HomeMy Public PortalAboutResolution No. 24-043 - Agreement with Caballero, Fierman, Llerena, Garcia LLP for Audit Support ServicesSponsored By: Interim City Manager
RESOLUTION NO. 24-043
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-
LOCKA, FLORIDA, AUTHORIZING THE INTERIM CITY MANAGER
TO EXECUTE AN AGREEMENT WITH CABALLERO, FIERMAN,
LLERENA, GARCIA, LLP FOR INDEPENDENT CONSULTANT
AUDIT SUPPORT SERVICES TO PROVIDE THE CITY WITH AUDIT
PREPARATION SERVICES FOR THE FISCAL YEAR ENDING
SEPTEMBER 30, 2023 AND 2024; PROVIDING FOR ADOPTION OF
REPRESENTATIONS; PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Opa-Locka ("City") is in need of a firm to provide
accounting and internal auditing services; and
WHEREAS, the City is on track to submit its Fiscal Year 2021-2022 financial audit;
and
WHEREAS, on September 13, 2023, the City Commission approved Resolution 23-
137 authorizing the Interim City Manager to into an agreement with Caballero,
Fierman, Llerena, Garcia, LLP (CFLG) to provide accounting and internal auditing
services to review and provide reconciliations for major account balances, conduct
support functions to the City's external auditors and produce annual financial reports
for fiscal year ending September 30, 2022; and
WHEREAS, the firm has made significant strides in preparing the Fiscal Year 2021-
2022 audit report and is on track for submission. As a result, it is believed to be in the
best interest of the City to execute an additional agreement to continue the Independent
Consultant Support Services; and
WHEREAS, Caballero, Fierman, Llerena, Garcia, LLP (CFLG) has presented a
proposal to continue to render services and to deliver the Fiscal Year 2022-2023 and
Fiscal Year 2023-2024 Financial Statement and Audit Reports; and
WHEREAS, the term of the current agreement is set to expire on February 29, 2024,
and the additional services can commence on March 1, 2024; and
WHEREAS, the Interim City Manager recommends that the City contracts with
Caballero, Fierman, Llerena, Garcia, LLP to provide the City with Audit Preparation
Services for the fiscal year ending September 30, 2023 and 2024, but not to exceed Three
Hundred Thousand Dollars ($300,000.00) under any circumstances; and
WHEREAS, the Agreement shall be in effect for twenty-six (26) weeks to commence
immediately upon the City Commission's approval and the expiration of the current
agreement; and
Resolution No. 24-043
WHEREAS, Caballero, Fierman, Llerena, Garcia, LLP (CFLG) will remain
responsible for serving as an independent consultant to the City and shall undertake
responsibilities to review and provide reconciliations for major account balances,
conduct support functions to the City's external auditors and produce annual financial
reports for fiscal year ending September 30, 2023 and September 30, 2024; and
WHEREAS, the City Commission finds that finds that it is in the best interest of the
City to approve an Agreement with Caballero, Fierman, Llerena, Garcia, LLP, attached
hereto as Exhibit "A" and as provided herein.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF
THE CITY OF OPA- LOCKA, FLORIDA:
SECTION 1. The recitals to the preamble herein are incorporated by reference.
SECTION 2. The City Commission of the City of Opa-Locka, Florida hereby authorizes
the Interim City Manager to execute an Agreement with Caballero, Fierman, Llerena, Garcia,
LLP., as set forth in the Agreement attached hereto as Exhibit "A" and as provided herein, for
an amount not to exceed Three Hundred Thousand Dollars (S300,000.00).
SECTION 3. 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 following review by the City Attorney and without need of public
hearing, by filing a corrected copy of same with the City.
SECTION 4. This Resolution shall take effect upon adoption and is subject to the
approval of the Governor or Governor's Designee.
PASSED and ADOPTED this 18th day of March, 2
ATTEST:
oanna Flores, City Clerk
John H'' Taylor Jr., Mayor
2
Resolution No. 24-043
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
nadette PQorris-Weeks, P.A.
