HomeMy WebLinkAboutReso 2020-3052 RESOLUTION NO. 2020 - 3os2
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
SUNNY ISLES BEACH, FLORIDA, APPROVING A FIRST
AMENDMENT TO THE AGREEMENT WITH PFM FINANCIAL
ADVISORS, LLC. FOR FINANCIAL CONSULTING SERVICES, IN AN
AMOUNT NOT TO EXCEED ONE .HUNDRED THOUSAND DOLLARS
($100,000.00), ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING
THE MAYOR TO EXECUTE SAID AMENDMENT; AUTHORIZING THE
CITY MANAGER TO DO ALL OTHER THINGS NECESSARY TO
EFFECTUATE THE TERMS OF THIS RESOLUTION; PROVIDING FOR
AN EFFECTIVE DATE.
WHEREAS, on March 16th, 2017 via Resolution No. 2017-2669, the City Commission
approved a three (3) year Agreement with PFM Financial Advisors, LLC. ("Firm") for financial
consulting services ("Services"), in an amount not to exceed $150,00.00; and
WHEREAS, the City has been satisfied with the Services rendered by the Firm; and
WHEREAS, PFM Financial Consulting Advisors, LLC has agreed to continue providing
the Services to the City; and
WHEREAS, the City now wishes to approve a First Amendment to the Agreement with
PFM Financial Advisors, LLC. to provide financial advisory services, thereby exercising its first
of two (2) renewal options, for a period of two (2) years, in an amount not to exceed One
Hundred Thousand Dollars ($100,000.00), attached hereto as Exhibit "A", bringing the total
contract amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00).
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Approval of First Amendment. The City Commission hereby approves First
Amendment to the Agreement with PFM Financial Advisors, LLC. to provide financial advisory
services, thereby exercising its first of two (2) renewal options, for a period of two (2) years, in
an amount not to exceed One Hundred Thousand Dollars ($100,000.00), attached hereto as
Exhibit "A", bringing the total contract amount not to exceed Two Hundred Fifty Thousand
Dollars ($250,000.00).
Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said
Amendment.
Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all
things necessary to effectuate the terms of this Resolution.
Section 4. Effective Date. This Resolution will become effective upon adoption.
82020 First Amend w PFM Financial Advisors for Financial Adv Svcs Page I of 2
PASSED AND ADOPTED this 20t1i day of - - •rua, 2020.
k. George H. choll, Mayor
. ATTE'T:
r!
c Maurici.\Betanc r, CMC, City Clerk
t`fA;PPROVFi AS TO FORM AND
LEGAL SUFFICIENCY
fe/t/tG�`/�it 4 `
Edward A. Dion, City Attorney
Moved by: Cbt/LWIt41,53,-tOn/Fe-- CCA-$yn„fJ
Seconded by: \/ACC log- kluttitiki
Vote:
Mayor Scholl ✓ (Yes) (No)
Vice Mayor Svechin J (Yes) (No)
Commissioner Goldman -(Yes) (No)
Commissioner Lama .(Yes) (No)
Commissioner Viscarra 1 (Yes) (No)
R2020 First Amend w PFM Financial Advisors for Financial Adv Svcs Page 2 of 2
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: FIRST AMENDMENT TO THE AGREEMENT BETWEEN
THEE CITY OF SUNNY ISLES BEACH AND PFM FINANCIAL
ADVISORS, LLC
CONTRACT NO. C6411-1617-040
This First Amendment to the Agreement between. the CITY OF SUNNY ISLES BEACH
("City") and PFM FINANCIAL ADVISORS, LLC ("Consultant") executed this day of
, 2020, is made a part of the original Agreement ("Agreement") dated March 16,
2017, between the City and Consultant, a copy of which attached hereto as Attachment "A", whose
Federal Identification# is 81-1642787. The City and Consultant hereby agree as follows:
1. OPTION TO RENEW. The City hereby wishes to exercise its first. option to renew the
Agreement for two (2) years in accordance with Section 3 of the original Agreement which was entered
on March 16, 2017 and which is, incorporated herein by reference. The City shall have the option to
extend this Agreement for one(1)additional two(2)year renewal term.
2. ADDITIONAL COMPENSATION. The City wishes to amend Section 5 of the Agreement
("Compensation"); to provide additional compensation for this two (2) year renewal term in the amount
not to exceed Fifty Thousand Dollars($50,000.00)per year, for a total of One Hundred Thousand Dollars
($1.00,000.00) for the two-year renewal term. This amount will bring the total contract amount not to
exceed Two Hundred Fifty Thousand Dollars($250,000.00).
3. PROHIBITION AGAINST CONTRACTING WITH SCRUTINIZED COMPANIES.
Pursuant to Florida Statutes Section 217.4725,contracting with any entity that is listed on the Scrutinized
Companies that Boycott Israel List or that is engaged in the boycott of Israel is prohibited. Contractors
must certify that the company is not participating in a boycott of Israel.Any contract for goods or services
of One Million Dollars ($1,000,000) or more shall be terminated at the City's option if it is discovered
that the entity submitted false documents of certification, is listed on the Scrutinized Companies with
Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector
List,or has been engaged in business operations in Cuba or Syria after July 1,2018.
Any contract entered into or renewed after July 1, 2018 shall be terminated at the City's option if the
company is listed on the Scrutinized Companies that Boycott Israel List or engaged in the boycott of
Israel. Contractors must submit the certification that is attached to this agreement as Attachment "B".
Submitting a false certification shall be deemed a material breach of contract. The City shall provide
notice, in writing, to the Contractor of the City's determination concerning the false certification. The
Contractor shall have ninety (90) days following receipt of the notice to respond in writing and
demonstrate that the determination was in error. If the Contractor does not demonstrate that the City's
determination of false certification was made in error, then the City shall have the right to terminate the
contract and seek civil remedies pursuant to Florida Statute Section 215.4725.
4. OTHER PROVISIONS REMAIN IN EFFECT. Except as specifically modified herein, all
terms and conditions of the original.Agreement betweenthe parties, dated March 16, 2017, and attached
hereto as Attachment"A",shall remain in full force and effect.
5. CONFLICTING PROVISIONS. The terms,statements, requirements,or provisions contained
in this First Amendment shall:prevail and be given superior effect and priority over any conflicting or
inconsistent terms,statements,requirements or provisions contained in any other document or attachment,
• including but not limited to Attachments"A"and"B."
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IN WITNESS-WHEREOF, the parties hereto have executed this document as of the date
mentioned above.
_ WITNESS: , - ' PFM FINANCIAL ADVISORS,LLC. - , - ._
. , Signature , ,, ,.2{,u.,„4,....,=..........
BY: Sergio MasvidoiStri===="4
Sergio D. Masvidal,Managing Director
Print Name - ,, .
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ATTES :L., I CITY,ISLES BEACH
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'.._ BY: • •;:o2 _aid : BY:
Mau cio 1,04 cur,CMC, City Clerk George . Scholl,Mayor
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APPRO ED AS TO FORM
AND LEGAL SUFFICIENCY
BY:
Edward A. Dion,City Attorney
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AGRFEMEN.T BETWEEN THE CITY OF SUNNY ISLES`BEACH
'' -- AND PFM FINANCIAL ADVISORS LLC
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THIS AGREEMENT(hereinafter referred to as the "Agreement") is"niadc'indtipliaatc,
. day of — , 2017 by and between the CITY OF SUNNY ISLES
BEACH, (hereinafter referred to as `City"), and !'I+M FINANCIAL ADVISORS LLC, a
Corporation authorizeeto do business in the State-Of Florida (hereinafter i-efcrred-to as
"-Consultant"), whose Federal I.U. zf is 81-1642787.
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RECITALS
WHEREAS; City is in need of Consultant to provide financial advisory services on
an as needed basis; and
WHEREAS, Consultant has expressed the ability and desire to provide these Services to
the City pursuant to the pricing terms and conditions offered to the Miami-Dade County, Florida; •
Contract No. RFQ00008,a copy of which is attached hereto as Attachment "13", and incorporated
herein by reference; and
WHEREAS;pursuant to the City's procurement code provisions, purchases made under
state, county or other governmental contracts, or "competitive bids with other governmental
agencies arc exempt from the City's competitive bidding procedures; and
WHEREAS, the City desires to enter into this Agreement with Consultant to provide the
Services in a Iota] amount not to exceed One Hundred Fifty Thousand Dollars ($150;000.O0)
during the initial three (3)year term.
NOW THEREFORE, in consideration of the mutual covenants contained herein; and for
other valuable consideration received; the receipt and sufficiency of which are hereby
acknowledged; the parties agree as f'ol1ows:
1. RECITALS. The Recitals set forth above arc hereby incorporated into-this Agreement •
and made a part hereof for reference.
2. SERVICES. Consultant agrees to perform the Services as more particularly described in
Attachment"A", a copy of which is attached hereto and incorporated herein by reference
3. TERM. Subject to the provisions relating to the termination of this Agreement as set forth
in Section 8 hereunder; the term of this Agreement shall commence upon the execution of this
Agreement and shall terminate no later titan three (3) years thereafter, with two (2) options to
renew the Agreement for two(2)years each.in the event the City elects to renew the Agreemnt
during the optional renewal lentis, the same pricing s4hedule of fifty Thousand Dollars
($50,000.00) pet.year shall apply,
4. ` COMPENSATION. The Consultant agrees to provide the desired Services to the City in
a total amount not to exceed Fifty Thousand Dollars ($50,000.00) per year; bringing the total
. compensation amount not to exeeed.Une Hundred Fifty Th.ousand.Dollars.($150,000.00) for .
the initial three (3) year term. Payment to Consultant for all charges and tasks under this
Agreement shall be in accordance with this Agreement and the schedule of charges reflected
in the Miami-Dade County, Florida, Contract No. RF00000$, as more thoroughly described B
Exhibit "A"
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in Attachinent 13", attached hereto and incorporated herein by reference; and under the
Iollowing conditions: •
a. Disbursements. /'here are no reimbursable expenses associated with this contract. .
b. Payment Schedule, Invoices received from the Consultant pursuant to this
Agreement. will be rcvieWed by the initiating City Department. If servicey'hitie
been rendered in conlbrmity with the Agreement, the invoice will be sent to the
Finance.'Department for payment_ Invoices must reference the contract number
assigned-hereto. lnVoices will be paid in accordance with the State of Florida
Prompt Payment Act. The City will pay properly submitted Consultant invoices
within 30(thirty)days cif receipt, For completed and accepted deliveries or specified
services and/or goods, unless the City notifies the Consultant in writing of the
dispute, before the payment is due.
c. Availability of Funds. The City's performance and obligation to pay under this
Agreement is contingent upon an annual appropriation for its purpose by the City
Commission.
d. Final Invoice. In order for both parties herein to close their books and records, the
Consultant will clearly state"final invoice" on the Consultant's final/last billing to
the City. This certifies that all services have been properly performed and all
charges and costs have been invoiced to the City. Since this account will thereupon
be closed, any other additional charges, if not properly included on this final
invoice, are waived by the Consultant_
Consultant shall make no other charges to the City for supplies, labor, taxes, licenses, permits;
overhead or any other expenses or costs unless any such expense or cost is incurred by Consultant
with the prior written approval of the City. If the City disputes any charges on the invoices,.it may
make payment of the uncontested amounts and withhold payment on the contested amounts until
t they arc resolved by agreement tiNith Consultant. Consultant shall not pledge the City's credit or
make it a guarantor of payment or-surety for any contract; debt, obligation,judgment, lien; Or any •
form of indebtedness. The Consultant further warrants and represents that it has no-obligation or
'indebtedness that would impair its ability to fulfill the terins of this Agreement.
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5. INDEPENDENT CONTRACTOR RELATIONSHIP. The Consultant is an
independent contractor.and shall be treated as such For all purposes. Nothing contained in this
Agreement or any action of the parties shall be construed to constitute or to render the Consultant
an employee, partner; agent, shareholder, officer or in any other capacity other than as an
independent contractor other than those obligations which have been or shall have been undertaken
by the City. Consultant shall be responsible for any and all of its own expenses in performing its
duties as contemplated under this Agreement. The City shall not he responsible for any expense
incurred by the Consultant_ The City shall have no duty to withhold any Federal income taxes or
pay Social Security services and that such obligations shall be that o[-"the Consultant, other than
those set forth in this Agreement. Consultant shall furnish its own transportation,office and other
supplies as it determines necessary in carrying out its duties under this Agreement_
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6. OWNERSHIP OF.DOCUMENTS AND EQUIPMENT. All documents prepared by
the Consultant pursuant to this Agreement and related Services to this Agreement are intended and
represented for the ownership of the City only. Any other use by Consultant or other parties shall
be approved in writing by the City. ii"reques eel , Consultant shall deliver the documents to the "`
City within fifteen(15)calendar days.
