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HomeMy WebLinkAboutReso 2020-3053 RESOLUTION NO. 2020- 3o53 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING A SECOND AMENDMENT TO THE AGREEMENT WITH MSL, P.A., F/K/A MOORE STEPHENS LOVELACE, P.A., FOR PROFESSIONAL AUDITING SERVICES; AUTHORIZING THE MAYOR TO EXECUTE SAID AMENDMENT; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on March 17, 2016, via Resolution No. 2016-2532, the City Commission awarded RFP No. 15-12-01 and approved an Agreement with Moore Stephens Lovelace, P.A. ("Firm") to provide professional auditing services ("Services") for a three (3) year period, in an amount not to exceed $121,500.00; and WHEREAS, on January 17th, 2019 via Resolution No. 2019-2899, the City Commission approved a First Amendment to the Agreement with the Firm exercising its first of two(2)options to renew, to provide the Services for a one (1) year period, in an amount not to exceed $42,500.00, bringing the total contract amount not to exceed $164,000.00; and WHEREAS, the Firm has formally changed its corporate name to MSL, P.A; and WHEREAS, the City, being satisfied with the Services rendered by the Firm, desires to exercise its second and final option to renew the Agreement for one (1) additional year; WHEREAS,the City now wishes to approve a Second Amendment to the Agreement with MSL,P.A.,exercising its second and final renewal option,to provide professional auditing services for a one(1)year period, in an amount not to exceed Forty-Three Thousand Five Hundred Dollars ($43,500.00),bringing the total contract amount not to exceed Two Hundred Seven Thousand Five Hundred Dollars ($207,500.00), attached hereto as Exhibit "A". NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Approval of Second Amendment. The City Commission hereby approves Second Amendment to the Agreement with MSL, P.A., exercising its second and final renewal option, to provide professional auditing services for a one (1)year period, in an amount not to exceed Forty- Three Thousand Five Hundred Dollars ($43,500.00), bringing the total contract amount not to exceed Two Hundred Seven Thousand Five Hundred Dollars ($207,500.00), attached hereto as Exhibit "A". Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said Amendment. Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate this Resolution. R2020 Second Amend Auditor Srvs Renewal Msl Pa 1 Section 4. Effective Date. This Resolution is effective upon passage. PASSED AND ADOPTED this 20th day of •ebruary ►020. r ` George . Scholl, Mayor ATT S Il . 'Mauri-ioLBeta - ur, CMC, City Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY: /a-•ed;k•- Edward A. Dion, City Attorney Moved by: V(tgb - rtiteAktfi Seconded by: COMOCS(04402- Ct.8 14 Vote: Mayor Scholl I (Yes) (No) Vice Mayor Svehcin I(Yes) (No) Commissioner Goldman (Yes) (No) Commissioner Lama (Yes) (No) Commissioner Viscarra ��(Yes) (No) R2020 Second Amend Auditor Srvs Renewal Msl Pa 2 . apt re SECOND AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH AND MSL,P.A. "•" • CONTRACT NO. C1516-060-6190-02 Il {O •Of fVM This Second Amendment to the Agreement between the CITY OF SUNNY ISLES BEACH ("City")and MSL,P.A.,formerly known as Moore Stephens Lovelace,P.A. ("Consultant"),executed this day of pc",rva 1,/c4 , 2020, is made a part of the original Agreement("Agreement") dated April 18, 2016, betwein the City and Consultant, a copy of which is attached hereto as Attachment"A",whose Federal Identification#is 59-3070669. The City and Consultant hereby agree as follows: 1. TERM. The parties hereby amend Section 3 of the original Agreement to grant the City the option to extend the Agreement until April 30,2021. 2. OPTION TO RENEW. The City hereby elects to exercise its second option to renew the Agreement until April 30, 2021. 3. ADDITIONAL COMPENSATION. Effective upon the execution of this Second Amendment,the payment to Consultant is hereby amended to include additional compensation not to exceed Forty-Three Thousand Five Hundred Dollars ($43,500.00), bringing the total contract amount not to exceed Two Hundred Seven Thousand Five Hundred Dollars($207,500.00). 4. PROHIBITION AGAINST CONTRACTING WITH SCRUTINIZED COMPANIES. Pursuant to Florida Statutes Section 287.135, contracting with any entity that is listed on the Scrutinized Companies that Boycott Israel List or that is engaged in the boycott of Israel is prohibited. Contractors must certify that the company is not participating in a boycott of Israel. Any contract for goods or services of One Million Dollars($1,000,000)or more shall be terminated at the City's option if it is discovered that the entity submitted false documents of certification,is listed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has been engaged in business operations in Cuba or Syria after July 1, 2018. Any contract entered into or renewed after July 1, 2018 shall be terminated at the City's option if the company is listed on the Scrutinized Companies that Boycott Israel List or engaged in the boycott of Israel. Contractor must submit the certification that is attached to this agreement as Attachment "B". Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing,to the Contractor of the City's determination concerning the false certification. The Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination was in error. If the Contractor does not demonstrate that the City's determination of false certification was made in error, then the City shall have the right to terminate the contract and seek civil remedies pursuant to Florida Statute Section 287.135. 5. OTHER PROVISIONS REMAIN IN EFFECT. Except as specifically modified herein,all terms and conditions of the original Agreement between the parties dated April 18, 2016, as well as the First Amendment shall remain in full force and effect. 6. CONFLICTING PROVISIONS. The terms, statements, requirements, or provisions contained in this Second Amendment shall prevail and be given superior effet t and priority over any conflicting or inconsistent terms, statements, requirements or provisions contained in any other document or attachment, including but not limited to Attachment"A". IN WITNESS WHEREOF, the.parties hereto have executed this Second.Amendment:as of the date mentioned above. WITNESS: MSL,PA. SignatureBY: -William Blend, Shareholder Lina Mejia Print Name ' ATTES i• r. CITY 0. SLES BEACH ( BY:\ 'W,'� BY: 'fest, Mau 'ciotBeta ur Georg- . Scholl,Mayor ‘•(, \ CMC CtyCler APPRO D AS TO FORM AND LEG• SUFFICIENCY BY: get/4)44,4d Edward A.Dion,City Attorney • k r Page 2 AGREEMENT BETWEEN THE:CITY OF SUNNY ISLES BEACH AND MOORE STEPHENS LOVELACE, P.A. . ', CONTRACT NO: C1516-060-6190 THIS CONTRACTUAL AGREEMENT (hereinafter referred to as the "Agreement") is made this 1cr ' day of A-TV-IL- , 201'6, by and between the CITY OF SUNNY ISLES BEACH, Florida, (hereinafter referred to as "City''), and MOORE STEPHENS LOVELACE, P.A. (hereinafter referred to as"Consultant") whose Federal I.D. # is 51• ' 1 O(o(09 RECITALS WHEREAS, the City is in need of a professional auditing consultant to audit the basic financial statements of the City as of and for the fiscal years ending September 30, 2016, 2017 and 2018 and to provide an opinion on the conformity of this material with accounting principles generally accepted in the United States, ("Services); and WHEREAS, Consultant has expressed the ability and desire to provide these Services pursuant to the terms and conditions of RFP No. 15-12-01, which is incorporated herein by reference;and WHEREAS, the Consultant will alsorovide p additional documentation, including reporting on internal control, that will be subject to the auditing procedures applied in the audit of the basic financial statements, ("Services"), as more fully described in Attachment "A"; and WHEREAS, the Consultant will provide these auditing Services for the City for the years ending September 30, 2016, 2017 and 2018,as more fully described in Attachment"A"; and - - WIIEREAS, the Consultant represents that it has expertise to perform these Services. NOW THEREFORE, in consideration of the foregoing and for the mutual covenants, representations and warranties and other good and.valuable consideration, the receipt and adequacy of which is hereby,acknowledged, the parties agree as follows: s • 1. RECITALS. .The Recitals set forth above are hereby incorporated into this Agreement and made a part hereof for reference. 2. CONSULTING SERVICES.Consultant shall audit the basic financial statements of the City as of and for the fiscal years ending September 30, 2016, 2017 and 2018 and will provide additional documentation to the City, as more fully described in Attachment "A", attached hereto and made a part hereof. 3. TERM.Subject to the provisions relating to the termination of this Agreement as set forth in Paragraph 9 hereunder, the term of this Agreement shall begin upon the execution of this Agreement and shall end upon the completion of Services described in Attachment "A". The parties shall have the option to extend this Agreement for two (2) additional one (1) yeariterms, based upon the City's exercise of these optional renewal periods. C1516.060-6190 Moore Stephens Lovelace,P.A. ATTACHMENT A City of Sunny Isles Bench 18070 Collins Avenue; Sunny Isles Beach, Florida 33160 (305)947-0606 phone(305) 949-3113 Fax 4. COMPENSATION. Payment to Consultant for all charges under this Agreement shall be in . accordance with this Agreement and a schedule of charges reflected in Attachment "A". The fees for thisengagement will be Forty Thousand Five Hundred Dollars ($40;500.00) (including Federal or Florida Single Audit Act requirements—as reflected in Attachment"A"). 