HomeMy WebLinkAboutReso 2017-2669 RESOLUTION NO. 2017- 2449
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
SUNNY ISLES BEACH, FLORIDA, APPROVING AN
AGREEMENT WITH PFM FINANCIAL ADVISORS, LLC, TO
PROVIDE FINANCIAL CONSULTING SERVICES IN AN
AMOUNT NOT TO EXCEED ONE HUNDRED FIFTY THOUSAND
DOLLARS ($150,000.00), ATTACHED HERETO AS EXHIBIT "A";
AUTHORIZING THE MAYOR TO EXECUTE SAID
AGREEMENT; AUTHORIZING THE CITY MANAGER TO DO
ALL OTHER THINGS NECESSARY TO EFFECTUATE THE
TERMS OF THIS RESOLUTION; PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the City is in need of a consultant to provide financial advisory services on
an as needed basis; and
WHEREAS, on October 21, 2014 via Resolution No. R-882-14 Miami-Dade County
awarded RFQ00008 to and entered into an agreement with PFM Financial Consulting Services to
provide financial advisory services; and
WHEREAS, PFM Financial Consulting Advisors, LLC has agreed to offer the City of
Sunny Isles Beach the same terms, conditions and pricing as that offered to Miami-Dade County;
and
WHEREAS, pursuant to the Section 62-13 (C) of the City's Procurement Code,
purchases made under state general service administration contracts, federal, county, or other
governmental contracts or competitive bids with other governmental agencies are exempt from .
the City's competitive bidding procedures; and
WHEREAS, the City now wishes to enter into an agreement with PFM Financial
Advisors, LLC in an amount not to exceed One Hundred Fifty Thousand Dollars ($150,000.00),
attached hereto as Exhibit "A", to provide financial advisory services on an as needed basis.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Approval of Agreement. The City Commission hereby approves the Agreement
with PFM Financial Advisors, LLC in an amount not to exceed One Hundred Fifty Thousand
Dollars ($150,000.00), attached hereto as Exhibit "A", to provide financial advisory services on
an as needed basis.
Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said
Agreement.
Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all
things necessary to effectuate the terms of this Resolution.
R2017-PFM Financial Adv.for Financial Advisory Services 1
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Section 4. Effective Date. This Resolution will become effective upon adoption.
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PASSED AND ADOPTED this 16th day of March 201
George H. choll, Mayor
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Jane A. Hin , MMC, City Clerk
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APPROVED AS TO FORM AND
LEGAL SUFF CIENCY
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a s Ot'not, Ci' Attorney
Moved by: ‘i(C.6 illiktio2 60(,1)M-1}MJ
Seconded by: LOOM. GATT-0
Vote:
Mayor Scholl 1 (Yes) (No)
Vice Mayor Goldman 1—(Yes) (No)
Commissioner Aelion I (Yes) (No)
Commissioner Gatto I,(Yes) (No)
Commissioner Svechin 1 (Yes) (No)
R2017-PFM Financial Adv.for Financial Advisory Services 2
SUNNY •EJ
,. 7
AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH
=== AND PFM FINANCIAL ADVISORS LLC
1f '➢�.F OP\O'4'
CONTRACT NO. C6411-1617-040
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THIS AGREEMENT (hereinafter referred to as the "Agreement") is made in duplicate,
this (64 day of 014-6-044 , 2017 by and between the CITY OF SUNNY ISLES
BEACH, (hereinafter referred to as "City"), and PFM FINANCIAL ADVISORS LLC, a
Corporation authorized to do business in the State of Florida (hereinafter referred to as
"Consultant"), whose Federal I.D. # is 81-1642787.
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 "B", 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 are 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 total amount not to exceed One Hundred Fifty Thousand Dollars ($150,000.00)
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 follows:
1. RECITALS. The Recitals set forth above are 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 than 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 terms, the same pricing schedule of Fifty Thousand Dollars
($50,000.00) per 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 exceed One Hundred Fifty Thousand 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. RFQ00008, as more thoroughly described s I B
in Attachment "B", attached hereto and incorporated herein by reference, and under the
following conditions:
a. Disbursements. There are no reimbursable expenses associated with this contract.
b. Payment Schedule. Invoices received from the Consultant pursuant to this
Agreement will be reviewed by the initiating City Department. If services have
been rendered in conformity with the Agreement, the invoice will be sent to the
Finance Department for payment. Invoices must reference the contract number
assigned hereto. Invoices 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 of 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
they are resolved by agreement with 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 terms of this Agreement.
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 be 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 of 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.
C6411-1617-040-PFM FINANCIAL ADVISORS,LLC 2 SIB
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. If requested, Consultant shall deliver the documents to the
City within fifteen (1 5) calendar days.
7. INSURANCE. Consultant shall, at its sole cost and expense, during the period of any
work being performed under this Agreement, procure and maintain the following minimum
insurance coverages to protect the City and Consultant against all loss, claims, damage and
liabilities caused by Consultant, its agents, or employees, as indicated below:
❑ Comprehensive General 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
Liability.
❑ Errors and Omissions Insurance: Professional Liability ("Errors and
Omissions") insurance with minimum limits of One Million Dollars
($1,000,000.00) per occurrence.
Insurance 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 policy(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
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 designee. All insurance policies and
certificates 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(if any)procures and maintains, until the completion
of the services, insurance of the types and to the limits specified herein. ANY EXCEPTIONS
TO THE INSURANCE REQUIREMENTS IN THIS SECTION MUST BE APPROVED IN
WRITING BY THE CITY.
• 8. TERMINATION AND REMEDIES FOR BREACH.
A. If, through any cause within reasonable control, the Consultant shall fail to fulfill in
a timely manner or otherwise violate any of the covenants, agreements or
stipulations material to this Agreement,the City shall have the right to terminate the
Services then remaining to be performed. Prior to the exercise of its option to
terminate for cause, the City shall notify the Consultant of its violation of the
particular terms of the Agreement and grant Consultant ten (10) days to cure such
C6411-1617-040-PFM FINANCIAL ADVISORS.LLC 3 S 1 B
default. If the default remains uncured after ten (10) days the City may 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 is unable to perform any term 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 be
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 for damages sustained by it by virtue of 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.
B. Termination 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 terms of Paragraph A(i) and
A(ii) above shall be applicable hereunder.
C. Termination 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
creditors.
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 of any dispute or controversy arising out of
this Agreement, and any action involving the enforcement or interpretation of any rights hereunder
shall be brought exclusively in the Eleventh Judicial Circuit in and for Miami Dade County,
Florida, and venue for litigation arising out of this Agreement shall be exclusively in such state
courts, forsaking any other jurisdiction which either party may claim by virtue of its residency or
other jurisdictional device. BY ENTERING-INTO THIS AGREEMENT, CONSULTANT AND
CITY HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A
TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO 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
may be entitled.
C6411-1617-040-PFM FINANCIAL ADVISORS.LLC 4 S
iir
11. NOTICES. All notices and other communications required or permitted to be given
under this Agreement by either party to the other shall be 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 sent by certified or
registered mail, first class postage prepaid, return receipt requested or by overnight delivery by
traditionally recognized courier service), addressed to such party as follows:
If to the City: Christopher J. Russo With a copy to:
City Manager Hans Ottinot
City of Sunny Isles Beach City Attorney
18070 Collins Avenue City of Sunny Isles Beach
Fourth Floor 18070 Collins Avenue
Sunny Isles Beach, Florida 33160 Fourth Floor
Tel: (305) 792-1701 Sunny Isles Beach, Florida
33160
Tel: (305) 792-1702
If to the Consultant : Sergio D. Masvidal
Managing Director
PFM Financial Advisors LLC
255 Alhambra Circle, Suite 404
Coral Gables, FL 33134
Tel: (786) 671-7480
E-mail: Masvidals@pfm.com
12. PUBLIC RECORDS. The Consultant shall be required to comply with the following
requirements under Florida's Public Records Law:
(i.) Consultant shall keep and maintain public records required by the City to perform the
services described herein.
