Agreement with Jefferson Wells, International aofo -273
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PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH, FLORIDA
AND JEFFERSON WELLS, INTERNATIONAL
FOR AUDITS OF RESORT TAXES
AND OTHER INTERNAL AUDITS SERVICES ON AN AS NEEDED,
PURSUANT TO RFP NO. 23 -09/10
Altsvai MIL
THIS AGREEMENT made and entered into this / - d ay of Atigttst, 2010, by and
between the CITY OF MIAMI BEACH, FLORIDA a municipal corporation, having its
principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139,
(hereinafter referred to as City), and JEFFERSON WELLS INTERNATIONAL, a Florida
corporation, whose address is 401 East Las Olas Blvd Ste 1400 Ft. Lauderdale,
Florida 33301 (hereinafter referred to as Consultant),
SECTION 1
DEFINITIONS
Agreement: This Agreement between the City and Consultant.
City Manager: 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.
Services: All services, work and actions by the Consultant performed pursuant
to or undertaken under this Agreement.
Fee: Amount paid to the Consultant as compensation for. the Services.
Proposal Documents: Proposal Documents shall mean City of Miami Beach Request For
Proposals No. 23 -09/10 for AUDITS OF RESORT TAXES AND
OTHER INTERNAL AUDIT AS NEEDED, together with all
amendments thereto, issued by the City in contemplation of this
Agreement (the RFP) , and the Consultant's proposal in response
thereto (Proposal), all of which are hereby incorporated as Exhibit
"A" hereto; provided, however, that in the event of an express
conflict between the Proposal Documents and this Agreement, the
following order of precedent shall prevail: this Agreement; the RFP;
and the Proposal.
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Risk Manager The Risk Manager of the City, with offices at 1700 Convention
Center Drive, Third Floor, Miami Beach, Florida 33139, telephone
number (305) 673 -7000, Ext. 6435, and fax number 673 -7023.
SECTION 2
SCOPE OF SERVICES
2.1 The scope of work to be performed by Consultant is set forth below and in Exhibit
"A," entitled, "Scope of Services ", attached and incorporated hereto (collectively, the
"Services).
2.1.1. Resort Taxes:
Audits are to be performed on businesses registered with the City for collecting resort
taxes.
The scope of the work consists of examining the taxpayer's accounting records, such as
general ledgers, cash receipts journals, sales 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. All
taxpayers' records which are subject to, determined to be, or administered by the Resort
Tax codes are examined. Detailed testing is performed on a sampling basis.
Consultant is to follow the City's Internal Audit programs for auditing resort tax
businesses. There are separate programs for the annual filing and the monthly filing
accounts. Revenues reported in monthly filing accounts may vary by containing revenues
from rooms, food and or alcohol. City forms and programs will be provided in electronic
format. Also included in the work to be performed are the initial contact with business and
the performance of an audit which results in the issuance of a resolution letter stating the
results of the audit.
Each audit is completed by the submission of work papers and a resolution letter to the
Internal Auditor for final review and approval.
The Internal Audit Department will assign these audits. It is anticipated that the total
number of audits assigned to all of the consultants will be about 100 audits per year.
Each consultant firm must do at least 20 audits per year. Assigned audits need to be
return to the City's Auditor no later than the end of the quarter, in which they were
assigned.
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2.1.2. Internal Audits on an As Needed Basis
Internal Audits are to be performed in the areas as delineated in the City's Internal Audit
Division Risk Assessment Model. The Internal Audit Division is responsible for auditing
these areas according to their annual audit objectives: Occasionally the City
Administration may determine a need to audit a particular area where by the Internal Audit
Division does not have the resources to audit at a particular time
The scope of the work for internal; audits will be contingent to the type of audit requested.
Audit work should be performed in accordance to governmental auditing standards.
Contractor is to develop audit programs for the scope of work provided. Audit findings are
to be presented to City Administration. Prior to authorizing on an Internal audit, the
successful proposer will be required to submit a fixed price proposal based on the number
of hours estimated to complete the work and a price per hour that is Tess than or equal to
the per hour proposal price. The City shall, it sole option, determine whether to proceed
with the scope of work. Each audit is completed by the submission a final report accepted
by the City.
The City will assign these audits as needed depending upon funding.
SECTION 3
COMPENSATION
3.1 FIXED FEE
Consultant shall be compensated for the Services, as set forth in Section 2 and
Exhibit A, as follows: (a) For audits of entities required to collect and remit Resort Taxes,
$1,200 per review completed on monthly filers, $1,200 per review completed on quarterly
filers, and $ 800 per review completed on annual filers; (b) For internal audits on an as
needed basis, per agreed fixed price based upon the number of hours estimate to
complete the work and a price per hour that is less than or equal to the per hour proposal
price.