5. STAFFING CHANGES. Engagement partners, managers, other supervisory staff and specialists initially assigned to this Agreement between City and Consultant may be changed if- those personnel leave the firm, are promoted or are assigned to another office. These personnel may also be changed for other reasons with the express written permission of the City of Sunny Isles Beach. However, in either case, the City of Sunny Isles Beach retains the right to approve or reject replacements who are subsequently assigned to this Agreement between the City and Consultant. 6. INDEPENDENT CONTRACTOR RELATIONSHIP. The Consultant is an independent contractor and shall be treated as such for all purposes. Nothing contained in this•Agreement or any action of the parties shall be construed to constitute or to render the Consultant an employee, partner, agent, shareholder, officer or in any other capacity other than as an independent contractor other than those obligations which have been or shall have been undertaken by the City, Consultant shall be responsible for any and all of its own expenses in performing its duties as contemplated under this Agreement. The City shall not 'be responsible for any expense incurred by the Consultant. The City shall have no duty to withhold any Federal income taxes or pay Social Security services and that such obligations shall be that of the Consultant, other than those set forth in this Agreement. Consultant shall furnish its own transportation, office and other supplies.as it determines necessary in carrying out its duties under this Agreement. 7. OWNERSHIP OF DOCUMENTS AND EQUIPMENT. All documents prepared by the Consultant pursuant to this Agreement and related Services to this Agreement are intended and represented for the ownership of the City only. Any other use by Consultant or other parties shall be approved in writing by the City. If requested, consultant shall deliver the documents to the City within fifteen(15)calendar days. • The audit documentation for this Contract will .be retained for a minimum of three years after the report release, No audit documentation will be destroyed without the consent of the consent of the City. Consultant agrees to provide copies of audit documentation to the City. Consultant agrees to provide copies of audit documentation to the City of its designee upon request. 8. INDEMNIFICATION. Consultant agrees to indemnify and hold harmless, the City, its officers, agents, and employees from, and against, any and all claims,actions, liabilities, losses and expenses including, but not limited to, attorney's fees for personal, economic or bodily injury, wrongful death, loss of or damage to property, at law or in equity, which may arise or may be alleged to have risen from the negligent acts, errors, omissions or other wrongful conduct of the Consultant, agents or other personal entity acting under Consultant's control in connection with the Consultant's performance of Services pursuant to that Agreement and to that extent the Consultant 2 C1516-060-5190 Moore Stephens Lovelace,P.A. • SIB - , City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles`Beach, Florida 33160 • (305)947-0606 phone(305) 949-3113 Fax shall pay such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses including wrongful termination or allegations of discrimination or harassment, and shall pay all costs and attorneys' fees expended by the Cit}. in defense of such claims and losses including appeals. The parties agree that ten percent (10%) of the total compensation is a specific consideration from the City to the Consultant for this indcrranity. 9. TERMINATION. A. If, through any cause within reasonable control, the Consultant shall fail to fulfill in a timely manner or otherwise violate;any of the covenants, agreements or stipulations material to this Agreement, the City shall have the right to terminate the Services then remaining to be performed. Prior to the exercise of its option to terminate for cause, the City shall notify the Consultant of its violation of the particular terms of the Agreement and grant Consultant ten (10) days to cure such default. If the default remains uncured after ten (10)days the City may terminate this Agreement. • In the event of termination, all finished and unfinished documents, data and other work product prepared by Consultant and sub consultant(s)) shall be delivered to the City and the City shall compensate the Consultant for all Services ces satisfactorily performed prior to the date of termination, as provided in Paragraph 4 herein. • Nothwithstanding the foregoing, the Consultant shall not be relieved of liability to the City for damages sustained by it by virtue of a breach of the Agreement by Consultant and the City may reasonably withhold payment to Consultant for the purposes of set-off until such time as the exact amount of.damages due the City from the Consultant is determined. B. Termination for Convenience of City. The City may, for its convenience and without cause terminate the Services then remaining to be performed at any time by giving Consultant ten (10) days written notice. The terms of Paragraphs A. (i) and A(ii) shall be applicable hereunder. C. Termination for Insolvency. The City also reserves the right to terminate the remaining Services to be performed in the event the Consultant is placed either in voluntary or involuntary bankruptcy or makes any assignment for the benefit of creditors. 