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HomeMy WebLinkAboutCity of Tamarac Resolution R-2008-010January 29, 2008 Temp. Reso # 11348 Page 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2008-,/� A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA; AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO AWARD LOI #08-07L AND EXECUTE AN AGREEMENT BETWEEN THE CITY OF TAMARAC AND THE FERGUSON GROUP PROVIDING FOR FEDERAL LOBBYING SERVICES FOR A TWO (2) YEAR PERIOD; PROVIDING FOR CONFLICTS, PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Tamarac Commission desires to continue to retain the services of a qualified professional lobbyist to represent the City of Tamarac's legislative, administrative and funding interests at the Federal level; and WHEREAS, the current agreement for Federal Lobbying Services has expired; and WHEREAS, the City of Tamarac solicited LOI #08-07L requesting proposals from firms interested in providing federal lobbyist services to the City of Tamarac (incorporated by reference and on file in the office of the City Clerk); and WHEREAS, the following seven (7) firms responded to the City's request: 1. The Ferguson Group, LLC 2. Marlowe & Company 3. Van Scoyoc Associates 4. MWW Group 5. Monument Strategies, LLC 6. U.S. Strategies Corp. 7. Akerman Senterfitt; and WHEREAS, an Evaluation and Selection Committee consisting of the Deputy January 29, 2008 Temp. Reso # 11348 Page 2 City Manager, Assistant City Manager, Director of Financial Services and Management Analyst I, reviewed the proposals, short listed the following top ranked firms as indicated, and invited them to make presentations before the Mayor and City Commissioner on January 28, 2008, 1. Van Scoyoc & Associates 2. Marlowe & Company 3. The Ferguson Group; and WHEREAS, after evaluation of the documents submitted and presentations made by the proposing firms, the Mayor and City Commission deemed The Ferguson Group as the most qualified proposer; and WHEREAS, staff entered into negotiations with The Ferguson Group resulting in the agreement for services (attached hereto as Exhibit 1 "); and WHEREAS, the City Commission of the City of Tamarac, Florida, deems it to be in the best interest of the citizens and residents of the City of Tamarac to award LOI #08-07L and to execute an agreement between the City of Tamarac and The Ferguson Group providing for federal lobbying services (attached hereto as Exhibit 1 "). NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: SECTION 1: The foregoing `WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution. SECTION 2: The appropriate City Officials are hereby authorized to award LOI #08-07L to and execute an agreement between the City of Tamarac and The Ferguson Group (attached hereto as Exhibit "1 ") for federal lobbying services for a two (2) year January 29, 2008 Temp. Reso # 11348 Page 3 L J period. SECTION 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 4: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. SECTION 5: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this ATTEST: ARION SWENSON, CMC CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. z fog S UEL S. G N CITY ATTOR EY I te day of JW zll/ BETH FLANSBAUM-TALABISCO Mayor RECORD OF COMMISSION VOTE: MAYOR FLANSBAUM-TALABISCO DIST 1: V/M PORTNER DIST 2: COMM ATKINS-GRAD DIST 3: COMM. SULTANOF DIST 4: COMM. DRESSLER January 29, 2008 Temp. Resa # 11348 Page 4 1 L 19:1=1a4:1411401►[C3:10111 THIS AGREEMENT made and entered into this f�day of he , 2008, by and between the City of Tamarac, a municipal corporation op the State of Florida, hereinafter referred to as "City", and The Ferguson Group, LLC a Limited Liability Corporation, with principal offices located at 1130 Connecticut Avenue, NW Suite 300 Washington, DC 20036 hereinafter referred to as "Consultant": WHEREAS, the City requires government relations services at the Federal level; and, WHEREAS, the City requires certain professional services in connection with the provision of government relations services and the development of a government relations program designed for use at the Federal level; and, WHEREAS, the Consultant represents that it is capable and prepared to provide such services: NOW THEREFORE, in consideration of the promises contained herein, the parties hereto agree as follows: /_1:49Is] 4=1ie=1aax01I1IV/=107_11t 1.1 The effective date of this Agreement shall be for a two (2) year period beginning on date of execution. 1.2 Upon expiration of this term, the parties may choose to renew the Agreement by mutual written agreement for the same rate as provided herein, for a term to be set in the renewal agreement. I_1:4IIs] 11*a&-]4:1►ND]4111101=34:24:7701:7k'�I:403--yao%7►F-'111>wOrI1►ii The Consultant shall perform the services in accordance with the provisions contained in this Agreement and the Consultant's proposal provided to the City of Tamarac, dated January 15, 2008, attached hereto as Exhibit A, and incorporated herein as if set forth in full. Additional scope of work may be specifically designated and additionally authorized by the City. Such additional authorizations will be in the form of a Purchase Order or written Change Order. Each Purchase Order or written Change Order shall set forth a specific scope of services, the amount of compensation and the required completion date. In the event of a conflict between this Agreement and Exhibit A, the provisions of this Agreement shall govern. In its capacity as a consultant, the Consultant shall make its best efforts to assist the City in