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2000-23794 RESO Incomplete CITY OF MIAMI BEACH MEMORANDUM TO: Kevin Crowder FROM: Robert Parcher City Clerk fvCi u~ DATE: February 9, 2000 SUBJECT: Agreements Enclosed are three agreements with Jorden, Burt, Berenson, & Johnson LLP, for the signatures of the appropriate official and witnesses. After obtaining the applicable signature, please return the documents to the City Clerk's Office, to the attention of Mercy Williams. Subsequently, a fully executed copy will be forwarded to you for your files in addition to a copy of the resolution authorizing said agreements (Resolution No. 2000-23794, 2/9/2000, R-7-E). Thank RESOLUTION NO. 2000-23794 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, EXTENDING THE PROFESSIONAL SERVICES AGREEMENT FOR FEDERAL LEGISLATIVE SERVICES BETWEEN THE CITY AND THE FIRM OF JORDEN, BURT, BERENSON, AND JOHNSON LLP, IN THE TOTAL AMOUNT OF $90,000, TO PROVIDE GOVERNMENTAL REPRESENTATION AND CONSUL TING SERVICES IN WASHINGTON D.C. ON AN ON-GOING BASIS, FOR THE PERIOD FROM FEBRUARY 19,2000, THROUGH FEBRUARY 18, 2001; AND APPROVING AN INCREASE IN THE ANNUAL FEE FROM $81,588, TO $90,000, AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE ATTACHED NEW AGREEMENT, MEMORIALIZING SAID EXTENSION, TERM, AND FEE. WHEREAS, the City is desirous of obtaining lobbying and consulting services before Federal agencies located in Washington D.C. for the 2000/2001 Congressional Session; and WHEREAS,on October 9, 1996, the Mayor and City Commission awarded a Legislative Services Agreement to Jorden, Burt, Berenson, and Johnson LLP (collectively, the Consultant) for the term commencing on February 18, 1997, through February 19, 1999 (the Agreement), with a provision therein stating that the term ofthe Agreement could be extended by mutual agreement of the parties; and WHEREAS, on February 19, 1999, the Consultant and the City mutually agreed to extend the Agreement for the term commencing on February 19, 1999, through February 18,2000; and WHEREAS, the Agreement amount was increased on February 19, 1999, to a total of $81,588 for the term expiring on February 18,2000; and WHEREAS, the Consultant has performed very satisfactorily and has effectively produced results for the City by achieving desired legislation, and has assisted with the processing of significant grants; and WHEREAS, the City now wishes to extend the Agreement for one additional year, for the term commencing on February 19,2000, through February 18,2001; and WHEREAS, the City also now wishes to increase the annual fee, in the amount of $8,412, for a total of $90,000; and WHEREAS, the Administration would recommend that the Mayor and City Clerk be authorized to execute the attached new Agreement, memorializing the terms and conditions of said extention, term, and fee increase. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission herein approve an extension of the attached Professional Services Agreement for Federal Legislative Services with Jorden, Burt, Berenson, and Johnson LLP, in the total amount of $90,000, to provide governmental representation and consulting services in Washington D.C., on an on-going basis, for the period from February 19,2000, through February 18,2001, and approving an increase in the annual fee from $81,588 to $90,000. PASSED AND ADOPTED this 9th day of February , 2000. 1~R ATTEST: JILwY fiu(~ CITY CLERK APPROVED /IS TO FORM & LANGUAGE & FOR EXECUTION 1<<v~ih 1--/;:J(Or;/ CITY OF MIAMI BEACH CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 http:\\ci.miami-beach.f1.us TO: FROM: SUBJECT: COMMISSION MEMORANDUM NO. ~ 28-00 Mayor Neisen O. Kasdin and Members of the City Commission Lawrence A. Levy L~ City Manager 1\1 DATE: February 9, 2000 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, EXTENDING THE PROFESSIONAL SERVICES AGREEMENT FOR FEDERAL LEGISLATIVE SERVICES BETWEEN THE CITY AND THE FIRM OF JORDEN, BURT, BERENSON, AND JOHNSON LLP, IN THE TOTAL AMOUNT OF $90,000, TO PROVIDE GOVERNMENTAL REPRESENTATION AND CONSULTING SERVICES IN WASHINGTON D.C. ON AN ON-GOING BASIS, FOR THE PERIOD FROM FEBRUARY 19, 2000, THROUGH FEBRUARY 18, 2001; AND APPROVING AN INCREASE IN THE ANNUAL FEE FROM $81,588, TO $90,000, AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE ATTACHED NEW AGREEMENT, MEMORIALIZING SAID EXTENSION, TERM, AND FEE. RECOMMENDATION: Adopt the Resolution. FUNDING: Funding for the current contract amount of $81,588 is included in the General Fund Citywide Account. The recommended increase is $8,412. The portion of this increase that will impact the FY 1999/2000 budget is $5,608 and is available in Community/Economic Development Account No. 011.0530.000312. ANAL YSIS: On November 8, 1996, the City issued Request for Proposals No. 13-96/97, in order to provide governmental representation and consulting services in Washington, D.C. On December 19, 1996, a Selection Committee comprised ofthe City Attorney, Deputy City Manager, and