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2000-23446 RESO RESOLUTION NO. 2000-23446 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RANKING OF RESPONSES RECEIVED AND AUTHORIZING THE ADMINISTRATION TO ENTER INTO NEGOTIATIONS AND CONTRACT, FOR A ONE-YEAR CONTRACT WITH TWO ONE-YEAR OPTIONS TO RENEW, WITH THE THREE TOP-RANKED FIRMS, BEVERLY YOUNG; THE BOOKKEEPERS; AND SANSON, KLINE, JACOMINO & COMPANY, LLP, RESPECTIVELY, PURSUANT TO REQUEST FOR PROPOSALS (RFP) NO. 7-99/00 FOR AUDITING RESORT AND TELECOMMUNICATION UTILITY TAXES. WHEREAS, on September 14, 1999, the Mayor and City Commission authorized the Administration to issue Request for Proposals No. 7-99/00 for the provision of Auditing Resort and Telecommunication Utility Taxes for a one-year period, and to extend the existing agreements with Beverly Young and the Bookkeepers on a month-to-month basis until new agreements were negotiated and executed; and WHEREAS, an Evaluation Committee met on December 10, 1999 and ranked the firms using criteria listed in the Request for Proposals. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby accept the ranking of responses received and authorize the Administration to enter into negotiations and contract for a one-year Agreement, with two one-year options to renew, with the three top-ranked firms of Beverly Young; The Bookkeepers; and Sanson, Kline, Jacomino & Company, LLP, pursuant to Request for Proposals (RFP) No. 7-99/00 for Auditing Resort and Telecommunication Utility Taxes. PASSED and ADOPTED this 12th day of January, 2000. ~~ MAYOR ATTEST: J~l~{ cr r{~l ({~ CITY CLERK APPROVED PS TO FOPcJV, & LA.NGUAGE 8. fOR EXECUTtON JJS\sa F:\BUDG\$AUD\DOC99.00\AUDCOM\RESORFPl,RTX ~ -8--4Cf DATE: December 28, 1999 CITY OF MIAMI BEACH MEMORANDUM TO: Lawrence A. Levy, City Manager - FROM: James J. Sutter, Internal Auditor P 7-99/00 - Auditing Resort and Telecommunication SUBJECT: Results of Evaluation Committee fo Utility Taxes An Evaluation Committee met on Friday, December 10, 1999 to review proposals for auditing City businesses filing Resort and Telecommunication Utility Taxes. The Committee consisted of the following persons: James J. Sutter, Internal Auditor, City of Miami Beach Georgie Echert, Assistant Finance Director, City of Miami Beach Craig Rickert, CPA, Miami Beach Resident Larry Herrup, Budget Advisory Committee, Miami Beach Resident Anna Weisman, CPA, Miami Beach Resident Carrie Miller, Assistant Procurement Director, also attended to coordinate the meeting. Anna Weisman was unable to attend the meeting and it was decided to continue with the four remaining members. James Sutter was selected as Chairman of the Committee. The committee reviewed the three proposals received and evaluated the responses in accordance with the criteria listed in the Request for Proposal, (RFP). The RFP included three criteria consisting of completion of proposal, proposal price and willingness and capability to provide required services. Each member ranked the proposals, with the final ranking determined by the committee as follows: 1. Beverly Young 2. The Bookkeepers 3. Sanson, Kline, J acomino & Company Each firm has experience auditing hotel and restaurant businesses. Two of the firms, Beverly Young and the Bookkeepers, have had extensive experience performing these type of audits for the City since 1994. Fees proposed by these two firms were similar, ranging from $600 to $650 for annual accounts, $700 for monthly accounts, with the Bookkeepers proposing an additional fee of $100 for audits of companies with telecommunication taxes. Both firms requested a 15% fee on all tax revenues collected by the City. The third firm, Sanson, Kline, Jacomino & Company proposed a higher fixed rate at $1,200 per unit, without a percentage of collected revenues. Results of Evaluation Committee for RFP 7-99/00 Page Two December 28,1999 The committee recommended that the Administration negotiate and contract with all three firms for a set price and assign audits to all three firms on a rotating basis. If any firm cannot come to agreement, then the other firm or firms will be awarded the contract. cc: Mayra Diaz Buttacavoli, Assistant City Manager Michael A. Rath, Procurement Director CITY OF MIAMI BEACH CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 http:\\cLmiami-beach.fl.us COMMISSION MEMORANDUM NO. 25-00 FROM: Mayor Neisen O. Kasdin and Members of the City Commission Lawrence A. Levy ~ City Manager DATE: January 12,2000 TO: SUBJECT: A Resolution of the Mayor and City Commission of the City of Miami Beach, Florida, Accepting the Ranking of Responses Received and Authorizing the Administration to Enter into Negotiations and Contract, for a One-Year Contract with Two One-Year Options to Renew, with the Three Top-Ranked Firms, Beverly Young; The Bookkeepers; and Sanson, Kline, Jacomino & Company, LLP, Respectively, Pursuant to Request for Proposals (RFP) No. 7- 99/00 for Auditing Resort and Telecommunication Utility Taxes. ADMINISTRATION RECOMMENDATION Adopt the Resolution. ANALYSIS The City of Miami Beach charges a resort tax on room, food and beverage, revenues earned within the City. In addition, a separate tax is charged for certain revenues derived from telecommunication services. City businesses are required to register with the City to collect and remit taxes. There are 1,966 businesses registered to collect the Resort Taxes and 125 businesses registered to collect Telecommunication Taxes. Of the total resort tax businesses, 659 are collecting and remitting taxes to the City on a monthly basis. These businesses consist of hotels, restaurants, nightclubs, and bars. The balance (1,307) represents apartments required to report on an annual basis to the City. The City employs field agents to audit these businesses. In an effort to expand audit coverage, the City entered into agreements with three independent contractors in October of 1994 to audit the records of these businesses. Since that time, agreements have been renewed on an annual basis. Currently, the City has four field agents and professional service agreements with two contractors which expired September 30, 1999. The Internal Audit policy directive for the next fiscal