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HomeMy Public PortalAbout19-9646 RFP for Pool of Attorney Firms for Outside Legal Counsel Sponsored by: Commissioner Kelley RESOLUTION NO. 19-9646 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, AUTHORIZING THE ISSUANCE OF A REQUEST FOR PROPOSALS (RFP) SEEKING A POOL OF ATTORNEYS OR FIRMS TO SERVE AS OUTSIDE LEGAL COUNSEL TO THE CITY ATTORNEY FOR THE CITY OF OPA- LOCKA; FURTHER AUTHORIZING THE ESTABLISHMENT OF A COMMITTEE TO REVIEW AND MAKE RECOMMENDATIONS TO THE CITY COMMISSION; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Opa-locka's ("City") desires to establish a pool of attorneys or firms to serves as outside counsel to the City Attorney; and WHEREAS, the City Commission desires to have an RFP issued by the City Manager in conjunction with the City Clerk and the City Attorney, to be brought back to be approved by the City Commission, seeking attorneys or firms to serve as outside legal counsel to the City Attorney for the City of Opa-locka; and WHEREAS, the City Commission wishes to establish a committee, for which each Commissioner shall appoint one member, to review proposals and make recommendations to the City Commission. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA LOCKA, FLORIDA: Section 1. RECITALS ADOPTED. The recitals to the preamble herein are incorporated by reference. Section 2. AUTHORIZATION The City Commission hereby authorizes the issuance of a RFP by the City Manager in conjunction with the City Attorney and City Clerk, to be brought back to the City Commission, seeking attorneys or firms to serve as outside legal counsel to City Attorney for the City of Opa-locka and further authorizes the establishment of a committee to review and make recommendations to the City Commission Section 3. SCRIVENER'S ERRORS. Sections of this Resolution may be renumbered or re-lettered and corrections of typographical errors which do not affect the intent may be authorized by the City Manager, or the City Manager's designee, without need of public hearing, by filing a corrected copy of same with the City Clerk. Resolution No. 19-9646 Section 4. EFFECTIVE DATE. This Resolution shall take effect immediately upon adoption and is subject to the approval of the Governor or his designee. PASSED AND ADOPTED this 24th day of April, 2019. ,Ve Matthew A. Pigatt Mayor Attest to: Approved as to form and legal sufficiency:---14 Joa a Flores THE BROWN LAW GROUP, LLC Cit lerk City Attorney Moved by: COMMISSIONER BURKE Seconded by: VICE MAYOR DAVIS Commissioner Vote: 5-0 Commissioner Burke: YES Commissioner Kelley: YES Commissioner Bass: YES Vice-Mayor Davis: YES Mayor Pigatt: YES • 41144„. j4k 119411b-S N• , 1., �I\P\n�pADE coop giving 0411 students the world BBL/C SCKC)°� MIAMI-DADE COUNTY PUBLIC SCHOOLS REQUEST FOR PROPOSALS SEALED BID NO: RFP-17-021-CH TITLE: Legal Services DESCRIPTION: The purpose of this Request for Proposals (RFP) is to obtain licensed attorneys and/or law firms to provide assistance in Construction, Real Estate, General Liability, and Workers' Compensation areas on an as needed basis for the School Board of Miami-Dade County, Florida. TERMS: Three(3)years initial term,with two(2),one(1)year options to renew. RFP RELEASE DATE: Friday,April 20,2018 PRE-PROPOSAL CONFERENCE DATE/TIME: Wednesday,May 2,2018 at 10 a.m.EST PRE-BID CONFERENCE LOCATION: Miami-Dade County Public Schools School Board Administration Building Procurement Management Services 1450 Northeast 2' Avenue,Suite 650 Miami,Florida 33132 DEADLINE FOR QUESTIONS: Wednesday,May 2,2018 at 5 p.m. EST PROPOSAL DUE DATE/TIME: Thursday,May 17,2018 at 2 p.m.EST PUBLIC OPENING OF BIDS: Thursday,May 17,2018 at 2 p.m.EST BID OPENING LOCATION: Miami-Dade County Public Schools School Board Administration Building Procurement Management Services 1450 Northeast 2' Avenue,Suite 650 Miami, Florida 33132 FOR INFORMATION CONTACT: Charisma Hodge Procurement Analyst Phone:(305)995-2364 Email:chodge(@dadeschools.net Visit our web site at procurement.dadeschools.net to download a vendor registration package.The website also displays Bids, RFPs, bid opening, scheduled Selection Committee Meetings, award recommendations, and the current Board approved Procurement/Purchasing Regulations. Page 1 of 43 TABLE OF CONTENTS Section 1.0 Overview and Proposal Procedures 4 2.0 Scope of Services 21 3.0 Price Proposal 24 4.0 Proposal Format 25 5.0 Evaluation/Selection Process 27 6.0 Proposed Agreement to be Executed with Awarded Proposer 30 7.0 Attachments 31 Exhibit 1 Cover Page for Proposal Exhibit 2 Affidavit Identifying Authorized Representative(s)for Selection Committee Proceedings (RFP Process) Exhibit 3 Acknowledgment of Amendments Exhibit 4 Local Business Affidavit of Eligibility Exhibit 5 Florida Statutes on Public Entity Crimes Exhibit 6 Vendor Experience Exhibit 7 Anti-Collusion Statement Exhibit 8 Disclosure of Employment of Former School Board Employees Exhibit 9 Proposal Submittal Receipt Form Exhibit 10 Page 2 of 43 DEFINITIONS The following words and expressions used in this solicitation shall be construed as follows, except when it is clear from the context that another meaning is intended: a) "Board Policy" means any and all policies adopted by the School Board and in effect at the time the RFP is published and as they may be amended from time to time ("Board Policy"). All Board Policies are incorporated by reference into this Solicitation and into all Proposals submitted by a Proposer. b) "Chief Procurement Officer" means the individual who serves as the principal public purchasing official for the District. c) "Contractor" means a person, firm, entity or organization who contracts to furnish supplies or perform work at a certain price or rate. d) "Department" means the division within the District that is requesting the services or product throughout this request for proposal. e) "Proposer", "Submitter," "Offerer" or "Respondent" means the person, firm, entity or organization submitting a response to this Solicitation. f) "Selection Committee" means a committee of individual(s)who evaluate and rank proposals; conduct negotiations; and makes a contract award recommendation to the District and its respective Committees. g) "Scope of Services" or"Scope of Work" means the work to be performed by the Proposer or Consultant as described in Section 2.0 of this RFP, as amended thereto. h) "Solicitation" means this Request For Proposals (RFP) or Request For Qualifications (RFQ) or Request For Information (RFI) document, and all associated amendments and attachments. i) "Subcontractor," "Sub-Proposer" or "Sub-consultant" means any person, firm, entity or organization, other than the employees of the Contractor, who contracts with the Contractor to furnish labor, or labor and materials, in connection with the Work or Services to the District, whether directly or indirectly, on behalf of the Proposer. j) "Superintendent", "Superintendent of Schools" means the Secretary and executive officer of the district school board. k) "The School Board of Miami-Dade County, Florida ("School Board")", means the governing body of elected officials comprising the district school board and who review and have the authority to approve or reject any and all recommendations for contract awards. "Miami- Dade County Public Schools", "M-DCPS", `The School Board of Miami-Dade County, Florida" or"District" are interchangeable terms. I) "Work", "Services", "Program", "Project" or "Engagement" means all matters and things that will be required to be done by the Contractor in accordance with the Scope of Services in Section 2.0 and the terms and conditions of this Solicitation. Page 3 of 43 SECTION 1.0 - RFP OVERVIEW AND PROPOSAL PROCEDURES 1.1 INTRODUCTION/BACKGROUND Miami-Dade County Public Schools ("M-DCPS") is the fourth largest school district in the United States, comprised of approximately 392 schools, 345,000 students and over 40,000 employees. Located at the southern end of the Florida peninsula, the school district stretches over 2,000 square miles of diverse and vibrant communities ranging from rural and suburban to urban cities and municipalities. A truly global community, district students speak 56 different languages and represent 160 countries. The Vision, Mission and Core Values of the M-DCPS are as follows: VISION We provide a world class education for every student. MISSION To be the preeminent provider of the highest quality education that empowers all students to be productive lifelong learners and responsible global citizens. CORE VALUES Excellence We pursue the highest standards in academic achievement and organizational performance. Equity We foster an environment that serves all students and aspires to eliminate the achievement gap. Student Focus We singularly focus on meeting our students' needs and supporting them in fulfilling their potential. Innovation We encourage creativity and adaptability to new ideas and methods that will support and improve student learning. Accountability We accept responsibility for our successes and challenges and seek to transparently share our work on an ethical manner, as we strive towards continuous improvement. 1.2 SUMMARY OF MAJOR GOAL, OBJECTIVES AND NEEDS M-DCPS is seeking proposals from qualified attorneys and agencies to provide assistance in Construction, Real Estate, General Liability, and Workers' Compensation areas on an as needed basis for the School Board of Miami-Dade County, Florida. The selected Proposer(s) will be awarded a three (3) year agreement, with two (2) one (1) year options to renew at the District's sole discretion. Page 4 of 43 1.3 RFP TIMETABLE The anticipated schedule for this RFP and contract approval is as follows: RFP available for distribution: Friday, April 20, 2018 Pre-Proposal Conference date, time and place: Wednesday, May 2, 2018 at 10 a.m. EST Miami-Dade County Public Schools School Board Administration Building Procurement Management Services 1450 Northeast 2nd Avenue, Suite 650 Miami, Florida 33132 Deadline for receipt of questions: Wednesday, May 2, 2018 at 5 p.m. EST Emailed to Procurement Staff (See Section 1.4) Deadline for receipt of proposals: Thursday, May 17, 2018 No later than 2 p.m. (local time) (See Section 1.9 for location) Selection Committee Meetings: To Be Determined and Published via Procurement Management Services' website Projected Board Approval of Contract: June 2018 Projected contract start date: July 2018 1.4 CONTACT PERSON The contact person for this RFP is: Name and Title: Charisma Hodge Procurement Analyst Mailing Address: Miami-Dade County Public Schools School Board Administration Building Procurement Management Services 1450 Northeast 2nd Avenue, Suite 650 Miami, Florida 33132 E-mail Address: chodgeAdadeschools.net Telephone: (305) 995-2364 Explanation(s) desired by Proposer(s) regarding the meaning or interpretation of this RFP must be requested from the contact person, in writing, as is further described below. Page 5 of 43 Proposers are advised that from the date of release of this RFP until recommendations for award are published to the School Board or one of its committees, NO verbal contact with District personnel related to this RFP is permitted, except as authorized pursuant to the Cone of Silence provision herein at Section 1.5. Any such unauthorized contact shall not be used as a basis for responding to this RFP and also may result in the disqualification of the Proposer's submittal. 