City Attorney
Moved by: Commissioner Williams
Seconded by: Vice Mayor Ervin
VOTE:
4-0
Commissioner Bass ABSENT
Commissioner Kelley YES
Commissioner Williams YES
Vice Mayor Ervin YES
Mayor Taylor YES
3
DocuSign Envelope ID: 6FA8DOB6-7F83-4E83-A9AF-99C8BEOBCD66
City of Opa-locka
Agenda Cover Memo
DocuSlflned b
Department Director:
Niema Gantt
Department Director
- OocuS$pLN0.4
G44.0Signature:
bi<14F65934E4942E...
City Manager:
Darvin Williams
CM Signature:
IY W ,„_L..--
Commission Meeting
Date:
2.28.2024
Item Type:
Resolution ;
Ordinance
Other .,
(EnterX in box)
X
FiscalIm Impact:
(EnterXin box)
Yes
No
Op nters X in boxance Reading:
(E
15L.Reading
2nd
Reading
Public Hearing
(EnterXin box)
Yes
No `-
Yes;:
No
X
Funding Source:
Account#:
(Enter Fund &
Dept)
Ex:
Advertising Requirement:
(EnterXin box)
Yes
;No
X
Contract/P.O.
Required:
(EnterXin box)
Yes
No `
RFP/RFQ/Bid#:
X:
Strategic Plan Related
(EnterXin box)
Yes,,.,.,.._
,..'No.;;
Strategic Plan Priority Area:
Enhance Organizational IN
Bus. & Economic Dev •
Public Safety IN
Quality of Education •
Qual. of Life & City Image NI
Communication I■
Strategic Plan
Obj./Strategy: (list the specific
objective/strategy this item will
address)
R
Sponsor Name
City Manager
Department:
City Manager
A resolution authorizing the Interim City Manager to execute an agreement extension with Caballero,
Fierman, Llerena and Garcia, LLP for Independent Consultant Support Services in delivering the FY23
and FY24 Financial Statement and Audit Report. This service shall be provided at an amount not to
exceed $300,000 per fiscal year issuance, for a term to begin immediately.
ummary'.;;;
The City has previously been deficient in submitting its financial audit reports. The City Commission approved
Resolution 23-137 authorizing the City Manager to into an agreement with Caballero, Fierman, Llerena, Garcia,
LLP (CFLG) to provide accounting and internal auditing services. The firm has made significant strides in
preparing the FY22 audit report and is on track for submission. As a result, it is believed to be in the best
interest of the City to carry out an agreement extension for the continuation of Independent Consultant
Support Services.
DocuSign Envelope ID: 6FA8D0B6-7FB3-4E83-A9AF-99C88E08CD66
Caballero, Fierman, Llerena, Garcia, LLP (CFLG) has presented a proposal to continue to render these services
and to deliver the FY23 and FY24 Financial Statement and Audit Report. The term of the current agreement
is set to expire on February 29th, 2024, and the additional services can commence on March l e, 2024.
The City of Opa-locka is on track to submit the FY22 . The City needs a firm to provide accounting and internal
auditing services.
The agreement shall be in effect for twenty-six (26) weeks to commence immediately upon the City
Commission's approval and the expiration of the current agreement. Caballero, Fierman, Llerena, Garcia, LLP
(CFLG) will remain responsible for serving as an independent consultant to the City and shall undertake
responsibilities to review and provide reconciliations for major account balances, conduct support functions
to the City's external auditors and produce annual financial reports for fiscal year ending September 30, 2023
and September 30,2024.
Financial Impact - Funding for the accounting and internal audit services of $300,000 has been
recommended to be split between the General Fund at 80%, $240,000, and the Water -Sewer Fund at 20%,
$60,000. Funding from the General Fund $240,000 will come from account 17-513312 Other Professional
Services with a budget of $533,000 and a balance of $356,507. Funding from the Water -Sewer Fund $60,000
will have to be addressed in Budget Amendment #3.
Proposed Action:
Staff will enter into an agreement extension with Caballero, Fierman, Llerena, Garcia, LLP at the
direction of the City Commission.
