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HomeMy WebLinkAboutExhibitCity of Miami, Florida PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF MIAMI, FLORIDA and THE FLORIDA INTERNATIONAL BOARD OF TRUSTEES on behalf of FLORIDA INTERNATIONAL UNIVERSITY'S SCHOOL OF INTERNATIONAL AND PUBLIC AFFAIRS, THE METROPOLITAN CENTER ("FIU MMC" This Professional Services Agreement ("Agreement") is entered this day of , 2018 by and between the City of Miami, a municipal corporation of the State of Florida, whose address is 444 S.W. 2nd Avenue, 10'h Floor, Miami, Florida 33130 ("City"), and, Florida International University Board of Trustees on behalf of Florida International University's School of International and Public Affairs, The Metropolitan Center ("FIU MMC" or "Consultant") whose principal address is 11200 SW 8th Street, PCA 250B, Miami, FL, 33199, hereinafter referred to as the ("Consultant"). City and Consultant may be referred to hereinafter individually as a "Party" and collectively as "the Parties". RECITALS: WHEREAS, the Parties agree to establish a collaboration where FIU MMC shall work with City staff on the preparation of City of Miami Affordable Housing Master Plan to be submitted to the City by December 31, 2018, (''Services"), as more fully set forth in the Scope of Work ("Scope") attached hereto as Exhibit "A" for the City's Department of Community and Economic Development. The Scope as described herein is attached hereto, incorporated hereby, and made part of hereof; and WHEREAS, the City wishes to engage the Services of Consultant, and Consultant wishes to perform the Services for the City; and WHEREAS, the City and Consultant desire to enter into this Agreement under the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Consultant and the City agree as follows: 1 City of Miami, Florida TERMS: 1. RECITALS AND INCORPORATIONS; DEFINITIONS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The Services and Scope of Work are hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "A". The required Compensation and Cost are hereby incorporated into and made a part of the Agreement as attached Exhibit "B". The Consultant's Insurance requirements are hereby incorporated into and made a part of this Agreement as attached Exhibit '`C". The order of precedence whenever there is conflicting or inconsistent language between documents is as follows in descending order of priority: (1) Professional Services Agreement ("PSA") and acknowledging scope of services and pricing component of services. 2. TERM: The Agreement shall become effective on the date on the first page, and shall be for the duration of two (2) years. The City, acting by and through its City Manager, shall have the option to extend or terminate the Agreement for convenience, that is, for any or no cause. 3. SCOPE OF SERVICES: A. Consultant agrees to provide the Services as specifically described, and under the special terms and conditions set forth in Exhibit "A", which by this reference is incorporated into and made a part of this Agreement. B. Consultant represents to the City that: (i) it possesses all qualifications, licenses, certificates, authorizations, experience, and expertise required for the performance of the Services, including but not limited to full qualification to do business in Florida; (ii) it is not delinquent in the payment of any sums due the City or any agency or instrumentality of the City, , including payment of permits, fees, occupational licenses, etc., nor in the performance of any obligations or in breach of any contract it has entered into with the City; (iii) all personnel assigned City of Miami, Florida to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained , and certified and licensed as may be required by applicable laws or regulations, to perform the tasks assigned to each; (iv) the Services will be performed in the manner described in Exhibit "A"; and (v) each person executing this Agreement on behalf of Consultant has been duly authorized to so execute the same and fully bind Consultant as a party to this Agreement. C. Consultant shall at all times provide fully qualified, competent and physically capable employees to perform the Services under this Agreement. The City may require Consultant to remove any employee the City deems careless, incompetent, insubordinate, intoxicated, or otherwise objectionable and whose continued services under this Agreement is not in the best interests of the City. 4. COMPENSATION: A. The amount of compensation payable by the City to the Consultant shall be based an the rates quoted in Exhibit "B" hereto, which by this reference is incorporated into and made a part of this Agreement. The total fees under this contract, during the entire term, cannot exceed a cumulative total of One Hundred and Ten Thousand dollars ($110,000). This cumulative total is agreed the Parties to be the contract price which is Guaranteed Maximum Cost under this Agreement. The City shall have no liability for payment of any compensation over this cumulative total. B. Payment shall be made in arrears based upon work performed to the satisfaction of the City within forty-five (45) days after