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TCBA Watson Rice, LLP Auditing Services Agreement PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND TCBA WATSON RICE, LLP FOR CONSULTING/ AUDITING SERVICES FOR THE CITY OF MIAMI BEACH BUILDING DEVELOPMENT PROCESS THIS AGREEMENT made and entered into this /3T~day of GUST , 2008, by and between the CITY OF MIAMI BEACH, FLORIDA (hereinafter referred to as City), a municipal corporation, having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139, and TCBA WATSON RICE LLP (hereinafter referred to as Auditor or Consultant), a limited liability partnership authorized to do business in the State of Florida, whose address is 500 NW 165T" STREET ROAD MIAMI, FLORIDA 33169. SECTION 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 bean 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, as described in Section 2 and Exhibit "A" hereto. Fee: Amount paid to the Consultant to cover the costs of the 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. 1 SECTION 2 SCOPE OF SERVICES (SERVICES) 2.1 GENERAL The Consultant will perform an organizational review and operational analysis of the City's Building Department and an assessment of related project development entities. An Interim and a Final Report will be delivered to the City. The Consultant further agrees to provide the City with those certain consulting/ auditing services, as set forth in Exhibit "A" hereto and as further described in this Section 2. SECTION 3 COMPENSATION 3.1 FEE Consultant shall be compensated for the Services, as set forth in Section 2 and Exhibit "A" herein, in an amount not to exceed $100,000 plus $10,000 in expenses. Consultant shall only be compensated for work performed and completed pursuant to the terms of this Agreement, in accordance with the Fee Compensation Schedule, attached and incorporated as Exhibit "B" hereto. Monthly invoices shall be rendered in that format, plus any related expenses incurred during the invoice period. A final payment of $10, 000 will be retained and rendered upon issuance of the final report. Accompanying the monthly invoices shall be a description of "Accomplishments during the period", and "Planned activities next reporting period". 3.2 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. Hourly Billing Rates Partners/Principals 250 Senior Consultants/Managers 170 Technical Consultants/Supervisors 150 Senior Associates/Consultants 125 Staff 90 2 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). 3.3 INVOICING The Auditor shall be entitled to invoice monthly for the portion(s) of Services completed. 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. Invoices shall be submitted to the attention of Tim Hemstreet, Assistant City Manager, and at the address identified herein. 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. The Consultant agrees that the professional named in Exhibit "C" (attached) are key people to the performance of the Scope of Work. Consultant agrees to maintain these specific professionals for the duration of the Agreement. If any of the professionals identified in Exhibit "C"are not available for reasons beyond the control of the Consultant, the Consultant agrees to replace the professional with a professional who has similar skills, abilities, experience and qualifications. The Consultant has not yet identified the "Building Official" it will use as asub-consultant. Consultant acknowledges that "Building Official" is of primary importance to the City and agrees to provide the City with the right of approval of the final Building Official sub-consultant prior to the retention by Consultant. 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 OF AGREEMENT (TERM1 The term of this Agreement shall be for an initial term of one hundred and twenty (120) days, commencing upon the execution of this Agreement by both parties. At its sole discretion, the City may extend this Agreement for work related to the initial scope identified in Exhibit "A". Upon execution of this Agreement by the parties hereto, City and Consultant shall agree upon a timeline or deliverables (as contemplated under the Agreement), which timeline shall be attached as Exhibit "D" to this Agreement. 4.4 INDEMNIFICATION The Consultant shall protect, defend, reimburse, indemnify, and hold harmless the City and the City's officers, agents, and employees free and harmless from and against any and all claims, losses, penalties, damages, settlements, costs, charges, attorneys' or other professional fees, or other expenses or liabilities of every kind and character arising out of or relating to any and all claims, liens, demands, obligations, actions, or proceedings.directly or indirectly arising out of or resulting from the mistakes or negligence, gross negligence, willful, and wanton acts and the performance of this Agreement by the Consultant, or its respective officers, employees, agents, servants, partners, or principals. The Consultant agrees to investigate, respond, adjust, and provide a defense for any such claims, demands, and actions, at the Consultant's sole expense and agrees to bear and remain liable for all such other costs and expenses relating thereto, even if such claim is groundless, false, or fraudulent. Notwithstanding the foregoing, the Consultant's indemnity shall not extend to liability for damages to persons or property to the extent such damage was caused by the sole and/or gross negligence of the City. 