1.5 CONE OF SILENCE As stated within School Board Rule Policy 6325, "Cone of Silence" means a prohibition on any communication regarding a particular Request For Proposals (RFP), bid, or other competitive solicitation between: 1. any person who seeks an award there from, including a potential vendor or vendor's representative; and 2. any School Board member or the member's staff, the Superintendent, Deputy Superintendents and their respective support staff, or any person appointed by the School Board to evaluate or recommend selection in such procurement process. For purpose of this section, "vendor's representative" means an employee, partner, director, or officer of a potential vendor or consultant, lobbyist, or actual or potential subcontractor or sub-consultant of a vendor, or any other individual acting through or on behalf of any person seeking an award. A Cone of Silence shall be applicable to each RFP, bid, or other competitive solicitation during the solicitation and review of bid proposals. At the time of issuance of the solicitation, the Superintendent or the Superintendent's designee shall provide public notice of the Cone of Silence. The Superintendent shall include any advertisement and public solicitation for goods and services in a statement disclosing the requirements of this section. The Cone of Silence shall terminate at the time the Superintendent of Schools submits a written recommendation to award or approve a contract, to reject all bids or responses, or otherwise takes action which ends the solicitation and review process. All provisions of the above- referenced School Board Rule Policy 6325 apply to this solicitation. 1.6 LOBBYING School Board Policy 8150, LOBBYISTS — states, in part, that The School Board of Miami-Dade County, Florida, has determined and declared that the operation of responsible government requires that the fullest opportunity be afforded to the people to petition the School Board and the Miami-Dade County Public Schools District to express freely their opinions on School Board actions and issues; and that to preserve and maintain the integrity of the governmental decision- making process, it is necessary that the identity, expenditures, fees, and activities of certain persons who engage in efforts to influence actions of School Board members and employees either by direct or indirect communication be publicly and regularly disclosed. Lobbyist means any individual, firm, or corporation compensated by or who contracts for economic consideration from any principal person or organization for the purpose of lobbying. Lobbying means any oral or written communication, direct or indirect with the School Board, members of the School Board, School Board Committees, School Board Administrative Page 6 of 43 Assistants, School Board Attorneys, or members of the Miami-Dade County Public Schools administrative staff, for the purpose of influencing any action, non-action or decision, or attempting to obtain the good will of a School Board member or employee of the school district. Pursuant to this rule, lobbyists shallcomplete annually, a Lobbyist Registration Form, and pay the annual registration fee. Furthermore, every person required to register shall list all individuals who may make a presentation when the person appears as a representative for an individual or firm for an oral presentation before a site administrator, or instructional personnel, or certification, evaluation, selection, technical review or similar oral presentation committee. This listing shall include the Clerk's form, the list of presenters, and the indication of fee receipt, prior to the oral presentation. No person shall appear before any employee or committee on behalf of any individual or firm unless he or she has been listed as part of the firm's presentation team or unless he or she is registered with the Clerk's office and has paid all applicable fees. The Board policy may be accessed at: http://www2.dadeschools.net/schoolboard/rules/ 1.7 RFP AVAILABILITY The solicitation package is available through the District's Procurement Management Department. Please email your request to Charisma Hodge, Procurement Analyst, at chodge @dadeschools.net. Proposers or Respondents who obtain copies of this Solicitation from sources other than the District's Procurement Management Department risk the potential of not receiving amendments, since their names will not be included on the list of firms participating in the process for this particular Solicitation. Such Proposers or Respondents are solely responsible for those risks. 1.8 TERM AND RENEWAL The term of the resulting agreement shall be for a period of three (3) years initial term, with two (2) one (1) year options to renew, at the sole discretion of the District. The option to renew will be evidenced in writing as a contract amendment to the resulting agreement, negotiated, executed and signed by the District prior to the expiration date of the resulting agreement or any valid extension thereof. The District, in its sole discretion, may negotiate a different contract term (fixed term and option periods) from the term advertised in this RFP in the best interests of the District. 1.9 PROPOSAL SUBMISSION The entire proposal packets, including all originals and copies, must be submitted in a main sealed envelope or container(box). Proposals must be submitted in the following format: • One (1) unbound original proposal with all attachments and original signatures. • Eight(8) bound copies of the original proposal. • Eight (8) electronic versions on CD or USB Drive in Microsoft Word, Excel or PDF format. All proposals must be submitted on 8 1/2" X 11" paper, neatly typed on one side only, with normal margins and spacing. Proposals must be received by the deadline for receipt of proposal specified in this RFP Timetable. The original and all copies must be submitted in a sealed envelope or container clearly labeled on the outside with the Proposer's name, address, telephone number, the RFP number, RFP title, and Proposal Due Date to: Page 7 of 43 Miami-Dade County Public Schools School Board Administration Building Procurement Management Services Attn: Charisma Hodge 1450 N.E. 2"d Avenue, Suite 650 Miami, FL 33132 Hand-carried proposals may be delivered to the above address ONLY between the hours of 9 a.m. and 4 p.m.; Mondays through Fridays (however, please note that proposals are due at the District on the date and at the time indicated in Section 1.3. Additionally, M-DCPS is closed on holidays observed by the District. Proposers are responsible for informing any commercial delivery service, if used, of all delivery requirements and for ensuring that the required address information appears on the outer wrapper or envelope used by such service. Proposal response submission to the Procurement Management Services on or before the stated time and date will be solely and strictly the Proposer's responsibility. M-DCPS will not in any way be responsible for delays caused by the United States mail delivery system or by any other occurrence. Proposals must be signed by an authorized officer of the Proposer who is legally authorized to enter into a contractual relationship in the name of the Proposer. The submittal of a proposal by a Proposer will be considered by the District as constituting an offer by the Proposer to perform the required services at the stated prices. 1.10 PRE-PROPOSAL CONFERENCE A pre-proposal conference has been scheduled for the date, time, and place specified in this RFP Timetable (see Section 1.3). Attendance is highly recommended but not mandatory. Please note, bidders may ask questions, however, all questions MUST be submitted in writing by the due date stated in Section 1.3. 1.11 ADDITIONAL INFORMATION /AMENDMENT Requests for additional information or clarifications must be made in writing and received by the Buyer for this RFP, in accordance with Section 1.4 above, no later than the deadline for receipt of questions specified in the RFP Timetable (see Section 1.3). The request must contain the RFP number and title, Proposer's name, name of Proposer's contact person, address, phone number, email and facsimile number. Email requests for additional information will be received by the Buyer at the email address specified in Section 1.4 above. Emails should have at a minimum, the Proposer's name, name of Proposer's contact person, address, phone number, facsimile number, and RFP number and title. A copy of any written communication or email must be sent to the Executive Assistant to the Clerk of the School Board as fully described at Section 1.25 below. The District will issue responses to inquiries and any other corrections or changes it deems necessary by way of written solicitation amendments issued prior to the Proposal Due Date. Proposers should not rely on any representations, statements or explanations other than those Page 8 of 43 made in this RFP or in any written amendments to this RFP. Where there appears to be conflict between the RFP and any amendments, the last amendment issued shall prevail. It is the Proposer's responsibility to assure receipt of all amendments. The Proposer should verify with the designated Buyer prior to submitting a proposal that all amendments have been received. Proposers are required to acknowledge the number of amendments received as part of their proposals (see attached Exhibit 3). Proposers who obtain copies of this RFP from sources other than the District's Department of Procurement Services risk the potential of not receiving amendments since their names will not have been included on the Proposer List for this particular RFP. Such Proposers are solely responsible for those risks. 1.12 PROPOSAL GUARANTEE DEPOSIT No Proposal Guarantee Deposit will be required for this RFP. 1.13 PERFORMANCE OR PAYMENT BONDS No Performance or Payment Bonds will be required for this RFP. 1.14 SMALL BUSINESS ENTERPRISE PROGRAM The School Board of Miami-Dade County, Florida, has a strong commitment to small, micro, veteran and minority/women participation, as part of all related procurement processes and continues to reflect such commitment. The School Board has an active Small/Micro, Veteran and Minority/Women Certification Program, to increase contracting opportunities for local businesses. Pursuant to School Board Policy 6320.02, the Board may apply scoring incentives and/or other incentives for firms responding to this RFP. The Office of Economic Opportunity (OEO) must certify all small, micro, veteran and minority/women firms, prior to contract award. The application may be accessed through the following link: https://miamidadeschools.diversitycompliance.com/FrontEnd/StartCertification.asp?TN=mia midadeschools&XI D=8687 In Exhibit 10 of this solicitation, the sample certification documents have been included for your firm's review and completion. All small, micro, veteran and minority/women certifications must be completed online using the following link: http://oeo.dadeschools.net/certification.asp Furthermore, Vendors certified as a small, micro, veteran and/or minority/women with any entity or agency other than The School Board of Miami-Dade County, Florida, may not be acceptable. Proposers with certifications from other entities or agencies must contact the OEO for additional information. A current list of certified small, micro, veteran and minority/women firms can be found online at: https://miamidadeschools.diversitycompliance.com/FrontEnd/SearchCertifiedDirectory.asp?http s://miamidadeschools.diversitycompliance.com/FrontEnd/SearchCertifiedDirectory.asp?TN=mia midadeschools&XID=9602 Page 9 of 43 For more information on getting certified, please contact the Office of Economic Opportunity at (305) 995-1307. 