Crowe Horwath AgreementPROFESSIONAl SERVICES AGREEMENT
BETWEEN THE .CITY. OF MIAMI BEACH
AND .
CROWE HORWATH LLP
.FOR
SERVICES RELATED TO AUDITING THE PROCESSESS OF ·.CERTAIN
'REGULATORY DEPARTMENTS OR DIVISIONS
This Profession(!! SeiVices Agreement ("Agreement") is entered Into this 251h day of July,
2012 (Effective Date), between the CITY OF MIAMI BEACH, FLORIDA, a .municipal
corporation organized and existing under the taws of the State of 'Florida, having its principal
offices at 1700 Convention Center Drive, Miami Beach, Flo.rld$, 33139 .(".City"), and CROWE
HORWATH LLP., an Indiana Limited Liability Partnership, whose address is 401 .E Las Olas
Blvd. Suite 1100, Ft. Lauderdale, Florida 33301. ·
Agreement:
City Manager:
Consultant:
Services:
Fee: .·
Risk Manager.
SECTION1
DEFINITIONS
This Agreement between the City and Consultant, including any
exhibits and amendments thereto.
The chief administrative officer of the City.
For the purposes of this Agreement, Consul.tant shall·be deemed to be
an independent contractor, and not an -agent or employee of the City. . .
All services, .work and actl9ns by the C.onsultant :performed or
undertaken pursuant to the Agreement.
' Amount paid to the Consultant as compensation for Services.
The Risk Manager of the City, with offices -at 1700 Convention Center
Drive, Third Floor, .Miami Beach, Florida :331'39: ielephone number
· (305) 673-7000, .Ext. 6435: and fax number .(SO!$) 673~7023.
SECTION-2
.SCOPE QE SERVICES fS!iRYICES)
2.1 In consideration of the Fee to be paid to Consultant by ·the City, Consultant shall
provlcJe ·the work and services described In Exhibit •:p;• hereto (the S.eiVioes). The
aforementioned Exhibit "A"' details ·only Phase I of·the :Project ·Plan.
The· scope of seNices for Phase II of the Project ·plan will :be negotiated during Phase
l and, Jf parties .agree to proceed with :Phase II,. it shall be done .as .an amendment to
this Agreement. ·
2.2 Consultant's Services, and any deliverable& incident thereto, shall b.e ·completed in
accordance with .the timellne and/or :schedule in ,Exhibit "A» ·her:eto.
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SECTION 3
T!;iRM
The term of this Agreement (Term) shall commence upon execution of this Agreement by all
parties hereto, as set forth in the Effective Date on page 1 hereof, and shall terminate six (6)
months from such Effective Date (unless earlier terminated as otherwise provided in this
Agreement in).
Notwithstanding the Term provided herein, Consultant shall adhere to any specific timelines,
schedules, dates, and/or performance milestones for completion and delivery of the
Services, as same is/are set forth in the timeline and/or schedule referenced in Exhibit "A"
hereto.
SECTION 4
FEE
4.1 In consideration of the Services to be provided, Consultant shall be compensated for
Phase I, in the amount of .23,000, as specified in Exhibit "A" hereto.
-4;2 The fee is to be paid upon completion by Consultant and acceptance by the Ci~y, of
the Services in Phase I, as attached in Exhibit "A'~.
4.'3 INVOICING
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 (and referenced in ·the particular invoice).
Invoices . shall include a detailed description ofthe Services-(or. portions thereof) --
provided, and ·shall be submitted to the City at the following address:
Attn: Patricia Walker, Chief financial Officer
·1100 Convention Center Drive, 3rd Floor .
Miami Beach, florida 33139
·5.1 T!;iRMINATION FOR CAUSE
SECTION 5
.TERMINATION
If the Consultant shall fail to fulfill in a timely manner, or otherwise violates, 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 term(s) of this Agreement, and shall grant
Consultant seven (7) business days to .cure such default. If such default remains
uncured after seven (7) business days, the City may terminate this Agreement
without further notice to
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Consultant. Upon termination, 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, and subject to 8. below, 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 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 Consultant. The
City shall be entitled to recover all costs of such actions, including reasonable ·
attorneys' fees subject to the limitation of liability specified in 8. below.
