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HomeMy WebLinkAboutexhibit 1-psaPROFESSIONAL SERVICES AGREEMENT This Agreement is entered into this day of , 2004 (but effective as of ) by and between the City of Miami, a municipal corporation of the State of Florida ("City") and Ronald L. Book, P.A., a Florida corporation ("Provider"). RECITALS: A. The City has issued Request for Qualifications ("RFQ") No. 02-03-140 for the provision of state lobbying services ("Services") and Provider's proposal ("Proposal"), in response thereto, has been selected as the most qualified proposal for the provision of the Services. The RFQ and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are by this reference incorporated into and made a part of this Agreement. B. The Commission of the City of Miami, by Resolution No. - adopted on , 2004, approved the selection of Provider and authorized the City Manager to execute a contract, under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Provider and the City agree as follows: TERMS: 1. RECITALS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. TERM: The term of this Agreement shall be one (1) year, commencing on the effective date hereof. 3. OPTION TO EXTEND: The City shall have four (4) option(s) to extend the teem hereof for a period of one (1) year each, subject to availability and appropriation of funds. The City shall provide a minimum of thirty (30) days written notice if it intends to extend this Agreement for an additional term. 4. SCOPE OF SERVICE: A. Provider agrees to provide the Services as specifically described, and under the special tell is and conditions set forth in Attachments A and B hereto, which by this reference is incorporated into and made a part of this Agreement. B. Provider represents and warrants to the City that: (i) it possesses all qualifications, licenses and expertise required under the Solicitation Documents for the perfoiiirance of the Services; (ii) it is not delinquent in the payment of any sums due the City, including payment of permit fees, occupational licenses, etc., nor in the performance of any obligations to the City, (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each; and (iv) the Services will be performed in the manner described in Attachment A. 5. COMPENSATION: A. Fees. In consideration for the Services. the amount of compensation payable by the City to Provider shall be based on that which is described in Attachment `B" hereto, which by this reference is incorporated into this Agreement; provided, however, that in no event shall the total amount of compensation exceed $440,000 per year. In the fourth (4th) and fifth (5th) years, if extended and authorized by the City, amourtt, amnia co ensatio may be PSA State Lobbying Services 2 authorize ottation an crease oa royal by' ax murti o ercert for each of un B. Expenses. The City shall reimburse Provider for expenses incurred by Provider, its employees, agents, subcontractors or representative in the performance of the Services, up to a maximum annual amount of $15,000 for each of the initial three (3) years. In the fourth (4th) and fifth (5th) years, if extended and authorized by the City, the amount of approved reimbursable expenses may be increased a maximum of ten percent for each of the final two (2) years, upon negotiation and approval by the City. If Provider is entitled to reimbursement of travel expenses (i.e. Attachment "B" includes travel expenses as a specific item of compensation), then all bills for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. C. Unless otherwise specifically provided in Attachment "B", payment will be made within forty-five (45) days after receipt of Provider's approved invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should City require one to be performed. 6. OWNERSHIP OF DOCUMENTS: Provider understands and agrees that any information, document, report or any other material whatsoever which is given by the City to Provider or which is otherwise obtained or prepared by Provider pursuant to or under the terms of this Agreement is and shall at all times remain the property of the City. Provider agrees not to use any such information, document, report or material for any other purpose whatsoever without the written consent of City, which may be withheld or conditioned by the City in its sole discretion. 7. AUDIT AND INSPECTION RIGHTS: PSA State Lobbying Services 3 A. The City may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the City to Provider under this Agreement, audit, or cause to be audited, those books and records of Provider which are related to Provider's perfou uance under this Agreement. Provider agrees to maintain all such books and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement. B. The City may. at reasonable times during the teim hereof, inspect Provider's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Provider under this Agreement confoim to the terms hereof and/or the terms of the Solicitation Documents, if applicable. Provider shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. All tests and inspections shall be subject to, and made in accordance with, the provisions of Section 18-96.2 of the Code of the City of Miami, Florida, as same may be amended or supplemented, from time to time. 8. AWARD OF AGREEMENT: Provider represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 9. PUBLIC RECORDS: Provider understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. Provider's failure or refusal to PSA State Lobbying Services 4 comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. 10. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Provider understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. City and Provider agree to comply with and observe all applicable laws, codes and ordinances as they may be amended from time to time. 11. INDEMNIFICATION: Provider shall indemnify, defend and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the performance or non-performance of the services contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of Provider or its employees, agents or subcontractors (collectively referred to as "Provider"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default or negligence (whether active or passive) of the Indemnitees, or any of them or (ii) the failure of the Provider to comply with any of the paragraphs herein or the failure of the Provider to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement. Provider expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an PSA State Lobbying Services 5 employee or former employee of Provider, or any of its subcontractors, as provided above, for which the Provider's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. 12. DEFAULT: If Provider fails to comply with any teiiii or condition of this Agreement, or fails to perform any of its obligations hereunder, then Provider shall be in default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to Provider, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to Provider while Provider was in default shall be immediately returned to the City. Provider understands and agrees that termination of this Agreement under this section shall not release Provider from any obligation accruing prior to the effective date of termination. Should Provider be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Provider shall be liable to the City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re - procurement of the Services, including consequential and incidental damages. 13. RESOLUTION OF CONTRACT DISPUTES: Provider understands and agrees that all disputes between Provider and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Provider being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds $50,000, the City Manager's decision shall be approved or disapproved by the City Commission. Provider shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by the City Commission if the amount of compensation hereunder exceeds $50,000, or (ii) a period of sixty PSA State Lobbying Services 6 (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation (ninety (90) days if City Manager's decision is subject to City Commission approval); or (iii) City has waived compliance with the procedure set forth in this section by written instruments, signed by the City Manager. 14. CITY'S TERMINATION RIGHTS: A. The City shall have the right to terminate this Agreement, in its sole discretion, at any time, by giving written notice to Provider at least five (5) business days prior to the effective date of such termination. In such event, the City shall pay to Provider compensation for services rendered and expenses incurred prior to the effective date of termination. In no event shall the City be liable to Provider for any additional compensation, other than that provided herein, or for any consequential or incidental damages. B. The City shall have the right to terminate this Agreement, without notice to Provider, upon the occurrence of an event of default hereunder. In such event, the City shall not be obligated to pay any amounts to Provider and Provider shall reimburse to the City all amounts received while Provider was in default under this Agreement. 15. INSURANCE: Provider shall, at all times during the term hereof, maintain such insurance coverage as may be required by the City. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage shall be furnished to the City on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled during the performance of the services under this contract without thirty (30) calendar days prior written notice to the City. Completed Certificates of Insurance shall be filed with the City prior to the performance of services PSA State Lobbying Services 7 hereunder, provided, however, that Provider shall at any time upon request file duplicate copies of the policies of such insurance with the City. If, in the judgment of the City, prevailing conditions warrant the provision by Provider of additional liability insurance coverage or coverage which is different in kind, the City reserves the right to require the provision by Provider of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Provider fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Contract shall be considered terminated on the date that the required change in policy coverage would otherwise take effect. 16. NONDISCRIMINATION: Provider represents and warrants to the City that Provider does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Provider's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Provider further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 17. MINORITY AND WOMEN BUSINESS AFFAIRS AND PROCUREMENT PROGRAM: The City has established a Minority and Women Business Affairs and Procurement Program (the "M/WBE Program") designed to increase the volume of City procurement and contracts with Blacks, Hispanic and Women -owned business. The M/WBE Program is found in Ordinance No. 10062, a copy of which has been delivered to, and receipt of which is hereby acknowledged by, Provider. Provider understands and agrees that the City shall PSA State Lobbying Services 8 have the right to teuninate and cancel this Agreement, without notice or penalty to the City, and to eliminate Provider from consideration and participation in future City contracts if Provider, in the preparation and/or submission of the Proposal, submitted false of misleading information as to its status as Black, Hispanic and/or Women owned business and/or the quality and/or type of minority or women owned business participation. 