7_ • INSURANCE. Consultant shall; at' its°sole°cost and expense, during.the period of any-
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worl: being performed under this Agrcctttcnt; procure and maintain the following minimum
insurance coverages to pretzel: the City and. Consultant against all loss, claims, damage and
liabilities caused by Consultant, its agents, or employees,as indicated below:
i Comprehensive Genera] Liability Insurance. including broad form
contractual liability coverage for all operations, including, but not limited
to, Premises/Operations. Products/Completed Operations, Contractual,
Independent Contractors, Personal Injury and Property Damage liability
with minimum limits of One Million Dollars ($1.000,000"00) per
occurrence.
❑ Worker's Compensation, as required by the State of Florida Employer's
I.iahilily.
o Errors and Omissions Insurance: Professional Liability ("E1Tors and
Omissions'') insurance with minimum limits of One Million Dollars
($1,000,000.00) per occurrence.
lnsurancc required of the Consultant shall be primary to, and not,contribute with,any insurance or
self-insurance maintained by the City. Such insurance shall not diminish Consultant's
indemnification and obligations hereunder. The insurance policv(ies)shall be issued by companies
authorized to do business under the laws of the State of Florida'and acceptable to the City with a
minimum A.M. Best rating of A-Excellent. Before any work under this Agreement is
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performed, and at any time upon request,Consultant shall furnish to the City certificates of
insurance evidencing the minimum required coverage and shall be appropriately endorsed
for contractual liability,with the City named as additional insured. All policies shall contain
• a waiver of subrogation endorsement. All policies.and certificates shall be in forms and issued by - •
insurance companies acceptable to the City Manager or his desitrnee. All insurance policies.and
certificates icates of insurance shall provide that the policies may not be canceled or altered without thirty
(30) days prior written notice to the City. Consultant shall also require and ensure that each of its
'sub-contractors providing services hereunder(i l'any)procures and maintains; until the completion
of the services, insurance of the types and to the limits specified herein. ANY E`CCEPTi{)NS
TO TIIE INSURANCE REQUIREMENTS UN THiS SECTION MUST BE APPROVED UN
WRITING BY THE CiTY.
• S. TERMINATION AND REMEDIES FOR BREACH,
A. If, through any cause within reasonable control, the Consultant shall fail to fulfill in
a timely 1 manner or otherwise violate any of the covenants, agreements or
stipulations material to ibis Agreement, the City shall have the right to terminate the
Services then remaining to be performed. Prior to the exercise of its Option to
terminatefci cause l'ic C is sh,lll &itifj the C:nnsiilfai t cif' its riulair�tii•iir"the
particular terms of the Agreement and grant Consultant ten (10)days to cure such
col id i7.4►0-PCM FINANCIAL ADV1SORS,1.1)C 3 S
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default.' If the default,.remains uncured after ten (10) days the City ma<< terminate
this Agreement,and the City shall receive a refund from the Consultant in an amount
equal to the actual cost of a third party to cure such failure. If Consultant fails,
refuses or i's unable to perforril any 'terrn of this Agreement, City'Shall-pay for
services rendered as of the date of termination,
(i.) in the event of termination, all finished and unfinished-documents,'data and _.
other work product prepared by Consultant (and sub-Contractor (s)) shall he
.delivered to the City and the City shall compensate the Consultant for all
Services satisfactorily.performed prior to the date of termination, as provided
in Paragraph 4 herein.
(ii.) Notwithstanding the foregoing; the Consultant shall not be relieved of liability
to the City lbr damages sustained by it by virtue ol-a breach of the Agreement
by Consultant and the City may reasonably withhold payment to Consultant for
the purposes of set-off until such time as the exact amount of damages due the
City from the Consultant is determined.
13. Tet:nmivation for Convenience_.of City. The City may, for its convenience and
without cause terminate the Services then remaining to be performed at any time by
giving Consultant ten (10) days written notice_ The ter3ns of Paragraph .A(i) and
Alii) above shall be applicable hereunder.
C. Tennination for Insolvency. 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 any assignment for the benefit of
credi LCirti_
9. GOVERNING LAW, VENUE, AND WAIVER OF JURY TRIAL. This Agreement
shall be interpreted and construed in accordance with and governed by the'laws of the State of
Florida. All parties agree and accept that jurisdiction oI'any dispute or controversy arising Out of
this Agreement,and any action involving the-enforcement or interpretation of any rights hereunder -
shal] be brought exclusively in.the Eleventh Judicial Circuit in and for Miami Dade County,
Florida, and venue liar litigation arising Out of this Agreement shall he exclusively-in such state
courts; forsaking any other jurisdiction which either party may claim by virtue of its residency or
other jurisdictional device. BY EN'I'GRING-INTO'1'1115 ACREEML.NT, CONSULTANT AND
• CITY IIER.EBY EXPRESSLY WAIVE ANY RIGH'T'S H I'HER PARTY MAY HAVE TO A
TRIAL 13Y JURY OF ANY CRVTT.,LITIGATION RET,.ATEDTO THiS AGREEMENT. Nothing
in this Agreement is intended to serve as a waiver of sovereign immunity. or of any other
immunity, defense; or privilege enjoyed by the City pursuant to Section 768.28,Florida Statutes.
10, ATTORNEYS' FEES. if any civil action; arbitration or other legal proceeding is brought
for the enforcement of this•Agreement, or because of an 'alleged dispute, breach; default or
misrepresentation in connection with any provision of this Agreement,the successful or prevailing •
'party shall be entitled to recover reasonable attorneys' fees and costs in that civil .action,
arbitration or legal proceeding, in addition to any other relief to which such party or parties•
....._. _----....--_ ..rnav he entitled,....-_..-.. .._ -_. . . ..._...-.--..-- - ...__...__ . _...-. ... .. . .. ..-.-... ._..__._........_ ..-._.._... .-- —_._._._._...._...._._�.._.
C6111-1617-04)-r'E'A4 h'INAR{SIAL AI)VISC)RS,I.I.C: 4 3
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11. " •NOTICES. .A11 -notices and.other communications required or permitted to be given
under this Agreement by either party to the other shall he in writing and shall be sent (except as
otherwise provided herein) (i) by certified or registered mail, first class postage prepaid, return
receipt requested ; (ii)by guaranteed overnight delivery by a nationally recognized courier service,
or (iii) by facsimile with confirmation receipt (with a copy simultaneously tient hy- certified or
registered mail, first class postage prepaid, return receipt requested or by overnitvht delivery by
traditiona]Iy recognized courier service);addressed to such party as follows:
• If to the City: • Christopher.J. Russo - With a copy to:
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City Manager Hans Ottinot
City of Sunny Isles Beach City Attorney
18070 Collins Avenue City of Sunny Isles Reach
Fourth Floor 18070 Collins Avenue
Sunny Isles Beach, Florida 3316{J Fourth Floor
Tel: (305) 792-1701 Sunny Isles Beach, Florida
33160
'I'cl: (305) 792-1702
if to the Cansultant: Sergio D. Masvidal
Managing Director
P M Financial Advisors LLC
255 Alhambra Circle, Suite 404
• Coral Gables. FL 33134
Tel: (786) 671-7480
-lYlail: Masvidals(cr,)pfnn.com
12. PUBLIC RECORDS. The Consultant shall be required to comply with the following •
requirements under Florida'.s Public Records I saw:
(i.) Consultant shall keep and maintain public records required by the City to perform the
services des.cnhed herein.
• (ii.) Upon request front the City, Consultant-shall provide the City with a copy of the
requested records or allow the records to-be inspected or copied within a.reasonable time at a cost
that does not exceed the cost provided by Chapter 119, Florida Statutes, or as otherwise provided
by law.
(iii.)Consultant shall ensure that public records that are exempt or confidential and exempt
from public records disclosure requirements arc not disclosed except as authorized by law for the
duration of the contract term and following completion of the contract if`the Consultant does not
transfer the records to the City.
(iv.) Consultant shall, upon completion of the contract, transfer, at no cost, to the City all
public records in possession of the Consultant or keep and maintain public records required by the
• City to perform the service. If the Consultant transfers all public records to the City upon
completion of the.contract, the Consultant shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements. If the Consultant '
keeps and maintains public records upon completion of the contract; the Consultant shall meet all
-.applicable requirements-.b r-retaining`public-reco•rds -.A.l.l...re-cor-ds-..:Stored •electroni-catly-must-he
C6411-1617-040-PFM FINANCIAL..AI)VISORS,I..I:C 5 S I B
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provided by einsitltant to the City,upon request front the City; in-a format that is compatible with
the information technology systems of the City.
IF . l'H.)H: .. CONSULTANT HAS QUESTIONS ` REGARDING TILE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, CONTACT THE CITY'S CUSTODIAN OF PUBLIC
RECORDS 'AT (305) 792-1703, CityClerk(a)sibfl.net, 18070 Collins Avenue,
4111. .14-Nor, Sunny Isles Beach, Florida 331.60.
13. AUDIT. The Consultant shall make available to the City or its representative all required
financial records associated with the Agreement for a period of"Three(3) years.
14_ NON-DISCRIMINATION. The Consultant agrees to comply with all local and slate civil
rights ordinances and with Title VI of the Civil Rights Act of 1984 as amended; Title VIII of the
Civil frights Act of 1968 as amended. Title 1 of the Housing and Community Development Act of
1974 as amended, Section 504 of the Rehabilitation Act of 1973; the Americans with Disabilities
Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive
Order 11248 as amended by Executive Orders 11375 and 12086. The Consultant will not
discriminate against any employee or applicant for employment because of race; color, creed,
religion, ancestry; national origin; sex,disability Or other handicap, age,maiital/familial status; or
status with regard to public assistance. The Consultant will take affirmative action to insure that
all employment practices arc free from such discrimination. Such employment practices include
but are not limited to the following: hiring; upgrading, demotion, transfer, recruitment or
recruitment advertising, layoff, termination, rates of prey or other forms of compensation, and.
selection for training; including apprenticeship. The Consultant agrees to post in conspicuous '
places, available to employees and applicants for eimtployment; notices to be provided by the City
setting forth the provisions of'this non-discrimination clause. The Consultant agrees to comply
with any Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation
Act of 1973 (29 11.S.C. 708), which prohibits discrimination against the handicapped in any
Federally assisted program.
• 15. CONFLICT OF INTEREST. The Consultant agrees to adhere to and he governed-by •
the Miami-Dade County Conflict or Interest Ordinance Section 2-11.1, as amended: and by
Chapter 33 of the City of Sunny Isles Beach Code of Ordinances, which are incorporated by
reference herein as if fully set forth herein, in connection With the Agreement conditions hereunder.
The Contiullant 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 ol'die 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. The Consultant guarantees that
he/she has not offered or given to any;member of, delegate to the Congress of the United States,
any or part of-this contract or to any benefit arising therefrom.
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16. INDEMNIFICATION ANI) WAIVER OF LIABILITY, The Consultant agrees, to
the fullest extent permitted by law, to defend; indemnify and hold harmless the City; its agents,
representatives, officers, directors, officials and employees from and against claims, damages,
losses and expenses (including but not limited to attorney's fees, arbitration costs, and costs of
appellate proceedings) relating to,arising out of or resulting from the Consultant's negligent acts;
errors, mistakes or omissions relating to professional Services performed under this Agreement.
The Consultant's duty to defend, hold harmless and indemnify the City, its agents,representatives,
officers, directors, officials and employees shall arise in connection with any claim;damage; loss
or expense That is attributable to bodily injury; sickness; disease; death; or injury to impairment,
or destruction of tangible property including loss of use resulting therefrom; caused by any
negligent acts, errors; mistakes or omissions related to Services in the performance of this
Agreement including any person li►r whose acts, errors,mistakes or omissions the Consultant tnay
be legally liable. The parties agree that TEN DOLLARS($10,00)represents specific consideration
to the Consultant for the indemnification set forth herein.
17. CONFLICTING PROVISIONS. The terms and conditions in this Agreement shall take
priority and supersede any other inconsistent or conflicting provisions that are contained in any
other document or attachment, including but not limited to Attachments "A" and "R", attached
hereto and incorporated herein by reference, or any other document or attachment not specifically
attached hereto or otherwise referenced in this Agreement.
18. MISCELLANEOUS.
A. In the event any provision of this Agreement is found to be void and unenforceable
by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless
he binding upon the parties with the same effect as though the void or unenforceable provisions
had been severed and deleted_
13. This Agreement may be executed in multiple identical counterparts, each of which
shall he deemed an original for all purposes.
C. No waiver of any provision of this Agreement shall be valid or enforceable unless
such waiver is in writing and signed by the party granting such waiver.
D. Each individual executing this Agreement on behalf of' a party hereto hereby
represents and warrants that he or she is, on the date he or she signs this Agreement, duly
aulliorired by all necessary and appropriate action to execute this Agreement on behalf of such
party and does so with full legal authority to bind their respective party to this Agreement.
F.