5.2 TERMINATION FOR CONVENIENCE OF THE CITY
THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS
CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY
TIME DURING THE TERM BY GIVING WRITTEN NOTICE TO CONSULTANT OF
SUCH TERMINATION; WHICH SHALL BECOME EFFECTIVE FIFTEEN (15)
DAYS FOLLOWING RECEIPT BY THE CONSULTANT OF SUCH NOTICE. IF THE
AGREEMENT IS TERMINATED FOR CONVENIENCE BY THE CITY,
CONSULTANT SHALL BE PAID FOR ANY SERVICES SATISFACTORILY
PERFORMED UP TO THE DATE OF .TERMINATION; FOLLOWING WHICH THE
CITY SHALL BE DISCHARGED FROM ANY AND ALL LIABILITIES, DUTIES, AND
TERMS ARISING OUT OF, OR BY VIRTUE OF, THIS AGREEMENT.
5.3 TERMINATION FOR INSOLVENCY
The City also· reserves the right to terminate the Agreel)1ent 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 E?hall be the same as provided ·for in Section 5.2.
SECTION 6
INDEMNIFICATION AND INSURANCE REQUIREMENTS
6.1 INDEMNIFIQATION
Consultant agrees to indemnify and hold harmless the City of Miami Beach and its
officers, employees, agents, and contractors, from and against any and all actions
(whether at law or in equity), claims, liabilities, losses, and expenses, including, but not
limited to, attorneys' fees and costs, for personal or bodily injury, wrongful death, loss of
or damage to property, which may arise or be alleged to have arisen directly and
proximately from the negligent acts or willful misconduct of the Consultant, its officers,
employees., agents, contractors, or any other person or. entity acting under Consultant's
control or s(lpervision during Consultant's performance of the Services pursuant to this
Agreement. 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 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 provisions of this
Section 6.1 and of this indemnification shall survive termination or expiration of this
Agreement.
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6.2 INSURANCE REQUIREMENT.§
The Consultant shall maintain and carry in full force during the Term, the following
insurance: ·
1. Consultant General Liability, in the amount of $1 ,000,000;
2. Consultant Professional Liability, in the amount of $200,000; and
3. Workers Compensation & Employers Liability, as required pursuant to Florida
Statutes.
The insurance must be furnished by insurance companies authorized to do business
in the State of Florida. All insurance policies must be issued by companies rated no
less than "B+" as to management arid not less than •iclass 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.
Consultant shall give the City at least thirty (30) days written notice prior of
termination, cancellati.on or reduction in . coverage of any insurance policy required
herein.
Original c~rtificates of insurance must be submitted to the City's Risk Manager for
approval (prior to any work and/or services commencing) and will be kept on file in the
Office of the Risk Manager. ·
The Consultant is also solely responsible for obtaining and submitting all insurance
certificates for any sub~consultants. , '
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. ·
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.
SECTION7
.LITIGATION JUR!SDICTIONNENUE/JURY TRIAL WAIVER
This Agreement shall be construed in accordance with the laws of the State of Florida. 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, Consultant and the City expressly waive
any rights either party may have to a trial by jury of any civil litigation related to or arising out
of this Agreement.
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SECTION 8
LIMITATION OF CITY•s LIABILITY
Except where it is judicially determined that Consultant acted with bad faith or intentional
misconduct, and subject to the indemnification obligations of Contractor specified in Section
6, neither the City nor Consultant's liability and the liability of their respective personnel shall
not exceed the fees actually paid to Consultant under this Agreement. This limitation of
liability shall apply to the fullest extend allowed by law, and shall apply to any alleged or
actual claim, liability or damages, including without limitation, claims, liabilities or damages
based in negligence or other tort, contract, warranty, fiduciary principles, statute or common
law. This provision shall survive termination of this Agreement in whole or in part.