representatives from the Office of the Mayor and City Commission, the Miami Beach Chamber of Commerce, and a citizen-at-large from the City, convened to review all proposals submitted in response to the RFP, with ten (10) proposals evaluated for compliance with submission requirements, documentation of qualifications, and experience and capability to provide the necessary services. At its regular meeting on January 22, 1997, the Mayor and City Commission accepted the recommendations of the Selection Committee, finding the firm of Jorden, Burt, Berenson and Johnson LLP to be the top- AGENDA ITEM RiE 2-9-00 DATE ranked proposer. The Administration and City Attorney's Office negotiated the attached Professional Services Agreement to provide governmental representation and consulting services in Washington, D.C., said Agreement having an initial two (2) year term, with an option to renew for an additional year at the City's discretion. This memorandum recommends extending the Agreement for an additional year from February 19,2000 through February 18,2001. An accompanying agenda item recommends that the Administration prepare a Request For Proposals for Federal legislative services for the following fiscal year. The Consultant has performed very satisfactorily over the last three years and has been able to effectively produce results for the City, by achieving desired legislation and assisting with the processing of significant grants. Also, the extension increases the amount of the Consultant's compensation by an additional 10% as a result of the successful results achieved to date. The Fiscal Year 99/00 Accomplishments and Outcomes for the City of Miami Beach is attached to this memorandum which lists examples of the Consultant's accomplishments. The Scope of Services remains the same during this extension period as delineated in the attached Professional Services Agreement. The Administration recommends that the City Commission adopt the attached resolution. · rJJL ~ LAL:cMc:RM:kc Fiscal Year 2000 Accomplishments and Outcomes for the City of Miami Beach, Florida Rev.1.18 }ORDENBURT 1025 THOMAS JEFFERSON STREET, N.W SUITE 400 EAsT WASHINGTON, D.C. 20007-0805 (202) 965-8100 TELECOPIER: (202) 965-8104 H.ITP://WWW.]ORDENUSA.COM January 18, 1999 777 BRICKELL AVENUE, SUITE 500 MIAMI, FLORIDA 33131-2803 (305) 371-2600 TELECOPIER: (305) 372-9928 MEMORANDUM TO: The Honorable Neisen Kasdin, Mayor & Members of the Miami Beach City Commission FROM: Marilyn Berry Thompson Rebecca Tidman F. Marion Turner Patricia Branch SUBJECT: Fiscal Year 2000 Accomplishments for the City of Miami Beach It gives us great pleasure and pride to present to the City of Miami Beach, Florida an outline of the federal relations activities undertaken on behalf ofthe City over the last twelve months. We are pleased to report a year of great success on the FY2000 Miami Beach Federal Agenda Specifically, we are proud to highlight the following accomplishments: ~ Beach Renourishment Funding: Obtained a specific earmark of $5 million in additional funds for the Miami Dade County/Miami Beach Renourishment Project. With the FY1998 and FY1999 appropriations of$6.2 million and $5.7 million, respectivelly. The total amount for beach renourishment for the last three years is approximately $20 million. ~ Electrowave Shuttle: Obtained an additional $750,000 specific earmark in the FY2000 Transportation Appropriations bill for the Electrowave Shuttle Project. This builds upon the successful appropriation and/or authorization of $1.75 million in FY1998-1999, for a total of $2.5 million. ~ Northshore Open Space/North Beaeh Recreation Corridor Initiative: For this project, we achieved success in two areas: JORDEN BURT BOROS CICCHETTI BERENSON & JOHNSON UP AFFILIATED COUNSEL: fONES & BWUCH LLP - WASHINGTON, D.C. FLEMING & PHILUPS - SAN FRANCISCO, CA (1) $250,000 specific earmark as an Economic Development Initiative; and (2) $1 million through special legislation preserving these funds for a Miami Beach Northern Area Economic Development Initiative. This outcome also includes expedited approval of a $4 million HUD Section 108 loan. ~ Miami Beach Trademark Amendment: Obtained legislative language, now enacted into law, that protects the City's local historic properties. ~ Coastal Erosion Initiative: Obtained statutory language in the Water Resources Development Act of 1999 designating the City of Miami Beach as an eligible site for an innovative erosion control demonstration project. ~ 21 sl Century Learnin~ Center/Biscayne Elementary: Listed in the Senate FY2000 Labor/HHS/Education Appropriations bill. ~ Miami Beach Re~ional Librarv: Listed in the Senate FY2000 Labor/HHS/Education Appropriations bill. ~ Local Law Enforcement Block Grant: We have been successful again this year in retaining $523 million for the Local Law Enforcement Block Grant, despite the continued Administration's efforts to terminate the program. The LLBG is the only Federal formula