pursuing government relations objectives. The nature of these objectives shall be determined by the City with the advice and assistance of the Consultant. In this role, Consultant shall plan and implement all legislative strategies designed to accomplish the City's initiatives, assist in the preparation of supporting materials for the initiatives, develop meetings with Members of Congress and staff to advance the initiatives, and serve as a liaison to federal agencies relevant to the initiatives. /l:iilei 11*21dS]1,1:24L, _r1101ki 3.1 The City shall pay an annual aggregate fee of $95,000, inclusive of expenses with the exception of out of town travel expenses and travel from Washington DC to City which may be reimbursed subject to prior written approval by the City. 3.2 Reimbursable expenses shall be compensated at the actual cost. No additional overhead or profit may be claimed as an expense. All invoices submitted for reimbursement of actual expenses incurred pursuant to the terms of this Agreement shall include copies of paid receipts, invoices, or other documentation acceptable to the City. Such documentation shall be sufficient to establish that the expense was actually incurred and necessary in the performance of the Services described in this Agreement. ARTICLE 4 - STANDARD OF CARE Consultant shall exercise the same degree of care, skill, and diligence in the performance of the Services as is ordinarily provided by a professional under similar circumstances. ARTICLE 5 - INDEMNIFICATION 5.1. Consultant shall, in addition to any other obligation, indemnify the City and to the fullest extent permitted by law, protect, defend, indemnify and hold harmless the City, its agents, elected officials and employees from and against all claims, actions, liabilities, losses (including economic losses), costs arising out of any actual or alleged: a). Bodily injury, sickness, disease or death, or injury to or destruction of tangible property including the loss of use resulting therefrom, or any other damage or loss arising out of or resulting, or claimed to have resulted in whole or in part from any actual or alleged negligent act or omission of the Consultant and any sub -Consultant, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable in the performance of the Work; or b). violation of law, statute, ordinance, governmental administration order, rule, regulation, or infringement of patent rights by consultant, in the performance of the Work; or c). liens, claims or actions made by the Consultant or any sub -Consultant under workers compensation acts, disability benefit acts, other employee benefit acts or any statutory bar. Any cost or expenses, including attorney's fees, incurred by the City to enforce this agreement shall be borne by the Consultant. 5.2. Upon completion of all services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. r 5.3. The Consultant shall pay all claims, losses, liens, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to, reasonable attorney's fees (including appellate attorney's fees) and costs. 5.4. City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Consultant under the indemnification agreement. Nothing contained herein is intended nor shall it be construed to waive City's rights and immunities under the common law or section 768.28, Florida Statutes, as amended from time to time. ARTICLE 6 — NON-DISCRIMINATION AND EQUAL OPPORTUNITY EMPLOYMENT During the performance of the Contract, the Contractor shall not discriminate against any employee or applicant for employment because of race, color, sex, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, or disability if qualified. The Contractor will take affirmative action to ensure that employees are treated during employment, without regard to their race, color, sex, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, or disability if qualified. Such actions must include, but not be limited to, the following: employment, promotion; demotion or transfer; recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor shall agree to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. The Contractor further agrees that he/she will ensure that Subcontractors, if any, will be made aware of and will comply with this nondiscrimination clause. This Agreement does not create an employee/employer relationship between the parties. It is the intent of the parties that the Consultant is an independent contractor under this Agreement and not the City's employee for any purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State Unemployment Insurance law. The Consultant shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Consultant's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Consultant, which policies of Consultant shall not conflict with City, State, or United States policies, rules or regulations relating to the use of Consultant's funds provided for herein. The Consultant agrees that it is a separate and independent enterprise from the City, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Consultant and the City and the City will not be liable for any obligation incurred by Consultant, including but not limited to unpaid minimum wages and/or overtime premiums. F-3A9Eli 1*111111111111:7-Xil`�1:4k,k K 8.1 Fees: The City shall pay in full the Contract Sum to the Consultant on a quarterly basis as noted in Article 3 of this Agreement unless the parties agree otherwise. The City shall pay the Consultant subject to the provisions of this Agreement, subject to any additions and deductions by subsequent change order provided in the contract documents. Payments for Fees shall be made under the following quarterly schedule during the contract period: February, May, August, and November. 