HomeMy Public PortalAbout2009-16 Approving agreement between VKB and Beatrice Galeano-Yera, P.A. concerning financial advisory and accounting servicesRESOLUTION NO. 2009-16
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, APPROVING
PROFESSIONAL SERVICES AGREEMENT BETWEEN THE
VILLAGE OF KEY BISCAYNE AND BEATRICE GALEANO-
YERA, P.A. CONCERNING FINANCIAL ADVISORY AND
ACCOUNTING SERVICES; PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the Village Council desires to obtain the professional services of Beatrice
Galeano-Yera, P.A. (the "Consultant") concerning the provision of financial advisory and accounting
services to the Village; and
WHEREAS, the Village Council finds that approval of the attached Professional Services
Agreement between Consultant and the Village is in the best interest of the Village.
NOW, THEREFORE, IT IS HEREBY RESOLVED BY THE VILLAGE COUNCIL
OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals Adopted. That each of the recitals stated above is hereby adopted
and confirmed.
Section 2. Agreement Approved. That certain Village of Key Biscayne Agreement for
Professional Services (the "Agreement"), in substantially the form attached hereto, is hereby
approved, and the Village Manager and Village Clerk are authorized, in their respective capacities,
to execute the Agreement on behalf of the Village, once approved by the Village Attorney as to form
and legal sufficiency.
Section 3. Implementation. That the Village Manager and Village Attorney are hereby
authorized to take any necessary action to implement the Agreement and this Resolution.
Section 4. Effective Date. That this Resolution shall be effective immediately upon
adoption hereof.
PASSED AND ADOPTED this 7th day of July, 2009.
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MAYOR ROBERT L. VERNON
CONCHITA H. ALVAREZ, CMC, VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIE
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VILLAGE A ORN
C:\OFFICEIWPWIN\RESO\2009\Reso Bea Galeano (04-09) (2).wp
VILLAGE OF KEY BISCAYNE
AGREEMENT
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT (this "Agreement") is made and entered into on this r day of July,
2009, by and between the Village of Key Biscayne ("Village") and the firm of Beatrice Galeano-Yera,
P.A. (the "Consultant"), whose address is 16839 SW 49th Court, Miramar, Florida 33027.
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RECITALS:
WHEREAS, the Village desires to employ the services of the Consultant for the purpose of
providing non-exclusive financial advisory and accounting services for Village, including but not
limited to:
• The reconciliation of subsidiary accounts and other detail account listing to that of the
general ledger
• The proper maintenance of the operating budget
• The preparation of monthly and annual financial reports for internal and external
presentation prepared according to GASB pronouncement #34
WHEREAS, the Consultant desires to assist the Village with such matters; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements expressed
herein the parties agree as follows:
1. The Village hereby engages the Consultant for the services described above for the
fee of $ 9,561.42 monthly. The monthly fee shall be due and payable on the 1st of each month with
appropriate prorations to be made for any partial months.
2. The Village agrees to compensate the Consultant in accordance with the fee stated.
The total and cumulative amount of this contract shall not exceed the amount of funds annually
budgeted for these services. In addition, the Village agrees to compensate the Consultant for
reimbursable expenses incurred during the course of performance of this contract, including, but not
limited to, reasonable out of pocket expenses for travel, express mail, computerized research, word
processing charges, long distance telephone, postage, photocopying, courier and computer services.
3. Subject to the provisions for termination as set forth below, the terra of this Agreement
shall be monthly and at the conclusion of each calendar month, the Agreement shall automatically
renew for an additional month unless terminated by the Village Manager upon thirty (30) days written
notice. The agreement may also be terminated in the following manner:
a. Immediately upon notice by the Village for "good cause", which shall include
misfeasance, malfeasance, nonfeasance or dereliction of duties by Consultant or
refusal by the Consultant to allow access by the Village Manager or his designee to
any records pertaining to work performed under this Agreement that are subject to the
provisions of Chapter 119, Florida Statutes; or
b. Upon dissolution or court -declared invalidity of the Consultant or the Village; or
c. By Consultant, upon sixty (60) days written notice provided; however, should this
Agreement be terminated, Consultant will take all reasonable and necessary actions to
transfer all the books and records of the Village in its possession in an orderly fashion
to the Village or its designee and the Village shall pay Consultant for all services
properly rendered prior to termination.
4 The Consultant shall devote such time as necessary to complete the duties and
responsibilities assigned to the Consultant under this Agreement.
5. The signature on this Agreement by the Consultant shall act as the execution of a
truth -in -negotiation certificate certifying that the wage rates and costs used to determine the
compensation provided for in the Agreement are accurate, complete and current as of the day of this
Agreement.
6. The Consultant represents that it presently has no interest and shall acquire no
interest, either direct or indirect, which would conflict in any manner with the performance of
services required hereunder, as provided for in the standard set forth in Section 112.311, Florida
Statutes. The Consultant further represents that no person having any interest shall be employed for
said performance.