(ii.) Upon request from 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 are 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 for retaining public records. All records stored electronically must be
C6411-1617-040-PFM FINANCIAL ADVISORS,LLC 5 S
provided by Consultant to the City, upon request from the City, in a format that is compatible with
the information technology systems of the City.
IF THE CONSULTANT HAS QUESTIONS REGARDING THE
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@sibfl.net, 18070 Collins Avenue,
4th Floor, Sunny Isles Beach, Florida 33160.
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 state civil
rights ordinances and with Title VI of the Civil Rights Act of 1984 as amended, Title VIII of the
Civil Rights 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, marital/familial status, or
status with regard to public assistance. The Consultant will take affirmative action to insure that
all employment practices are 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 pay 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 employment, 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 U.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 be governed by
the Miami-Dade County Conflict of 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 Consultant covenants that it presently has no interest and shall not acquire any interest,directly
or indirectly which could conflict in any manner or degree with the performance of the Services.
The Consultant further covenants that in the performance of this Agreement, 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.
C64I1-1617-040-PFM FINANCIAL ADVISORS.LLC 6 S B
16. INDEMNIFICATION AND 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 for whose acts, errors, mistakes or omissions the Consultant may
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 "B", 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
be binding upon the parties with the same effect as though the void or unenforceable provisions
had been severed and deleted.
B. This Agreement may be executed in multiple identical counterparts, each of which
shall be 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
authorized 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.
E. 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 such amendment, waiver, change, modification, extension and/or rescission is sought.
C6411-1617-040-PFM FINANCIAL ADVISORS,LLC 7 S 1 (B
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate
on the day and year first written above.
WITNESS: PFM FINANCIAL ADVISORS LLC
_
BY:
Print Name Sergio D. Masvidal,Managing rector
Sign Name
ATTES CITY 0 P SUNNY SLES BEACH
BY: .-ietwo.I� BY:
:Ianev : Hines:MI` C, City Clerk Georg- H. Scholl, Mayor
;
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
41
• BY / ifif
-�s 'Jtt rot,City Attorney
•
C6411-1617-040-PFM FINANCIAL ADVISORS,I..LC 8
February a, 2017
Christopher Russo,City Manager
City of Sunny Isles Beach,FL
18070 Collins Avenue
Sunny Isles Beach, FL 33160
Dear Mr.Russo,
Ff1 '1
Please accept this letter as a supplement to our contract documents that were submitted in
response to the City's desire to engage PFM Financial Advisors LLC("PFM")in the capacity of
Financial Advisor to the City. PFM has previously submitted,for the City's review,our existing
255 Alhambra Circle
Suite 404 contract with Miami-Dade County,Florida(Contract No.RFQ00008)that would serve as a
Coral Gables,FL 33134 •
786.671.7480 "piggyback"mechanism. This supplemental letter confirms our intent to abide by the terms,
conditions,and pricing as detailed in Contract RFQ00008.
pfm.com
Please do not hesitate to contact me should you need any additional information.
Regards,
Sergio Masvidal
Managing Director
PFM Financial Advisors LLC
•
ATTACHMENT "A"
•
MIAMI-DADE COUNTY,FLORIDA Contract No. RFQOD008
Financial Advisory Services
GENERAL SEGMENT
Contract No. RFQ00008
THIS AGREEMENT made and entered into as of this 2,rday of
• by and between Public 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, 18th & Arch Streets, Philadelphia,
Pennsylvania 19103 (hereinafter referred toas 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 financial advisory services, on a non-
exclusive basis, that shall conform to the Scope of Services (Appendix A); Miami-Dade County's
Request for Qualifications (RFQ) No. 00008 and all associated addenda 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 "Contractor's Proposal"which is incorporated herein by reference;
and,
WHEREAS, the County desires to procure from the'Contractor such financial advisory
services for the County, in accordance with the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein .
contained, the parties hereto agree as follows: •
•
Page 1 of 25
Rev. 5116/14
ATTACHMENT "B"
•
•
MIAMI-DADE COUNTY, FLORIDA Contract No. RFQ00008
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, ail
• 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 permitted
successors and assigns.
e) The word "Days"to mean Calendar Days.
f) The word "Deliverables" to mean all documentation and any items of any nature
submitted by the Contractor to the 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", acceptable", "satisfactory", "equal",
"necessary", or words of like import to mean respectively, approved by, or acceptable or
satisfactory to, equal or necessary in the opinion of the County's Project Manager.
h) The words "Extra Work" or "Additional Work" to mean additions or deletions or
modifications 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 Contrac(or.
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/or
materials, in connection with the Work, whether directly or indirectly, on behalf and/or
under the direction of the Contractor and whether or not in privity'of Contract with the
Contractor.
I) The words 'Work", "Services" "Program", or "Project" to mean all matters and things
required to be done by the Contractor in accordance with the provisions of this Contract.
Page 2 of 25
Rev. 5116114
MIAMI-DADE COUNTY,_FLORIDA Contract No. RF000D08
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 terms and
conditions (Scope of Services and Price Schedule), 3) the Miami-Dade County's RFQ No.
00008 and any associated addenda and attachments thereof, and 4)the Contractor's Proposal.
ARTICLE 3. RULES OF INTERPRETATION
a) References to a specified Article, section or schedule shall be construed as reference to
that specified Article, or section of, or schedule to this Agreement unless otherwise
indicated.
•
b) Reference to any agreement or other instrument shall be deemed to include such
agreement or other instrument as such agreement or other instrument may, from time to
time, be modified, amended, supplemented, or restated in accordance with its terms.
c) The terms "hereof", "herein", "hereinafter", "hereby", "herewith", "hereto", and
"hereunder"shall be deemed to refer to this Agreement.
d) The titles, headings, captions and arrangements used in these Terms and Conditions
are for convenience only and shall not be deemed to limit, amplify or modify the terms of
this Contract, nor affect the meaning thereof.
ARTICLE 4. NATURE OF THE AGREEMENT
a) This Agreement incorporates and includes all prior negotiations, correspondence,
conversations, agreements, and understandings applicable to the matters contained in
this Agreement. The parties agree that there are no commitments, agreements, or
understandings concerning the subject matter of this Agreement that are not contained
in this Agreement, and that this Agreement contains the entire agreement between the •
parties as to all matters contained herein. Accordingly, it is agreed that no deviation
from the terms hereof shall be predicated upon any prior representations or agreements,
whether oral or written. It is further agreed that any oral representations or modifications
concerning this Agreement shall be of no force or effect, and that this Agreement may be
modified, altered or amended only by a written amendment duly executed by both
parties hereto'or their authorized representatives. -
b) The Contractor shall provide the services set forth in the Scope of Services, and render
full and prompt cooperation with the County in all aspects of the 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 mentioned in this Agreement but .
necessary to carrying out its intent are required by this Agreement, and the Contractor
shall perform the same as though they were specifically mentioned, described and
delineated.
d) The Contractor shall furnish all labor, materials, tools, supplies, and other items required
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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MIAMI-DADE COUNTY, FLORIDA Contract No. RFQ00008
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 act in an expeditious and fiscally
sound manner in providing the County with input regarding the time and cost to
implement said changes and in executing the activities required to implement said
changes.
ARTICLE 5. CONTRACT TERM
The Contract shall become effective on the date set forth on the first page and shall continue
through the last day of the 361h 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)
calendar day extension period by mutual agreement between the County and the Contractor,
upon approval by the Board of County Commissioners.