1.15 LOCAL PREFERENCE The School Board of Miami-Dade County, Florida, adopted School Board Policy 6320.05, which gives local preference to businesses located in Miami-Dade County, Florida, when evaluating the lowest responsible, responsive bid or submittal for the purchase of goods and services, professional and construction-related services, in excess of $50,000 or the current formal bidding threshold set by Statute. The preference does not apply to goods or services exempted by statute as reflected in Policy 6320, or prohibited by Federal or State law, or other funding source restrictions. Definition: Local business means the vendor has a valid business license, issued by a jurisdiction located in Miami-Dade County, with its headquarters, manufacturing facility, or locally-owned franchise located within the legal boundaries of Miami-Dade County, for at least twelve (12) months (or having a street address for at least twenty-four (24) months), prior to the bid or proposal opening date. Post office boxes are not verifiable and shall not be used for the purpose of establishing said physical address. In order to be considered for local preference, vendors must provide a copy of their business license and the local business affidavit of eligibility with their bid or proposal. A vendor who misrepresents the local preference status of its firm in a proposal or bid submitted to the School Board will lose the privilege to claim local preference status, and shall lose eligibility to claim local preference status for a period of one (1) year. The Superintendent may also recommend that the firm be referred for debarment in accordance with Policy 6320.04. PROCESS: Request For Proposals: If following the completion of initial evaluations, a local firm has submitted a proposal and is competing with a non-local proposer(s), then the local vendor(s) shall have the opportunity to proceed to be considered for further evaluation provided the price is within five percent (5%) of the cost proposed by the non-local vendor, all other technical requirements being equal. In the case of a tie in the best and final proposal between a local business, the tie shall be broken as delineated in Policy 6320. Proposers claiming local vendor preference must submit a Local Business Affidavit of Eligibility(Exhibit 4) and a copy of its business license with its response. The Board policy may be accessed at: http://www2.dadeschools.net/schoolboard/rules/ 1.16 INCOMPLETE OR MISSING DOCUMENTS FOR THIS SOLICITIATION All proposals received in response to this RFP, will be sealed for a period of 20 days, pursuant to Florida Statute 119.07, to allow for the request and receipt of any missing documents. Page 10 of 43 Respondents who do not meet all the requirements for the RFP may be contacted to submit the missing information within 2 business days. If the District requests missing documentation and does not receive the documents within the stated deadline, incomplete or noncompliant proposals may be disqualified. 1.17 LATE PROPOSALS, LATE MODIFICATIONS AND LATE WITHDRAWALS No late proposal, bid, modification, or late withdrawal will be considered. Each bidder MUST submit Exhibit 9, Bid Receipt Form, which provides documentation of the submittal date and time. 1.18 RFP POSTPONEMENT/CANCELLATION The District may, at its sole and absolute discretion, reject any and all, or parts of any and all proposals; re-advertise this RFP; postpone or cancel, at any time, this RFP process; or waive any irregularities in this RFP or in the proposals received as a result of this RFP. When a solicitation is canceled, notice of cancelation shall be posted on the District's website and sent to all proposers solicited. 1.19 COSTS INCURRED BY PROPOSERS All expenses involved with the preparation and submission of proposals to the District, or any work performed in connection therewith, shall be borne by the Proposer(s). No payment will be made for any responses received, or for any other effort required of or submitted by the Proposer prior to commencement of work as defined by a contract executed by M-DCPS. 1.20 COMPLIANCE WITH LAWS, ORDINANCES, CODES AND RULES/REGULATIONS Proposers shall certify their ongoing compliance with the School Board Policies. Furthermore, Proposers must be familiar with and must be in compliance with all Federal, State and local laws, ordinances, codes, resolutions and implementing rules and regulations that may in any way affect the products or services offered. In the event of a conflict between this RFP and these legal requirements, the legal requirements shall prevail. (a) Proposer must complete, sign as required and submit the following documents at the time of RFP submission due date. Also see Section 4.1. Exhibit 1 Cover Page for Proposal Exhibit 2 Affidavit Identifying Authorized Representative(s)for Selection Committee Proceedings (RFP Process) Exhibit 3 Acknowledgment of Amendments Exhibit 4 Local Business Affidavit of Eligibility Exhibit 5 Florida Statutes on Public Entity Crimes Exhibit 6 Vendor Experience Exhibit 7 Anti-Collusion Statement Exhibit 8 Disclosure of employment of Former School Board Employees Exhibit 9 Proposal Submittal Receipt Form Page 11 of 43 By completing and submitting said documents, the Proposer affirms continued compliance with the provisions of the District and School Board policies and procedures, as may be amended. 1.21 AFFIDAVIT IDENTIFYING AUTHORIZED REPRESENTATIVE(S) Proposers are advised that the attached Affidavit of Identifying Authorized Representative for Selection Committee Proceedings (RFP Process) (see Section 7 Exhibit 2) must be completed, notarized and included with the proposal submission. Any person who appears as a representative for an individual or firm for oral presentations before a M-DCPS selection or similar committee must be listed on this Affidavit. Persons listed on the affidavit are not required to pay any lobbying registration fees. Additional authorized representatives for Oral Presentations including negotiations under this RFP process shall be recognized upon submission, prior to oral presentation, to the M-DCPS Buyer of another fully executed affidavit (Exhibit 2). Any person not listed on the affidavit shall be excluded from participation in oral presentations, unless he or she is registered with the Clerk of the Board and has paid all applicable fees as a registered lobbyist. NOTE:Other than for oral presentations under this RFP process, Proposers who wish to address any M-DCPS School Board member or an M-DCPS committee or subcommittee concerning any actions, decisions or recommendations of M-DCPS personnel must register with the Clerk of the School Board and pay all applicable fees as a registered lobbyist under School Board Policy 8150. 1.22 FLORIDA STATUTES ON PUBLIC ENTITY CRIMES Pursuant to Paragraph 2(a) of Section 287.133, Florida Statutes, a person or affiliate who has been placed on the convicted ProposerNendor list following a conviction for a public entity crime may not submit a proposal for a contract to provide any goods or services to a public entity; may not submit a proposal on a contract with a public entity for the construction or repair of a public building or public work; may not submit proposals on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and, may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 for CATEGORY TWO ($35,000) for a period of thirty-six (36) months from the date of being placed on the convicted Proposer list. Attached is a Public Entity Crime Disclosure Affidavit (Exhibit 5) that must be completed and notarized prior to award unless an Affidavit of Continued Compliance is applicable and is appropriately executed. 1.23 PROPRIETARY/ CONFIDENTIAL INFORMATION Proposers are hereby notified that all information submitted as part of, or in support of, proposals would be available for public inspection after opening of proposals, in compliance with Chapter 119, Florida Statutes, popularly known as the "Public Record Law." The Proposer shall not submit any information in response to this solicitation, which the Proposer considers to be a trade secret, proprietary or confidential. The submission of any information to the District in connection with this solicitation shall be deemed conclusively to be a waiver of any trade secret or other protection, which would otherwise be available to Proposer. In the event that the Proposer submits information to Page 12 of 43 the District in violation of this restriction, either inadvertently or intentionally, and clearly identifies that information in the proposal as protected or confidential, the District shall endeavor to redact and return that information to the Proposer as quickly as possible, and if appropriate, evaluate the balance of the proposal. The redaction or return of information pursuant to this clause may render a proposal not eligible for consideration. Alternatively, the Proposer may choose in writing to waive any claim to confidentiality promptly upon written notice from the District. 1.24 EVALUATION/SELECTION PROCESS Please see Section 5.0 of this document for the Evaluation/Selection process that shall govern this RFP. 1.25 PROTEST TO CONTRACT SOLICITATION OR AWARD The Board shall provide notice of a decision or intended decision concerning a solicitation, contract award, or exceptional purchase by electronic posting which can be accessed at the District's website www.dadeschools.net Any person who is adversely affected by the agency decision or intended decision, shall file with the agency a notice of protest in writing within 72 hours after the posting of the notice of decision or intended decision. With respect to a protest of the terms, conditions, and specifications contained in a solicitation, including any provisions governing the methods of ranking proposals or replies, awarding contracts, reserving rights of further negotiation or modifying or amending any contract, the notice of protest shall be filed in writing within 72 hours after the posting of the solicitation. The formal written protest shall be filed within 10 days after the date of the notice of protest is filed. The formal written protest shall state with particularity the facts and law upon which the protest is based. Saturdays, Sundays, and state holidays shall be excluded in the computation of the 72-hour time periods established herein. The protesting party shall be required to post a bond consistent with F.A.C. Rule 28-110.005(2), and Board Policy 6320. Failure to file a protest within the time prescribed in Section 120.57(3), Florida Statutes, or failure to post the bond or other security required by law within the time allowed for filing bond shall constitute a waiver of proceedings under Chapter 120, Florida Statutes. Formal written protests will be reviewed by Procurement Management Services who will offer the protesting proposer the opportunity to meet and discuss the merits of the protest. If the protest is not resolved, the Proposer may seek an administrative hearing pursuant to 120.57 Florida Statutes. Petitions for hearings on protests pursuant to 120.57 Florida Statutes must be filed in accordance with School Board Policies 6320 and 0133. The "Notice of and/or formal written Protest" shall be filed with: The Office of the School Board Clerk Miami-Dade County Public Schools 1450 Northeast Second Avenue, Room 268B Miami, Florida 33132 Fax: (305) 995-1448 E-Mail: Dllopizdadeschools.net and Celia Rubio(c�dadeschools.net Page 13 of 43 1.26 NOTICE OF AWARDS The Board reserves the right to reject any and all proposals, to waive irregularities or technicalities, and to request re-bids. The Board reserves the right to utilize other governmental contracts, if in the best interest of the Board. Notices will be posted on the District's website no later than the Friday preceding a regularly scheduled Board meeting. Awards become official upon the Board's formal approval of the award. 1.27 DEFAULT In the event of default, which may include, but is not limited to non-performance and/or poor performance, the Proposer shall lose eligibility to transact new business with the Board for a period of 14 months from date of termination of award by the Board. Proposers that are determined ineligible may request a hearing pursuant to §120.569, Fla. Statute, and School Board Policy 6320. The School Board reserves the right to reject any and all bids from a Vendor who is currently debarred or in default of any bid, purchase order or contract with the School Board or any other private or governmental entity, pursuant to School Board Policy 6320. 