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HomeMy WebLinkAbout23026AGREEMENT INFORMATION AGREEMENT NUMBER 23026 NAME/TYPE OF AGREEMENT RUSH JONES WALKER, LLP DESCRIPTION PROFESSIONAL SERVICES AGREEMENT / LEGISLATIVE, INTERGOVERNMENTAL COMMUNITY AFFIARS ISSUES / SUPERVISORY EMPLOYMENT TRAINING FOR THE MAYORS OFFICE EFFECTIVE DATE - 02/17/2020 ATTESTED BY TODD B. HANNON ATTESTED DATE 2/19/2020 DATE RECEIVED FROM ISSUING DEPT. 2/27/2020 NOTE oft lisp CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Procurement Department DEPT. CONTACT PERSON: Aileen Carbonell/Yadissa Calderon EXT. 1922 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Jones Walker LLP IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES ❑ NO TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? ❑ YES ❑ NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑■ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT El PUBLIC WORKS AGREEMENT El MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT OTHER: (PLEASE SPECIFY) PURPOSE OF ITEM (BRIEF SUMMARY): PSA between City of Miami and Jones Walker LLP for Signature COMMISSION APPROVAL DATE: / FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: '.._ ` '"�yC �.—:, ..».._�.�-� ='K�-f ROUTING114FORMATION' Y ==` _ Date PLEASE PRINT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR PR 20093 PRINT: Annie Perez, CPPO SIGNATURE: SUBMITTED TO RISK MANAGEMENT PRINT: Ann -Marie Sharpe SIGNATURE: SUBMITTED TO CITY ATTORNEY PRINT: Victoria Mendez SIGNATURE: APPROVAL BY ASSISTANT CITY MANAGER PRINT: Sandra Bridgeman SIGNATURE: APPROVAL BY DEPUTY CITY MANAGER PRINT: Joe F. Napoli SIGNATURE: RECEIVED BY CITY MANAGER PRINT: Emilio T. Gonzalez, Ph.D. SIGNATURE: 1) ONE ORIGINAL TO. CITY CLERK, 2) ONE COPY TO CITY ITY ATTORNEY'S OFFICE, 3) REMAINING ORIGINAL(S) TO ORIGINATING DEPARTMENT • PRINT: Todd Hannon SIGNATURE: PRINT Victoria Mendez SIGNATURE: PRINT: SIGNATURE: PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER City of Miami Office of the City Attorney Legal Services Request To: Pablo R. Velez Date: 02/12/2020 Office of the City Attorney From: •Yadissa Calderon/Aileen Carbonell Procurement Contact Person Requesting Client Assistant Director Title 305-416-1922 Telephones Legal Service Requested: Professional Services Agreement between City of Miami and Jones Walker LLP for Signature Complete form and forward to the Office of the City Attorney or e-mail to Legal Services. Do not assume that the Office of the City Attorney knows the background of the question and/or issue, such as opinions on the same or similar issues, the existence of relevant memos, correspondence, etc. Please attach to this form and/or e-mail all pertinent information relating to the subject. Once your request has been assigned, an e-mail will be sent to you with the Assigned Attorney's name and the issued matter identification number. All attorneys in the Office of the City Attorney shall fully comply with the Rules Regulating the Florida Bar. For Legal Services requesting an opinion from the Office of the City Attorney: ❑ Issue opinion in writing. ❑ Publish opinion after issuance. Authorized by: Yadissa Calderon Date response requested by: BELOW PORTION TO BE COMPLETED BY THE OFFICE OF THE CITY ATTORNEY Assigned Attorney: Date: File No. Approved by: Ultimate Client: Comments: D / R Date: Type: Matrix: Category: Copy returned to Requesting Client Copy to Ultimate Client rev. 04/14/2017 City of Miami Office of the City Attorney Legal Services Request Supplemental Page Copy returned to Requesting Client Copy to Ultimate Client rev. 04/14/2017 sunbiz.org - Florida Departn r of State . Page 1 of 2 Florida Department of State Previous on List Next on List Filing History No Authority Info DIVISION OF CORPORATIONS vamir • org CaPoLow Dui official 3E:de of Florida w?bzl/e Return to List No Partner Info Name History Partnership Name Search Submit Partnership Detail Limited Liability Partnership Name JONES WALKER L.L.P. Principal Address CIO CONTROLLER 201 ST CHARLES AVE., 48TH FLOOR NEW ORLEANS, LA 701705100 Change Date: 05/03/2013 Filing Information Document Number FEI/EIN Number File Date State Total Pages Pages in Original Filing Florida Partners Total Partners Status Effective Date Expiration Date Name History Mailing Address JONES WALKER L.L.P. 201 SOUTH BISCAYNE BLVD STE. 2600 MIAMI, FL 33131 Change Date: NONE Registered Agent RILEY LAURIE 201 S. BISCAYNE BLVD., SUITE 2600 MIAMI, FL 33131 US Document Images 05/16/2001 -- LLP 05/01/2019 — LLP Business Report LLP010001036 720445111 05/16/2001 LA 24 2 NONE 1 ACTIVE NONE NONE 0001 View image in PDF format View image in PDF format http://dos.sunbiz.org/scripts/gendet.exe?action=DETGENINAME&web dir=%20&web k... 2/12/2020 sunbiz.org - Florida Departmr Nof State Page 2 of 2 I 05/04/2018 -- LLP Business Report 05/02/2017 -- LLP Business Report 09/12/2016 -- Amendment 05/05/2016 -- LLP Business Report 04/29/2015 — LLP Business Report 04/28/2014 — LLP Business Report 05/03/2013 -- LLP Business Report 02/12/2013 -- Partnership Name Change 07/12/2012 -- LLP Business Report 02/24/2011 -- LLP Business Report 03/16/2010 -- LLP Business Report 03/10/2009 -- LLP Business Report 02/25/2008 — UNIFORM BUS REP 03/08/2007 -- UNIFORM BUS REP 03/03/2006 -- UNIFORM BUS REP 02/07/2005 -- UNIFORM