Bid- RFP No. ADM 01-32-07-23 Contract EXHIBIT "A"
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF OKEECHOBEE
AND
CARR, RIGGS AND INGRAM,LLC
THE PROFESSIONAL SERVICES AGREEMENT(this"Agreement") is made effective
as of the 5th day of September, 2023 (the "Effective Date"), by and between the CITY OF
OKEECHOBEE, a Florida municipal corporation, whose principal address is 55 SE 3rd
Avenue, Room 100, Okeechobee, FL 34974 (hereinafter the "City"), and Carr, Riggs and
Ingram, LLC, a Florida Corporation, whose address is 215 Baytree Drive, Melbourne, FL
32940 (hereinafter,the "Auditor").
WHEREAS, the Auditor will perform services on behalf of the City, all as further set forth
in the Proposal dated July 28, 2023, attached hereto as Exhibit`B" (the "Services"); and
WHEREAS, the Auditor and City, through mutual negotiation, have agreed upon a fee for
the Services based on the Proposal dated July 29, 2023; and
WHEREAS, the City desires to engage the Auditor to perform the Services and provide the
deliverables as specified below.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein,the Auditor and the City agree as follows:
1. Scope of Services.
1.1 Auditor shall provide the Services set forth in the Request for Proposal
No. ADM 01-32-07-23 attached hereto as Exhibit`B"and incorporated herein by •
reference.
1.2 Auditor shall furnish all reports, documents, information obtained pursuant
to this Agreement, and recommendations during the term of this Agreement
(hereinafter"Deliverables").
2. Term/Commencement Date.
2.1 This Agreement shall become effective upon the Effective Date and shall
remain in effect for three(3)years thereafter,unless earlier terminated in accordance
with Paragraph 8. The City shall have the right to renew the term of the Agreement
for two (2) additional one (1) year terms, upon the same terms and conditions, and
upon written notice to Auditor at least thirty(30)days prior to expiration of the term.
2.2 Auditor agrees that time is of the essence and Auditor shall complete the
Services within the term of this Agreement, unless extended by the City
Administrator.
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3. Compensation and Payment.
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3.1 Compensation for Services provided by Auditor shall be in accordance with
the Proposal attached hereto as Exhibit "B." in accordance with the rate/fee
schedule attached hereto as Exhibit"C."
3.2 Auditor shall deliver an invoice to City no more often than once per month
detailing Services completed and the amount due to Auditor under this Agreement.
Fees shall be paid in arrears, pursuant to Auditor's invoice, which shall be based
upon the percentage of work completed for each task invoiced. The City shall pay
the Auditor in accordance with the Florida Prompt Payment Act after approval and
acceptance of the Services by the City Administrator.
4. SubAuditors.
4.1 The Auditor shall be responsible for all payments to any Subauditors and
shall maintain responsibility for all work related to the Services.
4.2 Auditor may only utilize the services of a particular subauditor with the prior
written approval of the City Administrator, which approval shall be granted or
withheld in the City Administrator's sole and absolute discretion.
5. City's Responsibilities.
5.1 City shall make available any records, accounts, reports, staff and
representatives, and other data pertinent to the Services and in possession of the
City, and provide criteria requested by Auditor to assist Auditor in performing the
Services.
5.2 Upon Auditor's request, City shall reasonably cooperate in arranging access
to public information that may be required for Auditor to perform the Services.
6. Auditor's Responsibilities.
6.1 The Auditor shall exercise the same degree of care, skill and diligence in the
performance of the Services as is ordinarily provided by an Auditor under similar
circumstances. If at any time during the term of this Agreement or within two (2)
years from the completion of this Agreement, it is determined that the Auditor's
Deliverables or Services are incorrect, not properly rendered, defective, or fail to
conform to City requests, the Auditor shall at Auditor's sole expense, immediately
correct its Deliverables or Services.
6.2 The Auditor hereby warrants and represents that at all times during the term
of this Agreement it shall maintain in good standing all required licenses,
certifications and permits required under Federal, State and local laws applicable to
and necessary to perform the Services for City as an independent contractor of the
City.
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7. Conflict of Interest.
