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HomeMy WebLinkAboutR-87-0372d-87-81 RESOLUTION NO. 8 7!73'72I A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, WITH THE LAW FIRM OF SPARBER, SHEVIN, SHAPO AND HEILBRONNER, P.A., FOR PROFESSIONAL LEGISLATIVE CONSULTANT SERVICES; ALLOCATING THEREFOR AN AMOUNT NOT TO EXCEED $140,000 FOR SUCH SERVICES, AND AN AMOUNT NOT TO EXCEED $10,000 FOR REIMBURSABLE EXPENSES FROM THE LEGISLATIVE LIAISON GENERAL FUND. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI$ FLORIDA: Section 1. The City Manager is hereby authorized to execute an agreement, in a form acceptable to the City Attorney, with the law firm of Sparber, Shevin, Shapo and Heilbronner, P.A., for professional legislative consultant services on behalf of the City. Section 2. An amount not to exceed $140,000 is hereby allocated for said agreement together with an additional amount not to exceed $10,000 for reimbursable expenses from the Legislative Liaison General Fund. PASSED AND ADOPTED this 30th day of ATTEST: �-'i4" NATTY HIRAI CITY CLERK PREPARED AND APPROVED BY: ltOB9-RT F. CLARK CHIEF DEPUTY CITY ATTORNEY RFC:bss:M321 XAVIER L. i1 , 1987. FINANCIAL REVIEW: (-/ CA CIA, DIRECTOR FINANCE EPARTMENT A. , MAYOR AS TO FORM AND as: CITY ATTORNE? BUDGEJAKREVIEW: . ANA, DIRECTOR & BUDGET = COId.MISSII MEETING OF APR 30 1987 1N J k 10 % CITY OF MIAMI. FLORIDA INTER -OFFICE MEMORANDUM TO. DATE: ALE; Honorable or, and Members g�s�E�t. April 10, 1987 J-87-81 of the C C.ommissfon Sparber, Shevin, Shapo and Heilbronner, P.A. FROM: REFERENCEB:Agreement, 1987 L a Doughert ' City Attorney ENCLOSURES. Our office has reviewed the subject agreement as it relates to the procurement provisions of the City Charter. There is no requirement of competitive negotiation for the procurement of legal services. Under the proposed agreement, the law firm in question' is to assist the City in connection with legal services such as drafting proposed legislation as well as other consultant services. Although these services can be characterized as legal services, the administration has interviewed two (2) other firms in order to comply with the code requirements for the acquisition of professional services. The action clearly satisfies all code procurement requirements. LAD/RFC/bss/P363 cc: Cesar A. Odio, City Manager .na Pp� V rM This Agreement entered into as of January 1, 1987 by and between the CITY OF MIAMI, a municipal corporation of Dade County, Florida ("CITY"), and . SPARBER, - SHEVIN, SHAPO & HEILBRONNER, P.A. ("CONSULTANT"). W I T N E S S E T H: WHEREAS, the City Commission on , 1987 passed Resolution (the "Resolution") authorizing and direct- ing the City Manager to enter into an agreement with CONSULTANT to retain CONSULTANT as a special lobbyist in Tallahassee and Washington, D.C., in connection with matters concerning the CITY; and WHEREAS, the Florida Legislature is and will continue to be considering important legislation that could affect the CITY in the areas of housing, economic redevelopment, revenue distribution, living conditions, taxation and other similar areas and issues affecting the CITY; and WHEREAS, CONSULTANT has special capabilities and knowledge regarding the needs of CITY; and i WHEREAS, CONSULTANT desires to perform the lobbying i i services required by CITY; and WHEREAS, CONSULTANT has represented the CITY success- fully over the past year; and WHEREAS, the City Manager and CONSULTANT have reached an agreement to provide said services. NOW, THEREFORE, in consideration of the mutual cove - pants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties hereto understand and agree as follows: 1. TER . The term of this Agreement shall start on January 1, 1987 and end at 12:00 p.m. on December 31, 1987. 2. SCOPE OF SERVICES. During the term of this Agreement. and as requested or directed by CITY through the Mayor, the City Manager or repre- sentatives specifically designated by them to deal with CONSULTANT concerti_.,g portions of its s.1'rices hereunder. CONSULTANT shall provide the following services to CITY: (a) The CONSULTANT will maintain liaison with the CITY's Congres3ional and Legislative delegations and will assist the- delegations in those 'matters which the CITY determines to be in its best interest. (b) Periodically monitor various legislative or administrative issues at the federal and state levels and report to CITY on significant legislative or administrative changes. (c) Advise and consult with CITY officials on legis- lative strategies and