1.28 COMPLIANCE WITH STATE/FEDERAL REGULATIONS All contracts involving federal funds will contain certain provisions required by applicable sections of CFR 34, Part 80.36(1) and Part 85.510, Florida Statute 257.36, or Florida Administrative Code Chapter 1B. The vendor certifies by signing the proposal that the vendor and his/her principals are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in federally funded transactions and may, in certain instances, be required to provide a separate written certification to this effect. During the term of any contract with the Board, in the event of debarment, suspension, proposed debarment, declared ineligible or voluntarily excluded from participation in federally funded transactions, the vendor shall immediately notify Procurement Management Services, in writing. Vendors will also be required to provide access to records, which are directly pertinent to the contract and retain all required records for three years after the Board makes final payment. For all contracts involving Federal funds in excess of $10,000, the Board reserves the right to terminate the contract for cause, as well as for convenience, by issuing a certified notice to the vendor. CERTIFY REGISTRATION AND USE OF EMPLOYMENT STATUS VERIFICATION SYSTEM. The Status Verification System, also referred to as "E-verify," only applies to construction and professional services contracts using federal funds. Each Offeror and each duly authorized person signing on behalf of any Offeror certifies as to its own entity, under penalty of perjury, that the named Offeror has registered and is participating in the Status Verification System to verify the work eligibility status of the contractor's new employees who are employed in the State of Florida in accordance with Executive Order 13465 Page 14 of 43 The contractor shall require that the following provision be placed in each subcontract at every tier. "The subcontractor shall certify to the main (prime or general) contractor by affidavit that the subcontractor has verified through the Status Verification System the employment status of each new employee in the respective subcontractor, all in accordance with and to comply with all applicable employee verification laws. Such affidavit must be provided prior to the notice to proceed for the subcontractor to perform the work." The Board will not consider a proposal for award, nor will it make any award where there has not been compliance with this Section. Manually or electronically signing the Proposal is deemed the Contractor's certification of compliance with all provisions of this employment status verification certification required by all applicable status verification laws. 1.29 BACKGROUND SCREENING REQUIREMENTS In accordance with the requirements of Sections, 1012.465, 1012.32, and 1012.467,FIorida Statutes, School Board Policies 6320 and 8475, as amended from time to time Proposer agrees that, if Proposer receives remuneration for services, Proposer and all of its employees who provide or may provide services under this Agreement will complete criminal history checks, and all background screening requirements, including level 2 screening requirements as outlined in the above-referenced Statutes and School Board policies prior to providing services to The School Board of Miami-Dade County, Florida. Additionally, Proposer agrees that each of its employees, representatives, agents. subcontractors or suppliers who are permitted access on school grounds when students are present, who have direct contact with students or who have access to or control of school funds must meet level 2 screening requirements as described in the above-referenced Statutes and School Board policies. Pursuant to the 2007 amendments to the JLA enacted by the Florida Legislature, requirements for certain fingerprinting and criminal history checks shall be inapplicable to non-instructional contracted personnel who qualify for exemption from level 2 screening requirements as provided under § 1012.468, Fla.Stat. (2007). In addition, the provisions of § 1012.467, Fla.Stat. (2007) are incorporated herein by reference, and any provisions of this Addendum that may be inconsistent with, contrary to, or determined to be in conflict with § 1012.467, will be superseded by said Statute. A non-instructional contractor who is exempt from the screening requirements set forth in §1012.465, § 1012.468 or § 1012.467, Florida Statutes, is subject to a search of his or her name or other identifying information against the registration information regarding sexual predators and sexual offenders maintained by the Department of Law Enforcement under § 943.043 and the national sex offender public registry maintained by the United States Department of Justice. Proposer will not be charged for this search. Further, upon obtaining clearance by Board, if Board deems necessary, Board will issue a photo identification badge which shall be worn by the individual at all times while on Board property when students are present. Proposer agrees to bear any and all costs associated with acquiring the required background screening - including any costs associated with fingerprinting and obtaining the required photo identification badge. Proposer agrees to require all its affected employees to sign a statement, as a condition of employment with Proposer in relation to performance under this Agreement, Page 15 of 43 agreeing that the employee will abide by the heretofore described background screening requirements, and also agreeing that the employee will notify the Proposer/Employer of any arrest(s) or conviction(s) of any offense enumerated in School Board Policies 6320 and 8475 within 48 hours of its occurrence. Proposer agrees to provide the Board with a list of all of its employees who have completed background screening as required by the above-referenced statutes and who meet the statutory requirements contained therein. Proposer agrees that it has an ongoing duty to maintain and update these lists as new employees are hired and in the event that any previously screened employee fails to meet the statutory standards. Proposer further agrees to notify the Board immediately upon becoming aware that one of its employees who was previously certified as completing the background check and meeting the statutory standards is subsequently arrested or convicted of any disqualifying offense. Failure by Proposer to notify the Board of such arrest or conviction within 48 hours of being put on notice and within 5 business days of the occurrence of qualifying arrest or conviction, shall constitute grounds for immediate termination of this Agreement by the Board. The parties further agree that failure by Proposer to perform any of the duties described in this section shall constitute a material breach of the Agreement entitling the Board to terminate this Agreement immediately with no further responsibility to make payment or perform any other duties under this Agreement. 1.30 COMPLIANCE WITH SCHOOL CODE Proposer agrees to comply with all sections of the Florida K-20 Education Code, Title XLVIII Florida Statutes as it presently exists, and further as it may be amended from time to time. Further Proposer agrees that failure to comply with the Florida K-20 Education Code shall constitute a material breach of this Agreement and may result in the termination of this Agreement by the Board. 1.31 CONFLICT OF INTEREST Former Miami-Dade County Public Schools employees, classified as Managerial Exempt Personnel, Pay Grade 22 and above, Dade County School Administrators Association, Pay Grade 47 and above, and other equivalent positions, are prohibited from personally representing another person or entity or acting as an agent or attorney for compensation in connection with any matter in which The School Board of Miami-Dade County, Florida, is interested, for two years after the School Board employees' service terminates. This provision is pursuant to School Board Policies 1129, 3129, 4129 and Florida Statute § 112.313(9). The School Board of Miami-Dade County, Florida, shall be prohibited from entering into any business relationship or continue an existing business relationship with any person or entity determined to have engaged in violation of the restriction contained in this provision. 1.32 PUBLIC RECORDS LAW Contractor understands the broad nature of these laws and agrees to comply with Florida's Public Records Laws and laws relating to records retention. The Contractor shall keep and maintain public records required by the School Board to perform the service. The Contractor shall keep records to show its compliance with program requirements. Contractors and subcontractors must make available, upon request of the School Board, a Federal grantor agency, the Comptroller General of the United States, or any of their duly authorized Page 16 of 43 representatives, any books, documents, papers, and records of the Contractor which are directly pertinent to this specific Agreement for the purpose of making audit, examination, excerpts, and transcriptions. Upon request from the School Board's custodian of public records, provide the School Board 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 in this chapter or as otherwise provided by law. Contractor 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 Contractor does not transfer the records to the public agency. The Contractor shall retain all records for five (5) years after final payment is made or received and all pending matters are completed pursuant to Title 34, Sections 80.36(b)(1). Exempt or confidential information should not be disclosed unless authorized by law. Upon completion of the contract, transfer, at no cost, to the School Board all public records in possession of the Contractor or keep and maintain public records required by the School Board to perform the service. If the Contractor transfers all public records to the School Board upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the School Board, upon request from the School Board's custodian of public records, in a format that is compatible with the information technology systems of the School Board. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE PROVIDER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 305-995-1128, prr c dadeschools.net, and 1450 NE 2 Avenue, Miami, Florida 33132. 1.33 ASSIGNMENT This Contract may not be assigned nor may any assignment of monies due, or to become due to proposer, be assigned without the prior written agreement of Miami-Dade County Public Schools. If proposer attempts to make such an assignment, such attempt shall constitute a condition of default. 1.34 TERMINATION FOR CONVENIENCE The School Board may terminate the Agreement at any time without cause upon a minimum thirty (30) days' notice to Proposer, in which case the following provisions shall apply: (A) The notice may be effective as of a date certain or may apply only after the delivery of certain enumerated deliverables; (B)The School Board shall pay to Proposer upon receipt of an invoice from Proposer otherwise complying with the Agreement, for any services in respect of a deliverable not yet delivered which have actually been performed by Proposer, pro-rated on a percentage completion basis based on Proposer's reconciliation of labor actually expended compared to labor originally estimated by Proposer in constructing its proposal. 1.35 DEBARMENT Page 17 of 43 Pursuant to Board Policy 6320, Contractor Debarment Procedures — Debarred contractors are excluded from conducting business with the Board as agents, representatives, partners, and associates of other contractors, subcontractors or individual sureties. 1.36 PURCHASES BY OTHER PUBLIC AGENCIES With the consent and agreement of the successful Proposers(s), purchases may be made under this proposal by Miami-Dade County, Florida, and other governmental agencies or political subdivisions within the State of Florida. Such purchases shall be governed by the same terms and conditions stated herein. This agreement in no way restricts or interferes with the right of any State of Florida Agency or political subdivision to rebid any or all of these items. 1.37 NO GRATIUTY POLICY It is the policy of Procurement Management Services not to accept gifts, gratuities, or favors of any kind or of any value whatsoever from vendors, members of their staffs, or families. 1.38 DAVIS-BACON ACT LABOR STANDARDS This project may be funded in whole or in part under the provisions of the American Recovery and Reinvestment Act of 2009. Therefore, the Proposer shall comply with all applicable provisions of 40 U.S.C. §276a-§276a-7, the Davis-Bacon Act, as supplemented by the Department of Labor regulations (29 C.F.R., PART 5 "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction). 