receipt of Consultant's invoice for Services performed, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should the City require one to be performed. Invoices shall be sufficiently detailed so as to comply with the "Florida Prompt Payment Act", §218.70. - 218.78, Florida Statutes, and other applicable laws. No advance or future payments shall be made at any time. City of Miami, Florida C. Consultant agrees and understands that (i) any and all sub Consultants providing Services related to this Agreement shall be paid through Consultant and not paid directly by the City, and (ii) any and all liabilities regarding payment to or use of sub Consultants for any of the Services related to this Agreement shall be borne solely by Consultant. D. Prices shall remain firm and fixed for the term of the Contract, including any option or extension periods. Consultant represents, warrants, and guarantees to the City that Consultant shall completely, timely, and properly perform all of its obligations under the Agreement, in accordance therewith, for the Contract Price agreed upon by the parties. This Contract Price shall constitute Guaranteed Maximum Cost to the City for performing the Consultant's obligations. The City shall (absent a prior Amendment with compelling caused approved as an Amendment to this Agreement) have no liability or obligation to t pay any amount in excess of the stated Contract Price and Consultant shall have no recourse in that respect except to seek an Amendment to the Agreement. There is no entitlement or expectation of an Amendment to the Agreement. All costs in excess of the Contract Price, if any, shall be paid solely by Consultant without reimbursement or additional compensation from the City. 5. OWNERSHIP OF DOCUMENTS: Consultant understands and agrees that any information, document, report or any other material whatsoever which is given by the City to Consultant, its employees, or any sub Consultant, or which is otherwise obtained or prepared by Consultant solely and exclusively for the City pursuant to or under the terms of this Agreement, is and shall at all times remain the property of the City. Consultant agrees not to use any such information, document, report or material for any other purpose whatsoever without the written consent of the City Manager, which may be withheld or conditioned by the City Manager in his/her sole discretion. Consultant is permitted to make and to maintain duplicate copies of the files, records, documents, etc. if Consultant determines copies of such records are necessary subsequent to the termination of this Agreement; however, in no way shall the confidentiality as permitted by applicable law be 4 City of Miami, Florida breached. The City shall maintain and retain ownership of any and all documents which result upon the completion of the work and Services under this Agreement as per the terms of this Section 5. 6. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION: A. Consultant agrees to provide access to the City or to any of its duly authorized representatives, to any books, documents, papers, and records of Consultant which are directly pertinent to this Agreement, for the purpose of audit, examination, excerpts, and transcripts. 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 Consultant under this Agreement, audit and inspect, or cause to be audited and inspected, those books, documents, papers, and records of Consultant which are related to Consultant's performance under this Agreement. Consultant agrees to maintain any and all such books, documents, papers, and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement and all other pending matters are closed. Consultant's failure to adhere to, or refusal to comply with, this condition shall result in the immediate cancellation of this Agreement by the City. B. The City may, at reasonable times during the term hereof, inspect the Consultant's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Consultant under this Agreement conform to the terms hereof. Consultant 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 18-101 and 18-102 of the Code of the City of Miami, Florida as same may be amended or supplemented, from time to time. 7. AWARD OF AGREEMENT: Consultant 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 5 City of Miami, Florida 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. 8. PUBLIC RECORDS: A. Consultant understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City Agreements, 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 laws. Consultant's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. B. Consultant shalt additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) upon request from the City's custodian of public 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, Florida Statutes, or as otherwise provided by law; (3) 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 Consultant does not transfer the records to the City; (4) upon completion of the contract, transfer, at no cost, to the City all public records in possession of the Consultant or keep and maintain public records required by the City to perform the service, if the Consultant transfers all public records to the City upon completion of the Agreement, the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, if the Consultant keeps and maintains public records upon completion of the Agreement, the Consultant 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 6 City of Miami, Florida information technology systems of the City. Notwithstanding the foregoing, Consultant shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. C. Should Consultant determine to dispute any public access provision required by Florida Statutes, then Consultant shall do so in accordance with the provisions of chapter 119, Florida Statutes, at its own expense and at no cost to the City. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR EMAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. 9, COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Consultant understands that agreements with local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. City and Consultant agree to comply with and observe all such applicable federal, state and local laws, rules, regulations, codes and ordinances, as they may be amended from time to time. Consultant further agrees to include in all of Consultant's agreements with sub Consultants for any Services related to this Agreement this provision requiring sub Consultants 7 City of Miami, Florida to comply with and observe all applicable federal, state, and local laws rules, regulations, codes and ordinances, as they may be amended from time to time. 10. INDEMNIFICATION: (Non -Negotiable) Subject to the limitations and sovereign immunity provisions of Florida Statute Section 768.28, each party shall indemnify and hold harmless the other party and its officers, employees, agents, and instrumentalities from any and all liability, losses, or damages, including attorneys; fees and costs of defense, which its officers, employees, agents, or proceedings of any kind or nature arising out of, relating to, or resulting from the performance of this Agreement in relation to the Services provided by Consultant or its employees, agents, servants, partners, principals, or subcontractors. Subject to the limitations and sovereign immunity provisions of Florida Statutes Section 768.28, each party shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits, or actions of any kind or nature in the name of the City or Consultant, as applicable, and where applicable, including appellate proceedings, and shall pay all costs, judgment, and attorney's fees which may issue thereon. This Section shall be interpreted to comply with Sections 768.28 Florida Statutes. Consultant's obligations to indemnify, defend, and hold harmless the Indemnitees shall survive the termination of this Agreement. Consultant understands and agrees that any and all liabilities regarding the use of any subcontract or subcontractor for Services related to this Agreement shall be borne solely by Consultant throughout the duration of this Agreement and that this provision shall survive the termination of this Agreement. 11. DEFAULT: If Consultant fails to comply materially with any term or condition of this Agreement, or fails to perform in any material way any of its obligations hereunder, and fails to cure such failure after reasonable notice from the City, then Consultant shall be in default. Consultant understands 8 City of Miami, Florida and agrees that termination of this Agreement under this section shall not release Consultant from any obligation accruing prior to the effective date of termination. 12. RESOLUTION OF AGREEMENT DISPUTES: Consultant understands and agrees that all disputes between Consultant 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 Consultant being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds Twenty - Five Thousand Dollars and No/Cents ($25,000), the City Manager's decision shall be approved or disapproved by the City Commission. Consultant shall not be entitled to seek judicial or administrative relief unless: (i) it has first received City Manager's written decision, approved by the City Commission if the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25,000), or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation or 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. In no event may the amount of compensation under this Section exceed the total compensation set forth in Section 4 of this Agreement. The adherence to this Section is the condition precedent to the institution of any civil action by the Consultant against the City. 13. TERMINATION: OBLIGATIONS UPON TERMINATION: A. The City, acting by and through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, at any time, by giving written notice to Consultant at least thirty (30) calendar days prior to the effective date of such termination. In such event, the City shall pay to Consultant compensation for Services rendered and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to 9 City of Miami, Florida Consultant for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any consequential, special, indirect, or incidental damages. The Consultant shall have no recourse or remedy against the City for a termination