year is to audit 33 percent of the monthly and 17 percent of the annual active accounts for a total of 439 accounts. Included with the monthly accounts would be audits of30 telecommunication filers. The City's Internal Audit Department will assign these audits to the field agents and independent contractors based on internally developed risk factors. AGENDA ITEM C;7 tJ 1-12-DO DATE RFP No. 7-99/00 Page Two January 12, 2000 ANALYSIS (continued) Funds are available from the resort tax fund. The proposed budget for fiscal year 99/00 has been reduced from $240,000 to $187,000 for these professional services. Expenditures for fiscal year 97/98 amounted to $149,754, while expenditures for fiscal year 98/99 amounted to $159,282. On September 14, 1999, the Commission adopted a resolution authorizing the issuance ofa Request for Proposals (RFP) for the provision of auditing services for resort and telecommunication taxes for a one-year period with two one-year options to renew, and the extension of the existing agreements with Beverly Young and the Bookkeepers on a month to month basis until new agreements are executed. The RFP was issued October 1, 1999, with an opening date of October 22, 1999. Fifty-five (55) notices and ten (10) specifications were issued, resulting in the receipt of three (3) proposals. An Evaluation committee met on Friday, December 10, 1999 to review the responses for auditing City businesses filing Resort and Telecommunication Taxes. The Committee consisted of the following persons: James J. Sutter, Internal Auditor, City of Miami Beach Georgie Echert, Assistant Finance Director, City of Miami Beach Craig Rickert, CPA, Miami Beach Resident Larry Herrup, Budget Advisory Committee, Miami Beach Resident Anna Weisman, CPA, Miami Beach Resident Anna Weisman was unable to attend the meeting and it was decided to continue with the four remaining members. The committee reviewed the three proposals received and evaluated the responses in accordance with the criteria listed in the RFP. The RFP included three (3) criteria consisting of completion of proposal, proposal price and willingness and capability to provide required services. Each member ranked the proposals, with the final ranking determined by the committee as follows: 1. Beverly Young 2. The Bookkeepers 3. Sanson, Kline, Jacomino & Company Each firm has experience auditing hotel and restaurant businesses. Two of the firms, Beverly Young and the Bookkeepers, have had extensive experience performing these types of audits for the City since 1994. Fees proposed by these two firms were similar, ranging from $600 to $650 for annual accounts, $700 for monthly accounts, with the Bookkeepers proposing an additional fee of $1 00 for audits of companies with telecommunication taxes. Both firms requested a 15% fee on all tax revenues collected by the City. The third firm, Sanson, Kline, Jacomino & Company proposed a higher fixed rate at $1,200 per unit, without a percentage of collected revenues. RFP No. 7-99/00 Page Three January 12, 2000 ANALYSIS (continued) The committee recommended that the Administration negotiate with all three firms for a set price and assign audits to all three firms on a rotating basis. If any firm cannot come to agreement, then the other firm or firms will be awarded the contract. The Mayor and Commission should accept the ranking recommended by the City Manager, and authorize the Administration to negotiate and contract with the three top-ranked firms, as named above. ~ LAL:.:JJS:sa F:\BUDG\$AUD\DOC99-00\MISCVJS\ 7 -9900,CM PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND BEVERLY YOUNG FOR PROFESSIONAL SERVICES IN THE REVIEW OF ENTITIES REQUIRED TO COLLECT AND REMIT RESORT AND TELECOMMUNICATIONS TAXES THIS AGREEMENT made this ~ day of IY1lfrtc tr , 2000 by and between the CITY OF MIAMI BEACH, FLORIDA (City), which term shall include its officials, successors, legal representatives, and assigns, and Beverly Young (Consultant). SECTION 1 DEFINITIONS Agreement: This written Agreement between the City and the Consultant. City Manager: "City Manager" means the Chief Administrative officer of the City. Consultant: For the purposes of this Agreement, Consultant shall be deemed to be an independent contractor, and not an agent or employee of the City. Fee: Amount paid to the Consultant to allow for its costs and margin of profit. Project Coord i nator: An individual designated by the City to coordinate, direct and review on behalf of the City all technical matters involved in the Scope of Work and Services. Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139. Services: All services, work and actions by the Consultant performed pursuant to or undertaken under this Agreement described in Section 2. Termination: Termination of Consultant Services as provided in Section 4.9 of this Agreement. Task: A discrete portion of the Scope of Services to be accomplished by the Consultant, as described in Section 2 below, if directed and authorized. SECTION 2 SCOPE OF WORK AND SERVICES REQUIRED (SERVICES) 2.1 Consultant shall perform compliance audits relating to resort and telecommunication tax obligations of businesses located within the City. The Services shall consist of examining the taxpayer accounting records, such as general ledgers, cash receipts journals, and other records as may be maintained by the taxpayer; comparison of reported taxable sales with other reports such as Florida sales tax reports, and the preparation of schedules and analyses of work to determine compliance with the City Code relating to the collection and payment of Resort and Telecommunication Taxes. The selection and assignment of audits shall be controlled by the Internal Audit Department of the City of Miami Beach. The Services are further described in the attached Request For Proposal No. 7-99/00, and Consultant's response thereto, which are incorporated and attached as Exhibit "A" to this Agreement. SECTION 3 COMPENSA liON 3.1 FEE Consultant shall be compensated for providing the Services as set forth in Section 2.1 as follows: $760 per review completed on monthly and quarterly filers, $630 per review completed on annual filers. In addition to the fee, Consultant will receive fifteen percent (15%) of any collection of an assessment arising as a result of its review of an entity required to collect and remit said taxes. 