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HomeMy Public PortalAbout15-9076 ENTER INTO AN AGREEMENT W/HCT CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS Sponsored by: City Manager RESOLUTION NO. 15-9076 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT WITH HCT CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS (HCT) FOR AUDIT SERVICES (EXHIBIT "A"); PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE WHEREAS, The City issued an RFP for Audit Services; and WHEREAS, The City Commission authorized the City Manager to negotiate an agreement with HCT Certified Public Accountants on September 29, 2015, and to bring back a final agreement on October 14, 2015. 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 hereby authorizes the City Manager to enter into an agreement with HCT Certified Public Accountants and Consultants for Audit Services for one (1) year in the amount of $60,000.00 under the terms and conditions outlined in the RFP. Section 3. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 14th day of October, 2015. Resolution No. 15-9076 RA(TAY R MAYOR Attest to: Approved as to form and legal sufficiency: Jianna Flores Vincent T. Brown, Esq. ty Clerk BROWN LAW GROUP, LLC City Attorney Moved by: COMMISSIONER SANTIAGO Seconded by: COMMISSIONER KELLEY Commission Vote: 4-0 Commissioner Kelley: YES Commissioner Pinder: OUT OF ROOM Commissioner Santiago: YES Vice-Mayor Holmes: YES Mayor Taylor: YES Resolution No. EXHIBIT A: FINAL AGREEMENT FOR AUDITING SERVICES BETWEEN THE CITY OF OPA-LOCKA AND HCT CERTIFIED PUBLIC AND ACCOUNTANTS AND CONSULTANTS AGREEMENT BETWEEN THE CITY OF OPA-LOCKA, FLORIDA AND HCT CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS, LLC FOR PROFESSIONAL AUDITING SERVICES This Agreement is entered into this day of , 2015 by and between the City of Opa-locka, Florida, a municipal corporation and political subdivision of the State of Florida, located at 780 Fisherman Street, Opa-locka, Florida 33054 ("the City") AND HCT CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS, LLC, a Florida limited liability company with its principal business address located at 3816 Hollywood Boulevard Suite 203, Hollywood, FL33021, hereinafter referred to as"Auditor." WITNESSETH: WHEREAS, the City is in need of and desires to engage Auditor's professional services to assist the City with its financial analysis and reporting matters; and WHEREAS, Auditor desires to provide its professional services to the City; NOW, THEREFORE, in consideration of the mutual terms and conditions, promises, and covenants, hereinafter set forth, the City and Auditor agree as follows: SECTION 1 QUALIFICATIONS AND SCOPE OF SERVICES Auditor represents and warrants to the COL that: (i) it possesses all qualifications, licenses and expertise required for the performance of the Services; (ii) 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 (iii) the Services will be performed in accordance with applicable law. Auditor agrees to perform the following auditing services (the "Services") for the City: 1.1 Auditor agrees to perform an audit (the "Audit") for the City for the Fiscal Year beginning October 1, 2014 and ending September 30, 2015, in accordance with all applicable state and Federal auditing requirements and applicable law (the "Services"). Auditor shall express an opinion on the fair presentation of the City's 1 financial statements in conformity with generally accepted accounting principles. Auditor shall prepare and submit to the City all reports ("Reports") required by applicable law to support the Audit. Further, Auditor agrees to compile and publish the City's Comprehensive Annual Financial Report (CAFR) in conformity with the Governmental Accounting Standards Board (GASB), for fiscal year beginning October 01, 2014 and ending September 30, 2015. Auditor also agrees to furnish City with an electronic copy in Portable Document Format (PDF) and five hard copies of the City's CAFR within ten (10) days after the completion of the audit. 12 The Audit shall be performed in accordance with generally accepting auditing standards as set forth by the American Institute of Certified Public Accountants, the standards for financial audits set forth in the most current applicable U.S. General Accounting Office's ("GAO") Government Auditing Standards, the most current applicable provisions of the Federal Single Audit Act of 1984, Chapter 6 of the Metropolitan Planning Organization Program Management Handbook and the most current applicable provisions of U.S. Office of Management and Budget ("OMB") Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations, Audits of State and Local Governments, as well as the following additional requirements: 1. The most current applicable Codification of Governmental Accounting and Financial Reporting Standards as promulgated by the Governmental Accounting Standards Board. 2. The most current applicable Statements on Auditing Standards issued by the American Institute of Certified PublicAccountants. 3. The most current applicable Government Auditing Standards published by the Comptroller General of the United States. 4. The most current applicable Audit and Accounting Guide-Audits of State and Local Governmental Units, published by the American Institute of Certified Public Accountants. 