BUS REP 03/12/2004 — UNIFORM BUS REP 02/24/2003 -- UNIFORM BUS REP 03/18/2002 -- UNIFORM BUS REP View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Previous on List Next on List Return to List Filing History No Authority Info No Partner Info Name History Partnership Name Search Submit Florida Department of State, Division of Corporations http://dos.sunbiz.org/scripts/gendet.exe?action=DETGENINAME&web dir=%20&web k... 2/12/2020 ALAS Attorneys' Liability Assurance Society December 5, 2019 Jones Walker L.L.P. 201 St. Charles Avenue Suite 5100 New Orleans, LA 70170-5100 To Whom It May Concern: CONFIRMATION OF INSURANCE rtNN We hereby confirm that Jones Walker L:L P. has Professional Liability Coverage under Policy ALA#103 1 with an annua limit of $50,000,000 per claim and $100,000,000 in the aggregate v it the right, under stated conditions, to purchase extended reporting rights upon terminatibn of such Policy by ALAS. The self -insured retentioniu d r such.Policy is $1,000,000 each claim up to an aggregate of $2,000,009 d $100,000 eae i claim thereafter. The Policy effectiv date is from January 1, 2020 to January 1, 2021. Such Policy is,subject.YThtthe erms, conditions, limitations and exclusions stated therein. ATTORNEYS' LIABILITY ASSURANCE SOCIETY LTD., A RISK RETENTION GROUP By: Date: /��/9 Nancy J. Montroy Vice President - Director of Underwriting 311 S. Wacker Drive, Suite 5700 Chicago, IL 60606-6629 tel 312.697.6900 fax 312.697.6901 afas,corr From: Carbonell, Aileen To: Gomez Jr., Francisco (Frank) Subject: RE: PROCUREMENT INSURANCE REVIEW FOR JONES WALKER LLP Date: Wednesday, February 12, 2020 4:05:00 PM Attachments: image002.pnq Importance: High Frank, SOW: Advisor to Mayor, 25K Should you have any questions or concerns, please do not hesitate to contact me at information listed below. Kind regards, Aileen Carbonell, MPA Procurement Assistant Department of Procurement 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 Office: (305) 416-1922 Facsimile: (305) 416-1925 Email: acarbonell@miamigov.com Website: https://www.miamigov.com/Government/Depat ents-Organizations/Procurement 1aa "Serving, Enhancing, and Transforming our Community" Mission: The City of Miami Department of Procurement's mission is to ethically procure quality goods and services, design, construction and construction management services at the best value for the City, while providing excellent customer service, process efficiency, transparency, fairness, competition, accountability, and maintaining public trust. CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. *Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. From: GomezJr., Francisco (Frank) Sent: Wednesday, February 12, 2020 3:15 PM To: Carbonell, Aileen <ACarbonell@miamigov.com> Subject: RE: PROCUREMENT INSURANCE REVIEW FOR JONES WALKER LLP That's fine. From: Carbonell, Aileen Sent: Wednesday, February 12, 2020 2:57 PM To: Gomez Jr., Francisco (Frank) <FGomezPmiamigov.com> Subject: PROCUREMENT INSURANCE REVIEW FOR JONES WALKER_ Importance: High Frank, Yadissa asked me to send this over and see if we,tah get i revitewed/approved. It is for a Professional Services Agreement we need -to route for `signatures. As always, please advise if adequate or what else is needed for full"appro al. rhark you. I / Kind regards, Aileen Carbonell, MPA a� V Procurement Assistant Department of Procuremee 444 SW 2nd Avenue, 611-17Thoor Miami, Florida 33130 Office: (305) 416-1922 Facsimile: (305) 416-1925 Email: acarbonellPmiamigov.com Remit W9 to: PurchasingSupplierAdminsPmiamigov.com Website: https://beta.miamigov.com/Government/Departments-Organizations/Procurement "Serving, Enhancing, and Transforming our Community" CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strict/y, prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destrdy all copies of the original message. Thank you. y *Please Note: Due to Florida's very broad public records law, most written communicate hsto or from City of Miami employees regarding City business are public records, available to the public and "media upon request. Therefore, this e-mail communication may be subject to public disclosure. PROFESSIONAL SERVICES AGREEMENT By and Between THE CITY OF MIAMI and JONES WALKER, LLP This Professional Services Agreement ("Agreement") is entered into this tCt day of February, 2020 (with services commencing as of February , 2020, the "Effective Date") by and between the City of Miami, a Florida municipal corporation, whose address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130 (hereafter referred to as the "City"), and Jones Walker LLP, a Florida profit corporation, whose address is 201 S Biscayne Blvd, Citi Center, Suite 2600, Miami, FL 33131 (hereafter referred to as "Provider"), for provision of services under the terms and conditions defined below. RECITALS A. The City, pursuant to Section 18-88(d)(2) of the Code of the City of Miami, as amended (the "Code"), has accepted the Provider's proposal ("Proposal") for the provision of the services under the specifications/scope of work herein, inclusive of organizational and policy assessments (hereinafter collectively referred to as the "Services"); and B. After review and consideration by the City Manager, Provider's Services have been recommended for the