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AGREEMENT FOR SERVICESAGREEMENT FOR SERVICES THIS AGREEMENT, entered into this � day of , 2018, by and between the CITY OF CLEARWATER, a Florida municipal corporation, hereinafter referred to as "City, " P.O. Box 4748, Clearwater, Florida 33758 and Kerkering, Barberio & Co., a Florida corporation, hereinafter referred to as "Firm," 1990 Main Street, Suite 801, Sarasota, FL 34236. WHEREAS, the City engages Firm to provide certain professional consulting services to include a review of the books and records of the City of Clearwater's Parks and Recreation Department as it relates to possible misappropriation of funds; and WHEREAS, Firm agrees to provide forensic investigation services and possible litigation services. NOW THEREFORE, in consideration of the promises stated herein, the City and Firm mutually agree as follows: 1. SCOPE OF PROJECT. Firm agrees to provide professional consulting services under theterms and conditions described in attached Exhibit "A." 2. TIME OF PERFORMANCE. This Contract shall commence upon execution of this Agreement and terminate upon Firm's completion of said work, pursuant to this Agreement, unless earlier terminated as provided herein. 3. COMPENSATION. The City will pay Firm a sum not to exceed $20,000 inclusive of all reasonable and necessary direct expenses. The City may, from time to time, require changes in the scope of the project of Firm to be performed hereunder. Such changes, including any increase or decrease in the amount of Firm's compensation and changes in the terms of this Contract which are mutually agreed upon by and between City and Firm shall be effective when incorporated in written amendment to this Contract. 4. METHOD OF PAYMENT. Firm's invoices shall be submitted to the City for approval for payment on a monthly basis. The City agrees to pay after approval under the terms of the Florida Prompt Payment Act F.S. 218.70. The City's performance and obligation to pay under this Contract is contingent upon an annual appropriation of the City's budget. 5. NOTICES AND CHANGES OF ADDRESS. Any notice required or permitted to be given by the provisions of this Contract shall be conclusively deemed to have been received by a party hereto on the date it is hand delivered to such party at the address indicated below (or at such other address as such party shall specify to the other party in writing), or if sent by registered or certified mail (postage prepaid) on the fifth (5th) business day after the day on which such notice is mailed and properly addressed. Kerkering, Barberio & Co. City of Clearwater o(� Laura Krueger Brock Jay Ravins Consultant 1990 Main St. Ste 801 Sarasota, FL 34236 Telephone: 941-953-7451 Page 2 of 6 Finance Director P.O. Box 4748 Clearwater, Florida 33758 Telephone: 757-562-4538 6. TERMINATION OF CONTRACT. The City at its sole discretion may terminate this Contract by giving Firm a ten (10) day written notice of its election to do so and by specifying the effective date of such termination. Firm shall be paid for its services through the effective date of such termination. Further, if Firm shall fail to fulfill any of its obligations hereunder, this Contract shall be in default, the City may terminate the Contract, and Firm shall be paid only for work completed. 7. INDEMNIFICATION AND INSURANCE. Firm shall carry the following minimum types and amounts of insurance at its own expense: 1) Commercial general liability insurance in an amount of at least one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) aggregate in occurrences. This policy shall include coverage for personal injury or death or property damage or destruction. 2) Automobile liability insurance of one million dollars ($1,000,000) combined single limit covering all owned, hired and non -owned vehicles. 3) Workers' Compensation insurance required by Florida law and Employers' Liability insurance. 4) Professional liability insurance appropriate to Firm's profession in an amount of at least one million dollars ($1,000,000) per claim. 5) Cyber liability insurance in an amount of at least one million dollars ($1,000,000). Page 3 of 6 8. PROPRIETARY MATERIALS. Upon termination of this Contract, Firm shall transfer, assign and make available to City or its representatives all property and materials in Firm's possession belonging to or paid for by the City. 9. INTERESTS OF PARTIES. Firm covenants that its officers, employees and shareholders have no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance and/or provision of services required under the terms and conditions of this Contract. 10. CONFORMANCE WITH LAWS. Firm agrees to comply with all applicable federal, state and local laws during the life of this Contract. 11. ATTORNEY FEES. In the event that either party seeks to enforce this Contract through attorneys at law, then the parties agree that each party shall bear its own attorney fees and costs. 12. GOVERNING LAW AND VENUE. The laws of the State of Florida shall govern this Contract, and any action brought by either party shall lie in Pinellas County, Florida. 13. CONDITIONS AND ASSURANCES. A. Access to Records: City agrees that Firm any of its duly authorized representatives shall have access to any books, documents, papers, and records of the City for the purpose of the forensic accounting investigation. Page 4 of 6 B. Retention of Records: The Firm will be required to comply with Section 119.0701, Florida Statutes, specifically to: a. Keep and maintain public records required by the City to perform the service; b. Upon request from the City's Custodian of Records, 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 in Chapter 119 or as otherwise provided by law; c. 