5. The most current applicable Statements and Interpretations issued by the Financial Accounting Standards Board. 6. Rules 10.550 and 10.650 of the Auditor General for the State of Florida. 7. Section 215.97, Florida Statutes, Florida Single Audit Act. 8. 31 U.S.C. 7501-7507 regarding requirements for single audits. 9. 49 C.F.R. 18.26 regarding Non-Federal audits. 1.3 The Audit field work should be substantially completed no later than , and the financial statements and the final signed Report(s) delivered to the City within ten (10) days after the completion of the audit. Time shall be deemed to be of the essence in performing the duties, obligations and responsibilities required by this Agreement, however these dates may be changed 2 as agreed upon by the City and Auditor. 1.4 Auditor agrees to furnish City with an electronic fileable pdf copy, one bound and one unbound original of the Auditor's final Report(s) concerning the Audit. 1.5 Auditor shall be required to make an immediate written report of all irregularities and illegal acts or indications of illegal acts of which they become aware of, to the Executive Director. 1.6 Auditor shall make an oral presentation to the City Commission concerning the Audit final report. SECTION 2 COMPENSATION 2.1 In consideration for the Services to be performed by Auditor, the City agrees to pay Auditor in an amount not to exceed $60,000.00, which shall include all quarterly unaudited financial statement discussions before the Mayor and Commission (including all out-of-pocket expenses) for the auditing services performed in accordance with the terms and conditions herein. The auditor shall perform additional services under this contract as needed, with prior written authorization from by the City. Said additional services shall be billed at the rates as indicated on Exhibit "A," as attached hereto. It is acknowledged and agreed by Auditor that nothing contained herein shall constitute a limitation of any sort upon Auditor's obligation to perform all items of work required by or which can be reasonably inferred from the Services to be performed, which includes, but is not limited to, all services required to perform the City's Fiscal Year 2014-2015 audit in accordance with state and Federal law. 2.2 Auditor may submit an invoice for compensation no more often than on a monthly basis, but only after the services for which the invoices are submitted have been completed. Compensation due to the Auditor shall be payable within 30 calendar days following submission of a proper invoice by the Auditor to the City. Invoices shall designate the nature of the services performed and shall also show a summary of fees and expenses with accrual of the total and credits for portions paid previously. Each statement shall show the proportion of the guaranteed maximum payment that has been expended through previous billings. 2.3 If it should become necessary for the City to request Auditor to render any additional services to either supplement the services described herein or to perform additional work as a result of the specific recommendations included in any report issued pursuant to this Agreement, such additional work shall be performed only if set forth in an addendum to this Agreement. Any such additional work agreed to by both parties shall be performed at the rates set forth in the rate schedule attached as Exhibit"A". 2.4 In the event of City's termination of this Agreement prior to the end of the Agreement Term pursuant to Section 4 or Section 7, City shall pay Auditor on a pro-rata basis 3 for the Services performed by Auditor prior to the City's termination of this Agreement. SECTION 3 TERM OF AGREEMENT 3. The term of this Agreement shall commence upon the date of execution hereof and shall remain in effect until September 30, 2016, (the "Term"), unless terminated earlier pursuant to Section 4 of this Agreement. SECTION 4 TERMINATION OF AGREEMENT 4. The City may terminate this Agreement with cause only by giving the Auditor sixty (60) days written notice. The termination of this Agreement shall not relieve either party of any liability that accrued prior to such termination and any such accrued liability shall survive the termination of this Agreement. SECTION 5 INDEPENDENT CONTRACTOR 5. Auditor is an independent contractor under this Agreement. Services provided by Auditor shall be by employees of Auditor and subject to supervision by Auditor, and not as officers, employees or agents of the City. Personnel policies, tax responsibilities, social security, health insurance, employee benefits, travel, per diem policy, and purchasing policies under the Agreement shall be the sole responsibility of Auditor. Auditor shall have no rights under the City's worker's compensation, employment, insurance benefits or similar laws or benefits. SECTION 6 INDEMNIFICATION / HOLD HARMLESS CLAUSE 6.1 City shall indemnify, defend and hold harmless the Auditor, its officials, agents, employees, and volunteers from and against any and all liability, suits, actions, damages, costs, losses and expenses, including attorneys' fees, demands and claims for personal injury, bodily injury, sickness, diseases or death or damage or destruction of tangible property or loss of use resulting there from, arising out of any errors or omissions of Auditor its respective officials, agents, employees or subcontractors in the performance of Services pursuant to this Agreement that are directly related to information provided by the City, from and against all costs, damages, attorneys'fees, expenses and liabilities incurred in and about the defense of any such claim and investigation thereof. 