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PSA with RGL Forensics • ao/o X 7 352__ PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND RGL FORENSICS FOR AUDITS OF RESORT TAXES AND OTHER INTERNAL AUDITS SERVICES ON AN AS NEEDED, PURSUANT TO RFP NO. 23-09/10 22. Ockber THIS AGREEMENT made and entered into this day of Asst, 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 RGL FORENSICS, a Florida corporation, whose address is 100 Southeast 3rd Ave Ft. Lauderdale, FI. 33394 Ste 1515 (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. 1 s , 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 (305) 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. 2 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, $1,472.50 per review completed on monthly filers, $1,472.50 per review completed on quarterly filers, and $ 627 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.) 3 Consultant shall mail all invoices to: City of Miami Beach Internal Audit 1700 Convention Center Drive 3 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, Toss 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 4 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 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 5 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 6 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, 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). Until changed by notice in writing, all such notices and communications shall be addressed as follows: TO CONSULTANT: RGL Forensics 100 Southeast 3 Ave Ste 1515 Ft. Lauderdale, FI. 33394 Attn: M. Ali Ansari (954) 763 -6278 TO CITY: City of Miami Beach, Florida 8 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 9 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: AA d a'\ f B laAAA . [11.‘ ,City Clerk Ma or Robert Parcher Matti Herrera Bower i012.2.12-010 (Q 12-2_126(6 Date Date FOR CONTRACTOR: RGL FORENSICS ATTEST: By M Pc2%P'cNNE. LED N 1`t . t,.1 AN, Print Name Print Name n. ht., AwsAik 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 . it FOR EXECUTION 10 " etlAt(0 �� '4 1 •7 .me f'�� Date v • EXHIBIT "A" 11