City's Procurement Director to proceed with under Section 18-88(d)(2) of the Code to procure such Services as outlined in Exhibit "A" in an amount not to exceed Twenty - Five Thousand Dollars ($25,000.00), and the City Manager is authorized to execute this Agreement for the $25,000.00 amount as set forth in the Code and which may be administratively approved by the City Manager; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Provider and the City agree to the terms and conditions of this Agreement as follows: TERMS 1. RECITALS AND INCORPORATIONS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The Services, as amended, are hereby incorporated into., made a part of this Agreement, and attached hereto as Exhibit "A". The Compensation is hereby incorporated into, made a part of this Agreement, and attached hereto as Exhibit `B". The Insurance Requirements are hereby incorporated into, made a part of this Agreement, and attached hereto as Exhibit "C". 2. TERM: The term of this Agreement shall be for a period of one (1) year commencing on the Effective Date hereof of February t9 , 2020 and ending on February I , 2021. 3. OPTION TO EXTEND There are no options to extend or amend the term of this Agreement beyond the limits of Section 18-88(d)(2) of the Code. 4. SCOPE OF SERVICES A. Provider agrees to provide the Services as specifically described, and under the special terms and conditions set forth in Exhibit "A" attached hereto. Additionally, in order for Provider to better assist the City with updates regarding the Services, Provider shall (1) provide monthly progress reports to the City Manager and the City's Director of Government Relations, (2) be prepared at all times to obtain documentation and research materials for the City upon request, and (3) forward all required reports, upon request by the City, and those reports shall be in the number of copies as requested by the City at that particular instance. B. Provider represents and warrants to the City that: (i) it possesses and each of Provider's representatives possesses all required qualifications, valid State and local licenses and expertise required for the performance of the Services; (ii) it is not delinquent in the payment of any sums due the City, including payment of permit fees, occupational licenses, etc., nor in the performance of any obligations 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; (iv) the Services will be performed (a) in the manner described in Exhibit "A", (b) for the budgeted amounts, rates, and schedules described in Section 5 Compensation below and in Exhibit `B", and (c) in a skillful and respectful manner; (v) each person executing this Agreement on behalf of Provider has been duly authorized to so execute the same and fully bind Provider as a party to this Agreement; and (vi) the quality of Provider's performance and all of Provider's interim and final product(s) and report(s) provided to or on behalf of the City shall be in conformance with best practices for national, state, and local standards. C. Provider's authorized Services Coordinators ("Services Coordinators") shall be Carlos Curbelo, or Designee. The City's authorized representative shall be City Manager Emilio T. Gonzalez, with assistance from time to time, as requested by the City Manager, from the City's Director of Government Relations. Should the Services Coordinators deemed acceptable by the City leave Provider's firm for any reason, the City and Provider will work together regarding the consideration of an acceptable replacement to be provided by Provider. City reserves the right to accept or reject any change of Services Coordinators and/or any other proposed Services Coordinators. Provider shall give at least thirty (30) days advanced written notice to City of any intent to change the Services Coordinators. City shall have the right to receive pertinent information from Provider, and Provider shall provide such pertinent information, about the proposed individuals at the time of such notice of intent to change. In the event that Provider changes the Services Coordinators, it is the intent of the Parties to this Agreement that the City should not be penalized by such change and Provider shall continue the Services in a manner consistent with this Agreement. D. Provider shall at all times provide fully qualified, competent, and capable employees to perform the Services under this Agreement. City may require Provider to remove any employee the City deems careless, incompetent, insubordinate, or otherwise objectionable and whose continued' services under this Agreement are not in the best interest of the City. Page 2 of 17 Each of Provider's employees shall have and present proper identification and proper insurance coverage as reviewed and approved by the City's Risk Management Department. 