4 SECTION 7 NON-APPROPRIATION OF FUNDS 7. In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable in any fiscal year for payments due under this Agreement, then the City, upon written notice to Auditor of such occurrence, shall have the unqualified right to terminate this Agreement without any penalty or expense to the City. SECTION 8 INSURANCE 8. For programs that are active in nature, which shall be determined in the sole and exclusive discretion of the City, Auditor shall maintain liability insurance in an amount acceptable to the City and naming the City as an additional insured. Auditor shall maintain the following required types and minimum limits of insurance coverage during the Term of this Agreement: General Liability Per Occurrence Aggregate Professional Liability $ 500,000 $500,000 Workers' Compensation Statutory Amount This Agreement shall not be deemed approved until the Auditor has obtained all insurance required under this section and has supplied the City with evidence of such coverage in the form of a Certificate of Insurance and endorsement. The City shall approve such certificates prior to the performance of any services pursuant to this Agreement. Auditor's liability insurance policies shall be endorsed to add the City as an additional insured. The Auditor's liability insurance shall be primary to any liability insurance policies that may be carried by the City. The Auditor shall be responsible for all deductibles and self-insured retentions on their liability insurance policies. All of the policies of insurance so required to be purchased and maintained shall contain a provision or endorsement that the coverage afforded shall not be cancelled, materially changed or renewal refused until at least sixty (60) calendar days written notice has been given to the City by certified mail. 5 SECTION 9 MISCELLANEOUS 9.1 Taxes and Licenses. Auditor shall, without additional expense to the City, be responsible for paying any taxes, obtaining any necessary licenses and for complying with all applicable federal, state, county, and municipal laws, ordinances and regulations in connection with the performance of the Services specified herein. 92 Ownership of Documents. Except for the final audit report and any documents provided to the City by the Auditor, and unless otherwise provided by law, any and all reports, surveys, and other data and documents created by the Auditor in connection with this Agreement are and shall remain the property of the Auditor. In the event of termination of this Agreement, reports, photographs, surveys and other data and documents prepared by Auditor, whether finished or unfinished, shall become the property of the Auditor, except for the final audit report and any documents provided to the City by the Auditor. Any compensation due to Auditor may be withheld until all documents required to be provided to the City are received as provided herein. 9.3 Certificate of Competency. The Auditor shall, at the time of executing this Agreement and throughout the Agreement Term, hold a valid certificate of competency for the Services contemplated herein, issued by the Federal, State, or County examining board qualifying said person, firm, corporation or joint venture to perform the Services proposed. If a Subcontractor(s) is employed, an applicable certificate of competency or license issued to the Subcontractor(s) shall be submitted along with the Auditor's certificate prior to performing any Services; provided, however, that the City may, at its sole option and in its best interest, allow the Auditor to supply the certificate to the City during the first week of Services performed by the Auditor. SECTION 10 AUDIT AND INSPECTION RIGHTS 10.1 The City may, at reasonable times, and for a period of up to three (3) years following the date of final performance of Services by Auditor under this Agreement, audit, or cause to be audited, those books and records of Auditor that are related to Auditor's performance under this Agreement. Auditor agrees to maintain all such books and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement. 102 The City may, at reasonable times during the term hereof, perform such inspections, as the City deems reasonably necessary, to determine whether the services required to be provided by Auditor under this Agreement conform to the terms of this Agreement. Auditor shall make available to the City all reasonable assistance to facilitate the performance of inspections by the City's representatives. 10.3 Auditor shall respond to the reasonable inquiries of successor auditors and allow successor auditors to review working papers relating to matters of continuing 6 accounting significance. The Auditor shall be paid for time expended at the professional rates listed on Exhibit A. SECTION 11 AMENDMENTS AND ASSIGNMENT 11.1 This Agreement constitutes the entire agreement between Auditor and City and all negotiations and oral understandings between the parties are merged herein. The terms and conditions set forth in this Agreement supersede any and all previous agreements, promises, negotiations or representations. Any other agreements, promises, negotiations or representations not expressly set forth in this Agreement are of no force and effect. 