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23912
AGREEMENT INFORMATION AGREEMENT NUMBER 23912 NAME/TYPE OF AGREEMENT PFM FINANCIAL ADVISORS LLC/ DESCRIPTION SUPPLEMENTAL AGREEMENT/INDIVIDUAL USE LICENSES FOR FINANCIAL ADVISORY SERVICES/MATTER ID: 22-734 EFFECTIVE DATE May 24, 2022 ATTESTED BY TODD B. HANNON ATTESTED DATE 5/24/2022 DATE RECEIVED FROM ISSUING DEPT. 5/24/2022 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 CITY OF MIAMI DOCUMENT ROUTING FORM f 1.11111111. R Department of Procurement ORIGINATING DEPARTMENT: DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: PFM FINANCIAL ADVISORS LLC IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) supplemental agreement YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT NO NO PURPOSE OF ITEM (BRIEF SUMMARY): FINANCIAL ADVISORY SERVICES UNDER CONTRACT NO. RFP-01744 BETWEEN MDC AND PFM FINANCIAL ADVISORS LLC COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: NOTES. ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER PR22168 May 16, 2022 I Annie Perez, 12:11:09 EDTD. SIGNATURE: CPPO a;..„y -4- (?. �as5aeeeaenuea... RISK MANAGEMENT May 16, 2022 I Ann -Marie Sharpe 12:22:36 ED SIGNATURE: ae o.....ey: �FroL Gos,vy 273066018,11E7_. CITY ATTORNEY matter 22-734 May 19, 2022 I Victoria Mendez 00 : 51: 59 ED,Da SIGNATURE: .a;...„y /„4;-_ ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER May 19, 2022 I Fernando Casamayor 18 :13 : 41 ED— SIGNATURE: Fi€csanFee€ebar... Do..a;a.,,,,,: ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS 2]45012ECBE14Da... Natasha Colebrook -Williams SIGNATURE: DEPUTY CITY MANAGER Nzeribe Ihekwaba, Ph.D., PE SIGNATURE: CITY MANAGER May 23, 2022 Arthur:00IEDTV SIGNATURE: D 8. tl Ly C: Nook a60DF8ca]zDD4zN... CITY CLERK May 24, 2022 1 Todd Hannon 13:45:00 EDT SIGNATURE: ° CD-a5 E48D158aDCF1`459 . PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 • OF ,, * Incurroar lull) ll, 0 R ` City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney From: Justin Griffin Contact Person Sr. Procurement Contracting Officer Title 5/16/2022 Date: Procurement Requesting Client (305) 416-1949 Telephone Legal Service Requested: matter 22-734 - Supplemental Agreement - City of Miami & PFM, Financial Advisory Services 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: FlIssue opinion in writing. Publish opinion after issuance. Authorized by: Annie Perez 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 DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 Iit2 u# 4tTiami ANNIE PEREZ, CPPO Arthur Noriega V Procurement Director City Manager t CITY OF MIAMI AGREEMENT ("AGREEMENT") FOR FINANCIAL ADVISORY SERVICES UNDER (GENERAL SEGMENT) CONTRACT NO. RFP-01744 BETWEEN MIAMI-DADE COUNTY AND PFM FINANCIAL ADVISORS LLC The City of Miami, a Florida municipal corporation ("City"), is accessing Financial Advisory Services (General Segment) Contract No. RFP-01744 ("Miami -Dade Agreement") between Miami -Dade County, a subdivision of Florida ("County"), and PFM Financial Advisors LLC, a foreign limited liability company authorized to conduct business in Florida ("PFM"), to piggyback off the same for the procurement of individual use licenses for Financial Advisory Services ("Services"). The Miami -Dade Agreement was made and entered into effective as of February 1, 2022, attached hereto and incorporated by reference herein as Exhibit "A." The term of this Agreement shall be from February 1, 2022, through January 31, 2027, with an option to extend by an additional one hundred eighty (180) calendar days beyond the initial Agreement period with written notice to PFM, and further extensions requiring mutual agreement between the parties and approval by the Commission. This Agreement by and between the City and PFM is effective as of May 24th, 2022. In the event of conflict between or among this Agreement and the terms and conditions of the Miami -Dade Agreement, the order of priority shall be: (i)this Agreement, and (ii) the Miami -Dade Agreement. Modifications from the Miami -Dade Agreement in this Agreement 1. The word "Miami -Dade County" and/or "County" shall be stricken and replaced hereby with the phrase/word "City of Miami" or "City". 2. The word "Contractor" or "Consultant" shall be referenced as "PFM Financial Advisors LLC" or "PFM." 3. Article 1 of the Miami -Dade Agreement titled "DEFINITIONS," Subsections (c) and (i), are hereby deleted and replaced with the following language; c) The words "Contract Manager" shall mean the Director of the City's Department of Finance ("Finance"), or designee managing the Agreement. i) The words "Project Manager" shall mean the City Manager, or designee, managing the Project. DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 4. Article 2 of the Miami -Dade Agreement titled "ORDER OF PREFERENCE" is hereby deleted in its entirety and replaced with the following language; In case of any contradictions and/or discrepancies between the parts of the Agreement and this Supplement, precedence shall be given in the following decreasing order: a. This Supplement and its Exhibits; b. The Articles of the Agreement and any amendments thereto, without their exhibits; and, c. The Exhibits to the Agreement thereto. 5. Article 6 of the Miami -Dade Agreement titled "NOTICE REQUIREMENTS," is hereby deleted in its entirety and replaced with the following language; All notices or other communications required under this Supplement 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 PFM: Sergio Masvidal PFM Financial Advisors LLC 2222 Ponce de Leon Blvd, 3rd Floor Coral Gables, FL 33134 (786) 671-7480 masvidals@pfm.com TO THE CITY OF MIAMI: Arthur Noriega V City Manager City of Miami 444 S.W. 2nd Avenue, 10th Floor Miami, FL 33130-1910 Victoria Mendez City Attorney City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, FL 33130-1910 Erica Paschal Director of Finance City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami, FL 33130 EPaschal@miamigov.com Annie Perez Procurement Director City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami, FL 33130-1910 APerez@miamigov.com DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 6. Article 9 of the Miami -Dade Agreement titled "METHOD AND TIMES OF PAYMENT" is hereby deleted in its entirety and replaced with the following language; All invoices issued by PFM will be processed within forty-five (45) days, from the date of issuance in accordance with the Florida Prompt Payment Act, Sections 218.73 and 218.74, Florida Statutes. 7. Article 10 of the Miami -Dade Agreement titled "INDEMNIFICATION AND INSURANCE" is hereby deleted in its entirety and replaced with the following language; PFM shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, and/or employees, from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of PFM and persons employed or utilized by PFM in the performance of this Agreement. PFM shall further indemnify, save and hold harmless for, and defend (at its own cost), the City, its officials and/or employees against any civil actions, statutory or similar claims, injuries or damages arising or resulting from the Services, even if it is alleged that the City, its officials, and/or employees were negligent; provided that PFM liability shall only be to the extent of claims and liabilities arising from its negligence. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, PFM shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. PFM expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by PFM shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate PFM to defend, at its own expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, for 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 PFM, or persons employed or utilized by PFM. These duties will survive the cancellation or expiration of this Agreement. This Article will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as applicable and as amended. PFM shall require all subcontractor agreements include a provision that each subcontractor shall indemnify the City in substantially the same language as this Article. PFM 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 PFM in which the City participated either through review or concurrence of PFM's actions. In reviewing, approving or rejecting any submissions by PFM or other acts of PFM, the City, in no way, assumes or shares any responsibility or liability of PFM or subcontractors 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 PFM. PFM shall furnish to the City, c/o Procurement Department, 444 S.W. 2nd Avenue, 6th Floor, Miami, Florida 33130, Certificate(s) of Insurance which indicate that insurance coverage has been obtained which meets the requirements as outlined below: DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations 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 $1,000,000.00 $2,000,000.00 $1,000,000.00 $1,000,000.00 A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $1,000,000.00 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 A. Limits of Liability $100,000.00 for bodily injury caused by an accident, each accident $100,000.00 for bodily injury caused by disease, each employee $500,000.00 for bodily injury caused by disease, policy limit IV. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim General Aggregate Limit Retro Date Included $5,000,000.00 $5,000,000.00 DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 V. Network Security and Privacy Injury (Cyber Liability) Each Claim Policy Aggregate Retro Date Included $5,000,000.00 $5,000,000.00 PFM agrees to maintain Professional Liability/Errors & Omissions coverage, along with Network Security and Privacy Injury (Cyber) coverage, for a minimum of one (1) year after termination of the Supplement period subject to continued availability of commercially reasonable terms and conditions of such coverage. VI. Umbrella Liability Limits of Liability Each Occurrence Policy Aggregate $1,000,000.00 $1,000,000.00 City of Miami listed as an additional insured. Coverage is excess over all corresponding policies included herein. The above policies shall provide the City of Miami with written notice of cancellation or material change from PFM 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 the City's Risk Management Department prior to insurance approval. 8. Article 14 of the Miami -Dade Agreement titled "DISPUTE RESOLUTION PROCEDURE," is hereby deleted in its entirety and replaced with the following language; PFM understands and agrees that all disputes between PFM 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 PFM being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds Twenty Five Thousand Dollars ($25,000.00), the City Manager's decision shall be approved or disapproved, as applicable, by the City Commission, whose decision shall be final. PFM shall not be entitled to seek judicial relief, recourse, remedy or to file a civil action unless: (i) it has first received the City Manager's written decision, approved or disapproved, as applicable, by the City Commission if the amount of compensation hereunder exceeds Twenty Five Thousand Dollars ($25,000.00), or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation, one hundred twenty (120) days if the City Manager's decision is subject to City Commission approval; or (iii) the City has waived compliance with the procedure set forth in this Article by a written instrument clearly waiving compliance, signed by the City Manager. In no event may the amount of compensation under this Article exceed the total compensation herein this Agreement. The adherence to this Article is the condition precedent to the institution of any civil action by PFM against the City. DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 9. Article 17 of the Miami -Dade Agreement titled "AUDITS," is hereby deleted in its entirety and replaced with the following language; A. PFM agrees to provide access to the City or to any of its duly authorized representatives, to any books, documents, papers, and records of PFM which are directly pertinent to this Supplement, 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 PFM under this Agreement, audit and inspect, or cause to be audited and inspected, those books, documents, papers, and records of PFM which are related to PFM's performance under this Agreement. PFM 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. PFM'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, and upon advance notice to PFM, during the term hereof, perform tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by PFM under this Agreement conform to the terms hereof. PFM 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 18-99, 18-100, 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. 10. Article 19 of the Miami -Dade Agreement titled "ASSIGNMENT," is hereby deleted in its entirety and replaced with the following language; This Agreement shall not be assigned by PFM, in whole or in part, and PFM 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. 11. Article 22 of the Miami -Dade Agreement titled "SEVERABILITY," is hereby deleted in its entirety and replaced with the following language; Should any provision, paragraph, sentence, word, or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word, or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then the same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. 12. Article 23 of the Miami -Dade Agreement titled "TERMINATION AND SUSPENSION OF WORK," is hereby deleted in its entirety and replaced with the following language; 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 PFM at least thirty (30) calendar days prior to the effective date of such termination. In such event, the City shall pay to PFM compensation for Services rendered and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to PFM for any additional compensation and expenses DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 incurred, other than that provided herein, and in no event shall the City be liable for any consequential or incidental damages. PFM shall have no recourse or remedy against the City for a termination under this subsection except for payment of fees due prior to the effective date of termination. 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 PFM for Services rendered by PFM 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 PFM 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. 13. Article 31 of the Miami -Dade Agreement titled "VENDOR REGISTRATION/CONFLICT OF INTEREST," is hereby deleted in its entirety and replaced with the following language; Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, PFM hereby certifies to the City that no individual member of PFM, no employee, and no subcontractor under this Supplement nor any immediate family member of any of the same is also a member of any board, commission, or agency of the City. PFM hereby represents and warrants to the City that throughout the term of this Agreement, PFM, its employees, and its subcontractors will abide by this prohibition of the City Code. 14. Article 32 of the Miami -Dade Agreement titled "INSPECTOR GENERAL REVIEWS," is hereby deleted in its entirety. 15. Article 33 of the Miami -Dade Agreement titled "FEDERAL, STATE, AND LOCAL COMPLIANCE REQUIREMENTS," is hereby deleted in its entirety and replaced with the following language; PFM 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 PFM 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. PFM further agrees to include in all of PFM's agreements with subcontractors for any Services related to this Agreement this provision requiring 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. 