PSA with MWW Group, LLC for Lobbying and Consulting Services 02016 - x935'7
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
AND
MWW GROUP, LLC
FOR
FEDERAL GOVERNMENT LOBBYING AND CONSULTING SERVICES
Thks Professional Services Agreement (Agreement) is entered into this I G day of
oT , 2016 (Effective Date), between the CITY OF MIAMI BEACH, FLORIDA,
a municipal corporation organized and existing under the laws of the State of Florida, having
its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139 ("City")
and MWW Group, LLC, a Delaware limited liability company, whose mailing address is One
Meadowlands Plaza, 15th Floor, East Rutherford, N.J. 07073 (Consultant).
SECTION 1
DEFINITIONS
Agreement: This Agreement between the City and Consultant, including any
exhibits and amendments thereto.
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.
Mayor: The Chief presiding officer of the City Commission or his designee.
The Mayor's designee shall be the Mayor's Chief of Staff.
Services: All services, work and actions by the Consultant performed or
undertaken pursuant to the Agreement.
Fee: Amount paid to the Consultant as compensation for Services.
Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center
Drive, Third Floor, Miami Beach, Florida 33139: telephone number
(305)673-7000, Ext. 6435: and fax number(305)673-7023.
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SECTION 2
SCOPE OF SERVICES (SERVICES)
2.1 In consideration of the Fee to be paid to Consultant by the City, Consultant shall
provide federal government lobbying and consulting services as described in Exhibit "A"
hereto(the"Services").
2.2 The City will supply the Consultant with the names of persons other than the Mayor
and City Commission, the City Manager and the City Attorney who are authorized to request
services from the Consultant and the person(s) to which the Consultant should respond
regarding specific issues.
SECTION 3
TERM
The term of this Agreement (Term) shall commence retroactively on March 1, 2016 and
terminate on December 31, 2016, or when the City has advised Consultant in writing that the
City has entered into a new agreement for similar Services, whichever occurs first.
SECTION 4
FEE
4.1 In consideration of the Services to be provided during the Term of this Agreement,
Consultant shall be compensated on a fixed fee basis, in the amount of$8,566.67 per month
(the Fee).
4.2 Reimbursable expenses must be approved in advance by the Mayor or Mayor's
designee. The request for reimbursement must be detailed and completely substantiated by
the related receipts, proof of payment, or any other supporting document requested by the
Mayor or Mayor's designee.
4.3 In the event the Agreement is terminated, the fees will be prorated for the portions of
the month during which services were rendered by the Consultant.
4.4 INVOICING
Upon receipt of an acceptable and approved invoice, payment(s) shall be made within thirty
(30) days for that portion (or those portions) of the Services satisfactorily rendered (and
referenced in the particular invoice).
Invoices shall include a detailed description of the Services (or portions thereof) provided,
and shall be submitted to the City at the following address:
City of Miami Beach
Finance Department—Accounts Payable Division
1700 Convention Center Dr., 3'd Floor-Finance
Miami Beach, FL. 33139
4.5 FEES PRIOR TO THE EFFECTIVE DATE. The undersigned parties acknowledge
that all Fees due and owing Consultant pursuant to the previous Governmental Services
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Agreement, dated October 1, 2010, have been paid in full and that no Fees are due
Consultant prior to March 1, 2016.
SECTION 5
TERMINATION
5.1 TERMINATION FOR CAUSE
If 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, through its
Mayor, shall thereupon have the right to terminate this Agreement for cause. Prior to
exercising its option to terminate for cause, the City shall notify the Consultant of its violation
of the particular term(s) of this Agreement, and shall grant Consultant ten (10) days to cure
such default. If such default remains uncured after ten (10)days, the City may terminate this
Agreement without further notice to Consultant. Upon termination, the City shall be fully
discharged from any and all liabilities, duties, and terms arising out of, or by virtue of, this
Agreement.
Notwithstanding the above, the Consultant shall not be relieved of liability to the City for
damages sustained by the City by any breach of the Agreement by the Consultant. The City,
at its sole option and discretion, shall be entitled to bring any and all legal/equitable actions
that it deems to be in its best interest in order to enforce the City's right and remedies against
Consultant. The City shall be entitled to recover all costs of such actions, including
reasonable attorneys'fees.