5. COMPENSATION A. The total amount of compensation payable by the City to Provider shall in no event exceed this one (1) year term. The maximum total not to exceed amount of Twenty Five Thousand Dollars and Zero Cents ($25,000.00) for this one (1) year period shall be the limit of liability of the City for all fees, costs, reimbursable expenses, if any, and any other approved expenditure of Provider, its subcontractors, agents, or representatives, if any, relating to Provider's performance of the Services. The City and Provider agree that Provider's reasonable costs of regular U.S. mail, copies, and telephone, all without markup and at actual cost, related to the Services may be considered reimbursable expenses. Provider shall be responsible for its own additional expenses, and those of its subcontractors, agents, and representatives, including, but not limited to, business travel, lodging, registration or renewal fees, express mail costs, costs of preparing presentation materials needed to represent the City and similar related costs during the term of this Agreement. B. Provider shall bill and provide the City with monthly invoices for Services rendered, which shall be accompanied by sufficient supporting documentation and receipts and contain sufficient detail, to allow a proper audit of expenditures, should City require one to be performed. Pursuant to the Florida Prompt Payment Act, the City shall make each payment for such documented invoices in arrears within forty-five (45) days after receipt of Provider's invoice for Services performed. C. Absent an amendment to this Agreement in conformance with the City's Procurement Ordinance, additional services and expenses are not included in this compensation and shall only be provided upon a written amendment entered into by the City and Provider in accordance with the City's Procurement Code. D. Provider agrees and understands that: (i) any and all subcontractors providing Services related to this Agreement shall be paid through Provider and not paid directly by the City; and (ii) any and all liabilities regarding payment to or use of subcontractors for any of the Services related to this Agreement shall be borne solely by Provider. E. Neither Provider nor any of its employees nor its subcontractors shall perform any work unless duly authorized by the City Manager. Provider shall not be paid (i) for any work performed outside the Services set forth in Exhibit "A" of this Agreement; or (ii) for any work performed by any of Provider's employees or subcontractors not otherwise previously authorized by the City Manager. 6. OWNERSHIP OF DOCUMENTS Provider understands and agrees that any information, document, report or any other material whatsoever which is given by the City to Provider or which is otherwise obtained or prepared by Provider pursuant to or under the terms of this Agreement is and shall at all times remain the property of the City. Provider agrees not to use any such information, document, report or Page 3 of 17 material for any other purpose whatsoever without the written consent of City, which may be withheld or conditioned by the City in its sole discretion. The City shall maintain and retain ownership of any and all documents which result from the completion of the Services under this Agreement. 7. AUDIT AND INSPECTION RIGHTS A. 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 Provider under this Agreement, audit, or cause to be audited and inspected, those books, documents, papers, and records of Provider which are related to Provider's performance under this Agreement for the purpose of audits, examinations, excerpts, and transcripts. Provider agrees to maintain 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. Provider'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 any time during the term hereof, inspect, and observe Provider's work and undertake such inquiries and reviews as the City deems reasonably necessary to determine whether the Services required to be provided by Provider under this Agreement conform to the terms hereof. Provider shall make available to the City all reasonable facilities and assistance to facilitate the inquiries, reviews, and/or inspections by City representatives. All audits, inquiries, reviews, and inspections shall be subject to and made in accordance with the provisions of the City Code. 8. AWARD OF AGREEMENT Provider 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. 9. PUBLIC RECORDS Provider understands that the public shall have access at all reasonable times to all documents and information pertaining to City contracts 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 law. Provider's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. Provider shall additionally comply with the provisions of Section 119.0701, Florida Statutes, entitled: "Contracts; public records." 10. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS Provider understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. City and Provider agree to comply with and observe all applicable laws, codes and ordinances as they may be amended from time to time. Page 4 of 17 Provider further agrees to include in all of Provider's agreements with employees and subcontractors for any Services related to this Agreement this provision requiring employees and subcontractors 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. 