1.39 INDEMNIFICATION To the fullest extent permitted by law, Proposer shall indemnify and hold harmless the Board, and its employees ("Indemnitees") from and against all claims, liabilities, damages, losses, and costs including, but not limited to, reasonable costs and attorneys' fees at the pre-trial, trial and appellate levels, arising out of, resulting from or incidental to Proposer's performance under this Contract or to the extent caused by negligence, recklessness, or intentional wrongful conduct of Proposer or other persons employed or utilized by Proposer's performance of this Contract. The remedy provided to the Indemnitees by this indemnification shall be in addition to and not in lieu of any other remedy available under the Contract or otherwise. This indemnification obligation shall not be diminished or limited in any way to any insurance maintained pursuant to the Contract otherwise available to Proposer. The remedy provided to the Indemnitees by this indemnification shall survive this Contract. The provisions of this Section shall specifically survive the termination of this Contract. The provisions of this Section are intended to require Proposer to furnish the greatest amount of indemnification allowed under Florida law. To the extent any indemnification requirement contained in this Contract is deemed to be in violation of any law, that provision shall be deemed modified so that Proposer shall be required to furnish the greatest level of indemnification to the Indemnitees as was intended by the parties hereto. 1.40 DUTY TO DEFEND Proposer agrees, at its own expense, and upon written request by the Board, to defend any suit, action or demand brought against the Board on any claim or demand arising out of, resulting from or incidental to Proposer's performance under this Contract. Page 18 of 43 1.41 INSURANCE REQUIREMENTS Legal Counsel shall provide evidence of the required coverage within thirty (30) days of the date of request by the Office of Risk and Benefits Management but, in any respect, the policy shall reflect coverage at least thirty (30) days prior to the commencement of the term of this agreement. Legal Counsel shall be responsible for providing the School Board with certificates of insurance which indicate that insurance coverage has been obtained and meets the requirements as outlined below: Professional Liability The Professional Liability (i.e., malpractice) Insurance provided by the individual/firm shall conform to the following requirements: A. The individual firm's Professional Liability insurance shall be on a form acceptable to the Board and shall cover those sources of liability typically insured by Professional Liability Insurance, arising out of or the rendering or failure to render professional services in the performance of this agreement, including all provisions of indemnification which is part of this agreement. B. If on a claims-made basis, the individual/firm shall maintain without interruption, the Professional Liability Insurance until three (3) years after this agreement. C. The minimum limits to be maintained by the individual/firm (inclusive of any amounts provided by an umbrella or excess policy) shall be dependent on the practice area. General Liability (Professional, Personal, And Automobile Injury Liability) and Workers' Compensation shall be $1 million per claim/annual aggregate. Construction (Litigation, Claims, General) and Real Estate (Land Use, Eminent Domain) shall be $3 million per claim/annual aggregate. Workers' Compensation Insurance Workers' Compensation Insurance for all employees of the proposer as required pursuant to the provisions of Section 440, Florida Statutes. Commercial General Insurance Commercial General Insurance on a comprehensive basis in an amount not less than $500,000 combined single limit per occurrence. The School Board of Miami-Dade County, Florida, its employees and agents must be listed as an additional insured on the policy. 1.42 TYPE OF BUSINESS ORGANIZATION AND AUTHORITY OF SIGNATORY If a Proposal is submitted by a corporation, provide documentation that the corporation is active and authorized to do business in the State of Florida, and that its corporate status shall remain active and unchanged at the time of award of the contract. As to other types of business organizations, please provide any and all documentation relating thereto, including without Page 19 of 43 limitation, verification that the party signing this Proposal is fully authorized and empowered to do so on behalf of the Proposer. In addition, set forth names (s) and titles of any and all parties who are authorized to contract on behalf of the Proposer. 1.43 CANCELLATION OF BIDS OR REQUESTS FOR PROPOSALS A Bid or RFP may be canceled, in whole or in part, as may be specified in the solicitation, when it is in the best interest of the Board. When a solicitation is canceled prior to opening, a notice of the cancellation shall be posted on the District's website. Any Bids or proposals received for the canceled solicitation shall be returned to the vendor unopened. 1.44 CHARTER SCHOOLS Items or Services awarded under this contract shall be made available to Charter Schools approved by the School Board of Miami-Dade County Public Schools. M-DCPS is not responsible or liable for purchases that may be made by Charter Schools. 1.45 EQUAL EMPLOYMENT OPPORTUNITY AND M/WBE PARTICIPATION It is the policy of the School Board that no person will be denied access, employment, training, or promotion on the basis of gender, race, color, religion, ethnic or national origin, political beliefs, marital status, age, sexual orientation, social and family background, linguistic preference or disability, and that merit principles will be followed. Furthermore, all vendors must review, acknowledge, and comply with Board Policy 6465 Commercial Anti-Discrimination, Diversity , and Inclusion. The Contractor shall make every attempt to include the participation of M-DCPS Certified Small/Micro and/or Minority/Women- Owned Business Enterprises under the terms of this contract, as stated in Section 1.14 of this RFP. 1.46 POTENTIAL INTERNSHIP OPPORTUNITIES FOR M-DCPS STUDENTS WITH AWARDED VENDORS The District has several initiatives to prepare and increase student participation in appropriate internship opportunities. The District's Office of Community Engagement facilitates the student internship program where organizations may participate as Business Mentors. For more information about how to be an internship provider, please visit http://www.engagemiamidade.net/#!community-internships/c7pc or email us at internships(a�dadeschools.net. As an awarded vendor, District staff may contact your organization regarding current and upcoming Business Mentor opportunities for M-DCPS students and seek your organization's participation, if eligible. Page 20 of 43 SECTION 2.0—SCOPE OF SERVICES This section identifies the levels of performance that are desired by the District. Proposers are instructed to indicate a response to ALL service requirements and specifications contained in this Section in the order listed using the same numbering system. The inability or denial expressed in a proposal, or omission in the proposal, to offer to comply/conform with the technical requirements of this Section of the Request for Proposal (RFP) may result in deductions in the allocation of points by the Selection Committee. 2.1 GENERAL INFORMATION The School Board of Miami-Dade County, Florida, (the Board) is seeking to retain attorneys/law firms whose attorneys are licensed to practice in the State of Florida, unless not required to render the requested legal services, to provide assistance from time to time to the Board in the areas specified below. Proposers must indicate the areas of expertise you are applying for on Attachment B. 2.2 SCOPE OF SERVICES 2.2.1 Required Services/ Practice Areas M-DCPS will be utilizing a Litigation Management Program for legal bill review and data analytics, supplementing M-DCPS' continued litigation management efforts. Law firm participation will be required and there will be a 2% processing fee assessed against the law firm's net legal fees in support of the program. The following benefits are provided to law firms as part of their participation: • Online access to all budgets and invoices, including associated status • Streamlined invoice adjust/appeal process that fosters collaboration between attorneys, adjusters and bill reviewers • Improved cash flow through timely processing of invoices and payments The specific areas of the law for which the Board seeks assistance is as follows: A. Construction (Litigation, Claims, General): The construction attorneys shall provide legal support in cases involving contractors, architects, engineers, and other building professionals, or entities. Litigation and claim defense may include, but not limited to, surety bond on enforcement matters that may arise in connection with construction defects, errors and omissions, default, and termination, or any other claims related to, or arising out of the construction development process. Legal services may be compensated at either hourly rates or an alternate fee arrangement (for example flat fee, blended rates etc). The proposal should indicate hourly rates for all professional staff. Legal services will be compensated at an hourly rate of $295 for partners, and $75 for paralegals. The proposal may also include proposed alternate fee arrangements that may Page 21 of 43 provide additional cost savings to the District. B. Real Estate (Land Use, Eminent Domain): Special counsel will represent the School Board in matters including, but not limited to, land use litigation and eminent domain including, but not limited to, litigation. Legal services may be compensated at either hourly rates or an alternate fee arrangement (for example flat fee, blended rates etc). The proposal should indicate hourly rates for all professional staff. Legal services will be compensated at an hourly rate of $395 for partners and $75 for paralegals. The proposal may also include proposed alternate fee arrangements that may provide additional cost savings to the District. C. General Liability (Professional, Personal, and Automobile Injury Liability): Counsel will represent the School Board in legal matters including but not limited to defense of lawsuits involving bodily injury and/or property damage, including all forms of personal injury and tort litigation brought against the School Board, its employees and agents. The types of cases may also involve insurance coverage issues, Section 1983 claims, sovereign immunity, bad faith subrogation and related matters where School Board may be the plaintiff or the defendant. Legal services may be compensated at either hourly rates or an alternate fee arrangement (for example flat fee, blended rates etc). The proposal should indicate hourly rates for all professional staff. Legal services will be compensated at an hourly rate of $140 for partners, $125 for associates, $75 for paralegals, $180 per hour for complex general liability litigation for partners, and $250 per hour for complex commercial litigation for partners. The proposal may also include proposed alternate fee arrangements that may provide additional cost savings to the District. D. Workers' Compensation: Counsel will represent the School Board, in defense of workers' compensation cases which become litigated, pursuant to the provision of Chapter 440, Florida Statutes. Legal services may be compensated at either hourly rates or an alternate fee arrangement (for example flat fee, blended rates etc). The proposal should indicate hourly rates for all professional staff. Legal services will be compensated at an hourly rate of $125 for partners and $75 for paralegals and $150 per hour for complex workers compensation cases. The proposal may also include proposed alternate fee arrangements that may provide additional cost savings to the District. 