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 violates any of the covenants, agreements, or stipulations material to this Agreement, the City 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 three (3) days to cure such default. If such default remains uncured after three (3) days, the City, without further 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. 4.5.2 Termination for Convenience of City The City may also, for its convenience and without cause, terminate this Agreement at any time during the Term hereof, by giving written notice to Consultant of such termination, which shall become effective seven (7) days following receipt by the Consultant of the written termination notice. Upon being notified of the City's election to terminate, the Auditor shall refrain from performing further Services or incurring additional expenses under the terms of this Agreement. In that event, all finished or unfinished documents and any and all other materials, work, etc., prepared and/or maintained by Consultant as a result of its Services pursuant to this Agreement, shall be properly assembled and delivered to the City, at Consultant's sole cost and expense. 4 If the Agreement is terminated by the City as provided in this subsection, Consultant shall be paid for any Services satisfactorily performed, as determined by the City and at its discretion, up to the date of termination, provided, however, that as a condition precedent to such payment, Consultant shall deliver any and all documents, materials, etc. to the City, as required herein. 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. 4.5.4 Sanctions for Noncompliance with City Ordinances and/or Nondiscrimination Provisions of Agreement In the event of the Consultant's noncompliance with any City ordinance and /or the nondiscrimination provisions of this Agreement, the City shall impose such sanctions as the City, Miami-Dade County, and/or the State of Florida, deem applicable and may determine to be appropriate including, but not limited to, withholding of payments to the Consultant under the Agreement until the Consultant complies, and/or cancellation, termination or suspension of the Agreement. 4.6 CHANGES AND ADDITIONS Changes and additions to the Agreement shall be directed by a written amendment signed by the duly authorized representatives of the City and Consultant. No alteration, change, or modification of the terms of this Agreement shall be valid unless amended in writing, signed by both parties hereto, and, as necessary, as approved by the City. 4.7 INSURANCE REQUIREMENTS Consultant shall obtain, provide and maintain during the term of the Agreement the following types and amounts of insurance which shall be maintained with insurers licensed to sell insurance in the State of Florida and have a B+ or higher rating in the latest edition of AM Best's Insurance Guide. (Any exceptions to these requirements must be approved by the City's Risk Management Department prior to implementation of same): Commercial General Liability: A policy including, but not limited to, comprehensive general liability including bodily injury, personal injury, property damage in the amount of a combined single limit of not less than $1,000,000 Coverage shall be provided on an occurrence basis. The City of Miami Beach must be named as certificate holder and additional insured on policy. 2. Worker's Compensation: A policy of Worker's Compensation and Employers Liability Insurance in accordance with State worker's compensation laws as required per Florida Statutes. 3. Professional Liability: A policy including but not limited to error and omissions with a limit of not less than $1,000,000. Said policies of insurance shall be primary to and contributing with any other insurance maintained by the Consultant or City, and shall name the City of Miami Beach and its officers, agents and employees as an additional insured. Policies cannot be cancelled without thirty (30) days prior written notice to the City. The Consultant shall file and maintain certificates of all insurance policies with the City's Risk Management Department showing said policies to be in full force and effect at all times during the Term of the Agreement. No work shall be done by Consultant during any period when it is not covered by insurance as herein required. Such insurance shall be obtained from brokers or carriers authorized to transact insurance business in Florida and satisfactory to City. If any of the required insurance coverages contain aggregate limits, or apply to other operations of the Consultant outside the Agreement, Consultant shall give City prompt written notice of any incident, occurrence, claim settlement or judgment against such insurance which may diminish the protection such insurance affords the City. The Consultant shall further take immediate steps to restore such aggregate limits or-shall provide other insurance protection for such aggregate limits. 