3.2 INVOICING
Consultant shall submit an invoice, which includes the purchase order number and
a detailed description of the Services (or portion thereof) provided.
3.3 METHOD OF PAYMENT
Upon receipt of an acceptable and approved invoice, payment(s) shall be made
within thirty (30) days for that portion (or those portions) of the Services satisfactorily
rendered (an referenced in the particular invoice.)
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Consultant shall mail all invoices to:
City of Miami Beach
Internal Audit
1700 Convention Center Drive
3rd Floor
Miami, Florida 33139
SECTION 4
GENERAL PROVISIONS
4.1 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;
ordinances, and regulations of the City, Miami -Dade County, State of Florida, and Federal '
Government.
4.2 PUBLIC ENTITY CRIMES
A State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a)
Florida Statute on Public Entity Crimes shall be filed with the City's Procurement Division,
prior to commencement of the Services herein.
4.3 TERM •
The term of this Agreement (Term) shall be for a period of one (1) year,
commencing on the date this Agreement is executed by all parties hereto. The City may,
at its sole option and discretion, and upon written notice to Consultant, renew the
Agreement for two (2) additional one(1) year terms, subject to the same terms and
conditions set forth herein. Notwithstanding the preceding, the Services to be rendered by
the Consultant shall be commenced only upon receipt of a written Notice to Proceed from
the City.
4.4 INDEMNIFICATION
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, at law or in equity, which
may arise or be alleged to have arisen from the negligent acts, errors, omissions or other
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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
judgments 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 the Services under this Agreement is
the specific consideration from the City to the Consultant for the Consultant's Indemnity
Agreement. The provision of this section 4.4 and of this indemnification shall survive
termination or expiration of this Agreement.
4.5. TERMINATION, SUSPENSION AND SANCTIONS
4.5.1 Termination for Cause
If 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,
through its City Manager, shall thereupon have the right to terminate this Agreement for
cause. 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 seven (7) days to cure such default. If such default remains uncured after
seven (7) days, the City, upon three (3) days' notice to Consultant, may terminate this
Agreement and the City shall be fully discharged from any and all liabilities, duties and
terms arising out of, or by virtue of, this Agreement.
Notwithstanding the above, the Consultant shall not be relieved of liability to
the City for damages sustained by the City by any breach of the Agreement by the
Consultant. The City, at its sole option and discretion, shall additionally be entitled to
bring any and all legal /equitable actions that it deems to be in its best interest in order to
enforce the City's right and remedies against the defaulting party. The City shall be
entitled to recover all costs of such actions, including reasonable attorneys' fees. To the
extent allowed by law, the defaulting party waives its right to jury trial and its right to
bring permissive counter claims against the City in any such action.
4.5.2 Termination for Convenience of City
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NOTWITHSTANDING SECTION 4.5.1, THE CITY MAY ALSO, THROUGH
ITS CITY MANAGER, AND FOR ITS CONVENIENCE AND WITHOUT CAUSE,
TERMINATE THE AGREEMENT AT ANY TIME DURING THE TERM HEREOF BY
GIVING WRITTEN NOTICE TO CONSULTANT OF SUCH TERMINATION; WHICH
SHALL BECOME EFFECTIVE WITHIN SEVEN (7) DAYS FOLLOWING RECEIPT BY
THE CONSULTANT OF SUCH NOTICE. IN THAT EVENT, ALL FINISHED OR
UNFINISHED DOCUMENTS, AND ANYOTHER MATERIALS, AS DESCRIBED IN
SECTION .2 AND IN EXHIBIT "A ", SHALL BE PROPERLY ASSEMBLED AND
DELIVERED TO THE CITY AT CONSULTANT'S SOLE COST AND EXPENSE. IF
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THE AGREEMENT IS TERMINATED BY THE CITY AS PROVIDED IN THIS
SUBSECTION, CONSULTANT SHALL BE PAID FOR ANY SERVICES
SATISFACTORILY PERFORMED, UP TO THE DATE OF TERMINATION.;
PROVIDED, HOWEVER, THAT AS A CONDITION PRECEDENT TO SUCH
PAYMENT, CONSULTANT SHALL HAVE DELIVERED ANY AND ALL DOCUMENTS,
MATERIALS, ETC, TO CITY. AS REQUIRED HEREIN. FOLLOWING THE
AFORESTATED PAYMENT BY THE CITY, THE CITY SHALL BE DISCHARGED
FROM ANY AND ALL LIABILITIES, DUTIES, AND TERMS ARISING OUT OF, OR BY
VIRTUE OF, THIS AGREEMENT.