2.3 REQUIRED INFORMATION TO BE SUBMITTED BY THE PROPOSER In no more than fifteen (15) pages, the Proposer must include the following information within the submitted proposal: REQUIREMENT YES NO a) Provide a Local Business Tax Receipt. Any person, firm, corporation or joint venture, with a business location in Miami-Dade County, Florida, which is submitting a bid, shall meet the County's Local Business Tax Receipt requirements in accordance with Miami-Dade County, Florida, code. Bidders with a location outside Miami-Dade County shall meet their Page 22 of 43 local Occupational Tax requirements. A copy of the license must be submitted. Non-compliance with this condition may cause the bidder not to be considered for award. b) Copy of current registration with the Florida Department of State, Division of Corporation to conduct business in the State of Florida. c) Provide documentation and certification of participation in a program to ensure a drug and alcohol-free workplace. d) Please submit written confirmation that your company has the ability to transmit and receive purchase orders/data electronically, via a computerized system, e.g. (An ERP system) e) Valid e-mail address for SAP system communications (i.e. PO's) f) The proposal submitted must clearly indicate the name of the responding proposer, as well as the name, address, and telephone number of the primary contact at proposer's organization, as requested in Exhibit 1 of this RFP. g) Identify the practice areas which your firm can provide legal services via a description in narrative form, which covers the practice areas noted in Section 2.2.1. Page 23 of 43 SECTION 3.0 - PRICE PROPOSAL [Signature is required at the end of this Section 3.0] Proposer must complete this section in its entirety, and may supplement this section with additional pages as to provide the District with a more detailed breakdown, backup and/or options of related cost associated with the services being solicited in this RFP. Provide itemized Budget Expenditure Worksheet, which captures requirements in Section 2.0, Scope of Services. 3.1 PRICE PROPOSAL Proposer shall offer all of the elements of this RFP and meeting all service requirements and specifications listed within Section 2.0 - Scope of Services, including but not limited to all services, materials, training, maintenance and fees. The information in this RFP is to be utilized solely for preparing the proposal response to this RFP and does not constitute a commitment by the District to procure any product in any volume. Proposer/Firm Name Area of Expertise Cost For this Section 3.2 - Price Proposal: Signature of Proposer's Authorized Representative Title Printed Name: Date: Page 24 of 43 SECTION 4.0 - PROPOSAL SUBMISSION AND FORMAT This Section identifies the format to be followed in assembling a response. Proposers must carefully follow the format and instructions outlined below, creating a tabbed section in the response for each of the sections in 4.1 below. Proposers are instructed to indicate a response to ALL requirements and specifications contained in this Section in the order listed using the same numbering system. Proposal responses must contain each of the enumerated documents below, each fully completed, signed, and notarized as required. Proposals that do not include the required documents may be deemed ineligible and may not be considered for contract award. All materials (except for plans and schematics, if any) are to be submitted on 8W X 11" paper, neatly typed on one side only, with normal margins, spacing and quantities as outlined in Section 1.9 of this RFP. The inability or denial expressed in a proposal, or omission in the proposal, to offer to comply/conform with the technical requirements of this Section of the RFP may result in deductions in the allocation of points by the Selection Committee. CONTENTS OF PROPOSAL All proposals must contain the following tabs/sections: 1) Cover Page Exhibit 1 found in Section 7 is to be used as the cover page for the Proposal. This form must be fully completed and signed by an authorized officer of the Proposer submitting the proposal. 2) Table of Contents The Table of Contents should outline in sequential order the major areas of the proposal. All pages of the proposal, including the enclosures, must be clearly and consecutively numbered and correspond to the Table of Contents. 3) Executive Summary Provide a brief summary of no more than two (2) pages describing the basic services offered, experience and qualifications of the Proposer, staff and any other relevant information. 4) Technical Qualifications (Possible 40 Points) Provide a response to all of the items listed in Section 2.0 of this RFP. If the Proposer is unable to provide a particular service, the Proposer is required to suggest an appropriate alternative in their response to that item. The Proposer must respond to at least one practice area in the order listed in Section 2.0 of this RFP using the same numbering system. The inability or denial expressed in a proposal, or omission in the proposal, to offer solutions or an explanation to the requirements of this section may Page 25 of 43 result in deductions of the allocation of points by Selection Committee members under the weighted evaluation criteria. 5) Qualifications of the Proposer including Corporate Past Performance & Key Personnel (Possible 20 Points) Provide a response regarding the Proposer's qualifications, including but not limited to the following: full name, address and brief description of Proposer's organization. Also, provide a description of the organization's qualifications to provide the scope of services requested in this RFP, whereby resumes of Key personnel should be included within the Proposal. Lastly, please provide three (3) references whereby your company has successfully provided services requested within this RFP. 6) Price Proposal (See Section 5.2; Possible 30 Points) The Price Proposal, as outlined within Section 3.0, shall be submitted per the directions in that section. Be sure to include your signature as it appears on Section 3.0. 7) Small Business Enterprise/MBE participation (Possible 10 points) As stated in Section 1.14 and Section 1.46 of the RFP, the District has a strong commitment to SBE/MBE participation. As such, all Proposers who have obtained the SBE/MBE certification and verified by the OEO office, may be eligible for 10 points. Evidence of SBE/MBE certification must be submitted with the Proposal. 8) Required Forms &Attachments The Proposer must complete, sign and submit the following forms available in Section 7.0 as part of the Proposal. If awarded a contract, the Proposer will be asked to submit a Proposer registration packet that will include all of the forms listed in Section 7.0. Exhibit 1 Cover Page for Proposal Exhibit 2 Affidavit Identifying Authorized Representative(s)for Selection Committee Proceedings (RFP Process) Exhibit 3 Acknowledgment of Amendments Exhibit 4 Local Business Affidavit of Eligibility Exhibit 5 Florida Statutes on Public Entity Crimes Exhibit 6 Vendor Experience Exhibit 7 Anti-Collusion Statement Exhibit 8 Disclosure of Employment of Former School Board Employees Exhibit 9 Proposal Submittal Receipt Form 9) Proposed Agreement(Sample Contract) By submitting a proposal, the Proposer agrees to be bound by and to execute the Sample Agreement proposed in Section 6.0 of this RFP. Page 26 of 43 4.2. PROPOSAL PREPARATION REQUIREMENT (1) All RFP Proposers must submit one (1) unbound, one-sided original and eight (8) bound copies of the complete proposal, eight (8) electronic versions on CD or USB drive. See Section 1.9. (2) All proposals must be submitted on 8W X 11" paper, except for any drawings, charts, diagrams, and bound, tab divided by designated category. Binders will have clearly printed front, back and spine title covers that clearly identify the proposal subject, due date and Proposer's contact information. (3) The original, the soft copy and all copies must be submitted in a sealed envelope/container. Proposers shall include their complete name, return address, and telephone number on the left upper side of mailing label. The RFP title, number, due date and opening time will be clearly printed at the bottom left side of the label. Such outer envelope/container should be addressed as specified below: 4.3 PROPOSAL LABELING REQUIREMENTS The box below, with all appropriate information, must appear as a label to allow proper processing of proposal. The label will allow the Buyer to properly handle the sealed container without revealing the contents until the proposals are opened. SEALED PROPOSAL ENCLOSED (To be opened by the Contact Person noted below) Proposer's Name: Proposer's Address: Proposer's Telephone Number: BID BOX Miami-Dade County Public Schools Procurement Management Services Attn: Charisma Hodge Procurement Analyst School Board Administration Building 1450 N.E.2nd Avenue,Suite 650 Miami, FL 33132 RFP No.: 17-021-CH RFP Title: Legal Services Pro•osal Due Date: Thursda , Ma 17, 2018 b 2 •.m. EST local time Balance of Pape intentionally left blank Page 27 of 43 SECTION 5.0 - EVALUATION/SELECTION PROCESS 5.1 COMPETITIVE RFP PROCESS (a) The selection process under this RFP shall be a competitive process that shall utilize and be governed by the authority, methodology and guidance established within School Board Policy 6320, Purchasing. located on the District's website at procurement.dadeschools.net. (b) Also see Section 1.0 of this document for additional information and provisions applicable to this competitive RFP process. 5.2 EVALUATION CRITERIA The Selection Committee will evaluate and rank all eligible and responsible proposals based on the evaluation criteria listed below. The criteria are itemized with their respective weights for a maximum available total of one hundred (100) points. A Proposer may receive all or a portion of this amount depending on the merit of the proposal and in relation to the competing proposals as determined by the Selection Committee. The following criteria will be evaluated when ranking the proposals: Criteria for Evaluation Available Points Technical Qualifications 40 (See description at Section 2.0) Price Considerations 30 (See description at Section 3.0) _ Proposer Qualifications including Corporate Past Performance & Key Personnel 20 (See description at Section 4.0 #5.) Small Business Enterprise/MBE participation 10 Total Points 100 5.3 NEGOTIATIONS WITH RESPONSIBLE PROPOSERS AND REVISIONS TO PROPOSALS The Selection Committee, a subcommittee thereof, or such other committee or qualified staff, all as determined and appointed by the Superintendent, may conduct negotiations with: (i) responsible Proposers determined to be in the competitive range; (ii) the highest ranked Proposer when the Committee established a competitive range and has completed its final evaluation of proposals; (iii) the highest ranked Proposer when the Committee determines not to establish a competitive range; or (iv) a sole Proposer when only one proposal is received. Page 28 of 43 r a) Purposes of Negotiations. Negotiations are held to: (i) promote understanding of the District's requirements and the Proposers' proposals; and (ii) facilitate arriving at a contract that will be most advantageous to the District taking into consideration price and the other evaluation factors set forth in the Request For Proposals. (iii) Authorized Representatives. Any representative of a Proposer participating in oral presentations or negotiations for the Proposer shall be listed on an affidavit (Exhibit 2) submitted with the proposal. (iv) Meetings. All negotiations shall be conducted in accordance with the applicable "Government in the Sunshine Law," Section 286.011, Florida Statutes, as same may be amended from time to time. b) Best and Final Offers. When in the best interest of the District, the Committee may request, through the Procurement Management Services staff, the submission of best and final offers from all Proposers remaining in the competitive range. The request for best and final offers shall be in writing and shall establish a common date and time for the submission. Proposers shall be informed that if they do not submit a best and final offer or a notice of withdrawal, their immediate previous offer will be construed as their best and final offer. Best and final offers shall be submitted only once and shall be evaluated by the Selection Committee; provided, however, the Committee, through the Procurement Management Services staff, may make a written determination that it is in the District's best interest to conduct additional negotiations with more than one Proposer or change the District's requirements and require another submission of best and final offers which shall be evaluated by the Committee. II. Completion of Negotiations. When the Committee has established a competitive range, and when the Committee has completed its final evaluation of proposals, with or without best and final offers, the Committee may continue, and attempt to complete, negotiations with the highest ranked Proposer. 