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HomeMy WebLinkAboutBack-Up DocumentsCity of Miami, Florida EMG20-21-006 PROFESSIONAL SERVICES AGREEMENT By and Between The City of Miami, Florida And CONSULTANT This Professional Services Agreement ("Agreement") is entered into this day of 2021 by and between the City of Miami, a municipal corporation of the State of Florida, whose address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130 ("City"), and, King & Spalding LLP, a foreign limited liability partnership pending authorization to conduct business in Florida, whose principal address is 1700 Pennsylvania Avenue, Suite 200, Washington, DC, 20006 (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, the recently signed $1.9 trillion American Rescue Plan Act ("ARPA") included several substantial municipal investments, and the newly -released infrastructure plan contains a significant local government component; and WHEREAS, it is imperative for the City to have federal representation to ensure that the City's priorities are matched with federal funding opportunities; and WHEREAS, Consultant has an effective team that brings strong bipartisan relationships, as well as a deep understanding and appreciation for Florida and especially the City of Miami; and WHEREAS, the City Manager, pursuant to Section 18-90 of the Code of the City of Miami, as amended ("City Code"), approved an emergency purchase to procure the federal lobbying services of Consultant; and 1 Federal Lobbying Services City of Miami, Florida EMG20-21-006 WHEREAS, the City and the 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: 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 City's Emergency Purchase Memorandum is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "A". The Services and Scope of Work are hereby incorporated into and made a part of this Agreement and attached as Exhibit "B". The Consultant's Proposal, dated April 5, 2021, is hereby incorporated into and made a part of this Agreement as attached Exhibit "C". The Consultant's Insurance Certificate is hereby incorporated into and made a part of this Agreement as attached Exhibit "D". 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") (2) Purchase Order Terms and Conditions; and (3) Consultant's Proposal, dated April 5, 2021 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: an initial term of one (1) year, with an option to renew for one (1) additional one (1) year period. The City, acting by and through its City Manager, and Consultant, shall both have the option to extend the Agreement beyond the term, including the option to renew period, as mutually agreed upon, or terminate the Agreement with reasonable notice for convenience, that is, for any or no cause. The City agrees to fulfill payment to Consultant for 2 Federal Lobbying Services City of Miami, Florida EMG20-21-006 services rendered if the City terminates the Agreement. 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 "B" hereto, which by this reference is incorporated into and made a part of this Agreement ("Services"). B. Consultant represents to the City that: (i) Consultant possesses all qualifications, licenses, certificates, authorizations, and expertise required for the performance of the Services, including, but not limited to, full qualification to do business in Florida, and meet all requirements of Section 468.385, et seq., Florida Statutes; (ii) Consultant is not delinquent in the payment of any sums due the City, including payment of permits, fees, occupational licenses, etc., nor in the performance of any obligations or payment of any monies 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 possess the licenses, registrations, and certifications required by law to perform such tasks; (iv) the Services will be performed in the manner described in Exhibit "B"; 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 always provide fully qualified, competent, and physically capable employees to perform the Services under this Agreement. Consultant shall possess and maintain any required licenses, permits and certifications to perform the Services under this Agreement. 4. COMPENSATION: A. Consultant, as its sole compensation for the Services provided, shall receive compensation in the amount of Ten Thousand Dollars ($10,000.00) per month throughout the duration of this agreement, to include any/all renewals/extensions. 3 Federal Lobbying Services City of Miami, Florida EMG20-21-006 5. OWNERSHIP OF DOCUMENTS: Consultant understands and agrees that any information, document, report, data or other digital record, or any other material whatsoever which is given by the City to Consultant, its employees, or any subconsultant, 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 always remain the property of the City. City understands and agrees that Consultant is the owner of all intellectual property in its attorney work product provided to the City for which the City pays, and Consultant grants the City a perpetual, fully paid, royalty -free, worldwide, sublicensable, and non- exclusive license to use, as the City wishes, all work product Consultant delivers to the City. Consultant agrees, unless ethically obligated to do so, not to use any such information, document, report, data, 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 after the termination of this Agreement; however, in no way shall the confidentiality as permitted by applicable laws be breached. The City shall maintain and retain ownership of any and all documents, to which City is entitled, that 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 upon reasonable notice by the City to the Consultant, 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 4 Federal Lobbying Services City of Miami, Florida EMG20-21-006 of audit, examination, excerpts, and