16. Article 34 of the Miami -Dade Agreement titled "NONDISCRIMINATION," is hereby deleted in its entirety and replaced with the following language; PFM represents to the City that PFM does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with PFM's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status, or national origin. PFM 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. DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 17. Article 38 of the Miami -Dade Agreement titled "GOVERNING LAW," is hereby deleted in its entirety and replaced with the following language; 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, knowingly and voluntarily waive any rights to a jury trial in any action or proceeding between them arising out of this Agreement. 18. Article 42 of the Miami -Dade Agreement titled "FIRST SOURCE HIRING REFERRAL PROGRAM," is hereby deleted in its entirety. 19. Article 43 of the Miami -Dade Agreement titled "PUBLIC RECORDS AND CONTRACTS FOR SERVICES PERFORMED ON BEHALF OF MIAMI-DADE COUNTY," is hereby deleted in its entirety and replaced with the following language: A. PFM 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. PFM'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. PFM 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 Agreement term and following completion of the Agreement if PFM does not transfer the records to the City; (4) upon completion of the Agreement, transfer, at no cost, to the City all public records in possession of PFM or keep and maintain public records required by the City to perform the Services, if PFM transfers all public records to the City upon completion of the Agreement, PFM shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, if PFM keeps and maintains public records upon completion of the Supplement, PFM 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, PFM 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 Supplement. C. Should PFM determine to dispute any public access provision required by Florida Statutes, then PFM 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 PFM HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PFM'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, 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 S.W. 2ND AVENUE, 9TH FLOOR, MIAMI, FLORIDA 33130. PFM MAY DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS AGREEMENT. 20. Article 45 of the Miami -Dade Agreement titled "SURVIVAL," is hereby deleted in its entirety and replaced with the following language; 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. 21. The following language shall be added to the Agreement as a new Article 46 titled "CONTINGENCY CLAUSE,"; Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in program directions, applicable laws or regulations, upon thirty (30) days written notice. 22. The following language shall be added to the Agreement as a new Article 47 titled "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 Supplement 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. The following language shall be added to the Agreement as a new Article 48 titled "CITY NOT LIABLE FOR DELAYS,"; PFM hereby understands and agrees that in no event shall the City be liable for, or responsible to PFM 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. 24. The following language shall be added to the Agreement as a new Article 49 titled "USE OF NAME,"; PFM understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. PFM 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. PFM agrees to protect any confidential information provided by the City and will not release information DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 of a specific nature without prior written consent of the City Manager or the City Commission, unless disclosure is required by law or judicial or regulatory process. 25. The following language shall be added to the Agreement as a new Article 50 titled "NO THIRD PARTY BENEFICIARY,"; No persons other than PFM and the City (and their successors and assigns) shall have any rights whatsoever under this Agreement. 26. The following language shall be added to the Agreement as a new Article 51 titled "TRUTH - IN -NEGOTIATION CERTIFICATION, REPRESENTATION, AND WARRANTY,"; PFM hereby certifies, represents and warrants to the City that on the date of PFM'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 PFM under this Agreement are and will continue to be accurate, complete, and current. PFM 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 Agreement price of compensation hereunder was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such Agreement 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. 27. Article 52 of the Agreement titled "MOST FAVORED NATIONS," is hereby added with the following language; PFM shall not treat the City worse than any other similarly -situated local government and, in this regard, grants the City a "most favored nations clause" meaning the City will be entitled to receive and be governed by the most favorable terms and conditions that PFM grants now or in the future to a similarly situated local government. 28. The following language shall be added to the Agreement as a new Article 54 titled "ENTIRE AGREEMENT,". This instrument and its attachments constitute the sole and final 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. 29. The following language shall be added to the Agreement as a new Article 55 titled "MISCELLANEOUS PROVISIONS,"; A. 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. B. PFM 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 PFMs. C. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. Except as may otherwise set forth herein, the City Manager shall have the sole authority to extend, amend, or modify this Agreement on behalf of the City. DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 30. The following language shall be added to the Agreement as a new Article 56 titled "REGISTERED MUNICIPAL ADVISOR; REQUIRED DISCLOSURES,"; PFM is a registered municipal advisor with the Securities and Exchange Commission (the "SEC") and the Municipal Securities Rulemaking Board (the "MSRB"), pursuant to the Securities Exchange Act of 1934 Rule 15Ba1-2. The parties agree that if City has designated PFM as its independent registered municipal advisor ("IRMA") for purposes of SEC Rule 15Ba1-1(d)(3)(vi) (the "IRMA exemption"), the services provided pursuant to such designation shall be the services described in Exhibit A hereto, subject to any limitations provided therein. Verification of independence (as is required under the IRMA exemption) shall be the responsibility of such third party seeking to rely on such IRMA exemption. PFM shall have the right to review and approve in advance any representation of PFM's role as IRMA to City. MSRB Rules require that municipal advisors make written disclosures to their clients of all material conflicts of interest, certain legal or disciplinary events and certain regulatory requirements, which are provided in PFM's Disclosure Statement delivered to City prior to or together with this Agreement. 31. The following language shall be added to the Agreement as a new Article 57 titled "OTHER SERVICES."; Upon request of City, an affiliate of PFM or a third party referred or otherwise introduced by PFM may agree to additional services to be provided by such affiliate or third party, by a separate writing, including separate scope and compensation, between City and such affiliate or third party. For the sake of clarity, any separate agreement between City and an affiliate or third party shall not in any way be deemed an amendment or modification of this Agreement, unless agreed to mutually. 32. The following language shall be added to the Agreement as a new Article 58 titled "INFORMATION TO BE FURNISHED TO PFM."; All information, data, reports, and records in the possession of City or any third party necessary for carrying out any services to be performed under this Agreement ("Data") shall be furnished to PFM. PFM may rely on the Data in connection with its provision of the services under this Agreement and the provider thereof shall remain solely responsible for the adequacy, accuracy or completeness of such Data. 33. The following language shall be added to the Agreement as a new Article 53 titled "COUNTERPARTS; ELECTRONIC SIGNATURES,". This Agreement and any amendments hereto may be executed in counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument, each of which shall be an original as against either party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 IN WITNESS WHEREOF, the Parties have executed this Supplement, or have caused the same to be executed, as of the date and year first above written. "PFM" PFM FINANCIAL ADVISORS LLC, a foreign profit limited liability company authorized to conduct business in Florida ATTFST. By: By: Name: James Glover Print Name: Sergio Masvidal Title: Managing Director ATTEST: ,- DocuSigned by: By: C 'TOMB. Hannon City Clerk Title: Managing Director "City" CITY OF MIAMI, a Florida municipal corporation Docu3gnetl by: By: Lp400 Abviw Arthur Noriega V City Manager APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: DS By: 1/ By: `ta ,az"� fl ria Mendez (Matter 22-734) Anne Marie Sharpe, Director City Attorney Risk Management REQUIREMENTS: CDcw3pnatl by DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 pfm CERTIFICATE OF AUTHORITY May 12, 2022 As Secretary of PFM Financial Advisors LLC ("PFM"), I affirm that Sergio Masvidal is a Managing Director of this firm and is authorized to make, enter into, sign, seal and deliver on behalf of PFM each agreement and all other documents and certificates to be delivered by PFM to the City of Miami. PFM Financial Advisors LLC Ch lyI D. Maddox Secretary DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 Miami -Dade County, FL OFFICIAL FILE COPY CLERK OF THE BOARD OF COUNTY COMMISSIONERS MIAMI-DADE COUNTY, FLORIDA Financial Advisory Services (General Segment) Contract No. RFP-01744 Contract No. RFP-01744 THIS AGREEMENT for the provision of financial advisory services, made and entered into as of this 1 day of February 2022 by and between PFM Financial Advisors LLC, a corporation organized and existing under the laws of the State of Delaware, having its principal office at 1735 Market Street, 43rd Floor, Philadelphia, PA 19103 (the "Contractor"), and Miami - Dade County, a political subdivision of the State of Florida, having its principal office at 111 NW 1st Street, Miami, Florida 33128 (the "County") (collectively, the "Parties"). WITNESSETH: WHEREAS, the Contractor has offered to provide financial advisory services, on a non-exclusive basis, that shall conform to the Scope of Services (Appendix A), Miami -Dade County's Request for Proposal ("RFP") No. 01744 and all associated addenda and attachments, and the requirements of this Agreement; and WHEREAS, the Contractor has submitted a written proposal dated April 1, 2021 (the "Contractor's Proposal") which is incorporated herein by reference; and WHEREAS, the County desires to procure from the Contractor such financial advisory services for the County, in accordance with the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties hereto agree as follows: ARTICLE 1. DEFINITIONS The following words and expressions used in this Agreement shall be construed as follows, except when it is clear from the context that another meaning is intended: a) The words "Article" or "Articles" to mean the terms and conditions delineated in this Agreement. b) The word "Contract" to mean collectively the (i) Articles, (ii) Scope of Services, (iii) Price Schedule, (iv) all other appendices and attachments hereto, and (v) all amendments issued hereto, and Contractor's Proposal. c) The words "Contract Manager" to mean the Director, Internal Services Department, or the duly authorized representative designated to manage the Contract, d) The word "Contractor" to mean PFM Financial Advisors LLC and its permitted successors. e) The word "Days" to mean calendar days. f) The word "Deliverables" to mean all documentation and any items of any nature submitted by the Contractor to the Project Manager for review and approval pursuant to the terms of this Agreement. g) The words "Developed Works" to mean all rights, title, and interest in and to certain inventions, ideas, designs and methods, specifications and other documentation related thereto developed by the Contractor and its Subcontractors specifically for the County. h) The words "Licensed Software" to mean the software component(s) provided pursuant to the Contract. i) The words "Project Manager" to mean the County Mayor or the duly authorized representative designated to manage the Project. j) The words "Scope of Services" to mean the document appended hereto as Appendix A, which details the Work to be performed by the Contractor. Page 1 of 25 DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 Miami -Dade County, FL Contract No. RFP-01744 k) The words "Service" or "Services" to mean the provision of financial advisory services in accordance with the Scope of Services. I) The word "Subcontractor" or "Subconsultant" to mean any person, entity, firm, or corporation, other than the employees of the Contractor, who furnishes labor and/or materials, in connection with the Work, whether directly or indirectly, on behalf and/or under the direction of the Contractor and whether or not in privity of Contract with the Contractor. m) The word "Work" to mean all matters and things required to be done by the Contractor in accordance with the provisions of this Contract. ARTICLE 2. ORDER OF PRECEDENCE If there is a conflict between or among the provisions of this Agreement, the order of precedence is as follows: 1) Articles 1 through 45, 2) Appendix A, 3) Appendix B, and 4) Miami -Dade County's RFP No. 01744 and any associated addenda and attachments thereof, and 5) the Contractor's Proposal. ARTICLE 3. RULES OF INTERPRETATION a) References to a specified Article, section or schedule shall be construed as reference to that specified Article, or section of, or schedule to this Agreement unless otherwise indicated. b) Reference to any agreement or other instrument shall be deemed to include such agreement or other instrument as such agreement or other instrument may, from time to time, be modified, amended, supplemented, or restated in accordance with its terms. c) The terms "hereof", "herein", "hereinafter", "hereby", "herewith", "hereto", and "hereunder" shall be deemed to refer to this Agreement. d) The terms "directed", "required", "permitted", "ordered", "designated", "selected", "prescribed" or words of like import to mean respectively, the direction, requirement, permission, order, designation, selection or prescription of the Project Manager. e) The terms "approved", acceptable", "satisfactory", "equal", "necessary", or words of like import to mean respectively, approved by, or acceptable or satisfactory to, equal or necessary in the opinion of the Project Manager. f) The titles, headings, captions, and arrangements used in these Terms and Conditions are for convenience only and shall not be deemed to limit, amplify, or modify the terms of this Contract, nor affect the meaning thereof. ARTICLE 4. NATURE OF THE AGREEMENT a) This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained in this Agreement. The Parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained in this Agreement, and that this Agreement contains the entire agreement between the Parties as to all matters contained herein. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that any oral representations or modifications concerning this Agreement shall be of no force or effect, and that this Agreement may be modified, altered, or amended only by a written amendment duly executed by the Parties hereto or their authorized representatives. b) The Contractor shall provide the services set forth in the Scope of Services and render full and prompt cooperation with the County in all aspects of the Work performed hereunder. c) The Contractor acknowledges that this Agreement requires the performance of all things necessary for or incidental to the effective and complete performance of all Work under this Contract. All things not expressly mentioned in this Agreement but necessary to carrying out its intent are required by this Agreement, and the Contractor shall perform the same as though they were specifically mentioned, described, and delineated. Page 2 of 25 DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 Miami -Dade County, FL Contract No. RFP-01744 d) The Contractor shall furnish all labor, materials, tools, supplies, and other items required to perform the Work necessary for the completion of this Contract. All Work shall be accomplished at the direction of and to the satisfaction of the Project Manager. e) The Contractor acknowledges that the County shall make all policy decisions regarding the Scope of Services. The Contractor agrees to provide input on policy issues in the form of recommendations. The Contractor shall implement all changes in providing services hereunder as a result of a policy change implemented by the County. The Contractor agrees to act in an expeditious and fiscally sound manner in providing the County with input regarding the time and cost to implement said changes and in executing the activities required to implement said changes. ARTICLE 5. CONTRACT TERM The Contract shall become effective on the contract effective date, identified on the first page of the agreement and shall continue through the last day of the sixtieth month, thereafter. The County may extend this Contract for up to an additional one hundred -eighty (180) calendar days beyond the current Contract period and will notify the Contractor in writing of the extension. This Contract may be extended beyond the initial one hundred -eighty (180) calendar day extension period by mutual agreement between the County and the Contractor, upon approval by the Board of County Commissioners (the "Board"), ARTICLE 6. NOTICE REQUIREMENTS All notices required or permitted under this Agreement shall be in writing and shall be deemed sufficiently served if delivered by: (i) Registered or Certified Mail, with return receipt requested; (ii) personally by a by courier service; (iii) Federal Express Corporation or other nationally recognized carrier to be delivered overnight; or (iv) via facsimile or e-mail (if provided below) with delivery of hard copy pursuant to (i), (ii), or (iii) in this paragraph. The addresses for such notice are as follows: (1) To the County a) to the Project Manager: Miami -Dade County Finance Department 111 N.W. 1st Street, Suite 2550 Miami, FL 33128-1974 Attention: Director, Division of Bond Administration Phone: (305) 375-5147 E-mail: Arlesa.wood(a,miamidade.gov and b) to the Contract Manager: Miami -Dade County Internal Services Department, Strategic Procurement Division 111 N.W. 1st Street, Suite 1375 Miami, FL 33128-1974 Attention: Chief Procurement Officer Phone: (305) 375-4900 E-mail: Namita.UppalAmiamidade.gov (2) To the Contractor PFM Financial Advisors LLC 1735 Market Street, 43rd Floor Philadelphia, PA 19103 Page 3 of 25 DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 Miami -Dade County, FL Contract No. RFP-01744 Attention: Sergio Masvidal Phone: (786) 671-7480 E-mail: masvidals anpfm.com Either party may at any time designate a different address and/or contact person by giving notice as provided above to the other party. Such notices shall be deemed given upon receipt by the addressee. ARTICLE 7. PAYMENT FOR SERVICES/AMOUNT OBLIGATED The Contractor warrants that it has reviewed the County's requirements and has asked such questions and conducted such other inquiries as the Contractor deemed necessary in order to determine the price the Contractor will charge to provide the Work to be performed under this Contract. The compensation for all Work performed under this Contract, including all costs associated with such Work, shall be paid in accordance with Appendix B. The County shall have no obligation to pay the Contractor any additional sum in excess of this amount, except for a change and/or modification to the Contract, which is approved and executed in writing by the County and the Contractor. All Services undertaken by the Contractor before County's approval of this Contract shall be at the Contractor's risk and expense. ARTICLE 8. PRICING Prices shall remain firm and fixed for the term of the Contract, including any extension periods, pursuant to Appendix B; however, the Contractor may offer incentive discounts to the County at any time during the Contract term, including any extension thereof. ARTICLE 9. METHOD AND TIMES OF PAYMENT The Contractor may bill the County periodically, but not more than once per month, upon invoices certified by the Contractor pursuant to Appendix B. All invoices shall be taken from the books of account kept by the Contractor, shall be supported by copies of payroll distribution, receipt bills or other documents reasonably required by the County, shall show the County's contract number, and shall have a unique invoice number assigned by the Contractor. It is the policy of Miami -Dade County that payment for all purchases by County agencies and the Public Health Trust (the "Trust"), shall be made in a timely manner and that interest payments be made on late payments. All firms, including Small Business Enterprises, providing goods and services to the County, shall receive payment to maintain sufficient cash flow. In accordance with Section 218.74 of the Florida Statutes, and Section 2-8.1.4 of the Code of Miami -Dade County (the "Code"), the time at which payment shall be due from the County or Trust shall be forty-five (45) calendar days from receipt of a proper invoice. Billings from prime contractors under services and goods contracts with the County or Trust, that are Small Business Enterprise contract set -aside, bid preference or contain a subcontractor goal, shall be promptly reviewed and payment made by the County or Trust on those amounts not under dispute within fourteen (14) calendar days of receipt of such billing by the County or the Trust pursuant to Sections 2-8.1.1.1.1 and 2-8.1.1.1.2 of the Code. All payments due from the County or Trust, and not made within the time specified by this section shall bear interest from thirty (30) days after the due date at the rate of one percent (1 %) per month on the unpaid balance. Further, proceedings to resolve disputes for payment of obligations shall be concluded by final written decision of the County Mayor, or his or her designee(s), not later than sixty (60) days after the date on which the proper invoice was received by the County or Trust. In accordance with Miami -Dade County Implementing Order No. 3-9, Accounts Receivable Adjustments, if money is owed by the Contractor to the County, whether under this Contract or for any other purpose, the County reserves the right to retain such amount from payment due by County to the Contractor under this Contract. Such retained amount shall be applied to the amount owed by the Contractor to the County. The Contractor shall have no further claim to such retained amounts which shall be deemed full accord and satisfaction of the amount due by the County to the Contractor for the applicable payment due herein. Invoices and associated back-up documentation shall be submitted electronically or in hard copy format by the Contractor to the County as follows: Miami -Dade County Finance Department Page 4 of 25 DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 Miami -Dade County, FL Contract No. RFP-01744 111 N.W. 1st Street, Suite 2550 Miami, FL 33128-1974 Attention: Division of Bond Administration The County may at any time designate a different address and/or contact person by giving written notice to the other party. ARTICLE 10. INDEMNIFICATION AND INSURANCE The Contractor shall indemnify and hold harmless the County and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the County or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from negligent or intentionally wrongful the performance of this Agreement by the Contractor or its employees, agents, servants, partners principals or Subcontractors. The Contractor shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the County, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. The Contractor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Contractor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the County or its officers, employees, agents, and instrumentalities as herein provided. Upon County's notification, the Contractor shall furnish to the Internal Services Department, Strategic Procurement Division, certificate(s) of insurance that indicate that insurance coverage has been obtained, which meets the requirements as outlined below: 1. Worker's Compensation Insurance for all employees of the Contractor as required by Chapter 440, Florida Statutes. 2. Commercial General Liability Insurance in an amount not less than $1,000,000 per occurrence $2,000,000 in the aggregate. Miami -Dade County must be shown as an additional insured with respect to this coverage. 3. Automobile Liability Insurance covering all owned, non -owned, and hired vehicles used in connection with the Services, in an amount not less than $1,000,000 combined single limit per occurrence for bodily injury and property damage, 4. Professional Liability Insurance in an amount not less than $5,000,000. 5. Cyber Liability in an amount not less than $5,000,000. The insurance coverage required shall include those classifications, as listed in standard liability insurance manuals, which most nearly reflect the aggregate. All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: The company must be rated no less than "A-" as to management, and no less than "Class VII" as to financial strength, by Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval of the County Risk Management Division. OR The company must hold a valid Florida Certificate of Authority as shown in the latest "List of All Insurance Companies Authorized or Approved to Do Business in Florida", issued by the State of Florida Department of Financial Services and are a member of the Florida Guaranty Fund, The mailing address of Miami -Dade County as the certificate holder must appear on the certificate of insurance as follows: Miami -Dade County Page 5 of 25 DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 Miami -Dade County, FL Contract No. RFP-01744 111 NW 1st Street Suite 2340 Miami, Florida 33128-1974 Compliance with the foregoing requirements shall not relieve the Contractor of this liability and obligation under this section or under any other section in this Agreement. Award of this Contract is contingent upon the receipt of the insurance documents, as required, within ten (10) business days. If the certificate of insurance is received within the specified timeframe but not in the manner prescribed in this Agreement, the Contractor shall have an additional five business days to submit a corrected certificate to the County. If the Contractor fails to submit the required insurance documents in the manner prescribed in this Agreement within fifteen (15) business days, the Contractor shall be in default of the contractual terms and conditions and award of the Contract may be rescinded, unless such timeframe for submission has been extended by the County. The Contractor shall assure that the certificate of insurance required in conjunction with this section remain in full force for the term of the Contract, including any renewal or extension periods that may be exercised by the County. If the certificate of insurance is scheduled to expire during the term of the Contract, the Contractor shall submit new or renewed certificate of insurance to the County before such expiration. If expired certificate of insurance is/are not replaced or renewed to cover the Contract period, the County may suspend the Contract until the new or renewed certificate is/are received by the County in the manner prescribed herein. If such suspension exceeds thirty (30) calendar days, the County may, at its sole discretion, terminate the Contract for cause and the Contractor shall be responsible for all direct and indirect costs associated with such termination. ARTICLE 11. MANNER OF PERFORMANCE a) The Contractor shall provide the Work described herein in a competent and professional manner satisfactory to the County in accordance with the terms and conditions of this Agreement. The County shall be entitled to a satisfactory performance of all Work described herein and to full and prompt cooperation by the Contractor in all aspects of the Work. At the request of the County, the Contractor shall promptly remove from the Project any Contractor's employee, Subcontractor, or any other person performing Work hereunder. The Contractor agrees that such removal of any of its employees does not require the termination or demotion of any employee by the Contractor. b) The Contractor agrees to defend, hold harmless and indemnify the County and shall be liable and responsible for all claims, suits, actions, damages, and costs (including attorneys' fees and court costs) made against the County, occurring on account of, arising from or in connection with the removal and replacement of any Contractor's personnel performing Services hereunder at the behest of the County. Removal and replacement of any Contractor's personnel as used in this Article shall not require the termination and/or demotion of such Contractor's personnel. c) The Contractor always agrees that it will employ, maintain, and assign to the performance of the Work a sufficient number of competent and qualified professionals and other personnel to meet the requirements to which reference is hereinafter made. The Contractor agrees to adjust its personnel staffing levels or to replace any its personnel if so, directed upon reasonable request from the County, should the County make a determination, in its sole discretion, that said personnel staffing is inappropriate or that any individual is not performing in a manner consistent with the requirements for such a position. d) The Contractor warrants and represents that its personnel have the proper skill, training, background, knowledge, experience, rights, authorizations, integrity, character, and licenses as necessary to perform the Work described herein, in a competent and professional manner. e) The Contractor shall always cooperate with the County and coordinate its respective work efforts to maintain the progress most effectively and efficiently in performing the Work. f) The Contractor shall comply with all provisions of all federal, state, and local laws, statutes, ordinances, and regulations that are applicable to the performance of this Agreement. ARTICLE 12. EMPLOYEES OF THE CONTRACTOR Page 6 of 25 DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 Miami -Dade County, FL Contract No. RFP-01744 All employees of the Contractor shall be, at all times, employees of the Contractor under its sole direction and not employees or agents of