97-22298 RESO
RESOLUTION NO.
97-22298
A RESOLUTION OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING
AND AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE A PROFESSIONAL SERVICES AGREEMENT
WITH THE FIRM OF JORDEN, BURT, BERENSON, AND
JOHNSON LLP, AS THE TOP RANKED PROPOSER IN
RESPONSE TO RFP NO. 13-96/97 TO PROVIDE
GOVERNMENTAL REPRESENT A TION AND CONSULTING
SERVICES IN WASHINGTON, D.C.
WHEREAS, on November 8, 1996, the City issued Request for Proposals No. 13-96/97, fIr
providing governmental representation and consulting services in Washington, D.C.(RFP); ard
WHEREAS, the RFP was requested and issued to twenty-one (21) firms, resulting ir te 11
(10) responses; and
WHEREAS, on December 19, 1996, a Selection Committee comprised of the (:i1 y
Attorney, Deputy City Manager, and representatives from the Office of the Mayor and Ci1 y
Commission, the Chamber of Commerce, and a citizen-at-Iarge from the City, convened to re,ie'v
all proposals submitted in response to the RFP,with each of the ten (10) proposals evaluatec f( r
compliance with submission requirements, documentation of qualifications, and experience an j
capability to provide the necessary services; and
WHEREAS, at its regular meeting on January 22, 1997, the Mayor and City Commis:;io 1
accepted the recommendations of the Selection Committee, finding the firm of Jorden, Bur,
Berenson and Johnson LLP (firm) to be the top-ranked proposer, and authorizing the Administratio 1
and City Attorney's Office to enter into negotiations with respect to the terms of an Agreement wit 1
said firm; and
WHEREAS, the Administration and City Attorney's Office have negotiated the attache 1
Professional Services Agreement to provide governmental representation and consulting servce;
in Washington D.C., said Agreement having an initial two (2) year term, with an option to renev. fc r
one additional year at the City's discretion, at an annual fee of $70,000 per year, plus a maxirrur l
of $8,000 per year for reimbursable expenses.
NOW, THEREFORE, BE IT DUL Y RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and Cit:,
Commission herein approve and authorize the Mayor and City Clerk to execute the attache:l
Professional Services Agreement with the firm of Jorden, Burt, Berenson, and Johnson LLP, a5 th~
top ranked proposer in response to RFP No. 13-96/97 to provide governmental representation ani
consulting services in Washington, D.C..
PASSED AND ADOPTED this 19t1rlay of Fe ruary , 1997.
'-,..-..
ATTEST:
R6~r rCUC~
CITY CLERK
F:IA TTOIAG U R\RESOLUTN\JORDEN BT .svs
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
. //C~ ~~/
; II, . t /4
/,/ I I ~~,: .)
D~' I
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH, FLORIDA
AND JORDEN, BURT, BERENSON & JOHNSON LLP
FOR THE PROVISION OF GOVERNMENTAL REPRESENTATION AND CONSULTI~,JC
SERVICES IN WASHINGTON, D.C.
THIS AGREEMENT made this 19th day of February , 1997 by and between the ell Y
OF MIAMI BEACH, FLORIDA (City), which term shall include its officials, successors, I~g II
representatives, and assigns, and JORDEN, BURT, BERENSON & JOHNSON, LLP, a law finn
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 b ~
an independent contractor, and not an agent or employee of the City,
When the term "Consultant" is used in this Agreement, it shall b~
deemed to include any sub-consultants and any other person or elltiy
acting under the direction or control of Consultant.
Final Acceptance: "Final Acceptance" means notice from the City to the Consultant tha tre
Consultant's Services are complete as provided in Section 2 of th s
Agreement.
Fixed Fee:
Fixed amount paid to the Consultant to allow for its costs and margin uf
profit.
Project
Coordinator:
An individual designated by the City to coordinate, direct and revievl 01
behalf of the City all technical matters involved in the Scope of \1\'01 <
and Services.
Proposal
Documents:
Proposal Documents shall mean the a) Request for Proposals No. L-
96/97 for Providing Governmental Representation and Consul tin.~
Services in Washington, D.C., issued by the City, in contemplation (f
this Agreement, together with all Amendments thereto (if applicable;
and b) the Consultant's proposal and response thereto (Proposal), whic 1
is incorporated by reference in this Agreement and made a part hen~o.
Risk Manager:
The Risk Manager of the City, with offices at 1700 Convention Cent€'r
Drive, Third Floor, Miami Beach, Florida 33139.
-2-
Services:
All services, work and actions by the Consultant performed pursuant to
or undertaken under this Agreement described in Section 2.
Termination:
Termination of Consultant Services as provided in Section 4.9 of th s
Agreement.
