HomeMy WebLinkAboutCRA-R-04-0007 PROF SVC AGMTPROFESSIONAL SERVICES AGREEMENT
This Agreement is entered into this day of October, 2004, by and between THE
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, of
the City of Miami, a public agency and body corporate created pursuant to Section 163.356,
Florida Statutes, THE OMNI REDEVELOPMENT DISTRICT COMMUNITY
REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate
created pursuant to Section 163.356, Florida Statutes, hereafter collectively referred to as "CRA"
and Akerman, Senterfitt & Eidson, P.A., a Florida professional service corporation hereafter
referred to as "Provider".
RECITALS:
A. Whereas the CRA has need of lobbying services before Congress and federal
agencies on Legislative issues and appropriations requests for projects and activities of the CRA,
and
B. Whereas the Boards of Directors of the CRA by resolutions Number
SEOPW/CRA R-04-XX and Omni/CRA R-04-XX, both passed and adopted on October XX,
2004, approved the selection of Provider and authorized the Executive Director 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 CRA agree as follows:
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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 two (2) years, commencing on
November 1, 2004 (the "effective date").
3. (NOT USED).
4. SCOPE OF SERVICE:
A. Provider agrees to provide the services ("Services") as specifically described, and
under the special terms and conditions set forth in Attachment "A" hereto, which by this
reference is incorporated into and made a part of this Agreement.
B. Provider represents and warrants to the CRA that: (i) it possesses all
qualifications, licenses and expertise required for the performance of the Services; (ii) it is not
delinquent in the payment of any sums due the CRA or the City of Miami, including payment of
permit fees, occupational licenses, etc., nor in the performance of any obligations to the CRA or
City of Miami; (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: Provider's sole compensation under this agreement %hall consist of
the monthly fee payable to Provider and the reimbursement of pre -approved expenses. Payment
shall be in accordance with the terms and conditions contained in Attachment "B". The total
amount paid by the CRA under this agreement shall not exceed $48,000 per year, or $96,000
over the term of this agreement.
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b. OWNERSHIP OF DOCUMENTS: Provider understands and agrees that any
information, document, report or any other material whatsoever which is given by the CRA 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 CRA. Provider agrees not
to use any such information, document, report or material for any other purpose whatsoever
without the written consent of the Executive Director, which may be withheld or conditioned by
the Executive Director in his/her sole discretion.
7. AUDIT AND INSPECTION RIGHTS:
A. The CRA may, at reasonable times, and for a period of up to three (3) years
following the date of final payment by the CRA to Provider under this Agreement, audit, or
cause to be audited, those books and records of Provider which are related to Provider's
performance 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 CRA may, at reasonable times during the term hereof, inspect Provider's
facilities and perform such tests, as the CRA deems reasonably necessary, to determine whether
the goods or services required to be provided by Provider under this Agreement conform to the
terms hereof and/or the terms of the Solicitation Documents, if applicable. Provider shall make
available to the CRA all reasonable facilities and assistance to facilitate the performance of tests
or inspections by CRA representatives. All tests and inspections shall be subject to, and made in
accordance with, the provisions of Section 18-100 of the Code of the City of Miami, Florida, as
same may be amended or supplemented, from time to time.
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8. AWARD OF AGREEMENT: Provider represents and warrants to the CRA that it
has not employed or retained any person or company employed by the CRA or City of Miami 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 CRA contracts, subject to the
provisions of Chapter 119, Florida Statutes, and agrees to allow access by the CRA and the
public to all documents subject to disclosure under applicable law. Provider's failure or refusal
to comply with the provisions of this section shall result in the immediate cancellation of this
Agreement by the CRA.
