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HomeMy Public PortalAbout19-9710 Emergency Agreement/w Trimerge Consulting GroupRESCINDED Sponsored by: City Manager RESOLUTION NO.19-9710 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, AUTHORIZING THE CITY MANAGER TO EXECUTE AN EMERGENCY AGREEMENT WITH TRIMERGE CONSULTING GROUP, P.A., FOR CERTIFIED PUBLIC ACCOUNTANT SERVICES, AND VARIOUS OTHER SERVICES AS SET FORTH IN EXHIBIT "A" HERETO; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Opa-Locka ("City") previously solicited quotes from the Miami -Dade County Management Consulting Services Pool to obtain Certified Public Accountant Services and on June 9, 2017, one company submitted a sealed quote in response to RFQ No.17-0609200; and WHEREAS, the City Commission authorized the negotiation of an Agreement with TriMerge Consultant Group, P.A. on June 14, 2017 via Resolution 17-9375; and WHEREAS, the Agreement between TriMerge Consultant Group, P.A. and City has expired and the parties desire to enter into a new agreement on an Emergency basis as set forth in the Agreement attached as Exhibit "A". WHEREAS, the City Commission finds that it is in the best interest of the City to approve the Agreement with TriMerge Consultant Group, P.A. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA: Section 1. RECITALS ADOPTED. The recitals to the preamble herein are incorporated by reference. Section 2. AUTHORIZATION The City Commission hereby authorizes the City Manager to execute the Agreement with TriMerge Consultant Group, P.A., in the form attached hereto as Exhibit "A". Section 3. SCRIVENER'S ERRORS. Sections of this Resolution may be renumbered or re -lettered and corrections of typographical errors which do not affect the intent may be authorized by the City Manager, or the City Manager's designee, without need of public meeting. Resolution No. 19-9710 Section 4. EFFECTIVE DATE. This Resolution shall take effect immediately upon adoption and is subject to the approval of the Governor or his designee. PASSED AND ADOPTED this 23rd day of October, 2019. Matthew A. Pigatt, Mayor A'1"1'EST: s <yk Joariha Flores, City Clerk APPROVED AS TO FORM AND Moved by: Commissioner Burke Seconded by: Vice Mayor Davis VOTE: 5-0 Commissioner Bass YES Commissioner Burke YES Commissioner Kelley YES Vice -Mayor Davis YES Mayor Pigatt YES AGREEMENT THIS IS AN AGREEMENT, dated the _ day of , 2019, between: CITY OF OPA-LOCKA, a Florida municipal corporation, hereinafter "CITY and TRIMERGE CONSULTING GROUP, P.A. a company, authorized to do business in the State of Florida, hereinafter "CONTRACTOR." WITNESSETH: In consideration of the mutual terms and conditions, promises, covenants, and payments hereinafter set forth, CITY and CONTRACTOR agree as follows: ARTICLE 1 PREAMBLE In order to establish the background, context and form of reference for this Contract and to generally express the objectives, and intentions, of the respective parties herein, the following statements, representations and explanations shall be accepted as predicates for the undertakings and commitments included within the provisions which follow and may be relied upon by the parties as essential elements of the mutual considerations upon which this Contract is based. 1.1 CITY is in immediate need of a contractor for financial services as set forth in this Agreement. 1.2 CITY desires to contract with a professional company with the knowledge and ability to perform the services sought. 1.3 CITY has worked with CONTRACTOR and the prior contract has expired. ARTICLE 2 SCOPE OF WORK 2.1 CONTRACTOR shall furnish all of the materials, tools, supplies, and labor necessary to perform all of the work described in Exhibit "A" ("Work"). 2.2 CONTRACTOR hereby represents to CITY, with full knowledge that CITY is relying upon these representations when entering into this Contract with CONTRACTOR, that CONTRACTOR has the professional expertise, experience and manpower to perform the services to be provided by CONTRACTOR pursuant to the terms of this Agreement. 2.4 CONTRACTOR assumes professional and technical responsibility for performance of its services to be provided hereunder in accordance with applicable recognized professional standards and relevant Florida Statutes. ARTICLE 3 COMMENCEMENT OF SERVICES 3.1 The CONTRACTOR shall commence Work upon the effective date stated and pursuant to the resolution approving same. ARTICLE 4 CONTRACT SUM 4.1 The CITY hereby agrees to pay CONTRACTOR for the faithful performance of this Contract as follows: CONTRACTOR shall bill invoices on a monthly basis and provide periodic invoices to the City based on the hours of work completed by personnel on a bi-weekly basis, during the course of the engagement upon the rate and terms as the Contractor's prior agreement of June 22, 2017 with the City of Opa-Locka. Services may be terminated for nonpayment. This engagement does not contemplate any services not specifically included in this letter in advance. 