block grant that goes directly to local governments. Since FY1996 when the block grant was created, the City of Miami Beach has received $1.8 billion and can expect another $400,000 to $500,000 in FY2000. SUMMARY Overall, these federal initiatives over the FY1998-2000 period total almost $30 million (including prior FEMA-related savings of $300,000+ and the Indian Creek appropriation of $1.35 million) in dedicated funding for City of Miami Beach priorities. These outcomes were not accomplished without strong and active support from the Florida Congressional Delegation. Members of the delegation testified personally before both authorization and appropriation committees on your behalf on several occasions this year. They submitted formal "request letters" to the appropriate Congressional leadership; they organized a series of meetings with both executive agencies, committee members and staff to advance your agenda; and engaged in extensive member-to-member lobbying sessions to secure these City- specific appropriations. Again, we are excited to report on the great progress we have made - and in those areas where our goals have not been completely met as of yet, we certainly look forward to reopening these issues during the Second Session of the 106th Congress. Attached you will find a detailed overview of al of the federal relations activities undertaken on the City's behalf by the Miami Beach's Washington office in conjunction with Miami Beach City officials, departments, and the Florida Congressional Delegation. The report will be divided into the following sections: " EXECUTIVE SUMMARY OF FEDERAL RELATIONS OUTCOMES FOR 1997-1999 PERIOD The following issues were priority objectives for the City of Miami Beach on which there has been significant progress and success over the 1997-1999 period, and in which the JordenBurt firm played key roles, with the active support and participation of City officials and the support of the Florida Congressional delegation. Please note that these are highlights, and that detailed reports on all federal relations services, including an intensive federal grant development program, and legislative outcomes have been prepared and submitted to the City annually, and are available for more detailed information and review. This executive summary highlights approximately $30 million in successful outcomes over this period and several critical authorization/legislative victories of which the City can be proud. o BEACH NOURISHMENT Over the Federal FYI 998-FY2000 period, the City has played a leadership role in advocating and moving forward over $20 million in appropriations for the Army Corps of Engineers beach nourishment project. This includes appropriations of $5-9+ million on an annual basis for the last several years, when many other county/Florida coastal projects went unfunded. o ELECTROW AVE SHUT1LE AND INTERMODAL COMPLEX During this same time frame, the City has secured $2.5 million in additional funds for this project, including (1) a critically important TEA-2I-based authorization for the project for $1.5 million; (2) FY1999 and FY2000 appropriations implementing that authorization; (3) an additional $1 million appropriation for the intermodal facility. In addition, the City and its representatives played an active and key role in the reauthorization ofISTEA, i.e., TEA-21, and the Transportation Enhancement Grants Program which provides the City with a key source of support for local initiatives. o BRIDGE AND WATERWAY RESTORATIONIREHABILITATION The City bas also secured $1.35 million for this initiative, through the securing of an important authorization for the project in TEA-21. o NORTH SHORE/OPEN SPACE pARK AND RELATED COMMUNITY AND ECONOMIC DEVELOPMENT FACILITIES, $1.25 MaLlON The City has secured two key HOD appropriations victories -- a $250,000 outright appropriation for the North Shore/Open Space Park area, and a special $1 million Congressional legislative provision that preserved a HUD Economic Development Initiative Grant, anchored by and facilitating a $4 million Section 10810an guarantee for this overall targeted area, including the Youth Center, and surrounding community development and economic development activities. o TRADEMARK LEGISLATION Certainly, one of the City's major achievements over this past year was its leadership role in securing unique national legislation protecting historic Beach landmark properties. While it may be difficult to to assign a specific dollar value to this effort, this was a major victory for the City with significant historical and economic development value. o FEDERAL DISASTER ASSISTANCE FUNDING A successful effort was led to resolve a longstanding issue with FEMA and to secure approximately $300,000 in FEMA reimbursements for costs incurred by the City during Humcane Andrew. o CRIMINAL JUSTICE FUNDING Another effort where a particularly strong role was played by the City and its representatives has been in the successful