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HomeMy WebLinkAboutCRA-R-18-0048 BackupPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is entered into as of the day of , 2018 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 "CRA"), and DOUG BRUCE & ASSOCIATES, LLC, a Florida limited liability company ("CONSULTANT"). RECITALS A. WHEREAS, the Florida Legislature regularly considers important legislation concerning housing, economic redevelopment, revenue distribution, living conditions, taxation and other issues; and B. WHEREAS, this legislation has direct impact on the operation of the CRA; and C. WHEREAS, the CRA requires state governmental representation and lobbying services to assist in the preparation of the CRA's Legislative Package and to provide lobbying representation for the CRA while the Legislature is in session ("Services"); and D. WHEREAS, Consultant has special capabilities and knowledge regarding Services needed by CRA and possesses all necessary qualifications and expertise to perform same; and E. WHEREAS, the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency of the City of Miami, by Resolution No. CRA-R-12-0066, passed and adopted on September 24, 2012, authorized the CRA's Executive Director to enter into this Agreement with Consultant Services; and F. WHEREAS, Consultant wishes to perform the Services required by the CRA and the CRA wishes to engage the Services of Consultant on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Consultant and CRA agree as follows: TERMS 1. RECITALS. The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. TERM. The term of this Agreement shall be for two (2) years commencing on May 1, 2018, the effective date, and ending May 1, 2020. 3. SCOPE OF SERVICES. a. Consultant agrees to provide the Services specifically described, and subject to the special terms and conditions set forth in Attachment "A" hereto, which is hereby incorporated into and made a part of this Agreement. 1 b. Consultant represents and warrants to the CRA that: (i) it possesses all qualifications, licenses and expertise required for the performance of Services; (ii) it is not delinquent in the payment of any sums due to 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 the City of Miami; (iii) all personnel assigned to perform Services are, and shall be, at all times during the term hereof, fully qualified, licensed and trained to perform the tasks assigned to each; and (iv) the Services will be performed in the manner described in Attachment "A." c. Consultant agrees that it will not retain the services of additional subcontractors without obtaining the approval of CRA which may be withheld in CRA's sole discretion. Notwithstanding CRA's approval rights hereunder, Consultant acknowledges and covenants that it shall be responsible for all services performed by its subcontractors to the same extent as Consultant had provided said services. 4. COMPENSATION. a. Consultant's Fee. The amount of compensation payable by CRA to Consultant shall be based on the rates and schedules described in Attachment "B" hereto; provided, however, that in no event shall the total amount of compensation paid to Consultant exceed Thirty Thousand and No/100 Dollars ($30,000.00) per year. b. Expenses. CRA shall reimburse Consultant for approved expenses incurred by Consultant in the performance of Services, up to a maximum of and No/100 Dollars ($ ) per year. All expenses shall be subject to the approval of the CRA's Executive Director or his/her designee and shall be billed monthly; it being understood and agreed that any expenses in excess of the aforementioned amount shall be the sole responsibility of Consultant. c. Method of Payment. All payments due hereunder shall be made within forty-five (45) days after receipt of Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should CRA require one to be performed. If Consultant is entitled to reimbursement of travel expenses, then all bills for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. 5. AUDIT RIGHTS. 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 Consultant under this Agreement, audit, or cause to be audited, those books and records of Consultant which are related to Consultant's performance under this Agreement. Consultant 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. 6. AWARD OF AGREEMENT. Consultant represents and warrants to the CRA that it has not employed or retained any person or company employed by the CRA to solicit or secure this Agreement 2 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. 7. OWNERSHIP OF DOCUMENTS. Consultant understands and agrees that any information, document, report or any other material whatsoever which is given by the CRA to Consultant or which is otherwise obtained or prepared by Consultant pursuant to or under the terms of this Agreement is and shall at all times remain the property of the CRA. Consultant agrees not to use any such information, document, report or material for any other purpose whatsoever without the written consent of CRA, which may be withheld or conditioned by the CRA in its sole discretion. 