4.1 SECTION 4 GENERAL PROVISIONS RESPONSIBILITY OF THE CONSULTANT With respect to the performance of the Services, the Consultant shall exercise that degree of skill, care, efficiency and diligence normally exercised by recognized professionals with respect to the performance of comparable Services. In its performance of the Services, the Consultant shall comply with all applicable laws and ordinances, including but not limited to applicable regulations of the City, County, State, Federal Government, ADA, EEO Regulations and Guidelines. 4.2 PUBLIC ENTITY CRIMES State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes as available with the office of the City Clerk, shall be filed by Consultant. 4.3 PROIECT MANAGEMENT When applicable the Consultant shall appoint a qualified individual acceptable to the City to serve as Project Manager for the Services who shall be fully responsible for the day-to- day activities under this Agreement and who shall serve as the primary contact for the City's Project Coordinator. 4.4 DURATION AND EXTENT OF AGREEMENT The term of this Agreement shall be for a period of one year from the date this Agreement is executed by all parties hereto. The City may, at its sole option and discretion, renew the Agreement for two (2) one-year options, subject to the same terms and conditions set forth herein. 4.5 TIME OF COMPLETION The Services to be rendered by the Consultant shall be commenced upon receipt of a written Notice to Proceed from the City subsequent to the execution of this Agreement. 4.6 NOTICE TO PROCEED Unless otherwise directed by the City, the Consultant shall proceed with the work only upon issuance of a Notice to Proceed by the City. 4.7 OWNERSHIP OF DOCUMENTS AND EQUIPMENT All documents prepared by the Consultant pursuant to this Agreement are related exclusively to the Services described herein, and are intended or represented for ownership by the City. Any reuse shall be approved by the City. 4.8 INDEMNIFICATION Subject to the limitation set forth in the proceeding section, Consultant agrees to indemnify and hold harmless, the City of Miami Beach and its officers, employees and agents, from and against any and all actions, claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees, for personal, economic or bodily injury, wrongful death, loss of or damage to property, in law or in equity, which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other wrongful conduct of the Consultant, its employees, agents, sub-consultants, or any other person or entity acting under Consultant's control, in connection with the Consultant's performance of the Services pursuant to this Agreement; and to that extent, the Consultant shall pay all such claims and losses and shall pay all such costs and judgements which may issue from any lawsuit arising from such claims and losses, and shall pay all costs and attorneys fees expended by the City in the defense of such claims and losses, including appeals. The parties agree that one percent (1 %) of the total Compensation to the Consultant for performance of this Agreement is the specific consideration from the City to the Consultant for the Consultant's Indemnity Agreement. The Consultant's obligation under this article shall not include the obligation to indemnify the City of Miami Beach and its officers, employees and agents, from and against any actions or claims which arise or are alleged to have arisen from negligent acts or omissions or other wrongful conduct of the City and its officers, employees and agents. The parties each agree to give the other party prompt notice of any claim coming to its knowledge that in any way directly or indirectly affects the other party. 4.9 INSURANCE REQUIREMENTS The Consultant shall not commence any work pursuant to this Agreement until all Insurance required under this Section has been obtained and such insurance has been approved by the City's Risk Manager. The Consultant shall maintain and carry in full force during the term of this Agreement and throughout the duration of this project the following Insurance: 1. Consultant General Liability in the amount of $500,000.00. A certified copy of the Consultant's (and any sub-consultants') Insurance Policy must be filed and approved by the Risk Manager prior to commencement. 2. Workers Compensation & Employers Liability as required pursuant to Florida statute. 3. Thirty (30) days written notice of cancellation or substantial modification in the insurance coverage must be given to the City's Risk Manager by the Consultant and his Insurance company. 4. The insurance must be furnished by insurance companies authorized to do business in the State of Florida and approved by the City's Risk Manager. 5. Original certificates of insurance for the above coverage must be submitted to the City's Risk Manager for approval prior to any work commencing. These certificates will be kept on file in the office of the Risk Manager, 3rd Floor, City Hall. 6. The Consultant is responsible for obtaining and submitting all insurance certificates for thei r consu Itants. All insurance policies must be issued by companies authorized to do business under the laws of the State of Florida. The companies must be rated no less than "B +" as to management and not less than "Class VI" as to strength by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval of the City's Risk Manager. Compliance with the foregoing requirements shall not relieve the Consultant of the liabilities and obligations under this Section or under any other portion of this Agreement, and the City shall have the right to obtain from the Consultant specimen copies of the insurance policies in the event that submitted certificates of insurance are inadequate to ascertain compliance with required overage. 4.9.1 Endorsements All of Consultant's certificates, above, shall contain endorsements providing that written notice shall be given to the City at least thirty (30) days prior to termination, cancellation or reduction in coverage in the policy. 