under this subsection except for payment of fees (compensation) due prior to the effective date of termination. This provision shall survive the termination or expiration of this Agreement, as applicable. B. The City, by and acting through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, upon the occurrence of an event of a material breach hereunder, and failure to cure the same within thirty (30) days after written notice of default. In such event, the City shall not be obligated to pay any amounts to Consultant for Services rendered by Consultant after the date of termination, but the parties shall remain responsible for any payments that have become due and owing as of the effective date of termination. In no event shall the City be liable to Consultant for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any direct, indirect, consequential or incidental damages. This Section shall survive the cancellation or expiration of this Agreement. 14. INSURANCE: A. Consultant shall furnish to the City of Miami, Department of Risk Management, 444 S.W. 2" dAvenue, 9`h Floor, Miami, Florida 33130 upon execution of this Agreement and upon any and all renewals hereof, appropriate certificate(s) of insurance or appropriate letter from Consultant addressed to the City at the address above which indicates that Consultant is self - insured. Florida International University, a State of Florida educational institution and agency, will provide proof of general liability insurance coverage under the State of Florida Risk Management Trust Fund, established pursuant to Section 284.30 Florida Statutes, and administered by the State of Florida, Department of Insurance, and will provide evidence of workers compensation 10 City of Miami, Florida insurance as required by statute. Such self-insurance certificates shall be attached hereto and incorporated hereby as Exhibit C. B. Consultant shall be responsible for assuring that the insurance certificates and/or self- insurance coverage(s) required under this Agreement remain in full force and effect for the duration of this Agreement, including any extensions hereof. If insurance certificates or self- insurance coverage(s) are scheduled to expire during the term of this Agreement and any extension hereof, Consultant shall be responsible for submitting new or renewed insurance certificates or evidence of self-insurance coverage(s) to the City's Risk Management Administrator at a minimum of ten (10) calendar days in advance of such expiration. In the event that expired certificates or self-insurance coverage(s) are not replaced, with new or renewed certificates or self-insurance coverage(s) which cover the term of this Agreement and any extension thereof: (i) the City shall suspend this Agreement until such time as the new or renewed certificate(s) or self-insurance coverage(s) are received in acceptable form by the City's Risk Management Administrator; or (ii) the City may, at its sole discretion, terminate the Agreement for cause and seek re - procurement damages from Consultant in conjunction with the violation of the terms and conditions of this Agreement. E. Compliance with the foregoing requirements shall not relieve Consultant of its liabilities and obligations under this Agreement. 15. NONDISCRIMINATION: Consultant represents to the City that Consultant does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Consultant's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Consultant further covenants that no otherwise qualified individual shall, 11 City of Miami, Florida 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. 16. ASSIGNMENT: This Agreement shall not be assigned by Consultant, in whole or in part, and Consultant shall not assign any part of its operations, without the prior written consent of the City Manager, which may be withheld or conditioned, in the City's sole discretion through the City Manager. 17. 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 CONSULTANT: Dr. Ned Murray, AICP Associate Director The Metropolitan Center at FIU at 1-75 1930 SW 145tl' Avenue 3rd Floor Miramar, FL 33027 Phone: 954-438-8603 Email: murrayn(cr3fiu.edu 18. MISCELLANEOUS PROVISIONS: A. TO THE CITY: Emilio T. Gonzalez, Ph.D. City Manager 444 SW 2rd Avenue, 10th Floor Miami, FL 33130-1910 Annie Perez, CPPO Procurement Director 444 SW 2nd Avenue, 6l" Floor Miami, FL 33130-1910 This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. 12 City of Miami, Florida Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial. B. 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. C. 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 the 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. D. Consultant shall comply with all applicable laws, rules and regulations in the performance of this Agreement, including but not limited to licensure, and certifications required by law for professional service Consultants. 