effort to defeat Administration and selective Congressional efforts not to create and then fund a new Local Law Enforcement Block Grant Program. Working with key sponsors supporting our position, we participated in the organization of the coalition to secure this program, and annually to preserve its funding which is challenged each year. To date, the Local Law Enforcement Block Grant has garnered approximately $2.2 million in funding support for City specific initiatives, beyond the support received from the Community Oriented Policing hiring, non-hiring! technology programs on which we also focus. We continue to seek target legislative funding for Miami Beach specific projects through the FY2001 appropriations process. o HOOPER DREDGE INTERRUPTION ISSUE We were also able to intervene successfully for the City when the EP A and Department of Interior attempted to implement Hopper Dredge activities critical to the Army Corps of Engineers beach nourislunent project. We were able to secure -- through Congressional delegation action -- a ruling which separated the Dade County project from the broad interruption along the Southeast U.S. coast because of concern over the viability and mortality ofloggerhead turtles. o IMMIGRATION LEGISLATION Also of particular note, is the successful effort made by the City and its representatives to secure critical protections for Miami. Beach disabled and elderly non-citizen immigrants in federal inunigration and welfare benefits related legislation, so that they could continue to receive critical support. PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND JORDEN, BURT, BERENSON & JOHNSON LLP FOR THE PROVISION OF GOVERNMENTAL REPRESENT A TION AND CONSULTING SERVICES IN WASHINGTON, D.C. THIS AGREEMENT made this _ day of , 2000 by and between the CITY OF MIAMI BEACH, FLORIDA (City), which term shall include its officials, successors, legal representatives, and assigns, and JORDEN, BURT, BERENSON & JOHNSON, LLP, a law firm organized as a limited liability partnership (Consultant). ~ SECTION 1 DEFINITIONS Agreement: This written Agreement between the City and the Consultant. City Manager: "City Manager" means the Chief Administrative officer of the City. Consultant: For the purposes of this Agreement, Consultant shall be deemed to be an independent contractor, and not an agent or employee of the City. When the term "Consultant" is used in this Agreement, it shall be deemed to include any sub-consultants and any other person or entity acting under the direction or control of Consultant. 252 Final Acceptance: "Final Acceptance" means notice from the City to the Consultant that the Consultant's Services are complete as provided in Section 2 of this Agreement. Fixed Fee: Fixed amount paid to the Consultant to allow for its costs and margin of profit. Project Coordinator: An individual designated by the City to coordinate, direct and review on behalf of the City all technical matters involved in the Scope of Work and Services. Proposal Documents: Proposal Documents shall mean the a) Request for Proposals No. 13- 96/97 for Providing Governmental Representation and Consulting 'Services in Washington, D.C., issued by the City, in contemplation of this Agreement, together with all Amendments thereto (if applicable); and b) the Consultant's proposal and response thereto (Proposal), which IS incorporated by reference in this Agreement and made a part hereof. Risk Manager: The Risk Management Department of the City, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139. Services: All services, work and actions by the Consultant performed pursuant to or undertaken under this Agreement described in Section 2. 253 Termination: Termination of Consultant Services as provided in Section 4.9 of this Agreement. Task: A discrete portion of the Scope of Services to be accomplished by the Consultant, as described in Section 2 below, if directed and authorized. SECTION 2 SCOPE OF WORK AND SERVICES PROVIDED The scope of work to be performed by the Consultant is generally set forth in Exhibit "A," entitled "Scope of Services," and shall also include those services set forth in the Proposal Documents (collectively, the Services). SECTION 3 COMPENSATION 3.1 FIXED FEE Consultant shall be compensated for providing the Services (as set forth in Exhibit "A" and the Proposal Documents), on a fixed fee basis, not to exceed Eighty Two Thousand and 00/1 00 dollars ($82,000), for each one year period of the term set forth in the Agreement. 3.2 METHOD OF PAYMENT Payment shall be made to the Consultant on a monthly basis, pursuant to invoices submitted, by the Consultant which detail percentage or portion of completion of the Services. 