4.2 CONTRACTOR shall be solely responsible for and shall provide for the payment of workers compensation insurance coverage and premium, and all other insurance pursuant to Article 5 below, withholding taxes, FICA, pension and profit sharing contributions, retirement contributions, if any, all remunerations; all labor, contract compliance, and all other charges, fees, permits and expenses associated with the employment of such personnel provided by CONTRACTOR hereunder. CITY shall bear no responsibility for any such charge, fees, permits or expenses associated with the employment of such personnel by CONTRACTOR. 4.3 Payment to CONTRACTOR for all tasks and charges under this Contract shall be in accordance with the following conditions: A. Disbursements. There are no reimbursable expenses associated with this Contract unless otherwise approved in writing. B. Payment Schedule. Invoices received from CONTRACTOR pursuant to this Contract will be reviewed by the appropriate City Manager. C. Availability of Funds. CITY's performance and obligation to pay under this Agreement is contingent upon an annual appropriation for its purpose by the City Commission. 4.4 The making and acceptance of the final payment shall constitute a waiver of all claims by the CITY other than those arising from unsettled liens, or from unknown failure of the Work to comply with the requirements of the Exhibit C. It shall also constitute a waiver of all claims by the CONTRACTOR, except those previously made and still unsettled. ARTICLE 5 CONTRACTOR'S LIABILITY INSURANCE 5.1 The CONTRACTOR shall neither commence Work under this Contract until he has obtained all insurance required under this paragraph and such insurance has been approved by the CITY nor allow any Subcontractor to commence work on its subcontract until all similar such insurance required of the subcontractor has been obtained and approved. 5.2 Certificates of insurance, reflecting evidence of the required insurance, shall be filed with the City prior to the commencement of the Work. These Certificates shall contain a provision that coverage afforded under these policies will not be canceled until at least thirty days (30) prior written notice has been given to the CITY. Policies shall be issued by companies authorized to do business under the laws of the State of Florida. 5.3 Financial Ratings must be no less than "A" in the latest edition of "Bests Key Rating Guide", published by A.M. Best Guide. 5.4 The CONTRACTOR shall hold the CITY, its agents, and employees, harmless on account of claims for damages to persons or tangible property arising out of the negligent acts or omissions of Contractor or its Subcontractors in the performance of the Work and name the CITY as an additional insured under their Comprehensive General Liability insurance policy. 5.5 The CITY reserves the right to require any other insurance coverage it deems necessary depending upon the exposures. ARTICLE 6 CONTRACTOR'S INDEMNIFICATION 6.1 The CONTRACTOR agrees to release the CITY from and against any and all liability and responsibility in connection with the losses caused by CONTRACTOR'S negligent act or omissions. The CONTRACTOR further agrees not to sue or seek any money or damages from CITY in connection with losses caused by CONTRACTOR'S negligent act or omissions, except in the event that the City fails to pay to CONTRACTOR the fees and costs as provided for in Article 4 herein. 6.2 The CONTRACTOR agrees to indemnify and hold harmless the CITY, its trustees, elected and appointed officers, agents, servants and employees, from and against any and all claims, demands, or causes of action of whatsoever kind or nature, and the resulting losses, costs, expenses, reasonable attorneys' fees, liabilities, damages, orders, judgments, or decrees, sustained by the CITY or any third party arising out of, or by reason of, or resulting from the CONTRACTOR's negligent acts, errors, or omissions. 