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HomeMy WebLinkAboutR-94-0696? J-94-757 9/13/94 RESOLUTION NO. 9 4- 696 A RESOLUTION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH THE LAW FIRM OF HOLLAND & KNIGHT, FOR PROFESSIONAL LEGISLATIVE CONSULTATION SERVICES ON BEHALF OF THE CITY, FOR THE PERIOD OF OCTOBER 1, 1994 THROUGH SEPTEMBER 30, 1999; ALLOCATING FUNDS THEREFOR FROM THE LEGISLATIVE LIAISON GENERAL FUND, IN AN ANNUAL AMOUNT NOT TO EXCEED $100,000.00 FOR SAID SERVICES, TOGETHER WITH AN ANNUAL AMOUNT NOT TO EXCEED $20,000.00 FOR REIMBURSABLE EXPENSES, APPROVED BY THE CITY MANAGER. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized`/ to execute an agreement, in substantially the attached form, with the law firm of Holland & Knight, for professional legislative consultation services on behalf of the City, for the period of October 1, 1994 through September 30, 1999, with funds therefor hereby allocated from the Legislative Liaison General Fund, in an annual amount not to exceed $100,000.00 for said services, together with an annual amount not to exceed $20,000.00 for reimbursable expenses, approved by the City Manager. The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. CITY COMI MS1OJI MEETING Or, SEP 2 2 1994 A"W"r6t Seotion 2. This Resolution shall beoome effeotive immediately upon its adoption. PASSED AND ADOPTED this 22nd day of September 1994. TEPHEN P. GLARK, MAYOR ATTE MATTY HIRAI CITY CLERK APPROVED AS TO FORM AND CORRECTNESS: A / QU7WN J N S , II CITY AATTO Y BSS:M461 94-- 696 -2- -DRAFT PROFESSIONAL SERVICES AGREEMENT This Agreement entered into this day of , 1994, by and between the City of Miami, a municipal corporation of the State of Florida, hereinafter referred to as "CITY" and Holland & Knight, hereinafter referred to as "CONSULTANT". RECITAL WHEREAS, the City Commission on , 1994 adopted Resolution No. 94- (the "Resolution") authorizing and directing the City Manager to enter into an agreement with CONSULTANT to retain CONSULTANT as a special legislative counsel; and WHEREAS, the Florida Legislature _ regularly considers important legislation that could affect CITY in the areas of housing, economic redevelopment, revenue distribution, living conditions, taxation and other similar issues; and WHEREAS, CONSULTANT has special capabilities and knowledge regarding the needs of CITY; and WHEREAS, CONSULTANT desires to perform the legislative services required by CITY; and ,WHEREAS, the City Manager and CONSULTANT have reached an agreement to provide said services. NOW, THEREFORE in consideration of the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties hereto understand and agree as follows: WWEN RETURnmG FOR FURTHER REVIEW, PLEASE IDENTIFY AS 94- 696 1-1 The term of this Agreement shall be from October 1, 1994 through September 30, 1999. III SCOPE OF SERVICES: A. During the term of this Agreement, and when requested by CITY through the Mayor, the City Manager or representatives specifically designated by them to deal with CONSULTANT, CONSULTANT shall provide the following services to CITY: 1. Advise and consult with CITY on legislative issues and strategies and assist CITY in implementing such strategies. 2. Under the direction of the City Manager or his designee, and in cooperation with the City Commission, assist CITY in developing and prioritizing legislative issues of significant interest to CITY. 3. Maintain liaison with the CITY's legislative delegation and assist the delegation in legislative matters of interest to CITY. 4. Monitor various legislative issues identified in advance by CITY and periodically report to CITY. 5. Where possible, advise CITY in advance of legislative issues which will impact upon CITY. 6. Prepare legislation, and substantive amendments to filed bills where appropriate, on specific legislation identified by CITY. - 2 - 7. Provide CITY with legal analysis of legislation where appropriate. 8. Attend and report on selected legislative committee meetings; where appropriate, prepare and deliver committee testimony. 9. Provide lobbying on behalf of CITY in connection with appropriations issues and other specific legislation identified in advanoe by CITY and approved by CITY prior to the commencement of the 1995 Legislative Session. 