7.1 The Auditor shall not engage in any other professional or financial activities
that could create a conflict of interest with its obligations under this Agreement.This
includes, but is not limited to, providing auditing or consulting services to
competitors of the City or any private sector entities (including, but not limited to,
developers,corporations,and real estate investors)having any current or foreseeable
future adversarial issues in the City; engaging in financial or business relationships
that could compromise independence; or participating in activities that could
compromise Auditor's objectivity or impartiality.
8. Termination.
8.1 The City Administrator, without cause, may terminate this Agreement upon
sixty (60) calendar days written notice to the Auditor, or immediately with cause.
8.2 Upon receipt of the City's written notice of termination, Auditor shall
immediately stop work on the project unless directed otherwise by the City
Administrator.
8.3 In the event of termination by the City,the Auditor shall be paid for all work
accepted by the City Administrator up to the date of termination, provided that the
Auditor has first complied with the provisions of Paragraph 8.4.
8.4 The Auditor shall transfer all books, records, reports, working drafts,
documents,maps, and data pertaining to the Services and the project to the City, in a
hard copy and electronic format within fourteen(14)days from the date of the written
notice of termination or the date of expiration of this Agreement.
9. Insurance.
9.1 Requirement. Auditor shall secure and maintain throughout the duration of
this agreement insurance of such types and in such amounts not less than those
specified below as satisfactory to City, naming the City as an Additional Insured,
underwritten by a firm rated A-X or better by A.M.Best and qualified to do business
in the State of Florida. The insurance coverage shall be primary insurance with
respect to the City,its officials,employees,agents and volunteers naming the City as
Additional Insured. Any insurance maintained by the City shall be in excess of the
Auditor's insurance and shall not contribute to the Auditor's insurance. The
insurance coverages shall include at a minimum the amounts set forth in this section
and may be increased by the City as it deems necessary or prudent.
a. Commercial General Liability coverage with limits of liability of not less than a
$1,000,000 per Occurrence combined single limit for Bodily Injury and Property
Damage. This Liability Insurance shall also include Completed Operations and
Product Liability coverages and eliminate the exclusion with respect to property
under the care, custody and control of Auditor. The General Aggregate Liability
limit and the Products/Completed Operations Liability Aggregate limit shall be
in the amount of$2,000,000 each.
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b. Workers Compensation and Employer's Liability insurance, to apply for all
employees for statutory limits as required by applicable State and Federal laws.
The policy(ies) must include Employer's Liability with minimum limits of
$1,000,000.00 each accident. No employee, subauditor or agent of the Auditor
shall be allowed to provide Services pursuant to this Agreement who is not
covered by Worker's Compensation insurance.
c. Business Automobile Liability with minimum limits of $1,000,000 per
Occurrence, combined single limit for Bodily Injury and Property Damage.
Coverage must be afforded on a form no more restrictive than the latest edition
of the Business Automobile Liability policy,without restrictive endorsements,as
filed by the Insurance Service Office, and must include Owned, Hired, and Non-
Owned Vehicles.
d. Professional Liability, Malpractice and Errors and Omissions Insurance in an I
amount of not less than$1,000,000.00 per occurrence, single limit.
9.2 Certificate of Insurance. Certificates of Insurance shall be provided to the
City,reflecting the City as an Additional Insured(except with respect to professional
Liability Insurance and Worker's Compensation Insurance), no later than ten (10)
days after award of this Agreement and prior to the execution of this Agreement by
City and prior to commencing Services. Each certificate shall include no less than
(30) thirty-day advance written notice to City prior to cancellation, termination, or
material alteration of said policies or insurance. The Auditor shall be responsible for
assuring that the insurance certificates required by this Section remain in full force
and effect for the duration of this Agreement, including any extensions or renewals
that may be granted by the City.The Certificates of Insurance shall not only name the
types of policy(ies) provided, but also shall refer specifically to this Agreement and
shall state that such insurance is as required by this Agreement. The City reserves the
right to inspect and return a certified copy of such policies, upon written request by
the City. If a policy is due to expire prior to the completion of the Services, renewal
Certificates of Insurance shall be furnished thirty (30) calendar days prior to the date
of their policy expiration. Each policy certificate shall be endorsed with a provision
that not less than thirty(30)calendar days' written notice shall be provided to the City
before any policy or coverage is cancelled or restricted. Acceptance of the
Certificate(s) is subject to approval of the City.