6.3 If a court of competent jurisdiction holds the City liable for certain tortuous acts of its agents, officers, or employees, such liability shall be limited to the extent and limit provided in 768.28, Florida Statutes. This provision shall not be construed as a waiver of any right or defense that the City may possess. The City specifically reserves all rights as against any and all claims that may be brought. ARTICLE 7 INDEPENDENT CONTRACTOR 7.1 This Contract does not create an employee/employer relationship between the parties. It is the intent of the parties that the CONTRACTOR is an independent contractor under this Contract and not the CITY's employee for all purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Workers Compensation Act, and the State unemployment insurance law. The CONTRACTOR shall retain sole and absolute discretion in the judgment of the manner and means of carrying out the CONTRACTOR's activities and responsibilities hereunder provided. This Contract shall not be construed as creating any joint employment relationship between the CONTRACTOR and the CITY and the CITY will not be liable for any obligation incurred by CONTRACTOR, including but not limited to unpaid minimum wages and/or overtime premiums. ARTICLE 8 CONTRACT BOND 8.1 The bond requirements for this Contract shall be as follows: ARTICLE 9 CHANGES TO SCOPE OF WORK AND ADDITIONAL WORK 9.1 CITY or CONTRACTOR may request changes that would increase, decrease or otherwise modify the Scope of Services/Basic Services to be provided under this Agreement as described in Exhibit A as long as such changes are in writing. ARTICLE 10 TERM AND TERMINATION 10.1 This Agreement shall commence upon the effective date and end on September 30, 2020. ARTICLE 11 MISCELLANEOUS 11.1 Legal Representation. It is acknowledged that each party to this Contract had the opportunity to be represented by counsel in the preparation of this Contract and, accordingly, the rule that a contract shall be interpreted strictly against the party preparing same shall not apply due to the joint contribution of both parties. 11.2 Assignments. This Contract, or any interest herein, shall not be assigned, transferred or otherwise encumbered, under any circumstances, by either without the prior written consent of CITY. For purposes of this Contract, any change of ownership of CONTRACTOR shall constitute an assignment which requires CITY approval. However, this Contract shall run to the CITY and its successors and assigns. 11.3 Records. CONTRACTOR shall keep books and records and require any and all subcontractors to keep books and records as may be necessary in order to record complete and correct entries as to personnel hours charged to this engagement, and any expenses for which CONTRACTOR expects to be reimbursed, if applicable. Such books and records will be available at all reasonable times for examination and audit by CITY and shall be kept for a period of three (3) years after the completion of all work to be performed pursuant to this Contract. Incomplete or incorrect entries in such books and records will be grounds for disallowance by CITY of any fees or expenses based upon such entries. 11.4 CITY is a public agency subject to Chapter 119, Florida Statutes. To the extent CONTRACTOR is acting on behalf of CITY pursuant to Section 119.0701, Florida Statutes, CONTRACTOR shall: a. Keep and maintain public records that ordinarily and necessarily would be required to be kept and maintained by CITY were CITY performing the services under this Contract; b. Provide the public with access to such public records on the same terms and conditions that the County would provide the records and at a cost that does not exceed that provided in Chapter 119, Florida Statutes, or as otherwise provided by law; c. Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and d. Meet all requirements for retaining public records and transfer to CITY, at no cost, all public records in possession of the CONTRACTOR upon termination of this Contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the CITY. 11.5 Ownership of Documents. Reports, surveys, plans, studies, financial records, and other data provided in connection with this Contract are and shall remain the property of City. 11.6 No Contingent Fees. CONTRACTOR warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONTRACTOR, to solicit or secure this Contract, and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONTRACTOR, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Contract. For the breach or violation of this provision, the CITY shall have the right to terminate the Contract without liability at its discretion, to deduct from the contract price, or otherwise recover the full amount of such fee, commission, percentage, gift or consideration. 11.7 Notice. Whenever any party desires to give notice unto any other party, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended and the remaining party, at the places last specified, and the places for giving of notice shall remain such until they shall have been changed by written notice in compliance with the provisions of this section. For the present, the CONTRACTOR and the CITY designate the following as the respective places for giving of notice: CITY: John Pate, City Manager 780 Fisherman Street Opa-Locka, FL 33054 Copy To: Burnadette Norris -Weeks, City Attorney Burnadette Norris -Weeks, P.A. 401 North Avenue of the Arts Fort Lauderdale, Florida 33311 CONTRACTOR: Geraldine Lazarre 39 NW 166th Street, Suite 1 Miami, FL 33169 Binding Authority. Each person signing this Contract on behalf of either party individually warrants that he or she has full legal power to execute this Contract on behalf of the party for whom he or she is signing, and to bind and obligate such party with respect to all provisions contained in this Contract. 