4.7.1 Failure to Procure Insurance Consultant's failure to procure or maintain required insurance coverage shall constitute a material breach of Agreement under which City may, at its sole option, immediately terminate the Agreement. 4.8 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. The City acknowledges from time to time and depending upon the circumstances, the Consultant may use third-party service providers to assist the Consultants in providing this professional service to the City. In such circumstances, it may be necessary for the Consultant to disclose confidential client information to the third-party service providers. The Consultant will enter into confidentiality agreements with all third-party service providers and the City is satisfied that the Consultant has appropriate procedures in place to prevent the unauthorized release of any confidential information to others. 6 4.9 SUB-CONSULTANTS The Consultant shall be liable for the Consultant's services, responsibilities and liabilities under this Agreement and the services, responsibilities and liabilities of any and all sub-consultants, and any other person or entity acting under the direction or control of the Consultant including without limitation, any and all temporary personnel provided in the City pursuant to the terms and conditions of the Agreement. When the term "Consultant" is used in this Agreement, it shall be deemed to include any sub- consultants and any other person or entity acting under the direction or control of Consultant. 4.10 EQUAL EMPLOYMENT OPPORTUNITY In connection with the, performance of this Agreement, the Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, sex, age, and national origin, place of birth, marital status, physical handicap, or sexual orientation. The Consultant shall take affirmative action to ensure that applicants are employed and that employees are treated during their employment without regard to their race, color, religion, ancestry, sex, age, and national origin, place of birth, marital status, disability, or sexual orientation. 4.11 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. 4.12 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). 7 Until changed by notice in writing, all such notices and communications shall be addressed as follows: TO CONSULTANT: TCBA Watson Rice, LLP Attn: Ronald Thompkins 500 NW 165t" Street Road Miami, Florida 33169 (305) 947-1638 TO CITY: City of Miami Beach Attn: Jorge M. Gonzalez City Manager 1700 Convention Center Drive Miami Beach, Florida 33139 (305) 673-7010 WITH COPIES TO: City of Miami Beach Attn: Tim Hemstreet Assistant City Manager 1.700 Convention Center Drive Miami Beach, Florida 33139 (305) 673-7010 City of Miami Beach Attn: Jose Smith City Attorney 1700 Convention Center Drive Miami Beach, Florida 33139 (305) 673-7470 Notices hereunder shall be effective: If delivered personally, on delivery; if mailed to an address in the city of dispatch, on the day following the date mailed; and if mailed to an address outside the city of dispatch on the seventh day following the date mailed. 4.13 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. 8 BY ENTERING INTO THIS AGREEMENT, THE CONSULTANT AND 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. 4.14 ENTIRETY OF AGREEMENT This Agreement and all Exhibits shall 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 superceded hereby. 4.15 COMPLIANCE WITH APPLICABLE LAWS The Consultant, its subConsultants, agents and employees, including with out limitation, any and all temporary personnel assigned to the City pursuant to this Agreement, shall comply with all applicable Federal, State, Miami-Dade County and City laws, and with all applicable rules and regulations promulgated by local, state and national boards, bureau and agencies as they relate to the Agreement and /or the provision of Services hereto. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] APPROVED AS TO FORM & LANGUAGE & FOR~CECUTION g t OY ~ .a. AiL~rnMf w 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, commencing on the last date of execution of the agreement by the parties hereto. FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: By: ~ ~ C~-~-~ Robert Parcher City CI k p ~U Date r e ..Gon City Manager 13 2~ Date FOR CONSULTANT: ATTEST: jo,.*Y •~,~~ Notary Public State of Fbrida Myron J Davis . ~~ My Commissan DD432414 for F~~a ~ Expaes o5-2zrtoos TCBA WATSON RICE, LLP ~/ Partner Prins' Nam ~ /3 ,~~~8 Date i~oN C.t ~ ~r Print Name ~• /,~-.rant Date Attachments: Exhibit "A" -Scope of Services Exhibit "B" -Fee Compensation Exhibit "C" -Professionals Retained Pursuant to Scope of Work Exhibit "D" -Timeline for Services (Note: To be inserted) 10 City of Miami Beach Building Departmeat Eagagemeat work Program Exhibit A 1.0 Project Administration: 1.1. Document project status. 1.2. Supervision/Maintain project time reporting. 1.3. Project Status/Client Meetings. 2.0 Review of Fee System: 2.1. Review fee system documentation and internal audit report. 2.2. Document and confirm deficiencies noted in the internal audit report and, identify and document fee system requirements from City and department management. 2.3. Finalize list of system requirements - Review already determined City management and building department proposed changes to the fee system. Compare to requirements identified in 2.2.above. Evaluate requirements; prepare findings and recommendations. Update requirements list, as necessary. 