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. CRA 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 indfmnify, defend and hold harmless the
CRA, 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
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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
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 term 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 CRA, 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 CRA to Provider while Provider was in
default shall be immediately returned to the CRA. 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 CRA for all expenses incurred by the
CRA in preparation and negotiation of this Agreement, as well as all costs and expenses incurred
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by the CRA 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 CRA based upon an alleged violation of the terms of this
Agreement by the CRA shall be submitted to the Executive Director 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 $25,000, the Executive Director's decision shall be
approved or disapproved by the CRA Boards of Directors. Provider shall not be entitled to seek
judicial relief unless: (i) it has first received the Executive Director's written decision, approved
by the CRA Boards of Directors if the amount of compensation hereunder exceeds $25,000, or
(ii) a period of sixty (60) days has expired, after submitting to the Executive Director a detailed
statement of the dispute, accompanied by all supporting documentation (ninety (90) days if the
Executive Director's decision is subject to CRA Boards of Directors approval); or (iii) CRA has
waived compliance with the procedure set forth in this section by written instruments, signed by
the Executive Director.
14. CRA'S TERMINATION RIGHTS:
A. The CRA 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 CRA shall pay to Provider compensation for
services rendered and allowable expenses incurred prior to the effective date of termination. In
no event shall the CRA be liable to Provider for any additional compensation, other than that
provided herein, or for any consequential or incidental damages
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B. The CRA 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 CRA shall not
be obligated to pay any amounts to Provider and Provider shall reimburse to the CRA all
amounts received while Provider was in default under this Agreement.
15. JNSURANCE: Provider shall, at all times during the term hereof, maintain such
insurance coverage as may be required by the CRA. All such insurance, including renewals,
shall be subject to the approval of the CRA for adequacy of protection and evidence of such
coverage shall be furnished to the CRA 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 CRA.
Completed Certificates of Insurance shall be filed with the CRA prior to the performance of
services hereunder, provided, however, that Provider shall at any time upon request file duplicate
copies of the policies of such insurance with the CRA.
If, in the judgment of the CRA, prevailing conditions warrant the provision by Provider
of additional liability insurance coverage or coverage which is different in kind, the CRA
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 CRA'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 CRA that Provider
does not and will not engage in discriminatory practices and that there shall be no discrimination
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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. CONFLICT OF INTEREST: As a law firm, Provider is bound by the rules of the
District of Columbia and Florida Bars. As such, Provider is unable to take on the new
representation of a client if it will result in a conflict with a current client, unless each party
agrees to the representation. Prior to executing this agreement, Provider performed a check to
determine that no conflicts would exist were it to enter into this representation. Moreover,
should a conflict arise, Provider would be required to notify the CRA of the potential conflict,
and reach a solution satisfactory to both clients.
18. ASSIGNMENT: This Agreement, and the duties contained herein, shall not be
assigned or delegated by Provider, in whole or in part, without the prior written consent of the
Executive Director, which may be withheld or conditioned, in the Executive Director's sole
discretion. Specifically, in the event that Provider intends to obtain a subcontractor(s) to perform
the Services contained herein, Provider shall obtain the Executive Director's prior written
consent, which may be withheld or conditioned, in the Executive Director'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
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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:
Michael I. Abrams
Akerman, Senterfitt & Eidson, P.A.
One Southeast Third Ave
28th Floor
Miami Florida 33131-1714
TO CRA:
Frank K. Rollason, Executive Director
Community Redevelopment Agency
49 N.W. 5th Street, Suite 100
Miami, Florida 33128
With copies to:
Alejandro Vilarello, City Attorney
City of Miami
444 S.W. 2nd Ave, Suite 945
Miami, Florida 33130
20. MISCELLANEOUS PROVISIONS:
A. This Agreement shall be construed and enforced according to the laws of the State
of Florida. Venue for any litigation shall be Miami -Dade County, Florida.
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 one or any other provision hereof, and no waiver shall be
effective unless made in writing.
D. Should any provision, contained in this Agreement be determined by a court of
competent jurisdiction to be invalid, illegal, or otherwise unenforceable, such provision shall be
deemed modified to the extent necessary in order to conform with laws, or if not modifiable, then
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same ghall be deemed severable, and in either event, the remaining terms and provisions of this
Agreement shall remain unmodified and in full force and effect.
E. Should the provisions of this Agreement require judicial or arbitral interpretation,
it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply
the assumption that the terms hereof shall be more strictly construed against one party by reason
of the rule of construction that an instrument is to be construed more strictly against the party
which itself or through its agents prepared same, it being agreed that the agents of both parties
have equally participated in the preparation of this Agreement.