4.9.2 Certificates Unless directed by the City otherwise, the Consultant shall not commence any services pursuant to this Agreement until the City has received and approved, in writing, certificates of insurance showing that the requirements of this Section (in its entirety) have been met and provided for. 4.10 TERMINATION. SUSPENSION AND SANCTIONS 4.10.1 Termination for Cause If through any cause within the reasonable control of the Consultant, the Consultant shall fail to fulfill in a timely manner, or otherwise violate any of the covenants, agreements, or stipulations material to this Agreement, the City shall thereupon have the right to terminate the Services then remaining to be performed. Prior to exercising its option to terminate for cause, the City shall notify the Consultant of its violation of the particular terms of this Agreement and shall grant Consultant five (5) days to cure such default. If such default remains uncured after five (5) days, the City, upon three (3) days' notice to Consultant, may terminate this Agreement. In that event, all finished and unfinished documents, data, studies, surveys, drawings, maps, models, photographs, reports and other work products prepared by the Consultant and its subcontractors shall be properly delivered to the City and the City shall compensate the Consultant in accordance with Section 3 for all Services performed by the Consultant prior to Termination. Notwithstanding the above, the Consultant shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of the Agreement by the Consultant and the City may reasonably withhold payments to the Consultant for the purposes of set off until such time as the exact amount of damages due the City from the Consultant is determined. 4.1 0.2 Termination for Convenience of City The City may, for its convenience and without cause, terminate the Agreement at any time by giving written notice to Consultant of such termination, which shall become effective three (3) days following receipt by Consultant of the written termination notice. In that event, all finished or unfinished documents and other materials as described in Section 2 shall be properly delivered to the City. If the Agreement is terminated by the City as provided in this Section, the City shall compensate the Consu Itant for all Services actually performed by the Consultant and reasonable direct costs of Consultant for assembling and delivering to City all documents. Such payments shall be the total extent of the City's liability to the Consultant upon a Termination as provided for in this Section. 4.10.3 Termination for Insolvency The City also reserves the right to terminate the Agreement in the event the Consultant is placed either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of creditors. In such event, the right and obligations for the parties shall be the same as provided for in Section 4.10.2. 4.10.4 Sanctions for Noncompliance with Nondiscrimination Provisions In the event of the Consultant's noncompliance with the nondiscrimination provisions of this Agreement, the City shall impose such Sanctions as the City or the State of Florida may determine to be appropriate, including but not limited to withholding of payments to the Consultant under the Agreement until the Consultant complies and/or cancellation, termination or suspension of the Services, in whole or in part. In the event the City cancels or terminates the Services pursuant to this Section the rights and obligations of the parties shall be the same as provided in Section 4.10.2. 4.10.5 Changes and Additions Each such change shall be directed by a written Notice signed by the duly authorized representatives of the Consultant. Said Notices shall provide an equitable adjustment in the time of performance, a reallocation of the task budget and, if applicable, any provision of this Agreement which is affected by said Notice. The City shall not reimburse the Consultant for the cost of preparing Agreement change documents, written Notices to Proceed, or other documentation in this regard. 4.11 ASSIGNMENT. TRANSFER OR SUBCONTRACTING The Consultant shall not subcontract, assign, or transfer any work under this Agreement without the prior written consent of the City. 4.12 EQUAL EMPLOYMENT OPPORTUNITY/ADA NON-DISCRIMINATION POLICY In connection with the performance of this Agreement, the Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, sex, age, national origin, place of birth, marital status, or physical handicap. The Consultant shall take affirmative action to ensure that applicants are employed and that employees are treated during their employment without regard to their race, color, religion, ancestry, sex, age, national origin, place of birth, marital status, disability, or sexual orientation. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or termination; recruitment or recruitment advertising; layoff or termination; rates of pay, or other forms of compensation; and selection for training, including apprenticesh i p. Consultant agrees to adhere to and be governed by all applicable requirements of the laws listed below including, but not limited to, those provisions pertaining to employment, provision of programs and services, transportation, communications, access to facilities, renovations, and new construction. The Americans with Disabilities Act of 1990 (ADA): Pub. L. 101- 336, 104 Stat 327, 42 U.S.c. 12101-12213 and 547 U.S.C. Sections 225 and 611 including Title I, Employment; Title II, Public Services; Title III, Public Accommodations and Services Operated by Private Entities; Title IV, Telecommunications; and Title V, Miscellaneous Provisions. The Rehabilitation Act of 1973: 29 U.S.C. Section 794. The Federal Transit Act, as amended: 49 U.S.C. Section 1612. The Fair Housing Act as amended: 42 U.S.c. Section 3601-3631. Consultant must complete and submit the City's Disability Non-Discrimination Affidavit (Affidavit). In the event Consultant fails to execute the City's Affidavit, or is found to be in non- compliance with the provisions of the Affidavit" the City may impose such sanctions as it may determine to be appropriate, including but not limited to, withholding of payments to Consultant under the Agreement until compliance and/or cancellation, termination or suspension of the Agreement in whole or in part. In the event, the City cancels or terminates the Agreement pursuant to this Section, Consultant shall not be relieved of liability to the City for damages sustained by the City by virtue of Consultant's breach of the Agreement. 