed the system of quality control for the accounting and auditing practice of RSM US LLP (the firm) applicable to engagements not subject to PCAOB permanent inspection in effect for the year ended April 30, 2019. Our peer review was conducted in accordance with the Standards for Performing and Reporting on Peer Reviews established by the Peer Review Board of the American Institute of Certified Public Accountants (Standards). A summary of the nature, objectives, scope, limitations of, and the procedures performed in a System Review as described in the Standards may be found at www.aicpa.org/prsummary. The summary also includes an explanation of how engagements identified as not performed or reported in conformity with applicable professional standards, if any, arc evaluated by a peer reviewer to determine a pccr review rating. Firm's Responsibility The firm is responsible for designing a system of quality control and complying with it to provide the firm with reasonable assurancc of performing and reporting in conformity with applicable professional standards in all material respects. The firm is also responsible for evaluating actions to promptly rcmediatc engagements deemed as not performed or reported in conformity with professional standards, when appropriate, and for remediating weaknesses in its system of quality control, if any. Peer Reviewer's Responsibility Our responsibility is to express an opinion on the design of the system of quality control and thc finn's compliance therewith based on our review. Required Selections and Considerations Engagements selected for review included engagements performed under Government Auditing Standards, including compliance audits under the Single Audit Act; audits of employee benefit plans, audits performed under FDICIA, audits of broker -dealers and examinations of service organizations [SOC 1 and SOC 2 engagements]. As a part of our peer review, we considered reviews by regulatory entities as communicated by the firm, if applicable, in determining the nature and extent of our procedures. Opinion In our opinion, the system of quality control for the accounting and auditing practice of RSM US LLP applicable to engagements not subject to PCAOB permanent inspection in effect for the year ended April 30, 2019, has been suitably designed and complied with to provide thc firm with reasonable assurancc of performing and reporting in conformity with applicable professional standards in all material respects. Firms can receive a rating of pass, pass with deficiency(ies) or fail. RSM US LLP has received a peer review rating of pass. BKD, LLP December 5, 2019 Praxity MfMB(N iOdbe4LN.11IN cE �iN 41! DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 ® " o CERTIFICATE OF LIABILITY INSURANCE I DAT E(MMIDDNYYY) D9NSI2D22 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS 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 policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Central, Inc. AOn R-ISk SOffice Chicago ILL ofOffl ce Ce 200 East Randol ph Chi Cago IL 60601 USA CONTACT NAME: PHONE (312) 381-1000 FAx (312) 381-7007 (AIC- No. Ert): INC. No,): E-MAIL ADDRESS: INSURERS) AFFORDING COVERAGE NAIC # INSURED RSM US LLP 331 w. 3rd St., Suite 200 Davenport, IA 52801 USA INSURERA: The Continental Insurance Company 35289 INSURERS: National Fire Ins. Co. of Hartford 20478 INSURER C: American Casualty Co. of Reading PA 20427 INSURER D: Columbia Casualty Company 31127 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570095300015 REVISION NUMBER: THIS INDICATED. CERTIFICATE EXCLUSIONSAND TOW LIR E— IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limi s shown are as requested TYPE OF INSURANCE '7,17 INSD 'r,r WVD POLICY NUMBER oweOLICT r:rr i1mwooIY Y.YY .,,., ..... �,,.. I1MM.11-5 Y1 LIMITS X COMMERCIAL GENERAL ^���11 1 CLAIMS -MADE LIABILITY X OCCUR 6079451.580 General Li abi 1 i ty 11730/2021 T1730/20[C EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) S1,000,000 MED EXP (Any one person) $15 , 000 PERSONAL 8 ADV INJURY S1,000,000 GEN'LAGGREGArE LIMIT APPLIES POLICY ❑�E0. OTHER: PER: X LOC GENERAL AGGREGATE 82,000,000 PRODUCTS-COMP/OPAGG 82,000,000 B AUTOMOBILE X X LIABILITY ANY AUTO OWNED x SCHEOULED AUTOS NON -OWNED 6079431377 AUtO 11/30/2021 11/30/2022 COMBINED SINGLE LIMIT (Es accident) $1,000,000 BODILY INJURY ( Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE ye( accident) A X UMBRELLALIAB EXCESS LIAR X OCCUR CLAIMS -MADE 7017908848 Umbrella 11/30/2021 11/30/2022 EACH OCCURRENCE 85,000,000 AGGREGATE 85,000,000 DED I (RETENTION C C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? I N (Mandatory In NH) II yes, describe under DESCRIPTION OF OPERATIONS below NIA wC679962594 Workers Compensation -AOS WC679963180 Workers Compensation - CA 11/30/2021 11/30/202111/30/2022 11/30/2022 x JPERSTATUTEi Tom - ER E.L EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 E.L. DISEASE -POLICY LIMIT S1,000,000 D DESCRIPTION OF OPERATIONS 1 LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached it more space is required) Miami c/o Purchasing Department is added as Additional Insured as respects the General Liability and Automobile Liability as required per written contract. umbrella is a follow form. 30-day notice of cancellation except 10 days for non-payment. General Liability is primary and non-contributory to other insurance available to the certificate holder, but only to the extent required by written contract with the insured. A waiver of subrogation in favor of Additional Insured as respect