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PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
AND
CROWE HORWATH, LLP
FOR
AUDITING SERVICES, PURSUANT TO
RFP # 2014-276-LR
This Professional Services Agreement ("Agreement") is entered into this 29th day of October,
2014, between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation organized
and existing under the laws of the State of Florida, having its principal offices at 1700
Convention Center Drive, Miami Beach, Florida, 33139 ("City"), and CROWE HORWATH, a
LLP whose address is 401 East Las Olas Boulevard, Suite 1100, Fort Lauderdale, Florida
33301-4230 (Consultant).
SECTION 1
DEFINITIONS
Agreement: This Agreement between the City and Consultant, including any
exhibits and amendments thereto.
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 or
undertaken pursuant to the Agreement.-
Fee: Amount paid to the Consultant as compensation for Services.
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.
Proposal Documents: Proposal Documents shall mean City of Miami Beach RFP No. 2014-
276-LR for Auditing Services, together with all amendments thereto,
issued by the City in contemplation of this Agreement RFP and the
Consultant's proposal in response thereto (Proposal), all of which are
hereby incorporated and made a part hereof; 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.
CAFR: Comprehensive Annual Financial Report
RDA: Miami Beach Redevelopment Agency
PSF: Miami Beach Parking System Fund
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VCA: Miami Beach Visitors Convention Authority
BBC: Building Better Communities
CT: Children's Trust
SNP: Safe Neighborhood Parks Bond Program
SECTION 2
SCOPE OF SERVICES (SERVICES)
2.1 In consideration of the Fee to be paid to Consultant by the City, Consultant shall provide
the work and services described in Exhibit "A" hereto (the Services).
2.2 Consultant's Services, and any deliverables incident thereto, shall be completed in
accordance with the timeline and/or schedule in Exhibit"A" hereto.
SECTION 3
TERM
The term of this Agreement (Term) shall commence upon execution of this Agreement by all
parties hereto, and shall have an initial term of three (3) years commencing with the City
Fiscal Year ending on September 30, 2014 with a two year renewal option, to be exercised at
the City Manager's sole option and discretion, by providing Consultant with written notice of
same no less than thirty(30) days prior to the expiration of the initial term.
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 on
a fixed fee basis, see Exhibit "B".
4.2 ADDITIONAL SERVICES TO BE SPECIFICALLY REQUESTED BY THE CITY
In the event that, during the Term of the Agreement, the City, in its sole discretion and
judgment, determines that there is a need for additional services not contemplated within this
Agreement, such services will be performed at the following hourly billing rates, which will be
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adjusted each year, commensurate to each year's compensation increase as set forth in
Exhibit "B":
Hourly Billing Rates
Partner $400
Director 220
Manager 175
Senior 150
Staff 115
Additional services will only be performed by the Consultant following receipt of written
authorization from the City, which authorization must be secured prior to commencement of
said service(s).
4.3 Upon review and approval of the invoice by the City, the City will make its best efforts
to pay the Auditor within thirty (30) days of the receipt of invoice.
4.4 INVOICING
The Auditor shall be entitled to invoice monthly for the portion(s) of Services completed.
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 of the Services (or portions thereof) provided,
and shall be submitted to the City at the following address:
City of Miami Beach
Finance Department
1700 Convention Center Drive
Td Floor
Miami Beach, Florida 33139
SECTION 5
TERMINATION
5.1 TERMINATION FOR CAUSE
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 ten (10) days to cure such default. If such default remains uncured after
ten (10) days, the City may terminate this Agreement without further notice to
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.
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Notwithstanding he above the Consultant shall not be relieved of liability to the City
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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.
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 WITHIN THIRTY (30)
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 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 5.2.