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 or Certified Mail, with return receipt requested; or
delivered personally; or delivered via fax 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:
Miami-Dade County
Finance Department
Attention: Director, Division of Bond Administration
111 NW 1st 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 N.W. 1St Street, Suite 1375
Miami, FL 33128-1974
Attention: Assistant Director •
Phone: (305)375-5548
Fax: (305) 375-2316 •
E-mail: singer@miamidade.gov
•
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MIAMI-DADE COUNTY, FLORIDA Contract No. RFQ00008
•
(2) To the Contractor
Public Financial Management, Inc.
Two Logan Square, Suite 1600
18th&Arch Streets
Philadelphia, PA 19103
Attention: Sergio D. Masvidal
Phone: (305)448-6992
Fax: (305)448-7131
E-mail: masvidals@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 SERVICESIAMOUNT 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 Services, 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 for a change and/or modification to the
Contract, which is approved and executed in writing by the County and the Contractor,
All Services'undertaken by the Contractor before County's approval of this Contract shall be at
the Contractor's risk and expense.
•
With respect to travel costs and travel-related expenses, the Contractor agrees to adhere to
Section 112.061 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 be liable for any such expenses that have not been approved in advance, in writing, by
the County.
ARTICLE 8. PRICING
Prices shall 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 during
the Contract term, including any renewal or extension thereof.
ARTICLE 9. METHOD AND TIMES OF PAYMENT
The Contractor agreesthat 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 more than once per month, upon invoices certified by the Contractor pursuant to
Appendix B—Price Schedule.. All invoices shall be taken from the books of account kept by the
Contractor, shall be supported by copies of payroll distribution, receipt bills or other documents
reasonably required by the County, shall show the County's contract number, and shall have a
unique invoice number assigned by the Contractor. It is the policy of Miami-Dade County that
payment for ail purchases by County agencies and the Public Health Trust shall be made in a
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•
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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 and Section 2-8.1.4 of the Miami-Dade County Code, the time
at which payment shall be due from the County or the Public Health 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 be thirty (30) days from receipt of a proper invoice. All payments due from 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. Further, proceedings to resolve disputes for payment of obligations
shall be concluded by final written decision of.the County Mayor, or his or her designee(s), not
later than sixty (60) days after the date on which the proper invoice was received by the County
or the Public Health Trust.
In accordance with Miami-Dade County Implementing 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 shall be applied to the
amount owed by the Contractor to the County. The Contractor shall have no further claim to
such retained amounts which shall be deemed full accord and satisfaction of the amount due by
the County to the Contractor for the applicable payment due herein,
Invoices and associated back-up documentation shall be submitted in duplicate by the
Contractor to the County as follows:
Miami-Dade County
•
Finance Department
111 NW 1st Street, Suite 2550
Miami, FL 33128-1974
Attention: Division of Bond Administration
The County may at any time designate a different address and/or contact person by giving
written notice to the other party.
•
ARTICLE 10. INDEMNIFICATION AND INSURANCE
The Contractor shall indemnify and hold harmless the County and its officers, employees,
agents and instrumentalities from any and all liability, losses or damages, including attorneys'
fees and costs of defense, which the County or its officers, employees., agents or
instrumentalities may incur as a result of claims, demands, suits, causes of actions or
proceedings of any kind or nature arising out of, relating to or resulting from the performance of
this Agreement by the Contractor or its employees, agents, servants, partners principals or
subcontractors. The Contractor shall pay all claims and losses in connection therewith and shall
investigate and defend all claims, suits or actions of any kind or nature in the name of the
County, where applicable, including appellate proceedings, and shall pay all costs, judgments,
and attorney's fees which may issue thereon. The Contractor expressly understands and
agrees that any insurance protection required by this Agreement or otherwise provided by the
Contractor shall in no way limit the responsibility to indemnify, keep and save harmless and •
defend the County or its officers, employees, agents and instrumentalities as herein provided.
Upon County's notification, the Contractor shall furnish to the Internal Services Department,
Procurement Management Division, Certificates of Insurance that indicate that insurance
coverage has been obtained, which meets the requirements as outlined below:
1. Worker's Compensation insurance for all employees of the Contractor as required by
• Page 6 of 25
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MIAMI-DADE COUNTY, FLORIDA Contract No. RFQ00008
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, Miami, Florida 33128-1974, as the certificate holder, must appear on the
certificate of insurance.
3. Automobile Liability Insurance covering all owned, non-owned, and hired vehicles used
in connection with the Services, in an amount not less than $300,000 combined single
limit per occurrence for bodily injury and property damage. •
4. Professional Liability Insurance in an amount not less than$1,000,000.
The company must be rated no less than "A-" as to management, and no less than "Class VII"
as to financial strength by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject
to the approval of the County Risk Management Division.
OR
The company must hold a valid Florida Certificate of Authority as shown in the latest "List of All
Insurance Companies Authorized or Approved to Do Business in Florida", issued by the State of
Florida Department of Financial Services and are members of the Florida Guaranty Fund.
Compliance with the foregoing requirements shall not relieve the Contractor of this liability and
obligation under this section or under any other section in this Agreement.
Award of this Contract is contingent upon the receipt of the insurance documents, as required,
within ten (10) business days. If the insurance certificate is received within the specified
timeframe but not in the manner prescribed in this Agreement, the Contractor shall 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 Within fifteen (15) business days, the Contractor shall be in default of the contractual
terms and conditions and award of the Contract may be rescinded, unless such timeframe for
submission has been extended by the County.
The Contractor shall 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 be granted by the
County. If insurance certificates are scheduled to expire during the contractual period, the
Contractor shall be 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 shall 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) calendar days. Thereafter, the County may,
at its sole discretion;terminate this contract.
•
ARTICLE 11. MANNER OF PERFORMANCE •
a) The Contractor shall provide the Services described herein in a competent and
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MIAMI-DADE COUNTY, FLORIDA Contract No. RFQ00008
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 its
employees does not require the termination or demotion of any employee by the •
Contractor.
b) The Contractor agrees to defend, hold harmless and indemnify the County and shall be
liable and responsible for any and all claims, 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 personnel,
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 Contractor agrees to adjust its personnel staffing levels or to
replace any its personnel if so directed upon reasonable request from the County,
should the County make a determination, in its sole discretion, that said personnel
staffing is inappropriate or that any individual is not performing in a manner consistent
with the requirements for such a position.
d) The Contractor warrants and represents that its personnel have the proper skill, training,
background, knowledge, experience, rights, authorizations, integrity, character and
• licenses as necessary to perform the Services'described herein, in a competent and
professional manner.
e) • The Contractor shall at all times cooperate with the County and coordinate 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
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 or services performed pursuant to this Agreement shall
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MIAMI-DADE COUNTY,FLORIDA Contract No. RFQ00008
at all times, and in all places, be subject to the Contractor's sole direction, supervision and
control. The Contractor shall exercise control over the means and mariner in which it and its
employees perform the work, and in all respects the Contractor's relationship and the
relationship of its employees to the County shall be that of an independent contractor and not as
employees and agents of the County. .
The Contractor does not have the power or authority to bind the County in any promise,
agreement or representation other than specifically provided for in this Agreement. •
•
ARTICLE 14. AUTHORITY 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 limitations: questions as to the value, acceptability and fitness of the Services;
questions as to either party's fulfillment of its obligations under the Contract; negligence,
fraud or misrepresentation before or subsequent to acceptance of the Contractor's •
Proposal; questions as to the interpretation of the Scope of Services; and claims for
damages, compensation and losses.
b) The Contractor shall be bound by all determinations or orders and shall promptly comply
with every order of the Project Manager, including the withdrawal or modification of any
previous order and regardless.of whether the Contractor agrees with the Project
Manager's determination or order. Where orders are given orally, they will be issued in
writing by the Project Manager as soon thereafter as is practicable.
c) The Contractor must, in the final instance, seek to resolve every difference concerning
the Agreement with the Project Manager. in the event that the Contractor and the
Project Manager are unable to resolve their difference, the Contractor may initiate a
dispute in accordance with the procedures set forth in this Article. Exhaustion of these
procedures shall be a condition precedent to any lawsuit permitted hereunder.
d) In the event of such dispute, the parties 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
claims in the nature of breach of contract, fraud or misrepresentation arising either
before or subsequent to execution hereof) and the decision of each with respect to
matters within the County Mayor's purview as set forth above shall be conclusive, final
and binding on parties. Any such dispute shall be brought, if at all, 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 specifications with respect.thereto
set forth herein, The effect of any decision shall not be impaired or waived by any
negotiations or settlements or offers made in connection with the dispute, whether or not
the County Mayor participated therein, or by any prior decision of others, which prior
decision shall be deemed subject to review, or by any termination or cancellation of the
Agreement. All such disputes shall be submitted in writing by the Contractor to the
County Mayor for a decision, together with all evidence and other pertinent information in
regard to such questions, in order that a fair and impartial decision may be made.
