Engagement LetterI
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~ M ~ IIMI I BEAC H
City of mi Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov
Office of the City Manager
Tel: (305) 673-7010, Fax: (305) 673-7782
August 20, 2008
Via Federal Express
Ronald Thompkins, CPA, Partner
TCBA Watson Rice, LLP
500 NW 165th Street Road
Suite 205
Miami, FL 33169
RE: Executed Originals of Professional Services Agreement and Engagement Letter
Dear Mr. Thompkins:
Please find enclosed one (1)fully-executed original of the Professional Services Agreement and one
(1)fully-executed original of the Engagement Letter.
Should you have any questions or concerns, please do not hesitate to contact me.
Sin rely,
Tim mstreet
Assistant City Manager
Enclosures
C: Jose Smith, City Attorney
Raul Aguila, Deputy City Attorney
Robert Parcher, City Clerk
Vve arc" commirled to providing exceiient pubic service and safer ~o a~; who hvE wort and pray in our vibranC troprcol historic comnwni7~
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Miami
500 NW 165th Street Road
Suite 205
Miami, Florida 33169
Telephone: (305) 947-1638
Toll Free: (800) 599-3103
Facsimile: (305) 944-6225
August 5, 2008
Jose Smith, City Attorney
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, Florida 33139
Re: City's Building Department
Dear Mr. Smith:
Purpose of Letter
Thank you for selecting us to assist you in the above captioned matter. This letter
constitutes an agreement between you and TCBA Watson Rice LLP (the "Consultant")
under which we will provide litigation support consulting services to the City of Miami
Beach, Florida's (the "City") attorneys. We understand and accept that we may be
requested to also furnish testimony at trial to support our findings.
We will be available for consultation, investigations, accounting, and other services
including planning strategy, and the tax effect of proposed settlements in connection with
this case.
Limitation of Distribution
The reports, data, worksheets, or other documents that we prepare in connection with this
engagement will be submitted only to you unless you or a lawful court process directs us
to do otherwise. Any report or working papers that we prepare in connection with this
case are to be used only for this case. No other use, disclosure, or dissemination of them
is to be made without our express written permission.
Conflicts 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.
We performed an internal search for any potential conflicts of interest based upon the
names of the parties that you have provided. We have not found any conflict of interest
with respect to any of these parties.
Limitation of Responsibility
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.
Althot-gh our work may involve analysis of financial statements, forecasts of future
operations, or other accounting data, we will not audit, review, compile, or provide any
form of assurance on them. Additionally, our engagement cannot be relied upon to
disclose errors, irregularities, or illegal acts, including fraud or defalcations, that may
exist.
Fees and Billing l ~„
A~'~`
Our fees are ed on the actual time spent at our standard hourly rates for this type of
work, plus ravel and other out-of-pocket costs such as report reproduction, typing, and
postage. They reflect the degree of responsibility assumed, complexity of the
engagement, special skills needed to solve problems, and the value of services rendered.
Our standard hourly rates vary according to the experience level of the personnel
assigned to the engagement. Our current hourly rates range from $119 per hour for staff
to $238 per hour for partners. Note that the primary partner on this matter's rate is $238
per hour. We estimate the fees for this engagement will not exceed $50,000, plus $5,000
in expenses.
The Consultant shall be entitled to invoice monthly for the portion(s) of Services
completed. Upon review and approval of the invoice by the City's Attorney, the City
will make its best. efforts to pay the Consultant withi days of the receipt of
invoice. \~
Except to the extent finally determined to have resulted from our fraudulent behavior or
willful misconduct, our maximum liability to you, for any reason, including our
negligence relating to the services under this letter, shall be limited to the fees paid to us
for the service or work product giving rise to liability.
Request for Signature
If this letter correctly expresses your understanding of our agreement, please sign the
original copy of this letter and return it to us at your earliest convenience. When this
letter has been returned, we will proceed forward on your behalf.
If you have any questions concerning the engagement, including any of the detailed
contents of this letter, do not hesitate to call us.
Cordially,
TCBA WATSON RICE LLP
GGrCi e~r~
Ronald Thompkins, CPA, Partner
ACCEPTANCE:
This letter correctly sets forth my understanding:
uate