SECTION 6
INDEMNIFICATION AND INSURANCE REQUIREMENTS
6.1 INDEMNIFICATION
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, economic or bodily injury, wrongful death, loss of or damage to
property, which may arise or be alleged to have arisen from the negligent acts, errors,
omissions or other wrongful conduct of the Consultant, its officers, employees, agents,
contractors, or any other person or entity acting under Consultant's control or supervision, in
connection with, related to, or as a result of the 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 REQUIREMENTS [NOTE: INSURANCE TYPES AND LIMITS
BELOW SHOULD ALWAYS BE SAME AS WHAT WAS SPECIFICED IN BID
DOCUMENTS]
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$3,000,000; 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 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.
Consultant shall endeavor to provide not less than thirty (30) days prior written notice of
termination, cancellation or reduction in coverage in the policy, unless comparable coverage
is promptly secured.
Original certificates 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 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.
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.
SECTION 7
LITIGATION JURISDICTION/VENUE/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
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
$10,000. 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$10,000.
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 $10,000 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 section 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.
SECTION 9
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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 Manger 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.
10.2 [INTENTIONALLY DELETED]
10.3 ASSIGNMENT, TRANSFER OR SUBCONSULTING
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 unless
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as approved pursuant to this Section, and any attempt to make such assignment (unless
approved) shall be void.
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.
10.6 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.
10.7 TRAVEL Any travel in connection with this Agreement must be pre-approved by the
City. All travel expenses will be reimbursed in accordance with the requirements of Section
112.061, Florida Statutes.
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: Crowe Horwath, LLP
Attn: John C. Weber
401 East Las Olas Boulevard, Suite 1100
Fort Lauderdale, Florida 33301-4230
(813) 209- 2585
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TO CITY: City of Miami Beach
Attn: Patricia Walker
Chief Financial Officer
1700 Convention Center Drive
Miami Beach, Florida 33139
(305) 673-7574
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. The
Auditor's engagement letter, included in Exhibit "C", is hereby incorporated by reference into
this Agreement provided, however, that in the event of an express conflict between the
Auditor's engagement letter and this Agreement, the Agreement shall prevail.
12.4 CONSULTANT'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
Pursuant to Section 119.0701 of the Florida Statutes, if the Consultant meets the definition of
"Contractor" as defined in Section 119.0701(1)(a), the Consultant shall:
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a) Keep and maintain public records that ordinarily and necessarily would be required by
the public agency in order to perform the service;
b) Provide the public with access to public records on the same terms and conditions
that the public agency would provide the records and at a cost that does not exceed
the cost provided in this chapter or as otherwise provided by law;
c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law; and
d) Meet all requirements for retaining public records and transfer to the City, at no City
cost, all public records created, received, maintained and/or directly related to the
performance of this Agreement that are in possession of the Consultant upon
termination of this Agreement. Upon termination of this Agreement, the Consultant
shall destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. All records stored electronically must
be provided to the City in a format that is compatible with the information technology
systems of the City.
For purposes of this Article, the term "public records" shall mean all documents, papers,
letters, maps, books, tapes, photographs, films, sound recordings, data processing software,
or other material, regardless of the physical form, characteristics, or means of transmission,
made or received pursuant to law or ordinance or in connection with the transaction of official
business of the City.
Consultant's failure to comply with the public records disclosure requirement set forth in
Section 119.0701 of the Florida Statutes shall be a breach of this Agreement.
In the event the Consultant does not comply with the public records disclosure requirement
set forth in Section 119.0701 of the Florida Statutes, the City may, at the City's sole
discretion, avail itself of the remedies set forth under this Agreement and available at law.
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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: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
By.
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FOR CONSULTANT: CROWE HORWARTH, LLP
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APPROVED AS TO
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EXHIBIT A
SCOPE OF SERVICES (SERVICES)
GENERAL
The Consultant agrees to provide the City with those certain independent
auditing services, as set forth in the Proposal Documents (Exhibit "A"
hereto), and as further described in this Section 2.