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MIAMI-DADE COUNTY,FLORIDA Contract No. RFQ00008'
Whenever the County Mayor is entitled to exercise discretion or judgement or to make a
determination or form an opinion pursuant to the provisions of this Article, such action
shall be fair and impartial when exercised or taken, The County Mayor, as appropriate,
shall render a decision in writing .and deliver a copy of the same to the Contractor.
Except as .such.remedies may be limited or waived elsewhere in the Agreement,
Contractor reserves the right to pursue any remedies available under law after •
exhausting the provisions of this Article. •
•
ARTICLE 15. MUTUAL OBLIGATIONS
•
a) This Agreement, including attachments and appendices to the Agreement, shall
constitute the entire Agreement between the parties with respect hereto and supersedes
all previous communications and representations or agreements, whether written or oral,
with respect to the subject matter hereto unless acknowledged in writing by the duly
authorized representatives of 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 inthe defense if the
County should so choose. Furthermore, the County may at its own expense defend or
settle any such claims if the Contractor fails to diligently defend such claims, and
thereafter seek indemnity for costs from the Contractor.
ARTICLE 16. QUALITY ASSURANCEIQUALITY ASSURANCE RECORD KEEPING
The.Contractor shall maintain, and shall require that its subcontractors and suppliers maintain,
complete and accurate records to substantiate compliance with the requirements set forth in the
Scope of Services. The Contractor and Its subcontractors and suppliers, shall retain such
records, and all other documents relevant to the Services 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 Agreement and any extension thereof,
have access to and the right to examine and reproduce any of the Contractor's books,
documents, papers and records and of its subcontractors and suppliers which apply to all
matters of the County. Such records shall subsequently conform to Generally Accepted
Accounting Principles requirements, as applicable, and shall only address those transactions
related to this Agreement.
Pursuant to Section 2-481 of the Miami-Dade County Code, the Contractor will grant access to
the Commission Auditor to all financial and performance related records, property, and.
equipment purchased in whole or in part with government funds. The Contractor agrees to
maintain an accounting system that provides accounting records that are supported with
adequate documentation, and adequate procedures for determining the allowability and
allocability of costs.
•
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MIAMI-DADE COUNTY, FLORIDA • Contract No. RFQ00008 •
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 or to the same or any.part thereof without the prior written •
consent of the County.
ARTICLE 20. SUBCONTRACTUAL RELATIONS
a) If the Contractor will cause 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.
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. All Subcontractors ••
are required to protect the confidentiality of the County's and County's proprietary and
confidential information. Contractor shall furnish to the County copies of- all •
subcontracts between Contractor and Subcontractors and suppliers hereunder. Within
each such subcontract, there shall be a clause for the benefit of the County in the
event the County finds the Contractor in breach of this Contract, permitting the County
to request completion by the Subcontractor of its performance obligations under the
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MIAMI-DADE COUNTY. FLORIDA Contract No. RFQ00008
subcontract. The clause shall include an option for the County to pay the
Subcontractor directly for the performance by such Subcontractor. Notwithstanding,
the foregoing shall neither convey nor imply any obligation or liability on the part of the
County to any subcontractor hereunder as more•fully described herein.
ARTICLE 21. ASSUMPTION, PARAMETERS, PROJECTIONS, ESTIMATES AND •
EXPLANATIONS
The Contractor understands and agrees that any assumptions, parameters, projections,
estimates and explanations presented by the County were provided to the Contractor for
evaluation purposes only. However, since these assumptions, parameters, projections,
estimates and explanations represent predictions of future events the County makes no
representations or guarantees; and the County shall not be responsible for the accuracy of the
assumptions presented; and the County shall not be responsible for conclusions to be drawn ••
therefrom; and any assumptions, parameters, projections, estimates and explanations shall not
form the basis of any claim by the Contractor. The Contractor accepts all risk associated with
using this information.
ARTICLE 22. SEVERABILITY
If this Agreement contains any provision found to be unlawful, the same shall be deemed to be
of no effect and shall be deemed stricken from this Agreement without affecting the binding
force of this Agreement as it shall remain after omitting such provision. •
ARTICLE 23. TERMINATION AND SUSPENSION OF WORK
a) 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,
misrepresentation or material misstatement.
b) The County may, as a further sanction,.terminate or cancel any other contract(s) that
such individual or corporation or other entity has with the County and that such
individual, corporation or other entity shall be responsible for all direct and indirect costs
associated with such termination or cancellation, including attorney's fees.
c) The foregoing notwithstanding, 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.
d) In addition to 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.
e) In the event that-the County exercises its right to terminate this Agreement, the
Contractor shall, upon receipt of such notice, unless otherwise directed by the County:
i. stop work on the date specified in the notice ("the Effective Termination Date");
ii_ take such action as may be necessary for the protection and preservation of the
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MIAMI-DADE COUNTY,.FLORIDA Contract No.RFQ00008
County's materials and property; •
iii. cancel orders; •
iv. assign to the County and deliver to any location designated by the County any non-
cancelable orders for Deliverables that are not capable of use except in the
performance of this Agreement and has been specifically developed for the sole
purpose of this Agreement and not incorporated in the Services;
v. take no action which will increase the amounts payable by the County under this
Agreement; and
•
f) In the event that the County exercises its right to terminate this Agreement, the
Contractor will be compensated as stated in the payment Articles herein for the:
I. portion of the Services completed in accordance with the Agreement up to the
Effective Termination Date; and
•
•
ii. non-cancelable Deliverables that are not capable of use except in the
performance of this Agreement and has been specifically developed for the sole
purpose of this Agreement, but not incorporated in the Services.
g) All compensation pursuant to this Article are subject to audit.
ARTICLE 24. EVENT OF DEFAULT
•
a) An Event 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;
•
ii. the Contractor has refused or failed to supply enough properly skilled staff
personnel;
iii. the Contractor has failed to make prompt payment to subcontractors or suppliers for
any Services;
iv. the Contractor has become insolvent (other than as interdicted by the bankruptcy
laws), or has assigned the proceeds received for the benefit of the Contractor's
creditors, or the Contractor has taken advantage of any insolvency statute or
debtor/creditor law or if the Contractor's affairs have been put in the hands of a
receiver;
v. the Contractor has failed to obtain the approval of the County where required by this
Agreement;
vi. the Contractor has failed to provide "adequate assurances" as required under
subsection b below;
•
vii. the Contractor has failed in the representation of any warranties stated herein.
b) When, in the opinion of the County, reasonable grounds for uncertainty exist with
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a ti
MIAMI-DADE COUNTY,FLORIDA Contract No. RFQ00008
respect to the Contractor's ability to 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. Until 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 timeframe, the County may:
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,taking over the performance of the Services.or any part thereof either by itself or
through others.
c) In 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)day 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 Date.
ARTICLE 26. REMEDIES IN THE EVENT OF DEFAULT
If an Event of Default 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 claims related to the Contractor's
default, The County may also bring any suit or proceeding for specific performance or for an
injunction.
