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HomeMy WebLinkAboutBack-Up DocumentsPROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF MIAMI, FLORIDA and FLORIDA STATE UNIVERSITY This Professional Services Agreement ("Agreement") is entered on this day of 2025 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 Florida State University ("Consultant") whose principal address is 874 Traditions Way, Third Floor, Tallahassee, FL 32306-4166. 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 FSU, through its Consensus Center and in collaboration with the Orthon Group, proposes to provide public outreach services in support of the City's consideration of revisions to the City's tree ordinance ("Services") as more fully set forth in the Scope of Work ("Scope") attached hereto as Exhibit "A" and incorporated herein; 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, pursuant to Sections 18-111 of the City of Miami, Florida Code of Ordiances, as amended ("City Code") and in consideration of the mutual covenants and promises herein contained, Consultant and the City agree as follows: TERMS 1. RECITALS AND INCORPORATIONS The foregoing recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The following exhibits are attached hereto and are hereby incorporated into and made a part of this Agreement: Exhibit A — Scope of Services Exhibit B — Compensation Exhibit C — Insurance Requirements Exhibit D — Consultant's Certificate of Insurance Exhibit E — Corporate Resolution Exhibit F — Anti -Human Trafficking Affidavit In the event of a conflict between the provisions of this Agreement or any of its exhibits, the conflict shall be resolved in favor of the Agreement then the priority order indicated above. 2. SCOPE OF SERVICES A. The Consultant identified above will be assigned to assist the Building Depailinent ("Building"), which has been tasked of working with an entity that can assist with the revisions of potential tree ordinances for the City, or its designee, and shall perform the Services outlined in Exhibit "A", attached and incorporated herein. 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 but not limited to payment of permits, fees, occupational and licenses, nor in the performance of any obligations or in breach of any contract it has entered into with 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, 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. 3. COMPENSATION A. The amount of compensation payable by the City to the Consultant shall be based on 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 Eighty, Two Hundred Ninety-eight thousand dollars ($180,298). This cumulative total is agreed by the Parties to be the contract price which is the 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," Sections 218.70. - 218.78, Florida Statutes, and other applicable laws. No 2 advance or future payments shall be made at any time. 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 the guaranteed maximum cost to the City for performing the Consultant's obligations. The City shall (absent a prior Amendment with compelling cause approved as an Amendment to this Agreement) have no liability or obligation to 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. 4. TERM The Agreement shall become effective on the date on the first page and shall be for the duration of one (1) year with one (1) one (1) year option to renew at the City's sole discretion. The City, acting by and through the City Manager, shall have the option to extend or terminate the Agreement for convenience. 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, and documents 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 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 3 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 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 shall 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 4 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 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 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 The Consultant shall indemnify, save and hold harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, employees, and instrumentalities from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of the Consultant and persons employed or utilized by the Consultant in the performance of this Agreement. 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 5 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, save and hold harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, employees, and instrumentalities as herein provided. The indemnification provided above shall obligate the Consultant to defend, at its own cost and 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 the Consultant. These duties described in this Section 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, Sections 725.06 and/or 725.08, Florida Statutes, as applicable and as amended. The Consultant shall require all sub -consultant agreements to include a provision that each sub -consultant will 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 subconsultant 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 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 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, 6 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 3 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 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. 2nd Avenue, 9th 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 insurance as required by statute. Such self-insurance certificates shall be 7 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. C. 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, 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 8 of actual receipt, whichever is earlier. TO CONSULTANT: Florida State University UCC6140 296 Champions Way Tallahassee, FL 32306 rmontalvo@fsu.edu (850) 644-6320 18. MISCELLANEOUS PROVISIONS TO THE CITY: City Manager's Office ATTN: Arthur Noriega V, City Manager 444 SW 2nd Avenue, loth Floor Miami, FL 33130-1910 Office of the City Attorney ATTN: George K. Wysong III, City Attorney City of Miami 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33130 Building Department ATTN: Eduardo Santamaria, Director 444 SW 2nd Avenue, 4th Floor Miami, FL 33130 Procurement Department ATTN: Annie Perez, CPPO, Director City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami, Florida 33130 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. 