254 Invoices shall be accompanied by a narrative progress report which supports the invoices, and shall contain a statement that the terms set forth therein are true and correct and in accordance with the Agreement. Payment of such invoices, if deemed acceptable and satisfactory to the City, shall be made within fifteen (15) days of receipt by City. 3.3 REIMBURSABLE EXPENSES Reimbursable Expenses are in addition to the compensation for the Services and include actual expenditures made by the Consultant and its employees and sub-consultants in furtherance of the Services contemplated in the Agreement. Reimbursable Expenses shall include, but not be limited to, the following: a. Expenses such as pre-approved travel, long distance telephone, delivery and messenger services, and incidentals and other costs associated with performing the Services shall not exceed an aggregate amount of $5,000 per one-year term under the Agreement. (Airfare shall be the most economical rates available at the time; hotel and meal expenses shall be in accordance with Runzheimer's rates; expenseds shall be prorated according to percentage of representation for the City in rHation to other clients); b. Other out-of-pocket expenses shall be reimbursed up to an aggregate amount not to exceed $3,000 per one-year term under the Agreement. The mroomum allowance for Reimbursable Expenses is established as a condition to this Agreement, and is set forth above. Invoices or vouchers for Reimbursable Expenses shall be submitted along with supporting receipts, and other back-up material reasonably requested by the City, and the Consultant shall certify as to each such invoice that the amounts and items claimed as reimbursable are "true and correct and in accordance with the Agreement." 255 4.1 SECTION 4 GENERAL PROVISIONS RESPONSIBILITY OF THE CONSULTANT With respect to the performance of the Services, the Consultant shall exercise that degree of skill, care, efficiency and diligence normally exercised by recognized professionals with respect to the performance of comparable Services. In its performance of the Services, the Consultant shall comply with all applicable laws and ordinances, including but not limited to applicable regulations of the City, County, State, Federal Government, and ADA, EEO Regulations and Guidelines .. 4.2 PUBLIC ENTITY CRIMES State of Florida Form PUR 7068, Sworn Statement under Section 287. 133(3)(a) Florida Statute on Public Entity Crimes shall be filed by Consultant. 4.3 PROJECT MANAGEMENT The ConsultaiU shall appoint a qualified individual acceptable to the City to serve as Project Manager to oversee the Services and who shall be fully responsible for the day-to-day activities under this Agreement and shall serve as the primary contact for the City's Project Coordinator. 4.4 TERM OF AGREEMENT The term of this Agreement shall be for a period of one (I) year from the date of approval of this Agreement by the Mayor and City Commission. 256 4.5 O\VNERSHIP OF DOCUMENTS AND EQUIPMENT All documents prepared by the Consultant pursuant to this Agreement are related exclusively to the Services, and are intended or represented for ownership by the City. Any reuse shall require the prior written approval of the City. 4.6 INDEMNIFICA TION Consultant agrees to indemnify and hold harmless the City of Miami Beach and its officers, employees and agents, from and against any and all actions, claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees, for personaL economic or bodily injury, wrongful death, loss of or damage to property, in law or in equity, which may arise or be .. alleged to have arisen from the negligent acts, errors, omissions or other wrongful conduct of the Consultant, its employees, agents, sub-consultants, or any other person or entity acting under Consultant's control, in connection with the Consultant's performance of the Services pursuant to this Agreement; and, to that extent, the Consultant shall pay all such claims and losses and shall pay all such co~ts and judgments which may issue from any lawsuit arising from such claims and losses, and shall pay all costs and attorney's fees expended by the City in the defense of such claims and losses, including appeals. The parties agree that one percent (1 %) of the total Compensation to the Consultant for performance of this Agreement is the specific consideration from the City to the Consultant for the Consultant's Indemnity Agreement. The Consultant's obligation under this Section shall not include the obligation to indemnify the City of Miami Beach and its officers, employees and agents, from and against any actions or claims which arise or are alleged to have arisen from negligent acts or omissions or other wrongful conduct of the City and its officers, employees and agents. The parties each 257 agree to give the other party prompt notice of any claim coming to its knowledge that in any way directly or indirectly affects the other party. 