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
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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
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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
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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.
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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.
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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
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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
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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
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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.
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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.
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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
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