2.4. Document extent to which fee system can accommodate required changes identified in 2.3.above. 2.5. Review management's time frame for implementation. 2.6. Document any opportunities for outsourcing of staff related functions. 3.0 Review and analyze department functional department: 3.1. Identify and obtain department specific background documentation and review. 3.2. Review current operational practices of the department under review. (including a queuing analysis and review of internal controls) 3.3. Review current statutory responsibilities of the review department. 3.4. Interview key department personnel and related department's staff to identify operational issues, strengths, weaknesses, and opportunities for improvement. Also interview other city stakeholders (builders, developers, chamber of commerce, etc.). 3.5. Produce a profile of the department. The profile will include, but not be limited to, historical customer loading statistics and staffing patterns. 3.6. Benchmark City's Building Department to Three (3) similar cities. 3.7. Document interim findings and recommendations for the areas under review. 3.8. Document any opportunities for outsourcing of staff related functions. 4.0. Interim Recommendations (including outsourcing opportunities): 4.1. Review interim recommendations with City and department management and obtain support for implementation. 4.2. Develop implementation plan. 4.3. Assist department with key success factors for implementing plan. 5.0. Final Report Preparation, Review and Presentation: 5.1. Prepare, review DRAFT of final report. 5.2. Review DRAFT report with City and department management. 5.3. Prepare/review FINAL report. 5.4. Prepare/review FINAL report presentation. 5.5. Deliver FINAL report and make report presentation. Time Frame for Completion: 90 to 120 days 5 o o cu o ~ `~ O O s~ .c~•~ C ' R p, n . . y,q Q ~ C. i..~ ... N . N w y G t N ~ .r N ' N 3 ~ ~ rr W .- IJ .- b Q' ~ w,~y d',' C . O. O. p ~, N QQ ~ ~ n ~ w w r -, ~ b o (~ ~ y ~ ~ ... ~ D ~ ~ c . o ~ ~ ~ G A ~ ~• ~ ~ fD N ` ~' e~ c yD C ~ cp ~. R f /~ Tr ~D ~ ~ ~ . ~ ~ ~ `~ b ~ ~ ~ ~- a ` n. ~ ~ o ~. ~o ~ ~ ~' ~ ~ i G ~ ~ ~ ~ ~ O ~ ~ " '~ '""r i G ~ v ~ ~ ~ ~ ~ ~ ~ . 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Q ~ ~ 'fi'r N ~ ~ ~ ~ m CA C• ~ ~ QQ ' to N ~ 0o O~ 00 O O O~ 00 N N O O O O O to O N O~ 0o O O ~-' O~ O ~ O O 0 ~ ~ ~ N N ~ ~ ..r ~ O O ~] 0o O r-+ ~ ~ .-+ N O O 0o O O~ 00 O O N ~P A 0 0 O O O O O O O O O O O O O O d9 ~ r 1 ~+ O O T ~ O O ~ O N N W O 0 Exhibit C Professionals Retained Pursuant to the Scope of Work Ronald Thompkins, CPA will serve as the Client Services Partner. Ron has almost thirty-six (36) years of experience serving the governmental sector as an auditor, as well as a consultant. Ron is a former President of the Florida Institute of Certified Public Accountants and a former member of the Board of Directors of the American Institute of Certified Public Accountants. Ron will ensure that all services delivered by the firm meet the City's satisfaction. Arnold A. Broussard will serve as the Project Manager. Arnold's background is ideally suited to lead this engagement team. He has over thirty-seven (37) years experience as a consultant including five years as a consultant with a "Big Four" firm. Of particular importance is his background related to the housing sector. While employed in local government, he supervised a city's housing program development activities and its Office of Housing and Community Development. In the private sector, he served as a project analyst and member of the management team for a Lake Front Condominium Project and a 250- unit single family housing development. Arnold has also provided technical assistance in the appraisal of commercial, single family and multi-family housing projects. Arnold is also has a Florida Real Estate License. Arnold will direct the daily activities of the engagement team and ensure that the services are delivered based on schedule/cost adherence. Michael DeCastro, CFE, CGFM has over twenty (20) years experience in forensic/fraud, financial, compliance and performance auditing for state and local government agencies. Michael served as a partner in charge of the majority of the forensic/fraud engagements listed below. Michael is a former senior analyst for the U.S. Government Accountability Office ("GAO"). He also served as a contract oversight manager for the former Resolution Trust Corporation ("RTC"). In this capacity, he was responsible for audits, reviews and evaluations of RTC's asset management and disposition activities. Michael will direct the forensic/fraud services rendered by the engagement team and will be available to consult with the City's Attorney and other law enforcement officials as directed by the City. A/ Lucas, CPA, CISA has over twenty (20) years experience in performance, financial and compliance audits for the governmental sector. AI will serve as the Concurring Review Partner on all reports. Chief Building Official - (TBD) The individual selected will have several years of experience in South Florida and will be pre-approved by the City.