MIAMI BEACH
1. CAFR — The auditor will prepare and issue an auditor's opinion and
conduct an audit of the City's CAFR in accordance with Generally
Accepted Auditing Standards (GRAS) and the standards applicable to
financial audits contained in Government Auditing Standards, issued by
the Controller General of the United States. The examination must be
made in accordance with the guidelines prepared by the Governmental
Finance Officers Association (GFOA) in order for the City to apply for the
Certificate of Achievement for Excellence in Financial Reporting. On an
annual basis, the City will prepare the CAFR for auditing. The auditors will
provide guidance with the implementation of Governmental Accounting
Standard Board (GASB) statements as necessary.
The audit firm shall issue an audit opinion to the City no later than 180
days following the fiscal year end.
2. OMB A-133 Single Audits - The auditor must perform an audit in
accordance with auditing standards generally accepted in the United
States of America; the standards applicable to financial audits contained in
Government Auditing Standards, issued by the Comptroller General of the
United States; and OMB Circular A-133, Audits of States, Local
Governments, and Non-Profit Organizations. The auditor must issue an
Independent Auditors' Report on Internal Control over Financial Reporting
and on Compliance, Independent Auditors' Report on Compliance and
Internal Control over Compliance Applicable to Each Major Federal
Program and State Project, and Schedule of Findings and Questioned
Costs. The City will prepare the Schedule of Expenditure of Federal
Awards and State Financial Assistance.
The audit firm shall issue the single audit report and data collections form
to the City no later than 180 days following the fiscal year end.
3. Management Letter in Accordance with the Rules of the Auditor
General of the State of Florida - The auditor firm shall issue a
management letter to the City no later than 180 days following the fiscal
year end.
4. RDA — The City issues stand-alone basic financial statements for the
RDA, a blended component unit of the City. The auditor will prepare and
issue an auditor's opinion and conduct an audit of the RDA basic financial
statements in accordance with Generally Accepted Auditing Standards
(GAAS) and the standards applicable to financial audits contained in
Government Auditing Standards, issued by the Controller General of the
United States.
The financial statements, footnotes and schedules are to be prepared by
the auditor. The audit firm shall issue the RDA basic financial statements
to the City no later than 180 days following the fiscal year end.
5. PSF- The City issues stand-alone financial statements for the PSF, a
major enterprise fund of the City. The auditor will prepare and issue an
auditor's opinion and conduct an audit of the PSF financial statements in
accordance with Generally Accepted Auditing Standards (GAAS) and the
standards applicable to financial audits contained in Government Auditing
Standards, issued by the Controller General of the United States.
The financial statements, footnotes and schedules are to be prepared by
the auditor. The audit firm shall issue the PSF basic financial statements
to the City no later than 150 days following the fiscal year end.
6. VCA- The City issues stand-alone basic financial statements for the VCA,
a discretely presented component unit of the City. The auditor will prepare
and issue an auditor's opinion and conduct an audit of the VCA financial
statements in accordance with Generally Accepted Auditing Standards
(GAAS) and the standards applicable to financial audits contained in
Government Auditing Standards, issued by the Controller General of the
United States.
The financial statements, footnotes and schedules are to be prepared by
the auditor. The audit firm shall issue the VCA basic financial statements
to the City no later than 90 days following the fiscal year end.
7. GS- The City issues special purpose financial statements for assets,
liabilities, revenues, and expenses of the Miami Beach Convention Center,
as managed by GS. The auditor will prepare and issue an auditor's
opinion and conduct an audit of the GS assets, liabilities, revenues and
expenses in accordance with Generally Accepted Auditing Standards
(GAAS) and the standards applicable to financial audits contained in
Government Auditing Standards, issued by the Controller General of the
United States.
The financial statements, footnotes and schedules are to be prepared by
the auditor. The audit firm shall issue the GS special purpose financial
statements to the City no later than 90 days following the fiscal year end.