5.2 TERMINATION FOR CONVENIENCE OF THE CITY
THE CITY MAY ALSO, THROUGH ITS MAYOR, AND FOR ITS CONVENIENCE AND
WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY TIME DURING THE TERM
BY GIVING WRITTEN NOTICE TO CONSULTANT OF SUCH TERMINATION; WHICH
SHALL BECOME EFFECTIVE WITHIN THIRTY (30) DAYS FOLLOWING RECEIPT BY
THE CONSULTANT OF SUCH NOTICE. IF THE AGREEMENT IS TERMINATED FOR
CONVENIENCE BY THE CITY, CONSULTANT SHALL BE PAID FOR ANY SERVICES
SATISFACTORILY PERFORMED UP TO THE DATE OF TERMINATION; FOLLOWING
WHICH THE CITY SHALL BE DISCHARGED FROM ANY AND ALL LIABILITIES,
DUTIES, AND TERMS ARISING OUT OF, OR BY VIRTUE OF, THIS AGREEMENT.
5.3 TERMINATION FOR INSOLVENCY
The City also reserves the right to terminate the Agreement 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 for the parties shall be the same as
provided for in Section 5.2.
SECTION 6
INDEMNIFICATION AND INSURANCE REQUIREMENTS
6.1 INDEMNIFICATION
Consultant agrees to indemnify and hold harmless the City of Miami Beach and its officers,
employees, agents, and contractors, from and against any and all actions (whether at law or
in equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys'
fees and costs, for personal, economic or bodily injury, wrongful death, loss of or damage to
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property, which may arise or be alleged to have arisen from the negligent acts, errors,
omissions or other wrongful conduct of the Consultant, its officers, employees, agents,
contractors, or any other person or entity acting under Consultant's control or supervision, in
connection with, related to, or as a result of the Consultant's performance of the Services
pursuant to this Agreement. To that extent, the Consultant shall pay all such claims and
losses and shall pay all such costs and judgments which may issue from any lawsuit arising
from such claims and losses, and shall pay all costs and attorneys' fees expended by the
City in the defense of such claims and losses, including appeals.
Consultant's obligations under this indemnity agreement shall not include the obligation to
indemnify the City and its officers, employees, agents and contractors, from and against any
actions or claims which arise or are alleged to have arisen from the gross negligent acts or
intentional misconduct of the City and its officers, employees and agents and contractors.
The parties agree that one percent (1%) of the total compensation to Consultant for
performance of the Services under this Agreement is the specific consideration from the City
to the Consultant for the Consultant's indemnity agreement. The provisions of this Section
6.1 and of this indemnification shall survive termination or expiration of this Agreement.
6.2 INSURANCE REQUIREMENTS
The Consultant shall maintain and carry in full force during the Term, the following insurance:
1. Consultant Professional Liability, in the amount of$1,000,000; and
2. Workers Compensation & Employers Liability, as required pursuant to Florida Statutes.
The insurance must be furnished by insurance companies authorized to do business in the
State of Florida. All insurance policies must be issued by companies rated no less than"B+"
as to management and not less than "Class VI" as to strength by the latest edition of Best's
Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey,or its equivalent.
All of Consultant's certificates 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. The insurance certificates for General Liability and Professional
Liability shall include the City as an additional insured and shall contain a waiver of
subrogation endorsement.
Original certificates of insurance must be submitted to the City's Risk Manager for approval
(prior to any work and/or services commencing) and will be kept on file in the Office of the
Risk Manager. The City shall have the right to obtain from the Consultant specimen copies
of the insurance policies in the event that submitted certificates of insurance are inadequate
to ascertain compliance with required coverage.
The Consultant is also solely responsible for obtaining and submitting all insurance
certificates for any sub-consultants.
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.
The Consultant shall not commence any work and or services pursuant to this Agreement
until all insurance required under this Section has been obtained and such insurance has
been approved by the City's Risk Manager.