Task:
A discrete portion of the Scope of Services to be accomplished by tr'e
Consultant, as described in Section 2 below, if directed and authori;~e( I.
SECTION 2
SCOPE OF WORK AND SERVICES REQUIRED
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 PropJSi 11
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 Seventy Thousand an J
00/100 Dollars ($70,000), 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 involce~
-3-
submitted by the Consultant which detail percentage or portion of completion of the Service;.
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 accord an< e
with the Agreement. Payment of such invoices, if deemed acceptable and satisfactory to t~e
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 ard
include actual expenditures made by the Consultant and its employees and sub-consultan:s
in furtherance of the Services contemplated in the Agreement. Reimbursable Expenses ~,hc II
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; expenses shall be prorated according to
percentage of representation for the City in relation 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 maximum allowance for Reimbursable Expenses is established as a condition to th s
Agreement, and is set forth above. Invoices or vouchers for Reimbursable Expenses shall t e
submitted along with supporting receipts, and other back-up material reasonably reque;tE::J
by the City, and the Consultant shall certify as to each such invoice that the amounts and iten s
claimed as reimbursable are "true and correct and in accordance with the Agreement."
-4-
4.1
SECTION 4
GENERAL PROVISIONS
RESPONSIBILITY OF THE CONSULTANT
With respect to the performance of the Services, the Consultant shall exercise th,lt
degree of skill, care, efficiency and diligence normally exercised by recognized professiona s
with respect to the performance of comparable Services. In its performance of the Service;,
the Consultant shall comply with all applicable laws and ordinances, including but not limitE d
to appl icable regulations of the City, County, State, Federal Government, and ADA, EE')
Regulations and Guidelines.
4.2
PUBLIC ENTITY CRIMES
State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a) Fie ri< a
Statute on Public Entity Crimes shall be filed by Consultant.
4.3
PROIECT MANAGEMENT
The Consultant shall appoint a qualified individual acceptable to the City to ser\'e illS
Project Manager to oversee the Services and who shall be fully responsible for the day-to.de y
activities under this Agreement and shall serve as the primary contact for the City's Proje:t
Coordinator.
4.4
TERM OF AGREEMENT
The term of this Agreement shall be for a period of two (2) years from the date nf
approval of this Agreement by the Mayor and City Commission. At its sole option and
discretion, the City may extend this Agreement for an additional one (1) year term.
-5-
4.5
OWNERSHIP OF DOCUMENTS AND EQUIPMENT
All documents prepared by the Consultant pursuant to this Agreement are relate::J
exclusively to the Services, and are intended or represented for ownership by the City. t\n y
reuse shall require the prior written approval of the City.
4.6
IN DEMN I FICA TION
Consultant agrees to indemnify and hold harmless the City of Miami Beach and i s
officers, employees and agents, from and against any and all actions, claims, liabilities, Im,sei,
and expenses, including, but not limited to, attorneys' fees, for personal, economic or bcdi y
injury, wrongful death, loss of or damage to property, in law or in equity, which may arise (Ir
be alleged to have arisen from the negligent acts, errors, omissions or other wrongful condu:t
of the Consultant, its employees, agents, sub-consultants, or any other person or entity actir g
under Consultant's control, in connection with the Consultant's performance of the Servio "s
pursuant to this Agreement; and, to that extent, the Consultant shall pay all such claims ard
losses and shall pay all such costs and judgments which may issue from any lawsuit arisir g
from such claims and losses, and shall pay all costs and attorney's fees expended by theG y
in the defense of such claims and losses, including appeals. The parties agree that one per:ellt
(1 %) of the total Compensation to the Consultant for performance of this Agreement is t~e
specific consideration from the City to the Consultant for the Consultant's Indemnil y
Agreement.
The Consultant's obligation under this Section shall not include the obligation 1)
indemnify the City of Miami Beach and its officers, employees and agents, from and age in,t
any actions or claims which arise or are alleged to have arisen from negligent act; (,r
omissions or other wrongful conduct of the City and its officers, employees and agents. Th e
-6-
parties each agree to give the other party prompt notice of any claim coming to its knowlE'dFe
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 Manager. The Consultant shall maintalln
and carry in full force and effect during the term of this Agreement the following insurallo~:
1. Consultant General Liability in the amount of $1,000,000.00.
2. Workers Compensation & Employers Liability as required pursuant to Florida Statutei.
3. Thirty (30) days' written notice of cancellation or substantial modification in ar y
required insurance coverage must be given to the City's Risk Manager by t~ e
Consultant and its insurance company.
4. Original certificates of insurance for the above coverage must be submitted to tre
City's Risk Manager for approval prior to any work commencing. These certificates will
be kept on file in the Office of the Risk Manager, 3rd Floor, City Hall.