This Agreement contains the entire agreement of the parties, and may be amended,
waived; changed; modified, extended or rescinded only by in writing signed by the party against
: whom any sueh:amendment, waiver, change,modification, extension and/or rescission is sought.
C6a 11.1617•tuU-PFM f I t,4tNC'1+11 ADVISORS,l.l.C.: 1
IN WITNESS WHEREOF, the parties hereto Wive executed ibis Agreenient in duplicate
on the day and year first written above.
WITNESS: PFM FINANCIAL ADVISORS LLC
BY:
Print Name Sergio D. lvta.svidal,Managing rector
Si, i Name
ATTES CITY O, SUNNY SLILS BEACH
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:Iane F : 'iizes;Ml.C,City Clerk Geora H. Scholl,Mayor
•' # APPROVED AS TO FORM AND
_a p� LEGAL SUFFICIENCY
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RAI",
eC ty Attorney
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C641 k-16I 7-040-P(M fT IANC IAl.ADVISORS.ILC
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S
February 1,2031
Chrisopher Russo,City Manager
City of Sunny Isles Beach;FL
18U7U Collins Avenue
Sunny Isles Beach,FL 33160
Deer Mr.RU550,
nf
rn Please accept this letter as a supplement to our contract documents that were submitted in
I+ response to the City's desire to engage PFM Financial Advisors LLC("PFM")in the capacity of
Financial Advisor to:he City. PFM has previously submitted,for the City's review,our existing
255 Alhambra Cuele
Suite 404 contract with Miami•Dade.County,Florida(Contract No.RFQ00008)than_would serve as a
Cowl Cvables,FL 3313a
786.671,7480 "piggyback''mechanism. This supplemental letter confirms cur intent to abide by the terms,
pfm,com
conditions,and pricing as detailed in Contract. FO0000&
Please du not hesitate to contact me should you need any additional information.
Regards,
Sergio MasvidaI
Marlalia9 Director
PFM Financial Advisors LLC
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ATTACHMENT"A" . s
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MI4Mt. m2E ourvey FLORIDA • ContractNo.•RFL•t00008
• Financial Advisory Services
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GENERAL SEGMENT
Contract No. RFQ00008
THIS AGREEMENT made and entered into as of this day of
•
241,1 by and between Pttlic Financial Management, Inc„ a •
corporation organized and existing under the laws of the State of Pennsylvania, having its
principal office at Two Logan Square, Suite 1600, 18h & Arch Streets, Philadelphia,
Pennsylvania 19103 (heretr►after referred to.as the "Contractor"), and Miami-Dade County, a
political subdivision of the State of Florida, having its principal office at 111 N.W. 1st Street,
Miami, Florida 33128 (hereinafter referred to as the"County'),
WITNESSETH:
WHEREAS,the Contractor has offered to provide tinancia;advisory services, on a non-
exclusive basis,that shall conform to the Scope of Services(Appendix A); Miami-Dade County's
Request for Oualsfications (RFO) No. 00008 and al associated addi;nda and attachments,
incorporated herein by.reference: and the requirements of this Agreement;and,
WHEREAS, the Contractor has submitted a written proposal dated February 18, 2014,
hereinafter referred to as the "Contractors Proposal'which is incorporated herein by reference;
and. •
WHEREAS, the Coanty desires to procure from the Contractor such financial advisory
•
services for the County,in accordance with the terms and conditions of thisAgteement;
NOW, .1HEREFORE,ORE, in consideration of the mutual covenants and agreements herein _
contained,the parties her-oto agree as follows:
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�!r r4MI-DADt=COUNTY'FLORIDA Contract No. RFQOOOO8
ARTICLE 1. DEFINITIONS •
The following words and expressions used in this Agreement shall be construed as follows.
except when it is clear from the context that another meaning is intended;
• a) The words "Contract" or"Agreement" to mean collectively these terms and conditions,
the Scope of Services (Appendix A), all other appendices and attachments hereto, all
amendments issued hereto, RFQ No. 00008 and all associated addenda, and the
Contractor's Proposal,
b) the words"Contract Date"to mean the date on which this Agreement is effective.
•
• c) The words "Contract- Manager" to mean Miami-Dade County's Director, internal
Services Department:.or the duly authorized representative designated to manage the
Contract.
d) The word "Contractor' to mean Public Financial Management, Inc., and its parr-flitted
successors and assigns.
e) The word "Days"to mean Calendar I)ys.
The word "Deliverables'' to mean all documentation and any items of any nature
submitted by the Contractor to the County's Project Manager for review and approval
pursuant to the terms of this Agreement.
g) The words "directed", "required", "permitted', "ordered', "designated", ''selected",
"prescribed" Or words of like import to mean respectively, the direction, requirement,
permission, order, designation, selection or prescription of the County's Project
Manager; and similarly the words "approved", ac cepteble", "satisfactory", "equal",
"necessary", or words of like import to mean respectively, approved by, or acceptable or
satisfactory to,equal or necessary in the opinion of the County's Protect Manager.
h) The wards "Extra Wore" or 'Additional Work to mean additions or deletions or
niodlfeations to the amount, type or value of the Work and Services as required in this
Contract, as directed and/or approved by-the County.
i) The words "Project Manager" to mean the County Mayor or the duly authorized
representative designated to manage the Project. -
j)• The words "Scope of Services"to mean the document appended hereto-as Appendix A,
which details the work to be performed by the Contractor.
k) The word "subcontractor" or `subconsultant' to mean any person, entity, firm or
corporation, other than the employees of the Contractor, who furnishes labor and/cr
materials, in connection with the Work, whether directly or indirectly, on behalf and/or
under the direction of the Contractor and whether-or not in privity of Contract with the
Contractor.
•
• p I) The words "Work" 'Services" "Program", or "Pioject" to'mean a I matters and things •
r r required to be done by the Contractor in accordance with the provisions of this Contract.
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MIAMI--DADE COUNTY.FLORIDA __Contract M.RFQODODB
ARTICLE 2. ORDER OF PRECEDENCE •
If there is a conflict between or among the provisions of this Agreement, the order of
• precedence is as follows: 1) these terms and conditions, 2) Appendices to these tears and
conditions (Scope o, Services and Price Schedule), 3) the Miami-Dade CovnWs RFO No.
04108 and any associated addenda and attachments thereof, and 4)the Contractor's Proposal.
ARTICLE 3. RULES OF INTERPRETATJON
a) References to a specified Article, section or schedule shalt be construed as reference to
that specified Article, or section of, or schedule to this Agreement unless otherwise
indicated.
•
b) Reference to any agreement or other instrument shall be deemed to include such
agreement or other instrument as such agreement or other instrument may, from time to
time,be modified, amended, supplemented, or restated in accordance wi h.lfs terms.
c) The terms "hereof', "herein", ''hereinafter", 'hereby", "herewith", "hereto", and
"hereunder"shall be deemed to refer to this Agreement.
d) The titles, headings, captions and arrangements used in these Terms and Conditions
are for convenience only and shall not be deemed to limit,amplify or modify the terms of
this Contract; nor affect the meaning thereof.
ARTICLE 4. NATURE OF THE AGREEMENT
•
a) This Agreement incorporates and includes all prior negotiations, correspondence,
conversations, agreements, and understandings applicable to the matters contained in
this Agreement The parties agree that there are no c.cmmitrnents, agreements, or
understandings concerning the subject matter of this Agreement that are not contained
in this Agreement, and that this Agreement contains the entire agreeme.nt between the
parties as to all matters contained herein. Accordingly; it is agreed that no deviation
• from the terms hereof shall be predicated upon any prior representations or agreements, i_
whether oral or written. It is further agreed that any oral representations or modifications
concerning this Agreement shaft be of no force or effect,and that this Agreement may
modified, altered or amended only, by a written amendment duly executed by both
parties heretoor their authorized representatives, •
•
h) The Contractor shall provide the services set forth in the Scope of Services, and render
full and prompt cooperation with the County in all aspects of the Services performed•
hereunder,
: c) The Contractor acknowledges that this Agreement requires the performance of all things
necessary for or incidental to the effective and complete performance of all Work and
Services under this Contract. All things not expressly rnentioned in this Agreement but .
necessary to carrying out its intent are required by this Agreement, and the Contractor
{ shalt perform the same as though they were specifically mentioned, descrIbed and
delineated.
d) i The Contractor shall furnish all labor, materials, tools, supplies, and other items required •
i to perform the Work and Services that are necessary for the completion of this Contract.
All Work and Services shall be accomplished at the direction of and to the satisfaction of
the County's Project Manager.
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MIAM DADECOLNTY,FLORIDA Con±raetNa RF OOQQB
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e) The Contractor acknowledges that the County shall be responsible for making all policy
decisions regarding the Scope of Services. The Contractor.agrees to provide input on
policy issues in the form of recommendations. The Contractor agrees to implement any
and all changes in providing Services hereunder as a result of a policy change
implemented by the County. The Contractor agrees to acf in an expeditious and fiscally -
sound manner in providing the County with input regarding the time and cost to
implement said changes and in executing the activities required to implement said
changes.
ARTICLE 5. CONTRACT TERM
The Contract shall become effective on the dale set forth on the first page and shall continue
through the last day of the 35`x' month. The County, at its sole discretion, reserves the right to
exercise the option to renew this Contract for two additional two-year periods_ The County
reserves the right to exercise its option to extend this Contract for up to one hundred-eighty
(180) calendar days.beyond the current Contract period and will notify the Contractor in writing
of the extension. This Contract may be extended beyond the initial one hundred-eighty (180)
• calerxdar day extension period by mutual agreement between the County and the Contractor,
upon approval by the Board of County Corntmissioners,
ARTICLE 6. NOTICE REQUIREMENTS
All notices required or permitted under this Agreement shall be in writing and shall be deemed
sufficiently served if delivered by Registered 'a Certified Mail, with return receipt requested; or
delivered personally; or delivered via tax or e-mail (if provided below)and followed with delivery
of hard copy;and in any case addressed as follows:
(1) to the County
a) to the Project Manager:
Miaini,Dade County
Finance Department •
• Attention:Director, Division of Bond Administration
• 111 NW VI Street, Suite 2550
• Miami. FL 33128-1974
Phone: (305)375,5046
Fax: (305)375-5659 •
and,
b) to the Contract Manager:
Miami-Dade County
Internal Services Department, Procurement Management Division •
• 111 NW. 'I61 Street, Suite 1375
Miami, FL 33128-1074 •
Attention: Assistant Director
Phone: (305)375.5548
Fax: (305)375-2316
E-mail: singererniarrlid.sde.gav
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MIAMI-DADE COUNTY,FLORIDA ConfraetNo,RFQ00008 •
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(2) To the Contractor
Public Financial Management, Inc.
Two Logan Square, Suite 1600
18tn&Arch Streets
Philadelphia, PA 19103
Attention: Sergio D. Masvidal
Phone: (305)448-6902
Fax: (305)44B-7131
E-mail: rnasvidals@pfm.com
Either party may at any time designate a different address and/or contact person by giving
notice as provided above.to the other party Such notices shall be deemed given upon receipt
by the addressee.
•
ARTICLE 7. PAYMENT FOR SERVECES/AMOUNT OBLIGATED
The Contractor warrants that it has reviewed the County's requirements and has asked such
questions and conducted such other inquiries as the Contractor deemed necessary in order to
determine the price the Contractor will charge to provide the Work and Services to be
performed under this Contract. The compensation for all Work and Services performed under
this Contract, including all costs associated with such Work and Se!vices, shall be pursuant to
Appendix B, Price Schedule. The County shall have no obligation to pay the Contractor any
additional sum in excess of this amount, except fur a'change and/or modification to the
Contract; which is approved and executed in writing by the County and the Contractor.
•
Ail Services'undertaken by the Contractor before County's approval of this Contract shall be of
tire Contractor's risk and expense.
•
With respect to travel costs and travel-aerated expenses, the Contractor agrees to adhere to
Section 112.n51 of the Florida Statutes as they pertain to out-of-pocket expenses, including
employee lodging, transportation, per diem, and all miscellaneous cost and fees. The County
shall not he liable for any such expenses that have not been approved in advance, in writing,by
the County.
ARTICLE 8. PRICING •
Prices shaft remain firm and fixed for the term of the Contract, including any option or extension
periods;however,the Contractor may offer incentive discounts to the County at any time dull/1g
• the Contract term, including any renewal or extension thereof. .