8. PUBLIC RECORDS. Consultant 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. Consultant's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the CRA. 9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS. Consultant 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 Consultant agree to comply with and observe all applicable federal, state and local laws, rules, regulations, codes and ordinances, as may be amended from time to time. 10. SPECIFIC PERFORMANCE. In the event of breach of this Agreement by CRA, Consultant may only seek specific performance of this Agreement and any recovery shall be limited to the amount set forth in Sections 4(a) and 4(b) of this Agreement. In no event shall CRA be liable to Consultant for any additional compensation, other than that provided herein, or for any consequential or incidental damages, or attorney's fees. 11. LIMITATION OF LIABILITY. The CRA shall not be responsible for any errors in judgment made in good faith in the performance of its duties hereunder; provided, however, that nothing contained herein shall release the CRA of any responsibility it may have for claims based on the gross negligence or willful misconduct of the CRA. 12. INDEMNIFICATION. Consultant shall indemnify, defend and hold harmless the CRA and its officials, employees and agents (collectively referred to as "Indemnities") from and against any and all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees), causes of action, or liabilities (collectively referred to as "Liabilities") arising out of, resulting from, or in connection with: (i) the performance or non-performance of Services contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of Consultant or its employees, agents or subcontractors (collectively referred to as 3 "Consultant"); (ii) the failure of Consultant to comply with any of the paragraphs here; (iii) the failure of Consultant 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; or (iv) the defense of any such claim or in the investigation thereof. Consultant expressly agrees to indemnify and hold harmless the Indemnities, or any of them, from and against all Liabilities which may be asserted by an employee or former employee of Consultant, or any of its subcontractors, as provided above, for which Consultant's liability to such employee or former employee would otherwise be limited to payment under state Workers' Compensation or similar laws. 13. INSURANCE. Consultant shall, at all times during the term hereof, maintain such insurance coverage as may be reasonably required by the CRA. All such insurance, including renewals, shall be subject to the approval of the CRA (which approval shall not be unreasonably withheld) 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 Services under this Agreement without thirty (30) calendar days prior written notice to the CRA. Completed Certificates of Insurance shall be filed with the CRA, to the extent practicable, prior to the performance of Services hereunder, provided, however, that Consultant shall at any time upon request by CRA file duplicate copies of the policies of such insurance with the CRA. If, in the reasonable judgment of CRA, prevailing conditions warrant the provision by Consultant of additional liability insurance coverage or coverage which is different in kind, CRA reserves the right to require the provision by Consultant 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 Consultant fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following CRA's written notice, this Agreement shall be considered terminated on the date the required change in policy coverage would otherwise take effect. Upon such termination, CRA shall pay Consultant compensation for services rendered, and expenses incurred, prior to the date of termination but shall not be liable to Consultant for any additional compensation, or for any consequential or incidental damages. 14. DEFAULT. If Consultant fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then Consultant shall be in default. Upon the occurrence of a default hereunder, CRA, in addition to all remedies available to it by law, may immediately, upon written notice to Consultant, terminate this Agreement whereupon all payments, or other compensation paid by CRA to Consultant while Consultant was in default shall be immediately returned to CRA. Consultant understands 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. Should Consultant be 4 unable or unwilling to commence to perform Services within the time provided or contemplated herein, then, in addition to the foregoing, Consultant shall be liable to CRA for all expenses incurred by CRA in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by CRA in the re - procurement of Services, including consequential and incidental damages. 15. DISPUTES. Consultant understands and agrees that all disputes between Consultant and CRA based upon an alleged violation of the terms of this Agreement by CRA shall be submitted to CRA's Executive Director 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 $4,500, the decision of CRA's Executive Director shall be approved or disapproved by CRA's Boards of Commissioners. Consultant shall not be entitled to seek judicial relief unless: (i) it has first received CRA's Executive Director's written decision, approved by CRA's Boards of Commissioners if the amount of compensation hereunder exceed $4,500; or (ii) a period of sixty (60) days has expired, after Consultant's submission of a detailed statement of the dispute, accompanied by all supporting documentation, to CRA's Executive Director (ninety (90) days if CRA's Executive Director's decision is subject to CRA's Boards' approval); or (iii) CRA's Boards of Commissioners has waived compliance with the procedure set forth in this section by written instrument, signed by CRA's Executive Director. 