the General Liability, Auto Liability and workers compensation pursuant to a written contract. city of Miami additional insured as respects both General Liability and Auto Liability. Primary and non-contributory language included for General Liability and Auto Liability. CERTIFICATE HOLDER CANCELLATION City of Miami c/o Purchasing Department 444 Sw 2nd Avenue, 6th Floor Miami FL 33130 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICYPROVISIONS. AUTHORIZED REPRESENTATIVE A R 2r _� E ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Holder Identifier : Certificate No ; 570095300015 DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 ACO CERTIFICATE OF LIABILITY INSURANCE IDATE (MM/DDIYYYY) 09115/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS 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 policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements). PRODUCER `Marsh USA, Inc. 2405 Grand Boulevard, #900 Kansas City, MO 64108 CN102198251-Cyber-21-22 INSURED RSM US LLP 331 W 3rd St Suite 200 Davenport, IA 52801 CONTACT NAME: PHONE J FAX C N—Ertl: IA/C. No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE INSURER A : Columbia Casualty Company INSURER B : NAIC 0 31127 INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: CHI-010137375-01 REVISION NUMBER: 3 THIS INDICATED. CERTIFICATE EXCLUSIONS INSR LTR IS TO CERTIFY THAT THE POLICIES OF INSURANCE NOTWITHSTANDING ANY REQUIREMENT, MAY BE ISSUED OR MAY PERTAIN, AND CONDITIONS OF SUCH POLICIES_ SUBR WVD LISTED BELOW HAVE BEEN ISSUED TO TERM OR CONDITION OF ANY CONTRACT THE INSURANCE AFFORDED BY THE POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY THE INSURED OR OTHER DOCUMENT DESCRIBED PAID CLAIMS. POLICY EXP (MMIDDIYYYY) NAMED ABOVE FOR THE POLICY PERIOD WITH RESPECT TO WHICH THIS HEREIN IS SUBJECT TO ALL THE TERMS, TYPE OF INSURANCE ADDL INSD POLICY NUMBER POLICY EFF (MM!OOIYYYYI UMITS COMMERCIAL GENERAL LIABILITY —1 OCCUR EACH OCCURRENCE $ CLAIMS -MADE I DAMAGE 1-75-REED PREMISES (Ea occccuurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT POLICY I '28--- OTHER- APPLIES PER: LOC GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO OWNED I i SCHEDULED AUTOS NON -OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accidenD $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETORIPARTNERIEXECUTIVE OFFICER/MEMBER EXCLUDED? N (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A PER I OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE- EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Cyber 596402096 11/30/2021 11/30/2022 Limit 3,000,000 DESCRIPTION OF OPERATIONS /LOCATIONS f VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION City of Miami do Purchasing Department 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Viy..U..5.71 �r reirVZ44 �J 47GIC. ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 7EF5ACAF-C8EE-44AB-B668-1CF9FF134901 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 07/01 /2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS 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 policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the pol cy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services Northeast, Inc. One Liberty Plaza, 165 Broadway, Suite 3201 New York, N.Y. 10006 CONTACT NAME: PHONE (NC. No. Ex"):312-381-1000 FAX (A/C. No) 312-381-7007 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURED RSM US LLP 331 West Third Street, Suite 200 Davenport, IA 52801 INSURER A: Swiss Re International SE INSURERB: INSURERC: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENLAGGREGATE LIMIT APPLIES PER: POLICY PROJECT LOC OTHER: GENERAL AGGREGATE PRODUCTS - COMP/OPAGG AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON -OWNED COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB DED OCCUR CLAIMS -MADE RETENTION EACH OCCURRENCE AGGREGATE WORKERS COMPENSATION AND EMPLOYERS' ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OPERATIONS below LIABILITY Y / N N / A PER STATUTE OTHER E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE OF E.L. DISEASE -POLICY LIMIT A Miscellaneous Professional Liability Insurance P20897.01-03 01-Jul-22 01-Jul-23 Not less than US $5,000,000 any one claim and in the aggregate. DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES ACORD 101, Additional Remarks Schedule, may be attached if more space is required) No retro date, full prior acts coverage CERTIFICATE HOLDER CANCELLATION City of Miami c/o Purchasing Department Y g p RFP#$439312 - External Audit Services 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Ate Rid Seiwieedilottkeat, lee. ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Olivera, Rosemary From: Gandarilla, Aimee Sent: Monday, September 26, 2022 10:29 AM To: Hannon, Todd Cc: Lee, Denise; Olivera, Rosemary; Cabrera, Paola Subject: matter 22-2331 External Auditing Services RSM US LLP RFP 1496386 PSA and Arrangement Letter Attachments: External Auditing Services RSM US LLP RFP 1496386 PSA and Arrangement Letter.pdf Good morning Todd, Please find attached the fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Thank you, Wince candavtitta Procurement Assistant City of Miami Department of Procurement 444 SW 2' Avenue, 6th floor, Miami, FL 33130 P (305) 416-1906 F(305) 400-5338 aciandarilla@miamigov.com https://miamigov.com/Govern ment/Departments-Organizations/Procurement "Serving, Enhancing, and Transforming our Community" If you're not already a Vendor, click on or scan the QR Code to register as a new Vendor for the City of Miami. 1