8. SNP- The SNP governing Miami-Dade County ordinance No. 96-115
requires that an annual independent audit of all bond funds be conducted.
The auditor will conduct an audit in compliance with the grant agreement,
SNP ordinance No. 96-115, applicable resolution and the SNP
Administrative Rules.
The audit report, notes and schedules are to be prepared by the auditor.
The audit firm shall issue the SNB to the City no later than 90 days
following the fiscal year end.
9. CT - The City receives funds from the Children's Trust Fund Program and
the Children's Trust requires an audit in accordance with the Children's
Trust Contractual Agreements, AU-C 935 and Statement on Auditing
Standards No. 117.
The audit report, notes and schedules are to be prepared by the auditor.
The audit firm shall issue the CT to the City no later than 90 days following
the fiscal year end.
10.BBC - The City receives funds from Miami-Dade County for the Building
Better Communities Bond Project and the Building Better Communities
Bond Project requires an audit in accordance with Miami-Dade County
Ordinance 05-47, applicable resolutions, and Building Better Communities
Administration Rule.
The audit report, notes and schedules are to be prepared by the auditor.
The audit firm shall issue the SNB to the City no later than 90 days
following the fiscal year end.
Other:
In the event that, during the Term of the Agreement, the City, in its sole
discretion and judgment, determines that there is a need for additional
services not contemplated within the Agreement, such services will be
performed at the hourly billing rates set forth in the agreement.
EXHIBIT B
PROPOSAL TENDER FORM
Failure to submit Section • Form, • fully executed by deadline est.• •r for
receipt of proposals will result in proposal being •• -• non-responsive anr being •r
Proposer affirms that the prices stated on the proposal price form below represents the entire cost of the items in full
accordance with the requirements of this RFP, inclusive of its terms,conditions, specifications and other requirements
stated herein, and that no claim will be made on account of any increase in wage scales, material prices, delivery
delays, taxes, insurance, cost indexes or any other unless a cost escalation provision is allowed herein and has been
exercised by the City Manager in advance. The Cost Proposal Form(Section 5)shall be completed mechanically or, if
manually, in ink. Proposal Tender Forms (Section 5) completed in pencil shall be deemed non-responsive. All
corrections on the Proposal Tender Form(Section 5)shall be initialed.
GROUP I.Auditing Services - Prices submitted in proposal package are to be held for the five(5)year
contract period.
Auditing Services
Please provide fee on an annual basis for each
services listed below: 2014 2015 2016 2017 2018
1 Audit of City's Basic Financial Statement(CAFR) $107,000 $107,000 $110,200 $113,500 $116,900
2 OMB A-133 Single Audits 22,000 22,000 22,600 23,200 23,900
3 Management Letter in Accordance with the
Rules of the Auditor General of the State of
Florida 1,000 1,000 1,000 1,000 1,000
4 Miami Beach Redevelopment Agency(RDA) 19,000 19,000 19,500 20,100 20,700
5 Miami Beach Parking Systems Funds(PSF) 19,000 19,000 19,500 20,100 20,700
6 Miami Beach Visitor and Convention Authority
VCA 17,000 17,000 17,500 18,000 18,500
Miami Beach Convention Center as Managed by
7 Global Spectrum(GS)
17,000 17,000 17,500 18,000 18,500
8 Safe Neighborhood Parks Single Audit SNP 9,000 9,000 9,200 9,500 9,800
9 Children's Trust(CT) 9,000 9,000 9,200 9,500 9,800
10 Building Better Communities(BBC) 8,000 8,000 8,200 8,500 8,800
$ $228,000 $ $228,000 $ $234,400 $ $241,400 $ $248,600
EXHIBIT C
n Crowe Horwath.