4.7 INSURANCE REQUIREMENTS The Consultant shall not commence any work pursuant to this Agreement until all insurance required under this Section has been obtained and certified copies of such insurance have been filed with and approved by the City's Risk Management Department. The Consultant shall maintain and carry in full force and effect during the term of this Agreement the following msurance: 1. Consultant General Liability in the amount of $1 ,000,000.00 Workers Compensation & Employers Liability as required pursuant to Florida Statutes. Thirty (30) days' written notice of cancellation or substantial modification in any required insurance coverage must be given to the City's Risk Management Department by the Consultant and its insurance company. Original certificates of insurance for the above coverage must be submitted to the City's Risk Management Department for approval prior to any work commencmg. These certificates will be kept on file in the Risk Management Department, 3rd Floor, City Hall. The Consultant is responsible for obtaining and submitting all msurance certificates for its sub-consultants. All insurance policies must be issued by companies authorized to do business under the laws of the State of Florida. The companies must be rated no less than "8+" as to management and not less than "Class VI" as to strength by the latest .. 2. 3. 4. 5. 6. 258 edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick. New Jersey, or its equivalent, subject to the approval of the City's Risk Management Department. Compliance with the foregoing requirements shall not relieve the Consultant of the liabilities and obligations under this Section or under any other portion of this Agreement, and the City shall have the right to obtain from the Consultant specimen copies of the insurance policies in the event that the submitted certificates of insurance are inadequate to ascertain compliance with required coverage. 4.7.1 Endorsements .. All of Consultant's certificates, as required above, shall contain endorsements providing that written notice shall be given to the City at least thirty (30) days prior to termination, cancellation or reduction in coverage in the policy. 4.7.2 Certificates Unless directec1 by the City otherwise, the Consultant shall not commence the Services until the City has received and approved, in writing, certificates of insurance showing that the requirements of this section (in its entirety) have been met and provided for. 4.8 TERMINATION. SUSPENSION AND SANCTIONS 4.8.1 Termination for Cause If through any cause within the reasonable control of the Consultant, the Consultant shall fail to fulfill in a timely manner, or otherwise violates any of the covenants, agreements, or stipulations material to this Agreement, the City shall thereupon have the right to terminate the Services then remaining to be performed. Prior to exercising its option to terminate for cause, the City shall notifY the Consultant of its violation of the particular terms of this Agreement and 259 shall grant Consultant fifteen (15) days to cure such default. If such default remains uncured after fifteen (15) days. the City, may terminate this Agreement by giving written notice to the Consultant of such termination, which shall become effective upon receipt by Consultant of the written termination notice. In that event, all finished and unfinished documents, data, studies, surveys, drawings, maps, models, photographs, reports and other work products prepared by the Consultant and its subcontractors shall be properly delivered to the City and the City shall compensate the Consultant in accordance with Section 3 for all Services performed by the Consultant prior to Termination. .. Notwithstanding the above, the Consultant shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of the Agreement by the Consultant, and the City may reasonably withhold payments to the Consultant for the purposes of set-off until such time as the exact amount of damages due the City from the Consultant is determined. 4.8.2 Termination for Convenience of City The City may, without cause and fror its convenience, terminate the Services then remaining to be performed at any time by giving written notice to Consultant of such termination, which shall become effective upon receipt by Consultant of the written termination notice. In that event, all finished or unfinished documents and other materials, as described in Section 2, shall be properly delivered to the City. If the Agreement is terminated by the City as provided in this Section, the City shall compensate the Consultant for all Services actually performed by the Consultant and reasonable direct costs of Consultant for assembling and delivering to City all documents. Such payments shall be the total extent of the City's liability to the Consultant upon a Termination for Convenience as provided for in this Section. 260 4.8.3 Termination for Insolvencv The City also reserves the right to terminate the remaining Services to be performed in the event the Consultant is placed either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of creditors. In such event, the right and obligations of the parties shall be the same as provided for in Section 4.8.2. 