Attachment:
Caballero, Fierman, Llerena, Garcia, LLP- Engagement Letter
Caballero, Fierman, Llerena, Garcia, LLP- Proposal for Audit Preparation Services
Resolution 23-137
C
F
L
G
February 13, 2024
CABALLERO FIERMAN
LLERENA + GARCIA LLP
accountants 1 advisors
Honorable Mayor and Members of the City Commission
City of Opa-Locka
780 Fisherman Street
Opa-Locka, Florida 33054
Re: Engagement Letter with Caballero Fierman Llerena & Garcia, LLP ("We", "our" or "us")
We are pleased to confirm our understanding of the terms and objectives of our engagement to provide
consulting services to the City of Opa-Locka (the "City") relating to the Audit Preparation Services for the
fiscal years ending September 30, 2023 and 2024.
Scope, Objective, and Responsibilities
We will perform limited consulting procedures solely to provide the City with Audit Preparation Services
for the fiscal year ending September 30, 2023 and 2024. We will perform the procedures as described in
Appendix A.
Our procedures will be performed pursuant to the Standards for Consulting Services issued by the
American Institute of Certified Public Accountants. Because the procedures described in Appendix A do
not constitute an audit conducted in accordance with auditing standards generally accepted in the United
States of America, we will not express an opinion on any of the claims or items referred to above. Our
engagement cannot be relied upon to disclose errors, irregularities or illegal acts, including fraud or
defalcations that may exist. We will inform you of any material errors, irregularities or illegal acts that
come to our attention, unless they are clearly inconsequential.
Engagement Administration, Fees, and Other
Enrique Llerena, CPA is the engagement partner for the Audit Preparation Services specified in this letter.
His responsibilities include supervising CFLG's services performed as part of this agreement.
Our fee for these services for each fiscal year will be based on the proposed hourly rates included below
by level:
Title Discounted Rate Hours Total
Partner $ 350 205 $ 71,750
Manager 275 510 140,250
Supervisor 190
Senior 175 500 87,500
Staff 135
1,215 $ 299,500
Page 1 of 4
8950 SW 74th Court I Suite 1210 I Miami, FL 33156
T:305.662.7272 1 F: 305.662.42661 CFLGCPA.COM
Page 2 of 4
The fee estimate is based on anticipated cooperation from you and the assumption that unexpected
circumstances will not be encountered during the work performed. If significant additional time is
necessary, we will discuss it with you and arrive at a new fee estimate before we incur the additional
costs. Our invoices for these fees will be rendered weekly as work progresses and are payable on
presentation.
You may request that we perform additional services not addressed in this engagement letter. If this
occurs, we will communicate with you regarding the scope of the additional services and the estimated
fees. We also may issue a separate engagement letter covering the additional services. In the absence of
any other written communication from us documenting such additional services, our services will continue
to be governed by the terms of this engagement letter.
The parties to this engagement agree that any dispute that may arise regarding the meaning,
performance, or enforcement of this engagement will be submitted to mediation, either prior to the filing of
any legal action, or upon service of any lawsuit, upon written request of any party to the engagement. The
party requesting mediation shall select the mediation provider from the list of mediation training providers
approved by the Florida Supreme Court. The mediation shall be conducted in accordance with the
Commercial Mediation Rules of the American Arbitration Association or such other rules as may be
agreed upon by the parties. The results of this mediation shall not be binding upon either party. Costs of
any mediation proceeding shall be shared equally by both parties. The parties shall be responsible for
their own legal fees incurred during the mediation. The venue of the mediation shall be in Miami -Dade
County, Florida.
If mediation is unsuccessful, and/or if any legal proceedings are filed, by entering into this engagement,
the City and we each expressly agree and acknowledge that Circuit Court for the Eleventh Judicial Circuit
of Florida in and for Miami -Dade County, in Miami, Florida, and the United States District Court for the
Southern District of Florida, in Miami, Florida, shall each have exclusive and sole jurisdiction for any
action arising from, from relating to or in connection with this engagement letter, or any course of conduct,
course of dealing, statement or actions by us or the City and their respective employees, representatives,
or agents. You expressly acknowledge that you voluntarily submit to personal jurisdiction in the State of
Florida for any such legal action.