the County. The Contractor shall supply competent employees. Miami -Dade County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on County property is not in the best interest of the County. Each employee shall have and wear proper identification. ARTICLE 13. INDEPENDENT CONTRACTOR RELATIONSHIP The Contractor is, and shall be, in the performance of all Work and activities under this Agreement, an independent contractor, and not an employee, agent or servant of the County. All persons engaged in any of the Work performed or Services provided pursuant to this Agreement shall always, and in all places, be subject to the Contractor's sole direction, supervision, and control. The Contractor shall exercise control over the means and manner in which it and its employees perform the Work, and in all respects the Contractor's relationship and the relationship of its employees to the County shall be that of an independent contractor and not as employees and agents of the County. The Contractor does not have the power or authority to bind the County in any promise, agreement, or representation other than specifically provided for in this Agreement. ARTICLE 14. DISPUTE RESOLUTION PROCEDURE a) The Contractor hereby acknowledges that the Project Manager will determine in the first instance all questions of any nature whatsoever arising out of, under, or in connection with, or in any way related to or on account of, this Agreement including without limitations: questions as to the value, acceptability and fitness of the Services; questions as to either party's fulfillment of its obligations under the Contract; negligence, fraud or misrepresentation before or subsequent to acceptance of the Contractor's Proposal; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and losses. b) The Contractor shall be bound by all determinations or orders and shall promptly comply with every order of the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the Project Manager. In the event that the Contractor and the Project Manager are unable to resolve their difference, the Contractor may initiate a dispute in accordance with the procedures set forth in this Article. Exhaustion of these procedures shall be a condition precedent to any lawsuit permitted hereunder. d) In the event of such dispute, the Parties authorize the County Mayor or designee, who may not be the Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or on account of the Agreement (including but not limited to claims in the nature of breach of contract, fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect to matters within the County Mayor's purview as set forth above shall be conclusive, final and binding on the Parties. Any such dispute shall be brought, if at all, before the County Mayor within ten (10) days of the occurrence, event or act out of which the dispute arises. e) The County Mayor may base this decision on such assistance as may be desirable, including advice of experts, but in any event shall base the decision on an independent and objective determination of whether Contractor's performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth herein. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made in connection with the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation of the Agreement. All such disputes shall be submitted in writing by the Contractor to the County Mayor for a decision, together with all evidence and other pertinent information regarding such questions, in order that a fair and impartial decision may be made. Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion pursuant to the provisions of this Article, such action shall be fair and impartial when exercised or taken. The County Mayor, as appropriate, shall render a decision in writing and deliver a copy of the same to the Page 7 of 25 DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 Miami -Dade County, FL Contract No. RFP-01744 Contractor. Except as such remedies may be limited or waived elsewhere in the Agreement, Contractor reserves the right to pursue any remedies available under law after exhausting the provisions of this Article. f) This Article will survive the termination or expiration of this Agreement. ARTICLE 15. MUTUAL OBLIGATIONS a) This Agreement, including attachments and appendices to the Agreement, shall constitute the entire Agreement between the Parties with respect hereto and supersedes all previous communications and representations or agreements, whether written or oral, with respect to the subject matter hereto unless acknowledged in writing by the duly authorized representatives of the Parties. b) Nothing in this Agreement shall be construed for the benefit, intended or otherwise, of any third party that is not a parent or subsidiary of a party or otherwise related (by virtue of ownership control or statutory control) to a party. c) In those situations where this Agreement imposes an indemnity obligation on the Contractor, the County may, at its expense, elect to participate in the defense if the County should so choose. Furthermore, the County may at its own expense defend or settle any such claims if the Contractor fails to diligently defend such claims, and thereafter seek indemnity for such defense or settlement costs from the Contractor. ARTICLE 16. QUALITY ASSURANCE/QUALITY ASSURANCE RECORD KEEPING The Contractor shall maintain, and shall require that its Subcontractors and suppliers maintain, complete and accurate records to substantiate compliance with the requirements set forth in the Agreement. The Contractor and its Subcontractors and suppliers shall retain such records, and all other documents relevant to the Work furnished under this Agreement for a period of three years from the expiration date of this Agreement and any extension thereof. ARTICLE 17. AUDITS The County, or its duly authorized representatives and governmental agencies, shall until the expiration of three years after the expiration of this Agreement and any extension thereof, have access to and the right to examine and reproduce any of the Contractor's books, documents, papers and records and of its Subcontractors and suppliers which apply to all matters of the County. Such records shall subsequently conform to Generally Accepted Accounting Principles requirements, as applicable, and shall only address those transactions related to this Agreement. Pursuant to Section 2-481 of the Code, upon reasonable advance notice, the Contractor will grant access to the Commission Auditor to all financial and performance related records, property, and equipment purchased in whole or in part with government funds within five business days of the Commission Auditor's request. The Contractor agrees to maintain an accounting system that provides accounting records that are supported with adequate documentation, and adequate procedures for determining the allowability and allocability of costs. ARTICLE 18. SUBSTITUTION OF PERSONNEL In the event the Contractor needs to substitute personnel for the key personnel identified by the Contractor's Proposal, the Contractor must notify the County in writing and request written approval for the substitution at least ten (10) business days prior to effecting such substitution. However, such substitution shall not become effective until the County has approved said substitution. ARTICLE 19. CONSENT OF THE COUNTY REQUIRED FOR ASSIGNMENT The Contractor shall not assign, transfer, convey or otherwise dispose of this Agreement, including its rights, title, or interest in or to the same or any part thereof without the prior written consent of the County. ARTICLE 20. SUBCONTRACTUAL RELATIONS Page 8 of 25 DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 Miami -Dade County, FL Contract No. RFP-01744 a) If the Contractor causes any part of this Agreement to be performed by a Subcontractor, the provisions of this Contract will apply to such Subcontractor and its officers, agents and employees in all respects as if it and they were employees of the Contractor; and the Contractor will not be in any manner thereby discharged from its obligations and liabilities hereunder, but will be liable hereunder for all acts, omissions, and negligence of the Subcontractor, its officers, agents, and employees, as if they were employees of the Contractor. The services performed by the Subcontractor will be subject to the provisions hereof as if performed directly by the Contractor, b) The Contractor, before making any subcontract for any portion of the Work, will state in writing to the County the name of the proposed Subcontractor, the portion of the Work which the Subcontractor is to do, the place of business of such Subcontractor, and such other information as the County may require. The County will have the right to require the Contractor not to award any subcontract to a person, firm or corporation disapproved by the County. c) Before entering into any subcontract hereunder, the Contractor will inform the Subcontractor fully and completely of all provisions and requirements of this Agreement relating either directly or indirectly to the Work to be performed. Such Work performed by such Subcontractor will strictly comply with the requirements of this Contract. d) In order to qualify as a Subcontractor satisfactory to the County, in addition to the other requirements herein provided, the Subcontractor must be prepared to prove to the satisfaction of the County that it has the necessary facilities, skill and experience, and ample financial resources to perform the Work in a satisfactory manner. To be considered skilled and experienced, the Subcontractor must show to the satisfaction of the County that it has satisfactorily performed Work of the same general type which is required to be performed under this Agreement. e) The County shall have the right to withdraw its consent to a subcontract if it appears to the County that the Subcontractor will delay, prevent, or otherwise impair the performance of the Contractor's obligations under this Agreement. All Subcontractors are required to protect the confidentiality of the County's and County's proprietary and confidential information. Contractor shall furnish to the County copies of all subcontracts between Contractor and Subcontractors and suppliers hereunder. Within each such subcontract, there shall be a clause for the benefit of the County in the event the County finds the Contractor in breach of this Contract, permitting the County to request completion by the Subcontractor of its performance obligations under the subcontract. The clause shall include an option for the County to pay the Subcontractor directly for the performance by such Subcontractor. Notwithstanding, the foregoing shall neither convey nor imply any obligation or liability on the part of the County to any Subcontractor hereunder as more fully described herein. ARTICLE 21. ASSUMPTION, PARAMETERS, PROJECTIONS, ESTIMATES AND EXPLANATIONS The Contractor understands and agrees that any assumptions, parameters, projections, estimates, and explanations presented by the County were provided to the Contractor for evaluation purposes only. However, since these assumptions, parameters, projections, estimates, and explanations represent predictions of future events the County makes no representations or guarantees; and the County shall not be responsible for the accuracy of the assumptions presented; and the County shall not be responsible for conclusions to be drawn therefrom; and any assumptions, parameters, projections, estimates and explanations shall not form the basis of any claim by the Contractor. The Contractor accepts all risk associated with using this information. ARTICLE 22. SEVERABILITY If this Agreement contains any provision found to be unlawful, the same shall be deemed to be of no effect and shall be deemed stricken from this Agreement without affecting the binding force of this Agreement as it shall remain after omitting such provision. ARTICLE 23. TERMINATION AND SUSPENSION OF WORK a) This Agreement may be terminated for cause by the County for reasons including, but not limited to, (i) the Contractor commits an Event of Default (as defined below in Article 24) and fails to cure said Event of Default (as delineated below in Article 25), or (ii) Contractor attempts to meet its contractual obligations with the County through fraud, misrepresentation, or material misstatement. b) This Agreement may also be terminated for convenience by the County. Termination for convenience is effective on the termination date stated in the written notice provided by the County. Page 9 of 25 DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 Miami -Dade County, FL Contract No. RFP-01744 c) If County terminates this Agreement for cause under Article 23(a) above, the County may, in its sole discretion, also terminate or cancel any other contract(s) that such individual or corporation or other entity has with the County and that such individual, corporation or other entity shall pay all direct or indirect costs associated with such termination or cancellation, including attorneys' fees. d) The foregoing notwithstanding, if the Contractors attempts to meet its contractual obligations with the County through fraud, misrepresentation, or material misstatement, the Contractor may be debarred from County contracting in accordance with the County debarment procedures. The Contractor may be subject to debarment for failure to perform and all other reasons set forth in Section 10-38 of the Code. e) In the event that the County exercises its right to terminate this Agreement, the Contractor shall, upon receipt of such notice, unless otherwise directed by the County: 1. stop Work on the date specified in the notice (the "Effective Termination Date"); ii. take such action as may be necessary for the protection and preservation of the County's materials and property; iii. cancel orders; iv. assign to the County and deliver to any location designated by the County any non -cancelable orders for Deliverables that are not capable of use except in the performance of this Agreement and has been specifically developed for the sole purpose of this Agreement and not incorporated in the Services; v. take no action which will increase the amounts payable by the County under this Agreement; and vi. reimburse the County a proration of the fees paid annually based on the remaining months of the term per the compensation listed in Appendix B. f) In the event that the County exercises its right to terminate this Agreement, the Contractor will be compensated as stated in the payment Articles herein for the: i. portion of the Work completed in accordance with the Agreement up to the Effective Termination Date; and ii, non -cancelable Deliverables that are not capable of use except in the performance of this Agreement and has been specifically developed for the sole purpose of this Agreement, but not incorporated in the Services. g) All compensation pursuant to this Article are subject to audit. h) In the event the Contractor fails to cure an Event of Default timely, the County may terminate this Agreement, and the County or its designated representatives may immediately take possession of all applicable equipment, materials, products, documentation, reports, and data. ARTICLE 24. EVENT OF DEFAULT a) An Event of Default is a material breach of this Agreement by the Contractor, and includes but is not limited to the following: i. the Contractor has not delivered Deliverables and/or Services on a timely basis; ii. the Contractor has refused or failed to supply enough properly skilled staff