11.8Exhibits. Each Exhibit referred to in this Contract forms an essential part of this Contract. The exhibits if not physically attached should be treated as part of this Contract and are incorporated herein by reference. 11.9Headings. Headings herein are for convenience of reference only and shall not be considered on any interpretation of this Contract. 11.10 Severability. If any provision of this Contract or application thereof to any person or situation shall, to any extent, be held invalid or unenforceable, the remainder of this Contract, and the application of such provisions to persons or situations other than those as to which it shall have been held invalid or unenforceable shall not be affected thereby, and shall continue in full force and effect, and be enforced to the fullest extent permitted by law. 11.11 Governing Law. This Contract shall be governed by the laws of the State of Florida with venue lying in Miami -Dade County, Florida. 11.12 Disputes. Any claim, objection, or dispute arising out of the terms of this Contract shall be litigated in the 11th Judicial Circuit Court in and for Maimi-Dade County. 11.13 Attorney's Fees. To the extent authorized by law, in the event that either party brings suit for enforcement of this Contract, the prevailing party shall be entitled to attorney's fees and court costs in addition to any other remedy afforded by law. 11.14 Extent of Contract. This Contract together with Contract Documents, attached as an Exhibit hereto, as amended herein above represents the entire and integrated agreement between the CITY and the CONTRACTOR and supersedes all prior negotiations, representations or agreements, either written or oral. The City Manager has authority to make minor and non -monetary changes to this Agreement as determined by the City Manager. 11.15 Waiver. Failure of the either party to insist upon strict performance of any provision or condition of this Contract, or to execute any right therein contained, shall not be construed as a waiver or relinquishment for the future of any such provision, condition, or right, but the same shall remain in full force and effect. IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first written above. Attest: Clerk Clerk City Attorney WITNESSES: ATTEST: CITY OF OPA-LOCKA MANAGER: John E. Pate CONTRACTOR BY: Geraldine Lazarre SECRETARY STATE OF FLORIDA ) )SS: COUNTY OF MIAMI-DADE COUNTY) BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared as , of a Florida corporation, and acknowledged executed the foregoing Contract as the proper official of , for the use and purposes mentioned in it and affixed the official seal of the corporation, and that the instrument is the act and deed of that corporation. IN WITNESS OF THE FOREGOING, I have set my hand and official seal at in the State and County aforesaid on this _ day of , 2019. NOTARY PUBLIC My Commission Expires: EXHIBIT "A" SCOPE OF WORK Assist and provide the following duties and provide recommendations to the City Manager on the following: • Coordinate, manages, and provide recommendations on the controls of the City's fiscal affairs including budget development, fmancial planning and financial reporting functions, including the supervision of the preparation of the annual budget for presentation to the City Commission • Supervises personnel responsible for coordinating, managing and controlling the budget, cost accounting services. Supervise, train and motivate Finance Department employees. • Evaluate employees within the Finance Department and make recommendations to the City Manager regarding hiring and firing. • Advises the City Manager and the City Commission concerning matters of finance, associated regulatory issues, and financial reporting requirements. • Coordinate and manage the accounting function, ensuring that the City derives maximum benefit through the judicious management of all funds (operating, debt service, capital improvement, special revenue, internal, enterprise fund and other). • Assist with coordinating and managing customer accounting functions related to the receipt of funding from various Departments. • Supervise the operations and activities of the accounting functions (i.e. cash, petty cash, payroll, accounts payable, accounts receivable, grant receivable, general ledger, fixed assets, long term liability