Crowe Horvath LLP
Independent Member Crowe Horwath International
401 East Las Olas Boulevard,Suite 1100
Fort Lauderdale,Florida 33301-4230
Tel 954.202.8600
Fax 954.202.8639
www.crowehorwath.com
October 30, 2014
The Honorable Mayor and
The Members of the City Commissioners
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
This letter confirms the arrangements for Crowe Horwath LLP ("Crowe" or"us" or"we" or"our") to provide
the professional services discussed in this letter to the City of Miami Beach (the "City" or"you" or"your")
for the years ending September 30, 2014, 2015 and 2016 with an option to extend for two (2) additional
one (1) year periods. The External Independent Auditing Services Contract No. RFP 2014-276-LR (the
"Contract") between Crowe and the City is an integral part of this letter, and its terms are incorporated
herein by reference.
AUDIT SERVICES
Our Responsibilities
We will audit and report on the financial statements of the governmental activities, the business-type
activities, the aggregate discretely presented component units, each major fund, and the aggregate
remaining fund information which collectively comprise the basic financial statements of the City for the
period indicated. We will also audit and report on the individual fund financial statements of the Miami
Beach Redevelopment Agency, the Miami Beach Parking System Funds, the Miami Beach Visitor and
Convention Authority, and the Miami Beach Convention Center.
In addition to our report on the financial statements, we plan to evaluate the presentation of the following
supplementary information in relation to the financial statements as a whole, and to report on whether this
supplementary information is fairly stated, in all material respects, in relation to the financial statements as
a whole.
• Schedule of expenditures of federal awards and state financial assistance
• Combining and Individual Fund Financial Statements and Schedules
In addition to our report on the financial statements, we also plan to perform specified procedures in order
to describe in our report whether the following required supplementary information is presented in
accordance with applicable guidelines. However, we will not express an opinion or provide any
assurance on this information due to our limited procedures.
• Management's Discussion and Analysis
• Budgetary Comparison Schedules
• Schedule of Funding Progress (Pension and/or OPEB)
The document will also include the following additional information that will not be subjected to the
auditing procedures applied in our audit of the financial statements, and for which our auditor's report will
disclaim an opinion:
The Honorable Mayor and
The Members of the City Commissioners
City of Miami Beach
October 23, 2014
Page 2
• Introductory Section of the Comprehensive Annual Financial Report
• Statistical and Disclosure Section of the Comprehensive Annual Financial Report
The objective of the audit is the expression of an opinion on the financial statements. We will plan and
perform the audit in accordance with auditing standards generally accepted in the United States of
America; the standards for financial audits contained in Government Auditing Standards, issued by the
Comptroller General of the United States; the Single Audit Act Amendments of 1996; the provisions of
OMB Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations; and Chapter
10.550, Rules of the Auditor General. Those standards require that we obtain reasonable, rather than
absolute, assurance about whether the financial statements are free of material misstatement whether
caused by error or fraud, and that we report on the schedule of expenditures of federal awards and state
financial assistance (as noted above), and on your compliance with laws and regulations and on its
internal controls as required for a Single Audit. Because of inherent limitations of an audit, together with
the inherent limitations of internal control, an unavoidable risk that some material misstatements may not
be detected exists, even though the audit is properly planned and performed in accordance with
applicable standards. An audit is not designed to detect error or fraud that is immaterial to the financial
statements.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial statements. The procedures selected depend on the auditor's judgment including the
assessment of the risks that the financial statements could be misstated by an amount we believe would
influence the financial statement users. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of significant accounting estimates made by
management, as well as evaluating the overall presentation of the financial statements.