4.5.3 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 4.5.2.
4.6 CHANGES AND ADDITIONS
This Agreement shall not be modified or amended without the express written
consent of the parties. No modification, amendment, or alteration, of the terms or
conditions of this Agreement shall be effective unless contained in a written document,
signed by both parties hereto.
4.7 OWNERSHIP OF DOCUMENTS
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 re'use, distribution, or dissemination of same by Consultant,
other than to the City, shall first be approved in writing by the City Manager.
4.8 INSURANCE REQUIREMENTS
The Consultant shall not commence any work and/ or services 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 the following insurance:
1. Consultant Professional Liability, in the amount of $500,000.
2. Workers Compensation & Employers Liability, as required pursuant to Florida
Statute.
The insurance must be furnished by insurance companies authorized to do
business in the State of Florida. Original certificates of insurance for the above coverage
must be submitted to the City's. Risk Manager for approval prior to any work and or
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services commencing. These certificates will be kept on file in the office of the Risk
Manager, 3rd Floor, City Hall. The Consultant is also solely responsible for obtaining and
submitting all insurance certificates for any sub - contractors.
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.
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 coverage.
4.8.1 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.
4.8.2 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.
4.9 ASSIGNMENT, TRANSFER OR SUBCONTRACTING
The Consultant shall not subcontract, assign, or transfer any work under
this Agreement in whole or in part, without the prior written consent of the City.
4.10 SUB - CONTRACTORS
The Consultant shall be liable for the Consultant's services, responsibilities
and liabilities under this Agreement and the services, responsibilities and liabilities of
sub- contractors, and any other person or entity acting under the direction or control of
the Consultant. When the term "Consultant" is used in this Agreement, it shall be
deemed to include any sub- contractors and any other person or entity acting under the
direction or control of Consultant. All sub-contractors must be approved in writing by
the City prior to their engagement by Consultant.
4.11 EQUAL EMPLOYMENT OPPORTUNITY
In connection with the performance of the Services, the Consultant shall
not discriminate against any employee or applicant for employment because of race,
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color, national origin, religion, sex, gender, identity, sexual orientation, disability,
martial and familial status or age.
4.12 CONFLICT OF INTEREST
The Consultant agrees to adhere to and be governed by the Metropolitan
Miami -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 Agreement 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.
4.13 PATENT RIGHTS; COPYRIGHTS; CONFIDENTIAL FINDINGS
Any patentable result arising out of this Agreement, as well as all
information, 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 sub - contractors, without the prior
written consent of the City Manager.
4.14 NOTICES
All 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).
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Until changed by notice in writing, all such notices and communications
shall be addressed as follows:
TO CONSULTANT: JEFFERSON WELLS INTERNATIONAL
401 East Las Olas Blvd, Ste 1400
Ft. Lauderdale, Florida 33301
Attn: Liana 0' Drobinak
(813) 393 -5500
TO CITY: City of Miami Beach, Florida
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Office of Budget and Performance Improvement
1700 Convention Center Drive
3 Floor
Miami Beach, Florida 33139
Attn: James Sutter, Internal Auditor
(305) 673 -7020
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.
4.15 LITIGATION JURISDICTIONNENUE
This Agreement shall be enforceable in Miami -Dade County, Florida, and if
legal action is necessary by either party with respect to the enforcement of any or all of
the terms or conditions herein, exclusive venue for the enforcement of same shall lie in
Miami -Dade County, Florida.
BY ENTERING INTO THIS . AGREEMENT, THE CONSULTANT
EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY
CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT.
4.16 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 $1,000. 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 $1,000.
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 $1,000 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 the City's liability as set
forth in Section 768.28, Florida Statutes.
4.17 ENTIRETY OF AGREEMENT
This writing and the Services embody 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
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superceded hereby. The Services and the Proposal Documents are hereby
incorporated by reference into this Agreement.
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 t /.I3/.! ., gid /
City Clerk Ma , Or •
Robert Parcher . Matti Herrera Bower
/ r At vck ao)o /S d 2-ol
Date Date
FOR CONTRACTOR:. JEFFERSON WELLS
INTERNATIONAL, INC.
ATTEST:
`Bye, A C r / (1M 0
Secrets =:. .: A,1t U r`6 _Nt'rez r
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Print Name u Print Name
1 (d ID q/ 40/
Date Date
Attachments: Exhibit "A" — .Request for Proposals No. 23- 09/10, Addendums hereto,
and Proposer's response to the RFP. APPROVED AS TO
FORM & LANGUAGE
• & FOR EXECUTION
r4 Ac - .riyCi 4 t tome , Y Date
EXHIBIT "A"
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