5.4 PRICE A completed price proposal under this RFP must be submitted by Proposers at the time of proposal submission with each proposal package. See Section 3.0— PRICE PROPOSAL 5.5 ORAL PRESENTATIONS, NEGOTIATIONS AND PRODUCT DEMONSTRATIONS/SITE VISITS (a) The firms in the competitive range may be invited to individually make oral presentations of their proposal and participate in negotiations. (b) Oral presentations will consist of an overview of the submitted proposal of each of the Proposers in the competitive range, and specific questions regarding items specific to the proposal being reviewed. NO additional information will be provided by the Proposer during these presentations. Product/service demonstrations and/or site visits may also be requested, Page 29 of 43 and scheduled, at any time by the Committee, through Procurement Management Services, of firms remaining in the competitive range. 5.6 GOVERNMENT IN THE SUNSHINE LAW All oral presentations, negotiations and product demonstrations under this RFP process shall be conducted openly in accordance with the "Government in the Sunshine Law," Section 286.011, Florida Statutes, as amended. 5.7 AWARD Contract award shall be made to the responsive and responsible Proposer whose proposal is determined to be the most advantageous to the District taking into consideration the evaluation factors set forth in the Section 5.2, above. No other factors or criteria shall be used in the evaluation. In this RFP Process, the award decision will be made by the School Board, whose decision shall be final. The Remainder of this Page was left Intentionally Blank. Page 30 of 43 SECTION 6.0—SAMPLE AGREEMENT TO BE EXECUTED WITH AWARDED PROPOSER PURSUANT TO THE DISTRICT, IN ITS SOLE DISCRETION, SHOULD RE-SERVICE ITS RIGHT TO INSERT ADDITIONAL PROVISIONS, AS NEEDED RFP NO. 17-021-CH: See Attachment C Page 31 of 43 SECTION 7.0 —ATTACHMENTS Exhibit 1 Cover Page for Proposal Exhibit 2 Affidavit Identifying Authorized Representative(s)for Selection Committee Proceedings (RFP Process) Exhibit 3 Acknowledgment of Amendments Exhibit 4 Local Business Affidavit of Eligibility Exhibit 5 Florida Statutes on Public Entity Crimes Exhibit 6 Vendor Experience Exhibit 7 Anti-Collusion Statement Exhibit 8 Disclosure of Employment of Former School Board Employees Exhibit 9 Proposal Submittal Receipt Form Exhibit 10 M-DCPS Sample Certification Documents Attachment A Guideline for Outside Counsel Attachment B Practice Area Attachment C Legal Services Sample Agreement Balance of page intentionally left blank Page 32 of 43 Exhibit 1 Cover Page for Proposal PROPOSER'S NAME(Name of firm, entity or organization): FEDERAL EMPLOYER IDENTIFICATION NUMBER: NAME AND TITLE OF PROPOSER'S CONTACT PERSON: Name: Title: MAILING ADDRESS: Street Address: City, State, Zip: TELEPHONE: FAX: E-MAIL ADDRESS: (_) S_) PROPOSER'S ORGANIZATIONAL STRUCTURE: Corporation Partnership Proprietorship Joint Venture Other(Explain): IF CORPORATION, Date Incorporated/Organized: State Incorporated/Organized: States registered in as foreign corporation: PROPOSER'S SERVICE OR BUSINESS ACTIVITIES OTHER THAN WHAT THIS SOLICITATION REQUESTS FOR: LIST NAMES OF PROPOSER'S SUBCONTRACTORS OR SUBCONSULTANTS FOR THIS PROJECT: PROPOSER'S AUTHORIZED SIGNATURE The undersigned hereby certifies that this proposal is submitted in response to this solicitation. Signed By: Date: Print Name: Title: Page 33 of 43 Exhibit 2 AFFIDAVIT IDENTIFYING AUTHORIZED REPRESENTATIVE(S) FOR SELECTION COMMITTEE PROCEEDINGS(RFP PROCESS) Firm/Proposer's Name: Address: Zip: Business Telephone: ( This RFP No.: List all members of the Proposer's presentation team who may participate on your firm's behalf in Oral Presentations including negotiations under this RFP process: NAME TITLE EMPLOYED BY TEL.NO. (ATTACH ADDITIONAL SHEET IF NECESSARY) The individuals listed above are authorized by this Firm/Proposer to appear as its representative during Oral Presentations including negotiations before a Miami-Dade County Public Schools' evaluation, selection, technical review or similar committee or subcommittee under the above-referenced RFP process. For the sole purpose of said Oral Presentations including negotiations under this RFP process, the listed individuals shall not be required to pay any lobbyist registration fees. Additional authorized representatives for Oral Presentations including negotiations under this RFP process shall be recognized upon submission, prior to the oral presentation, to the M-DCPS Buyer of another fully executed affidavit (this Exhibit 2). Unless he or she has been listed here, no individual shall appear before any M-DCPS evaluation,selection,technical review or similar committee or subcommittee on County Commissioners and has paid all applicable fees as a registered lobbyist. Other than for the purposes of this RFP process, individuals who wish to address the School Board or a committee or subcommittee concerning any action,decision or recommendation of District personnel must register with the Clerk of the School Board and pay all applicable fees as a registered lobbyist. Signature of Authorized Representative of Firm/Proposer: Name: Title: STATE OF COUNTY OF The foregoing instrument was acknowledged before me this by ,a ,who is personally (Individual,Officer, Partner or Agent) (Sole Proprietor, Corporation or Partnership) known to me or who has produced as identification and who did/did not take an oath. (Signature of person taking acknowledgement) (Name of Acknowledger typed, printed or stamped) (Title or Rank) (Serial Number, if any) Page 34 of 43 Exhibit 3 ACKNOWLEDGEMENT OF AMENDMENTS Instructions: Complete Part I or Part II, whichever is applicable. PART I: Listed below are the dates of issue for each Addendum received in connection with this solicitation. Addendum #1, Dated , 20_ Addendum #2, Dated , 20_ Addendum #3, Dated , 20_ Addendum #4, Dated , 20_ Addendum #5, Dated , 20_ Addendum #6, Dated , 20_ Addendum #7, Dated , 20_ Addendum #8, Dated , 20_ PART II: No Addendum was received in connection with this solicitation. Authorized Signature: Date: Print Name: Title: Federal Employer Identification Number: Firm Name: Address: City/State/Zip: Telephone: Fax: Page 35 of 43 Exhibit 4 Miami-Dade County Public Schools Local Business Affidavit of Eligibility I his declaration is executed under penally of perjury of the laws of the United Stales and Slate of Honda. THIS AFFIDAVIT IS SUBMITTED IN REFERENCE TO THE FOLLOWING SOLICITATION: RFQIRFPIBID/CONTRACTIPROJECT M(as applicable: ----- BUSINESS NAME: CONTACT PERSON: ADDRESS: lnckK e City Stara&I p code) FEIN(f"cdrn+!1 ngrloyev Length of Time at Address Provided: Identification Number) Length of Time Located within the legal boundaries of Miami-Dade County: BUSINESS 11 Corporation n LLC -i Partnership TI Sole Proprietorship STRUCTURE: 0 Other(icily), PHONE: ( ) FAX: ( E-MAIL ADDRESS: ATTESTATION-I understand that: • In accordance with School Board Policy 6320.05;local business means the vendor has a valid business license,issued by a jurisdiction located in Miami-Dade County, with its I I headquarters, Fl manufacturing facility, or TA locally-owned franchise located within the legal boundaries of Miami-Dade County,for at least twelve(12)months(or having a street address for at least twenty-four(24)months),prior to the bid or proposal opening date. Post office boxes are not verifiable and shall not be used for the purpose of establishing said physical address. Mark applicable box and attach support document(s). • To be considered for local preference,a vendor must attach a copy of its business license(Local Business Tax Receipt)to this affidavit of eligibility with a bid or proposal. • The preference does not apply to goods or services exempted by statute as reflected in Policy 6320,or prohibited by Federal or State law.or other funding source restrictions. • The application of local preference to a particular purchase,contract,or category of contracts for which the Board is awarding authority may be waived upon written justification and recommendation by the Superintendent. • The preference established in this policy does not prohibit the right of the Board,or other authorized purchasing authority,from giving preference permitted by law in addition to the preference authorized in this policy. • The preference established in this policy does not prohibit the right of the Board,or other authorized purchasing authority, to compare quality or fitness for use of supplies, materials, equipment and services proposed for purchase and compare qualifications,character.responsibility and fitness of all persons,firms or corporations submitting bids or proposals. • The above information may be subject to verification. . A vendor who misrepresents the local preference status of its firm in a proposal or bid submitted to the School Board will lose the privilege to claim local preference status,and shall lose eligibility to claim local preference status for a period of one(1)year.The Superintendent may also recommend that the firm be referred for debarment in accordance with Policy 6320.04. • BEFORE ME; the undersigned authority, in and for the State of Florida and Miami-Dade County personally appeared who, after being sworn according to law, stated that he or she was authorized to represent and to execute This affidavit on behalf of the said Business Entity and attests,under penalty of perjury,to the above. SWORN AND SUBSCRIBED BEFORE ME PRINTED NAME OF AFFIANT SIGNATURE OF NOTARY PUBLIC SIGNATURE OF AFFIANT DATE THIS DAY OF ,20_____,. TITLE My Commission Expires: NOTARY SEAL COMPANY NAME rr,1-7138 Rev.(G3.13) Page 36 of 43 Exhibit 5 FLORIDA STATUTES ON PUBLIC ENTITY CRIMES The State of Florida has enacted a law that requires bidders or contractors to submit a sworn document stating whether or not a corporation, its officers, predecessors or successors have been convicted of a public entity crime. Neither the Proposer, the contractor nor any officer, director, executive, partner, shareholder, employee, member nor agent who is active in the management of the Proposer or contractor nor any affiliate of the Proposer or contractor shall have been convicted of a public entity crime subsequent to July I, 1989. All Proposers must read and complete in its entirety, sign and have notarized the attached "Sworn Statement under Section 287.133 (3) (a), Florida Statutes, on Public Entity Crimes." Failure to do so will result in the proposal submitted being considered non-responsive and therefore not considered for award. Bid or Contract No. SWORN STATEMENT UNDER SECTION 287.133 (3) (A), FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES STATE OF COUNTY OF Before me, the undersigned authority, personally appeared who, being by me first duly sworn, made the following statement: 1. The business addresses of (name of bidder or contractor) is . 2. My relationship to (name of bidder or contractor) is (relationship such as sole proprietor, partner, president, vice president). 3. I understand that a public entity as defined in Section 287.133 of the Florida Statues includes a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity in Florida or with an agency or political subdivision of any other state or with the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or such an agency or political subdivision and involving antitrust, fraud, theft, bribery, collusion, racketeering conspiracy, or material misrepresentation. 4. I understand that "convicted" or "conviction" is defined by the statute to mean a finding or a conviction of a public entity crime with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July, 1989, as a result of a jury verdict, non-jury trial, or entry plea of guilty or nolo contender. Page 1 of 2 Page 37 of 43 5. I understand that "affiliate" is defined by the statute to mean (I) a predecessor or successor of a person or a corporation convicted of a public entity crime, or (2) an entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime, or (3) those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate, or (4) a person or corporation who knowingly entered into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months. 