ARTICLE 9. METHOD AND TIMES OF PAYMENT
•
The Contractor agrees that Under the provisions of this Agreement, as reimbursement for those •
actual, reasonable and necessary costs incurred by the Contractor, which are directly
attributable or properly allocable to the Services, the Contractor may bill the County periodically,
but not mare than once per month,,upon Invoices certified by the Contractor pursuant to
Appendix B--Price Schedule., Alf invoices shall be taken from the books of account kept by the
Contractor, shall be supported by copies of payroll distribution, receipt bills or other documents
reasonably required by the County, shat show the County's contract number, and shall have a
unique invoice number assigned by the Contractor. It is the policy of'Miami-Dade County That
payment for all purchases by County agencies and the Public Health Trust shall be made in a
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MIAMI-DADE COUNTY, FLORIDA_ Contract No.RFQ00008
timely manner and that interest payments be made on late payments. In accordance with
Florida Statutes, Section 218,74 end Section 2-8,1.4 of the Miami-bade County Code_ the time
at which payment shall be due from the County or the Public Fteaith Trust shall be forty-five (45)
• days from receipt of a proper invoice. The time at which payment shall be due to small
•
businesses shall he thirty(30)days from receipt of a proper invoice. All payments due torn the
County or the Public Health Trust, and not made within the time specified by this section shall
bear interest from thirty (30 days after the due date at the rate of one percent (1%) per month
on"the unpaid balance. Fuither, proceedings to resolve disputes for payment of obligations
shall be concluded by final written decision of.the County Mayor; or his or her dosignee(s), not
later than sixty(60) days after the date on which the proper invoice was received by the County
or the Public l i2al:h Trust.
In accordance with Miami-bade County Impiemenling Order 3-9, Accounts Receivable •
Adjustments, if money is owed by the Contractor to the County, whether under this Contract or
for any other purpose, the County reserves the right to retain such amount from payment due by
•
County to the Contractor under this Contract. Such retained amount shalt be applied to the
amount owed by the Contractor to the County: The Contractor shall have no further claim to
such retained amounts which shall be deemed full accord and satisfaction of the amount due by
the County to the Contractor for the applicable payment due herein.
Invoices and associated back-up documentation shall be submitted in duplicate by the
Contractor to the County as follows:
Miami-Dade County
Finance Department
111 NW 14IStreet, Suite 2550
Miami, FL 33128-1974
Attention: Division of Bored Administration
The County may at any time designate a different address andlor contact person by giving
written notice to the other party.
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• ARTICLE 10. INDEMNJFICATlON AND INSURANCE •
The Contractor? shall indemnify and hold harmless the County and its officers, employees,
agents and instrumentalities from any and all liability, losses or damages, including attorneys'.
fees and costs of defense, which the County or its officers, employees, agents or
instrumentalities may incur as a result of claims, demands, suits, causes of actions or
• proceedings of any kind or nature arising out ofi, relating to or resulting from the performance of
this Agreement by the Contractor or its employees, agents, servants, partners principals or
subcontractors. The Contractor shall pay all claims and losses in connection therewith and shall
investigate and defend all claims, suits or actions of any kind or nature in the name of the
County, where applicable, including appellate proceedings, and shall pay all costs, judgments,
end attorney's fees which may issue thereon. The Contractor expressly understands and
•agrees that any insurance protection required by this Agreement.or othervdise provided by the
Contractor shall in no way limit the responsibility to indemnify, keep end save harmless and
defend the County or its officers, employees, agents and instrumentalities as herein provided_
Upon County's notification, the Contractor shall furnish to the Internal Services Department,
Procurement Management Division, Cellifl:ates of insurance that indics.te that insurance '
coverage has been obtained,which meets the requirements as outlined below:
1" Vlrorkcr"s Compensation Insurance for sil employees of the Cantradtor as required by
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Florida Statute 440-
2. Public Liability insurance on a comprehensive basis in an amount not less than
$300,000 combined single limit per occurrence for bodily injury and property damage. •
Miami-Dade County must be shown as an additional insured with respect to this
• coverage. The mailing address of Miami-Dade County 111 N.W. 1st Street, Suite
1300, Niiarni, Florida 33128-1974, as tho certificate holder, must appear on the
certificate of insurance,
3. Automobile Liability Insurance covering all owned, non-owned, and hired vehicles used
in connecticm with the Services, in an amount not less than $300,0-00 combined single
limit per occurrence for bodily injury and property damage. •
4. Professional Liability Insurance in en amount not less than$1,000,000. •
The company must be rated no less than "A-"as to management, and no less than "Class Vit"
as to financial strength by A.M. Best Company, Cldwick, New Jersey, or its equivalent, subject
to the approval of the County Risk Management Division.
OR
The company must hold a valid Florida Certificate of Authority as shown in the latest"List of Ali
Insurance Companies Authorized or Approved to Do Business in Honda", issued by the State of
Florida Department of Financial Services and are members of the Florida Guaranty Fund.
Compliance with the foregoing requirements shall not relieve the Contractor of this ability and
obligation under this section or under any ether section in this Agreement.
Award of this Contract Is contingent upon the receipt of the insurance documents, as required,
within ten (10) business days. if the insurance certificate is received within the -specified
timeframe but not in the reamer prescribed in this Agreement, the Contractor shell have an
additional five (5) business days to submit a corrected certificate to the County. if the
Contractor fails to submit the required insurance documents in the manner prescribed in this
• Agreement viithin fifteen (15) business days, the Contractor shall he in default of the contractual
terms and conditions and award of the Contract may be rescinded, unless such iirnefrsnie for
submission has been extended by the County.
The Contractor shall be responsible for ensuring that the insurance certificates required in -
conjunction with this Section remain in force for the duration of the contractual period of the
Contract, including any and all option years or extension periods that may he granted by the
County- ff insurance certificates are scheduled to expire during the contractual period, the
Contractor shall de responsible for submitting new or renewed insurance certificates to the
County at a minimum of thirty (30) calendar days in advance of such expiration. In the event
that expired certificates are not replaced with new or renewed certificates which cover the
contractual period,the County shalt suspend the Contract until such time as the new or renewed
certificates are received by the County in the manner prescribed herein; provided, however,that
this suspended period does not exceed thirty (30) calender days. Thereafter, the County may,.
at its sole discretion;terminate this contract.
ARTICLE 'It MANNER OF PERFORMANCE
a) The Contractor shall provide the Services described herein in a competent and
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MIAMI.DADE COUNTY. FLORIDA ConfacfNo.fti: 000x6 •
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professional manner satisfactory to the County in accordance with the terms and
•
conditions of this Agreement. The County shall be entitled to a satisfactory performance -
of all Services described herein and to full and prompt cooperation by the Contractor in •
all•aspects of the Services. At the request of the County, the Contractor shall promptly
remove from the project any Contractor's employee, subcontractor, or any other person
performing services hereunder. The Contractor agrees that such removal of any of ifs
employees does not require the termination or demotion of any employee by the
Contractor_
b) The Contractor agrees to defend, hold harmless and indemnity the County and shall be
liable and responsible for any and all ctaims, suits, actions, damages and costs
(including attorney's fees and court costs) made against the County, occurring on
account of, arising from or in connection with the removal and replacement of any
Contractor's personnel performing services hereunder at the behest of the County.
Removal and replacement of any Contractor's personnel as used in this Article shall not
require the termination and or demotion of such Contractor's personnsf,
c} The Contractor agrees that at all times it will employ, maintain and assign to the •
performance of the Services a sufficient number of competent and qualified
professionals and other personnel to meet the requirements to which reference is
hereinafter made. The Contrauter agrees to adjust its personnel staffing levels or to
• replace any its personnel if so directed upon reasonable ruesl from the County,
should the County make a determination, in its sole discretion; that said personnel
staffing is inappropriate or that any individual is not performing in a manner consistent
with the requirements for such a position_
d) The Contractor warrants and represents that its personnel have the proper skill, training,
background, knowledge, experience, rights, authorizations, integrity, character and
licenses as necessary to perform the Services.described herein, in a competent and
professional manner.
•
e) •The Contractor shall at all times cooperate with the County and coordnate its respective
• Work efforts to most effectively and efficiently maintain the progress in performing the
Services.
f) The Contractor shall comply,with all provisions of all federal, state and local laws,
statutes, ordinances, and regulations that are applicable to the performance of this •
Agreement.
ARTICLE 12. EMPLOYEES OF THE CONTRACTOR
All employees of the Contractor shall be considered to be, at all times, employees of the
Contractor under its sole direction and not employees or agents of the County. The Contractor
shall supply competent employees, Miami-Dade County may require the contractor to remove
an employee it deems careless, incompetent, insubordinate or otherwise objectionable and
whose continued employment on County property is not in the best interest of the County. Each
employee shall have and wear proper identification.
ARTICLE 13. INDEPENDENT CONTRACTOR RELATIONSHIP
I The Contractor is, and shall be, in the performance of all work services and activities under this
Agreement, an independent contractor, and not an employee, agent or servant of the County.
All persons engaged in any of the work cr services performed pursuant to this Agreement shall
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MIAMI-DADE COUNTY FLORIDA Contract No_PFQ00008
at ali times, and in all places, be subject to the Contractor's sole clirectien, supervision and
control. The Contractor shall exercise control over the means and manner in which it and its •
employees perform the work, and in all respects the Contractor's relationship and the
relationship of its employees to the County shall be that of an independent contractor and not as
employees and agents of the County.
The Contractor dries not have the power or authority to bind the County in any promise,
agreement or representation other than specifically provided for in this Agreement.
•
ARTICLE 14. AUTHOR{TY OF THE COUNTY'S PROJECT MANAGER
a) The Contractor hereby acknowledges that the County's Project Manager will determine
in the first instance all questions of any nature whatsoever arising out of, under, or in
connection with, or in any way related to or on account of, this Agreement including
without ii.rtitetioris: questions as to the value, acceptability and fitness of the Services;
questions as to either party's f ufftlfinent of its obligations under the Contract; negligence,
fraud or misrepresentation before or subsequent to acceptance of the Contractor's •
• Proposal; questions as to the interpretation of the Scope of Services; and claims for
damages, compensation and losses,
b) The Contractor shall be bound by all determinations or orders and shall promptly comply
with every order of the Project Manager, including the withdrawal or modification of any
previous order and regardless.of whether the Contractor agrees with the Project
Manager's determination or order. Where orders are given orally, they will be issued in
writing by the Project Manager as soon thereafter as is practicable,
•
c) The Contractor must, in the tinel instance, seek to resolve every difference concerning
the Agreement with the Project Manager. In the event that the .Contractor and the
Project Manager are unable to resolve their difference, the Contractor may :vitiate a
dispute in accordance with the procedures set forth in this Article. Exhaustion of these
procedures shall be a condition p:'ecodcnt to any lawsuit permitted hereunder.
d) In the event of such dispute, the parties to this Agreement authorize the County Mayor
or designee, who may not be the Project Manager or anyone associated with this
Project, acting personally, to decide all questions arising out of, under, or in connection
with, or in any way related to or On account of the Agreement (including but not limited to
efr.tirris in the nature of breach of contract, fraud or misrepresentation arising either
before or'subsequent to execution hereof) and the decision of each with respect to
matters within the County Mayor's purview as set forth above shall be conclusive, final
and binding on parties. Any such dispute shall be brought, if at ail, before the County
Mayor within 10 days of the occurrence, event or act out of which the dispute arises,
e) The County Mayor may base this decision on such assistance as may be desirable,
including advice of experts, but in any event shall base the decision on an independent
and objective determination of whether Contractor's performance or any Deliverable
meets the requirements of this Agreement and any epecifcatlons with respect.thereto
set forth herein. The effect of any decision shall not be irrpaired or waived by any
. . negotiations or settlements or offers made in connection with the dispute, whether or not
r the County Mayor participated therein, or by any prior decision of others, which prior
decision shall be deemed subject to review, or by any termination or'cancetlation of the
Agrreornont. All such disputes shall be submitted to writing by the Contractor to the
County Mayor for a decision, together with all evidence and other pertinent information in
regard to such questions, in order that a fair and impartial decision may be made. •
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Whenever the County Mayor is entitled to exercise discretion or judgement or to make a
determination or form all opinion pursuant to the provisions of this Article, such action
shad be fair and impartial when exercised or taken, The County Mayor, as appropriate, .
-shall render a'decision in writing .and deliver a copy of the same to the Contractor.
Except as,such remedies may be [fruited or waived elsewhere in the Agreement,
Contractor reserves the right to pursue any remedies available under law after
exhausting the provisions of this Article.
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AMT1CLE 15. MUTUAL OBLIGATIONS
a) This Agreement, including attachments and appendices to the Agreement, shall
constitute the entire Agreernent between the parties with respect hereto and supersedes
all previous communications and representations or agreements, whether written or oral,
with respect to the subject matter hereto unless acknowledged in Writing by the duly
authorized representatives of both parties.
b) Nothing in this Agreement shall be construed for the benefit, intended or otherwise, of
any third party that is not a parent or subsidiary of a party or otherwise related (by virtue
of ownership control or statutory control)to a party.
c) In those situations where this /Agreement imposes an indemnity obligation on the
Contractor, the County may, at its expense, elect to-participate in the defense if the
• County should so choose. Furthermore, the County may at its own expense defend or
settle any such; claims if the Contractor fails to diligently defend such claims, and
thereafter seek intiernn'rty for costs from the Contractor.