10. Coordinate with interest groups identified and approved in advance by CITY and prior to the commencement of the 1995 Legislative Session. B. The scope of legal services contemplated by this Agreement are those which arise in the normal course of legislative representation at the regular legislative session and excludes the performance of extraordinary or unusual services or requests identified by CITY after the commencement of the 1995 Legislative Session. If, during the course of this Agreement, CITY requests CONSULTANT to undertake an unanticipated special project which would involve legal services over and above those contemplated by this Agreement, CITY and CONSULTANT will agree in advance to the representation, the appropriate time required and the professional fees. 94- 696 - 3 - A. Fees. CITY shall pay a maximum of One Hundred Thousand Dollars ($100,000.00) annually in billable hours to CONSULTANT per regular legislative session, as consideration for CONSULTANT Is services hereunder. Payment shall be made by CITY upon receipt of monthly invoices from CONSULTANT. B. Expenses. CITY shall reimburse CONSULTANT for expenses incurred by CONSULTANT and its employees, agents, subcontractors or representatives up to a maximum of Twenty Thousand Dollars ($20,000.00) annually per regular legislative session. All such expenses shall be approved by the City Manager or his designee and shall be billed monthly on separate invoices and accompanied by receipts, where applicable. Any expenses in excess of Twenty Thousand Dollars ($20,000.00) annually will be the sole responsibility of CONSULTANT. Through the term hereof and for one (1) year thereafter, CITY shall have the right to review and audit the time, cost and expense records of CONSULTANT pertaining to services hereunder. V. Both CITY and CONSULTANT shall comply with all applicable laws, ordinances and codes of state and local governments. 94-- 696 - 4 - Y1.1. WM$NTS: A. CONSULTANT agrees that all documents maintained and generated pursuant to this Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. B. CONSULTANT further agrees that any information, writings, maps, contract documents, reports or any other matter whatsoever which is given by CITY to CONSULTANT pursuant to this Agreement shall at all times remain the property of CITY and shall not be used by CONSULTANT for any purposes other than contemplated by this Agreement whatsoever without the written consent of CITY. NONDSLBGABiLITY The substantive obligations undertaken by CONSULTANT pursuant to this Agreement shall be delegated only to other persons or firms not regularly associated with CONSULTANT upon the prior consent of the CITY. Such persons or firms shall comply with the provisions of Section X(D) of this Agreement. Nothing herein shall preclude CONSULTANT, without prior CITY approval, from seeking the advice or assistance of others, at CONSULTANT's own expense, so long as such persons or firms do not have authority to represent that they are acting on behalf of CITY. The services of such persons or firms having conflicting interests as desoribed in Section X(D) of this Agreement shall not be utilized by CONSULTANT in respect to services provided hereunder. 9 4_ 696 - S - CONSULTANT warrants that it has not employed or retained any person employed by CITY to solioit or seoure this Agreement and that it has not offered to pay, paid or agreed to pay any person employed by CITY any fee, commission peroentage, brokerage fee, or gift of any kind oontingent upon or resulting from the award of this Agreement. 1X... CONSULTANT shall indemnify, defend and save CITY, its offioers, employees and agents harmless from and against any and all olaims, liabilities, losses, and oauses of aotion which may arise out of CONSULTANT's negligent aot or omission or willful misoonduot under this Agreement and, from and against any orders, judgments, or deorees which may be entered as a result of such aots of CONSULTANT and from and against all costs, attorneys' fees, expenses and liabilities inourred in the defense of any suoh olaims, or in the investigation thereof. A. CONSULTANT covenants that no person or entity under its employ presently exercises any functions or responsibilities in oonneotion with this Agreement has any personal finanoial interests, direot or indireot, with CITY. CONSULTANT further covenants that, in the performanoe of this Agreement, no person or entity having suoh oonflioting interest shall be utilized in 94- 696 respect to services provided hereunder. Any such oonfliot of interest(s) on the part of CONSULTANT, its employees or associated persons, or entities must be disclosed in writing to CITY. H. CONSULTANT is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Dade County, Florida (Dade County Code Section 2-11.1) and the State of Florida, and agrees that it shall fully comply in all respects with the terms of said laws and any future amendments thereto. C. CONSULTANT shall decline proffered employment by another client(s) if the exercise of his or her independent professional judgment on behalf of CITY, on any matter directly related to the services described in and the legislative matters previously and specifically identified pursuant to Section IS, of this Agreement, will be or is likely to be adversely affected by the acceptance of such proffered employment; provided, however, that CONSULTANT may represent a client(s) with an interest adverse to CITY if the subject matter of such representation is not related to the services described in Section II, and CITY hereby waives any conflict or alleged oonfliot with respect to such