SECTION 9
[INTENTIONALLY DELETED]
SECTION 10
GENERAL PROVISIONS
10.1 AUDIT AND INSPECTIONS
Upon reasonable verbal or written notice to Consultant, and at any time during normal
business hours (i.e. 9AM -5PM, Monday through Fridays, excluding nationally recognized
holidays), and as often as the City Manager may, in his/her reasonable discretion and
judgment, deem necessary, there shall be made available to the City Manager, and/or such
representatives as the City· Manager may deem to act on the City's behalf, to audit,
examine, and/ or inspect, any and all other documents and/or records relating to .all matters
covered by this Agreement. Consultant shall maintain any and all such records at its place
of business at the address set forth in the "Notices" section of this Agreement. Consultant
may retain one copy of all such documents and/or records and work product for up to seven
(7) years from termination or expiration of this Agreement. ·
1·0.2 [INTENTIONALLY DELETED]
10.3 ASSIGNMENT. TRANSFER OR SUBCONSUL TING
Consultant shall not subcontract, assign, or transfer all or any portion of any work and/or
service under this Agreement without the. prior written consent of the City Manager, which
consent, if given at all, shall be in the Manager's sole judgment and discretion. Neither this
Agreement, nor any term or provision hereof, or right hereunder, shall be assignable unl!=!SS
as approved pursuant to this Section, and any attempt to make such assignment (unless
approved) shall be void.
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10.4 PUBLIC ENTITY CRIMES
Prior to commencement of the Services, the Consultant shall file a State of Florida Form
PUR 7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity
Crimes with the City's Procurement Division.
10.5 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, marital and familial status, or
age.
1 0.6 CONFLICT OF INTEREST
The Consultant herein agrees to adhere to and be governed by all applicable Miami-Dade
. County Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami-Dade
County Code, and as may .be amended ·from time to time; and by the City of Miami Beach
Charter and Code (as some may be amended from time to time); both of which are
. incorporated by reference herein as if fully set forth herein.
The Consultant covenants that it presently has no interest and shall not · acquire any
interest, direct or indirectly, which could 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 there from.
SECTION 11
NOTICES
All notices and communications in writing required or permitted hereunder, shall be
delivered personally to the representatives of the Consultant and· the City listed below or
may be mailed by U.S. Certified Mail, return receipt requested, postage prepaid,· or by a
nationally recognized overnight delivery service. ·
Until changed by notice in writing, all such notices and communications shall be addressed
as follows:
TO CONSULTANT:
TO CITY:
John Weber
Crowe Horwath LLP
401 Las Olas 'Blvd. Suite 1100
Ft. Lauderdale, Florida, .33301
Patricia Walker, Chief'Financial Officer
170.0 Convention Center .Drive, ·arct Floor
Miami Beach, Florida 3313.9 ·
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Notice may also be provided to any other address designated by the party to receive notice if
such alternate address is provided via U.S. certified mail, return receipt requested, hand
delivered, or by overnight delivery. In the event an alternate notice address is properly provided,
notice shall be sent to such alternate address in addition to any other address which notice
would otherwise be sent, unless other delivery instruction as specifically provided for by the
party entitled to notice.
Notice shall be deemed given on the day on which personally served, or the day of receipt by
either U.S. certified mail or overnight delivery.
SECTION 12
. MISCELLANEOUS PROVISIONS
12.1 CHANGES AND ADDITIONS
This Agreement cannot be modified or amended without the express written consent of the
parties. No modification, amendment, or alteration of the terms or conditions contained herein
shall be effective unless contained in a written document executed with the same formality
and of equal dignity herewith.
12.2 SEVERABILITY
If any term or provision of this Agreement is held invalid or unenforceable, the remainder of
this Agreement shall not be affected and every other term and provision of this Agreement'
shall be valid and be enforced to the fullest extent permitted by law.
12.3 ENTIRETY OF AGREEMENT
The City and Consultant agree that this is the entire Agreement between the parties. This
Agreement supersedes all prior negotiations, correspondence, conversations, agreements or
understandings applicable to the matters contained herein, and there are no commitments,
agreements or understandings concerning the subject matter of this Agreement that are not
contained in this document. Title and paragraph headings are for convenient reference and
are not intended to confer any rights or obligations upon the parties to this Agreement.