10. WAIVER OF RIGHT TO JURY TRIAL. Each of the parties hereto hereby knowingly, voluntarily and intentionally, waive the right which any may have to a jury trial in respect of any action, proceeding, litigation or counterclaim based hereon or arising out of, under, on or in connection with this agreement or any course of conduct, course of dealing, statements (whether verbal or written) or actions of either ofart P ) 'I . 3 C 1516-060-6190 Moore Stephens Lovelace, P.A. sB City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone(305) 949-3113 Fax • 11. CONFIDENTIAL INFORMATION. The Consultant shall not, either during the term of this Agreement or any time for a period of TEN (10) years subsequent to that date upon which the . Consultant shall leave-.the employment of the City for any reason whatsoever •discl_ose to any_ person or entity, other than in.the discharge of the duties of the Consultant under this Agreement, any information which the City designates in writing as "confidential." As a violation by the Consultant of the provisions of this Section could cause irreparable injury to the City and there is no adequate remedy at law for such violation, the City shall have the right, in addition to any other remedies avaiiabie to it at law or in equity, to enjoin the Consultant in a court of equity for. violating such provisions. 13. NOTICES. All notices and other communications required or permitted to be given under . this Agreement by either party to the other shall be in writing and shall be sent (except as otherwise provided herein) (i) by certified or registered' mail, first class postage prepaid, return receipt requested, (ii) by guaranteed overnight delivery by a nationally recognized courier service, or(iii) by facsimile with confirmation receipt (with a copy simultaneously sent by certified or registered mail, first class postage prepaid, return receipt requested or by overnight delivery by traditionally recognized courier service), addressed to such party as follows: If to the City: Christopher J. Russo With a copy to: City Manager Hans Ottinot City of Sunny Isles Beach, City Attorney '18070 Collins Avenue • City of Sunny Isles Beach Fourth Floor 18070 Collins Avenue Sunny Isles Beach, Florida 33160 • Fourth Floor Tel: (305) 792-1701 Sunny Isles Beach,Florida 33160 Tel: (305) 792-1702 If to the Consultant: William Blend, Shareholder Moore Stephens Lovelace,P.A. • 701 Brickell Avenue, Ste.,550 Miami,Fl 33131 Tel: (305)445-5023 , Email: wblend@mslcpa.com 14. GOVERNING LAW. The law of the State of Florida shall govern this Agreement and venue for and any action shall be brought in Miami-Dade County, Florida. In the event of any litigation wising out of.this Agreement or to settle issues arising hereunder; the prevailing party in such litigation shall be entitled to recover against the other party its costs and expenses, including reasonable attorneys' fees, which shall include any fees, and costs attributable to appellate • proceedings arising on and of such litigation _. .... 4 C1516-060-6190 Moore Stephens Lovelace, P.A. BIB r 1 ' City of Sunny Isles Berich " 18070 Collins Avenue, Sunny Isles Beach,Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax 15. AUDIT RECORDS. The Consultant shall make available to the City or its representative all required financial records associated with the Agreement for a period of THREE(3)years. 16. NON-DISCRIMINATION. The Consultant agrees to comply with all local and state civil rights ordinances and with Title VI of the Civil Rights Act of 1984 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11248 .as amended by Executive Orders 11375 and 12086. The Consultant will not discriminate against any employee or applicant for employment because of race, color, creed, . religion, ancestry, national origin, sex, disability or other handicap, age, marital/familial-status, or status with regard to public assistance. The Consultant will take affirmative action to insure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion; transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this non-discrimination clause. The Consultant agrees to comply with any Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 708), which prohibits discrimination against the handicapped in any Federally assisted program. 