personnel; the Contractor has failed to make prompt payment to Subcontractors or suppliers for any Services; Page 10 of 25 DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 Miami -Dade County, FL Contract No. RFP-01744 iv. the Contractor has become insolvent (other than as interdicted by the bankruptcy laws), or has assigned the proceeds received for the benefit of the Contractor's creditors, or the Contractor has taken advantage of any insolvency statute or debtor/creditor law or if the Contractor's affairs have been put in the hands of a receiver; v. the Contractor has failed to obtain the approval of the County where required by this Agreement; vi. the Contractor has failed to provide "adequate assurances" as required under subsection b below; vii. the Contractor has failed in the representation of any warranties stated herein; or viii. the Contractor fails to comply with Article 39. b) When, in the opinion of the County, reasonable grounds for uncertainty exist with respect to the Contractor's ability to perform the Work or any portion thereof, the County may request that the Contractor, within the timeframe set forth in the County's request, provide adequate assurances to the County, in writing, of the Contractor's ability to perform in accordance with the terms of this Agreement. Until the County receives such assurances, the County may request an adjustment to the compensation received by the Contractor for portions of the Work which the Contractor has not performed. In the event that the Contractor fails to provide to the County the requested assurances within the prescribed timeframe, the County may: i. treat such failure as a repudiation and/or material breach of this Agreement; and ii. resort to any remedy for breach provided herein or at law, including but not limited to, taking over the performance of the Work or any part thereof either by itself or through others. ARTICLE 25. NOTICE OF DEFAULT - OPPORTUNITY TO CURE If an Event of Default occurs in the determination of the County, the County shall notify the Contractor (the "Default Notice"), specifying the basis for such default, and advising the Contractor that such default must be cured immediately, or this Agreement with the County may be terminated. Notwithstanding, the County may, in its sole discretion, allow the Contractor to rectify the default to the County's reasonable satisfaction within a thirty (30) day period. The County may grant an additional period of such duration as the County shall deem appropriate without waiver of any of the County's rights hereunder, so long as the Contractor has commenced curing such default and is effectuating a cure with diligence and continuity during such thirty (30) day period or any other period which the County prescribes. The Default Notice shall specify the date the Contractor shall discontinue the Work upon the Effective Termination Date. ARTICLE 26. REMEDIES IN THE EVENT OF DEFAULT If an Event of Default occurs, whether or not the County elects to terminate this Agreement as a result thereof, the Contractor shall be liable for all damages resulting from the default, irrespective of whether the County elects to terminate the Agreement, including but not limited to: a) lost revenues; b) the difference between the cost associated with procuring Services hereunder and the amount actually expended by the County for re -procurement of Services, including procurement and administrative costs; and c) such other direct damages. The Contractor shall also remain liable for any liabilities and claims related to the Contractor's default. The County may also bring any suit or proceeding for specific performance or for an injunction. ARTICLE 27. PATENT AND COPYRIGHT INDEMNIFICATION a) The Contractor shall not infringe on any copyrights, trademarks, service marks, trade secrets, patent rights, other intellectual property rights or any other third -party proprietary rights in the performance of the Work. Page 11 of 25 DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 Miami -Dade County, FL Contract No. RFP-01744 b) The Contractor warrants that all Deliverables furnished hereunder, including but not limited to equipment, programs, documentation, software, analyses, applications, methods, ways, processes, and the like, do not infringe upon or violate any copyrights, trademarks, service marks, trade secrets, patent rights, other intellectual property rights or any other third party proprietary rights. c) The Contractor shall be liable and responsible for any and all claims made against the County for infringement of patents, copyrights, service marks, trade secrets or any other third party proprietary rights, by the use or supplying of any programs, documentation, software, analyses, applications, methods, ways, processes, and the like, in the course of performance or completion of, or in any way connected with, the Work, or the County's continued use of the Deliverables furnished hereunder. Accordingly, the Contractor at its own expense, including the payment of attorney's fees, shall indemnify, and hold harmless the County and defend any action brought against the County with respect to any claim, demand, cause of action, debt, or liability. d) In the event any Deliverable or anything provided to the County hereunder, or portion thereof is held to constitute an infringement and its use is or may be enjoined, the Contractor shall have the obligation to, at the County's option to (i) modify, or require that the applicable Subcontractor or supplier modify, the alleged infringing item(s) at its own expense, without impairing in any respect the functionality or performance of the item(s), or (ii) procure for the County, at the Contractor's expense, the rights provided under this Agreement to use the item(s). e) The Contractor shall be solely responsible for determining and informing the County whether a prospective supplier or Subcontractor is a party to any litigation involving patent or copyright infringement, service mark, trademark, violation, or proprietary rights claims or is subject to any injunction which may prohibit it from providing any Deliverable hereunder. The Contractor shall enter into agreements with all suppliers and Subcontractors at the Contractor's own risk. The County may reject any Deliverable that it believes to be the subject of any such litigation or injunction, or if, in the County's judgment, use thereof would delay the Work or be unlawful. ARTICLE 28. CONFIDENTIALITY a) All Developed Works and other materials, data, transactions of all forms, financial information, documentation, inventions, designs and methods obtained from the County in connection with the Services performed under this Agreement, made or developed by the Contractor or its Subcontractors in the course of the performance of such Services, or the results of such Services, or for which the County holds the proprietary rights, constitute Confidential Information and may not, without the prior written consent of the County, be used by the Contractor or its employees, agents, Subcontractors or suppliers for any purpose other than for the benefit of the County, unless required by law or judicial or regulatory process. In addition to the foregoing, all County employee information and County financial information shall be considered Confidential Information and shall be subject to all the requirements stated herein. Neither the Contractor nor its employees, agents, Subcontractors, or suppliers may sell, transfer, publish, disclose, display, license or otherwise make available to others any part of such Confidential Information without the prior written consent of the County unless disclosure is required by law or judicial or regulatory process. Additionally, the Contractor expressly agrees to be bound by and to defend, indemnify and hold harmless the County, and their officers and employees from the breach of any federal, state, or local law in regard to the privacy of individuals. b) The Contractor shall advise each of its employees, agents, Subcontractors, and suppliers who may be exposed to such Confidential Information of their obligation to keep such information confidential and shall promptly advise the County in writing if it learns of any unauthorized use or disclosure of the Confidential Information by any of its employees or agents, or Subcontractor's or supplier's employees, present or former. In addition, the Contractor agrees to cooperate fully and provide any assistance necessary to ensure the confidentiality of the Confidential Information. c) In the event of a breach of this Article damages may not be an adequate remedy and the County shall be entitled to injunctive relief to restrain any such breach or threatened breach. Unless otherwise requested by the County, upon the completion of the Services performed hereunder, the Contractor shall immediately turn over to the County all such Confidential Information existing in tangible form. Notwithstanding the foregoing, the Contractor may retain a copy to the extent required by law or regulation or automatically saved electronically as part of a computer disaster recovery or similar back-up system or internal document retention and business continuity policies and procedures. A certificate evidencing compliance with this provision and signed by an officer of the Contractor shall accompany such materials. Page 12 of 25 DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 Miami -Dade County, FL Contract No. RFP-01744 ARTICLE 29. PROPRIETARY INFORMATION As a political subdivision of the State of Florida, Miami -Dade County is subject to the stipulations of the public records laws of the State of Florida (the "Public Records Law"). The Contractor acknowledges that all computer software in the County's possession may constitute or contain information or materials which the County has agreed to protect as proprietary information from disclosure or unauthorized use and may also constitute or contain information or materials which the County has developed at its own expense, the disclosure of which could harm the County's proprietary interest therein. During the term of the Contract, the Contractor will not use directly or indirectly for itself or for others, or publish or disclose, unless disclosure is required by law or judicial or regulatory process, to any third party, or remove from the County's property, any computer programs, data compilations, or other software which the County has developed, has used, or is using, is holding for use, or which are otherwise in the possession of the County (the "Computer Software"). All third -party license agreements must also be honored by the Contractor and its employees, except as authorized by the County and, if the Computer Software has been leased or purchased by the County, all hired party license agreements must also be honored by the contractors' employees with the approval of the lessor or Contractors thereof. This includes mainframe, minis, telecommunications, personal computers, and all information technology software. The Contractor will report to the County any information discovered or which is disclosed to the Contractor which may relate to the improper use, publication, disclosure, or removal from the County's property of any information technology software and hardware and will take such steps as are within the Contractor's authority to prevent improper use, disclosure, or removal. ARTICLE 30. PROPRIETARY RIGHTS a) The Contractor hereby acknowledges and agrees that the County retains all rights, title and interests in and to all materials, data, documentation and copies thereof furnished by the County to the Contractor hereunder or furnished by the Contractor to the County and/or created by the Contractor for delivery to the County, even if unfinished or in process, as a result of the Services the Contractor performs in connection with this Agreement, including all copyright and other proprietary rights therein, which the Contractor as well as its employees, agents, Subcontractors and suppliers may use only in connection with the performance of Services under this Agreement. The Contractor shall not, without the prior written consent of the County, use such documentation on any other project in which the Contractor or its employees, agents, Subcontractors, or suppliers are or may become engaged. Submission or distribution by the Contractor to meet official regulatory requirements or for other purposes in connection with the performance of Services under this Agreement shall not be construed as publication in derogation of the County's copyrights or other proprietary rights. b) All Developed Works shall become the property of the County. c) Accordingly, neither the Contractor nor its employees, agents, Subcontractors, or suppliers shall have any proprietary interest in such Developed Works. The Developed Works may not be utilized, reproduced, or distributed by or on behalf of the Contractor, or any employee, agent, Subcontractor or supplier thereof, without the prior written consent of the County, except as required for the Contractor's performance hereunder. d) Except as otherwise provided in subsections a, b, and c above, or elsewhere herein, the Contractor and its Subcontractors and suppliers hereunder shall retain all proprietary rights in and to all Licensed Software provided hereunder, that have not been customized to satisfy the performance criteria set forth in the Scope of Services. Notwithstanding the foregoing, the Contractor hereby grants, and shall require that its Subcontractors and suppliers grant, if the County so desires, a perpetual, irrevocable and unrestricted right and license to use, duplicate, disclose and/or permit any other person(s) or entity(ies) to use all such Licensed Software and the associated specifications, technical data and other Documentation for the operations of the County or entities controlling, controlled by, under common control with, or affiliated with the County, or organizations which may hereafter be formed by or become affiliated with the County. Such license specifically includes, but is not limited to, the right of the County to use and/or disclose, in whole or in part, the technical documentation and Licensed Software, including source Page 13 of 25 DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 Miami -Dade County, FL Contract No. RFP-01744 code provided hereunder, to any person or entity outside the County for such person's or entity's use in furnishing any and/or all of the Deliverables provided hereunder exclusively for the County or entities controlling, controlled by, under common control with, or affiliated with the County, or organizations which may hereafter be formed by or become affiliated with the County. No such License Software, specifications, data, documentation, or related information shall be deemed to have been given in confidence and any statement or legend to the contrary shall be void and of no effect. ARTICLE 31. VENDOR REGISTRATION/CONFLICT OF INTEREST a) Vendor Registration The Contractor shall be a registered vendor with the County — Internal Services Department, Strategic Procurement Division, for the duration of this Agreement. In becoming a registered vendor with Miami -Dade County, the vendor's Federal Employer Identification Number (FEIN) must be provided, via submission of Form W-9 and 147c Letter, as required by the Internal Revenue Service (IRS). If no FEIN exists, the Social Security Number of the owner must be provided as the legal entity identifier. This number becomes Contractor's "County Vendor Number." To comply with Section 119.071(5) of the Florida Statutes relating to the collection of an individual's Social Security Number, be aware that the County requests the Social Security Number for the following purposes: • Identification of individual account records • Payments to individual/Contractor for goods and services provided to Miami -Dade County • Tax reporting purposes • Provision of unique identifier in the vendor database used for searching and sorting departmental records The Contractor confirms its knowledge of and commitment to comply with the following: 1. Miami -Dade County Ownership Disclosure Affidavit (Section 2-8.1 of the Code of Miami -Dade County) 2. Miami -Dade County Employment Disclosure Affidavit (Section 2.8.1(d)(2) of the Code of Miami -Dade County) 3. Miami -Dade County Employment Drug -free Workplace Certification (Section 2-8.1.2(b) of the Code of Miami -Dade County) 4. Miami -Dade County Disability and Nondiscrimination Affidavit (Section 2-8.1.5 of the Code of Miami -Dade County) 5. Miami -Dade County Debarment Disclosure Affidavit (Section 10.38 of the Code of Miami -Dade County) 6. Miami -Dade County Vendor Obligation to County Affidavit (Section 2-8.1 of the Code of Miami -Dade County) 7. Miami -Dade County Code of Business Ethics Affidavit (Article 1, Section 2-8.1(i) of the Code of Miami -Dade County) 8. Miami -Dade County Family Leave Affidavit (Article V of Chapter 11 of the Code of Miami -Dade County) 9. Miami -Dade County Living Wage Affidavit (Section 2-8.9 of the Code of Miami -Dade County) 10. Miami -Dade County Domestic Leave and Reporting Affidavit (Article Vlll, Section 11A-60 - 11A-67 of the Code of Miami -Dade County) 11. Miami -Dade County Verification of Employment Eligibility (E-Verify) Affidavit (Section 448.095, of the Florida State Statutes) 12. Miami -Dade County Pay Parity Affidavit (Resolution No. R-1072-17) 13. Miami -Dade County Suspected Workers' Compensation Fraud Affidavit (Resolution No. R-919-18) 14. Office of the Inspector General (Section 2-1076 of the Code of Miami -Dade County) 15. Small Business Enterprises The County endeavors to obtain the participation of all small business enterprises pursuant to Sections 2- 8.1.1.1.1, 2-8.1.1.1.2 and 2-8.2.2 of the Code of Miami - Dade County and Title 49 of the Code of Federal Regulations. 