tactics, and assist the CITY to implement such strategies. , (d) Under the direction of the City Manager or his designee, and in cooperation with the City Commission, assist CITY in the development of legislative issues that CITY needs to prepare for presentation to both the Federal and State Legislatures. (e) As and when requested, serve as the liaison with the Florida Governor, Cabinet and State agencies as well as with the white House, Administration and Federal agency officials to provide effective representation to the CITY. (f) On request, assist the CITY's legal department in connection with legal services, or related to matters on which CONSULTANT is providing services hereunder. (g) CONSULTANT shall furnish CITY with a written report summarizing activities undertaken on behalf of the CITY for the preceding months and shall otherwise regularly commu- nicate and/or meet with CITY officials. 3. COMPENSATION. CITY shall pay One Hundred Fifty Thousand Dollars ($150,000) to CONSULTANT as consideration for CONSULTANT'S services hereunder. Said consideration shall be paid in advance to CONSULTANT in twelve (12) equal monthly installments of $12,500.00, beginning January 1, 1987. Payment shall be made by the City upon receipt of monthly invoices -from CONSULTANT. -2- r•� Z . -- - 4. AUDIT_RIGH'. Through the term hereof and for one (1) year there- after, CITY shall have the right to review and audit the time, cost and expense records of CONSULTANT pertaining to services hereunder. 5. EXPENSES. CITY shall not reimburse CONSULTANT for ordinary expenses incurred by CONSULTANT and its employees, agents, subcontractors or representatives. It is understood that the compensation received under Paragraph 3 is inclusive of all such costs and expenses. �6. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS. Both CITY and CONSULTANT shall comply with all appli- cable laws, ordinainces and codes of Federal, State and Local Governments. 7. OWNERSHIP OF DOCUMENTS. (a) All formal documents (or including personal notes and similar materials) developed by CONSULTANT under this Agree- ment shall be delivered to CITY by CONSULTANT upon completion of CONSULTANT'S services and shall become the property of CITY, without restriction or limitation on its use. CONSULTANT agrees that all documents maintained and generated pursuant to this contractual relationship between CITY and CONSULTANT shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. (b) It is further understood by and between the parties that any information, writings, maps, contract docu- ments, 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 other purposes whatsoever without the written consent of CITY. 8. NONDELEGABILITY. The substantive obligations undertaken by CONSULTANT pursuant to this Agreement shall only be delegated to other -3- 8'�-3'�2+. persons or firms regularly associated wir CONSULTANT upon the prior consent of the CITY provided that nothing herein shall preclude CONSULTANT, without prior written CITY approval, from seeking the advice or assistance of others, at CONSULTANT'S own expense, so long- as such persons do- not have authority to represent that they are acting on behalf of the CITY. It is contemplated the CONSULTANT will continue to utilize Pedro Roig and Julio Rebull to assist in its representation of the CITY. 9. AWARD OF AGREEMENT. CONSULTANT warrants that he has not employed or retained any person employed by CITY to solicit or secure this Agreement and that he has not offered to pay, paid, or agreed to pay any person employed by the CITY any fee, commission, per- centage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. 10. INDEMNIFICATION. CONSULTANT shall indemnify, defend and save CITY, its officers, employees and agents harmless from and against any and all claims, liabilities, losses, and causes of action which may arise out of CONSULTANT'S negligent act or omission or willful misconduct under this Agreement, including any person acting for or on his/her behalf, and, from and against any orders, judgments, or decrees which may be entered as a result of such acts of CONSULTANT and from and against all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claims, or in the investigation thereof. 