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SECTION 7
LITIGATION JURISDICTIONNENUE/JURY TRIAL WAIVER
This Agreement shall be construed in accordance with the laws of the State of Florida. 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
conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade
County, Florida. By entering into this Agreement, Consultant and the City expressly waive
any rights either party may have to a trial by jury of any civil litigation related to or arising out
of this Agreement.
SECTION 8
LIMITATION OF LIABILITY
8.1 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 $86,000,
less the total amount of Fees paid by the City to Consultant under this Agreement.
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 $86,000, less the total amount of Fees paid by the City to Consultant
under this Agreement.
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 $86,000, less the total amount of Fees paid by the City to Consultant under this
agreement, 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 section or elsewhere in this Agreement is in any way intended to be
a waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida
Statutes.
8.2 LIMITATION OF CONSULTANT'S LIABILITY
The Consultant desires to enter into this Agreement only if in so doing the Consultant can
place a limit on the Consultant's liability for any cause of action, for money damages due to
an alleged breach by the Consultant of this Agreement, so that its liability for any such breach
never exceeds never exceeds $86,000, less the total amount of Fees paid by the City to
Consultant under this Agreement. Consultant hereby expresses its willingness to enter into
this Agreement with the City's recovery from the Consultant for any damage action for breach
of contract to be limited to a maximum amount of$86,000, less the total amount of Fees paid
by the City to Consultant under this Agreement.
Accordingly, and notwithstanding any other term or condition of this Agreement, City hereby
agrees that the Consultant shall not be liable to the City for damages in an amount in excess
of $86,000, less the total amount of Fees paid by the City to Consultant under this
Agreement, for any action or claim for breach of contract arising out of the performance or
non-performance of any obligations imposed upon the Consultant by this Agreement.
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SECTION 9
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SECTION 10
GENERAL PROVISIONS
10.1 AUDIT AND INSPECTIONS
At any time during the Term of this Agreement and for a period of one year after final
payment is made under this Agreement, the City reserves the right to audit the records of
Consultant upon reasonable verbal or written notice to Consultant, and at any time during
normal business hours (i.e. 9AM — 5PM, Monday through Fridays, excluding nationally
recognized holidays), and as often as the Mayor, in his/her reasonable discretion and
judgment, deem necessary. Consultant shall make available to the Mayor, and/or such
representatives as the Mayor may deem to act on the City's behalf, to audit, examine, and/
or inspect, any and all other documents and/or records relating to all matters covered by
this Agreement. Consultant shall maintain any and all such records at its place of business
at the address set forth in the"Notices" section of this Agreement.
10.2 [INTENTIONALLY DELETETD]
10.3 ASSIGNMENT, TRANSFER OR SUBCONSULTING
Consultant shall not subcontract, assign, or transfer all or any portion of any work and/or
service under this Agreement without the prior written consent of the City Commission,
which consent, if given at all, shall be in the City's sole judgment and discretion. Neither this
Agreement, nor any term or provision hereof, or right hereunder, shall be assignable unless
as approved pursuant to this Section, and any attempt to make such assignment (unless
approved) shall be void.
10.4 PUBLIC ENTITY CRIMES
Prior to commencement of the Services, the Consultant shall file a State of Florida Form
PUR 7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity
Crimes with the City's Procurement Division.
10.5 EQUAL EMPLOYMENT OPPORTUNITY
In connection with the performance of the Services, the Consultant shall not discriminate
against any employee or applicant for employment because of race, color, national origin,
religion, sex, intersexuality, gender identity, sexual orientation, disability, marital and familial
status, or age.
10.6 CONFLICT OF INTEREST
The Consultant herein agrees to adhere to and be governed by all applicable Miami-Dade
County Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami-Dade
County Code, and as may be amended from time to time; and by the City of Miami Beach
Charter and Code (as some may be amended from time to time); both of which are
incorporated by reference herein as if fully set forth herein.
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The Consultant covenants that it presently has no interest and shall not acquire any interest,
directly or indirectly, which could conflict in any manner or degree with the performance of the
Services. The Consultant further covenants that in the performance of this Agreement,
Consultant shall not knowingly employ any person having such interest. 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 there from.