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 contract term and following completion of the contract if the Firm does not transfer to the City; and d. Upon completion of the contract, transfer, at no cost, to the City all public records in possession of the Firm or keep and maintain public records required by the City to perform the service. If the Firm transfers all public records to the City upon completion of the contract, the Firm shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Firm keeps and maintains public records upon completion of the contract, the Firm shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's Custodian of Public Records, in a format that is compatible with the information technology systems of the City. Page 5 of 6 IF THE FIRM HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE FIRM'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, ROSEMARIE CALL, AT 727-562-- 4090, rosemarie.call@myclearwater.com, and/or 112 S. Osceola Ave., Clearwater, FL, 33756. IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date set forth above. Countersigned: Ap roved as to form: k_ A 4 CITY OF CLEARWATER, FLORIDA BY: WAIOP;AA 6/1 Attest: William B. Horne II City Manager Pamela K. Akin Rosemarie Call City Attorney City Clerk Attest: r t n By: 10-12. ►o Q- Print Name: Print Name: /A /gA Secretary Title: /517-5Ci Page 6 of 6 EXHIBIT A Kerkering, Barberio & Co. (the Firm) are engaged to provide certain professional consulting services to include a review of the books and records of the City of Clearwater's (the City) Parks and Recreation Department to include an investigation regarding potential fraud and/or errors. The purpose of our investigation is to provide you with information that will assist you in the following: 1. Determining whether there is evidence that fraud may have occurred, 2. Identifying the potential perpetrator or perpetrators, 3. Quantifying the potential loss from any detected fraud, and, 4. Assisting with any legal action if necessary. Our engagement would include, but not be limited to, a review of certain accounting transactions, journal entries, supporting documentation such as bank statements, bank deposits, cancelled checks, vendor contracts and other items as deemed necessary. Our procedures may also include inquiries of certain current and former employees. This engagement is not an audit, review or compilation in accordance with Generally Accepted Accounting Principles. We will rely on the documentation and information provided by the City without audit or other verification. Our standard hourly rates for this type of consulting include the following: Shareholder $350 Consultant $250 Manager $200 Supervisor $165 Senior Accountant $150 Staff Accountant $115 We will submit bills to you monthly, payable upon presentation. Our fees for this work will not exceed $20,000. Because this type of engagement includes following leads that develop during the course of our work, we may expand the scope of the procedures to trace leads to their ultimate resolution. This expansion of scope will only occur after we discuss with you and gain your approval to perform the additional procedures. In connection with this engagement, we may communicate with you or others via e-mail or text transmission. As e-mails and text messages can be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they are directed and only to such parties, we cannot guarantee or warrant that e-mails from us will be properly delivered and read only by the addressee. Therefore, we specifically disclaim and waive any liability of responsibility whatsoever for interception or unintentional disclosure or communication of e-mail or text transmissions, or for the unauthorized use or failed delivery of e-mails or text messages transmitted by me in connection with the performance of this engagement. In that regard, you agree that we shall have no liability for any loss or damage to the person or entity resulting from the use of e-mail or text transmissions including any consequential, incidental, direct, indirect, or special damages, or disclosure or communication of confidential or proprietary information. During the course of our engagement, it may be necessary for us to prepare written reports that support our conclusions. We will report to the City, directly, and will submit to you all reports, communications and work product. These reports are to be used only in connection with the potential litigation and may not be published or used in any other manner without written consent of the Firm. We understand that in preparing this matter for trial, you may share with us confidential information. Consequently, we understand that the work performed by us as being covered by attorney-client privileges. We further understand that if we are asked to testify, such privileges may no longer apply. All workpapers or other documents used during this engagement will be maintained in segregated files. Any original documents will be copied and returned to you. All copies of documents supplied to us will be maintained under our records retention policy. This engagement does not include any services not specifically identified in this letter. Any additional services requested by you will be subject to a separate written understanding before the additional services are commenced and billed at the agreed upon hourly rate. We agree to provide services in connection with this letter with the understanding that there shall be no obligation to furnish services after completion of the original assignment. If the need to subsequent services related to an assignment occurs, including updates, conferences, testimony, preparation of testimony, document production, interrogatory repose preparation, or reprint and copy services whether by request of the City or by subpoena or other legal process initiated by a party other than the City, the City agrees to compensate the Firm for its time at its standard hourly rates then in effect, plus all expenses incurred in the performance of such services. We reserve the right to make adjustments to the analysis, opinion and conclusion set forth in any report as we deems necessary as a result of its consideration of additional or more reliable data that my become available. The parties intend the engagement to be the initial expression of the terms of their agreement and future intend this letter to be the complete and exclusive statement of all the terms of their agreement.