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HomeMy WebLinkAboutBerkowitz, Dick, Pollack & Brant CPAC, LLP Agreement -2009 03 06BERKOWITZ DICKPOLLACK&:BRANT Cru~rl~nrerr Puntic 9r.t~cai;*:~r~urs e C:c~rr4ui7~ntvr~. t.t.r 200 south Sixcaync &mlcvani ~sixd~ hI«rr Miami, Flnrida ;13131-5310 't i+lephone: 3ttS-379-7tY00 7bll Pme: SOl)-9~M~1C~PA (1272} Faz: 105-379-fl2tl0 Mr. Kevin Smith, City Manager City of Winter Springs 1126 East SR 434 Winter Springs, Florida 32708 Dear Mr. Smith: March 6, 2009 SIS Eaxt I-:u fjlu l~ulcvan! t~iftoenth Flrxir Fotr I~tucicrdale, Florida 33301-22H1 'Idephutte: 954-7 t2.70f10 -frill Frc~: At)0.999-tC'PA 11272) Tax: 954-712-71170 rumw~,d.!/Ji,ro+n This is an agreement between Berkowitz Dick Pollack & Brant Certified Public Accountants & Consultants, LLP, (hereinafter referred to as the Firm) and the City of Winter Springs doing business at 1126 East SR 434, Winter Springs, Florida 32708, (hereinafter referred to as the Client). It is agreed as follows: The Firm will provide the following service: Subject to the requirements of the Sunshine Law, individually interview the Mayor and each Commissioner to determine what their specific concerns are regarding the need for a forensic analysis. Interview the city manager and city attorney to the extent necessary to gather information relative to applicable city policies adopted by the City Charter and by the City Commission including ordinances, and resolutions. To the extent necessary, meet with the Mayor and City Commission at a duly held public meeting. b. If possible, interview purchasing and accounting personnel to help identify potential risk areas. c. Review selected accounting records to determine scope and time required for Phase Two. d. Develop a written preliminary analysis report based upon the interviews and define a proposed Phase Two scope and budget. To the extent feasible and requested by the City, the Firm will provide several optional Phase Two scopes and budgets. 2. This Agreement will remain in force until canceled by either party. It is recognized by the parties that outside the terms of the Agreement, the Firm is available to provide other services upon written request by the Client. Such services shall be provided under the same terms and conditions as those covered by this Agreement unless documented by a separate Agreement. With respect to financial, statistical and personnel data relating to the services provided which are deemed confidential bylaw and which are submitted to or obtained by the Firm in order to carry out the Agreement, the Firm will instruct its personnel to keep such information confidential to the extent provided by law. Any data obtained, which is subject to the Florida Public Records Act and the Sunshine Law, is exempt from this provision. Mr. Kevin Smith, City Manager City of Winter Springs March 6, 2009 Page 2 The working papers prepared in conjunction with our work are the property of our Firm, constitute confidential and proprietary information and will be retained by us in accordance with our policies and procedures, unless such papers constitute a public record which must be disclosed pursuant to the Florida Public Records Act. The Firm shall comply with all applicable Federal, State, Seminole County and City laws, code and ordinances, 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. Client will advise the Firm, with sufficient notice, of the work to be performed by the Firm. Should information become known that would make the Firm's continued involvement in this engagement inappropriate, the Firm reserves the right to withdraw from this engagement. Client has read and agreed to the fees, billing_policy and other terms and conditions as specified in Exhibit A. Exhibit A and its terms and conditions are an integral part of this agreement. This agreement contains all the understandings between the parties and supersedes all prior offers, negotiations and agreements relating to the subject matter hereof. If any provision of this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way, unless such partial invalidity materially affects the intent of the parties. The Client will indicate its agreement with the contents of this letter and Exhibit A dated March 6, 2009 by signing this letter and returning it to the Firm. We have enclosed an extra copy of this letter and Exhibit A for your records. In the event you have any questions or comments, please contact me. V truly rs, / ~ ,i'~ ' ti ~~ ichard A. P lack For The Firm BDPB:Ire Enclosure Mr. Kevin Smith, City Manager City of Winter Springs March 6, 2009 Page 3 ACCEPTED AND AGREED: y Ci of Winter S rings Please include the following information regarding the Client representative to whom the Firm will send its invoices: Name Title Gl ?y oI-' wrNTC.,.