ARTICLE 27. PATENT AND COPYRIGHT INDEMNIFICATION
a) The Contractor shall not infringe on any copyrights, trademarks, service marks, trade
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secrets, patent rights, other intellectual property rights or any other third.party proprietary
rights in the performance of the Work.
b) The Contractor warrants that all Deliverables furnished hereunder, including but not
limited to: equipment, programs, documentation, software, analyses, applications,
methods, ways, processes, and the like, do not infringe upon or violate any copyrights, .
trademarks, service marks, trade secrets, patent rights, other intellectual property rights
or any other third party proprietary rights.
c) The Contractor shall be liable and responsible for any and all claims made against the
County for infringement of patents, copyrights, service marks, trade secrets or any other
third party proprietary rights, by the use or supplying of any programs, documentation,
software, analyses, applications, methods, ways, processes, and the like, in the course
of performance or completion of, or in any way connected with, the Work, or the
County's continued use of the Deliverables furnished hereunder. Accordingly, the
Contractor at its own expense, including the payment of attorney's fees, shall indemnify,
and hold harmless the County and defend any action brought against the County with
respect to any claim, demand, cause of action, debt, or liability,
d) In the event any Deliverable or anything provided to the County hereunder, or portion
thereof is held to constitute an infringement and its use is or may be enjoined, the
Contractor shall have the obligation to, at the County's option to (i) modify, or require that
the applicable subconthactor or supplier modify, the alleged infringing item(s) at its own
expense, without impairing in any respect the functionality or performance of the item(s),
or(ii) procure for the County, at the Contractor's expense, the rights provided under this
Agreement to use the item(s).
e) The Contractor shall be solely responsible for determining and informing the County
whether a prospective supplier or subcontractor Is a party to any litigation involving
patent or copyright infringement, service mark, trademark, violation, or proprietary rights
claims or is subject to any injunction which may prohibit it from providing any Deliverable
hereunder. The Contractor shall enter into agreements with all suppliers and
subcontractors at the Contractor's own risk. The County may reject any Deliverable-that
it believes to be the subject of any such litigation or injunction, or if, in the County's .
judgment, use thereof would delay the Work or be unlawful.
ARTICLE 28. CONFIDENTIALITY
a) All Developed Works and other materials, data, transactions of all forms, financial
information, documentation, inventions, designs and methods obtained from the County
in connection with the Services performed under this Agreement, made or developed by
the Contractor or its subcontractors in the course of the performance of such Services,
or the results of such Services, or 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 considered Confidential Information and shall be subject to all the
requirements stated herein. Neither the Contractor nor its employees, agents,
subcontractors or suppliers may sell, transfer, publish, disclose, display, license or
otherwise make available to others any part of such Confidential Information without the
prior written consent of the County. 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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individuals.
b) The Contractor shall advise each of its employees, agents,,subcontractors and suppliers
who may be exposed to such Confidential Information of their obligation to keep such
information confidential and shall promptly advise the County in writing if it learns of any
unauthorized use or disclosure of the Confidential Information by any of its employees or
agents, or subcontractor's or supplier's employees, present or former. In addition, the
Contractor agrees to cooperate fully and provide.any assistance necessary to ensure the
confidentiality of the Confidential Information.
c) 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,
subcontractors 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 political subdivision of the State of Florida, Miami-Dade County is subject to the
stipulations of Florida's Public Records Law.
The Contractor acknowledges that all computer software in the County's possession may
constitute or contain information or materials which the County has agreed to protect as
proprietary information from disclosureor unauthorized use and may also constitute or contain
information or materials which the County has developed at its own expense, the disclosure of
which could harm the County's proprietary interest therein.
During the term of the contract, the Contractor will not use directly or indirectly for itself or for
others, or publish or disclose 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 hired party license agreements must
also be honored by the contractors' employees with the approval of the lessor or Contractors
thereof. This includes mainframe, minis, telecommunications, personal computers and 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 removal.
ARTICLE 30. PROPRIETARY RIGHTS
a) The Contractor hereby acknowledges and agrees that the County retains all rights, title
and interests in and to all materials, data, documentation and copies thereof furnished by
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MIAMI-DADE 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 in connection with this
Agreement, including all copyright and other proprietary rights therein, which the
Contractor as well as its employees, agents, subcontractors and suppliers may use only
in connection with the performance of Services under this'Agreement. The Contractor
shall not, without the prior written consent of the County, use such documentation on any
other project in which the Contractor or its employees, agents, subcontractors or
suppliers are or may become engaged. Submission or distribution by the Contractor to
meet official regulatory requirements or for other purposes in connection with the
performance of Services under this Agreement shall not be construed as publication in
derogation of the County's copyrights or other proprietary rights.
b) All 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 not be utilized, reproduced or distributed by or on behalf of the Contractor, or
any employee, agent, subcontractor or supplier thereof , without the prior written consent
of the County, except as required for the Contractor's performance hereunder.
d) Except as otherwise provided in subsections a, b, and c above, or elsewhere herein, the
Contractor and its subcontractors and suppliers hereunder shall retain all proprietary
rights in and to all Licensed Software provided hereunder, that have not been
customized to satisfy the performance criteria set forth in the Scope of Services.
Notwithstanding the foregoing, the Contractor hereby grants, and shall require that its
subcontractors and suppliers grant, if the County so desires, a perpetual, irrevocable
and unrestricted right and license to use, duplicate, disclose and/or permit any other
person(s) or entity(ies) to use all such Licensed Software- and the associated
specifications, technical data and other Documentation for the operations of the County
or entities controlling, controlled by, under common control with, or affiliated with the
County, or organizations which may hereafter be formed by or become affiliated with the
County. Such license specifically includes, but is not limited to, the right of the County to
use and/or disclose, in whole or in part, the technical documentation and Licensed
Software, including source code provided hereunder, to any person or entity outside the
County for such person's or entity's use in furnishing any and/or all of the Deliverables
provided hereunder exclusively for the County or entities controlling, controlled by, under
common control with, or affiliated with the County, or organizations which may hereafter
be formed by or become affiliated with the County. No such License Software,
specifications, data, documentation or related information shall be deemed to have been
given in confidence and any statement or legend to the contrary shall be void and of no
effect. •
ARTICLE 31. VENDOR REGISTRATION/CONFLICT OF INTEREST
a) Vendor Registration
The Contractor shall be a registered vendor with the County — Internal Services Department,
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
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•
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MiAMI-DADE COUNTY, FLORIDA Contract No. RFQ00008
commitment to comply with the following:
1. Miami-Dade County Ownership Disclosure Affidavit 13. Environmentally Acceptable Packaging
(Section 2-8.1 of the County Code) (Resolution R-738-92)
2. Miami-Dade County Employment Disclosure Affidavit 14. W-9 and 8109 Forms
(Section 2.8-1(d)(2)of the County Code) (as required by the Internal Revenue Service)
3. Miami-Dade Employment Drug-free Workplace 15_ FEIN Number or Social Security Number
Certification In order to establish a file, the Contractor's Federal
(Section 2-8.1.2(b)of the County Code) Employer Identification Number (FEIN) must be
• provided. If no FEIN exists,the Social Security Number
4. Miami-Dade Disability and Nondiscrimination Affidavit of the owner or individual must, be provided. This
(Section 2-8.1.5 of the County Code) number becomes Contractor's `County Vendor
Number'. To comply with Section 119.071(5) of the
• 5. Miami-Dade County Debarment Disclosure Affidavit Florida Statutes relating to the collection of an
(Section 10.38 of the County Code) individual's Social Security Number,be aware that the
County requests the Social Security Number for the
6. Miami-Dade County Vendor Obligation to County following purposes:
Affidavit • Identification of individual account records
(Section 2-8.1 of the County Code) • To make payments to individual/Contractor for
goods and services provided to Miami-Dade
7. Miami-Dade County Code of Business Ethics Affidavit County
(Section 2-8.1(r)end 2-11(b)(1)of the County Code through • Tax reporting purposes
(6)and(9)of the County Code and Section 2-11.1(c)of the • To provide a unique identifier in the vendor
County Code) database that may be used for searching and
sorting departmental records
8. Miami-Dade County Family Leave Affidavit
(Article V of Chapter 11 of the County Code) 16. Office of the Inspector General
(Section 2-1076 of the County Code)
9. Miami-Dade County Living Wage Affidavit
(Section 2-8.9 of the County Code) 17. Small Business Enterprises
The County endeavors to obtain the participation of all
10. Miami-Dade County Domestic Leave and Reporting small business enterprises pursuant to Sections 2-8.2,
Affidavit. 2-8.2.3 and 2-8.2.4 of the County Code and Title 49 of
(Article 8,Section 11A-60 11A-67 of the County Code) the Code of Federal Regulations.