5. The Consultant is responsible for obtaining and submitting all insurance certificate~; f( r
its sub-consu Itants.
6. All insurance policies must be issued by companies authorized to do business undE r
the laws of the State of Florida. The companies must be rated no less than "B +" a; t)
management and not less than "Class VI" as to strength by the latest edition of Best's Insuranc~
Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject t)
the approval of the City's Risk Manager.
Compliance with the foregoing requirements shall not relieve the Consultant of th~
-7-
liabilities and obligations under this Section or under any other portion of this Agreement, ard
the City shall have the right to obtain from the Consultant specimen copies of the insuran< e
policies in the event that submitted certificates of insurance are inadequate to ascertailn
compliance with required coverage.
4.7.1 Endorsements
All of Consultant's certificates, as required above, shall contain endorsements providir g
that written notice shall be given to the City at least thirty (30) days prior to terminatioll,
cancellation or reduction in coverage in the policy.
4.7.2 Certificates
Unless directed by the City otherwise, the Consultant shall not commence the Sen. io~s
until the City has received and approved, in writing, certificates of insurance showing tha: t~ e
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 Consultallt
shall fail to fulfill in a timely manner, or otherwise violates any of the covenants, agreemE~nt i,
or stipulations material to this Agreement, the City shall thereupon have the right to termila e
the Services then remaining to be performed. Prior to exercising its option to terminate fClr
cause, the City shall notify the Consultant of its violation of the particular terms of th s
Agreement and shall grant Consultant fifteen (15) days to cure such default. If such de1au It
remains uncured after fifteen (15) days, the City, may terminate this Agreement by gi'fir g
written notice to the Consultant of such termination, which shall become effective UpOl
receipt by Consultant of the written termination notice.
-8-
In that event, all finished and unfinished documents, data, studies, surveys, drawing;,
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 t~e
Consultant in accordance with Section 3 for all Services performed by the Consultant prior 1!0
Termination.
Notwithstanding the above, the Consultant shall not be relieved of liability to the Ci y
for damages sustained by the City by virtue of any breach of the Agreement by the Consull:art,
and the City may reasonably withhold payments to the Consultant for the purposes of SEt-( ff
unti I 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 for its convenience, terminate the Services ":hE n
remaining to be performed at any time by giving written notice to Consultant of !,U( h
termination, which shall become effective upon receipt by Consultant of the wr ttE n
termination notice. In that event, all finished or unfinished documents and other material;,
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 Consu talt
for all Services actually performed by the Consultant and reasonable direct costs of Consu Ita It
for assembling and delivering to City all documents. Such payments shall be the total e)ltent
of the City's liability to the Consultant upon a Termination for Convenience as provided for
in this Section.
4.8.3 Termination for Insolvency
-9-
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 cln
assignment for the benefit of creditors. In such event, the right and obligations of the partips
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 11. y
determine to be appropriate including, but not limited to, withholding of payments to t~ e
Consultant under the Agreement until the Consultant complies and/or cancellal io I,
termination or suspension of the Services. In the event the City cancels or terminates He
Services pursuant to this Section the rights and obi igations of the parties shall be the sarr e ,ItS
provided in Section 4.8.2.
4.8.5 Changes and Additions
Any such change by City shall be directed by a written Notice to and signed by t~ e
duly authorized representatives of the Consultant. Said Notices shall provide an equit:tb e
adjustment in the time of performance, a reallocation of the task budget and, if appl icable, ar y
provision of this Agreement which is affected by said Notice. The City shall not reimbursE~ t~ e
Consultant for the cost of preparing Agreement change documents, written Notices to Proc~e, I,
or other documentation in this regard.
4.9
ASSIGNMENT. TRANSFER OR SUBCONTRACTING
The Consultant shall not subcontract, assign, or transfer any work under this Agreenellt
without the prior written consent of the City. When applicable, and upon receipt of ~uc h
consent in writing, the Consultant shall cause the names of the consulting firms respomib11e
-10-
for the major portion of each separate specialty of the Services to be inserted into the pertiner,t
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 th s
Agreement, as instructed by the City.
4.10 SUB-CONSULTANTS
The Consultant shall be liable for all sub-consultants' services, responsibilities and
liabilities under this Agreement and the services, responsibilities and liabilities of;uh-
consultants, and any other person or entity acting under the direction or control of t~e
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 directiol or
control of Consultant.
4.11 EQUAL EMPLOYMENT OPPORTUNITY/ADA NON-
DISCRIMINATION POLICY
In connection with the performance of this Agreement, the Consultant shall n,)t
discriminate against any employee or applicant for employment because of race, cole r,
religion, ancestry, sex, age, national origin, place of birth, marital status, or physical handica ).