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 9 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 4 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. G. Nothing contained in this Agreement is any way intended to be a waiver of the limitation placed upon the lndemnitees' liability as set forth in Chapter 768, Florida Statutes. Additionally, the lndemnitees do not waive sovereign immunity, and no claim or award against the lndemnitees shall include attorney's fees, investigative costs 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 10 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. 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 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. 11 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. 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 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. 12 29. E-VERIFY EMPLOYMENT VERIFICATION By entering into this Agreement, Consultant and its subconsultants are jointly and severally obligated to comply with the provisions of Section 448.095, Florida Statutes, as amended, titled "Employment Eligibility." Consultant affirms that (a) it has registered and uses the U.S. Depailment of Homeland Security's E-Verify system to verify the work authorization status of all new employees of Consultant; (b) it has required all subconsultants to this Agreement to register and use the E-Verify system to verify the work authorization status of all new employees of the subconsultant; (c) it has an affidavit from all subconsultants to this Agreement attesting that the subconsultant does not employ, contract with, or subcontract with, unauthorized aliens; and (d) it shall maintain copies of any such affidavits for the duration of the Agreement. Registration information is available at: http://www.uscis.gov/e-verify. If the City has a good faith belief that Consultant has knowingly violated Section 448.09(1), Florida Statutes, then City shall terminate this Agreement in accordance with Section 448.095(5)(c), Florida Statutes. In the event of such termination, Consultant agrees and acknowledges that it may not be awarded a public contract for at least one year from the date of such termination and that Consultant shall be liable for any additional costs incurred by the City because of such termination. In addition, if City has a good faith belief that a subconsultant has knowingly violated any provisions of Sections 448.09(1) or 448.095, Florida Statutes, but Consultant has otherwise complied with its requirements under those statutes, then Consultant agrees that it shall terminate the contract with the subconsultant upon receipt of notice from the City of such violation by subconsultant in accordance with Section 448.095(5)(c), Florida Statutes. Any challenge to termination under this provision must be filed in the Circuit or County Court by the City, the Consultant, or subconsultant no later than twenty (20) calendar days after the date of said termination. 30. CONFIDENTIALITY Subject to the requirements of Chapter 119, Florida Statutes, Consultant agrees not to disclose Confidential Information disclosed to it by the City. Confidential Information shall include all information received by Consultant that is not available to the public and all information identified as confidential by the City. For purposes of this Section, Confidential Information shall not include any information that (a) is or becomes generally available to the public, other than as a result of disclosure by Consultant; (b) becomes available to Consultant on a non -confidential basis and not in the contravention of applicable law from a source that is not bound by a confidential relationship by the City or by a confidentiality or other similar agreement; (c) was known by Consultant on a non -confidential basis and not in a contravention of applicable law or confidentiality or other similar agreement before its disclosure to Consultant; or (d) information which must be disclosed pursuant to law. 31. ANTITRUST VIOLATOR VENDORS A person or an affiliate who has been placed on the Antitrust Violator Vendors List following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply on any agreement to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on any agreement with a public entity for the construction or 13 repair of a public building or public work; may not submit a bid, proposal, or reply on leases of real property to a public entity; may not be awarded or perform work as a grantee, supplier, subcontractor, or consultant under an agreement with a public entity; and may not transact new business with a public entity. 32. ANTI -HUMAN TRAFFICKING Consultant confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. Consultant shall execute and submit to the City an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as Exhibit "D." If Consultant fails to comply with the terms of this Section, the City may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the City be liable to Consultant for any additional compensation or for any consequential or incidental damages. 33. COUNTERPARTS; ELECTRONIC SIGNATURES This Agreement may be executed in counterparts, 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 agrees to promptly execute and deliver to the other Parties an original signed Agreement upon request. 34. 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. SIGNATURE PAGE FOLLOWS Remainder of page intentionally left blank. 