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 CRA as an independent contractor, and not as an agent or
employee of the CRA. Accordingly, Provider shall not attain, nor be entitled to, any rights or
benefits under the Civil Service or Pension Ordinances of the City of Miami, nor any rights
generally afforded classified or unclassified employees. Provider further understands that
Florida Workers' Compensation benefits available to employees of the CRA are not available to
Provider, and agrees to provide workers' compensation insurance for any employee or agent of
Provider rendering services to the CRA 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 termination due to lack of funds, reduction of funds and/or change in regulations,
upon thirty (30) days notice.
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24. REAFFIRMATION OF REPRESENTATIONS: Provider hereby reaffirms all of the
representations contained in any solicitation documents.
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. No modification or amendment hereto shall be valid unless in writing and executed by
properly authorized representatives of the parties hereto.
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.
A11EST:
Akerman, Senterfitt & Eidson, P.A.,
a Florida professional service corporation
("Provider")
By: By:
Print Name: Print Name:
Title: Title:
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ATTEST:
SOUTHEAST OVERTOWN/PARK
WEST COMMUNITY
REDEVELOPMENT AGENCY, of the
City of Miami, a public agency and body
corporate created pursuant to Section
163.356, Florida Statutes ("CRA")
By:
Priscilla A. Thompson Frank K. Rollason
Clerk of the Board Executive Director
ATTEST:
OMNI REDEVELOPMENT DISTRICT
COMMUNITY REDEVELOPMENT
AGENCY, of the City of Miami, a public
agency and body corporate created pursuant
to Section 163.356, Florida Statutes
("CRA")
By:
Priscilla A. Thompson Frank K. Rollason
Clerk of the Board Executive Director
APPROVED AS TO INSURANCE APPROVED AS TO FORM AND
REQUIREMENTS: CORRECTNESS:
Dania Carrillo Alejandro Vilarello
Risk Management Administrator CRA General Counsel
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ATTACHMENT "A"
Scope of Services
1. The Provider will assist the CRA by providing support in the development and adoption
of the federal legislative and Executive Branch agendas, particularly as it relates to
achieving bench marks in the appropriations bill and funding the purchase and/or
relocation of Camillus House.
2. Provider will attend meetings with the CRA for the purpose of developing legislative
issues.
3. Provider will advise the staff and board regarding legislative policies based on
information we have gathered from our discussions with key legislative leadership and
staff, as well as, staff of the Executive Branch, and if necessary Provider will negotiate
legislation with those leaders on the CRA's behalf.
4. Through discussions with 1egiclative staff, legislative leadership appropriations and
finance, and the executive branch, Provider will advise the CRA on emerging legislative
issues and help position the CRA in a positive light on key federal initiatives.
5. Provider will facilitate discussions and meetings with key legislators and staff outside the
Florida delegation.
6. Provider will facilitate discussions and meetings with other national level interest groups,
private sector interests and other state and federal agencies.
7. Provider will contribute to the production of key session documents used by the CRA for
tracking priority matters.
8. Provider will offer logistical support for district staff in Washington, D.C. Provider will
supply assistance in covering important meetings, office and computer access when
needed by CRA staff and secretarial support of production of key session documents.
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ATTACHMENT "B"
Compensation
1. Fees: In consideration for services provided hereunder, CRA shall pay Provider
$4,000.00 per month.
2. Expenses: The CRA shall reimburse Provider for those reasonable expenses,
including travel expenses, that have been pre -approved in writing by the CRA's Executive
Director. The Executive Director in his/her sole and unfettered discretion shall determine what
expenses shall be approved. If Provider seeks to be reimbursed for travel expenses, all bills for
such expenses shall be submitted in accordance with Section 112.061, Florida Statutes.
3. Payment: 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 account for the work performed and allow a
proper audit of expenditures, should the CRA require one to be performed.
4. Maximum Payment: The total amount paid by the CRA under this agreement
shall not exceed $48,000 per year, or $96,000 over the term of this agreement.
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