17. INSURANCE. Consultant shall, at its sole cost and expense, during the period of any work being performed under this Agreement, procure and maintain the following minimum insurance coverages to protect the City and Consultant against all loss, claims, damage and liabilities caused by Consultant, its agents, contractors or employees, as more particularly set forth below: • (a) Comprehensive General Liability Insurance: Contractor shall be required to purchase, maintain, and keep in full force, effect and good standing, Comprehensive General Liability Insurance with primary limits of Five Hundred Thousand Dollars ($500,000.00) during the initial and any renewal term of this Agreement. Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability policy, without restrictive endorsements, as filed by the Insurance Services Office. (b) Errors and Omissions Insurance: Professional Liability ("Errors and Omissions") insurance with minimum limits of Five Hundred Thousand Dollars ($500,000.00) per occurrence. (c) Workers' Compensation insurance to apply for all employees in compliance with. the Workers Compensation Law of the State of Florida and all applicable federal laws. C 1516-060-6190 Moore Stephens Lovelace, P.A. I ! t • • • City of Sunny Isles Beach 18016-Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone(305) 949-3113 Fax Such policies of insurance shall not diminish Consultants indemnification obligations . hereunder.' The insurance.policy shall be issued by such company, in such forms and with such limits of liability-and deductibles-as are'acceptable to the City and shall be- --endorsed to be -" ' • ' primary over any insurance, which the City may maintain. Before any work under this Agreement is performed, and at any time upon request, Consultant shall furnish to the City certificates of insurance evidencing the minimum required coverage and appropriately endorsed for contractual • liability with the City-named as an additional insured: All policies shall 'contain a waiver of subrogation endorsement. All policies and certificates shall be in forms and issued by insurance companies acceptable to the City's Risk Management Department. All insurance policies and certificates of insurance shall provide that the policies may not be canceled or altered without thirty (30)calendar days prior written notice to the City Manager or his designee. 18. CONFLICT OF INTEREST. The Consultant agrees to adhere to and be governed by the Miami-Dade County Conflict of Interest Ordinance Section 2-11.1, as amended; and by the City of Sunny Isles Beach Ordinance No. 99-82, 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. 19. CONFLICTING PROVISIONS. The terms, statements, requirements, and provisions contained in this Agreement shall prevail and be given effect over any conflicting or inconsistent term; statement, requirement or provision contained in any other document or attachment, including but not limited to Attachment"A", a Copy of which is attached hereto. 20 ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and may be amended, waived, changed, modified, extended or rescinded only by a writing signed by the party against whom any such amendment, waiver, change, modification; extension and/or rescission is sought. (Remainder of page intentionally left blank.] 1 . 6... . CI516-060-6190 Moore Stephens Lovelace,P.A. SSB 1 • City of Sunny Isles Beach 18070 Collins Avenue,Sunny isles Beach,Florida 33160 • (305)947-0606 phone(305)949-3113 Fax • • IN WITNESS WI EREOF, the parties hereto have executed this Agreement in triplicate on the day and year first written above. WITNESS; MOORE STEPHENS LOVELACE,P.A • �o1J BY: •J. • ignatUre Wi i'am Blend,S _ .-der lib• 1>r • • _ Print Name • • A'th, t�• , , CITY OF SUNNY ISLES BEACH �,• 1- • ... • . • Jane A es;MMC;-City Clerk. Christop er J.Russo,City Manager I• 1 +-"J ` ° t ) s - ' • APPROVED AS TO FORM AND LEGAL S FI CY BY: wf r+�Ottinot,City Attorney • 7 • C1516-060-6190 Moore Stephens Lovelace,P.A. . . _ s . . . , . 4AIN lit)?' ' • ' ' - . . , CONTRACTOR ANTI-BOYCOTT CERTIFICATION [PURSUANT TO FLORIDA STATUTE 287.1351 I, William Blend , on behalf of MSL,P.A.- Print Name Company Name certifies that MSL. P.A. does not: Company Name 1. Participate in a boycott.of Israel; and 2. Is not on the Scrutinized Companies that Boycott Israel list; and 3. Is not on the Scrutinized Companies with Activities in Sudan List; and 4. Is not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; and 5. Has not engaged in business operations in Cuba or Syria. iii Signature Shareholder Title 02/13/2020 Date Attachment "B"