transcripts. TheCity may, at reasonable times, and for a period of up to three (3) years following the date of finalpayment by the City to Consultant under this Agreement, audit and inspect, or cause to be auditedand inspected, those books, documents, papers, and records of Consultant which are related to Consultant's performance under this Agreement. Consultant agrees to maintain all such books, documents, papers, and records at its principal place of business and will make them available in Miami -Dade County upon request fora 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, upon reasonable notice by the City to the Consultant„ 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 assistanceto facilitate the performance of tests or inspections by City representatives. All audits, tests and inspections shall be subject to, and made in accordance with, the provisions of Sections 18-99, 18-100, 18-101, and 18-102 of the Code of the City of Miami, Florida ("City Code"), which Sections apply to this Agreement, 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 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. 5 Federal Lobbying Services City of Miami, Florida EMG20-21-006 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 shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keeping and maintaining 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 Agreement's term and following completion of the Agreement if the Consultant does not transfer the records to the City; (4) upon completion of the Agreement, 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 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 6 Federal Lobbying Services City of Miami, Florida EMG20-21-006 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 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 THE CONTRACT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDSAMIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, 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 subconsultants for any Services related to this Agreement this provision requiring subconsultants 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. Local laws in accordance with this Section shall mean the applicable laws of the City of Miami, and Miami -Dade County. 7 Federal Lobbying Services City of Miami, Florida EMG20-21-006 10. INDEMNIFICATION: Consultant shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, and/or employees, from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Consultant and persons employed or utilized by Consultant in the performance of this Agreement. Consultant shall further indemnify, defend (at its own cost), and hold the City, its officers, agents, directors, and employees harmless against any civil actions, statutory or similar claims, injuries or damages arising or resulting from the Services. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, Consultant(s) shall, upon written notice from the City, resist and defend (at its own cost) such action or proceeding by counsel satisfactory to the City. Consultant(s) expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by Consultant(s) shall in no way limit the responsibility to indemnify, defend and save the City, its officers, agents, directors, and employees harmless as herein provided. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Consultant shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Consultant expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Consultant shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate the Consultant to defend, at its own expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City, whether performed by the Consultant, or persons employed or utilized by Consultant. 8 Federal Lobbying Services City of Miami, Florida EMG20-21-006 These duties will survive the cancellation or expiration of the Agreement. This Section will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as applicable and as amended. Consultant shall require all sub -consultant agreements to include a provision that each sub -consultant shall indemnify the City in substantially the same language as this Section. The Consultant agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Consultant in which the City participated either through review or concurrence of the Consultant's actions. In reviewing, approving or rejecting any submissions by the Consultant or other acts of the Consultant, the City, in no way, assumes or shares any responsibility or liability of the Consultant or sub -consultant under this Agreement. Ten dollars ($10.00) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Consultant. 11. DEFAULT: If Consultant fails to comply 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 and agrees that termination of this Agreement under this section shall not release Consultant from any obligation(s) accruing prior to the effective date of termination. Should Consultant be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Consultant 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 9 Federal Lobbying Services City of Miami, Florida EMG20-21-006 damages. 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 Consultant, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to Consultant while Consultant was in default shall be immediately returned to the City. If the City fails to comply 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 Consultant, the City shall be in default, which shall be treated as a termination pursuant to Section 12. 