ARTICLE 16. QUALITY ASSI1R.ANMQUALITY ASSURANCE RECORD KEEPING
The.Contractor shall ;naintain, and shall require that its subcontractors and suppliers maintain,
complete and accurate records to substantiate compliance with the requirements set forth in the
Scope of Services. The Contractor and Its subcontractors and suppliers, shalt retain such
records, and all other documents relevant to the Servicers furnished under this Agreement for a
period of three(3)years from the expiration date of this Agreement and any extension thereof.
ARTICLE 17. AUDITS .
The County, or its duly authorized representatives or governmental agencies, shall until the
expiration of three (3) years after the expiration of this Agreernent and any extension thereof,
have access to and the right to'examine and reproduce any of the Contractor's books, -
dpcuments, papers and records arid of its subcontractors and suppliers which apply to all
matters of the County. Such records shall subsequently conform to Generally Accepted
• Accounting Principles requirements, as applicable, and shall only address those transactions
related to this Agreement.
Pursuant to Section 2.46f of the Miarni-Dade County Code, the Contractor will grant access to
the Commission Auditor to. all financial and performance related records, property, and.
• • equipment purcnased in whole or in part with government funds. The Contractor agrees to
maintain an accounting system that provides accounting records that are, supported with
adequate documentation, and adoquate procedures for determining the ailowabiliiy and
ellocability of costs.
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ARTICLE 18. SUBSTITUTION OF PERSONNEL
In the event the Contractor wishes to substitute personnel for the key personnel identified by
• the Contractor's Proposal, the Contractor must notify the County in writing and request written •
-
approval for the substitution at least ten (10) business days prior to effecting such substitution.
ARTICLE 19. CONSENT OF THE COUNTY REQUIRED FOR ASSIGNMENT
The Contractor shall not assign, transfer, convey or otherwise dispose of this Agreement,
including Its rights;title or interest in hi to the same or any part thereof withdut the prior written
consent of the County.
ARTICLE 20. SUBCONTRACTUAL RELATIONS
a) if the Contractor will causo any part of this Agreement to be performed by a
Subcontractor, the provisions of this Contract will apply to such Subcontractor and its
officers, agents and employees in all respects as if it and they were employees of the
Contractor-; and the Contractor will not be in any manner thereby discharged from its
obligations and liabilities hereunder, but will be liable hereunder for all acts and
negligence of the Subcontractor, its officers, agents, and employees, as if they were
employees of the Contractor. The services performed by the Subcontractor will be
subject to the provisions hereof as if performed directly by the Contractor.
b) The Contractor, before making any subcontract for any portion of the services, will
state in writing to the County the name of the proposed Subcontractor, the portion of
the Services which the Subcontractor is to do, the place of business of such
Subcontractor, and such other information as the County may require. The County will
have the right to require the Contractor not to award any subcontract to a person,firm
or corporation disapproved by the County.
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c) Before entering into any subcontract hereunder, the Contractor will inform the .
Subcontractor fully and completely of all provisions and requirements .of this
Agreement relating either directly or indirectly to the Services to be performed. Such
Services performed by such Subcontractor will strictly comply with the requirements of
this Contract.
d) In order to qualify as a Subcontractor satisfactory to the County, in addition to the other
requirements herein provided, the Subcontractor must be prepared to prove to the
satisfaction of the County that it has the necessary facilities, skill and experience,.and
ample financial resources to perform the Services in a satisfactory manner. To be
considered skilled and experienced, the Subcontractor must show to the satisfaction of
the County that it has satisfactorily performed services of the same general type which
is required to be performed under this Agreement.
e) The County shall have the right to withdraw its consent to a subcontract if it appears to -
the County that, the subcontract will delay, prevent, or otherwise impair the
performance of the Contractor's obligations under this Agreement,, Ail Subcontractors
are required to protect the confidentiality of the County's and County's proprietary and
confidential information. Contractor shall furnish to the County copies of. all
subcontracts between Contractor and Subcontractors and suppliers hereunder. Within
each such subcontract, there shall be a clause for the benefit of the County in the
event the County finds the Contractor in breach of this Contract, permitting the County
to request completion by the Subcontractor of its performance obligations under the
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subcontract. The clause shall include an option for the County to pay the
Subcontractor directly for the performance by such Subcontractor. Notwithstanding,
the foregoing shall neither convey nor imply any obligation or'Jiabiiity on the part of the
County to any subcontractor hereunder as more.fully described herein, .
ARTICLE 21. ASSUMPTION, PARAMETERS, PROJECTIONS. ESTIMATES AND
EXPLANATIONS
The Contractor understands and agrees that any assumptions, parameters, projections,
estimates and explanations presented by the County were provided to the Contractor for
evaluation purposes only. However; since these assumptions, parameters, prujec ions,
estimates and explanations represent predictions of future events the County makes no
representations or guarantees; and the County shall not be responsible for the accuracy of the
assumptions presented; and the County shaft not be responsible for c:.nclusions to be drawn
therefrom; and any assumptions, parameters, projections, estimates and explanations shall not
form the basis of any claim by the Contractor. The Contractor accepts alt risk associated with
using this Information_ .
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ARTICLE 22_ SEVERABILITY
If.this Agreement contains any provision found to be unlawful, the same shalt be deemed to be
of no effect and shall be deemed stricken from this Agreement without affecting the binding
force of this Agreement as it shall remain after omitting,uch provision.
ARTICLE 23. TERMINATION AND SUSPENSION OF WORK
a) The County may terminate this Agreement if an.individual or corporation or other entity
attempts to meet its contractual obligation with the County through fraud,
misrepresentaticir or material misstatement.
b) The County may, as a further sanction, terminate or cancel any other contracts) that
such indiMiduaf or rorporatinn or other entity has with the County and that such
inchvidual;corporation or other entity shall be responsible for all direct and indirerA costa
• associated with such termination or cancellation,including attorney's fees.
• e) The foregoing notwthstanding, any individual, corporation or other entity which attempts
to meet its contractual obligations with the County through fraud, misrepresentation or
material misstatement may be debarred from County contracting for up to five (5)years
in accordance with the County debarment procedures. The Contractor may be subject
to debarment for failure to perform and all other reasons set forth in Section 10-38 of the
County Code.
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• c') In addition is cancellation or termination as otherwise provided in this Agreement, the
County may at any time, in its sole discretion, with or without cause, terminate this
Agreement by written notice to the Contractor.
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e) In the event that the County.exercises 'its right to terminate 'this Agreement, the
Contractor shall, upon receipt of such notice, unless otherevise directed by the County:
I. stop work.on the date specified in the notice("the Effective Termination Date");
take such action as may be necessary for the protection and preservation of the
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County's materials and property;
iii. cancel orders;
iv. assign to the County and deliver to any location designated by the County any non •
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cancelable orders for Deliverables that are not capable of use except in the
performance of this Agreement and has been specifically developed for the sole
purpose of this Agreement and not incorporated in the Services; •
v. take no action which will increase the amounts payable by the County under this
Agreement; and
t) in the event that the County exercises its right to terminate this Agroernert, the
Contractor will be compensated as stated in the payment Articles herein for the:
i. portion of the Services completed in accordance with the Agreement up to the
Effective Termination Date; and
ii. noncancelable Deliverables that are not capable of use except in the
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performance of this Agreement and has been specifically developed for the sale
-purpose of this Agreement, but not incorporated in the Services.
g) All compensation pursuant to this Article are subject to audit.
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ARTICLE 24., EVENT OF DEFAULT
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a) An want of Default shall mean a breach of this Agreement by the Contractor. Without
limiting the generality of the foregoing, and in addition to those instances referred to
herein as a breach, an Event of Default shall include the following:
i. the Contractor has not delivered Deliverables on a timely basis;
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ii. the Contractor.has refused or failed to supply enough properly skilled staff
personnel;
the Contractor has faded to make prompt payment to subcontractors or suppliers for
any Services;
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iv, the Contractor has become insolvent (other than as interdicted by the bankruptcy
• laws), or has assigned the proceeds received for the benefit of the Cnntractoi's
creditors, or the Contractor has taken advantage of any insolvency statute or
debtor/creditor law or if the Contractor's affairs have been put in.thehands of a
receiver;
v. the Contractor has failed to obtain the approval of the County where required by this
Agreement;
vi. the Contractor has failed to provide "adequate assurances' as required under •
subsection b below;
E ori. the Contractor has failed in the repioseniation of any warranties stated herein.
b) When, in the opinion of the County, roesonable grounds for uncertainty exist with
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respect to the Contractor's ability lo perform the Services or any portion thereof, the •
County may request that the Contractor, within the timeframe set forth in the County's
request, provide adequate assurances to the County, in writing, of the Contractor's ability
to perform in accordance With the terms of this Agreement. UntiJ the County receives •
such assurances, the County may request an adjustment to the compensation received
by the Contractor for portions of the Services which the Contractor has not performed:
In the event that the Contractor fails to provide to the County the requested assurances
within the prescribed timefrarne, the County may:
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i. treat such failure as a repudiation of this Agreement; and
ii. resort to any remedy for breach provided herein-or at law, including but not limited
to,takng over the performance of the Services•or any part thereof either by rtsclt or
through others,
c) rn the event the County shall terminate this Agreement for default, the County or its
designated representatives may immediately take possession of all applicable
equipment, materials, products,documentation,-reports and data•
ARTICLE 25. NOTICE OF DEFAULT-OPPORTUNITY TO CURE
if an Event of Default occurs in the determination of the County: the County may so notify the.
Contractor {'Default Notice"), specifying the basis for such default, and advising the Contractor
that such default must be cured immediately or this Agreement with the County may be
terminated. Notwithstanding, the County may, in its Sole discretion, allow the Contractor to
rectify the default.to the County's reasonable satisfaction within a thirty (30) day period. The •
County may grant an additional period of such duration as the County shall deem appropriate
without waiver of any of the County's rights hereunder, so long as the Contractor has
commenced curing such default and is effectuating a cure with diligence and continuity during
such thirty (30)clay period or any other period which the County prescribes. The default notice
shall specify the date the Contractor shall discontinue the Services upon the Termination ination Dale.
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ARTICLE 26. REMEDIES IN THE EVENT OF DEFAULT
If an Event of Vefautt occurs, the Contractor shall be liable for all damages resulting from the
default, including but not limited to: •
a) lost revenues;
b) the difference between the cost associated with procuring Services hereunder and the
amount actually expended by the County for re-procurement of Services, including
procurement and administrative costs; and
c) such other direct damages.
The Contractor shall also remain liable for any liabilities and crairns related to the Contractor's
default. The County may also bring any suit or proceeding for specific performance or for an •
injunction.
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ARTICLE 27. PATENT AND COPYRIGHT INDENINIFICAT ON
• a) The Contractor shall not infringe on any copyrights, trademarks, service marks, trade
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MIAMI-DADS COUNTY.FLORIDA Contraof No. RFOO0008
secrets, patent rights, other intellectual property rights or any other third-party proprietary
rights in the performance of the Work.
h) The Contractor warrants that all Deliverables furnished hereunder, including but not
limited
to:• equipment, programs, documentation, software, analyses, applications,
methods, ways, processes, and the like, do not infringe upon or violate any copyrights, -
trademarics, service marks; trade secrets, patent rights, other intellectual property rights
or any other third party proprietary rights.
c) The Contractor shall be liable and responsible for arty and all claims made against the
County for infringement of patents, copyrights, service marts,trade secrets or any other
third party proprietary rights, by the use or supplying of any programs, documentation,
software, analyses, applications, methods, ways, processes, and the Like, in the course
of performance or completion of, or in any way connected with, the Work, or the
County's continued use of the Deliverables furnished hereunc er. Accordingly, the
Contractor at its own expense, including the payment of attorney's fees,shall indemnify,
and hold harmless the County and defend any action brought against the Cdurity with
respect to any claim,demand, cause of.action, debt, or liability.
d) in the event any Deliverable or anything provided to the County hereunder, or portion
thereof is held to constitute an infringement and its use is or may he enjoined, the
Contractor shall have the obligation to,at the County's option to(I)modify,or require that
the applicable subcontractor or supplier modify, the alleged infringing itern(s) at its own
expense,without impairing in any respect The functionality or performance of the item{s),
or(ii) procure for the County, at the Contractor's expense, the rights provided under this
Agreement to use the item(s).
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e) The Contractor shall be solely responsible for determining and informing the County
whether a prospective supplier or subcontractor ;s a party to any litigation involving
patent or copyright infringement, service mark, trademark, violation, or proprietary rights
claims or is subject to any injunction which may prohibit it from providing any Deliverable
'hereunder. -ire Contractor shall enter into agreements with all st.-ppliers and
subcontractors at the Contractor's own risk. The County may reject any Deliverable that
if believes to be the subject of any such litigation or injunction, or if, in the C;ounty's
judgment, uao thereof would delay the Work or be unlawful.