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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:
ATTEST:
By:
City Clerk
FOR CONSULTANT:
C:\Users\PURCEstM\Desktop\PSA for Crowe HoiWath.doc
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CITY OF MIAMI BEACH, FLORIDA
J:sJ.tJ M.b~ r
Print Nam~
:APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
~~ \---:-1\ ,_~r( l:: J City Attom~ Date
Exhibit A
The purpose of this project plan is to detail the specific tasks and procedures that will be taken as part
of Phase I -Audit planning of Crowe Horwath LLP's ("Crowe") engagement with the City. The main
objective of phase 1 wiii be to finalize the scope and objectives for the audit and to develop specific
audit procedures to be performed. Though, Crowe envisions utilizing their standard operational and
performance audit approach, as outlined .in their presentation to the City; that approach was designed
to be fluid so that changes can be made to meet the specific needs and goals of the City. Crowe's
plan for Phase I is provided below:
Phase 1-Audit Planning
1. Entrance Conference
The first step of the engagement will be to conduct an entrance conference with City management and
other key project stakeholders. During The entrance conference Crowe will coordinate the project
timing, including scheduled meetings and deliverable due dates. In addition, Crowe will determine the
goals established by management which will be assessed during this project. Finally, during this
meeting, Crowe will present the major tools that they envision using during the engagement including a
project work plan and project management tools so that the City and project stakeholders will stay
abreast of the progress of the project. ·
2. Finalize Scope and Objectives
In conjunction with Miami Beach, Crowe will finalize the scope and objectives to be audited. Due to
the variable nature of the potential scope and objectives of performance audits, Crowe, and Miami
Beach, need to have an understanding of the nature and profile of the program or process to be
audited and the goals of Miami Beach. A clear definition of the Audit $cope and Audit Objectives will
be the product and deliverable for this step.
Miami Beach provided a listing of processes and departments. Therefore, Crowe have a preliminary
·understanding of the areas the City desires to cover. Specifically, Crowe will plan to perform
· procedures over the following processes:
• Fire Inspection process
• Fire Prevention Division permitting process
• Public Works Department permitting process
• Special Master process
In addition, to the 4 processes listed above, the City also has. other Departments/Divisions that are
desired to be covered for this project. These Departments/Divisions are as follows:
• Code Compliance Division*
·• Parking Enforcement Division*
• Planning Department
As part of this task, Crowe will work with the City to ensure that the four processes listed above as
still desired to be part of the project scope. In addition, Crowe will drill ctown into the Department
and Divisions listed above to determine what specific process(es), the City desires to cover as part
of this project.
Once the processes have been confirmed, Crowe will work with the City to finalize the project goals
and objectives. The City .provided three main objectives for the project. These objectives are listed
below:
·• Review organizational structure and functions
• Review department/division processes (including uses of technology)
o Review internal controls
o Review department/division operations
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• Develop recommendations on: process improvement, internal control~1 efficiencies, etc.
3. Assess Risk and Significance
Performance audit risk, similar to the risk in financial audits, is the risk that the auditor will not develop
appropriate tests or gather sufficient competent evidential matter to support findings, conclusions or
recommendations, or that there will be intentional misrepresentation or fraud related to the audit scope
or objectives. Crowe will assess risk around the audit scope and objectives to assist in the design of
appropriate audit procedures. To determine significant risks, Crowe will perform initial interviews with
City management and other key project stakeholders to determine what they view as the major issues
or concerns over the processes that part of this engagement. In addition, Crowe will review previous
audit reports (both internal and external) to determine the nature and extent of any findings that relate
to or affect the processes and/or departments covered by this project.
4. Develop Audit Program
In a performance audit, the audit must identify the criteria that will support the assertions to be tested
as well as determine what the appropriate measurement may be for the significant criterion. The last
task of Phase I will be to develop the specific procedures to be performed. Utilizing the scope and
objectives from task 2 and the risks obtained from task 3, Crowe will design procedures to analyze
the overall structure of each process along with a control and operational analysis of each process
covered under this project. Utilizing the risks obtained in task 3 will allow audit steps to be focused in
areas more significant to the objectives of the audit. ·
Once the audit program is drafted, Crowe will provide a draft of the program to the City for review ·
and concurrence. Once the plan is approved, Crowe will initiate Phase 2 of the engagement.
Deliverab/es/Outputof Phase·1 will include:
• ProjecUCommunication Plan detailing
• Objectives
• Scope
• Audit program (i.e. procedures to be performed)
• Reporting protocol
• Status report template
• Escalation and issue protocol
• Departmental material request letter
Expected Phase I timeline:
FJxed Price Cost for Phase 1-$23,000
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