18. ASSIGNMENT: This Agreement shall not be assigned by Provider, in whole or in part, without the prior written consent of the City's, which may be withheld or conditioned, in the City's sole discretion. 19. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO PROVIDER: TO THE CITY: Ronald L. Book, P.A., et al Attn: Ronald L. Book 2999 NE 191 Street, PH6 Aventura, Fl. 33180 Phone: (305) 935-1866 Fax: (305) 935-9737 FEIN: 592-76-9674 Joe Arriola City Manager Office of the City Manager 3500 Pan American Drive Miami, Florida 33131 With copies to: Alejandro Vilarello, City Attorney City of Miami 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33130 PSA State Lobbying Services 9 20. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. The venue for all legal proceedings should be Miami -Dade County. B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. D. Should any provision, paragraph, sentence, word or phrase 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 the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the • extent necessary in order to conform with such laws, or if not modifiable, 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 or limitation of its use. E. This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. 21. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 22. INDEPENDENT CONTRACTOR: Provider has been procured and is being engaged to provide services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, Provider shall not attain, nor be entitled to, any rights or PSA State Lobbying Services 10 benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Provider further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Provider, and agrees to provide workers' compensation insurance for any employee or agent of Provider rendering services to the City under this Agreement. 23. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or tetniination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice. 24. CONFLICTS OF INTEREST: Provider shall not represent any other party before the State Legislature or any other administrative agency on any matter where such party's interest may be adverse to the City without written permission of the City. In the event that Provider desires to represent another party with the State government, it shall inform the City Attorney and the City Manager in writing, of any other party it wishes to represent and the nature of the representation. The City may preclude the Provider from simultaneously representing the City and another party when, in the City's sole determination, the representation of another party may be adverse to the City's interest. Provider, the team of approved subcontractors, and any other consultants, shall be approved in writing by the City. Provider, the team of approved subcontractors, and any other consultants approved by the City, shall continuous disclose a list of their other clients, so that the City may determine if there exist conflict of interest. 24. REAFIRMATION OF REPRESENTATIONS: Provider hereby reaffirms all of the representations contained in the Solicitation Documents. PSA State Lobbying Services 11 25. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 26. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. "City" ATTEST: Priscilla A. Thompson, City Clerk APPROVED AS TO FORM AND CORRECTNESS: ALEJANDRO VILARELLO City Attorney ATTEST: Print Name: Title: CITY OF MIAMI, a municipal corporation By: Joe Arriola, City Manager APPROVED AS TO INSURANCE REQUIREMENTS: Risk Management "Provider" Ronald L. Book, P.A., a Florida professional association By: Ronald L. Book, Jr. Partner PSA State Lobbying Services 12 ATTACHMENT A Scope of Services A. Background Provider shall provide the City with state lobbying and consulting services as stipulated by the City. B. General Scope The Provider must provide state lobbying services as stipulated by the City. It is anticipated that such services may include, but not be limited to, representation in subjects/issues detailed in Section C. Provider shall perform, as a minimum, the following services: • Communicate with the City Manager/Chief Administrator or his designee(s) on at least a weekly basis to review and analyze State government executive and legislative actions having a bearing on the City's fiscal and programmatic interests. • Establish and maintain positive working relationships with the executive and legislative branches of the State government to enhance the City's position with respect to financial assistance, including reimbursements applications, regulatory procedures, legislation, budget authorizations and appropriations, and other similar matters, including, at minimum, those issues reflected above and in Section C herein. • Integrate its efforts with the City Manager/Chief Administrator or his designee to assure a strong and consistent legislative program. • Establish and maintain a fully functional office, if required, including, but not limited to, parking, phones, facsimile, copy machine, personal computer with appropriate software as identified by the City, filing space for City staff or officials in the Metropolitan Tallahassee area and provide clerical assistance for said staff or officials during the session to ensure effective coordination between Tallahassee and the City. • Provide a full range of legislative counsel