11.2 No modification, amendment or alteration of the terms and conditions contained herein shall be effective unless contained in a written document executed with the same formality as this Agreement. 11.3 Auditor shall not transfer or assign the performance of Services called for in the Agreement without the prior written consent of the City, which may be withheld or conditioned in the City's sole discretion. SECTION 12 GOVERNING LAW AND VENUE. 12. This Agreement shall be construed in accordance with, and governed by, the laws of the State of Florida. Venue for any action arising out of, or relating to this agreement shall be in Miami-Dade County, Florida. SECTION 13 NOTICES, 13. Whenever either party desires to give notice to the other, it must be given by written notice, sent by certified United States mail, return receipt requested, addressed to the party for whom it is intended, at the place last specified in writing, and the place for giving of notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice, to-wit: AUDITOR Roderick Harvey, CPA HCT Certified Public Accountants and Consultants 3816 Hollywood Boulevard, Suite 203 Hollywood, FL 33021 Telephone: (954) 966-4435 Facsimile: (954) 962-7747 7 Charmaine Parchment Finance Director City of Opa Locka, Florida 780 Fisherman Street Opa Locka, Florida 33054 Telephone: (305) Facsimile: (305) With A Copy to: Vincent Brown, Esquire City General Counsel 780 Fisherman Street Opa Locka, Florida 33054 Telephone: 305-688-7500 Vtblaw@bellsouth.net SECTION 14 NON-DISCRIMINATION 14. Auditor represents and warrants to the City that Auditor does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Auditor's performance under this Agreement on account of race, age, religion, color, gender, sexual orientation, national origin, marital status, physical or mental disability, political affiliation or any other factor which cannot be lawfully used as a basis for delivery of services. Auditor further covenants that no otherwise qualified individual shall, solely by reason of his/her race, age, religion, coloor, gender, sexual orientation, national origin, marital status, physical or mental disability, political affiliation or any other factor which cannot be lawfully used as a basis for delivery of services, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. SECTION 15 PUBLIC RECORDS 15. Auditor understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, 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 law. Auditor's failure or refusal to comply with the provisions of this section shall result in the immediate termination of this Agreement by the City. SECTION 16. HEADINGS. CONFLICT OF PROVISIONS. WAIVER OR BREACH OF PROVISIONS 16. Headings are for convenience of reference only and shall not be considered in any interpretation of this Agreement. In the event of conflict between the terms of this 8 Agreement and any terms or conditions contained in any attached documents, the terms in this Agreement shall prevail. 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, and no waiver shall be effective unless made in writing. SECTION 17 SEVERABILITY 17. If any provision of this Agreement or the application thereof to any person or situation shall to any extent, be held invalid or unenforceable, the remainder of this Agreement, 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. SECTION 18 SURVIVAL 18. All representations and other relevant provisions herein shall survive and thereby continue in full force and effect, upon termination of this Agreement. SECTION 19 ENTIRE AGREEMENT 19. This Agreement represents the entire and integrated Agreement between the City and Auditor and supersedes all prior negotiations, representations or agreements, either written or oral. SECTION 20 JOINT PREPARATION 20. The parties hereto acknowledge that they have sought and received whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein, and that the preparation of this Agreement has been a joint effort of the parties, the language has been agreed to by parties to express their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 9 AGREEMENT BETWEEN THE CITY OF OPA LOCKA, FLORIDA AND HCT CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS, LLC FOR PROFESSIONAL AUDITING SERVICES IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the respective dates under each signature: City, signing by and through its Finance Director, attested to and duly authorized to execute same by the City Board, and Auditor, signing by and through its , attested to and duly authorized to execute same. City OF OPA LOCKA. FLORIDA By: By: This day of , 2015. This day of , 2015. APPROVED AS TO FORM AND LEGAL SUFFICIENCY FOR THE USE OF AND RELIANCE BY THE City ONLY: City Attorney AUDITOR HCT CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS, LLC By: Title: This day of , 2015. 10 EXHIBIT A HOURLY RATE SCHEDULE Partner Professional Rates Engagement Partner $275.00 Engagement Quality Review Partner $225.00 Engagement Audit Director $200.00 Engagement Manager $175.00 Engagement Senior Accountant $150.00 Engagement Staff Accountant $125.00 Administrative Support $45.00 11