11. INDEMNIFICATION Provider shall indemnify, defend, release, and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims,. expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with: (i) the performance or non-performance of the Services contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of Provider or its employees, agents or subcontractors (collectively referred to as "Provider"),or (ii) the failure of the Provider to comply with any of the paragraphs herein or the failure of the Provider to conform with statutes, ordinances or other regulations or requirements of any governmental authority, federal or state in connection with the performance of this Agreement. Provider expressly agrees to indemnify, hold harmless, and release the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of Provider, or any of its subcontractors, as provided above for which the Provider's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. Provider further agrees to indemnify, defend, release, and hold harmless the Indemnitees from and against (i) any and all Liabilities imposed on account of the violation of any law, ordinance, order, rule, regulation, condition, professional standard or requirement related directly or indirectly to Provider's performance under this Agreement, compliance with which is left by this Agreement to Provider; and (ii) any and all claims, and/or suits for Services and materials furnished by Provider or utilized in the performance of this Agreement or otherwise. Provider shall hold harmless, defend, release, and indemnify the City for any errors in the provision of Services and for any fines which may result from the fault of Provider, its employees, agents, or subcontractors. Provider's obligations to indemnify, defend, release, and hold harmless the Indemnitees shall survive the termination of this Agreement. Provider understands and agrees that any and all liabilities regarding the use of any subcontractor, agents, or representatives for Services related to this Agreement shall be borne solely by Provider throughout the duration of this Agreement and that this provision shall survive the termination of this Agreement. 12. DEFAULT If Provider fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then Provider shall be in default. Upon the occurrence of a default hereunder, the City, in addition to all remedies available to it by law, may immediately, upon written notice to Provider, terminate this Agreement whereupon all payments, advances Page 5 of 17 or other compensation paid by the City to Provider while Provider was in default shall be immediately returned to the City. Provider understands and agrees that termination of this Agreement under this section shall not release Provider from any obligation accruing prior to the effective date of termination. Should Provider be unable or unwilling to commence to perform the Services within the time provided or contemplated herein then in addition to the foregoing, Provider shall be liable to the 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 damages. 13. RESOLUTION OF CONTRACT DISPUTES Provider understands and agrees that all disputes between Provider 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 Provider being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and Zero Cents ($25,000.00), the City Manager's decision shall be approved or disapproved by the City Commission. Provider shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by the City Commission if the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and Zero Cents ($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 (ninety (90) days if the 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. 14. CITY'S TERMINATION RIGHTS A. The City Manager shall have the right to terminate this Agreement in his/her sole discretion at any time by giving written notice to Provider at least five (5) business days prior to the effective date of such termination. In such event, the City shall pay to Provider compensation for services rendered and reasonable reimbursable expenses incurred prior to the effective date of termination. In no event shall the City be liable to Provider for any additional compensation, other than that provided herein, or for any consequential or incidental damages. B. The City shall have the right to terminate this Agreement without notice to Provider upon the occurrence of an event of default hereunder. In such event the City shall not be obligated to pay any amounts to Provider and Provider shall reimburse to the City all amounts received while Provider was in default under this Agreement. 15. INSURANCE A. Provider shall at all times during the term hereof maintain such types and amounts of insurance coverage(s) as may be required by the City as set forth in Exhibit "C" hereto. The Provider shall add the City of Miami as an additional named insured to its commercial Page 6 of 17 general liability and auto policies and as a named certificate holder on all policies. Provider shall correct any insurance certificates as requested by the City's Risk Management Administrator. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage(s) shall be furnished to the City on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled, modified or changed during the performance of the Services under this Agreement without thirty (30) calendar days prior written notice to the City. Completed Certificates of Insurance shall be filed with the City prior to the performance of Services hereunder, provided, however, that Provider shall at any time upon request file duplicate copies of the policies of such insurance with the City. B. If, in the judgment of the City, prevailing conditions warrant the provision by Provider of additional liability insurance coverage or coverage which is different in kind(s) or amounts, the City reserves the right to require the provision by Provider of an amount of coverage different from the amounts or kind(s) previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Provider fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Agreement shall be considered terminated on the date that the required change in policy coverage would otherwise take effect. C. Provider understands and agrees that any and all liabilities regarding the use of any of Provider's employees or any of Provider's subcontractors for Services related to this Agreement shall be borne solely by Provider throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. Provider further understands and agrees that insurance for each employee of Provider and each subcontractor providing Services related to this Agreement shall be maintained in good standing and approved by the City Risk Management Administrator throughout the duration of this Agreement. D. Provider shall be responsible for assuring that the insurance certificates required under this Agreement remain in full force and effect for the duration of this Agreement, including any extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any extension hereof, Provider shall be responsible for submitting new or renewed insurance certificates 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 are not replaced with new or renewed certificates 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) 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 Provider in conjunction with the violation of the terms and conditions of this Agreement. Page 7 of 17 E. Compliance with the foregoing requirements shall not relieve Provider of its liabilities and obligations under this Agreement. 16. NON-DISCRIMINATION Provider represents and warrants to the City that Provider does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Provider's performance under this Agreement on account of race, color, sex, religion, age, disability, sexual orientation, marital status or national origin. Provider further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, disability, sexual orientation, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 17. ASSIGNMENT This Agreement shall not be assigned by Provider, in whole or in part, without the prior written consent of the City, which may be withheld or conditioned, in the City's sole discretion through the City Manager. 18. 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 PROVIDER: Carlos Curbelo Jones Walker LLP 201 S Biscayne Blvd Citi Center, Suite 2600 Miami, FL 33131-4341 TO THE CITY: Emilio T. Gonzalez City Manager 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130 With copies to: Mayor Francis Suarez' Office 3500 Pan American Drive Miami, Florida 33133 Victoria Mendez City Attorney 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 Page 8 of 17 19. 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 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. Each party shall bear its own attorney's fees, expenses, and costs. B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof and no waiver shall be effective unless made in writing. D. 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. E. Provider shall comply with all applicable laws, rules and regulations in the performance of this Agreement, including, but not limited to, any licensure and certifications required by law for such professional service providers. F. 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. 20. SUCCESSORS AND ASSIGNS This Agreement shall "be binding upon the Parties hereto, their heirs, executors, legal representatives, successors or assigns. 21. INDEPENDENT CONTRACTOR Provider has been procured and is being engaged to provide services to the City as an independent contractor and not as an agent or employee of the City. In providing such Services, neither Provider nor Provider's agents shall act as officers, employees, or agents of the City. No partnership, joint venture, or other joint relationship is hereby created. City does not extend to Provider nor to Provider's agents any authority of any kind to bind City in any respect whatsoever. Accordingly, Provider shall not attain, nor be entitled to, any rights or Page 9 of 17 benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Provider further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Provider and agrees to provide workers' compensation insurance for any employee or agent of Provider rendering services to the City under this Agreement. Provider further understands and agrees that Provider's or subcontractors' use or entry upon City properties shall not in any way change its or their status as an independent contractor. 22. CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds, reduction of funds and/or change in laws, regulations, priorities or programs upon thirty (30) days' notice. 23. 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 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. 24. CITY NOT LIABLE FOR DELAYS Provider hereby understands and agrees that in no event shall the City be liable for or responsible to Provider or any subcontractor, 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. 