4.8.4 Sanctions for Noncompliance with Nondiscrimination Provisions In the event of the Consultant's noncompliance with the nondiscrimination provisions of this Agreement, the City shall impose such sanctions as the City or the State of Florida may determine to be appropriate including, but not limited to, withholding of payments to the .. Consultant under the Agreement until the Consultant complies and/or cancellation, termination or suspension of the Services. In the event the City cancels or terminates the Services pursuant to this Section the rights and obligations of the parties shall be the same as provided in Section 4.8.2. 4.8.5 Chanees and Additions Any such change by City shall be directed by a written Notice to and signed by the duly authorized representatives of the Consultant. Said Notices shall provide an equitable adjustment in the time of performance, a reallocation of the task budget and, if applicable, any provision of this Agreement which is affected by said Notice. The City shall not reimburse the Consultant for the cost of preparing Agreement change documents, written Notices to Proceed, or other documentation in this regard. 4.9 ASSIGNMENT, TRANSFER OR SUBCONTRACTING The Consultant shall not subcontract, assign, or transfer any work under this Agreement without the prior written consent of the City. When applicable, and upon receipt of such consent 261 in writing, the Consultant shall cause the names of the consulting firms responsible for the major portion of each separate specialty of the Services to be inserted into the pertinent documents or data. The Consultant shall include in such sub-contracts the appropriate versions of the Sections of this Agreement as are necessary to carry out the intent of this Agreement, as instructed by the City. 4.10 SUB-CONSUL T ANTS The Consultant shall be liable for all sub-consultants' servIces, responsibilities and liabilities under this Agreement and the services, responsibilities and liabilities of sub- consultants, and any other person or entity acting under the direction or control of the .. Consultant. When the term "Consultant" is used in this Agreement, it shall be deemed to include any sub-consultants and any other person or entity acting under the direction or control of Consultant. 4.11 EQUAL EMPLOYMENT OPPORTUNITY/ADA NON- DISCRIMINATION POLICY In connection with the performance of this Agreement, the Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, sex, age, national origin, place of birth, marital status, or physical handicap. The Consultant shall take affirmative action to ensure that applicants are employed and that employees are treated during their employment without regard to their race, color, religion, ancestry, sex, age, national origin, place of birth, marital status, disability or sexual orientation. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or termination; recruitment or recruitment advertising; layoff or termination; rates of pay, or other forms of compensation; and selection for training, including apprenticeship. 262 Consultant agrees to adhere to and be governed by all applicable requirements of the ,- laws listed below including, but not limited to, those provisions pertaining to employment, provision of programs and services, transportation, communications, access to facilities, renovations, and new construction. The Americans with Disabilities Act of 1990 (ADA): Pub. L. 101- 336, 104 Stat 327, 42 U.S.c. 12101-12213 and 547 U.S.C. Sections 225 and 611 including Title L Employment; Title II, Public Services; Title III, Public Accommodations and Services Operated by Private Entities; Title IV, Telecommunications; and Title V, Miscellaneous Provisions. The Rehabilitation Act of 1973: 29 U.S.C. Section 794. The Federal Transit Act, as amended: 49 U.S.C. Sections 1612. '.. The Fair Housing Act as amended: 42 U.S.C. Section 3601-3631. Consultant must complete and submit the City's Disability Non-Discrimination Affidavit (Affidavit). In the event Consultant fails to execute the City's Affidavit, or is found to be in noncompliance with the provisions of the Affidavit, the City may impose such sanctions as it . may determine to be appropriate, including but not limited to, withholding of payments to Consultant under the Agreement until compliance and/or cancellation, termination or suspension of the Agreement. In the event the City cancels or terminates the Agreement pursuant to this Section, Consultant shall not be relieved of liability to the City for damages sustained by the City by virtue of Consultant's breach of the Agreement. 4.12 CONFLICT OF INTEREST The Consultant agrees to adhere to and be governed by the Miami-Dade County Conflict of Interest Ordinance (No. 72-82), as amended; and by the City of Miami Beach Charter and Code, which are incorporated by reference herein as if fully set forth herein, in connection with the contract conditions hereunder. 