• 11. Subcontracting Practices 18. Antitrust Laws
(Ordinance 97-35) By acceptance of any contract,the Contractor agrees
• to comply with all antitrust laws of the United States and
12. Subcontractor/Supplier Listing the State of Florida.
(Section 2-8.8 of the County Code)
b) Conflict of Interest
Section 2-11.1(d) of Miami-Dade County Code requires that any County employee or any
Member.of-the employee's immediate family who has a controlling financial interest, direct or
indirect, with Miami-Dade County or any person or agency acting for Miami-Dade County,
competing or applying for a contract, must first request a conflict of interest opinion from the
County's Ethics Commission prior to their or their immediate family member's entering into any
contract or transacting any business through a firm, corporation, partnership or business entity
in which the employee or any member of the employee's immediate family has a controlling
financial interest, direct or indirect, with Miami-Dade County or any person or agency acting for
Miami-Dade County. Any such contract or business engagement entered in violation of this
subsection, as amended, shall be rendered voidable. For additional information, please contact
the Ethics Commission hotline at(305)579-2593.
•
ARTICLE 32, INSPECTOR GENERAL REVIEWS
Independent Private Sector Inspector General 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 from the County, the
Contractor shall make available to the IPSIG retained by the County, all requested records and
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MIAMI-DADE COUNTY,FLORIDA Contract No.RFQ00008
documentation pertaining to this Agreement for inspection and reproduction. The County shall •
be responsible for the payment of these IPSIG services, and under no circumstance shall the •
Contractor's prices and any changes thereto approved by the County, be inclusive of any
charges relating to these IPSIG services. The terms of this provision apply to the Contractor, its
officers, agents, employees, subcontractors and assignees. Nothing contained in this provision
shall impair any independent right of the County to conduct an audit or investigate the
operations, activities and performance of the Contractor in connection with this Agreement.
The terms of this Article shall not impose any liability on the County by the Contractor or any
third party.
Miami-Dade County Inspector General Review
According to Section 2-1076 of the Code of Miami-Dade County, Miami-Dade•County has
established the Office of the Inspector General which may, on a random basis, perform audits
on all County contracts, throughout the duration of said contracts, except as otherwise provided.
below. The cost of the audit for this Contract shall be one quarter(1/4)of one (1) percent of the
total contract amount which cost shall be included in the total contract amount. The audit cost •
will be deducted by the County from progress payments to the Contractor. The audit cost shall
also be included in all change orders and all contract renewals and extensions.
Exception: The above application of one quarter (1/4) of one percent fee assessment shall not
apply to the following contracts: (a) IPSIG contracts; (b) contracts for legal services; (c)
contracts for financial advisory services; (d) auditing contracts; (e) facility rentals and lease
agreements; (f) concessions and other rental agreements; (g) insurance contracts; (h) revenue-
generating contracts; (I) contracts where an IPSiG is assigned at the time the contract is
approved by the Commission; (j) professional service agreements under $1,000; (k)
management agreements; (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 quarter
(9/4) of one percent in any exempted contract at the time of award.
Nothing contained above shall in any way limit the powers of the Inspector General to perform
• audits on all County contracts including, but not limited to,those contracts specifically exempted
above. The Miami-Dade County Inspector General is authorized and empowered to review
past, present and proposed County and 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 conformance with plans, specifications and
applicable law. The Inspector General is empowered to analyze the necessity of and
reasonableness of proposed change orders to the Contract. The Inspector General is
empowered to retain the services of independent private sector inspectors general (IPSIG) to
audit, investigate, monitor, oversee, inspect and review operations, activities, performance and
procurement process, including but not limited to project design, specifications, proposal
submittals, activities of the Contractor, its officers, agents and employees, lobbyists, County
staff and elected officials to ensure compliance with contract specifications and to detect fraud
and corruption.
Upon written notice to the Contractor from the Inspector General or IPSIG retained by the
Inspector General, the Contractor shall make all requested records and documents available to
the Inspector General or IPSIG for inspection and copying. The Inspector General and IPSIG
shall have the right to inspect and copy all documents and records in the Contractor's
possession, custody or control which, in the Inspector General's or IPSIG's sole judgment,
pertain to performance of the contract, including, but not limited td original estimate files, change
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MIAMI-DADE COUNTY,FLORIDA Contract No. RFQ00008
order estimate files, worksheets, proposals and agreements form and which successful and
unsuccessful subcontractors and suppliers, all project-related correspondence, memoranda, •
instructions, financial documents, construction documents, proposal and contract documents, •
back-charge documents, all documents and records which involve cash, trade or volume
discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records,
and supporting documentation for the aforesaid documents and records,
ARTICLE 33. 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:
a) Equal Employment Opportunity (EEO), in compliance with Executive 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.
c) Environmental Protection Agency(EPA), as applicable to this Contract.
d) Miami-Dade County Code, Chapter 11A, Article 3. All contractors and subcontractors
performing work in connection with this Contract shall provide equal opportunity for
employment without regard to race, color, religion, ancestry, national origin, sex,
pregnancy, age, disability, marital status, familial status, sexual orientation, or veteran
status. The aforesaid provision shall include, but not be limited to, the following:
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 law.
e) "Conflicts of Interest" Section 2-11 of the County Code, and Ordinance 01-199.
Miami-Dade County Code Section 10-38 "Debarment".
•
g) Miami-Dade County Ordinance 99-5, codified at 11A-60 et. seq, of Miami-Dade Code
pertaining to complying with the County's Domestic Leave Ordinance.
h) Miami-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 all laws, ordinances, regulations and building code requirements
applicable to the work required herein. Damages, penalties, and/or fines imposed on the
County or Contractor for failure to obtain and maintain required licenses, certifications, permits
and/or inspections shall be borne by the Contractor. The Project Manager shall verify the •
certification(s), license(s), permit(s), etc. for the Contractor prior to authorizing work and as
needed. .
Notwithstanding any other provision of this Agreement, Contractor shall not be required
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MIAMI-DADE COUNTY,FLORIDA Contract No. RFQ00008
pursuant to this Agreement to take any action or abstain from taking any action if such action or
abstention would, in the good faith determination of the Contractor, constitute a violation of any
law or regulation to which Contractor is subject, including but not limited to laws and regulations
requiring that Contractor conduct its operations in a safe and sound manner.
ARTICLE 34. NONDISCRIMINATION
During the performance of this Contract, Contractor agrees to not discriminate against any
employee.or applicant for employment because of race, color, religion, ancestry, national origin,
sex, pregnancy, age, disability, marital status, familial status, sexual orientation, 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 apprenticeship and on
the job training.
By entering into this Contract, the Contractor attests that it is not in violation of the Americans
with Disabilities Act of 1990 (and related Acts) or Miami-Dade County Resolution No. R-385-95.