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 seeking judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds Twenty- Five Thousand Dollars ($25,000.00), the City Manager's decision shall be approved or disapproved, as applicable, by the City Commission, whose decision shall be final. A copy of the decision shall be immediately provided to the Consultant, along with a notice of Consultant's right to seek judicial relief. Consultant shall not be entitled to seek judicial relief, recourse, remedy or to file a civil action unless: (i) it has first received City Manager's written decision, approved or disapproved, as applicable, by the City Commission if the amount of compensation hereunder exceeds Twenty - Five Thousand Dollars ($25,000.00), 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, one hundred twenty (120) 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 a written instrumentclearly waiving compliance, signed by the City Manager. In no event may the amount ofcompensation under this Section exceed the total compensation set forth in 10 Federal Lobbying Services City of Miami, Florida EMG20-21-006 Section 4 (A) of thisAgreement. The adherence to this Section is the condition precedent to the institution of any civilaction by the Consultant against the City. 13. TERMINATION; OBLIGATIONS UPON TERMINATION: The City, acting by and through its City Manager, shall have the right to terminatethis 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 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 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 due prior to the effective date of termination. A. 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, special, consequential, or incidental damages. B. The City or Consultant may terminate this Agreement at any time for any reason by written notice, subject on Consultant's part to applicable rules of professional conduct. If Consultant terminates the Agreement, Consultant will take such steps as are reasonably practicable to protect the City's interests in the matter and will suggest possible successor counsel 11 Federal Lobbying Services City of Miami, Florida EMG20-21-006 at the City's request. If a court's or other tribunal's permission is necessary for Consultant to withdraw from the representation, Consultant will promptly apply for that permission and the City agrees to promptly engage successor counsel to represent the City and not oppose the Consultant's application to withdraw. Unless previously terminated, Consultant's engagement for this matter will terminate when Consultant sends the City its final invoice for services in this matter. Following termination, nonpublic information the City has supplied to Consultant that Consultant has retained will be kept confidential in accordance with applicable rules of professional conduct. Consultant will promptly return the City's papers and property at its request, and will retain its own files. Consultant will transfer all documents it retains to the personnel responsible for administering Consultant's records retention program. The City agrees that Consultant may securely dispose of or destroy any files that the City has not requested to be returned upon three (3) years after the date of expiration or termination of this Agreement. Notwithstanding the foregoing, the City is entitled to any and all work documents related to services provided under this Agreement, pursuant to Article No. 5 above. The City is engaging Consultant to provide legal services in connection with a specific matter. After completion of the matter, changes may occur in applicable laws or regulations that could have an impact on the City's rights and liabilities. The City agrees that unless the City actually engages Consultant after the matter's completion to provide additional advice or representation on issues arising from the matter, Consultant has no continuing obligation to advise as to future developments. 14. 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, solely due to his/her race, color, sex, religion, age, handicap, marital status, or national origin, be 12 Federal Lobbying Services City of Miami, Florida EMG20-21-006 excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 15. ASSIGNMENT: The Consultant's services are considered specialized and unique. This Agreement shall not be assigned, sold, transferred, pledged, or otherwise conveyed by Consultant, in whole or in part, and Consultant shall not assign or otherwise subcontract any part of its operations performing these services under this Agreement, without the prior written consent of the City Manager, which may be withheld or conditioned, in the City Manager's sole discretion. 16. 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 CONTRACTOR: Bob Thornton King & Spalding LLP 1180 Peachtree Street, NE, Suite 1600 Atlanta, GA 30309 Kendrick Meek King & Spalding LLP 1700 Pennsylvania Avenue, Suite 200 Washington, DC 20006 13 TO THE CITY OF MIAMI: Arthur Noriega V City Manager 444 S.W. 2nd Avenue, 10t" Floor Miami, FL 33130-1910 Victoria Mendez City Attorney 444 S.W. 2nd Avenue, 9th floor Miami, FL 33130-1910 Annie Perez, CPPO Procurement Director 444 S.W. 2nd Avenue, 6t" Floor Miami, FL 33130-1910 Federal Lobbying Services City of Miami, Florida EMG20-21-006 17. MISCELLANEOUS PROVISIONS: A. 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. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. 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. 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 and Consultant shall have the sole authority to extend, amend, or modify this Agreement as mutually agreed upon. 14 Federal Lobbying Services City of Miami, Florida EMG20-21-006 18. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns, if any. 19. INDEPENDENT CONTRACTORS: Consultant has been procured and is being engaged to provide Services to the City as attorney for the City and as an independent contractor, and not as an employee of the City. Accordingly, neither Consultant, nor its employees, nor any subconsultant hired by Consultant to provide any Servicesunder this Agreement shall attain, nor be entitled to, any rights, emoluments, or benefits under the Civil Service or Pension Ordinances of the City, nor any rights afforded classified or unclassified employees of the City. Consultant further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Consultant, its employees, or any subconsultant hired by Consultant to provide any Services hereunder, and Consultant agrees to provide or to require subconsultant(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 subconsultants' use or entry upon City properties shall not in any way change its or their status as an independent contractor. 20. 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 program directions, applicable laws or regulations, upon thirty (30) days written notice. 15 Federal Lobbying Services City of Miami, Florida EMG20-21-006 21. 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 not within the reasonable control of the Consultant. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Agreement because ofa Force Majeure Event as herein defined, 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 Force Majeure Event actually delay such party. The party seeking delay in performance shall give notice to the other party in writing, within two (2) days of the Force Majeure Event, 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 efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. 22. 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 subconsultant, or to any other person, firm, or entity for 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 16 Federal Lobbying Services City of Miami, Florida EMG20-21-006 City. 23. 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. 24. 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 providing Services to the City, no employee, and no subconsultant under this Agreement nor any immediate familymember 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 subconsultants will abide by this prohibition of the City Code. 25. NO THIRD -PARTY BENEFICIARY: No persons other than the Consultant and the City (and their successors and assigns) shall have any rights as an express or implied third -party beneficiary whatsoever under this Agreement. 17 Federal Lobbying Services City of Miami, Florida EMG20-21-006 26. 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. 27. 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. 28. COUNTERPARTS; ELECTRONIC SIGNATURES: This Agreement and any amendments hereto may be executed in counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument, each of which shall be an original as against either party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature 18 Federal Lobbying Services City of Miami, Florida EMG20-21-006 agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 29. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and final agreement of the parties relating to the subject matter hereof and correctly sets 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. 19 Federal Lobbying Services City of Miami, Florida EMG20-21-006 IN WITNESS WHEREOF, the Parties have executed this Agreement, or have caused the same to be executed, as of the date and year first above written. "Consultant" KING & SPALDING LLP, a foreign limited liability partnership ATTEST: By: By: Name: Print Name: Title: Title: ATTEST: "City" CITY OF MIAMI, a Florida municipal corporation By: By: Todd B. Hannon Arthur Noriega V City Clerk City Manager APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: By: By: Victoria Mendez Anne Marie Sharpe, Director City Attorney Risk Management 20 Federal Lobbying Services City of Miami, Florida EMG20-21-006 EXHIBIT "A" EMERGENCY PURCHASE MEMORANDUM 21 Federal Lobbying Services City of Miami, Florida EMG20-21-006 EXHIBIT "B" SCOPE OF WORK Provide federal lobbying services pursuant to the Scope of Work as defined within page 4 of Exhibit "C" Consultant's Proposal. 22 Federal Lobbying Services City of Miami, Florida EMG20-21-006 EXHIBIT "C" CONSULTANT'S PROPOSAL 23 Federal Lobbying Services City of Miami, Florida EMG20-21-006 EXHIBIT "D" INSURANCE REQUIREMENTS I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations Coverages Included: Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement Blanket Additional Insured Endorsement Blanket Primary, Noncontributory Insurance Endorsement II. Business Automobile Liability $ 1,000,000.00 $ 2,000,000.00 $ 1,000,000.00 $ 1,000,000.00 A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000.00 Coverages included Blanket Additional Insured Endorsement III. Worker's Compensation Limits of Liability Statutory -State of Florida Employer's Liability A. Limits of Liability $100,000.00 for bodily injury caused by an accident, each accident $100,000.00 for bodily injury caused by disease, each employee $500,000.00 for bodily injury caused by disease, policy limit IV. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim $1,000,000.00 24 Federal Lobbying Services City of Miami, Florida EMG20-21-006 General Aggregate Limit $1,000,000.00 Retro Date Included V. Network Security and Privacy Injury (Cyber Liability) If Applicable Each Claim Policy Aggregate Retro Date Included $1 ,000,000.00 $1 ,000,000.00 Consultant agrees to maintain Professional Liability/Errors & Omissions coverage, along with Network Security and Privacy Injury (Cyber) coverage, if applicable, for a minimum of one (1) year after termination of the Agreement period subject to continued availability of commercially reasonable terms and conditions of such coverage. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue proof of all insurance policies required above in the form of a certificate of insurance upon request: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and/or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 25 Federal Lobbying Services