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
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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
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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
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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:
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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
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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.