7. The Consultant shall promptly notify the Village in writing by certified mail of all
potential conflicts of interest for any prospective business association, interest or other
circumstances, which may influence or appear to influence the Consultant's judgment or quality of
services being provided hereunder. Such written notification shall identify the prospective business
association, interest or circumstance, the nature of work that the Consultant may undertake and
request an opinion of the Village as to whether the association, interest or circumstance would, in the
opinion of the Village, constitute a conflict of interest if entered into by the Village agrees to notify
the Consultant of its opinion by certified mail within thirty (30) days of receipt of notification by the
Consultant. If, in the opinion of the Village, the prospective business association, interest or
circumstance would not constitute a conflict of interest by the Consultant, the Village shall so state
in its opinion and the association, interest, or circumstance shall not be deemed in conflict of interest
with respect to services provided to the 'Village by the Consultant under the terms of this Agreement.
This Agreement does not prohibit the Consultant from performing services for any other client,
public or private, and such assignment shall not constitute a conflict of interest under this
Agreement.
8. The Consultant warrants that it has not employed or retained any company or person,
other than a bona fide employee working solely for the Consultant to solicit or secure this
Agreement 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 the Consultant any fee, commission,
percentage, gift or any other consideration contingent upon or resulting from the award or making of
this Agreement.
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9. During the term of this Agreement, Consultant shall not discriminate against any of
its employees or applicants for employment because of their race, color, religion, sex, handicap, or
national origin, and to abide by all Federal and State laws regarding nondiscrimination
10. The Consultant hereby represents and warrants that it has and will continue to
conduct its business activities in a professional manner and that all services shall be performed by
skilled and competent personnel to the highest professional standards and the Consultant possesses
all necessary certificates, licenses and permits.
1 1. The laws of the State of Florida shall govern this Agreement. Any and all legal action
necessary to enforce the Agreement will be held in Miami -Dade County. Each party expressly
waives the right to a trial by jury.
12. All Notices in this Agreement shall be sent by certified mail, return receipt requested,
and if sent to the Consultant shall be mailed to:
Beatrice Galeano-Yera, P.A.
16839 S.W. 49th Court
Miramar, Florida 33027
(954) 205-2675
If sent to the Village shall be mailed to:
Genaro "Chip" Iglesias
Village Manager
Village of Key Biscayne
88 West McIntyre Street
Key Biscayne, FL 33149
With a copy to:
Stephen J. Helfman, Esq.
Village Attorney
Weiss Serota Helfman Pastoriza Cole & Boniske, P.L.
2525 Ponce de Leon Blvd., Suite 700
Coral Gables, Florida 33134
13. The foregoing terms and conditions constitute the entire Agreement between the
parties hereto and any representation not contained herein shall be null and void and of no force and
effect. Further this Agreement may be amended only in writing upon mutual written consent of the
parties hereto.
14. No amendments and/or modifications of this Agreement shall be valid unless in
writing and signed by each of the parties.
15. This agreement shall not be assignable by the Village. This Agreement shall not be
assignable by Consultant unless such assignment is first approved by the Village Manager. The
Village is relying upon the apparent qualifications and expertise of the Consultant.
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16. All original work papers, reports and other documents that result from the provision
of services hereunder shall be the property of the Village. The Consultant may retain a copy of said
documents. Upon termination of this Agreement, or upon request of the Village during the term of
this Agreement any and all such documents shall be delivered to the Village by Consultant.
17. The Consultant and its employees, volunteers and agents shall be and remain an
independent contractor and not an agent or employee of the Village with respect to all of the acts and
services performed by and under the terms of this Agreement. This Agreement shall not in any way
be construed to create a partnership, association or any other kind of joint undertaking, enterprise or
venture between the parties.
18. The Consultant warrants that it has not employed or retained any company or person,
other than a bona fide employee working solely for the Consultant, to solicit or secure this
Agreement, and that it has not paid or agreed to pay any person(s), company, corporation, individual
or firm, other than a bona fide employee working solely for the Consultant, any fee, commission,
percentage, gift, or any other consideration, contingent upon or resulting from the award or making
of this Agreement.
19. Consultant shall comply with Section 287.133, Florida Statutes (Public Entity Crimes
Statute), notification of which is hereby incorporated herein by reference, including execution of any
required affidavit.
20. This Agreement may be executed in several counterparts, each of which shall be
deemed an original and such counterparts shall constitute one and the same instrument.
[signatures appear on the next page]
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IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and
date first above written.
VILLAGE:
VILLAGE I KEY BIS A E
By:
Genaro
Atte
ip " Iglesias,
lage
oncrita Alvarez, Village Clerk
CONSULTANT:
BEATRICE GALEANO-iYERA. P.A.
By:
nager Name: Be
Title:
Approved as to Fo and Legal Sufficiency:
Village Atton ey
leano-Yera
ko
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