25. USE OF NAME Provider understands and agrees that the City is not engaged in research for advertising, sales promotion or other publicity purposes. Provider 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. Provider 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. Page 10 of 17 26. NO CONFLICT OF INTEREST Pursuant to City Code Section 2-611 regarding conflicts of interest, Provider hereby certifies to City that no individual member of Provider, no employee and no subcontractor 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. Provider hereby represents and warrants to the City that throughout the term of this Agreement, Provider, its employees and its subcontractors will abide by this prohibition of the City Code. Additionally, throughout the term of this Agreement, Provider represents and warrants that it shall not undertake any litigation or other adverse proceeding against the City on behalf of any other client of Provider without first obtaining a conflict waiver. Neither Provider, the Services Coordinators, nor Provider's employees shall have or hold any continuing or frequently recurring employment or contractual relationship that is substantially antagonistic or incompatible with Provider's loyal and conscientious exercise of judgment and care related to Provider's performance and Services under this Agreement. 27. NO THIRD -PARTY BENEFICIARY No persons other than the Provider and the City (and their successors and assigns) shall have any rights whatsoever under this Agreement. 28. SURVIVAL All obligations (including, but not limited to, indemnity and obligations to defend 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. 29. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND WARRANTY Provider hereby certifies, represents and warrants to the City that on the date of Provider's execution of this Agreement and so long as this Agreement shall remain in full force and effect, the fee rates and schedules and other factual unit costs supporting the compensation to Provider under this Agreement are and will continue to be accurate, complete and current. Provider 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 fee rates and schedules 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. 30. COUNTERPARTS This Agreement may be executed in three (3) or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. 31. INSURANCE REQUIREMENTS RIDER Attached as Exhibit "C" hereto and incorporated herein. Page 11 of 17 32. REAFFIRMATION OF REPRESENTATIONS Provider hereby reaffirms all of the representations contained in its proposal for the Services. 33. ENTIRE AGREEMENT This instrument and its attachments constitute the sole and only 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. Page 12 of 17 IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. WITNESS/ATTEST: Print Title: S et! Gl coamsL/ ATT T: t4_ Todd annon, City Clerk "Provider" JONES WALKER L.L.P., a Florida limited liability partnership /f Print Name: C am„ Q / / 7 „ A Title: A '11�+-w v' �v cA Ste' (Corporate Seal) "City" CITY OF MIAMI, a Florida municipal corporation Emilio T Gonzalez , Cit pager APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM AND REQUIREMENTS: CO' ' CTNESS: Anne -Marie . harpe, Director Risk Manag ent Department ctoria Me dez, City Attorney Page 13 of 17 EXHIBIT "A" SERVICES Scope of Work (State Consulting Services) Background/Purpose: Firm is engaged to provide services in the form of a Senior Policy Advisor to the Mayor of the City of Miami, providing input, assessments, and recommendations to the Mayor on a wide range of legislative, intergovernmental, community affairs issues, and supervisor employment training that could impact City of Miami's operations, efficiencies, and policies. Key Tasks: 1. Provides organizational and policy assessments and recommendations regarding the following projects and services; 2. Draft policy, 3. Analyze various public policy alternatives and develop proposals that are consistent with the policy objectives; 4. Advocate for policy proposals; 5. Review, track, analyze and interpret proposed legislation and initiatives on matters related to City of Miami, operations, policies, and other relevant issues; 6. Supervise the implementation of policy initiatives; 7. .Interact with other agencies, elected and appointed officials, and the community regarding laws, pending legislation, resolutions, agreements, and policy initiatives; 8. Respond to public inquiries as it relates to policy issues; 9. Represent the elected official regarding community issues; 10. Attend meetings and community events representing the elected official as required. Page 14 of 17 r EXHIBIT "B" COMPENSATION Jones Walker LLP for provision of State Advocacy/State Relations Services: Maximum total compensation for the period beginning February l, 2020 and ending February te, 2021 ("Term") shall be a not to exceed amount of Twenty -Five Thousand Dollars and Zero Cents ($25,000.00). The City shall not be liable for any costs, fees, expenses or charges beyond the total stated amount of compensation. The maximum total compensation of Twenty -Five Thousand Dollars and Zero Cents ($25,000.00) for the Term shall be the limit of liability for the City for all fees of the Provider, its subcontractors, agents or representatives, if any, and inclusive of all costs, reimbursable expenses, if any, and any other approved expenditure relating to Provider's Services. Page 15 of 17 EXHIBIT "C" INSURANCE REQUIREMENTS Evidence of Coverages INSURANCE REQUIREMENTS -PROFESSIONAL SERVICES AGREEMENT I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 1,000,000.00 General Aggregate Limit $ 2,000,000.00 Products/Completed Operations $ 1,000,000.00 B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability:. 