` S/~•2 w LS Company ~/ Z G ~ s-„~-rC R~ i-~o y 3 Address Date ~!U^7 - 3Z~ - 59 6~ Phone Number Fax Number r"1•~rz~~ ~ w,'-, der-s,~^•h~ Fl. ~,rJ E-mail Address V Exhibit A Berkowitz Dick Pollack & Brant Certified Public Accountants & Consultants, LLP Fees, Billing Policy and Other Terms and Conditions March 6, 2009 Fees for this engagement will not exceed $7,000.00 and will be inclusive of out-of-pocket costs for the initial trip and will be based on the time spent by various members of the Firm's staff at regular professional rates in effect at the time services are rendered. These hourly rates are currently as follows: Directors $420 Associate Directors $325 - $340 Managers $250 - $315 Supervisors $155 - $210 Seniors $140 - $150 Staff $110 - $135 Paraprofessionals $ 75 - $100 All services and expenses will be billed periodically and shall be payable within thirty (30) days of receipt of such billing. In the absence of the Firm's receipt of a written objection to any invoice within thirty (30) days of the date it is rendered, the Client will be deemed to have accepted and acknowledged, as correct, the services rendered as described in the invoice and the value thereof. It is agreed that the Client will be responsible for the payment of the Firm's charges. In the event it is necessary for the Firm to incur attorney's fees and costs to collect outstanding fees, the Client agrees to pay such reasonable fees and costs of collection, but only to the extent that a court of competent jurisdiction has determined that the Client has failed to properly pay the Firm's charges. The Firm may, at it sole discretion, suspend services to be provided pursuant to this agreement if an invoice from the Firm to the Client becomes 15 days overdue. The Firm, at its sole discretion, may not resume work until all outstanding invoices are paid in full. The Firm charges interest at the rate of twelve percent (12%) per annt-m on any past due amount. If the Firm is not paid, it may cease all work until paid and/or withdraw from this engagement. If the Firm elects to terminate the Firm's services for nonpayment, the Firm's engagement will be deemed to have been completed. The Client will be obligated to compensate the Firm for all time expended, but not to exceed $7,000.00. The Client agrees that the Firm shall not be responsible for any consequences, including any financial damages, pertaining to the Firm's suspending work as described above. Any dispute arising under this agreement (including but not limited to the scope, nature and quality of services performed by the Firm, the Firm's fees and other terms of the engagement) shall be submitted to mediation. A competent and impartial third-party, acceptable to both parties, shall be appointed to mediate, and the Client and the Firm shall pay an equal percentage of the mediator's fees and expenses. If the dispute is not resolved in mediation, the mediation shall terminate and the dispute may be settled in a court of competent jurisdiction located in Seminole County, Florida. No litigation proceedings shall be commenced under this agreement until at least 60 days after the first joint meeting among the Client, the Firm and the mediator. Our engagement with you is not intended to shift risks normally borne by you to us. Except to the extent finally determined to have resulted from the Firm's gross negligence or willful misconduct, the Firm's maximum liability to the Client for any reason, including the Firm's negligence, relating to the services under this letter shall be limited to the fees paid to the Firm for the services or work product giving rise to liability. Any liability of the Firm to the Client shall not include any special, indirect, consequential, incidental, punitive, or exemplary damages or loss nor any lost profits, savings, or business opportunity. Exhibit A Berkowitz Dick Pollack & Brant Certified Public Accountants & Consultants, LLP Fees, Billing Policy and Other Terms and Conditions Page 2 If, in a proceeding or lawsuit in which the Firm is not a party and the Firm or any of its directors, partners, agents or employees, is requested, pursuant to subpoena or other legal process to produce documents and/or to give testimony upon oral examination (at deposition, hearing or trial) relating in any way to the services provided pursuant to this engagement, the Client shall pay the Firm at standard billing rates for its professional time and expenses, including reasonable attorneys' fees, incurred in responding to, and complying with, such subpoena or legal process. To the extent permitted by law and subject to any applicable limitations imposed pursuant to section 768.28, Florida Statutes. The Client hereby indemnifies the Firm, or any of its directors, partners, agents or employees and holds them harmless from all claims, liabilities, losses and costs arising in circumstances where there has been a misrepresentation by a member of the Client's management, including those charged with corporate governance, regardless of whether such person was acting in the Client's interest. During the term of the Agreement and completion of this engagement, the Firm agrees to maintain professional malpractice insurance with minimum coverage of $1,000,000.00 per claim.