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Home My Public Portal About2004-01 Agreement with Randolph G White, PA for Financial ServicesRESOLUTION NO. 2004-1 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA; AUTHORIZING THE VILLAGE MANAGER TO EXECUTE THE ATTACHED AGREEMENT WITH THE FIRM OF RANDOLPH G. WHITE, P.A. FOR FINANCIAL SERVICES; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village of Key Biscayne ( the "Village") desires to employ the services of the firm of Randolph G. White, P.A. (the "Consultant) for the purpose of providing non-exclusive financial and accounting advisory services for the Village during the contract period Services; and WHEREAS, the Consultant desires to assist the Village with such matters. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA AS FOLLOWS: Section 1. That the Village Manager is hereby authorized to execute the attached agreement, on behalf of the Village, with Randolph G. White, P.A. for Financial Services. Section 2. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 13th day of January , 2004. 449 (ete„cfrt L: MAYOR ROBERT OLDAKOWSKI CONCHITA H. ALVAREZ, CMC, VILLAGE CLERK APPROVED AS TO F • ' AND LEGAL SUFFICIENCY. VILLAGE A TO AGREEMENT BETWEEN THE VILLAGE OF KEY BISCAYNE, FLORIDA AND THE FIRM OF RANDOLPH G. WHITE, P.A. FOR FINANCIAL SERVICES THIS AGREEMENT, made and entered into on this January 8, 2004, by and between The Village of Key Biscayne, and the firm of Randolph G. White, P.A. hereinafter referred to as "CONSULTANT", whose address is 371 N.W. 45th Avenue, Deerfield Beach, Florida 33442. WITNESSETH: WHEREAS, The Village of Key Biscayne desires to employ the services of the CONSULTANT for the purpose of providing non-exclusive financial advisory services for The Village of Key Biscayne, including but not limited to: • The design and implementation of an internal control system that provides for the processing and recording of accounting transactions • 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 • All functions normally associated with the operation and direction of a municipal finance department. WHEREAS, the CONSULTANT desires to provide such services to The Village of Key Biscayne. NOW, THEREFORE, in consideration of the mutual covenants and agreements expressed herein the parties agree as follows: 1. The Village of Key Biscayne hereby engages the CONSULTANT to perform the services described above for the fee of $ 100,000 annually. The annual fee shall be payable in equal monthly installments on the 1St of each month. The initial annual fee shall be prorated to the amount of $ 73,120.00 for the partial fiscal year of January 8, 2004 to September 30, 2004. The Village of Key Biscayne shall consider fee adjustments each twelve (12) month period to compensate for market conditions and anticipated type of work to be performed during the next twelve (12) month period. The Village of Key Biscayne in its adopted or amended Fiscal Year Budget will approve such evidence of fee adjustments. 2. The Village of Key Biscayne 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 of Key Biscayne 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, and courier and computer services. 3. Subject to the provisions for termination as set forth below, the term of this agreement shall begin on January 8, 2004. The agreement may be terminated as follows: a. Upon notice by The Village of Key Biscayne for "good cause", which shall include misfeasance, malfeasance, nonfeasance or dereliction of duties by CONSULTANT, unless Paragraph "C" of this section applies. b. By either party immediately upon dissolution or court -declared invalidity of the CONSULTANT or The Village of Key Biscayne; or c. By either party, at its discretion, upon 30 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 of Key Biscayne in its possession in an orderly fashion to The Village of Key Biscayne or its designee and The Village of Key Biscayne shall pay CONSULTANT for all services properly rendered prior to termination. d. By The Village of Key Biscayne upon five days notice if Randolph G. White leaves or sells consulting firm. 4. The CONSULTANT shall devote such time as is necessary to complete the duties and responsibilities assigned to the CONSULTANT under this Agreement. Randolph G. White shall supervise the performance of all work 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 date 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 of Key Biscayne 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 of Key Biscayne as to whether the association, interest or circumstance would, in the opinion of The Village of Key Biscayne, constitute a conflict of interest if entered into by the CONSULTANT. The Village of Key Biscayne 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 of Key Biscayne, the prospective business association, interest or circumstance would not constitute a conflict of interest by the CONSULTANT, The Village of Key Biscayne 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 of Key Biscayne by the CONSULTANT under the terms of this Contract. 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. 9. The CONSULTANT warrants and represents that all of its employees are treated equally during employment without regard to race, color, physical handicap, religion, gender, sexual orientation, age or national origin. 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 that CONSULTANT possesses all necessary certificates, licenses and permits. 11. 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 required in this Agreement shall be sent by certified mail, return receipt requested, and if sent to the CONSULTANT shall be mailed to: Randolph G. White, P.A. 371 N.W. 45th Avenue Deerfield Beach, Florida 33442 (954) 698-0279 If sent to The Village of Key Biscayne shall be mailed to: With a copy to: The Village of Key Biscayne 88 West McIntyre Street Key Biscayne, Florida 33149 (305) 365-5500 Attention: Jacqueline R. Menendez, Village Manager Village Attorney, David Wolpin, Esquire 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. This Agreement shall be automatically renewable each Fiscal Year of The Village of Key Biscayne, unless otherwise terminated by either party. Negotiations shall be held prior to The Village of Key Biscayne's Fiscal Year end. The Village of Key Biscayne will consider fee adjustments each twelve (12) month period to compensate for market conditions and the anticipated type and amount of work to be performed during the next twelve (12) month period. The Village of Key Biscayne in its adopted Fiscal Year Budget will approve such evidence of fee adjustments. 15. CONSULTANT shall provide evidence of possession of liability insurance in an amount not to exceed one million dollars. 16. This Agreement shall not be assignable by The Village of Key Biscayne or the CONSULTANT. 17. All original work papers, reports and other documents that result from the provision of services hereunder shall be the property of The Village of Key Biscayne. The CONSULTANT may retain a copy of said documents. Upon termination of this Agreement, or upon request of The Village of Key Biscayne during the term of this Agreement any and all such documents shall be delivered to The Village of Key Biscayne by CONSULTANT. IN WITNESS WHEREOF, the Village Council of The Village of Key Biscayne has made and executed this Contract on behalf of The Village of Key Biscayne and the CONSULTANT and The Village of Key Biscayne have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. THE VI OF KEY BISCAYN , F A Attest • age Clerk Approved as to Legal Form and Village Attorney NIrr, 1 Allio Nc�Sill I. aTA ok9. Oaami Witness 414, QA -9/ ager RANDOLPH G. WHITE, P.A. Randol h G. White, President