16. 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 Consultant at least five (5) calendar days prior to the effective date of such termination. In such event, the CRA shall pay to Consultant compensation for services rendered and expenses incurred prior to the effective date of termination. Such payment shall be determined on the basis of the hours or the percentage of the total work performed by Consultant up to the time of termination certified in accordance with the provisions of this Agreement. In the event partial payment has been made for professional services not performed, Consultant shall return such sums to CRA within ten (10) days after receipt of written notice that said sums are due. In no event, shall CRA be liable to Consultant for any additional compensation, other than that provided herein, nor for any consequential or incidental damages. b. CRA may terminate this Agreement, without notice to Consultant, upon the occurrence of an event of default hereunder. In such event, CRA shall not be obligated to pay any amounts to Consultant and Consultant shall reimburse to CRA all amounts received while Consultant was in default under this Agreement. 17. FORUM. In case of any controversy or dispute arising out of this Agreement, both parties agree and accept to be subject to the jurisdiction and competence of the Administrative Authorities and Courts in Miami -Dade County Florida as the exclusive forum for such controversy or disputes forsaking any other jurisdiction which either party may otherwise be entitled to claim. 5 18. NONDISCRIMINATION. Consultant represents and warrants to CRA 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 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. 19. CONFLICT OF INTEREST. a. Consultant is aware of the conflict of interest laws of the City of Miami (Miami City Code Chapter 2, Article V), Miami -Dade County, Florida (Miami -Dade County Code, Section 2-11.1 et. seq.) and of the State of Florida as set forth in the Florida Statutes, and agrees that it will fully comply in all respects with the terms of said laws and any future amendments thereto. b. Consultant covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal fmancial interests, direct or indirect, with CRA. Consultant further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to services provided hereunder. Any such conflict of interest(s) on the part of Consultant, its employees or associated persons, or entities must be disclosed in writing to CRA. c. Consultant shall decline proffered employment by another client(s) if the exercise of Consultant's independent professional judgment on behalf of CRA, on any matter directly related to Services, will be or is likely to be adversely affected by the acceptance of such proffered employment; provided, however, that Consultant may represent a client(s) with an interest adverse to CRA if the subject matter of such representation is not related to Services described in this Agreement and if CRA waives any conflict or alleged conflict with respect to such representation. Should Consultant request CRA's waiver of any conflict of interest, Consultant shall provide CRA, in writing, all information pertaining to such potential conflict for CRA's evaluation. d. Consultant shall not delegate the substantive obligations to be undertaken hereunder to any person or entity who exercises any functions or responsibilities on his/her personal behalf or on behalf of any other client(s) if the subject matter of such representation is related to Services and if such representation will or is likely to compete with the interests of CRA, or adversely affect the interests of CRA and the obligations undertaken by Consultant hereunder. 20. ASSIGNMENT. This Agreement shall not be assigned by Consultant, in whole or in part, without the prior written consent of CRA, which may be withheld or conditioned, in CRA's sole discretion. 6 21. 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: Doug Bruce & Associates, LLC 106 South Monroe Street, Tallahassee, FL 32301-1530 Attn: Doug Bruce, Managing Member To CRA: Southeast Overtown/Park West Community Redevelopment Agency 819 N.W. 2nd Avenue Miami, FL 33136 Attn: Cornelius Shiver, Executive Director With copy to: Allana R. Woods, Esq. CRA Staff Counsel 819 N.W. 2nd Avenue Miami, FL 33136 22. CHOICE OF LAW. This Agreement shall be construed and enforced according to the laws of the State of Florida. 23. CAPTIONS. The captions or headings of the Sections and other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. 24. NONWAIVER OF DEFAULT. 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. 25. SEVERABILITY. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. 26. CONSTRUCTION. 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 7 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. 27. THIRD -PARTY BENEFICIARY. No provision of this Agreement shall, in any way, inure to the benefit of any third parties so as to make any such third party a beneficiary of this Agreement, or of any one or more of the terms hereof, or otherwise give rise to any cause of action in any party not a party hereto. 28. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 29. INDEPENDENT CONTRACTOR. Consultant has been procured and is being engaged to provide services to CRA as an independent contractor, and not as an agent or employee of CRA. Accordingly, CRA 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 its classified or unclassified employees. Consultant further understands that Florida Workers' Compensation benefits available to employees of CRA are not available to Consultant, and agrees to provide workers' compensation insurance for any employee or agent of Consultant rendering Services to CRA under this Agreement. 30. CONTINGENCY CLAUSE. Funding for this Agreement is contingent on the availability of funds to CRA, and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds, or change in regulations. 31. MERGER. This Agreement 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. 32. AMENDMENT AND RESCISSION. This Agreement shall not be modified or rescinded except by written instrument setting forth such modification or rescission signed by all parties hereto. 33. FORCE MAJEURE. a. Force Majeure shall mean an act of God, epidemic, lighting, earthquake, fire, explosion, hurricane, flood or similar occurrence, strike, an act of public enemy, or blockade, insurrection, riot, civil disturbance or similar occurrence, which has a material effect adverse impact on the performance of this Agreement, and which cannot be avoided despite the exercise of due diligence. The term Force Majeure DOES NOT INCLUDE inclement weather (except as noted above) or the acts or omissions of subconsultants/subcontractors, third -party consultants/contractors materialmen, suppliers, or their subcontractors, unless such acts or omissions are otherwise encompassed by the definition set forth above. 8 b. No party hereto shall be liable for its failure to carry out its obligations under the Agreement during a period when such party is rendered unable, in whole or in part, by Force Majeure to carry out such obligations, but the obligation of the party or parties relying on such Force Majeure shall be suspended only during the continuance of any inability so caused and for no longer period of said unexpected or uncontrollable event, and such cause shall, so far as possible, be remedied with all reasonable dispatch. c. It is further agreed and stipulated that the right of any party hereto to excuse its failure to perform by reason of Force Majeure shall be conditioned upon such party giving, to the other party or parties, written notice of its assertion that a Force Majeure delay has occurred as soon as practicable after the occurrence but not later than ten (10) working days after the occurrence, unless there exists good cause for failure to give such notice, in which event, failure to give such notice shall not prejudice any parry's right to justify any non-performance as caused by Force Majeure unless the failure to give timely notice causes material prejudice to the other party or parties. 34. 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. [SIGNATURES APPEAR ON THE FOLLOWING PAGES] 9 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized as of the day and year above written. WITNESSES: DOUG BRUCE & ASSOCIATES, LLC, a Florida limited liability company, ("Consultant") By: By: H. Douglas Bruce Print: Managing Member By: Print: ATTEST: By: 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: Todd B. Hannon Cornelius Shiver Clerk of the Board Executive Director APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS REQUIREMENTS By: By: Allana R. Woods, Esq. Ann -Marie Sharpe CRA Staff Counsel Risk Management 10 11 ATTACHMENT "A" Scope of Work Consultant shall provide the following professional services as needed as part of this Agreement: 1. Assist CRA in the preparation of a strategic plan to advance the goals of CRA through Florida's legislative and executive branches. 2. Develop and execute a lobbying strategy for CRA legislative priorities. 3. Present and explain CRA's goals, objective, and needs to Florida's elected officials and governmental staff. 4. Secure effective proponents for CRA agenda. 5. Assist in obtaining funding for CRA projects within the community redevelopment district. 6. Assist CRA in obtaining partnering support from the State of Florida for projects within the community redevelopment district. 7. Keep CRA informed on proposed legislative changes affecting community redevelopment districts. 8. Facilitate CRA's interactions with Florida's legislative and executive branches. 9. Other related activities and additional work as required by CRA. ATTACHMENT `B" A. CRA shall pay Consultant, as compensation for Services performed pursuant to this agreement, an amount to be calculated as follows: 1. A monthly fee of Dollars ($ ) inclusive of all charges for administrative, clerical, and secretarial services which include copying, postage, report production, phone charges, invoicing and other direct business charges other than travel and entertainment expenses; plus 2. One Hundred percent (100%) of Consultant's approved travel and entertainment expenses at actual cost without additional markup. Total travel and entertainment expenses shall not exceed Dollars ($ ) per year. B. Consultant shall provide monthly invoices to CRA's Executive Director at: Executive Director SEOPW Community Redevelopment Agency 819 NW 2nd Ave., 3rd Floor Miami, FL 33136 C. Consultant and CRA agree that the maximum amount payable under this Agreement for Consultant's fees and expenses shall not exceed Dollars ($ ) per year. CRA may immediately, or at any time thereafter, terminate this Agreement in any year when the amount paid under this Agreement reaches Dollars ($ ).