Any such interest on the part of Consultant, or its employees, must be disclosed, in writing, to the
City. The Consultant, in performance of this agreement, shall be subject to any more restrictive law
and/or guidelines regarding conflict of interest promulgated by Federal, State, or local governments.
The Consultant warrants that it has not employed or retained any company/entity or person(s) to
solicit or secure this agreement and that it has not offered to pay, any company/entity or person(s)
any fee, commission, percentage, brokerage fee, or gifts of any kind contingent or resulting from the
award of this agreement.
SECTION 11
NOTICES
All notices and communications in writing required or permitted hereunder, shall be delivered
personally to the representatives of the Consultant and the City listed below or may be mailed
by U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally recognized
overnight delivery service.
Until changed by notice in writing, all such notices and communications shall be addressed as
follows:
TO CONSULTANT:
Contract matters: William Starace
One Meadowlands Plaza, 15th Floor
East Rutherford, NJ. 07073
E-mail: wstarace@mww.corn
Invoice/Billing: Nancy O'Shaughnessy
One Meadowlands Plaza, 15th Floor
East Rutherford, NJ. 07073
E-mail: noshaughnessvc mww.com
TO CITY: City Manager's Office
City of Miami Beach
1700 Convention Center Drive, 4th Floor
Miami Beach, FL. 33139
Attn: Jimmy L. Morales
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Notice may also be provided to any other address designated by the party to receive notice if
such alternate address is provided via U.S. certified mail, return receipt requested, hand
delivered, or by overnight delivery. In the event an alternate notice address is properly provided,
notice shall be sent to such alternate address in addition to any other address which notice
would otherwise be sent, unless other delivery instruction as specifically provided for by the
party entitled to notice. Notice shall be deemed given on the day on which personally served, or
the day of receipt by either U.S. certified mail or overnight delivery.
SECTION 12
MISCELLANEOUS PROVISIONS
12.1 CHANGES AND ADDITIONS
This Agreement cannot be modified or amended without the express written consent of the
parties. No modification, amendment, or alteration of the terms or conditions contained herein
shall be effective unless contained in a written document executed with the same formality
and of equal dignity herewith.
12.2 SEVERABILITY
If any term or provision of this Agreement is held invalid or unenforceable, the remainder of
this Agreement shall not be affected and every other term and provision of this Agreement
shall be valid and be enforced to the fullest extent permitted by law.
12.3 ENTIRETY OF AGREEMENT
The City and Consultant agree that this is the entire agreement between the parties. This
Agreement supersedes all prior negotiations, correspondence, conversations, agreements or
understandings applicable to the matters contained herein, and there are no commitments,
agreements or understandings concerning the subject matter of this Agreement that are not
contained in this document. Title and paragraph headings are for convenient reference and
are not intended to confer any rights or obligations upon the parties to this Agreement.
12.4 CONSULTANT'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
Pursuant to Section 119.0701 of the Florida Statutes, if the Consultant meets the definition of
"Contractor" as defined in Section 119.0701(1)(a), the Consultant shall:
a) Keep and maintain public records that ordinarily and necessarily would be required by
the public agency in order to perform the service;
b) Provide the public with access to public records on the same terms and conditions
that the public agency would provide the records and at a cost that does not exceed
the cost provided in this chapter or as otherwise provided by law;
c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law; and
d) Meet all requirements for retaining public records and transfer to the City, at no City
cost, all public records created, received, maintained and/or directly related to the
performance of this Agreement that are in possession of the Consultant upon
termination of this Agreement. Upon termination of this Agreement, the Consultant
shall destroy any duplicate public records that are exempt or confidential and exempt
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from public records disclosure requirements. All records stored electronically must
be provided to the City in a format that is compatible with the information technology
systems of the City.
For purposes of this Article, the term "public records" shall mean all documents, papers,
letters, maps, books, tapes, photographs, films, sound recordings, data processing software,
or other material, regardless of the physical form, characteristics, or means of transmission,
made or received pursuant to law or ordinance or in connection with the transaction of official
business of the City.