4.13 CONFLICT OF INTEREST The Consultant agrees to adhere to and be governed by the Metropolitan Dade County Conflict of Interest Ordinance (No. 72-82), as amended; and by the City of Miami Beach Charter and Code, which are incorporated by reference herein as if fully set forth herein, in connection with the contract conditions hereunder. The Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirectly which should conflict in any manner or degree with the performance of the Services. The Consultant further covenants that in the performance of this Agreement, no person having any such interest shall knowingly be employed by the Consultant. No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefits arising therefrom. 4.14 PATENT RIGHTS: COPYRIGHTS: CONFIDENTIAL FINDINGS Any patentable result arising out of this Agreement, as well as all information, design specifications, processes, data and findings, shall be made available to the City for public use. No reports, other documents, articles or devices produced in whole or in part under this Agreement shall be the subject of any application for copyright or patent by or on behalf of the Consultant or its employees or subcontractors. 4.15 NOTICES All communications relating to the day-to-day activities shall be exchanged between the Project Manager appointed by Consultant and the Project Coordinator designated by the City. The Consultant's Project Manager and the City's Project Coordinator shall be designated promptly upon commencement of the Services. All other notices and communications in writing required or permitted hereunder may be delivered personally to the representatives of the Consultant and the City listed below or may be mailed by registered mail, postage prepaid (or airmailed if addressed to an address outside of the city of dispatch). Until changed by notice in writing, all such notices and communications shall be addressed as follows: TO CONSULTANT: BEVERLY YOUNG Accounting and Financial Services Attn: Beverly Young 15532 SW 148 TERRACE Miami, Florida 33196 (305)232-3111 TO CITY: Office of The City Manager Attn: Lawrence A. Levy, City Manager 1 700 Convention Center Drive Miami Beach, FL 33139 (305) 673-7010 WITH COPIES TO: Office of the City Attorney Attn: Murray H. Dubbin, City Attorney City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 (305) 673-7470 Notices hereunder shall be effective: If delivered personally, on delivery; if mailed to an address in the city of dispatch, on the day following the date mailed; and if mailed to an address outside the city of dispatch on the seventh day following the date mailed. 4.16 LITIGATION IURISDICTION Any litigation between the parties, arising of, or in connection with this Agreement, shall be initiated in the court system of the State of Florida. 4.17 ENTIRETY OF AGREEMENT This writing embodies the entire Agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of this Agreement shall be valid unless amended in writing, signed by both parties hereto, and approved by the City Commission of the City of Miami Beach. This Agreement, shall be governed by and construed according to the laws of the State of Florida. 4.18 LIMITATION OF CITY'S LIABILITY The City desires to enter into this Agreement only if in so doing the City can place a limit on the City's liability for any cause of action for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds the sum of $5,000.00. Consultant hereby expresses its willingness to enter into this Agreement with Consultant's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of $5,000.00. Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant hereby agrees that the City shall not be liable to the Consultant for damages in an amount in excess of $5,000.00, for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this paragraph or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon City's liability as set forth in Section 768.28, Florida Statutes. 4.19 Venue This Agreement shall be enforceable in Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any terms and conditions herein, exclusive venue for the enforcement of same shall lie in Dade County, Florida. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first entered above. FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: By: I IlcCUJ+ City Clerk ~I e / I. " /\ ,fllCkl ' By: Ih Mayor FOR CONSULTANT: BEVERLY YOUNG ATTEST: /J-- ;/1 _ (( , By: \ )~ 0", L ~~'6. APPROVED PS TO FOP,i'A& LANGUAGE g~ ;:;OR EXECUTtON F:\BUDG\$AU D\DOC99-00\MISOAG RMTBEV,WPD AiLv!idl-: ',1'/ Ntarnelf 3, I '- Gil/ DlJje , PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND THE BOOKKEEPERS FOR PROFESSIONAL SERVICES IN THE REVIEW OF ENTITIES REQUIRED TO COLLECT AND REMIT RESORT AND TELECOMMUNICATIONS TAXES THIS AGREEMENT made this ~ day of JI/l4LClt , 2000 by and between the CITY OF MIAMI BEACH, FLORIDA (City), which term shall include its officials, successors, legal representatives, and assigns, and the Bookkeepers (Consultant). SECTION 1 DEFINITIONS Agreement: This written Agreement between the City and the Consultant. City Manager: "City Manager" means the Chief Administrative officer of the City. Consultant: For the purposes of this Agreement, Consultant shall be deemed to be an independent contractor, and not an agent or employee of the City. Fee: Amount paid to the Consultant to allow for its costs and margin of profit. Project Coordinator: An individual designated by the City to coordinate, direct and review on behalf of the City all technical matters invo~ved in the Scope of Work and Services. Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139. Services: All services, work and actions by the Consultant performed pursuant to or undertaken under this Agreement described in Section 2. Termination: Termination of Consultant Services as provided in Section 4.9 of this Agreement. Task: A discrete portion of the Scope of Services to be accomplished by the Consultant, as described in Section 2 below, if directed and authorized. SECTION 2 SCOPE OF WORK AND SERVICES REQUIRED (SERVICES) 2.1 Consultant shall perform compliance audits relating to resort and telecommunication tax obligations of businesses located within the City. The Services shall consist of examining the taxpayer accounting records, such as general ledgers, cash receipts journals, and other records as may be maintained by the taxpayer; comparison of reported taxable sales with other reports such as Florida sales tax reports, and the preparation of schedules and analyses of work to determine compliance with the City Code relating to the collection and payment of Resort and Telecommunication Taxes. The selection and assignment of audits shall be controlled by the Internal Audit Department of the City of Miami Beach. The Services are further described in the attached Request For Proposal No. 7-99/00, and Consultant's response thereto, which are incorporated and attached as Exhibit "A" to this Agreement. SECTION 3 COMPENSATION 3.1 FEE Consultant shall be compensated for providing the Services as set forth in Section 2.1 as follows: $760 per review completed on monthly and quarterly filers, $630 per review completed on annual filers. In addition to the fee, Consultant will receive fifteen percent (15%) of any collection of an assessment arising as a result of its review of an entity required to collect and remit said taxes. 4.1 SECTION 4 GENERAL PROVISIONS RESPONSIBILITY OF THE CONSULTANT With respect to the performance of the Services, the Consultant shall exercise that degree of skill, care, efficiency and diligence normally exercised by recognized professionals with respect to the performance of comparable Services. In its performance of the Services, the Consultant shall comply with all applicable laws and ordinances, including but not limited to applicable regulations of the City, County, State, Federal Government, ADA, EEO Regulations and Guidelines. 4.2 PUBLIC ENTITY CRIMES State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes as available with the office of the City Clerk, shall be filed by Consultant. 4.3 PROIECT MANAGEMENT When applicable the Consultant shall appoint a qualified individual acceptable to the City to serve as Project Manager for the Services who shall be fully responsible for the day-to- day activities under this Agreement and who shall serve as the primary contact for the City's Project Coordinator. 4.4 DURATION AND EXTENT OF AGREEMENT The term of this Agreement shall be for a period of one year from the date this Agreement is executed by all parties hereto. The City may, at its sole option and discretion, renew the Agreement for two (2) one-year options, subject to the same terms and conditions set forth herein. 4.5 TIME OF COMPLETION The Services to be rendered by the Consultant shall be commenced upon receipt of a written Notice to Proceed from the City subsequent to the execution of this Agreement. 4.6 NOTICE TO PROCEED Unless otherwise directed by the City, the Consultant shall proceed with the work only upon issuance of a Notice to Proceed by the City. 4.7 OWNERSHIP OF DOCUMENTS AND EQUIPMENT All documents prepared by the Consultant pursuant to this Agreement are related exclusively to the Services described herein, and are intended or represented for ownership by the City. Any reuse shall be approved by the City. 4.8 INDEMNIFICATION Subject to the limitation set forth in the proceeding section, Consultant agrees to indemnify and hold harmless, the City of Miami Beach and its officers, employees and agents, from and against any and all actions, claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees, for personal, economic or bodily injury, wrongful death, loss of or damage to property, in law or in equity, which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other wrongful conduct of the Consultant, its employees, agents, sub-consultants, or any other person or entity acting under Consultant's control, in connection with the Consultant's performance of the Services pursuant to this Agreement; and to that extent, the Consultant shall pay all such claims and losses and shall pay all such costs and judgements which may issue from any lawsuit arising from such claims and losses, and shall pay all costs and attorneys fees expended by the City in the defense of such claims and losses, including appeals. The parties agree that one percent (1 %) of the total Compensation to the Consultant for performance of this Agreement is the specific consideration from the City to the Consultant for the Consultant's Indemnity Agreement. The Consultant's obligation under this article shall not include the obligation to indemnify the City of Miami Beach and its officers, employees and agents, from and against any actions or claims which arise or are alleged to have arisen from negligent acts or omissions or other wrongful conduct of the City and its officers, employees and agents. The parties each agree to give the other party prompt notice of any claim coming to its knowledge that in any way directly or indirectly affects the other party. 4.9 INSURANCE REQUIREMENTS The Consultant shall not commence any work pursuant to this Agreement until all Insurance required under this Section has been obtained and such insurance has been approved by the City's Risk Manager. The Consultant shall maintain and carry in full force during the term of this Agreement and throughout the duration of this project the following Insurance: 1. Consultant General Liability in the amount of $500,000.00. A certified copy of the Consultant's (and any sub-consultants') Insurance Policy must be filed and approved by the Risk Manager prior to commencement. 2. Workers Compensation & Employers Liability as required pursuant to Florida statute. 3. Thirty (30) days written notice of cancellation or substantial modification in the insurance coverage must be given to the City's Risk Manager by the Consultant and his Insurance company. 4. The insurance must be furnished by insurance companies authorized to do business in the State of Florida and approved by the City's Risk Manager. 