In making our risk assessments, we consider internal control relevant to the preparation and fair
presentation of the financial statements in order to design audit procedures that are appropriate in the
circumstances but not for the purpose of expressing an opinion on the effectiveness of the City's internal
control. However, we will communicate in writing to those charged with governance and management
concerning any significant deficiencies or material weaknesses in internal control relevant to the audit of
the financial statements that we have identified during the audit. We will communicate to management
other deficiencies in internal control identified during the audit that have not been communicated to
management by other parties and that, in our professional judgment, are of sufficient importance to merit
management's attention. We will also communicate certain matters related to the conduct of the audit to
those charged with governance, including (1) fraud involving senior management, and fraud (whether
caused by senior management or other employees) that causes a material misstatement of the financial
statements, (2) illegal acts that come to our attention (unless they are clearly inconsequential) (3)
disagreements with management and other significant difficulties encountered in performing the audit and
(4)various matters related to the City's accounting policies and financial statements. Our engagement is
not designed to address legal or regulatory matters, which matters should be discussed by you with your
legal counsel.
We expect to issue a written report upon completion of our audit of the financial statements. Our report
will be addressed to the City Commissioners of the City. Circumstances may arise in which it is
necessary for us to modify our opinion, add an emphasis of matter or other matter paragraph, or withdraw
from the engagement.
In addition to our report on the financial statements and supplementary information, we plan to issue the
following reports:
• Independent Auditor's Report on Internal Control Over Financial Reporting and on Compliance
and Other Matters Based on an Audit of Financial Statements Performed in Accordance with
The Honorable Mayor and
The Members of the City Commissioners
City of Miami Beach
October 23, 2014
Page 3
Government Auditing Standards—The purpose of this report is solely to describe the scope of
our testing of internal control over financial reporting and compliance and the results of that
testing, and not to provide an opinion on internal control over financial reporting or on
compliance. This report is an integral part of an audit performed in accordance with Government
Auditing Standards in considering the City's internal control and compliance. Accordingly, this
communication is not suitable for any other purpose.
• Independent Auditor's Report on Compliance for Each Major Federal Program and Report on
Internal Control Over Compliance--The purpose of this report on internal control over
compliance is solely to describe the scope of our testing of internal control over compliance and
the results of that testing based on the requirements of OMB Circular A-133. Accordingly, this
report is not suitable for any other purpose.
• Management letter in accordance with Chapter 10.550, Rules of the Auditor General
We will also perform tests of controls including testing underlying transactions, as required by OMB
Circular A-133 and the Florida Single Audit Act, to evaluate the effectiveness of the design and operation
of controls that we consider relevant to preventing or detecting material noncompliance with compliance
requirements applicable to each of your major federal programs and state projects. We will determine
major programs in accordance with OMB Circular A-133 and the Florida Single Audit Act. Our tests will
be less in scope than would be necessary to render an opinion on these controls and, accordingly, no
opinion will be expressed. We will inform you of any deficiencies or other matters involving internal
control, if any, as required by OMB Circular A-133 and the Florida Single Audit Act.
As part of obtaining reasonable assurance about whether the financial statements are free of material
misstatement, we will also perform tests of your compliance with applicable laws, regulations, contracts
and grants. However, because of the concept of reasonable assurance and because we will not perform
a detailed examination of all transactions, there is a risk that material errors, irregularities, or illegal acts,
including fraud or defalcations, may exist and not be detected by us. The objective of our audit of
compliance relative to the financial statements will not be to provide an opinion on overall compliance with
such provisions, and we will not express such an opinion. We will advise you, however, of any matters of
that nature that come to our attention, unless they are clearly inconsequential.
OMB Circular A-133 and the Florida Single Audit Act require that we plan and perform the audit to obtain
reasonable assurance about whether you have complied with certain provisions of laws, regulations,
contracts and grants. Our procedures will consist of the applicable procedures described in the OMB
Circular A-133 and Florida Single Act Compliance Supplements for the types of compliance requirements
that could have a direct and material effect on each of your major federal programs and state projects.
The purpose of our audit will be to express an opinion on your compliance with requirements applicable to
major federal programs and state projects. Because an audit is designed to provide reasonable
assurance, but not absolute assurance, the audit is not designed to detect immaterial violations or
instances of noncompliance.