Consultant's failure to comply with the public records disclosure requirement set forth in
Section 119.0701 of the Florida Statutes shall be a breach of this Agreement.
In the event the Consultant does not comply with the public records disclosure requirement
set forth in Section 119.0701 of the Florida Statutes, the City may, at the City's sole
discretion, avail itself of the remedies set forth under this Agreement and available at law.
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EXHIBIT A
SERVICES
A. The Consultant will confer with the Mayor and the City Commission; the City Attorney; The
City Manager, and other such City personnel, as the Mayor or Mayor's designee may
designate at the times and places mutually agreed to by the City and the Consultant on all
organizational planning and program activity,which have a bearing on the ability of the City to
make the best use of federal legislation, programs and funding opportunities (collectively.
Federal Programs).
B. The Consultant will identify and notify the Mayor or Mayor's designee, at least thirty(30)days
in advance, of Federal Programs relating to the City's areas of interest including, without
limitation, the following: transportation (e.g. ITS and related goals), intermodal programs,
community and economic development, environmental matters, coastal erosion, beach
nourishment, infrastructure improvement, hurricane recovery efforts, disaster relief funds,
disaster mitigation/resiliency funds, improvements in the national flood insurance program,
housing and urban development, homeless programs, urban development, homeland
security goals, and other areas of interest to the City(Areas of Interest).
C. Within thirty(30)days from the Effective Date of the Agreement, Consultant shall provide the
City with a detailed list of all upcoming Federal Programs which may align with the City's
Areas of Interest. Within thirty (30) days from receipt of the list of Federal Programs, the
Mayor or Mayor's designee will confirm which initial Areas of Interest the Consultant will be
authorized to pursue(Stated Goals and Priorities), which may be subject to change from time
to time, in the City's sole discretion.
D. The Consultant will maintain liaison with the City's congressional delegation and will assist
the delegation in connection with the Stated Goals and Priorities.
E. The Consultant will counsel with the City regarding appearances by City personnel in
negotiations with administrative agencies concerning City projects requiring federal
assistance and cooperation.
F. The Consultant will assist the City in the renewal of executive proposals, legislation under
consideration, proposed and adopted administrative rules and regulations, and other
developments for the purpose of advising the City with respect to the Stated Goals and
Priorities.
G. The Consultant will communicate and coordinate with other lobbyists representing interests,
which are consistent with those of the City in obtaining the Stated Goals and Priorities of the
City.
H. The Consultant will assist in contacting Federal Agencies on the City's behalf on a mutually
agreed upon basis when City funding applications are under consideration by such agencies.
I. The Consultant will actively establish and maintain working relationships with the executive
and legislative branches of the Federal Government that will enhance the City's position with
respect to financial assistance applications, regulatory procedures, legislation, budget
authorizations and appropriations, which may be necessary in connection with the Stated
Goals and Priorities.
J. The Consultant will consult with the City, at least thirty (30) days in advance, regarding any
proposed formula changes in the Community Development Block Grant or any other major
federal programs to determine their impact to the City and take the necessary steps, as
mutually agreed upon to influence changes in the best interest of the City.
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K. The Consultant will represent the City at Washington, D.C. area conferences and/or
meetings, as requested by the City.
L. The Consultant will conduct two briefings with the City, in June and September of 2016,
`which will be followed by a written report containing the matters discussed at the briefing.
During the briefing, Consultant and the City shall review current matters being addressed by
Consultant, as well as upcoming or potential matters which could be of interest to the City.
Additionally, once available, Consultant shall provide a targeted analysis of federal agency
and congressional spending plans for the upcoming fiscal year.
M. The Consultant will provide a detailed weekly status report including clear guidance and
updates regarding any applicable timetables that would affect the Stated Goals and Priorities and
will indicate upcoming matters which may have a bearing on the City's policies, programs, or
Areas of Interest.
N. The Consultant will:respond to any requests from the City within two(2)business days.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement:to be _
executed by their appropriate officials, as of the date first entered above _ 1 ,
FOR CITY:_ CITY OF MIAMI BEACH, FLORIDA
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