9.3 Additional Insured. Except with respect to Professional Liability Insurance
and Worker's Compensation Insurance, the City is to be specifically included as an
Additional Insured for the liability of the City resulting from Services performed by
or on behalf of the Auditor in performance of this Agreement. The Auditor's
insurance, including that applicable to the City as an Additional Insured, shall apply
on a primary basis and any other insurance maintained by the City shall be in excess
of and shall not contribute to the Auditor's insurance. The Auditor's insurance shall
contain a severability of interest provision providing that, except with respect to the
total limits of liability,the insurance shall apply to each Insured or Additional Insured
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(for applicable policies) in the same manner as if separate policies had been issued to
each.
9.4 Loss Payee. The City is to be specifically named as a loss payee under the
Auditor's Professional Insurance policy so that the City will be a third-party
beneficiary entitled to receive all money payable under the relevant policy for any
claims, damages, or losses in connection with, related to, or arising from Auditor's
Services or performance pursuant to this Agreement.
9.5 Deductibles. All deductibles or self-insured retentions must be declared to
and be reasonably approved by the City. The Auditor shall be responsible for the
payment of any deductible or self-insured retentions in the event of any claim.
9.6 Survival. The provisions of this section shall survive termination of this
Agreement.
10. Nondiscrimination.
10.1 During the term of this Agreement,Auditor shall not discriminate against any of
its employees or applicants for employment because of their race,color,religion, sex,
or national origin, and to abide by all Federal and State laws regarding
nondiscrimination.
11. Attorney Fees and Waiver of Jury Trial.
11.1 In the event of any litigation arising out of this Agreement, the prevailing party
shall be entitled to recover its attorneys' fees and costs, including the fees and
expenses of any paralegals, law clerks and legal assistants, and including fees and
expenses charged for representation at both the trial and appellate levels.
11.2 IN THE EVENT OF ANY LITIGATION ARISING OUT OF THIS
AGREEMENT, EACH PARTY HEREBY KNOWINGLY, IRREVOCABLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO TRIAL BY
JURY.
12. Indemnification.
12.1 Auditor shall indemnify and hold harmless the City, its officers, agents and
employees, from and against any and all demands, claims, losses, suits, liabilities,
causes of action,judgment or damages,arising from Auditor's negligent acts, errors,
or omissions arising out of the performance or non-performance of any provision of
this Agreement, including, but not limited to, liabilities arising from contracts
between the Auditor and third parties made pursuant to this Agreement.Auditor shall
reimburse the City for all its expenses including reasonable attorneys' fees and costs
incurred in and about the defense of any such claim or investigation and for any
judgment or damages arising from Auditor's negligent performance or non-
performance of this Agreement.
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12.2 The provisions of this section shall survive termination of this Agreement.
13. Notices/Authorized Representatives.
13.1 Any notices required by this Agreement shall be in writing and shall be deemed
to have been properly given if transmitted by hand-delivery,by registered or certified
mail with postage prepaid return receipt requested, or by a private postal service,
addressed to the parties (or their successors) at the following addresses:
For the City: Gary Ritter, City Administrator
City of Okeechobee
55 SE 3rd Avenue, Room 201
Okeechobee, FL 34974
With a copy to: John J. Fumero, Esq.
City Attorney
Nason Yeager Gerson Harris& Fumero, PA
750 Park of Commerce Blvd., Suite 210
Boca Raton, FL 33487
For the Auditor: P i ec, GQP
14. Governing Laws. a'15 3aAfiriA- Or.
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14.1 This Agreement shall be construed in accordance with and governed by the laws
of the State of Florida.Venue for any proceedings arising out of this Agreement shall
be proper exclusively in Okeechobee County, Florida.
15. Entire Agreement/Modification/Amendment.
15.1 This writing contains the entire Agreement of the parties and supersedes any
prior oral or written representations.No representations were made or relied upon by
either party, other than those that are expressly set forth herein.