Our audit and work product are intended for the benefit and use of the City only. The audit will not be
planned or conducted in contemplation of reliance by any other party or with respect to any specific
transaction and is not intended to benefit or influence any other party. Therefore, items of possible
interest to a third party may not be specifically addressed or matters may exist that could be assessed
differently by a third party
The working papers for this engagement are the property of Crowe and constitute confidential
information. However, we may be requested to make certain working papers available to your oversight
agency or grantors pursuant to authority given to them by law, regulation, or contract. If requested,
access to such working papers will be provided under the supervision of our personnel. Furthermore,
I
J
The Honorable Mayor and
The Members of the City Commissioners
City of Miami Beach
October 23, 2014
Page 4
upon request, we may provide photocopies of selected working papers to your oversight agency or
grantors. The working papers for this engagement will be retained for a minimum of three years after the
date our report is issued or for any additional period requested by the oversight agency or pass-through
entity. If we are aware that a federal or state awarding agency, pass-through entity, or auditee is
contesting an audit finding, we will contact the party contesting the audit finding for guidance prior to
destroying the working papers.
Government Auditing Standards require that we provide you with a copy of our most recent peer review
report, which accompanies this letter along with the related letter of comment and responses thereto.
The City's Responsibilities
The City's management is responsible for the preparation and fair presentation of the financial statements
in accordance with accounting principles generally accepted in the United States of America.
Management is also responsible for the design, implementation and maintenance of internal control
relevant to the preparation and fair presentation of financial statements that are free from material
misstatement, whether due to error or fraud. The City's management is also responsible for complying
with applicable laws, regulations, contracts and grants and such responsibility extends to identifying the
requirements and designing internal control policies and procedures to provide reasonable assurance that
compliance is achieved. Additionally, as required by OMB Circular A-133 and the Florida Single Audit
Act, it is management's responsibility to follow up and take corrective action on reported audit findings
and to prepare a summary schedule of prior audit findings, which should be available for our review, and
a corrective action plan.
Management has the responsibility to adopt sound accounting policies, maintain an adequate and
efficient accounting system, safeguard assets, and design and implement programs and controls to
prevent and detect fraud. Management's judgments are typically based on its knowledge and experience
about past and current events and its expected courses of action. Management's responsibility for
financial reporting includes establishing a process to prepare the accounting estimates included in the
financial statements.
Management is responsible for providing to us, on a timely basis, all information of which management is
aware that is relevant to the preparation and fair presentation of the financial statements, such as
records, documentation, and other matters. Management is also responsible for providing such other
additional information we may request for the purpose of the audit and unrestricted access to persons
within the City from whom we determine it necessary to obtain audit evidence. Additionally, those
charged with governance are responsible for informing us of their views about the risks of fraud within the
City, and their knowledge of any fraud or suspected fraud affecting the City.
Management is responsible for adjusting the financial statements to correct material misstatements
related to accounts or disclosures. As part of our audit process, we will request from management written
confirmation concerning representations made to us in connection with the audit, including that the effects
of any uncorrected misstatements aggregated by us during the audit are immaterial, both individually and
in the aggregate, to the financial statements and to compliance with the requirements of its federal
programs and state projects. Management acknowledges the importance of management's
representations and responses to our inquiries, and that they will be utilized as part of the evidential
matter we will rely on in forming our opinion. Because of the importance of management's
representations to an effective audit, you agree to release Crowe and its personnel from any liability and
costs relating to our services under this letter attributable to any misrepresentations by management.
Management is responsible for the preparation of the supplementary information identified above in
accordance with the applicable criteria. As part of our audit process, we will request from management
certain written representations regarding management's responsibilities in relation to the supplementary
f
The Honorable Mayor and
The Members of the City Commissioners
City of Miami Beach
October 23, 2014
Page 5
information presented, including but not limited to its fair presentation in accordance with the applicable
criteria, the method of measurement and presentation and any significant assumptions or interpretations
underlying the supplementary information. In addition, it is management's responsibility to include the
auditor's report on supplementary information in any document that contains the supplementary
information and that indicates that we have reported on such supplementary information. It is also
management's responsibility to present the supplementary information with the audited financial
statements or, if the supplementary information will not be presented with the audited financial
statements, to make the audited financial statements readily available to the intended users of the
supplementary information no later than the date of issuance by the City of the supplementary information
and the auditor's report thereon.