and advocacy services, including preparing weekly reports advising the City Manager/Chief Administrator of the current status of legislation during legislative sessions. • Advise the City Manager/Chief Administrator on a timely basis of any issues, meetings, hearings, or legislative and administrative procedures of relevance to the City. • Represent the City at meetings, hearings, or conferences, as requested. • Be available on a twenty-four hour, seven (7) day per week basis during the session, and must immediately respond to any calls or pages by the City Manager/Chief Administrator or designated City Staff. • Confer with the Mayor, City Commission, City Manager/Chief Administrator, City Attorney, and other City personnel, on an as needed basis, regarding strategic organizational planning and program activities which have a bearing on the ability of the City to make the best use of state -funded programs. • Monitor state legislative committee meetings, state agency hearings and meetings prior to and during the regular and special legislative sessions relative to the city's legislative program or other issues that may impact the City of Miami, or offer sessions at the City's request. • Meet with the Mayor, City Commission, and City Manager or his designee(s) periodically and at mutually agreed upon times and dates. • Maintain liaison with the City's Legislative delegation and assist the delegation on any matter which the City determines to be in its best interest. • Counsel with the City regarding appearances by City personnel before Legislative Committees and State Administrative agencies. • Identify and notify the City in advance of opportunities related to grants and funding availability for transportation, community and economic development, environmental matters. infrastructure improvement, hurricane recovery efforts, housing and urban development, homeless programs, intermodal programs and any other areas that may be of interest to the City. • Assist the City in the review of State executive Proposals, legislation under consideration, proposed and adopted administrative rules and regulations, and other State developments for the purpose of advising the City of those items which may have a significant bearing on City policies, funding, and programs. • Consult with the City regarding any proposed formula changes in the State funding or other major State programs to determine their impact on the City, and take the necessary steps as mutually agreed upon to bring changes in the best interest of the City. • Submit to the City an Annual Report of Accomplishments concerning the Provider's responsibilities. • Assist in implementing the City's State legislative agenda. • Assist in writing, interpreting and monitoring legislation and regulations. PSA State Lobbying Services 14 • Assist in the drafting of legislation, amendments, report language, position papers, and testimony. • Provide monthly written progress reports detailing the services that have been rendered. • Be prepared, at all times, to obtain documentation and research materials upon request. • Forward all required reports upon request by the City, and those reports shall be in the number of copies as requested by the City at that particular instance. C. Subjects and Issues Community Redevelopment Economic Development Brownfields Redevelopment WAGES Transportation Coastal Preservation/Beach Restoration Environmental Protection Records Management Juvenile Justice Insurance Issues Minority Business Development Tourism Development Emergency Medical Transport Building Codes Community Policing Enterprise Zones Telecommunications Rights -of -Way PSA State Lobbying Services 15 ATTACHMENT B COMPENSATON A. Fees. In consideration for all Services, the total amount of compensation payable by the City to Provider shall be an annual amount not to exceed $440,000. In the fourth (4th) and fifth (5th) years, if extended and authorized by the City, total fees may be negotiated upwards of ten percent (10%). B. Expenses. The City shall reimburse Provider for approved expenses incurred by Provider, its employees, agents, subcontractors or representative in the performance of the Services, up to a maximum annual amount of $15,000 for each of the initial three (3) years. All expenses shall be subject to the approval of the City Manager or his/her designee and shall be billed monthly. It is understood and agreed that any expenses in excess of the aforementioned amount shall be the sole responsibility of the Provider_ In the fourth (4th) and fifth (5th) years, if extended and authorized by the City, the amount of approved reimbursable expenses may be increased in a total amount not to exceed 10%. If Provider is entitled to reimbursement of reasonable travel expenses (includes travel expenses as a specific item of compensation), then all bills for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. C. Provider shall provide monthly invoices of the work performed, in arrears, and based on work perfoinied to the satisfaction of the City. Payment shall be made within forty-five (45) days after receipt of Provider's approved invoice upon submission of proper invoices reflecting a detailed accounting of the following: names of individuals who performed said work, to include: overall nature of work performed; dates and hours worked; and total number of hours worked per month performed. Invoices shall be billed from the first of the month to the last day of the same month. Invoices shall be submitted no later than the 10th of the following month for approval and authorization for payment of monies owed. No advance payments will be made at any time.