263 The Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirectly which should conflict in any manner or degree with the performance of the Services. The Consultant further covenants that in the performance of this Agreement, no person having any such interest shall knowingly be employed by the Consultant. No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefits arising therefrom. 4.13 PATENT RIGHTS; COPYRIGHTS; CONFIDENTIAL FINDINGS Any patentable result arising out of this Agreement, as well as all information, design specifications, processes, data and findings, shall be made available to the City for public use. No reports, other documents, articles or devices produces in whole or in part under this Agreement shall be the subject of any application for copyright or patent by or on behalf of the Consultant or its employees or subcontractors. 4.14 NOTICES All communications relating to the day-to-day activities shall be exchanges between the Project Manager appointed by Consultant and the Project Coordinator designated by the City. The Consultant's Project Manager and the City's Project Coordinator shall be designated promptly upon commencement of the Services. All other notices and communications in writing required or permitted hereunder may be delivered personally to the representatives of the Consultant and the City listed below or may be mailed by registered mail, postage prepaid, (or airmailed if addressed to an address outside the city of dispatch). Until changed by notice in writing, all sQch notices and communications shall be addressed as follows: 264 TO CONSULTANT: Jorden, Burt, Berenson & Johnson, LLP Attn: Marilyn A. Berry Thompson 1025 Thomas Jefferson Street, N.W. Washington, D.C. 20007-0805 (202) 965-8100 TO CITY: Office of the City Manager Attn: Christina M. Cuervo, Asst. City Manager 1700 Convention Center Drive Miami Beach, FL 33139 (305) 673-7010 WITH COPIES TO: Office of the City Attorney Attn: Murray H. Dubbin, City Attorney City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 (305) 673-7470 .. Community/Economic Development Department Attn: Randy Marks/Kevin Crowder 1700 Convention Center Drive Miami Beach, FL 33139 (305) 673-7193 Notices hereunder shall be effective: . If delivered personally, on delivery; if mailed to an address in the city of dispatch, on the day following the date mailed; and if mailed to an address outside the city of dispatch on the seventh day following the date mailed. 4.15 ENTIRETY OF AGREEMENT This writing and the Scope of Services embody the entire Agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written with reference to the subject matter hereof that are not merged herein and superseded hereby. The Scope of Services are hereby incorporated by reference into this Agreement to the extent that the tenns and conditions contained in the Scope of Services are consistent with the 265 Agreement. To the extent that any term in the Scope of Services is inconsistent with this Agreement, this Agreement shall prevail. No alteration, change, or modification of the terms of this Agreement shall be valid unless amended in writing, signed by both parties hereto, and approved by the Mayor and City Commission of the City of Miami Beach. 4.16 LIMITATION OF CITY'S LIABILITY The City desires to enter into this Agreement only if in so doing the City can place a limit on the City's liability for any cause of action for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds the sum of , $10,000.00. Consultant hereby expresses its willingness to enter into this Agreement with Consultant's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of$IO,OOO.OO. Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant hereby agrees that the City shall not be liable to the Consultant for damages in an amount in excess of $1 0,000.00, for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this paragraph or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed on the City's liability as set forth in Section 768.28, Florida Statutes. 4.17 VENUE This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to 'the enforcement of any or all of the terms or 266 conditions herein, exclusive venue for the enforcement of same shaUlie in Miami-Dade County, Florida. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first entered above. FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: By: City Clerk By: Mayor FOR CONSULTANT: JORDEN, BURT, BERENSON & JOHNSON LLP By: Witness Print Name Print Name / Title Witness APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION Print Name .1g ",a-- 1/r/(};J n'y . ey Den. 267 It ~~~!:! ~1li~!~! ~ ~ m~: ff~~:j: o..~'?:~~"'-:~~ ';""""""""""""""""""".'."."--'- """"'..............-.-.. -- -~--------- _ _ _ un__-_-_ ~rr~~}~~trg:1g~~~:_~:~=~~~~~:~~~~:~i~!;.}~C>..~~~-"'.~.~iJ:b=~;;;;;~.2~~.=~I!2~;;;:2.~:~~~;~~ _ _ ~~~~~-~~~~-~~~;;~~_3~~2~}~;~::~::~o_;;;,_o_ooo-----,-~-__ o____.._--"'"._~___"'____ - --- ~. .-. ,.. .-. '.-. .-.. ......... _______"0-;._______________ - --- ----- --- - -- -------------