WE AND THE CITY EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION OR
LEGAL PROCEEDINGS BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS ENGAGEMENT LETTER OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER US OR THE CITY.
The provisions of the immediately preceding last two paragraphs of this engagement letter are each a
material inducement for us to accept this engagement in accordance with the provisions of this
engagement letter. The terms and provisions of this engagement letter, any course of conduct, course of
dealing and/or action on our part and/or by the City and our relationship with the City shall be governed
by the laws of the State of Florida. In any litigation brought either by us or the City, the prevailing party
shall be entitled to an award of its reasonable attorneys' fees and costs incurred, including through all
appeals.
It is hereby understood and agreed that this engagement is being undertaken solely for the benefit of the
City and that no other person or entity shall be authorized to enforce the terms of this engagement.
We acknowledge your right to terminate our services at any time, and you acknowledge our right to resign
at any time (including instances where in our judgment, our independence has been impaired or we can
no longer rely on the integrity of management), subject in either case to our right to payment for all direct
or indirect charges incurred through the date of termination or resignation or thereafter as circumstances
and this engagement agreement may require.
8950 SW 74th Court I Suite 1210 I Miami, FL 33156
T:305.662.7272 1 F: 305.662.4266 1 CFLGCPA.COM
Page 3 of 4
This engagement letter reflects the entire agreement between us relating to the services covered by this
letter. It replaces and supersedes any previous proposals, correspondence and understandings, whether
written or oral. If any portion of this agreement is held to be void, invalid or otherwise unenforceable, in
whole or in part, the remaining portions of this agreement shall remain in effect. The agreements of the
City and Caballero Fierman Llerena & Garcia, LLP contained in this engagement letter shall survive the
completion or termination of this engagement.
We appreciate the opportunity to be of service to you and believe this letter accurately summarizes the
significant terms of our engagement. If you have any questions, please let us know. If you agree with the
terms of our engagement as described in this letter, please sign and return it to us.
Very truly yours,
Enrique Llerena, CPA
Managing Partner
Caballero Fierman Llerena & Garcia, LLP
RESPONSE:
This letter correctly sets forth the understanding of the City.
Authorized signature:
Title:
Date:
8950 SW 74th Court I Suite 1210 I Miami, FL 33156
T: 305.662.7272 1 F: 305.662.42661 CFLGCPA.COM
Page 4 of 4
Appendix A
Audit Preparation Services to be performed for the fiscal years ending September 30, 2023 and 2024 will
consist of:
Level of Staffing — Senior —13 weeks
Scope of work: Completion of work papers including:
• Prepaids,
• Inventories workpaper
• Transfer in and Transfers out
• Customer Deposits
• Complete Government wide workpapers
• Complete footnotes
• Create AJE's as deemed necessary
• Run Trial Balances
• Draft Statements
• GASB 54 workpapers
• Assist with footnotes
• Additional procedures as deemed necessary subject to mutual agreement
• Assistance with the Florida AFR.
Level of Staffing — Manager — 13 weeks
Scope of work: Completion/review of work papers including:
• Review of govemment wide workpapers
• Complete complex calculations for Pensions
• Assist with completion for OPEB
• Review of staff work
• Complete RSI information
• Complete footnotes
• Assist with cashflows
• Draft MD&A and update as necessary
• Assist with audit questions and attend City and auditor progress meetings
• Additional procedures as deemed necessary subject to mutual agreement
We understand that the team will be working with the Finance Director, and their team. The completion of
the audit work papers and addressing all audit concerns would be the primary focus of this engagement.
The services will be utilized for assistance of the completion of the Financial Statements, single audit and
AFR reports.
8950 SW 74th Court I Suite 1210 I Miami, FL 33156
T:305.662.7272 1 F: 305.662.42661 CFLGCPA.COM
AGREEMENT
THIS IS AN AGREEMENT, dated the
day of , 2024, between:
CITY OF OPA-LOCKA, a Florida municipal corporation, hereinafter
"CITY",
and
CABALLERO, FIERMAN, LLERENA, GARCIA, LLP
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 professional accounting 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 in the past and CONTRACTOR has a proven
track record of success with CITY.