ARTICLE 28, CONFIDENTIALITY
a) All Developed Works and other materials, data; transactions of ail forms, financial
information, documentation, inventions, designs arid methods obtained from the County
in connection with the Services performed under this Agreement; made or developed by
the Contractor or ifs subcontractors in the course of the performance of such Service;
or the results of such Services, or which the County holds the proprietary rights,
constitute Confidential Information and may not, without the prior written consent of the
County, be used by the Contractor or its employees, agents,subcontractors or suppliers
for any purpose other than for the benefit of the County, unless required by law. In
addition to the foregoing, all County employee information and County financial
information shall be consldered Confidential Information and shall be subject to all the
• requirements stated herein. Neither the Contractor nor its employees, agents,
subcontractors or suppliers may sell, transfer, publish, disclose, display, license or
Otherwise make available to others any part of such Confidential Information without the
prior written consent of the County. Additionally, the Contractor expressly agrees to be
bound by and to defend, indemnify and hold harmless the County, and their officers and
employees from the breach of any federal, state or local law in regard to the privacy of
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• MIAMI-DADE COUNTY FLORIDA • Contract No.RFQ00008 •
indiv duals,
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b) The Contractor shall advise each of its employees, dcgents,•subcontractors and suppliers •
wile may be exposed to such Confidential Information of their obligation to keep such.
Information confidential and shall promptly advise the County in writing if it learns of any
unauthorized use or disclosure of the Confidential lnformatFon by any of its employees or
• agents, or subcontractor's or supplier's employees, present or former. 1n addition, the
Contractor agrees to cooperate fully and provide any assistance necessary to ensure the
confidentiality of the Confidential Information. -
c) It is understood and agreed that in the event of a breach of this Article damages may not
be an adequate remedy and the County shall be entitled to injunctive relief to restrain. -
any such breach or threatened breach. Unless otherwise requested by the County,
upon the completion of the Services performed hereunder, the 'Contractor shall
immediately turn over to the County all such Confidential Information existing in tangible
form,and no copies thereof shall be retained by the Contractor or its employees, agents,
subcontt•autors or suppliers without the prior written consent of the County. A certificate
evidencing compliance with this provision and signed by an officer of the Contractor shall
accompany such materials.
ARTICLE 29. PROPRIETARY INFORMATION
As a poilicaf subd vision of the State of Florida, Miami-Dade County is subject to the
stipulations of Florida's Public Records Law.
TheContractor acknowledges that all computer software in the County's possession may
constitute or contain information or materials which the County has agreed to protect as
proprietary information from disclosure or unauthorized use and may also constitute or contain
rnforrnation or materials which the County has developed at its own expense, the disclosure of
• which could hare, the County's proprietary interest therein.
During the term of the contract, the Contractor will not use directly or indirectly for itself or for
others, or publish or disclose to any third party, or remove from the County's property, any
computer programs, data compilations, or other software which the County has developed, has
used or is using, is holding for use, or which are otherwise in the possession of the County
. (hereinafter "Computer Software°). All third-party license agreements must also be honored by
the contractors and their employees, except as authorized by the County and, if the Computer
Software has been leased or purchased by the County, all hirad party license agreements must
also be honored by the contractors' employees with the approval of the lessor or Contractors
thereof. This includes mainframe, minis, telecommunications, personal computers and any and
all information technology software.
The Contractor will report to the County any information discovered or which is disclosed to the
Contractor Which may relate to the improper use, publication, disclosure or removal from the
County's property of any information technology software and hardware and will take such steps
as are within the Contractor's authority to prevent improper use, disclosure or rernoval.
ARTICLE 30. PROPRIETARY RIGHTS •
a) The Contractor hereby acknowledges and agrees that the County retains all rights, title
and interests in and to all materials,data: documentation and copies thereof furnished by
• Page 16 of 25
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• !f,4li7I--DADS COUNTY.FLORIDA ' _ Contract No.RFQ00008 '
the County to the Contractor hereunder or furnished by the Contractor to the County
and/or created by the Contractor for delivery to the County, even if unfinished or in
process, as a result of the Services the Contractor performs to connection with this
Agreement, including all copyright and other proprietary rights therein, which the
Contractor as well as its employees, agents, subcontractors and suppliers may use only
in connection with the performance of Services under this'Agreement. The Contractor
shall not,without the prior written consent o'the County, use such documentation on any
other project in which the Contractor or its employees, agents, subcontractors or
suppliers are or may become enoaged_ Submission or distribution by the Contractor to
meet official regulatory requirements or for other purposes in connection with the
performance of Services under this Agreement shall not be construed as publication in
derogation of the County's copyrights or other proprietary rights.
b) All rights, title and interest in and to certain inventions, ideas, designs and methods,
specifications and other documentation related thereto developed by the Contractor and
its subcontractors specifically for the County, hereinafter referred to as "Developed
Works" shall become the property of the County.
c) Accordingly, neither the Contractor nor its employees, agents, subcontractors or
suppliers shall have any proprietary interest in such Developed Works_ The Developed
Works may riot be utilized, reproduced or distributed by or on behalf of the Contractor, or
any employee, agent, subcontractor or supplier thereof , without the prior written consent
of the County; except as required for the Contractor's performance hereunder.
' d) Except as ufheiwise provided in subsections a, b, and c above, or elsewhere herein,the
• Contractor and its subcontractors and suppliers hereunder shall retain all proprietary
rights in and to all Licensed Software provided hereunder, that have not been
customized to satisfy the performance criteria set forth in the Scope of Services.
Notwithstanding the foregoing, the Contractor hereby grants, and shall require that its
subcontractors and suppliers grant, if the County so desires, a perpetual, irrevocable
and unrestricted right and license to use, duplicate, disclose andfor permit any ether
person(s) or entity(ios) to use e!I such Licensed .Software• and the associated
specifications, technical data and other Documentation for the operations of the County
or entities controlling, controlled by, tinder common control with, or affiliated with the
County, or organizations which may hereafter be formed by or become affiliated with the
• County. Such license specifically includes, but is not limited to, the right of the County to
Use and/or disclose, in whole or in part, the technical documentation and Licensed
Software, including source code provided hereunder, to any person or entity outside the
County for such person's or entity's use in furnishing any and/or all of the Deliverables
provided hereunder exclusively for the County or entities controlling, controlled by, under
common control with, or aff[liated with the County, or organizations which may hereafter '
be formed by or become affiliated with the County. No such License Software,
specifications,data, documentation or related information shall be deemed to have been
given in confidence and any statement or legend to the contrary shall be void and of no
effect.
ARTICLE 31, VENDOR REGISTRATIONICGNFl._ICT OF INTEREST •
a) Vendor Registration
The Contractor shall be a registered vendor with the County — Internal Services Department,
Procurement Management Division, for the duration of this Agreement. In becoming a
Registered Vendor with Miami-Dade County, the Contractor confirms its knowledge of and
Page 17 of 25 _
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ContraCt No.RFQ000178
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commitment to comp)y with the fallowing:
• i, frruamf-Ode County Ownership Disclosure Ahfdevff I.Q. Environmentally Packaging
(Sedior?2-6,1 or the Doti ny Code) (ResoruilenR-75a-
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2, Miami-Dade County Employment disclosure Affidavit 14. W-9 aild 8104 roams
(Seo&on 2.8•f(d)(2)oifhe Counly Code) (as regz2rned by 11rl»tarnal 13eventie Ser.•Jx)
3. Monti-Dade Employment Drug-free Workpofat a 11 FEW Number or Social Security Number
Certification In order to esl hush a file, the Contractors Fatf2:ar
(SEC 2-a I,2(10 or:fie County Cade) Employer Identification Number (FEk1) must be
• • provided.If no FEIN edsts,the'Social ssourity Number
4, Miami-DarieDisability a❑dNondiscrimination Affidavit et Cie owr;er or ind,viduel niust- be provided- This
(Secfia-r2-&4-5cif the County Code) number beoarncs Cvniractar's 'County Vendee
Mather". To comply wdh Section 115.071(6) of the
• 5. Miartii-Dade County DebarmentOffclosure Ritklavit Florida Stetvtes releling ;o the co3ocfion of an
(.S cflcn ta.38ofTh&CounlyCoda) - irrdivldtr3l'8 Social Security Number,be aware that the
County requests ti-e Social Security Number for the
• G. Miami-Bads Cer�nt3'Vendor Obligation to County folioulnlg purport?:
Affidavit ■ (dentlfica',un of r;.xlividuet account rvoort s
(S:-crfa12-a f x firs County Ga zJ To rnako paymanls to IndivfduallContrac(ar For
• goods and services piovlded to MLnrni-Daae
7. Miami-Dario County Code of Business Ethics Affidavit County
(Serdlon 2-S W)arrd2-11(b)(1)of iha i vny Cede tIt.ectiiih - Tax repatlng puipasus
(s)end Moflhe GtrmfyCodo am/Scoria.]2.11.1{ct offt To provide a unique iderri0sr in Oe vendor
C-aixttyCO J - database that may beused for sea,rfuggand
sartina departmental records
8. i iemt-Rede County Fmnrfly Leave Afmdavlt
(McleVofCrapie 11 ofthe County Code) 1G. Office of the inspector Guiana'
(Sc Ilion 2-1076 oiih a County Code)
9. r7lemt-rAdeGovnfyliving Wage Affidavit _
;Section 2-8.g Pt the County Code) 17. Small Business Ente,prrtses
The Counts'ec.'eevora tic obtain the partrcipabon of all
10, r,4iemi-Dade County Dontagfiir_Leave awl Reportinrg small bua'.ness 3rtfs prlse3 purst:snt fo Se•(inns 2-3.2.
Affidavit. 2-8.23 and 2-11.24 of fie County Code end Tide 44 of
(Ark*,R Ssclion 11/4-60 1111-97 of the Courtly CEJ the Cade of federal Regulations. .
• 11. Subcontracting Practices IR. Antitrust Laws
(Ordirwnus 97-35) By acceptant of any mil/act,!ho Contactor'glees
• to comply v,ith all antitrust laws of the U,Uled Steles arid
12. SQbconfracrooSupp.rer.Listing the Sirt.e or Florida.
rs^ecilerr 2-8.8 of The County Cade)
b)Conflict of interest
Section 2-41.1(d) .of Miami-Dade County Code requires that any County employee or any
Member of-the eri ployee's immediate family who has a controlling financial interest, direct or
indirect, with Miami-Dade County or any person or agency acting for Miami-Daae County,
competing or applying for a contract, must first request a conflict of interest opinion from the
County's Ethics Commission prior to their or their immediate family member's entering into any
contract or transacting any business through a firm, corporation, partnership or business entity
in which the employee or any member of the employee's immediate family has a controlling
financial interest, direct or indirect, with Miami-Dade County or any person or agency acting for
Miarni-Dade County. Any such contract or business engagement entered in violation of this
subsection, as amended, shall be rendered voidable. For additional information, please contact
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the Ethics Commission hotline at(305)579-2593.
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ARTICLE 32. . INSPECTOR GENERAL REVEEWs
t f.
independent Private Sector Inspector-Genera!Reviews
Pursuant to Miami-Dade County Administrative Order 3.20, the County has the right•to retain
the services of an independent Private Sector Inspector General (hereinafter "IPSIG"),
whenever the County deems it appropriate to do so. Upon written-notice frnrn the County, the
Contractor shall make available to the lPSIG mtained by the County, all requested records and
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documentation pertaining to this Agreement for inspection and reproduction. The County shall
be responsible for the payment of these IPSIG services, and under no circumstance shall the
Contractor's prices and any changes thereto approved by the. County, be inclusive of any
charges relating to these I PSIG se rices. The terms of this provision apply to the Contractor, its
officers, agents, employees, subcontractors and assignees. Nothing contained in this provision
shall impair any independent right of the County 'to conduct an audit or investigate the
operations, activities and performance of the Contractor in connection With this Agreement.
The terms of this Article shalt not impose any liability on the County by the Contractor cr any
third party.
Miami-Dade Co unttinspe ctor General Review
According to Section 2-1076 of the Code of'Miami-Dade County, Miarni-Dade'County has
-ostabl shed the Office of the Inspector General which may, on a random basis, perform audits
on all County contracts,throughout the duration of said contracts, except as othenMse provided.
below. The cost of the audit for this Contract shall be one quarter(114)of one(1)percent of the
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total contract amount which cost shall be included in the total contract amount. The audit cost
will be deducted by the County from progress payments to the Contractor. The audit cost shall
also be included In all change orders aid all contract renewals and extensions.
Exception: The above application of one quarter( (4) of one percent fee assessment shall not
apply to the following contracts; (a) IPSIG contracts; (b) contracts for legal seryices; (c)
contracts for financial advisory services; (d) auditing contracts; (e) facility rentals and lease
agreements; (f) concessions and other rental agreements; (g) insurance contracts; (h)revenue-
generating contracts; (I) contracts where an IPSIG is assigned 7,1t the time the contract is
approved by the Commission; (j) professional service agreements under $1,000; (ic)
management actreernents; (I) small purchase orders as defined in Miami-Dade County
Administrative Order 3-38; (m) federal, state and local government-funded grants; and (n)
interlocal agreements. Notwithstanding the foregoing, the Miami-Dade County Board of
County Commissioners may authorize the inclusion of the fee assessment of one quarte,-
(1/4)of one percent in any exempted contract at the time of award.