14 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and year first above written. "Consultant" ATTEST: Florida State University An individual over the age of 21 years old. By: By: Name: Name: Title: Title: "City" ATTEST: CITY OF NHANH, a Florida municipal corporation By: By: Todd Hannon City Clerk Arthur Noriega V City Manager APPROVED AS TO FORM AND APPROVED AS INSURANCE CORRECTNESS: REQUIREMENTS: By: By: George K. Wysong III David Ruiz City Attorney Risk Management Interim Director 15 EXHIBIT A SCOPE OF SERVICES CONSENSUS CENTER `Facilitating Consensus Solutions, Supporting Collaborative Action." Florida State University UCC6140, 296 Champions Way, Tallahassee, FL 32306-2641 Phone: (850) 644-6320 SCOPE OF SERVICES IN SUPPORT OF PUBLIC WORKSHOPS TO REVIEW POTENTIAL TREE ORDINANCE REVISIONS AND TREE CANOPY ISSUES FOR THE CITY OF MIAMI, FLORIDA The Consensus Center at Florida State University, in collaboration with the Orthon Group, proposes to provide the following public outreach services in support of the City of Miami's consideration of revision to the City's tree ordinance. Process design and facilitation services will be provided by Hal Beardall and Rafael Montalvo, respectively Director and Associate Director of the Consensus Center. Web -based portal services will be provided by the Orthon Group, led by Steven Smallpage, Director of the Center for Public Opinion Research at Stetson University. OVERVIEW OF SERVICES All of the services described in this proposal will be conducted in ways that highlight points of agreement or potential consensus among participants. This proposal is divided into two sections: Phase 1-- Initial Workshops and Related Activities This section describes the minimum set of services that the team will provide to help the City solicit input on possible tree ordinance revisions and related tree canopy issues. Optional Phase 2— Follow -Up Input and/orEngagementTh is section describes additional services that may be provided, at the City's discretion, after the Phase 1 activities. These services would allow residents to: • Jointly explore ways the City might respond to Phase 1 input • Provide input on measures the City may consider in response to Phase 1 input INITIAL WORKSHOPS AND RELATED SERVICES Initial Interviews with Stakeholder Group and Community Representatives The Consensus Center will conduct initial interviews with up-to-10 community and stakeholder group members and others as directed. The purpose of the initial interviews will be to: • Review and answer questions about upcoming workshop discussions • Identify and explore issues that members believe should be addressed in the process The Consensus Center will prepare a report summarizing, without attribution, the issues and suggestions identified in the interviews. The summary will include a draft agenda and plan for the sessions that reflects information gathered in the interviews. Coordination with City Staff and Materials Preparation for Community Workshops and Web Portal The Consensus Center will work closely with City staff throughout the process to: • Review background materials, including ordinances, summaries of previous workshops, and other relevant materials • Develop a framework, agenda, and worksheets as needed to support workshop discussions • Help design visuals and other materials that allow participants to understand information and issues related to canopy management in the City of Miami • Assist with other planning and preparation tasks as appropriate Community Workshops The Consensus Center will design and facilitate five in -person workshops, one in each of the districts identified by city staff. These workshops will: • Provide information needed to understand the range of City ordinances and programs that impact tree canopy in the city • Provide information about proposed revisions to the City of Miami tree ordinance • Engage participants in identifying concerns, related to tree canopy management and specifically to the tree proposed ordinance revisions • Engage participants in identifying potential ways to address the identified concerns Workshop Reports The Center will prepare a brief summary of each of the Community Workshops that documents key points of discussions and conclusions for that workshop. The Center will prepare a final report that summarizes key discussions and conclusions, and outlines themes, across the workshop series. Web -Based Comment Portal To provide as many stakeholders as possible the opportunity to comment, the Orthon Group in partnership with the FCRC Consensus Center, will design, develop and maintain a web -based portal for public comment, accessible via QR code and from participating county and water management district websites. The portal will be open for a minimum of four weeks or as directed by the City. It will provide background information about the tree Ordinance and other City ordinances and programs affecting the urban canopy. The portal will collect responses to closed questions and open-ended questions, allowing users to comment on potential changes to the ordinance and to offer observations relevant to urban canopy issues generally. The portal will include features to minimize the possibility of individuals submitting input more than once and distinguish demographic and other characteristics of respondent groups. After the end of the input collection period, the Orthon Group will provide a report analyzing the responses. Analysis of open-ended responses will be conducted using the Orthon Group's proprietary AI -assisted thematic content analysis methodology, which is suited to analyzing large numbers of open-ended responses. The report will identify themes and associations of ideas and positions within the responses, and the frequency with which they occur. These services will be provided by: Dr. Steven Smallpage, PhD, Director, Center for Public Opinion Research Associate Professor of Political Science Dr. Robert Askew, MPH PhD Associate Professor of Psychology Dr. Joshua Eckroth, PhD Associate Professor of Computer Science and Mathematics OPTIONAL PHASE 2 FOLLOW-UP INPUT AND/OR ENGAGEMENT Some or all of the following would be provided, if appropriate in light of Phase 1 input and at the discretion and direction of the City. Advisory Committee The Consensus Center would help the City Convene and facilitate up -to four meetings of a stakeholder advisory committee to seek agreement on ways the City might build on Phase 1 input. An Advisory Committee would be appropriate if the Phase 1 input indicated potential points of agreement in principle which required further development or detail to be fully assessed by the City or residents. Community Workshops The