16. Antitrust Laws By acceptance of any contract, the Contractor agrees to comply with all antitrust laws of the United States and the State of Florida. b) Conflict of Interest and Code of Ethics Section 2-11,1(d) of the Code requires that any County employee or any member of the employee's immediate family who has a controlling financial interest, direct or indirect, with Miami -Dade County or any person or agency acting for Miami -Dade County, competing or applying for a contract, must first request a conflict of interest opinion from the County's Ethics Commission prior to their or their immediate family member's entering into any contract or transacting any business through a firm, corporation, Page 14 of 25 DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 Miami -Dade County, FL Contract No. RFP-01744 partnership or business entity in which the employee or any member of the employee's immediate family has a controlling financial interest, direct or indirect, with Miami -Dade County or any person or agency acting for Miami -Dade County. Any such contract or business engagement entered in violation of this subsection, as amended, shall be rendered voidable. All autonomous personnel, quasi-judicial personnel, advisory personnel, and employees wishing to do business with the County are hereby advised they must comply with the applicable provisions of Section 2-11.1 of the Code relating to Conflict of Interest and Code of Ethics. In accordance with Section 2-11.1(y) of the Code, the Miami -Dade County Commission on Ethics and Public Trust shall be empowered to review, interpret, render advisory opinions and letters of instruction, and enforce the Conflict of Interest and Code of Ethics Ordinance. ARTICLE 32. INSPECTOR GENERAL REVIEWS Independent Private Sector Inspector General Reviews Pursuant to Miami -Dade County Administrative Order No. 3-20, the County has the right to retain the services of an Independent Private Sector Inspector General (the "IPSIG"), whenever the County deems it appropriate to do so. Upon written notice from the County, the Contractor shall make available to the IPSIG retained by the County, all requested records and documentation pertaining to this Agreement for inspection and reproduction. The County shall be responsible for the payment of these IPSIG services, and under no circumstance shall the Contractor's prices and any changes thereto approved by the County, be inclusive of any charges relating to these IPSIG services. The terms of this provision apply to the Contractor, its officers, agents, employees, Subcontractors, and assignees. Nothing contained in this provision shall impair any independent right of the County to conduct an audit or investigate the operations, activities, and performance of the Contractor in connection with this Agreement. The terms of this Article shall not impose any liability on the County by the Contractor or any third party. Miami -Dade County Inspector General Review According to Section 2-1076 of the Code, Miami -Dade County has established the Office of the Inspector General which may, on a random basis, perform audits on all County contracts, throughout the duration of said contracts. The cost of the audit for this Contract shall be one quarter of one percent (0.25%) of the total Contract amount which cost shall be included in the total Contract amount. The audit cost will be deducted by the County from progress payments to the Contractor. The audit cost shall also be included in all change orders and all Contract renewals and extensions. The above fee does not apply to this contract; however the Inspector General reserves the right to audit the resultant contract at any time. Exception: The above application of one quarter of one percent (0.25%) fee assessment shall not apply to the following contracts: (a) IPSIG contracts; (b) contracts for legal services; (c) contracts for financial advisory services; (d) auditing contracts; (e) facility rentals and lease agreements; (f) concessions and other rental agreements; (g) insurance contracts; (h) revenue -generating contracts; (i) contracts where an IPSIG is assigned at the time the contract is approved by the Board; (j) professional service agreements under $1,000; (k) management agreements; (I) small purchase orders as defined in Miami -Dade County Implementing Order No. 3-38; (m) federal, state and local government -funded grants; and (n) interlocal agreements. Notwithstanding the foregoing, the Miami -Dade County Board of County Commissioners may authorize the inclusion of the fee assessment of one quarter of one percent (0.25%) in any exempted contract at the time of award. Nothing contained above shall in any way limit the powers of the Inspector General to perform audits on all County contracts including, but not limited to, those contracts specifically exempted above. The Miami -Dade County Inspector General is authorized and empowered to review past, present, and proposed County and Trust contracts, transactions, accounts, records, and programs. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of records, and monitor existing projects and programs. Monitoring of an existing project or program may include a report concerning whether the project is on time, within budget and in conformance with plans, specifications, and applicable law. The Inspector General is empowered to analyze the necessity of and reasonableness of proposed change orders to the Contract. The Inspector General is empowered to retain the services of IPSIGs to audit, investigate, monitor, oversee, inspect, and review operations, activities, performance and procurement process, including but not limited to project design, specifications, proposal submittals, activities of the Contractor, its officers, agents and employees, lobbyists, County staff and elected officials to ensure compliance with contract specifications and to detect fraud and corruption. Upon written notice to the Contractor from the Inspector General or IPSIG retained by the Inspector General, the Contractor shall make all requested records and documents available to the Inspector General or IPSIG for inspection and copying. The Inspector General and IPSIG shall have the right to inspect and copy all documents and records in the Contractor's possession, custody or control which, in the Inspector General's or IPSIG's sole judgment, pertain to performance of the Contract, including, but not limited to original estimate files, Page 15 of 25 DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 Miami -Dade County, FL Contract No, RFP-01744 change order estimate files, worksheets, proposals and agreements form and which successful and unsuccessful Subcontractors and suppliers, all project -related correspondence, memoranda, instructions, financial documents, construction documents, proposal and contract documents, back -charge documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records, and supporting documentation for the aforesaid documents and records. ARTICLE 33. FEDERAL, STATE, AND LOCAL COMPLIANCE REQUIREMENTS As applicable, Contractor shall comply, subject to applicable professional standards, with the provisions of all applicable federal, state and the County orders, statutes, ordinances, rules and regulations which may pertain to the Services required under this Agreement, including, but not limited to: a) Equal Employment Opportunity clause provided under 41 C.F.R. Part 60-1.3 in accordance with Executive Order 11246, "Equal Employment Opportunity", as amended. b) Miami -Dade County Small Business Enterprises Development Participation Provisions. c) The Clean Air Act (42 U.S.C. § 7401-7671q.) and the Federal Water Pollution Contract Act (33 U.S.C. §§ 1251-1387), as amended. d) The Davis -Bacon Act (40 U.S.C. §§ 3141-3144 and 3146-3148) as supplemented by the Department of Labor regulations (29 C.F.R. Part 5). e) The Copeland "Anti -Kickback" Act (40 U.S.C. § 3145) as supplemented by the Department of Labor regulations (29 C.F.R. Part 2). f) Section 2-11.1 of the Code of Miami -Dade County, "Conflict of Interest and Code of Ethics". g) Section 10-38 of the Code of Miami -Dade County, "Debarment of Contractors from County Work". h) Section 11A-60- 11A-67 of the Code of Miami -Dade County, "Domestic Leave". i) Section 21-255 of the Code of Miami -Dade County, prohibiting the presentation, maintenance, or prosecution of false or fraudulent claims against Miami -Dade County. j) The Equal Pay Act of 1963, as amended (29 U.S.C. § 206(d)). k) Section 448.07 of the Florida Statutes "Wage Rate Discrimination Based on Sex Prohibited". I) Chapter 11A of the Code of Miami -Dade County (§ 11A-1 et seq.) "Discrimination". m) Chapter 22 of the Code of Miami -Dade County (§ 22-1 et seq.) "Wage Theft". n) Chapter 8A, Article XIX, of the Code of Miami -Dade County (§ 8A-400 et seq.) "Business Regulations". o) Any other laws prohibiting wage rate discrimination based on sex. p) Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352). q) Executive Order 12549 "Debarment and Suspension", which stipulates that no contract(s) are "to be awarded at any tier or to any party which is debarred or suspended or is otherwise excluded from or ineligible for participation in Federal assistance programs". r) The prohibitions against discrimination on the basis of age under the Age Discrimination Act of 1975 (42 U.S.C. §§ 6101-07) and regulations issued pursuant thereto (24 C.F.R. Part 146). Pursuant to Resolution No. R-1072-17, by entering into this Contract, the Contractor is certifying that the Contractor is in compliance with, and will continue to comply with, the provisions of items "f' through "k" above. Page 16 of 25 DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 Miami -Dade County, FL Contract No. RFP-01744 The Contractor shall hold all licenses and/or certifications, obtain and pay for all permits and/or inspections, and comply with all laws, ordinances, regulations and building code requirements applicable to the work required herein. Damages, penalties, and/or fines imposed on the County or Contractor for failure to obtain and maintain required licenses, certifications, permits and/or inspections shall be borne by the Contractor, The Project Manager shall verify the certification(s), license(s), and permit(s) for the Contractor prior to authorizing Work and as needed. Notwithstanding any other provision of this Agreement, Contractor shall not be required pursuant to this Agreement to take any action or abstain from taking any action if such action or abstention would, in the good faith determination of the Contractor, constitute a violation of any law or regulation to which Contractor is subject, including but not limited to laws and regulations requiring that Contractor conduct its operations in a safe and sound manner. ARTICLE 34. NONDISCRIMINATION During the performance of this Contract, Contractor agrees to not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, national origin, sex, pregnancy, age, disability, marital status, familial status, sexual orientation, gender identity or gender expression, status as victim of domestic violence, dating violence or stalking, or veteran status, and on housing related contracts the source of income, and will take affirmative action to ensure that employees and applicants are afforded equal employment opportunities without discrimination. Such action shall be taken with reference to, but not limited to recruitment, employment, termination, rates of pay or other forms of compensation, and selection for training or retraining, including apprenticeship and on the job training. By entering into this Contract, the Contractor attests that it is not in violation of the Americans with Disabilities Act of 1990 (and related Acts) or Miami -Dade County Resolution No. R-385-95. If the Contractor or any owner, subsidiary or other firm affiliated with or related to the Contractor is found by the responsible enforcement agency or the County to be in violation of the Act or the Resolution, such violation shall render this Contract void. This Contract shall be void if the Contractor submits a false affidavit pursuant to this Resolution or the Contractor violates the Act or the Resolution during the term of this Contract, even if the Contractor was not in violation at the time it submitted its affidavit. ARTICLE 35. CONFLICT OF INTEREST The Contractor represents that: a) No officer, director, employee, agent, or other consultant of the County or a member of the immediate family or household of the aforesaid has directly or indirectly received or been promised any form of benefit, payment, or compensation, whether tangible or intangible, in connection with the award of this Agreement. b) There are no undisclosed persons or entities interested with the Contractor in this Agreement. This Agreement is entered into by the Contractor without any connection with any other entity or person making a proposal for the same purpose, and without collusion, fraud or conflict of interest. No elected or appointed officer or official, director, employee, agent, or other consultant of the County, or of the State of Florida (including elected and appointed members of the legislative and executive branches of government), or a member of the immediate family or household of any of the aforesaid: i) is interested on behalf of or through the Contractor directly or indirectly in any manner whatsoever in the execution or the performance of this Agreement, or in the Services, Deliverables or Work, to which this Agreement relates or in any portion of the revenues; or ii) is an employee, agent, advisor, or consultant to the Contractor or to the best of the Contractor's knowledge any Subcontractor or supplier to the Contractor. c) Neither the Contractor nor any officer, director, employee, agency, parent, subsidiary, or affiliate of the Contractor shall have an interest which is in conflict with the Contractor's faithful performance of its obligation under this Agreement; provided that the County, in its sole discretion, may consent in writing to such a relationship, provided the Contractor provides the County with a written notice, in advance, which identifies all the individuals and entities involved and sets forth in detail the nature of the relationship and why it is in the County's best interest to consent to such relationship. d) The provisions of this Article are supplemental to, not in lieu of, all applicable laws with respect to conflict of interest. In the event there is a difference between the standards applicable under this Agreement and those provided by statute, the stricter standard shall apply. Page 17 of 25 DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 Miami -Dade County, FL Contract No. RFP-01744 e) In the event Contractor has no prior knowledge of a conflict of interest as set forth above and acquires information which may indicate that there may be an actual or apparent violation of any of the above, Contractor shall promptly bring such information to the attention of the Project Manager. Contractor shall thereafter cooperate with the County's review and investigation of such information and comply with the instructions Contractor receives from the Project Manager regarding remedying the situation. ARTICLE 36. PRESS RELEASE OR OTHER PUBLIC COMMUNICATION Under no circumstances shall the Contractor without the express written consent of the County: a) Issue or permit to be issued any press release, advertisement or literature of any kind which refers to the County, or the Work being performed hereunder, unless the Contractor first obtains the written approval of the County. Such approval may be withheld if for any reason the County believes that the publication of such information would be harmful to the public interest or is in any way undesirable; and b) Communicate in any way with any contractor, department, board, agency, commission or other organization or any person whether governmental or private in connection with the Work to be performed hereunder except upon prior written approval and instruction of the County; and c) Except as may be required by law, the Contractor and its employees, agents, Subcontractors, and suppliers will not represent, directly or indirectly, that any Work, Deliverables or Services provided by the Contractor or such parties has been approved or endorsed by the County. ARTICLE 37. BANKRUPTCY The County may terminate this Contract, if, during the term of any contract the Contractor has with the County, the Contractor becomes involved as a debtor in a bankruptcy proceeding, or becomes involved in a reorganization, dissolution, or liquidation proceeding, or if a trustee or receiver is appointed over all or a substantial portion of the property of the Contractor under federal bankruptcy law or any state insolvency law. ARTICLE 38. GOVERNING LAW This Contract, including appendices, and all matters relating to this Contract (whether in contract, statute, tort (such as negligence), or otherwise) shall be governed by, and construed in accordance with, the laws of the State of Florida. Venue shall be in Miami -Dade County. ARTICLE 39. COUNTY USER ACCESS PROGRAM (UAP) The UAP does not apply to this Contract. ARTICLE 40. INTEREST OF MEMBERS, OFFICERS OR EMPLOYEES AND FORMER MEMBERS, OFFICERS OR EMPLOYEES No member, officer, or employee of the County, no member of the governing body of the locality in which the Project is situated, no member of the governing body in which the County was activated, and no other public official of such locality or localities who exercises any functions or responsibilities with respect to the project, shall, during his or her tenure, or for one year thereafter, have any interest, direct or indirect, in this Contract or the proceeds thereof. ARTICLE 41. LIENS The Contractor is prohibited from placing a lien on County property. This prohibition shall apply to all Subcontractors. ARTICLE 42. FIRST SOURCE HIRING REFERRAL PROGRAM Pursuant to Section 2-2113 of the Code, for all contracts for goods and services, the Contractor, prior to hiring to fill each vacancy arising under a County contract shall (1) first notify Career Source South Florida ("CSSF"), the designated Referral Agency, of the vacancy and list the vacancy with CSSF according to the Code, and (2) make good faith efforts as determined by the County to fill a minimum of fifty percent (50%) of its employment needs under the County contract through the CSSF. If no suitable candidates can be employed after a Referral Period of three to five days, the Contractor is free to fill its vacancies from other sources. Contractor will be required to provide quarterly reports to the CSSF indicating the name and number of employees hired in the previous quarter, or why referred candidates Page 18 of 25 DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 Miami -Dade County, FL Contract No. RFP-01744 were rejected. Sanctions for non-compliance shall include, but not be limited to: (i) suspension of Contract until Contractor performs obligations, if appropriate; (ii) default and/or termination; and (iii) payment of $1,500/employee, or the value of the wages that would have been earned given the noncompliance, whichever is less. Registration procedures and additional information regarding the First Source Hiring Referral Program are available at https://iapps.careersourcesfl.com/firstsource/. ARTICLE 43. PUBLIC RECORDS AND CONTRACTS FOR SERVICES PERFORMED ON BEHALF OF MIAMI-DADE COUNTY The Contractor shall comply with the Public Records Laws, including by not limited to, (1) keeping and maintaining all public records that ordinarily and necessarily would be required by the County in order to perform the service; (2) providing the public with access to public records on the same terms and conditions that the County would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensuring that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; and (4) meeting all requirements for retaining public records and transferring, at no cost, to the County all public records in possession of the Contractor upon termination of the Contract and destroying any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements upon such transfer. In addition, all records stored electronically must be provided to the County in a format that is compatible with the information technology systems of the County. Failure to meet any of these provisions or to comply with Florida's Public Records Laws as applicable shall be a material breach of this Agreement and shall be enforced in accordance with the terms and conditions of the Agreement. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 375-5773, ISD- VSS@MIAMIDADE.GOV, 111 NW 1st STREET, SUITE 1300, MIAMI, FLORIDA 33128. ARTICLE 44. VERIFICATION OF EMPLOYMENT ELIGIBILITY (E-VERIFY) By entering into this Contract, the Contractor becomes obligated to comply with the provisions of Section 448.095 of the Florida Statutes, titled "Verification of Employment Eligibility". This includes but is not limited to utilization of the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of all newly hired employees by the Contractor effective January 1, 2021 and requiring all Subcontractors to provide an affidavit attesting that the Subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. Failure to comply may lead to termination of this Contract, or if a Subcontractor knowingly violates the statute, the subcontract must be terminated immediately. Any challenge to termination under this provision must be filed in the Circuit Court no later than twenty (20) calendar days after the date of termination and the Contractor may be liable for any additional costs incurred by the County resulting from the termination of the Contract. If this Contract is terminated for a violation of the statute by the Contractor, the Contractor may not be awarded a public contract for a period of one year after the date of termination. Public and private employers must enroll in the E-Verify System (http://www.uscis.gov/e-verify) and retain the 1-9 Forms for inspection. ARTICLE 45. SURVIVAL The Parties acknowledge that any of the obligations in this Agreement will survive the term, termination, and cancellation hereof. Accordingly, the respective obligations of the Contractor and the County under this Agreement, which by nature would continue beyond the termination, cancellation, or expiration thereof, shall survive termination, cancellation or expiration hereof. Page 19 of 25 DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 Miami -Dade County, FL Contract No. RFP-01744 IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the last date that the Agreement is executed below, Contractor Miami -Dade County By: Sergio 9Kasi)ided Name: Sergio Masvidal 09/20/2021 04:32 PM EDT Title: Managing Director Date: 20,September.2021 Attest: S, „,f Lg. 6,I0, By: Name: Title: Date: ame 09/20/2021 Attest: 04:33 PM EDT Corporate Secretary/Notary Public Corporate Seal/Notary Seal Online Notary Public. This notarial act Involved the use of online audlo/video communication technology. Daniella Levin b Cava Mayor Clerk of the Board Approved as to form and legal sufficiency Assistant County Attorney Page 20 of 25 DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 Miami -Dade County, FL Contract No. RFP-01744 APPENDIX A — SCOPE OF SERVICES 1. Backgroundllntroduction The County requires financial advisory services for revenue debt transactions and services for general obligation, special obligation, public health trust/general obligation, public health trust/sales tax, transit and sunshine state debt transactions and services. These transactions will include issuance of bonds, notes, certificates, or other financing instruments, and on -going advisory services for the County's General Segment. These services exclude swaps or derivative products, as the County has retained a swap advisor to provide financial advisory services for all swap and derivative products. A separate Request for Proposals (RFP) was issued for each of the three Financial Advisory Service Segments: Water & Sewer Segment (RFP-01743); General Segment (RFP-01744); and Enterprise Segment (RFP-01745). This RFP is for the General Segment of the County. The General Segment includes all financial advisory services for the County, other than financial advisory services for its peripheral agencies, its Water & Sewer Segment and Enterprise (Aviation, Seaport, and Solid Waste Management Departments) Segments. 2. Limitations The following are limitations under this Contract: A. Subcontractors/Sub-consultants are not allowed to be utilized under this Contract. B. Underwriters are not allowed to be utilized under this Contract. C. A Contractor that has been selected to serve as financial advisor to the Citizen's Independent Transportation Trust may not be a Contractor as Financial Advisor to the General Segment. 3. Qualification Requirement The Contractor shall be registered as a Municipal Advisor with both the Securities and Exchange Commission (SEC) and the Municipal Securities Rulemaking Board (MSRB), except where Proposer is not subject to regulation by one of the SEC or MSRB. Registration must be maintained through the contract term and any extension or renewal period. 4. Services to be Provided A. Issuance of Bonds The Contractor shall: 1) Advise the County and provide a written recommendation on the means of conducting the sale of bonds (i.e. competitive bidding, negotiation, or some other process); 2) For both negotiated and competitively bid bond issues: a) On a pro -active basis, bring refunding or other new financing ideas to the attention of the Finance Director; b) Assist the County in preparing the notice of sale; c) On the day of the sale, advise the County as to the best bid received based upon the verification of bids and recommend an award which, in the Contractor's judgment, is in the best interest of the County; d) Assist in determining the optimal timing for the issue "to go to the market"; and e) Participate in the "pricing call" and advise the County as to the reasonableness of the components of the underwriters spread; 3) Provide specific recommendations on each bond issue regarding the following: a) The aggregate principal amount of bonds to be issued; b) The timing of the offering in order to provide funds to meet the County's capital needs; c) The definitive structure of the bond issue — maturity range, serial and/or term bonds, capital appreciation bonds, etc.; d) Redemption Provisions; e) Prepare number runs in advance of resolution submittal to Committee meeting and Board of County Commission regular meeting; 4) Prepare pre -pricing analyses in advance of pricing and prepare final report after pricing; Page 21 of 25 DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 Miami -Dade County, FL Contract No. RFP-01744 5) Provide a certificate at closing which will confirm that the County received a market price on the transaction at the time of pricing; 6) Prepare a timetable for each bond issue and assist the County in coordinating all meetings and conference calls; 7) Provide advice and assistance to the County and to bond counsel in the preparation of the necessary bond authorizing ordinance or ordinances and other proceedings; 8) Assist with validation of the bonds through preparation of financial tables and exhibits and the presentation of testimony when necessary; 9) Provide advice and assistance to the County and disclosure counsel as to preparation and composition of the preliminary and final official statements, so as to make the most favorable full and accurate disclosure to the rating agencies and investing public; 10) Provide a recommendation on the need for municipal bond insurance and request, receive and evaluate quotes, when applicable, for municipal bond insurance, and make recommendations to the County as to which quote should be accepted; 11) Provide a recommendation on whether to cash fund or use a surety reserve policy to fund the reserve requirement and request, receive and evaluate quotes, when applicable, for reserve fund surety, and make recommendations to the County as to which quote should be accepted; 12) If applicable, solicit bids for escrow securities in refunding transactions; 13) If applicable, solicit bids for investment contracts for debt service reserve funds; 14) Request, receive and evaluate bids for the printing of the preliminary and final official statement, and make recommendations to the County as to which bid should be accepted; 15) Request, receive and evaluate bids for paying agent/registrar services, and make recommendations to the County as to which bid should be accepted; 16) Provide advice and assistance to County staff in the preparation and presentations to the rating agencies, to include bond issues documentation, for the purpose of obtaining the best possible rating of the bonds; 17) Assist in the