Nothing contained above shall in:lily way limit the powers of the Inspector General to perform
• audits on all County contracts including, but not limited to,those contracts specifically exampled
above. The Miami-Dade County Inspector General is authorized and empowered to review
past, present and proposed County and Public Health Trust contracts, transactions, accounts,
records and programs. In- addition, the inspector General has the power to subpoena
witnesses, administer oaths, require the production of records and monitor existing projects and
programs. Monitoring of an existing project or program may include a report concerning
• whether the project is on time, within budget and in confomiance with plans;specifications and
applicable law. The Inspector General is empowered to analyze the necessity of and
reasonableness of proposed dliange orders to the Contract. The Inspector General is .
empowered to retain the services of independent private sector inspectors general (IPSIG) to
audit, investigate; monitor, oversee, inspect and review operations, activities, performance and
procurement process, including but not iirnited to project design, specifications, proposal
submittals, activities of the Contractor, ifs officers, agents and employees, lobbyists, County
staff and elected officials to ensure compliance with contract specifications and to detect fraud
and corruption.
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Upon written notice to the Contractor from the`Inspector General or JPSIG retained by the .
Inspector General; the Contractor shall make all requested records and documents available to
• the Inspector General or IPSIG for inspection and copying. The Inspector General and IPSJG
shall have the right to inspect and copy all documents and records in the Contractors
possession, custody or control which, in the Inspector General's or JPSJG's sole judgment,
pertain to performance of the contract, including, but not limited td original es;irrate files, change
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• 101.4M91-DAVE COUNTY,FLORIDA - Contract No.W00008
. order estimate files, worksheets, proposals and agreements form and which successful and
unsuccessful subcontractors and suppliers, all project-related correspondence, memoranda,
instructions, financial documents, construction documents, proposal and contract documents, •
back-charge. documents, all documents and records which involve cash, trade or volume
• discounts, insurance proceeds, rebates, or dividends received, payroil and personnel records.
and supporting documentation for the aforesaid documents and records.
ARTICLE 33. LOCAL,STATE, AND FEDERAL COMPLIANCE REQUIREMENTS
. Contractor agrees to comply, subject to applicable professional standards, with the provisions
of any and all applicable Federal, State and the County orders, statutes, ordinances, rules and
regulations which may pertain to the Services required under this Agreement, including, but not
limited to:
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a) Equal Employment Oppo?/unity (EEO), in cornpiiance with Erxeculivo Order 11246 as ••
amended and applicable:to this Contract.
b) Miami-Dade County Florida, Department of Small Business Development Participation
Provisions, as applicable to this Contract.
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c) • Environmental Protection Agency(EPA), as applicable to this Contract.
d) Miami-Dade County Code, Chapter 1IA, Artic'.e 3. Ali contractors and subcontractor
performing work in connection with this Contract shall provide equal opportunity for
employment without regard to race, color, relfg on, ancestry, national origin, sex,
pregnancy, ago, disability, marital status, familial status, sexual orientation, or .veteran
status. The aforesaid provision shall include, but not be limited to, the foliowing:
employment, upgrading, demotion or transfer,, recruitment advertising; layoff .or
termination; rates of pay or other forms of compensation; and selection for training,
including apprenticeship. The Contractor agrees to post in a conspicuous place •
available for employees and applicants for employment, such notices as may be
required by the Dade County Fair Housing and Employment Commission, or other
authority having jurisdiction over the work setting forth the provisions of the -
nondiscrimination raw.
e) "Conflicts of Interest' Section 2-11 of the County Coda, and Ordinance 01-199.
t) Miami-Dado County Code Section 10-36 'Debarment".
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9) Miami-Dade Ccuniy Ordinance 49-5, codified at 11A-60 et. seq. of Miami-Dade Code
pertaining to complying with the County's Domestic Dave Ordinance.
h) Miarpl-Dade County Ordinance 99-152, prohibiting the presentation, maintenance, or
prosecution of false or fraudulent claims against Miami-Dade County.
The Contractor shall hold all licenses and/or certifications, obtain and pay for all permits and/or
inspections, and comply with ail Paws, ordinances, regulations and building code requirements
applicable to the work required herein. Damages, penalties, and/or fines imposed on the
County or Contractor for failure to obtain and maintain required licenses, certifications, permits
and/or inspeofions shall be borne by the Contractor. The Project Manager shall verify the •
ceilificaton(s), license(s), psrrnit(s), etc. for the Contractor prier to authorizing work and as
needed. .
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Notwithstanding any other provision of this Agreement, Contractor shell not be required
Page 20 of 25
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N;fA M-DADE COUNTY,FLORIDA Contract No.RFQd00011
pursuant to this Agreement to take any action or abstain from taking any action if such action or
abstention would, in the good faith determination of the Contractor, constitt:e a violation of any •
law or regulation to which Contractor is subject, including but not limited to laws and regulations
• requiring that Contractor conduct its operations in a safe and sound manner.
ARTICLE 34- NONDISCRIMINATION
During the performance of this Contract, Contractor agrees to not discriminate against any
employee.or applicant for employment because of race, color, religion, ancestry, national origin,
sex; pregnancy, age, disability, marital status, familial status, sexuat orientation, or veteran
status, and will take affirmative action to ensure that employees and applicants are afforded
equal employment opportunities without discrimination. Such action shall be taken with
reference to, but not limited to: recruitment, employment, termination, rates of pay or other
forms of compensation, and selection for training or retraining,including apprent{ceshitp and on
the job training.
By entering into this Contract, the Contractor attests that it is not in violation of the Americans
with Disabilities Act of 1990 (and related Acts) or Miami-Dade County Resolution No- R-385-95.
If the Contractor or any owner, subsidiary or other firm affiliated with or related to the Contractor
is found by the responsible enforcement agency or the County to be in violation of the Act or the
Resolution; such violation shall render this Contract void. This Contract shall be void if the
Contractor submits a false affidavit pursuant to this Resolution or the Contractor violates the Act
or the Resolution during the term of this Contract: even if the Contractor was not in violation at
the time it submitted its affidavit.
ARTICLE 35. CONFLICT OF INTEREST
Tha Contractor represents that:
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a) No officer,director, employee, agent, or other consultant of the County or a member of
the,irnrnediate family or household of the aforesaid has directly or indirectly received or
been promised any form of benefit, payment or compensation, whether tangible or
Intangible,in connection with the award of this Agreement.
b) There are no undisclosed persons or entities interested with the Contractor in this
Agreement. This Agreement is entered into by the Contractor without any connection
with any other entity or person making a proposal for the same purpose, and without
collusion, fraud or conflict of interest- No elected or appointed officer or official, director,
employee, agent or other consultant of the County, or of the State of Florida (including
elected and appointed metnbers of the legislative and executive branches of
government), or a member of the immediate family or household of any of the aforesaid:
i) is interested on behalf of or through the Contractor directly or indirectly in any
manner whatsoever in the execution or the performance of this Agreement, or in the
services, supplies or work, to which this Agreeriient relaie_s or in any.portion of the
revenues; Of
ii) is an employee, agent, advisor, or consultant to the Contractor or to the best of the
Contractor's knowledge any subcontractor or suipplier to the Contractor.
c) Neither the Contractor nor any officer,director,employee, agency, parent, subsidiary,or
affiliate of the Contractor shall have an interest which is in conflict with the Contractors
faithful performance of its obligation under this Agreement; provided that the County, in
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MIAMI-00E COUNTY, PI-0RMAA _ Contract No. RFQ0Q0O8
its sole discretion, may consent in writing to such a relationship, provided the Contractor
provides the County with a written notice, in advance, which identifies all the individuals
and entities involved and sets forth in detail the nature of the relationship and why it is in
the County's best interest to consent to such relationship.
d) •The provisions of this Article are supplemental to, not in lieu of alt applicable laws with
respect to conflict of interest. In the event there is a difference between the standards
applicable under this Agreement and those provided by statute; the stricter standard
shall apply.
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e) In the event Contractor has no prior knowledge of a conflict of interest as set forth above
and acquires information*which may indicate that there may be an actual or apparent
violation of any of the above, Contractor shall promptly bring such information to the
attention of the County's Project Manager. Contractor shall thereafter cooperate with the
County's review and investigation of such information, and comply with the instructions
Contractor receives from the Project Manager in regard to remedying the situation.
ARTICLE 36. PRESS RELEASE OR OTHER.PUBLIC COMMUNICATION
Under riu circumstances shall the Contractor without the express written consent of the County:
a) Issue o; pc?mit to be issued any press release, advertisement or Literature of any kind
which refers to the County, or the Work be;ng performed hereunder, unless the
Contractor first obtains the written approval of the County. Such approval may be
irrithhelct if for any reason the County believes that the publication of such Information
would he harmful to the public interest or is in any way undesirable;and
b) Communicate in any way with any contractor, department, board, agency, commission
or other organization or any person whether governmental or private in connection with
the Services to be performed hereunder except upon prior written approval and
instruction of the County; and
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c) Except as ;nay be required by law. the Contractor and its employees,. agents,
subcontractors and suppliers will not'represent; directly or indirectly, that any product or
service• provided by the Contracxor or such parties has been approved or endorsed by
the County.
ARTICLE,37. BANKRUPTCY
The County reserves the right to terminate this contract, if, during the term of any contract the
Contractor has with the County, the Contractor becomes involved as a debtor in a bankruptcy
proceeding, or becomes involved in a reorganization, dissolution,or liquidation proceeding, or if
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a trustee or receiver is appointed over all or a substantial portion of the property 'of the
Contractor under federal bankruptcy law or any state insolvency law.
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• ARTICLE 38. GOVERNING LAW.
This Contract, including -appendices, and all matters relating to This Contract (whether in
contractr statute,tort(such as negligence), or otherwise) shall be governed by, end construed in
accordance with, the laws of the State of Florida. Venue shalt be Miarni-Dade County. -
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• tlf/AM/-DARE COUNTY FLORIDA Corif,mcf FJo.RFQO008
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ARTICLE 39, COUNTY USER ACCESS PROGRAM (UAP)
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a) User Access Fee
Pursuant to Section 2-8.10 of the FMliaini-Dade County Code, this Contract is subject to a user
access fee under the County User Access Program (UAP) in the amount of two percent (2%).
Alf sales resulting from this Contract, or any contract resulting from the solicitation referenced on
the first page of this Contract, and the utilization of the County Contract pricy and the terms and
conditions identified herein, are subject to the two percent (2%) UAP. This fee applies to all
Contract usage whether by County Departments or by any other governmental, quasi •
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governmental or not-for-profit entity.
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The Contractor providing goods or services under this Contract shall invoice the Contract pride •
and shall accept as payment thereof the Corn#fact price less the 2% UAP as full and complete
payment tor the goods and/or services specified on the invoice. The County shall retain the 2%
UAP for use by the County to help defray the cost of the procurement program. Contractor
participation in this invoice reduction portion of the UAP is mandatory,
b) Joint Purchase
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Only those entities that have been approved by the County fnr participation in the County's Joint
Purchase and Entity Revenue Sharing Agreement are eligible to utilize or receive County
• Contract pricing and terms and conditions. This County will provide to approved entities a UAP
Participant Validation number. The Contractor must obtain the participation number from the
entity prior to filling any order placed pursuant to this Section, Contractor participation in this
joint purchase portion of the UAP. however, Is voluntary. The Contractor shall notify the ordering
entity, in veiling, within three(3) business days of receipt of an order, of a decision to decline
the order.
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For alt ordering entities located outside the geographical boundaries of kliarni-Dade County, the
Contractor shall bs entitled to ship goods on an "FOB Destination, Prepaid and Charged Back"
basis. This allowance shall only be made when expressly authorized by a representative of the
ordering entity prior to shipping the goods.
The County shall have no liability to the Contractor for the cost of any purchase made by an
ordering entity under the UAP and shall not be deemed to he a party thereto. All orders shall be
placed directly by the ordering entity with the Contractor and shall be paid by the ordering entity
lass the 2% UAP.
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c) Contractor Compliance
if a Contractor fails to comply',t,rifh this Article, that Contractor may he considered in default by
the County in accordance with Article 24 of this Contract.