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. Except as otherwise set forth in Section 2 above, the City Manager shall have the sole authority to extend, amend, or modify this Agreement on behalf of the City. All changes and/or modifications to this Agreement shall be approved in advance and in writing by the Office of the City Attorney as to legal form and correctness and executed in writing by the City and the Consultant. F. Title and paragraph headings are for convenient reference and are not a part of this Agreement. 13 City of Miami, Florida G. Nothing contained in this Agreement is any way intended to be a waiver of the limitation placed upon the Indemniteesliability as set forth in Chapter 768, Florida Statutes, Additionally, the Indemnitees do not waive sovereign immunity, and no claim or award against the Indemnitees shall include attorney's fees, investigative casts or pre -judgment interest. H. Pursuant to section 18-112 of the Code of the City of Miami, Florida, as amended, the City is exempt from all competitive bidding procedures as Consultant is a state funded institution and this Agreement is for the purchase or acquisition of services. However, this Agreement is subject to approval by the City Commission. 19. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns, if any. 20. INDEPENDENT CONSULTANTS: Consultant has been procured and is being engaged to provide Services to the City as an Independent Consultant, and not as an agent or employee of the City. Accordingly, neither Consultant, nor its employees, nor any sub Consultant hired by Consultant to provide any Services under this Agreement shall attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Consultant further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Consultant, its employees, or any sub Consultant hired by Consultant to provide any Services hereunder, and Consultant agrees to provide or to require sub Consultant(s) to provide, as applicable, workers' compensation insurance for any employee or agent of Consultant rendering Services to the City under this Agreement. Consultant further understands and agrees that Consultant's or sub Consultants' use or entry upon City properties shall not in any way change its or their status as an Independent Consultant. I4 City of Miami, Florida The Consultant does not have the power or authority to bind the City in any promise, agreement, or representation other than specifically provided for in this Agreement. 21. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in applicable laws or regulations, upon thirty (30) days written notice to the Consultant. 22. FORCE MAJEURE: A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Agreement by reason of a Force Majeure Event, the time for required completion of such act or obligation shall be extended by the number of days equal to the total number of days, if any, that such party is actually delayed by such Force Majeure Event. The party seeking delay in performance shall give notice in writing, within two (2) days of the Force Majeure Event, to the other party specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so long as such delay due to a Force Majeure Event continues. Any party seeking delay in performance due to a Force Majeure Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. 23. CITY NOT LIABLE FOR DELAYS: Consultant hereby understands and agrees that in no event shall the City be liable for, or responsible to Consultant or any sub Consultant, or to any other person, firm, or entity for 15 City of Miami, Florida or on account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any cause over which the City has no control. The sole remedy which may be granted to the Consultant, in the reasonable discretion of the City Manager, following a prompt and detailed request to be officially transmitted by the Consultant is an extension of time. No other recourse or remedy will be available to the Consultant against the City. 24. USE OF NAME: Consultant understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. Consultant is allowed, within the limited scope of normal and customary marketing and promotion of its work, to use the general results of this project and the name of the City. The Consultant agrees to protect any confidential information provided by the City and will not release information of a specific nature without prior written consent of the City Manager or the City Commission. 25. NO CONFLICT OF INTEREST: Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, Consultant hereby certifies to the City that no individual member of Consultant, no employee, and no sub Consultant under this Agreement nor any immediate family member of any of the same is also a member of any board, commission, or agency of the City. Consultant hereby represents and warrants to the City that throughout the term of this Agreement, Consultant, its employees, and its sub Consultants will abide by this prohibition of the City Code. 26. NO THIRD -PARTY BENEFICIARY: No persons other than the Consultant and the City (and their successors and assigns) shall have any rights whatsoever under this Agreement. 16 City of Miami, Florida 27. SURVIVAL: All obligations (including but not limited to indemnity and obligations to defend, save and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. 28. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND WARRANTY: Consultant hereby certifies, represents and warrants to the City that on the date of Consultant's execution of this Agreement, and so long as this Agreement shall remain in full force and effect, the wage rates and other factual unit costs supporting the compensation to Consultant under this Agreement are and will continue to be accurate, complete, and current. Consultant understands, agrees and acknowledges that the City shall adjust the amount of the compensation and any additions thereto to exclude any significant sums by which the City determines the contract price of compensation hereunder was increased due to inaccurate, incomplete, or non- current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the provisions hereof. 29. COUNTERPARTS: This Agreement may be executed in three (3) or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same agreement. 30. ENTIRE AGREEMENT: This instrument and its exhibits constitute the sole and entire 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. 17 City of Miami, Florida 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" CITY OF MIAMI, a municipal ATTEST: corporation By: Todd B. Hannon, City Clerk Emilio T. Gonzalez, Ph.D., City Manager ATTEST: Print Name: Rorn Blanchard Title: Pre Ayvard Coordinator "Consultant" The Florida Internonal Univ Board of Trustees By: P>'rnt Me:: Regnier A. Jurado T le. Dirzctor, Research Management Solutions (Corporate Seal) (Authorized Officer) APPROVED AS TO LEGAL FORM APPROVED AS TO I AND CORRECTNESS: REQUIREMENTS: ,, "` ;: ALEXANDRIAMORALES •e 1 Commission ItGG 001912 ; �' = EzpiresJune 14, 2420 `°Kf.: Bonded ThruTroy Fein Insurance 85O795 's Victoria Mendez Ann -Marie Sharpe City Attorney Risk Management Director 18 City, Florida EXHIBIT A SCOPE OF SERVICES Florida International University Board of Trustees on behalf of Florida International University's School of International and Public Affairs, The Metropolitan Center ("FIU MMC") responsibilities under this Agreement: FiU MMC will work with staff from the City ("City"), Department of Community and Economic Development ("CED"), in the preparation of City Affordable Housing Master Plan (Plan") to be submitted to the City by December 31, 2018. A. Background The City is one of the most culturally diverse cities in the U.S. composed of vibrant neighborhoods including Allapattah, Coconut Grove, Edison, Little Havana, Model City, Overtown and Wynwood. Recognizing the need to maintain and enhance its cultural diversity, the Plan will help ensure the values that are central to the City and its neighborhoods —diversity, inclusivity, sustainability — are supported by a spectrum of housing choice and opportunity. Without a sufficient supply of housing affordable to lower -wage workers, it will become increasingly difficult for the City to attract and retain a diverse workforce and grow vibrant and sustainable neighborhood economies. As such, the Plan will provide the analytical and policy framework to advance a bold action agenda to address the City's current and future demand and supply of affordable housing. B. Approach and Methodology The FIU MMC has developed a unique approach and methodology for assessing community housing supply and demand issues in the context of the local economy. The Center carefully analyzes key demographic and economic conditions and trends that impact local housing supply and demand. The demographic and economic base analyses provide the data underpinnings for several layers of affordability analysis based on local employment, household incomes, housing values and current and projected housing market conditions in the City and larger market area. The FIU MMC will work closely with City officials, local stakeholders groups, including local businesses and community -based organizations in preparing the Plan. C. Statement of Work 19 City, Florida The following -Statement of Work" provides a summary of each section of the Affordable Housing Master Plan. Each section is shown as a "task" detailing how this information and knowledge will be integrated into the larger Master Plan. Section I: Define the purpose and need for the City Plan The FIU MMC will articulate the purpose and need for an affordable housing master plan. In metropolitan areas across the US, the reality is that the well-being of the under -served impacts the well-being of everyone. As such, the development and preservation of an adequate supply of affordable housing is a critical element to advancing this cause by creating safe, healthy, equitable and thriving neighborhoods in the City. Section II. Establish a goal statement The FIU MMC will work with the City in defining and articulating the goals of the Plan. Essentially, the Plan will provide the policy framework and strategies for addressing the City's pressing affordable housing needs. As such, the Plan should provide the vision, guiding principles, direction and a defined achievable future for the City by establishing specific goals and strategies for affordable housing development, preservation and neighborhood enhancement. Section III: Review and analyze existing housing characteristics as well as demographic and economic characteristics of households within the City The FIU MMC