8.2 Expenses: A statement of actual expenses incurred shall be made to the City at the end of each month for expenses incurred during the previous month. The statement shall be made payable monthly so long as such expenses were authorized by the City in writing in advance of Consultant incurring such expense. 8.3 Payments shall be processed in accordance with The Florida Prompt Payment Act, F.S., Part VII, Chapter 218. 8.4 Federal funds may not be used to pay Consultant's fees or expenses. 8.5 Payments shall be remitted to the The Ferguson Group 1130 Connecticut Avenue N.W., Ste. 300, Washington, D.C. 20036 8.6 ARTICLE 9 - COMPLIANCE WITH LAWS In performance of the services, Consultant will comply with applicable regulatory requirements applicable generally to its business operations including federal, state, and local laws, rules regulations, orders, codes, criteria and standards. /_1AIlei 4 ► Is] 4 10.1 Consultant shall obtain at Consultant's expense all necessary insurance in such form and amount as specified in the original bid document or as required by the City's Risk and Safety Manager before beginning work under this Agreement including, but not limited to, Workers' Compensation, Commercial General Liability, and all other insurance as required by the City, including Professional Liability when appropriate. Consultant shall maintain such insurance in full force and effect during the life of this Agreement. Consultant shall provide to the City's Risk and Safety Manager certificates of all insurances required under this section prior to beginning any work under this Agreement. The Consultant will ensure that all subcontractors comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. 10.2 Consultant shall indemnify and hold the City harmless for any damages resulting from failure of the Consultant to take out and maintain such insurance. Consultant's Liability Insurance policies shall be endorsed to add the City as an additional insured. Consultant shall be responsible for payment of all deductibles and self-insurance retentions on Consultant's Liability Insurance policies. ARTICLE 11 - CITY'S RESPONSIBILITIES The City shall be responsible for providing access to all project records and for providing project -specific information as required to facilitate the efficient and effective execution of the services to be provided by the Consultant as provided in this Agreement. /_1:4910l44ili'411294:1klill:/_1IIs] ►[OI;F-, N44kli14►kI 12.1 Termination for Convenience: This Agreement may be terminated by the City for convenience, upon thirty (30) days written notice by the terminating party to the other party for such termination in which event the Consultant shall be paid its compensation for services performed up to the termination date, including services reasonably related to termination. In the event that the Consultant abandons this Agreement or causes it to be terminated, Consultant shall indemnify the City against loss pertaining to this termination. 12.2 Default by Consultant: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Consultant neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Consultant of written notice of such neglect or failure. ARTICLE 13 - NONDISCLOSURE OF PROPRIETARY INFORMATION Consultant shall consider all information provided by City and all reports, studies, calculations, and other documentation resulting from the Consultant's performance of the Services to be proprietary unless such information is available from public sources. Consultant shall not publish or disclose proprietary information for any purpose other than the performance of the services without the prior written authorization of City or in response to legal process. ARTICLE 14 - UNCONTROLLABLE FORCES 14.1 Neither the City nor Consultant shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non -performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 14.2 Neither party shall, however, be excused from performance if nonperformance is due to forces, which are preventable, removable, or remediable, and which the nonperforming party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The nonperforming party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. ARTICLE 15 - GOVERNING LAW AND VENUE This Agreement shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement will be held in Broward County, Florida. ARTICLE 16 - MISCELLANEOUS 16.1 Non -waiver: A waiver by either City or Consultant of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. 16.2 Severability: Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. The non- enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement. 16.3 The provisions of this section shall not prevent the entire Agreement from being void should a provision, which is of the essence of the Agreement, be determined to be void. 16.4 Merger; Amendment: This Agreement constitutes the entire Agreement between the Consultant and the City, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Consultant and the City. 16.5 No Construction Against Drafting Party: Each party to this Agreement expressly recognizes that this Agreement results from the negotiation process in which each party was represented by counsel and contributed to the drafting of this Agreement. Given this fact, no legal or other presumptions against the party drafting this Agreement concerning its construction, interpretation or otherwise accrue to the benefit of any party to the Agreement, and each party expressly waives the right to assert such a presumption in any proceedings or disputes connected with, arising out of, or involving this Agreement. 