Consensus Center would design and facilitate five additional in -person workshops, one in each of the districts identified by City staff. These workshops will: • Provide information needed to understand the range of City ordinances and programs that impact tree canopy in the city • Provide information about potential City responses to Phase 1 input, including updated revisions to the Tree Ordinance • Engage participants evaluating and providing input on the potential City responses Web -Rased Comment Portal To provide residents and stakeholders the opportunity to comment on potential City responses to Phase 1 input, the Orthon Group in partnership with the FCRC Consensus Center, will revise the Phase 1 portal as appropriate and provide an analysis of the resulting input. Coordination with City Staff and Materials Preparation for Additional Workshops, Advisory Committee, and Web Portal The Consensus Center would work closely with City staff throughout the process to: • Review background materials, including ordinances, summaries of previous workshops or meeting, and other relevant materials • Develop a framework, agenda, and worksheets as needed to support workshop or meeting discussions • Help design visuals and other materials that allow participants to understand information and issues related to canopy management in the City of Miami • Assist with other planning and preparation tasks as appropriate Phase 2 Reports The Center would prepare a brief summary of each of the Community Workshops and/or Advisory Committee Meetings that documents key points of discussions and conclusions for that workshop or meeting. The Center will prepare a final report that summarizes key discussions and conclusions, and outlines themes, across the workshop and/or meeting series. EXHIBIT B COMPENSATION COSTS FOR PROFESSIONAL TIME All costs are based on a rate of $1,530 per facilitator per day Phase I Initial interviews and summary report $5,355 Coordination with staff and materials preparation $12,240 Community workshops $19,125 Interim and final reports $10,200 Web -based comment portal development and maintenance, and analysis of responses $25,449 Total Phase 1 Professional Time $72,369 FSU Overhead (10% adjusted to stay within previous estimate) $7,095 Phase I Professional Time And Overhead $79,464 Some or all of the following will be provided, if appropriate in light of Phase 1 input and at the discretion and direction of the City. Phase 2 Coordination with staff and materials preparation $9,180 Advisory Committee $15,300 Phase 2 Community workshops $19,125 Interim and final reports $10,200 Web -based comment portal development and maintenance, and analysis of responses $25,499 (Note: This amount assumes a complete redesign of the portal will be needed for Phase 2. If less than a complete redesign is appropriate, this amount will be reduced.) Total Phase 2 Professional Time $79,304 FSU Overhead (10%) $7,930 Phase 2 Professional Time And Overhead $87,234 TRAVEL Travel expenses will not exceed $13,600 and will be approved in advance by City staff and billed separately at cost plus overhead, and consistent with State of Florida guidelines. Estimates are based on the following: Phase I Community workshops 2 roundtrips (4 days 3 nights each) from Tallahassee at $1,100 each 2 roundtrips (4-days 3 nights each) from DeLand at $900 each Phase 2 Community workshops 2 roundtrips (4 days 3 nights each) from Tallahassee at $1,100 each 2 roundtrips (4-days 3 nights each) from DeLand at $900 each Advisory Committee 4 roundtrips (2 days 1 night each) from Tallahassee at $800 each 4 roundtrips (2-days 1 night each) from DeLand at $600 each Total Not -To -Exceed for Travel TOTAL POTENTIAL PROJECT COSTS INCLUDING ALL OPTIONAL SERVICES AND RELATED TRAVEL $2,200 $1,800 $2,200 $1,800 $3,200 $2,400 $13,600 $180,298 EXHIBIT C INSURANCE REQUIREMENTS The Provider is self -insured subject to the limitations and provisions of Section 768.28 of the Florida Statutes. Exhibit D COMPANY RESOLUTION (This Resolution needs to authorize the signatory to sign) WHEREAS, , a state funded public institution qualified to do business in Florida, desires to enter into a Professional Services Agreement ("Agreement") with the City solely for the limited purposes of performing the services as described in the Agreement to which this Company Resolution is attached; and WHEREAS, the Managing Members of Company at a duly held company meeting have considered the matter in accordance with the Articles and By -Laws of the company; NOW, THEREFORE, BE IT RESOLVED BY THE MANAGING MEMBERS that this Company is authorized to enter into the Agreement with the City, and that , as the authorized signatory of the Company, is hereby authorized and directed to execute the Agreement, in the name and on behalf of this company, with the City and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. DATED this day of , 2025. Chairperson of the Managing Members Print Name: Corporate Secretary Print Name: (Corporate Seal) EXHIBIT E ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity is a non -governmental entity authorized to transact business in the State of Florida and in good standing with the Florida Depaituient of State, Division of Corporations. b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2024). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2024), attached and incorporated herein as Exhibit Affidavit-1. 2. Under penalties of perjury, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer or a representative of the nongovernmental entity authorized to execute this AntiHuman Trafficking Affidavit. Nongovernmental Entity: Name: Officer Title: Signature of Officer: Office Address: Email Address: FEIN No. Main Phone Number: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was sworn to and subscribed before me by means of O physical presence or O online notarization, this day of by as the authorized officer or representative for the nongovernmental entity. He/she is personally known to me or has produced as identification. (NOTARY PUBLIC SEAL) Signature of Person Taking Oath (Printed, Typed, or Stamped Name of Notary Public) My Commission Expires: EXHIBIT AFFIDAVIT-1 SECTION 787.06, FLORIDA STATUTES (2024)