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 B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability Page 16 of 17 A. Limits of Liability $500,000.00 for bodily injury caused by an accident, each accident $500,000.00 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 General Aggregate Limit Retro Date Included $1,000,000.00 $1,000,000.00 The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance with policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: 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. Page 17 of 17 ALAS Attorneys' Liability Assurance Society December 5, 2019 Jones Walker L.L.P. 201 St. Charles Avenue Suite 5100 New Orleans, LA 70170-5100 To Whom It May Concern: CONFIRMATION OF INSURANCE We hereby confirm that Jones Walker aLP alas Professional Liability Coverage under Policy ALA#1031 with an annual=limit of $50,000,000 per claim and $100,000,000 in the aggregate with:the right, under stated conditions, to purchase extended reporting rights upon t rmat�n of such Policy by ALAS. The self -insured retentio _un.der'sucliFohcy is $1,000,000 each claim up to an aggregate of $2,000,000;and $100,000 each claim thereafter. The Policy effective -date is from January 1, 2020 to January 1, 2021. Such Policyissui jectt o the-` erms, conditions, limitations and exclusions stated therein. ATTORNEYS' LIABILI-TY ASSURANCE SOCIETY LTD., A RISK RETENTION GROUP By: y l 1 Date: Nancy J. Montroy Vice President - Director of Underwriting 311 S. Wacker Drive. Suite 5700 Chicago, IL 60606-6629 tel 312.697.6900 fax 312.697.6901 a ils:c.15riy From: Gomez Jr.. Francisco (Frank) To: Carbonell, Aileen Subject: RE: PROCUREMENT INSURANCE REVIEW FOR JONES WALKER LLP Date: Wednesday, February 12, 2020 4:12:27 PM Attachments: image001.pnq OK From: Carbonell, Aileen Sent: Wednesday, February 12, 2020 4:06 PM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Subject: RE: PROCUREMENT INSURANCE REVIEW FOR JONES WALKER LLP Importance: High Frank, SOW: Advisor to Mayor, 25K Should you have any questions or concerns,,ptease doinot hesitate to contact me at information listed below. �g ffi'��Yd ii • Kind regards, Aileen Carbonell Procurement Assistant C Department of Procurement, 444 SW 2nd Avenue, 6',Floor Miami, Florida 33130 Office: (305) 416-1922 Facsimile: (305) 416-1925 Email: acarbonellPmiamigov.com Website: https://www.miamigov:com/Government/Departments-Organizations/Procurement "Serving, Enhancing, and Transforming our Community" Mission: The City of Miami Department of Procurement's mission is to ethically procure quality goods and services, design, construction and construction management services at the best value for the City, while providing excellent customer service, process efficiency, transparency, fairness, competition, accountability, and maintaining public trust. CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. *Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. From: Gomez Jr., Francisco (Frank) Sent: Wednesday, February 12, 2020 3:15 PM To: Carbonell, Aileen <ACarbonellPmiamigov.com> Subject: RE: PROCUREMENT INSURANCE REVIEW FORJONES WALKER LLP j ��� That's fine. From: Carbonell, Aileen (1 (Th' Sent: Wednesday, February2, 2020 2 PM To: Gomez Jr., Francisco (Frank) <FGomezPmiamigov.com> Subject: PROCUREMENT'INSURANCE REVIEW FOR JONES WALKER LLP Importance: High Frank, Yadissa asked me to send this over and see if we can get it reviewed/approved. It is for a Professional Services Agreement we need to route for signatures. As always, please advise if adequate or what else is needed for full approval. Thank you. Kind regards, Aileen Carbonell, MPA Procurement Assistant Department of Procurement 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 Office: (305) 416-1922 Facsimile: (305) 416-1925 Email: acarbonellPmiamigov.com Remit W9 to: PurchasingSupplierAdmins( miamigov.com Website: https://beta.miamigov.com/Government/Departments-Organizations/Procurement "Serving, Enhancing, and Transforming our Community" CONFIDENTIAL COMMUNICATION / The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the inteide"d recipient, you are hereby notified that any• review, dissemination, distribution, or duplication of this commun cation is strictly p s prohibited. If you are not the intended recipient, please immediately contact the sender by,rep/y e-mail and destroy all copies of the original message. Thank you. , . '`? *Please Note: ' Due to Florida's very broad public records law, mos�tvvritten communications to or from City of Miami employees regarding City business are public records, availab(90 the,pubild and media upon request. Therefore, this e-mail communication may be subject to public dishsure. \,-) ,/ ;� ,