and other etc.). • Assist in legislative and other governmental activities as may be required relative to receipt of necessary funding in support of City programs and services. • Participate as an active member of the City's bargaining team related to financial matters. • Provide knowledge of financial and business operations of the City, knowledge of computers and applications, knowledge of organization al and management theory and practice. • Provide ability to knowledge in problem -solving situations, analyze problem and recommendation and implement workable solutions. • Coordinate the auditing of the City's internal accounts and proper record keeping of the property inventory. • Review and analyze financial reports and online data as necessary to effectively administer the City's budgets. • Develop and present, as required, written/oral reports to include appropriate charges, graphs, and diagrams to illustrate financial status and budget information. • Monitor compliance with legal requirements related to the City's budget to include TRIM legislation. • Perform other duties as assigned commensurate with the skills and abilities of providing project and financial management of the Finance Department. • Provide outstanding customer service and use positive interpersonal communication skills. Interact tactfully, professional, and courteously with residents and other members of the public, in addition to City employees. • Ensure compliance with City rules and applicable federal laws and regulations. • Provide astute individual with strong project management capabilities. • Assist and cooperate with cases in litigation and pre -litigation stages. " Ability to exercise considerable initiative and sound judgment in a positive and constructive way; plan, organize and assign work of the Finance Department staff. " Assist with reading, analyzing and interpreting general business periodicals professional journals, technical procedures, or governmental regulations. " Assist with prepare the City's Annual Financial Report, preparing financial statements and schedules, notes and tables required for GAAP compliance, and coordinate its printing. " Develop internal controls and accounting policies and procedures that ensure compliance with GAAP; Assure compliance with laws, codes and regulations governing municipal accounting. " Review/approve general ledger transactions are complete prior to monthly and year end close. " Assist in the formulation and update of the Finance Department policies and procedures. " Provide technical assistance to staff involving fmancial reporting, payroll, accounts payable, fixed assets, special funds, and grants. " Assist in analyze out -of -balance conditions, financial reports, budget documents and related accounting papers, and identify causes or problems, recommend solutions and provide correction for account problems. " Work closely with the finance department to coordinate year end closing of accounts and make needed adjustments. " Assist the department with review of general ledger accounts in preparation of schedules, provide additional information, documentation and explanation to the financial auditor, and drafting the financial statements and notes for the annual FY2015 and FY2016 financial reports. " Assist with the compilation of financial and statistical information for various reports. " Assist with the preparation of monthly and quarterly reports for Federal, State and Local authorities. " Assist with maintaining current and up to date accounts payable records and prepare and evaluate policies, programs, and operations and assist with updating of policy and procedures. " Assist with analyzing expenditure and revenue accounts of all funds for accuracy and completeness. " Assist in prepare journal entries and makes needed month -end adjustments. " Assist in the preparation of annual reports to State on City's finances. " Assist in performing bank statement reconciliations and monthly general ledger accounts reconciliation. " Assist with forecasting and preparation of cash flow. " Assist with tracing fixed assets and updating SunGard Fixed Asset Module. " Assist with preparing various routine accounting schedules, and internal and external reports. " Assist with evaluating, updating and ensuring that the city's uniform accounting practices and procedures meet the requirements of Section 218.33 of the Florida Statutes. " Assist with providing accurate timely report of activity and routine status updates as required. " Assist the Finance Department with review of general ledger accounts in preparation of schedules; provide additional information, documentation and explanation to the financial auditor, and drafting the financial statements and notes for the annual FY2019 financial reports.