The Consultant shall take affirmative action to ensure that appl icants are employed and th 1t
employees are treated during their employment without regard to their race, color, relig iOII,
ancestry, sex, age, national origin, place of birth, marital status, disability, or sel(U 11
orientation. Such action shall include, but not be limited to the following: employrrer t,
upgrading, demotion, or termination; recruitment or recruitment advertising; layoff (Ir
termination; rates of pay, or other forms of compensation; and selection for training, includir g
apprenticeship.
-11-
Consultant agrees to adhere to and be governed by all applicable requirements of the 1:1\\ )
listed below including, but not limited to, those provisions pertaining to employment, provision ( f
programs and services, transportation, communications, access to facilities, renovations, andle', v
construction.
The Americans with Disabilities Act of 1990 (ADA): Pub. L. 101-
336, 104 Stat 327, 42 D.S.Co 12101-12213 and 547 D.S.C. Sections
225 and 611 including Title I, 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 D.S.C. Section 794.
The Federal Transit Act, as amended: 49 D.S.C. Section 1612.
The Fair Housing Act as amended: 42 D.S.C. Section 3601-3631.
Consultant must complete and submit the City's Disability Non-Discrimination Afficla\< [t
(Affidavit). In the event Consultant fails to execute the City's Affidavit, or is found to be in no] 1-
compliance with the provisions of the Affidavit, the City may impose such sanctions as it m, y
determine to be appropriate, including but not limited to, withholding of payments to Consuta: It
under the Agreement until compliance and/or cancellation, termination or suspension of tl e
Agreement. In the event, the City cancels or terminates the Agreement pursuant to this Sec':io 1,
Consultant shall not be relieved of liability to the City for damages sustained by the City by v: rtl e
of Consultant's breach of the Agreement.
4.12 CONFLICT OF INTEREST
The Consultant agrees to adhere to and be governed by the Metropolitan Dade Coun y
Conflict of Interest Ordinance (No. 72-82), as amended; and by the City of Miami BE~ach
Charter and Code, which are incorporated by reference herein as if fully set forth herein, in
-12-
connection with the contract conditions hereunder.
The Consultant covenants that it presently has no interest and shall not acquire an y'
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 th s
Agreement, no person having any such interest shall knowingly be employed by tr e
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, de5i~ n
specifications, processes, data and findings, shall be made available to the City for public us ~.
No reports, other documents, articles or devices produced in whole or in part ul1d,~r
this Agreement shall be the subject of any application for copyright or patent by or on bEhc If
of the Consultant or its employees or subcontractors.
4.14 NOTICES
All communications relating to the day-to-day activities shall be exchanged betweE n
the Project Manager appointed by Consultant and the Project Coordinator designated b} He
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 hereunderllc y
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 addre:s
outside of the city of dispatch).
-13-
Until changed by notice in writing, all such notices and communications shall b ~
addressed as follows:
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: Jose Garcia-Pedrosa, City Manager
1 700 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
1 700 Convention Center Drive
Miami Beach, FL 33139
(305) 673-7470
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 understandir g
between the parties hereto, and there are no other agreements and understandings, oret! clr
written with reference to the subject matter hereof that are not merged herein and supersedE d
hereby. The Scope of Services are hereby incorporated by reference into this Agreement 10
the extent that the terms and conditions contained in the Scope of Services are consistent willh
-14-
the Agreement. To the extent that any term in the Scope of Services is inconsistent with thi;;
Agreement, this Agreement shall prevail.
No alteration, change, or modification of the terms of this Agreement shall be vali j
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 allege~
breach by the City of this Agreement, so that its liability for any such breach never eXCE~ec s
the sum of $10,000.00. Consultant hereby expresses its willingness to enter into th s
Agreement with Consultant's recovery from the City for any damage action for breaCl (If
contract to be limited to a maximum amount of $10,000.00.
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 ill an
amount in excess of $10,000.00, 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 th s
Agreement. Nothing contained in this paragraph or elsewhere in this Agreement is in any We y
intended to be a waiver of the limitation placed upon City's liability as set forth in Secticn
768.28, Florida Statutes.
4.17 VENUE
This Agreement shall be enforceable in Dade County, Florida, and if legal acticn s
necessary by either party with respect to the enforcement of any or all of the term;; (,r
-15-
conditions herein, exclusive venue for the enforcement of same shall lie in Dade COUlt~,
Florida.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be execute j
by their appropriate officials, as of the date first entered above.
FOR CONSULTANT:
FOR CITY:
ATTEST:
By: eOV4~ fMd.vc
City Clerk
,JJj~)~ By:
Witness
'ialjJ~ j ,d(lJu )
Witness
F:IA TTOIAG URIPROFS ERV .AG1\jORDANBT .CON
APPROVED AS TO
FORM & LANGUAGE
& fOR execUTION
. ::i(;f/P'
-16-