15.2 No agent, employee, or other representative of either party is empowered to
modify or amend the terms of this Agreement, unless executed with the same
formality as this document.
15.3 Auditor represents that is an entity validly existing and in good standing under
the laws of Florida. The execution, delivery and performance of this Agreement by
Auditor have been duly authorized, and this Agreement is binding on Auditor and
enforceable against Auditor in accordance with its terms. No consent of any other
person or entity to such execution, delivery and performance is required.
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16. Ownership and Access to Records and Audits.
16.1 Auditor acknowledges that all inventions, innovations, improvements,
developments,methods, designs, analyses, drawings,reports, compiled information,
and all similar or related information (whether patentable or not) which relate to
Services to the City which are conceived, developed or made by Auditor during the
term of this Agreement("Work Product")belong to the City. Auditor shall promptly
disclose such Work Product to the City and perform all actions reasonably requested
by the City (whether during or after the term of this Agreement) to establish and
confirm such ownership (including, without limitation, assignments, powers of
attorney and other instruments).
16.2 Auditor agrees to keep and maintain public records in Auditor's possession or
control in connection with Auditor's performance under this Agreement. Auditor
additionally agrees to comply specifically with the provisions of Section 119.0701,
Florida Statutes. Auditor shall ensure that public records that are exempt or
confidential and exempt from public records disclosure requirements are not
disclosed, except as authorized by law, for the duration of the Agreement, and
following completion of the Agreement until the records are transferred to the City.
16.3 Upon request from the City's custodian of public records,Auditor shall provide
the City with a copy of the requested records or allow the records to be inspected or
copied within a reasonable time at a cost that does not exceed the cost provided by
Chapter 119, Florida Statutes, or as otherwise provided by law.
16.4 Unless otherwise provided by law,any and all records,including but not limited
to reports, surveys, and other data and documents provided or created in connection
with this Agreement are and shall remain the property of the City.
16.5 Upon completion of this Agreement or in the event of termination by either
party, any and all public records relating to the Agreement in the possession of the
Auditor shall be delivered by the Auditor to the City Administrator, at no cost to the
City, within seven (7) days. All such records stored electronically by Auditor shall
be delivered to the City in a format that is compatible with the City's information
technology systems. Once the public records have been delivered upon completion
or termination of this Agreement, the Auditor shall destroy any and all duplicate
public records that are exempt or confidential and exempt from public records
disclosure requirements.
16.6 Any compensation due to Auditor shall be withheld until all records are received
as provided herein.
16.7 Auditor's failure or refusal to comply with the provisions of this section shall
result in the immediate termination of this Agreement by the City.
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Notice Pursuant to Section 119.0701(2)(a),Florida Statutes
IF THE AUDITOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES,
TO THE AUDITOR'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS CONTRACT, CONTACT
THE CUSTODIAN OF PUBLIC RECORDS.
Custodian of Records: Lane Earnest-Gamiotea, CMC
Mailing address: 55 SE 3rd Avenue, Room 100
Okeechobee, FL 34974
Telephone number: 863-763-3372
Email: 1amiotea a,cityofokeechobee.com
17. Nonassignability.
17.1 This Agreement shall not be assignable by Auditor unless such assignment is
first approved by the City Administrator. The City is relying upon the apparent
qualifications and expertise of the Auditor,and such firm's familiarity with the City's
area, circumstances and desires.
18. Severability.
18.1 If any term or provision of this Agreement shall to any extent be held invalid or
unenforceable, the remainder of this Agreement shall not be affected thereby, and
each remaining term and provision of this Agreement shall be valid and be
enforceable to the fullest extent permitted by law.
19. Independent Contractor.
19.1 The Auditor and its employees, volunteers and agents shall be and remain an
independent contractor and not an agent or employee of the City with respect to all
of the acts and services performed by and under the terms of this Agreement. This
Agreement shall not in any way be construed to create a partnership, association or
any other kind of joint undertaking, enterprise or venture between the parties.
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20. Compliance with Laws.
20.1 The Auditor shall comply with all applicable laws, ordinances, rules,
regulations, and lawful orders of public authorities in carrying out Services under
this Agreement, and in particular shall obtain all required permits from all
jurisdictional agencies to perform the Services under this Agreement at its own
expense.