If the Contractor or any owner, subsidiary or other firm affiliated with or related to the Contractor
is found by the responsible enforcement agency or the County to be in violation of the Act or the
Resolution, such violation shall render this Contract void. This Contract shall be void if the
Contractor submits a false affidavit pursuant to this Resolution or the Contractor violates the Act
or the Resolution during the term of this Contract, even if the Contractor was not in violation at
the time it submitted its affidavit.
ARTICLE 35. CONFLICT OF INTEREST
The Contractor represents that:
a) No officer, director, employee, agent, or other consultant of the County or a member of
the immediate family or household of the aforesaid has directly or indirectly received or
been promised any form of benefit, payment or compensation, whether tangible or
intangible, in connection with the award of this Agreement. •
b) There are no undisclosed persons or entities interested with the Contractor in this •
•
Agreement. This Agreement is entered into by the Contractor without any connection
with any other entity or person making a proposal for the same purpose, and without
•
collusion, fraud or conflict of interest. No elected or appointed officer or official, director,
employee, agent or other consultant of the County, or of the State of Florida (including
elected and appointed members of the legislative and executive branches of
government), or a member of the immediate family or household of any of the aforesaid:
• i) is interested on behalf of or through the Contractor directly or indirectly in any
manner whatsoever in the execution or the performance of this Agreement, or in the
services, supplies or work, to which this Agreement relates or in any portion of the
revenues; or
ii) is an employee, agent, advisor, or consultant to the Contractor or to the best of the
Contractor's knowledge any subcontractor or supplier to the Contractor.
c) Neither the Contractor nor any officer, director, employee, agency, parent, subsidiary, or
affiliate of the Contractor shall have an interest which is in conflict with the Contractor's
faithful performance of its obligation under this Agreement; provided that the County, in .
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MIAMI-DADE COUNTY, FLORIDA Contract No. RFQ00008 •
its sole discretion, may consent in writing to such a relationship, provided the Contractor
provides the County with a written notice, in advance, which identifies all the individuals
and entities involved and sets forth in detail the nature of the relationship and why it is in
• the County's best interest to consent to such relationship.
•
d) • The provisions of this Article are supplemental to, not in lieu of, all applicable laws with
respect to conflict of interest. In the event there is a difference between the standards
applicable under this Agreement and those provided by statute; the stricter standard
shall apply.
•
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 no circumstances shall the Contractor without the express written consent of the County:
a) Issue or permit to be issued any press release, advertisement or literature of any kind
which refers to the County, or the Work being performed hereunder, unless the
Contractor first obtains the written approval of the County. Such approval may be
withheld if for any reason the County believes that the publication of such information
would be harmful to the public interest or is in any way undesirable; and
b) Communicate in any way with any contractor, department, board, agency, commission
or other organization or any person whether governmental or private in connection with
the Services to be performed hereunder except upon prior written approval and
instruction of the County; and
c) Except as may be required by law, the Contractor and its employees, agents,
subcontractors and suppliers will not represent, directly or indirectly, that any product or
service provided by the Contractor 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 •
a trustee or receiver is appointed over all or a substantial portion of the property of the
Contractor under federal bankruptcy law or any state insolvency law.
ARTICLE 38. GOVERNING LAW.
This Contract, including appendices, and all matters relating to this Contract (whether in
contract, statute, tort(such as negligence), or otherwise) shall be governed by, and construed in
accordance with, the laws of the State of Florida. Venue shall be Miami-Dade County.
•
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MIAMI-DADS COUNTY,FLORIDA Contract No. RFQ00008
•
ARTICLE 39. COUNTY USER ACCESS PROGRAM (UAP)
a) User Access Fee
•
Pursuant to Section 2-8.10 of the Miami-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%).
All 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 price 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-
governmental or not-for-profit entity.
•
The Contractor providing goods or services under this Contract shall invoice the Contract price •
and shall accept as payment thereof the Contract price less the 2% UAP as full and complete
payment for 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
Only those entities that have been approved by the County for 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. The 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 writing, within three-(3) business days of receipt of an order, of a decision to decline
the order.
For all ordering entities located outside the geographical boundaries of Miami-Dade County, the
Contractor shall be 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 be a party thereto. All orders shall be
placed directly by the ordering entity with the Contractor and shall be paid by the ordering entity
less the 2% UAP.
c) Contractor Compliance
If a Contractor fails to comply with this Article, that Contractor may be considered in default by
the County in accordance with Article 24 of this Contract.
ARTICLE 40. FIRST SOURCE HIRING REFERRAL PROGRAM
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 fill each vacancy arising under a County contract shall
(1) first notify the South Florida Workforce Investment Board ("SFWIB"), the designated Referral
Agency, of the vacancy and list the.vacancy with SFWIB according to the Code, and (2) make
good faith efforts as determined by the County to fill a minimum of fifty percent (50%) of its
employment needs under the County contract through the SFWIB. If no suitable candidates can
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MIAMI-DADE COUNTY,FLORIDA Contract No. RFQ00008
be employed after a Referral Period of three to five days, the Contractor is free to fill its •
vacancies from other sources. Contractor will be required to provide quarterly reports-to the •
SFWIB indicating the name and number of employees hired in the previous quarter, or why
referred candidates were rejected. Sanctions for non-compliance shall include, but not be
limited to: (i) suspension of contract until Contractor performs obligations, if appropriate; (ii)
default and/or termination; and (iii) payment of$1,500/employee, or the value of the wages that
would have been earned given the noncompliance, whichever is less. Registration procedures
and additional information regarding the FSHRP are available at
https://iapps.southfloridaworkforce.com/firstsource/. _
ARTICLE 41. PUBLIC RECORDS AND CONTRACTS FOR SERVICES PERFORMED ON
BEHALF OF-A PUBLIC AGENCY
The Contractor shall comply with the state of FL Public Records Law, s. 119.0701, F.S.,
specifically to: (1) 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 cost 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 Contractorupon 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. If the Contractor does not comply with a public records request, the public agency shall
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enforce contract provisions in accordance with the contract.
ARTICLE 42. SURVIVAL
The parties acknowledge that any of the obligations in this Agreement will survive the term,
termination and cancellation hereof. Accordingly, the respective obligations of the Contractor
and the County under this Agreement, which by nature would continue beyond the termination,
cancellation or expiration thereof, shall survive termination, cancellation or expiration hereof.
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MIAMI-DADS COUNTY, FLORIDA Contract No. RFQ00008
• IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
contract date herein above set forth.
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Contractor Miami-Dade Count
"AC i
Name: Sergio D. Masvidal Name: Carlos A. Gimenez
Title: Managing Director Title: Ma or
Date: 3—,2 7' /9/ • Date: rvST/Li_aliosoo.'"'
Attest: 5.11 / Attest: •
•rporate Secr-s:ry/Notary Public Clerk ogre-:.° .;-;t•'-''-'V.:'0 '`
Corporate Seal/Notary Seal Approved as to form `,!`�z','. r
and/ gal sufficiency *S.
• Assistant County Attor
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Miami-Dade County, Florida Contract No. RFQ00008
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Appendix A
Scope of Services
1. Background/Introduction
The County,as represented by the Miami-Dade Finance Department(Finance Department),is contracting to provide financial advisory
services for revenue debt transactions and services for general obligation, special obligation, public health trust/general obligation, •
public health trust/sales tax, transit and sunshine state debt transactions and services. These transactions will include issuance of
bonds, notes, certificates, or other financing instruments, and on-going advisory services ("Financial Advisory Services") for the
County's General Segment. These services exclude swaps or derivative products, as the County has retained a swap advisor to
provide financial advisory services for all swap and derivative products.