16.6 Binding Authority: Each person signing this Agreement on behalf of either party individually warrants that he or she has the full legal power to execute this Agreement on behalf of the party for whom he or she is signing, and to bind and obligate such party with respect to all provisions contained in this Agreement. 16.7 Headings: Headings herein are for convenience of reference only and shall not be considered on any interpretation of this Agreement. 16.8 During the Term of this Agreement, and for a period of six (6) months following the Term's conclusion, or for six (6) months after the date on which the City terminates the Agreement, the Consultant and its employees are prohibited from lobbying the City Commission, City Manager, or any City Employees on any matter that will or may be presented to the City Commission or City Manager for final approval, final award, or any related consideration. This prohibition on lobbying, includes, but is not limited to meetings, telephone calls, e-mail, letters, memoranda, notes, or any other form of verbal or written communication intended to influence or persuade a member of the City Commission, the City Manager, or any City Employee on any land use, land development, contract, employment, or any other City related matter. The City and Consultant each binds itself and its director, officers, partners, successors, executors, administrators, assigns and legal representatives to the other party to this Agreement and to the partners, successors, executors, administrators, assigns, and legal representatives. ARTICLE 18 - CONTINGENT FEES The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for the Consultant, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. ARTICLE 19 - TRUTH -IN -NEGOTIATION CERTIFICATE Execution of this Agreement by the Consultant shall act as the execution of a truth - in -negotiation certificate certifying that the contract amount charged by Consultant in this Agreement is based upon the standard amount charged to state and local governmental clients of Consultant for the same or substantially similar service. ARTICLE 20 - OWNERSHIP OF DOCUMENTS Consultant may be required to work in harmony with other Consultants or Sub - consultants relative to providing information requested in a timely manner and in the specified form. Any and all documents, records, disks, original drawings, or other information shall become the property of the City upon completion for its use and distribution as may be deemed appropriate by the City. ARTICLE 21 - FUNDING This agreement shall remain in full force and effect only as long as the expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Tamarac in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. I_1:411$]R*415ZIs] I14q� 22.1 Whenever either party desires or is required under this Agreement to give notice to any other party, it must be given by written notice either delivered in person, sent by U.S. Certified Mail, U.S. Express Mail, air or ground courier services, or by messenger service, as follows: relic City Manager City of Tamarac 7525 NW 88th Avenue Tamarac, Florida 33321-2401 With a copy to the City Attorney at the following address: City Attorney City of Tamarac Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale, Florida 33308 CONSULTANT: Valerie Levine Gelnovatch Principal The Ferguson Group, LLC 1130 Connecticut Avenue, NW Suite 300 Washington, DC 20036 22.2 Notices shall be effective when received at the address specified above. Changes in the respective addresses to which such notice may be directed may be made from time to time by any party by written notice to the other party. Facsimile is acceptable notice effective when received, however, facsimiles received (i.e.; printed) after 5:00 p.m. or on weekends or holidays, will be deemed received on the next business day. The original of the notice must additionally be mailed as required herein. 22.3 Nothing contained in this Article shall be construed to restrict the transmission of routine communications between representatives of Consultant and City. Remainder of Page Intentionally Blank IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and CONSULTANT, signing,by and through its Senior Vice President, duly authorized to execute same. A TEST: Marion Swenson, CMC City Clerk Date ATTEST: Signature of Corporate Secretary Type/Print Name of Corporate Secy Date (CORPORATE SEAL) CITY OF TAMARAC /�dad&y-- a-5� Beth Flansbaum-Talabisco, Mayor ,�2/kX59- Date __-,r_.. sk Jeffrey L Miller, City Manager Date: Approved as to form and legal sufficiency: AlroIlfl' Ate_ x/ 2j Samu6l S. G6reK, fferim City Attorney �)-/ /3 /o Date The Ferguson Group, LLC Company ame 4"' Sigrgatur of Owner P i ipal Date CORPORATE ACKNOWLEDGEMENT STATE OF :SS COUNTY OF I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared William Ferguson, Jr., Chief Executive Officer of the Ferguson Group, LLC a GUIs �, DC- Limited Liability Corporation, to me known to be the i' ' person(s)� described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this. day of , 20tg. Signature of Notary Public State of D c at Large Print, Type or Stamp Name of Notary Public ❑ Personally known to me or L� Produced Identification "\-c' 1 L,, c. f Type of I.D. Produced LE� DID take an oath, or ❑ DID NOT take an oath.