preparation and review of all necessary closing documents; 18) Attend all document sessions (i.e. meetings with the finance review team), County Mayor's Finance Committee (MFC) meetings, Board of County Commission Committee meetings, Board of County Commission meetings, pre -closings and closings, when deemed necessary; and 19) Review debt service schedules and annual report to bondholders. B. Other Services — (Non -Bond Related) The Contractor shall: 1) Coordinate periodic visits between the County, representatives of the rating agencies and major institutional investors; 2) Provide periodic reports of municipal market conditions both within the State of Florida and nationwide; 3) In the area of short-term financing, provide the County with advice, guidance, evaluation, pricing and assistance in bond anticipation notes, bank loans, leasing programs, commercial paper, and any other financial instrument as necessary; 4) Create and maintain a personal computer database on the General Segment debt portfolio. The database shall be periodically updated and shall be made available to the County's Finance Director. Information shall be stored offsite for recovery purposes in case of an emergency; Page 22 of 25 DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 Miami -Dade County, FL Contract No. RFP-01744 5) Conduct an annual review of the General Segment's debt structure and prepare, in conjunction with the County's Finance Department, an annual report for the rating agencies of Moody's Investors Service, Inc., Standard & Poor's Corporation and FITCH. (The goal in this regard is to maintain the respective bond ratings assigned and to achieve an upgrade from the rating agencies where, in the professional judgment of the Contractor, such upgrade is attainable); 6) Be available to the County to discuss and make recommendations on all financial matters as they relate to incurring County Departments' debt and be available for formal presentations to the MFC and the Board of County Commission as necessary; 7) Review unsolicited proposals for financial transactions received by the County from underwriting firms and, on a timely basis, make recommendations as to their merits to the Finance Director and the MFC, as necessary; 8) Assist each General Segment Department in the development of a Five -Year Financing Plan, as necessary, and 9) Provide, on an as -needed basis, financial analyses or any applicable services as directed by the Board of County Commission, the County Mayor and the County's Finance Director. 10) At least once a year, review the outstanding debt portfolio for each General Segment Department and submit recommendations that could result in reducing the Department's borrowing costs; and 11) Develop required financial analyses for the issuance of debt for each department and provide reports. 5. Reporting Requirements The Contractor shall provide an update of its legal and financial status once a year due on October 1st, commencing in October 2022. Page 23 of 25 DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 Miami -Dade County, FL APPENDIX B — PRICE SCHEDULE A. BOND RELATED WORK Price shown below is for providing all bond related services as stated in Appendix A, Section 4(A). Table 1: Contract No. RFP-01744 Price Per $'1,000''Per Bond Issue For Bond Related Work Up to $150 million $0.75 per $1,000 Between $150 million and $225 million $0.50 per $1,000 Over $225 million $0.35 per $1,000 Table 2: Minimum Charge per Bond Issue $ 25,000 Maximum Charge per Bond Issue $ 300,000 Notes: 1. Price per $1,000 per Bond Issue shall be fixed and shall include all expenses to be paid per bond work under this Contract. The prices above include all costs, including all out-of-pocket expenses, such as travel, per diem, and miscellaneous costs and fees, which shall be incorporated in this price schedule, as they will not be reimbursed separately by the County. Above prices/charges include normal administrative fees, such as telephone, mailing, faxes, duplicating charges, overnight mail, parking, and out of pocket expenses, except travel expenses incurred in connection with a bond issue. Such expenses shall be limited to $10,000 per bond issue, unless otherwise approved, in writing and in advance, by the Finance Director for extraordinary circumstances. Refer to Section 5.0, Article 7, regarding adherence to CH.112.061 of the Florida Statutes for travel expenses. 2. Notwithstanding the above rate stated below, there shall be a minimum charge per bond issue and a maximum charge per bond issue (Table 2 above). If the applicable charge based on the per $1,000 per bond issue for bond related work rate listed above in Table 1, is less than the minimum charge per bond issue listed in Table 2, then the minimum charge per bond issue listed in Table 2 shall prevail. 3. If the applicable charge based on the per $1,000 per bond issue for bond related work rate listed in Table 1, is more than the maximum charge per bond issue, listed in Table 2, then the maximum charge per bond issue listed in Table 2 shall be applied. 4. Notwithstanding the above, the actual amount paid by the County shall be based on the actual bonds issued, on a per bond rate basis. B. NON BOND RELATED WORK The not -to -exceed hourly rates shown below are for the various staff levels proposed to complete the required tasks and deliverables as stated in Appendix A, Section 4(B). Compensation for non -bond related work shall be paid as needed, on an hourly basis. Table 3: Managing Director $ 275 Director / Senior Managing Consultant $ 225 Senior Analyst / Analyst Administrative $ 150 $ 100 Notes: 1. The hourly rates above shall remain firm and fixed for the term of the Contract, including any extensions thereof. 2. The hourly rates above include all costs, including all out-of-pocket expenses, such as travel, per diem, and miscellaneous costs and fees, which shall be incorporated in this price schedule, as they will not be reimbursed separately by the County. Page 24 of 25 DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 Miami -Dade County, FL Contract No. RFP-01744 3. Notwithstanding the rates above, compensation to the Contractor shall be based on the projects assigned. The Contractor shall not exceed the maximum hourly rates when calculating the not -to -exceed cost statement required for each assignment. 4. The positions identified in the table above, shall be the same as the key positions identified in the Contractor's proposal. The County expects that the key personnel, in those positions, will be performing the services, as needed. Page 25 of 25 DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 ACOREP CERTIFICATE OF LIABILITY INSURANCE �.----- DATE (MMIDD/YYYY) 5/13/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Crystal IBC, LLC 32 Old Slip 29th FI New York NY 10005 License#: BR-1359321 CONTACT NAME: Brian Rozynski PHONE FAX (A/C No Ext): 212-504-1882 (A/C, No): E-MAILDSS: brian.rozynski@alliant.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Lloyds of London 15792 INSURED PFMIILL-01 PFM Financial Advisors LLC 1735 Market Street, 42nd Floor Philadelphia PA 19103 INSURERB: AXIS Surplus Insurance Company 26620 INSURER C : INSURERD: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 1086773488 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY F (MM/D POLICY EXP (MM/DID/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY OMED rA O O� v EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PRO JECT PER: LOC GENERAL AGGREGATE $ PRODUCTS -COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY `� _vV VV /� O �, ^' "J ^ O v` COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE P EACH OCCURRENCE $ AGGREGATE $ DED RETENT ON $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A B Professional Liability (E&O) HMPL21-0407 ENN603700 12/7/2021 12/7/2021 12/7/2022 12/7/2022 Limit of Liability: $5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Contract No. RFP-01744 Evidence of coverage only. Retroactive Date: December 7, 2021 CERTIFICATE HOLDER CANCELLATION City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami FL 33130-1910 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 PFMIILL-01 JBOLAND2 CERTIFICATE OF LIABILITY INSURANCE M/DDNY 5/1 DATE (MM/DD/YYYY) 1/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # BR-1359321 Crystal IBC, LLC 32 Old Slip 29th FI New York, NY 10005 CONTACT Janice Boland NAME: PHONE FAX (A/C, No, Ext): (212 ) 603-0202 (A/C, No): ADDRIESS: Janice.Boland@alliant.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Valley Forge Insurance Company 20508 INSURED PFM Financial Advisors, LLC 1735 Market Street, 42nd Floor Philadelphia, PA 19103 INSURER B: Continental Insurance Company 35289 INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCE' :Y PAID CLAIMS INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLI• (M ' 1 0 POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X X 70180197902021 'O ///'''1O(1I 1 O 12/7/2022 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 15,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE POLICY OTHER: X LIMIT APPLIES JECT X PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ B AUTOMOBILE X LIABILITY ANY AUTO OWNED X SCHEDULED AUTOS NON -OWNED AUTOS ONLY X ``[` v ^ �< ` j,�J 701801980 ' ` ^ O ) 12/7/2021 12/7/2022 COMBINED SINGLE LIMIT (Ea accident) $ 1 ,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE X X 7018019840 12/7/2021 12/7/2022 EACH OCCURRENCE $ 20,000,000 AGGREGATE $ 20,000,000 DED X RETENT ON $ 0 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N / A X 7018019823 1/1/2022 1/1/2023 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 1'000'000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1 ,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) General Liability - Additional Insured, Primary and Non -Contributory, Waiver of Subrogation included per written contract or agreement Contract #RFP-01744 Financial Advisory Services / City of Miami, its officers, agents, directors, and/or employees 30 Days Notice of Cancellation applies / 10 Days Notice for Non -Payment of Premium Auto - Additional Insured, Primary and Non -Contributory Work Comp - Waiver of Subrogation CERTIFICATE HOLDER CANCELLATION Cityof Miami 444 SW 2nd Ave, 6th Floor Miami, FL 33130-1910 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 ACOREP CERTIFICATE OF LIABILITY INSURANCE �.----- DATE (MMIDD/YYYY) 5/13/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Crystal IBC, LLC 32 Old Slip 29th FI New York NY 10005 License#: BR-1359321 CONTACT NAME: Brian Rozynski PHONE FAX (A/C No Ext): 212-504-1882 (A/C, No): E-MAILDSS: brian.rozynski@alliant.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Greenwich Insurance Company 22322 INSURED PFMIILL-01 PFM Financial Advisors LLC 1735 Market Street, 42nd Floor Philadelphia PA 19103 INSURER B : INSURER C : INSURERD: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:2000899335 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY F (MM/D POLICY EXP (MM/DID/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY OMED rA* O O� v EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PRO JECT PER: LOC GENERAL AGGREGATE $ PRODUCTS -COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY `� _vV VV /� O �, ^' "J ^ O v` COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE P EACH OCCURRENCE $ AGGREGATE $ DED RETENT ON $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Cyber Liability Insurance MTP9044413 00 12/7/2021 12/7/2022 Limit of Liability: $5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Contract No. RFP-01744 Evidence of coverage only. CERTIFICATE HOLDER CANCELLATION City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami FL 33130-1910 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 From: Gomez Jr., Francisco (Frank) To: Carbonell, Aileen Cc: Quevedo, Terry Subject: Re: PROCUREMENT INSURANCE REVIEW FOR PFM FINANCIAL ADVISORS LLC COI Date: Friday, May 13, 2022 4:48:45 PM Attachments: image001.onq image004.pnq image005.onq image001.pnq image004.onq image005.pnq PFM FINANCIAL ADVISORS LLC COI.pdf Supplemental Agreeement Piggyback from MDC.pdf PFM Financial Advisorsl1-30-18.pdf Hi Aileen, The COI is adequate. Thanks, Frank Sent from my iPhone -V V GV `l,,O O V On May 13, 2022, at 3:38 PM, mon ,4Ieen <ACarbonell@miamigov.com> wrote: vv QO !!AA' Qe` OYJ Good afternoon Fran• Please find updated COi attached wit Retro-Date as requested below. 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(Wmiamigov.com Website: https://www.miamigov.com/Government/Departments- DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 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. Click on or scan the QR Code to register as a new vendor for the City of Miami. APlease consider the environment before printing this e-mail. CONFIDENTIAL COMMUNICATION The information contained in this transmission may c0ntai(rivileged and confidential information. It is intended only for the use of the person( you are hereby notified that any review, communication is strictly prohibited. If contact the sender by reply e-mail *Please Note: amed I!o WIf you are not the intended recipient, nat orl. ribution, or duplication of this not t+jintended recipient, please immediately opies of the original message. Thank you. Due to Florida's very broad public reco law, most written communications to or from City of Miami employees regarding City busines are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. 8 From: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Sent: Friday, May 13, 2022 2:22 PM To: Carbonell, Aileen <ACarbonell@miamigov.com>; Quevedo, Terry <TQu eve d o@ m i a m i gov. co m> Subject: RE: PROCUREMENT INSURANCE REVIEW FOR PFM FINANCIAL ADVISORS LLC COI Hello Aileen, Please amend to include retroactive date in terms of the PL policy. The rest is fine. DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management (305) 416-174o Office (305) 416-176o Fax fgomez@miamigov.com "Serving, Enhancing, and Transforming our Community" `,� V From: Carbonell, Aileen <ACarboneII( miamii^ c m> Sent: Friday, May 13, 2022 2:18 PM V i� To: Quevedo, Terry <TQuevedoPmiaA o :- Iv Cc: Gomez Jr., Francisco (Frank) <F lad gvov.com> Subject: PROCUREMENT INSURA41, 1QEV R PFM FINANCIAL ADVISORS LLC COI Importance: High O Good afternoon, ` (l) Please review the insurance attached at your earliest convenience and advise if adequate according to insurance requirements contained therein. 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: PurchasingSupplierAdminsC1miamigov.com Website: https://beta.miamigov.com/Government/Departments- Organizations/Procurement DocuSign Envelope ID: B9A8460E-E488-4D19-9E3D-24E09351E653 "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 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. Olivera, Rosemary From: Gandarilla, Aimee Sent: Tuesday, May 24, 2022 2:18 PM To: Hannon, Todd Cc: Olivera, Rosemary; Lee, Denise; Cabrera, Paola Subject: Executed Supplemental Agreement PFM Financial Advisory Services matter 22-734 Attachments: Supplemental Agreement PFM Financial Advisory Services.pdf Good afternoon Todd: Please find attached the fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Thank you, a we candemn& Procurement Assistant City of Miami Department of Procurement 444 SW 2' Avenue, 6th floor, Miami, FL 33130 P (305) 416-1906 F(305) 400-5338 agandarilla@miamigov.com https://miamigov.com/Govern ment/Departments-Organizations/Procurement "Serving, Enhancing, and Transforming our Community" If you're not already a Vendor, click on or scan the QR Code to register as a new Vendor for the City of Miami. 1