5. Original certificates of insurance for the above coverage must be submitted to the City's Risk Manager for approval prior to any work commencing. These certificates will be kept on file in the office of the Risk Manager, 3rd Floor, City Hall. 6. The Consultant is responsible for obtaining and submitting all insurance certificates for thei r consu Itants. All insurance policies must be issued by companies authorized to do business under the laws of the State of Florida. The companies must be rated no less than "B +" as to management and not less than "Class VI" as to strength by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval of the City's Risk Manager. Compliance with the foregoing requirements shall not relieve the Consultant of the liabilities and obligations under this Section or under any other portion of this Agreement, and the City shall have the right to obtain from the Consultant specimen copies of the insurance policies in the event that submitted certificates of insurance are inadequate to ascertain compliance with required overage. 4.9.1 Endorsements All of Consultant's certificates, above, shall contain endorsements providing that written notice shall be given to the City at least thirty (30) days prior to termination, cancellation or reduction in coverage in the policy. 4.9.2 Certificates Unless directed by the City otherwise, the Consultant shall not commence any services pursuant to this Agreement until the City has received and approved, in writing, certificates of insurance showing that the requirements of this Section (in its entirety) have been met and provided for. 4.10 4.10.1 TERMINATION. SUSPENSION AND SANCTIONS Termination for Cause If through any cause within the reasonable control of the Consultant, the Consultant shall fail to fulfill in a timely manner, or otherwise violate any of the covenants, agreements, or stipulations material to this Agreement, the City shall thereupon have the right to terminate the Services then remaining to be performed. Prior to exercising its option to terminate for cause, the City shall notify the Consultant of its violation of the particular terms of this Agreement and shall grant Consultant five (5) days to cure such default. If such default remains uncured after five (5) days, the City, upon three (3) days' notice to Consultant, may terminate this Agreement. In that event, all finished and unfinished documents, data, studies, surveys, drawings, maps, models, photographs, reports and other work products prepared by the Consultant and its subcontractors shall be properly delivered to the City and the City shall compensate the Consultant in accordance with Section 3 for all Services performed by the Consultant prior to Termination. Notwithstanding the above, the Consultant shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of the Agreement by the Consultant and the City may reasonably withhold payments to the Consultant for the purposes of set off until such time as the exact amount of damages due the City from the Consultant is determined. 4.10.2 Termination for Convenience of City The City may, for its convenience and without cause, terminate the Agreement at any time by giving written notice to Consultant of such termination, which shall become effective three (3) days following receipt by Consultant of the written termination notice. In that event, all finished or unfinished documents and other materials as described in Section 2 shall be properly delivered to the City. If the Agreement is terminated by the City as provided in this Section, the City shall compensate the Consultant for all Services actually performed by the Consultant and reasonable direct costs of Consultant for assembling and delivering to City all documents. Such payments shall be the total extent of the City's liability to the Consultant upon a Termination as provided for in this Section. 4.10.3 Termination for Insolvency The City also reserves the right to terminate the Agreement in the event the Consultant is placed either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of creditors. In such event, the right and obligations for the parties shall be the same as provided for in Section 4.10.2. 4.10.4 Sanctions for Noncompliance with Nondiscrimination Provisions In the event of the Consultant's noncompliance with the nondiscrimination provisions of this Agreement, the City shall impose such Sanctions as the City or the State of Florida may determine to be appropriate, including but not limited to withholding of payments to the Consultant under the Agreement until the Consultant complies and/or cancellation, termination or suspension of the Services, in whole or in part. In the event the City cancels or terminates the Services pursuant to this Section the rights and obligations of the parties shall be the same as provided in Section 4.10.2. 4.10.5 Changes and Additions Each such change shall be directed by a written Notice signed by the duly authorized representatives of the Consultant. Said Notices shall provide an equitable adjustment in the time of performance, a reallocation of the task budget and, if applicable, any provision of this Agreement which is affected by said Notice. The City shall not reimburse the Consultant for the cost of preparing Agreement change documents, written Notices to Proceed, or other documentation in this regard. 4.11 ASSIGNMENT. TRANSFER OR SUBCONTRACTING The Consultant shall not subcontract, assign, or transfer any work under this Agreement without the prior written consent of the City. 4.12 EQUAL EMPLOYMENT OPPORTUNITY/ADA NON-DISCRIMINATION POLICY In connection with the performance of this Agreement, the Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, sex, age, national origin, place of birth, marital status, or physical handicap. The Consultant shall take affirmative action to ensure that applicants are employed and that employees are treated during their employment without regard to their race, color, religion, ancestry, sex, age, national origin, place of birth, marital status, disability, or sexual orientation. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or termination; recruitment or recruitment advertising; layoff or termination; rates of pay, or other forms of compensation; and selection for training, including apprenticeship. Consultant agrees to adhere to and be governed by all applicable requirements of the laws listed below including, but not limited to, those provisions pertaining to employment, provision of programs and services, transportation, communications, access to facilities, renovations, and new construction. The Americans with Disabilities Act of 1990 (ADA): Pub. L. 101- 336, 104 Stat 327, 42 U.S.C. 12101-12213 and 547 U.S.C. Sections 225 and 611 including Title I, Employment; Title II, Public Services; Title III, Public Accommodations and Services Operated by Private Entities; Title IV, Telecommunications; and Title V, Miscellaneous Provisions. The Rehabilitation Act of 1973: 29 U.S.C. Section 794. The Federal Transit Act, as amended: 49 U.S.C. Section 1612. The Fair Housing Act as amended: 42 D.S.C. Section 3601-3631. Consultant must complete and submit the City's Disability Non-Discrimination Affidavit (Affidavit). In the event Consultant fails to execute the City's Affidavit, or is found to be in non- compliance with the provisions of the Affidavit" the City may impose such sanctions as it may determine to be appropriate, including but not limited to, withholding of payments to Consultant under the Agreement until compliance and/or cancellation, termination or suspension of the Agreement in whole or in part. In the event, the City cancels or terminates the Agreement pursuant to this Section, Consultant shall not be relieved of liability to the City for damages sustained by the City by virtue of Consultant's breach of the Agreement. 4.13 CONFLICT OF INTEREST The Consultant agrees to adhere to and be governed by the Metropolitan Dade County Conflict of Interest Ordinance (No. 72-82), as amended; and by the City of Miami Beach Charter and Code, which are incorporated by reference herein as if fully set forth herein, in connection with the contract conditions hereunder. The Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirectly which should conflict in any manner or degree with the performance of the Services. The Consultant further covenants that in the performance of this Agreement, no person having any such interest shall knowingly be employed by the Consultant. No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefits arising therefrom. 4.14 PATENT RIGHTS: COPYRIGHTS: CONFIDENTIAL FINDINGS Any patentable result arising out of this Agreement, as well as all information, design specifications, processes, data and findings, shall be made available to the City for public use. No reports, other documents, articles or devices produced in whole or in part under this Agreement shall be the subject of any application for copyright or patent by or on behalf of the Consultant or its employees or subcontractors. 4.15 NOTICES All communications relating to the day-to-day activities shall be exchanged between the Project Manager appointed by Consultant and the Project Coordinator designated by the City. The Consultant's Project Manager and the City's Project Coordinator shall be designated promptly upon commencement of the Services. All other notices and communications in writing required or permitted hereunder may be del ivered personally to the representatives of the Consultant and the City I isted below or may be mailed by registered mail, postage prepaid (or airmailed if addressed to an address outside of the city of dispatch). Until changed by notice in writing, all such notices and communications shall be addressed as follows: TO CONSULTANT: THE BOOKKEEPERS Accounting and Financial Services Attn: William H. Forshee 220 Miracle Mile #224 Coral Gables, Florida 33134 (305) 445-3234 TO CITY: Office of The City Manager Attn: Lawrence A. Levy, City Manager 1700 Convention Center Drive Miami Beach, FL 33139 (305) 673-7010 WITH COPIES TO: Office of the City Attorney Attn: Murray H. Dubbin, City Attorney City of Miami Beach 1 700 Convention Center Drive Miami Beach, FL 33139 (305) 673-7470 Notices hereunder shall be effective: If delivered personally, on delivery; if mailed to an address in the city of dispatch, on the day following the date mailed; and if mailed to an address outside the city of dispatch on the seventh day following the date mailed. 4.16 LITIGATION IURISDICTION Any litigation between the parties, arising of, or in connection with this Agreement, shall be initiated in the court system ofthe State of Florida. 4.17 ENTIRETY OF AGREEMENT This writing embodies the entire Agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of this Agreement shall be valid unless amended in writing, signed by both parties hereto, and approved by the City Commission of the City of Miami Beach. This Agreement, shall be governed by and construed according to the laws of the State of Florida. 4.18 LIMITATION OF CITY'S LIABILITY The City desires to enter into this Agreement only if in so doing the City can place a limit on the City's liability for any cause of action for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds the sum of $5,000.00. Consultant hereby expresses its willingness to enter into this Agreement with Consultant's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of $5,000.00. Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant hereby agrees that the City shall not be liable to the Consultant for damages in an amount in excess of $5,000.00, for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this paragraph or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon City's liability as set forth in Section 768.28, Florida Statutes. 4.19 Venue This Agreement shall be enforceable in Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any terms and conditions herein, exclusive venue for the enforcement of same shall lie in Dade County, Florida. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first entered above. FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: By: [I i,{ tl \ f a~LtLY City Clerk By: ~4 Mayor FOR CONSULTANT: THE BOOKKEEPERS ATTEST: ~~ Secretary If$-- // ,;;~ ': President · By: Corporate Seal: APPROVED AS TO FORI"~ & LA.NGUAGE & H)R EXECUTION F :\BUDG\$AUDlDOC98-99\AGMNTBOO,WPD -:;--I-cr)) Dat.s