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 11A11 ("SCOPE OF WORK").
CONTRACTOR may hire sub -contractors who possess the skills and knowledge
necessary to service CITY pursuant to this Agreement.
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, including subcontractors, in accordance with
applicable recognized professional standards and relevant Florida Statutes.
ARTICLE 3
COMMENCEMENT OF SERVICES
3.1 The CONTRACTOR shall commence Work beginning on March 1, 2024, the effective
date.
ARTICLE 4
CONTRACT SUM
4.1 The CITY hereby agrees to pay CONTRACTOR for the faithful performance of this
Contract as follows:
The CITY will pay compensation to CONTRACTOR for the accounting support services
described herein for an amount not to exceed Three Hundred Thousand Dollars
($300,000.00).
This amount is based upon standard billing rates for team members assigned to this
engagement ranging from $135.00 to $350.00 per hour. It is anticipated that the level of
effort required for this engagement will be approximately 1,200 hours.
Resumes of key team members shall be provided to the City at the commencement of this
Agreement.
Travel reimbursement expenses will not apply to this agreement.
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 monthly basis, during
the course of the engagement upon the rate and terms set forth above. Invoices shall
include service for the work provided, which shall be hours of work completed by
personnel with description of services.
4.2 CONTRACTOR, and any subcontractors of 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 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.
D. Prompt Pay. Payment is due within 30 days and following approval by the State
Oversight representative.
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 A. 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 11A" 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.
6.4 If any dispute arises among the parties hereto, the parties agree to first try in good faith
to settle the dispute by mediation. The costs of any mediation proceeding shall be shared
equally by all parties.
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 There shall be no bond requirements for this Contract.
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 Work to be provided under this Agreement as described
in Exhibit A, as long as such changes are in writing and are approved by the City
Commission.
ARTICLE 10
TERM AND TERMINATION
10.1 This Agreement shall commence upon the effective date and end on September 11,
2024.
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.
e. IF CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO CONSULTANT'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 953-2800,
email: ifloresaOpalockafl.gov OR BY MAIL: City of Opa-Iocka — City
Clerk's Office, 780 Fisherman Street, Opa-Locka, FL 33054
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
CTIY.
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:
Copy To:
CONTRACTOR:
Copy To:
Darvin Williams, Interim City Manager
780 Fisherman Street
Opa-Locka, FL 33054
Bumadette Norris -Weeks, City Attorney
Bumadette Norris -Weeks, P.A.
401 North Avenue of the Arts
Fort Lauderdale, Florida 33311
Enrique Llarena, Managing Partner
8950 SW 74th Court
Ste 1210
Miami, FL 33156
Caballero Nestor
8950 SW 74th Court
Ste 1210
Miami, FL 33156
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.
11.8 Exhibits. 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.
11.9 Headings. 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 Miami -Dade County.
Prior to litigation, any dispute arising under this agreement (including but not limited
to the scope, nature and quality of services performed by Contractor, Contractor's fees
and other terms of the engagement) shall be submitted to mediation.
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.
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.
11.16 E -verify. In accordance with Florida Statutes §448.095, the Contractor, prior to
commencement of services or payment by the City, will provide to the City proof of
participation/ enrollment in the EVerify system of the Department of Homeland
Security. Evidence of participation/enrollment will be a printout of the Company's
"Company Profile" page from the Evefy system. Failure to be continually enrolled
and participating in the E -Verify program will be a breach of contract which will be
grounds for immediate termination of the contract by the City. The Consultant will
not hire any employee who has not been vetted through E -Verify. The Contractor
may not subcontract any work for the City to any subcontractor that has not provided
an affidavit stating that the subcontractor does not employ, contract with or
subcontract with an unauthorized alien.
IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day
and year first written above.
CITY OF OPA-LOCKA
INTERIM CITY MANAGER:
Darvin Williams, Interim City Manager
Attest:
City Clerk
City Attorney
CONTRACTOR:
CABALLERO, FIERMAN,
LLERENA, GARCIA, LLP
WITNESSES:
BY:.
Enrique Llarena, Managing Partner
8950 SW 74th Court
Ste 1210
Miami, FL 33156