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ARTICLE 40. FIRST SOURCE HERING REFERRAL PROGRAfill
Pursuant to Section 2-2113 of the Code of Miami-Dade County, for all contracts for goods and
services, the Contractor, prior to hiring to NI each vacancy arising under a County contract shall
(1)first notify the South Florida Workforce Investment Board ('SFVtill8"), the designated Referral
Agency, of the vacancy and list the,vacancy with SFWIB according to the Cdde, and (2) Make
good faith efforts as determined by the County to fill a minimum of fifty percent (50%) of its
,employment needs under the County contract through the SAHIB. if no suitable candidates can
Page 23 of 25
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MIAMI-DADE COUNTY,FLORIDA Contract No.RFgOOOO8
be employed after a Referral Period of three to five days, the Contractor is free to tiff its ••
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vacancies from other sources, Contractor will be required to provide quarterly reports to the •
SFWIB inwicating the name and number of employees hired in the previous quarter, or why
referred candidates were rejected. sanctions for non-compliance shall include, but no: be •
limited to: (I) suspension of contract until Contractor performs obligations, if appropriate; (ii)
default and/or termination; and (iii) payment of$1,500/employee, or the value of the wages that
would have been earned given the noncompliance, whichever is less. Registration procedures
and additional information regarding the FSHRP are available at
https:1/iapps.cciithfforidawarkforce•corn/firstsource/.
ARTICLE 41. PUBLIC RECORDS AND CONTRACTS FOR SERVICES PERFORMED ON
BEHALF OF-A PUBLIC AGENCY
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The Contractor shall comply with the state of FL Public Records Law, s. 119.0701, F.S.,
specifically to: t1} keep and maintain public records that ordinarily and necessarily would be
required by the public agency in order to perform the service; (2) 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 oast provided in Chapter 119, F.S., or as
otherwise provided by law; (3) ensure that public records that are exempt or confidential and
exempt from public records disclosure requirements are not disclosed except as authorized by .
law; and (4) meet all requirements.for retaining public records and transfer, at no cost, to the
public agency all public records in possession of the Contractor.upon termination.of the contract
and destroy any duplicate public records that are exempt or confidential and exempt from public
records disclosure requirements.All records stored electronically must be provided to the public
agency. in a format that is compatible with the information technology systems of the public
. agency. It the Contractor•does not comply with a public records request, the public agency shall •
enforce contract provisions in accorriance with the contract_
ARTICLE 42. SURVIVAL •
• The parties acknowlodge that any of the obligations in this Agreement will survive the terns,
termination and cancellation hereof. Accordingly, the respective obligations of the Contractor
and the County under this Agreement, which by nature would continue beyond the termination,
cancellation or expiration thereof, shall survive termination, cancellation orexpiration hereof.
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,61) .WA DE COUNTY,FLORIOA C011traef'vet. RFgooppri
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• IN VVITNF.SS WHEREOF, the parties have executer/ this Agreement effective as of the
contract date heroin above set forth.
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Contractor Miarni.Dade Gaunt
f3y:
1:3y: AOLA
Name: Sergio D.Masvidal Name; Carlos A.ailDigNz,
Title: Managing Director Tito: Mayor
/04//it'L
• Date: CO2 7 /cr Date:
rksN„,
Attest: _lie-
Attest:
7,.C.rporate Secr-,ery/Notary Public Clerk—of-the-riP-1*;i-
4 fr,
2).
Corporate..Seal/Notary SealGT/
Approved as to form
and/logo!sufficiency
.....
el---
Asir.4ant County Attor •
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Page 25 of 25 •
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Miem!•-!jade County:t'lorfdrm Coraract No.RFQOOOflt3
Appendix A
Scope of Services
1. Background/Jntroduction .
The County,es represented by the Miami-Dade Finance Decariment•,`FInance Departme:-#),isoonira!:ting to prJvkle financial advisor/
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services for revenue debt transactions and services for general obligation, special obEgation, pubttc health trust/general obligation;
public health trust/sales tax, transit and sunshine state daM transacgons and services.These transactions will include issuance of
bonds, notes, certificates, or other financing instruments, and on-going advisory serQices (;°Financial A31risory Services') for the
County's General Segment. These services exc•,ude swaps or derivative products, as die County has retainer( a swap advisor to
provide rmascial advisory services for all swap and derivative products.
The County issued a separate Request for Quajiications for each of the three Financial Arfvlsory Services Segments:Wafer&Sewer
Segment; General Segment; and Enterprise Segment This Contract is for the Gen f Se rent of the Coun . The General
Segment klrrdes all fir,ancial advisory services for the County,other than kiaancial advisory ae'vfces for its peripheral agr;ti.aes,its
Water&Sovior Segment and Enterprise(Aviation,Seaport,Public Works and Waste Management Departmeafs)Segments •
2. Limitattons •
The foflowin•g items are lirnitations under this Contract .
A. Suhccntra-ctor.JSub-consuRents ane not a€Icvlod to be utilized under the contract.
13. Underwriters are not allowed to be utilized under the contract. -
3) A Contractor that has been selected;o serve as fnancial advisor to the Citizen's independent Transpartaba Trust may not be
a Contractor as Financial Advisor to tile General Segment.
3. (Minimum Qualification Requirements
The Contractor shall remain listed in the Bond Buyer.Municipal Online Marketplace Dtreetory,'Red 3nek'as Financial Advisor during •
the term of the contract,including any reiewels or extensions-
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Note: It is claarfy urderstcod and conflrrned w)th The Bond Buyer's Municipal Mar<elplace's Red Book Editorial Deparfinent,-thatonly
firms are efigiblefor inclusion in the Red Book under this caption and not individuals. Therefore,the fact that an individual has bean
listed in the Red Book does not in and of itself qualify a firms which employs that individual as having Rei'Book status.
4. Services to be Provided •
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A. Issuanoe of Bonds •
The Contractor shall:
1) kcf'rise the County and provide a wriUen recommendation on the means of caciducting the sale of bonds(Lo.competitive
bidding, negotiation,or some oiler process);
2) For both negoflabed and competitively bid bond issues: •
a) 'On a pro-active basis,bring refunding or other new financing ideas to the attention of the Finance Oirector;
b) Assist the County in p cpaltng the nogce of sale(NOS);
c) On the day of Elie sale, advise the County as to the bast bid received based upon the vent-felon of}gids and
recornmend an eweard which,lrt the Contractor's judgment,is in the best Acres(of the County;
d) Assist in determining the optimal timing for the issue'to go to the market`;and
e) Participate in the"pricing calf`and advise the Comity as to the reasonableness of the components of the underwriters
spfe ad;
3) Provide specific recommendations on 8auh bond issue rrgaanding the fclowing:
The aggregate prirtieipal amount of bonds to be issued;
b), The tining of the offering in order to provide finds to meet the County's cspitsl heeds;
v)) The definitive structure of the bond Issue L maturity range,sofal andr'orterm bands,capita;toreciation bonds,etc.;
d) Redemption Provisions; '
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Miami-Dade County,FL RF,Q No.000
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o) Prepare number runs in advance of resolution submittal to committee and Board of County Commnission regular
meeting;
4) Prepare pre-pricing analyses in advance of pricing and prepare final report after pricing;
5) Provide a certificate at dosing which will confirm,that the County received a market prIc-a on The transaction ed the time of
pricing;
6) Prepare a timetable for each bond issue and assist the County in coordinating all meetings and conference calls;
7) Provide advice and assistance to the County and to bond coounisel in the creparation of the necessary bond authorizing
ordinance or ordinances and cher proceedings; •
8) Assist.math validation of the bonds through preparation of financial tables and exhibits and the presenfaiton of testimony
when-necessary; .
9) Proeifia advice and assistance to the County and disclosure counsel as to prepera`on and composition of the preliminary
and final official statements, so as to make the mast favorable full and accurate disclosure. to the rating agencies and
investing public;
10) Provide a recommendation on tho nood for municipal bond insurance and request,receive and evelrrate quotes,when
applicable, for municipal bond insurance, and make recommendations to the County as to which quote should be
accepted;
11) Provide a recommendation on whether to cash fund or use a surety resenro policy to fund the reserve requirement and
request, ret ie and evaluate quotes, when applicable, for reserve fund surety, and make recorinrentfa ions to the
• County as to wrhlcir quote should be accepted;
• 12) if applicable,e:aliclt bids for escrow securit'es in refunding transactions;
13) ':f applicable,solicit bids for investment contracts for debt service reserve funds;
141) Request, receive and evaluate bids for the painting of the preliminary a:zd flnai official statement, and make
recarnrnendattons to the County as to which bid should be accepted;
lb) Request, receive and evaluate bids for paying agent re istrar services,and make recommendations to the County as to
which bid should be accepted;
16) Provide advice and assistance to County staff in the preparation and presentations to the rang agencies,to include bond
issues documentation,for the purpose of obtaining the best possible raring of the bonds;
• 17) Assist in the preparation and review of ail necessary closing documents;
18) Attend all document sessions(i.e.meetings with the finance review team),County Mayor's Finance Committee meetings,
Board of County Commissioners Committee meetings, Board of County Commissioners meetings, pre-closings and
dosings,when deemed necessary;and
19) Review debt ser,rice schedules and annual report to bondholders.
B. Other SaMce9..(Non-Bohd Retatelt)
The Contractor shall:
1) Coordinate oeriodic visits between the County,representatives of the rating agencies and major instiitutlonal investors;
2) Provide periodic reports of munielpal market conditions both within the State of Florida and nationwide;
r..�w•uri
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Affami-Dade r a grf,'
— �..— „SgfrfracfNo.Rf Qtmi
Appendix B
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• Price Schedule
A. BOND RELATED WORK -
Price shown below is for providing all bond related services as stated in Appendix A, Scope of Services,
Section 4(A).
•f-able 1
Price Per$1,000 Per Bond Issue_ For Bond Related Work
• Up to$150 million • $0.75 per$1.000
• Between $150 million and$225 million . $0.50.per$$10000 • . -
f Over$225 million $0.25 per$1 goo _. I
Table 2 •
• _ MinimumiMaximum Cti a per Bond Issue
Minimum Charge _$25,000
Maximum Charge $175;000
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Notes:
1) Price per $1000 per Bond Issue includes all expenses to be paid per bond work under the contract.
These expenses include administrative fees, such as telephone, mailing, faxes, duplicating charges,
overnight mail, parking; and out of pocket expenses, except travel expenses incurred in connection with
a bond issue. Such travel expenses shall'be limited to $10,000 per bond issue, un'ess otherwise
approved, in writing and in advance, by the Finance Director for extraordinary circumstances. Refer to
Section.5,0,Article 7, regarding adherence to CH.112.061 of the Florida Statutes for travel-expenses.
2) Notwithstanding the per bond rate stated below,there shall be a minimum charge per bond issue and a
maximum charge per bond issue(Table 2 above). It the applicable charge based on the-per$$1,000 per
bond issue for bond related work rate listed above in Table 1, is less than the minimum charge per
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bond issue listed in Table 2, then the minimum charge per bond issue listed in Table 2 shall prevail
3) If the applicable charge based on the per $1,000 par bond issue for bond related work rate listed in
Table 1, is more than the maximum charge per bond issue, listed in Table 2, then the maximum charge
per bond issue listed In Table.2 shall be applied,
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4) Notwithstanding the above, the actual amount paid by the County shall be based on the actual bonds
issue, on a per bond rate basis. •
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B. NON BOt4D RELATED WORK
The not-to-exceed hourly rates shown below are for the various staff levels to complete the required tasks and
deliverables as stated in Appendix A, Section 4(13). Compensation for nun-bond related work shall be paid as
needed, on an hourly basis. .
Table 3
`Maximum Hourly Rates For Non-Bond Related Work _
taff Position __Y ears 1 through 3
Managing Director $250.00 _
Director/Senior Managing Consultant $200.00
Senior Analyst//Analyst " $175.00
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Miami-Dad Gou-tv • w-� ConilaG!Nn RF000003
Notes: • - -
1. The not-to-exceed hourly rates above shall remain firm end fixed for the term of the Contract, including
any renewals or extensions thereof, and include all costs, including ail out-of-pocket expenses,such as
travel, per diem, and miscellaneous Costs and fees, which shall be incorporated in this price schedule,
• as they will not be reimbursed separately by the County_
2_ Notwithstanding the rates above, compensation to the Contractor shall be based on the projects
assigned. The Contractor small not exceed the maximum hourly rates when calculating the not-to-
• exceed cost statement required for each assignment.
3. The positions identified in the table above; shall be the same as the key positions identified in the
Contractors proposaL The County expects that the key personnel,in those positions,will be performing
the services, as needed.
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' ,,;.7:7-,- „,..r CONTRACTOR ANTI-BOYCOTT CERTIFICATION
(PURSUANT TO FLORIDA STATUTE§215.47251
I, , on behalf of
Print Name Company Name
certifies that does not:
Company Name
1. Participate in a boycott of Israel; and
2. Is not on the Scrutinized Companies that Boycott Israel list; and
3. Is not on the Scrutinized Companies with Activities in Sudan List; and
4. Is not on the Scrutinized Companies with Activities in the Iran Petroleum
Energy Sector List; and
5. Has not engaged in business operations in Cuba or Syria.
Signature
Title
Date
Exhibit "B"