11. CONFLICT OF INTEREST. (a) CONSULTANT covenants that no person under its employ, who presently exercises any functions or responsibili- ties in connection with this Agreement has any personal financial interests, direct or indirect, with CITY. CONSULTANT further covenants that, in the performance of this Agreement, no person having such conflicting interest shall be utilized in respect to services provided hereunder. Any such conflict of -4- s 87-31Z y interests) on thl.APart CONSULTANT or its INployees must be disclosed in writing to CITY. (b) CONSULTANT is aware of the conflict of interest j 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 will fully comply in all respects with the terms of said laws and any future amendments thereto. 12. INDEPENDENT CONTRACTOR. CONSULTANT and his/her 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 he/she shall not be deemed entitled to the Florida Worker's Compensation benefits as an employee of CITY. 13. TERMINATION OF CONTRACT. CITY retains the right to terminate this Agreement with or without cause at any time prior to the completion of the services required pursuant to Paragraph 2 hereof without penalty to CITY. In that event, CITY shall give thirty (30) days written notice of termination of this Agreement to CONSULTANT, and CONSULTANT shall receive Twelve Thousand Five Hundred Dollars ($12,500) for services to be rendered during said 30 day period and CONSULTANT shall be entitled to no other fees or compensation. 14. NONDISCRIMINATION. CONSULTANT agrees that it shall not discriminate as to race, se:, color, creed, handicap or national origin in connec- tion with his performance under this Agreement. 15. MINORITY PROCUREMENT COMPLIANCE. CONSULTANT acknowledges that he has been furnished a copy of Ordinance No. 10062,. the Minority Procurement Ordinance of the City'of Miami, and agrees to comply with all applicable -5- I including substantive and pL:.cedural provisions ther any amendments thereto. 16. CONTINGENCY CLAUSE. Funding for this Agreement is contingent of 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. 17. WAIVERS AND AMENDMENTS. No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. 18. 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: 3500 Pan Am Drive Miami, Florida 33133 Attn: City Manager With a copy to: City Attorney Attn: John Copeland If to CONSULTANT: Sparber, Shevin, Shapo & Heilbronner, P.A. 30th Floor, AmeriFirst Building One Southeast Third Avenue Miami, Florida 33131 Attn: Ronald A. Shapo, Esq. or to such other address as any party shall have specified by Notice in writing to the other. 19. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof. 20. 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 _i confer on any of -her person other than the parties hereto, or l !t11 their respective successors, any rights, remedies, obligations or liabilities under or by reason of this Agreement. 21. APPLICABLE LAW. i 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. 22. SECTION AND OTHER HEADINGS. 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. 23. 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 officials thereunto duly authorized, this _ day of ATTEST: By• MATTY HIRAI, City Clerk 1987. CITY: CITY OF MIAMI, a municipal corporation of the State of Florida By• CESAR H. ODIO, City Manager (SIGNATURES CONTINUED ON NEXT PAGE -7- tU� 4 1 1 CONSULTANT: SPARBER, S ]N, SHAPO & HEILBRO P.A. By: / t Corporate Secretary (Seal) resident Approved as to insurance Approved as to form ar correctness: Division of Risk Management LUCIA A. DOUGHERTY City Attorney 18-006-591+/4 -8- 1 t♦ r i CORPORATE RESOLUTION WHEREAS, SPARBER, SHEVIN, SHAPO & HEILBRONNER, P.A. has submitted a proposal on consulting services and the City has accepted such proposal. A copy of said proposal is attached hereto as Exhibit A; and WHEREAS, the Board of Directors of Sparber, Shevin, Shapo & Heilbronner, P.A. has examined terms, conditions and obligations of the proposed contract with the City of Miami for consulting services, a portion of which has been rendered prior hereto; and WHEREAS, the Hoard of Directors at a duly held corpo- rate meeting have considered the matter in accordance with the by-laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS of Sparber, Shevin, Shapo & Heilbronner, P.A. that the president and secretary are hereby authorized and instructed to enter into a contract in the name of and on behalf of this corporation with the City of Miami for consulting services, in accordance with the contract documents furnished by the City of Miami, and for the price and upon the terms and payments contained in the proposed contract submitted by the City of Miami. IN WITNESS WHEREOF, this 17th day of March, 1987. SPARBER, SHEVIN SHAPO & HE ILBRONjER'h3 . A . By: `✓ i [SEAL] Secretary 18-006-591/4 -9-