The County issued a separate Request for Qualifications for each of the three Financial Advisory Services Segments:Water& Sewer
Segment; General Segment; and Enterprise Segment. This Contract is for the General Segment of the County. The General
Segment includes all financial advisory services for the County, other than financial advisory services for its peripheral agencies, its
Water&Sewer Segment and Enterprise(Aviation,Seaport,Public Works and Waste Management Departments)Segments
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2. Limitations •
The following items are limitations under this Contract: •
A. Subcontractors/Sub-consultants are not allowed to be utilized under the contract.
B. Underwriters are not allowed to be utilized under the contract. •
3) A Contractor that has been selected to serve as financial advisor to the Citizen's Independent Transportation Trust may not be
a Contractor as Financial Advisor to the General Segment.
3. Minimum Qualification Requirements
The Contractor shall remain listed in the Bond Buyer Municipal Online Marketplace Directory,"Red Book"as Financial Advisors during
the term of the contract,including any renewals or extensions.
Note: It is clearly understood and confirmed with The Bond Buyer's Municipal Marketplace's Red Book Editorial Department,that only
firms are eligible for inclusion in the Red Book under this caption and not individuals. Therefore, the fact that an individual has been
listed in the Red Book does not in and of itself qualify a firm which employs that individual as having Red Book status.
4. Services to be Provided
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A. Issuance of Bonds
The Contractor shall: -
1) Advise the County and provide a written recommendation on the means of conducting the sale of bonds(I.e.competitive
bidding, negotiation,or some other process);
2) For both negotiated and competitively bid bond issues: •
a) On a pro-active basis,bring refunding or other new financing ideas to the attention of the Finance Director,
b) Assist the County in preparing the notice of sale(NOS);
c) On the day of the sale, advise the County as to the best bid received based upon the verification of bids and
recommend an award which,in the Contractor's judgment,is in the best interest of the County;
d) Assist in determining the optimal timing for the issue"to go to the market';and
e) Participate in the"pricing call'and advise the County as to the reasonableness of the components of the underwriters
spread;
3) Provide specific recommendations on each bond issue regarding the following:
a) The aggregate principal amount of bonds to be issued;
b) The timing of the offering in order to provide funds to meet the County's capital needs;
c) The definitive structure of the bond issue—maturity range,serial and/or term bonds,capital appreciation bonds,etc.;
d) Redemption Provisions;
Miami-Dade County,FL i RFQ No.00008
e) Prepare number runs in advance of resolution submittal to committee and Board of County Commission regular
meeting;
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4) Prepare pre-pricing analyses in advance of pricing and prepare final report after pricing;
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5) Provide a certificate at closing which will confirm that the County received a market price on the transaction at the time of
pricing;
6) Prepare a timetable for each bond issue and assist the County in coordinating all meetings and conference calls;
7) Provide advice and assistance to the County and to bond counsel in the preparation of the necessary bond authorizing
ordinance or ordinances and other proceedings;
8) Assist with validation of the bonds through preparation of financial tables and exhibits and the presentation of testimony
when necessary;
9) Provide advice and assistance to the County and disclosure counsel as to preparation and composition of the preliminary
and final official statements, so as to make the most favorable full and accurate disclosure to the rating agencies and
investing public;
10) Provide a recommendation on the need for municipal bond insurance and request, receive and evaluate quotes, when
applicable, for municipal bond insurance, and make recommendations to the County as to which quote should be
accepted;
11) Provide a recommendation on whether to cash fund or use a surety reserve policy to fund the reserve requirement and
request, receive and evaluate quotes, when applicable, for reserve fund surety, and make recommendations to the
County as to which quote should be accepted;
12) If applicable,solicit bids for escrow securities in refunding transactions;
13) If applicable,solicit bids for investment contracts for debt service reserve funds;
14) Request, receive and evaluate bids for the printing of the preliminary and final official statement, and make
recommendations to the County as to which bid should be accepted;
15) Request, receive and evaluate bids for paying agent/registrar services, and make recommendations to the County as to
which bid should be accepted;
16) Provide advice and assistance to County staff in the preparation and presentations to the rating agencies,to include bond
issues documentation,for the purpose of obtaining the best possible rating of the bonds;
17) Assist in the preparation and review of all necessary closing documents;
18) Attend ail 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
closings,when deemed necessary;and
19) Review debt service schedules and annual report to bondholders.
B. Other Services—(Non-Bond Related)
The Contractor shall:
1) Coordinate periodic visits between the County,representatives of the rating agencies and major institutional investors;
2) Provide periodic reports of municipal market conditions both within the State of Florida and nationwide;
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Miami-Dade County Contract No.RFQ00008
Appendix B
Price Schedule
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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).
Table 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$1,000
Over$225 million $0.25 per$1,000
Table 2
Minimum/Maximum Charge per Bond Issue
Minimum Charge $25,000
Maximum Charge $175,000
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Notes:
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1) Price per$1,000 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
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a bond issue. Such travel expenses shall"be limited to $10,000 per bond issue, unless otherwise
approved, in writing and in advance, by the Finance Director for extraordinary circumstances. Refer to
Section 5;0,Article 7, regarding adherence to CH.112.061 of the Florida Statutes for travel expenses.
2) Notwithstanding the per bond rate stated below, there shall be a minimum charge per bond issue and a
maximum charge per bond issue (Table 2 above). If the applicable charge based on the•per$1,000 per
bond issue for bond related work rate listed above in Table 1, is less than the minimum charge per
bond issue listed in Table 2,then the minimum charge per bond issue listed in Table 2 shall prevail.
3) If the applicable charge based on the per $1,000 per bond issue for bond related work rate listed in
Table 1, is more than the maximum charge per bond issue, listed in Table 2, then the maximum charge
per bond issue listed in Table 2 shall be applied.
4) Notwithstanding the above, the actual amount paid by the County shall be based on the actual bonds
issue, on a per bond rate basis.
B. NON BOND RELATED WORK
The not-to-exceed hourly rates shown below are for the various staff levels to complete the required tasks and
deliverables as stated in Appendix A, Section 4(B). Compensation for non-bond related work shall be paid as
needed, on an hourly basis.
Table 3
Maximum Hourly Rates For Non-Bond Related Work
Staff Position Years 1 through 3
Managing Director $250.00
Director/Senior Managing Consultant $200.00
Senior Analyst/Analyst • $175.00
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Miami-Dade County Contract No.RFO00008
Notes: • •
1. The not-to-exceed hourly rates above shall remain firm and fixed for the term of the Contract, including
any renewals or extensions thereof, and include all costs, including all out-of-pocket expenses, such as
travel, per diem, and miscellaneous costs and fees, which shall be incorporated in this price schedule,
as they will not be reimbursed separately by the County.
2. Notwithstanding the rates above, compensation to the Contractor shall be based on the projects
assigned. The Contractor shall not exceed the maximum hourly rates when calculating the not-to-
exceed cost statement required for each assignment.
3. The positions identified in the table above, shall be the same as the key positions identified in the
Contractor's proposal.The County expects that the key personnel, in those positions, will be performing
the services, as needed.
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S,eY '= F City of Sunny Isles Beach
18070 Collins Avenue
V+r ` ` Sunny Isles Beach, Florida 33160
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iP v n °p F` (305)947-0606 City Hall
s,t4 (305)949-3113 Fax
MEMORANDUM
TO: The Honorable Mayor and City Commission
VIA: Christopher J. Russo, City Manager
FROM: Audra K. Curts-Whann, Finance Director
DATE: 3/16/2017
Approving an agreement with PFM Financial Advisors
LLC to provide financial advisory services to the City in
RE: an amount not to exceed Fifty Thousand Dollars
($50,000.00) per year for a total amount not to exceed
One Hundred Fifty Thousand Dollars ($150,000.00)for
the initial three (3)year term.
RECOMMENDATION:
Adopt the resolution
REASONS:
To provide financial advisory services to the City
ADDITIONAL INFORMATION:
SIB Contract No. C6411-1617-040 pursuant to the pricing terms and
conditions offered to the Miami-Dade County, Florida, Contract No.
RFQ00008.
ATTACHMENTS:
Description
Resolution
Agreement
Item Number: 10.A.
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