Management is responsible for the preparation of the required supplementary information identified above
in accordance with the applicable guidelines. We will request from management certain written
representations regarding management's responsibilities in relation to the required supplementary
information presented, including but not limited to whether it has been measured and presented in
accordance with prescribed guidelines, the method of measurement and presentation and any significant
assumptions or interpretations underlying the supplementary information.
At the conclusion of the engagement, it is management's responsibility to submit the reporting package
(including financial statements, schedule of expenditures of federal awards and state financial assistance,
summary schedule of prior audit findings, auditor's reports, and corrective action plan) along with the
Data Collection Form to the designated federal clearinghouse and, if appropriate, to pass-through entities.
The Data Collection Form and the reporting package must be submitted within the earlier of thirty days
after receipt of the auditor's reports or nine months after the end of the audit period.
OTHER SERVICES
Preparation of the following on behalf of the City:
Perform a program specific audit of the Children's Trust Fund Program in accordance with the
Children's Trust Contractual Agreements, AU-C 935 and Statement on Auditing Standards No.
117.
Perform a program specific audit of the Building Better Communities General Obligation Bond
funds in accordance with Miami-Dade County Ordinance 05-47, applicable resolutions, and
building Better Communities Administration Rule.
Perform a program specific audit of the Safe Neighborhood Parks grant in accordance with
Miami-dade County Ordinance 96-115, applicable resolutions, and Safe Neighborhood
Administrative Rules.
With respect to the above other services, you agree to: assume all management responsibilities including
making all management decisions; oversee the service by designating an individual, preferably within
senior management, who possesses suitable skill, knowledge, and/or expertise; evaluate the adequacy
and results of the services performed; and accept responsibility for the results of the services.
I
The Honorable Mayor and
The Members of the City Commissioners
City of Miami Beach
October 23, 2014
Page 6
FEES
Our fees for the services covered by this letter and all related terms and conditions are outlined in the
Contract.
OTHER
We will reconfirm the understanding of our engagement annually with an updated engagement letter
throughout the term of our contract.
This engagement letter and the Contract reflect the entire agreement between us relating to the services
covered by this letter. The headings included in this letter are to assist in ease of reading only; the letter
and attachment are to be construed as a single document, with the provisions of each section applicable
throughout. This agreement may not be amended or varied except by a written document signed by both
parties. It replaces and supersedes any other proposals, correspondence, agreements and
understandings, whether written or oral, relating to the services covered by this letter. The agreements of
the City and Crowe contained in this engagement letter shall survive the completion or termination of this
engagement. If any term hereof is found unenforceable or invalid, this shall not affect the other terms
hereof, all of which shall continue in effect as if the stricken term had not been included. This agreement
shall be interpreted and construed under, and governed by the internal laws of the State of Illinois, without
regard for choice of law principles.
If the terms of this letter and the Contract are acceptable to you, please sign and date below and return a
copy of this letter at your earliest convenience. If you have any questions, please contact John Weber at
813.209.2585.
Very truly yours,
Crowe Horvath LLP
By: �•
ohn C. Weber, Partner
I have reviewed the arrangements outlined above and in the Contract, Vi i c t. ehalf of the City,
the terms and conditions as stated. `�r•• �
C i ty of Miami Beach
-
*1 INCORP ORATED:
Authorized Representative of the City's a ent: f
ob
Signature:
Printed Name: ` 1-9VX d ke✓i-h e
Title: N( Q r' AZ"PEST:
Date:
Rafael E. Granado,City Cierk