representation. D. CONSULTANT shall not delegate the substantive obligations undertaken hereunder to any person or entity who exercises any functions or responsibilities on his/her personal behalf or on behalf of any other olient(s) if the subject matter of such representation is related to the services described in Section II of this Agreement and if such representation will or - 7 - is likely to compete with the interests of CITY or adversely affect the interests of CITY and the obligations undertaken hereunder by CONSULTANT. INDEPENDENT CONTRACTOR: CONSULTANT, its employees and agents shall be deemed to be independent contractors, and not agents or employees of CITY, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of CITY, or any rights generally afforded classified or unclassified employees; further it shall not be deemed entitled to the Florida Workers' Compensation benefit as an employee of CITY. Both parties to this Agreement shall have the right to terminate this Agreement upon thirty (30) days written notice to the other party hereto. In the event of termination of this Agreement, CONSULTANT shall receive Eight Thousand Three Hundred Thirty Eight Dollars and Thirty Four Cents ($8,338.34) for services to be'rendered during said thirty (30) day period plus any expenses, subject to the limitations set forth in paragraph II(B), which are incurred and unpaid at the time of termination. CONSULTANT shall be entitled to no other fees or compensation. NONDISCRIMINATION: CONSULTANT agrees that it shall not discriminate as to race, sex, color, oreed, handicap or national origin in connection with its performance under this Agreement. 9 4 - 696 x1y. MINORITY P.ROGUREKENT COMPLIA_N�E CONSULTANT acknowledges that it has been furnished a copy of Ordinance No. 10538, the Minority Procurement Ordinance of the City of Miami, and agrees to comply with all applicable substantive and procedural provisions therein, including any amendments thereto. k7-#.TA CONTINGENCY M AUSRS: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds, or authorization, reduction of funds, and/or change in regulations. SVI. WAIVERS AND AMENDMENTS: No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. XI7II - NOTICES• All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid: If to CITY: City of Miami 3500 Pan American Drive Miami, Florida 33133 Attn: City Manager 94- 696 M_0 With a copy to: City Attorney Dupont Plaza Center 300 Biscayne Boulevard Way Suite 300 Miami, Florida 33131 CONSULTANT: Holland & Knight 1200 Brickell Avenue Miami, Florida 33131 Attn: W. Reeder Glass, Esq. Mikki Canton, Esq. With a copy to: Holland & Knight P.O. Drawer 810 Tallahassee, Florida 32302 Attn: Martha W. Barrett, Esq. or to such other address as any party shall have specified by notice in writing to the other. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof. BINDING EFFECT! BENEFITS: This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors; nothing in this Agreement, expressed or implied, is intended to confer on any other person other than the parties hereto, or their respective successors, any rights, remedies, obligations or liabilities under or by reason of this Agreement. APPLICABLE LAW: This Agreement and the legal relations between the parties hereto shall be governed and construed in accordance with the laws of the state of Florida. 94 - 6 9 6 10 - W $ =OX AND OCHER H13ADINGS The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. SEVERABILITY• Should any paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or of the City of Miami, such provisions, paragraphs, sentence, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, or if not modified to conform with such laws, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain .unmodified and in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the respective off ioials thereunto duly authorized, this day of , 1994. ATTEST: MATTY HIRAI CITY CLERK. M CITY OF MIAMI, a municipal Corporation of the State of Florida CESAR H. ODIO CITY MANAGER t WITNESSES: APPROVED AS TO INSURANCE REQUIREMENTS: CONSULTANT: By: Partner (Seal) FRANK K. ROLLASON, DEPUTY CHIEF RISK MANAGEMENT/FIRE-RESCUE APPROVED AS TO FORM AND CORRECTNESS: A. QUINN JONES, III CITY ATTORNEY BSS:M504 94- 696 - 12 - CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM 21 TO : Honorable Mayor and Members DATE : Sept 13, 1994 FILE : J_94_757 of the City Commission SUBJECT : Agr t-Legislative Consultation Servioes/Holl.and & Knissht FROM A. QLdm J City Atto REFERENCES : 2TZ City Com dssi.on Meeting ENCLOSURES: September 22, 1994 (1) The attached proposed Resolution has been submitted for your consideration concerning the execution of an agreement for Legislative Consultation Services. The existing agreement with Holland & Knight for said services expires on September 30, 1994. BSS:P964 cc: Cesar H. Odic, City Manager Aurelio Perez-Lugones, Legislative Administrator Ward Barritt, Administrative Assistant 94- 696