will complete a "Comprehensive Affordable Housing Supply and Demand Analysis" and an in-depth analysis of existing and trending demographic and economic factors and conditions that are impacting the housing market in the City and specific neighborhoods and districts. The analysis will include the following data points: 1. Affordable Housing Supply Analysis (City-wide and Neighborhoods) a) Current trends and overview of the housing market b) Housing inventory by type c) Housing vacancies by type d) Housing type by tenure e) Existing single-family home values f) Existing condominium values g) Existing rental housing prices by bedroom distribution h) Rental housing availability 20 City, Florida i) New housing production activity by type, price points and neighborhood j) Building permit activity k) Housing conditions I) Home foreclosure activity 2. Housing Demand Analysis (City-wide and Neighborhoods) a) Population growth trends b) Family and household income c) Housing demand by household income category d) Housing demand by age group, i.e. millennials, empty -nesters, seniors e) Housing demand by occupational group, including home occupations f) Housing demand by housing type, bedrooms preference and neighborhood 3. Economic Analysis (City-wide and Neighborhoods) a) Employment by industry and occupation b) Employment concentrations c) Salaries & wages d) Employment projections e) Worker migration patterns 4. Housing Demand and Supply Impact Assessment (City-wide and Neighborhoods) a) Affordability analysis (surplus/gap) by housing type and household income category b) Assessment of current and projected housing choice based on type, size and neighborhood Section lV: Provide an evaluation of population and economic trends and forecast housing needs that would affect the City's housing inventory and policy making Based on the above analysis, the FIU WC will provide an evaluation of population and economic trends impacting the City and specific neighborhoods and districts, including the impact of recent and projected residential and commercial development activity. The evaluation will also include industry -specific employment trends by occupations and wages to determine housing demand by type, location and price points. 2I City, Florida Section V: Prepare affordable housing strategies connecting populations and communities through future land use, economic development and transit options The previous economic and housing market assessments will allow the FIU MMC to prepare recommended strategies for affordable housing development and preservation targeting The City's low- and moderate income households. The focus will be on the creation of mixed- income/mixed-use neighborhoods and districts that would attract and retain a mix of demographic age groups in highly walkable, pedestrian -friendly environments with accessible transit options. The FIU MMC will also recommend strategies for the City's older housing supply including analysis of the viability/cost effectiveness of rehabilitating these structures. This includes determining appropriate allocation of housing financing resources such as grant funding from the U.S. Department of Housing and Urban Development, and resources available from the State. The FIU MMC will identify potential housing financing resources, including "best practice" case study examples of housing rehabilitation and purchase/rehab programs that could be applied to the City. Section VI: Plan Implementation Program The FIU MMC will work with the City in designing the "Implementation Program" for the Plan. An effective Implementation Program is designed to ensure the successful roll -out of the Plan's recommended policies, strategies and programs, including the coordination, management, and funding support necessary for immediate and long-term success. Performance metrics will be included to provide the means for measuring the success of the Plan. By setting goals and regularly measuring specific metrics, supporters of the Plan can observe trends and quantify the impacts and outcomes of recommended policies and strategies. Further, by regularly checking the progress of Plan, supporters can determine whether certain policies and strategies are being implemented in a timely and effective manner or whether further attention or modifications are required. Proposed Project Schedule and Cost: ,) City, Florida Based on the proposed work program detailed above, the proposed Project Schedule and Costs are as follows: Project Tasks and Deliverables Duration Costs City Affordable Housing Master Plan 6 months $110,000 Tota I : 6 months $110,000 Work Deadline: All work must be completed and submitted to the City at different intervals, however, the furl scope of work and final report is due on or about December 31, 2018. EXHIBIT B Compensation City, Florida The amount of compensatjon payable by the City to the Consultant, shall not exceed the amounts listed in Section 4 of this Agreement. EXHIBIT C INSURANCE REQUIREMENTS 24 City, Florida PROFESSIONAL SERVICES AGREEMENT Provider is self -insured in accordance and subject to the limitations and provisions as set forth in Section 768.28 of the Florida Statutes.