21. E-Verify
21.1 Auditor has verified that its employees are authorized to work in the U.S. and
certifies that a good faith effort has been made to properly identify employees by
timely reviewing and completing appropriate documentation, including but not
limited to the Department of Homeland Security, U.S. Citizenship, and Immigration
Services Form I-9. Answers to questions regarding E-Verify as well as instructions
on enrollment may be found at the E-Verify website: www.uscis.gov/e-verify.
Auditor shall expressly require any subcontractors performing work or providing
services pursuant to this contract to likewise utilize the U.S. Department of
Homeland Security's E-Verify system to verify the employment eligibility of all new
employees hired by the subcontractor during the contract term.
22. No Lobbying
22.1 Pursuant to Chapter 216.347, F.S., the Auditor is prohibited from the
expenditure of any funds under this Contract to lobby the Legislature, the judicial
branch or another state agency.
23. Waiver.
23.1 The failure of either party to this Agreement to object to or to take affirmative
action with respect to any conduct of the other which is in violation of the terms of
this Agreement shall not be construed as a waiver of the violation or breach, or of
any future violation, breach, or wrongful conduct.
24. Survival of Provisions.
24.1 Any terms or conditions of either this Agreement that require acts beyond the
date of the term of the Agreement, shall survive termination of the Agreement, shall
remain in full force and effect unless and until the terms or conditions are completed
and shall be fully enforceable by either party.
25. Prohibition of Contingency Fees.
25.1 The Auditor warrants that it has not employed or retained any company or
person, other than a bona fide employee working solely for the Auditor, to solicit or
secure this Agreement, and that it has not paid or agreed to pay any person(s),
company, corporation, individual or firm, other than a bona fide employee working
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solely for the Auditor, any fee, Council,percentage, gift, or any other consideration,
contingent upon or resulting from the award or making of this Agreement.
26. Public Entity Crimes Affidavit.
26.1 Auditor shall comply with Section 287.133, Florida Statutes (Public Entity
Crimes Statute), notification of which is hereby incorporated herein by reference,
including execution of any required affidavit.
27. Counterparts.
27.1 This Agreement may be executed in several counterparts, each of which shall
be deemed an original and such counterparts shall constitute one and the same
instrument.
28. Responsible Vendor Determination.
28.1 Respondent is hereby notified that Section 287.05701,Florida Statutes,requires
that the City may not request documentation of, or consider, a vendor's social,
political, or ideological interests when determining if the vendor is a responsible
vendor.
[Signature pages follow.]
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date
written below their signatures.
FOR THE Auditor:
8 LA--10;244A--(1 --- for
,Riggs and Ingram, LLC
By: 0 GS C , �,2e,..5 gz 1 r.ccit,r,.o cu,
Name: AA ,1 c !�1,-6S
Title: Ct.c h\
Date Executed: q — 2'i -`.3
Page 130
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and
date first above written.
FOR THE CITY:
CITY OF OKEECHOBEE,
a Florida Municipal Corporation
`
By: #e"
•bowling R. atford Jr. M or
Date Executed: cckm b-e2 090'5
Attest:
i
By:, Ct :(11.d'beL
Lane Gamiotea, MC, City Clerk
Approved as to Form and Legal Sufficiency:
By: iA_
R. ry Hyden,"I at . ey
.son Yeager Gerso 1 ' arris & Fumero, P.A.
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EXHIBIT "B"
SCOPE OF SERVICES
Scope of Services are those contained in the Proposal dated July 6, 2023, attached hereto and
incorporated herein by reference.
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EXHIBIT "C"
RATE SCHEDULE AND COMPENSATION AND PAYMENT TERMS
The Rate Schedule for Services performed pursuant to this Agreement are as follows:
FY Audit 2023 FY Audit 2024 FY Audit 2025
Perform external audit services in $34,000.00 $34,700.00 $35,500.00
accordance with auditing
standards generally accepted in
the United States of America
(GAAS).
If needed, Single Audit, per each $5,000.00 $5,000.00 $5,000.00
Federal or State Major Program
that requires an audit.
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