6. Neither the Proposer, contractor nor any officer, director, executive, partner, shareholder, employee, member nor agent who is active in the management of the Proposer or contractor nor any affiliate of the Proposer or contractor has been convicted of a public entity crime. (Draw a line through paragraph 6 if paragraph 7 below applies) 7. There has been a conviction of a public entity crime by the Proposer or contractor, or an officer, director, executive, partner, shareholder, employee, member or agent of the Proposer or contractor, or an officer, director, executive, partner, shareholder, employee, member or agent of the Proposer or contractor who is active in the management of the Proposer or contractor or an affiliate of the Proposer or contractor. A determination has been made pursuant to Section 287.133 (3) by order of the Division or Administrative Hearings that it is not in the public interest for the name of the convicted person or affiliate to appear on the convicted Proposer list. The name of the convicted person or affiliate is . A copy of the order of the Division of Administrative Hearing is attached to this statement. Affiant's Signature Sworn to and subscribed before me in the state and county first mentioned above on the day of , 20 NOTARY PUBLIC MY COMMISSION EXPIRES Page 2 of 2 Page 38 of 43 Exhibit 6 PROPOSER EXPERIENCE Submit one form for each client reference. Understand that each client may be contacted to verify the validity of the partnership between the Proposer/Sub Proposer and the client. Prime Proposer/Sub Proposer: Client Name: Address: Client Contact name: Title: Phone number: Email: Is Client a School District? (Yes No ) Duration of Client Relationship: Date Started: Date Ended: for Total Years. Additional information (attach pages as necessary): Describe the services provided; provide total value of the contract, result of the project and Proposers role in the project, difficulties experienced during implementation or ongoing operations. If contract was terminated, state the reason for termination. Page 39 of 43 Exhibit 7 ANTI-COLLUSION STATEMENT THE UNDERSIGNED PROPOSER HAS NOT DIVULGED TO, DISCUSSED, OR COMPARED HIS/HER PROPOSAL WITH OTHER PROPOSERS AND HAS NOT COLLUDED WITH ANY OTHER PROPOSER OR PARTIES TO THE PROPOSAL WHATSOEVER. PROPOSER ACKNOWLEDGES THAT ALL INFORMATION CONTAINED HEREIN IS PART OF THE PUBLIC DOMAIN AS DEFINED BY THE STATE OF FLORIDA SUNSHINE LAW. CERTIFICATION AND IDENTIFICATION FOR PROPOSERS SUBMITTING PROPOSALS I certify that this proposal is made without prior understanding, agreement or connection with any corporation, firm or person submitting a proposal for the same service, and is in all respects fair and without collusion or fraud. I agree to abide by all conditions of these proposal specifications and I certify that I am authorized to sign this proposal. I certify agreement with the School Board of Miami-Dade County, Florida Business Code of Ethics and agree to comply with this Code and all applicable School Board contracting and procurement policies and procedures (School Board Policy 6460). I certify that I, nor my company or its principals, or any wholly-owned subsidiary are currently debarred or in default of any bid, purchase order or contract with the School Board or any other private or governmental entity and that the company satisfies all necessary requirements as an entity to do business with The School Board of Miami-Dade County, Florida. Type of Business Organization and Authority of Signatory: Indicate type of business organization Proposer does business. For example, Partnership, Limited Partnership, Limited Liability Company, Corporation, etc. If a proposal is submitted by a corporation, provide documentation that the corporation is active and authorized to do business in the State of Florida, and that its corporate status shall remain active and unchanged at the time of award of proposal. As to other types of business organizations, please provide any and all documentation relating thereto, including without limitation, verification that the party signing this proposal is fully authorized and empowered to do so, on behalf of Proposer. In addition, set forth name(s) and title of any and all parties who are authorized to contract on behalf of Proposer. LEGAL NAME OF AGENCY OR PROPOSER SUBMITTING PROPOSAL: MAILING ADDRESS: CITY STATE, ZIP CODE: TELEPHONE NUMBER: TYPE OF BUSINESS ORGANIZATION: E-MAIL ADDRESS: BY: SIGNATURE (ORIGINAL) BY: NAME TYPED TITLE: Page 40 of 43 Exhibit 8 DISCLOSURE OF EMPLOYMENT OF FORMER SCHOOL BOARD EMPLOYEES Pursuant to School Board Policy 6460, which may be accessed at http://www2.dadeschools.net/schoolboard/rules, all bidders, proposers, and consultants are required to disclose the names of any of their employees who serve as agents or principals for the bidder, proposer or consultant, and who, within the last two years, have been or are employees of the School Board. Such disclosure will be in accordance with current School Board rules, but will include, at a minimum, the name of the former School Board employee, a list of the positions the employee held in the last of their employment with the School Board, and the dates the employees held those positions. See following page and include page in your proposal packages. If non- applicable, please indicate so on the form and return. DISCLOSURE OF CONFLICT OF INTEREST (Affiliation with District Committees, Task Force or Associations) Proposers are required to disclose the names of any officers/directors, who serve on any district committees, task force, or associations. See following page and include page in your proposal packages. If non-applicable, please indicate so on the form and return. DISCLOSURE OF EMPLOYMENT OF FORMER SCHOOL BOARD EMPLOYEES (PLEASE INCLUDE THIS FORM WITH YOUR PROPOSAL PACKAGE) Pursuant to School Board Policy 6460, which may be accessed on the school website at www2.dadeschools.net/schoolboard/rules all bidders, proposers, and consultants, are required to disclose the names of any of their employees who serve as agents or principals for the bidders, proposers or consultant, and who within the last two years, have been or are employees of the School Board. Such disclosure will be in accordance with current School Board rules, but will include, at a minimum, the name of the former School Board employee, a list of the positions the employee held in the last two years of his or her employment with the School Board, and the dates the employee held those positions. NAME LIST OF POSITIONS DATES EMPLOYEE HELD POSITION Page 41 of 43 DISCLOSURE OF CONFLICT OF INTEREST (AFFILIATION WITH DISTRICT COMMITTEES,TASK FORCE,ASSOCIATIONS) Firms under Contract or proposing to enter into a Contract with Agency must be in conformance with the M-DCPS Conflict of Interest policies available at www.dadeschools.net. Any vendor who submits a response to a solicitation must disclose the names of any of its company directors or officers who serve on any District Committees, Task Force or Associations. Does the Firm or any Associate of the Firm(Director's,Officers,etc.)serve or have served within the past two years(2)on a Miami-Dade County Public Schools District Committee,Task Force,or Association? No❑ Yes❑ If answer is yes, please complete the following: Employee Name Current Title with Firm Name of M-DCPS Committee, Task Force,Association Served Name: Name: NOTE: THIS FORM SHALL BE RETURNED WITH THE PROPOSAL SUBMITTAL Page 42 of 43 EXHIBIT 9 PROPOSAL SUBMITTAL RECEIPT FORM All Bidders MUST adhere to the guidelines stated in Section 1.17. As such, all bidders will sign and acknowledge timely submittal of this RFP, as well as Procurement Management Services Staff. This form must be included within the timely bid package. RFP Name and RFP-17-021-CH Legal Services Number: RFP Due Date: Bidder Name and Address: Bidder's Date and Time of Submission: Authorized Bidder's Signature: Procurement Management Staff Name and Signature: Verify Date and Time of Bidder's Submission: Page 43 of 43 • Exhibit 10, M-DCPS Sample Certification Documents Generated by MDCPS TestVendorl,MDCPS Test Vendor on 4/11/2018 Certification Application: Start Certification Application New Application for Miami-Dade County Public Schools M-DCPS`s New Application for Small Business Enterprise (SBE), Micro Business Enterprise (MBE), Minority Women Business Enterprise (M/WBE) Certification. This application is for NEW Small Business Enterprise(SBE)&Micro Business Enterprise(MBE)&Minority/Women Need Help? Business Enterprise(M/WBE). Download Part 2 of Note:Firms currently certified by M-DCPS should not submit a New Application.Instead submit a Recertification the user manual application,due on the anniversary date. Sign uo for a Training Class Review the information below and complete the eligibility requirements then click Continue. For more information about M-DCPS's SBE/MBE/MWBE Program,please visit the http://oeo.dadeschools,net/page. For guidance,please call 305-995-1307 or email oeo @dadeschools.net. Company& Contact Information Select a company type and application auto-fill option.Confirm or enter your personal and company email addresses to permit us to contact you quickly for technical support,if needed. YOUR EMAIL ADDRESS* mdcpstestl @b2gnowuser.com COMPANY EMAIL* mdcpsl @b2gnowuser.com COMPANY TYPE* Corporation APPLICATION AUTOFILL* v: Use existing account information to auto-fill application Eligibility Requirements The following basic criterion Is used to evaluate eligibility for certification.However,meeting these basic Items does not guarantee that an application will be approved.This is only intended as a general overview to see if your firm should apply for certification. Is your firm registered as a vendor with MDCPS? ice` Yes r4 No Does the owner and/or qualifier of the business have the required professional licenses and contractor qualification licenses? Yes No Does your business have a occupational license and all required professional licenses and/or contractor qualifier licenses? C Yes tom' No For SBE/MBE Applicants only:Has your business been established for at least one year or the principals of the business have at least Page 1 of 2(20387838_00493479_20180411112024,pdf) Generated by MDCPS TestVendorl,MDCPS Test Vendor on 4/11/2018 three years of relevant experience prior to forming or joining the business? • Yes No Not Applicable For SBE/MBE Applicants only:Is your firm independently owned and operated business that is not dominant in its field of operation and is performing a commercially useful function? ✓ Yes r N• o r N• ot Applicable For SBE/MBE Applicants only:Does your business have an actual place of business in Miami-Dade County for at least a year preceding the application? ✓ Yes r N• o r N• ot Applicable For M/WBE Applicants only:Does the business employ 200 or fewer permanent full time employees in conjunction with its affiliates and has a net worth of 5 million or less? C Yes r N• o N• ot Applicable For M/WBE Applicants only:Is the business 51%minority owned and/or controlled? C Yes r No ' Not Applicable For M/WBE Construction or Construction Related Applicants only:Is the firm actual place of business in Miami-Dade County, Broward County,or Palm Beach County for at least a year proceeding the application? C Yes r No " N• ot Applicable For Sole Proprietor M/WBE Applicant only:Does the business meet the requirement of 5 million net worth that includes both personal and business investments? C Yes C No r N• ot Applicable Continue Return Customer Support Home I HEIp I Print This Page I Print To PDF Copyright©2018 B2Gnow,All rights reserved. Page 2 of 2(20387838_00493479_20180411112024,pdf) H „ice,,,-,,,, .,..„, „,..„.. _.,, ,,.:„...,„.....,... „,,,,,.. GUIDELIN 14S ... ....,,..i.- ,,,, ,, ,. ,_ , ,,,..„..„.,„ ..,.. ii -,1--,, for . „ ,...,,,,,.. .,, OUTSIDE COUNSEL ,,c. .,, i ,...-,:-.„, .„.;-... ,...„,2t.. ..*'''1, T a SCHOOL BOARD ATTORNEY'S OFFICE The School Board of Miami-Dade County , 1450 NE 2nd Ave. Suite 430 ., Miami, FL 33132 305-995-1304 (office) DECEMBER 2012 305-995-1412 (fax) Revised 12/5/2012 GUIDELINES FOR OUTSIDE COUNSEL PAGE 3 4. y TABLE OF CONTENTS : I. INTRODUCTION 3 1.1. Philosophy 3 v,,;.; 1.2 Client 4 1.3 Conflict of Interest 4 1.4 Public Records Law 4 4 - 1.5 Third Party Administrator 4 I. ASSIGNMENT OF CASES/MATTERS 4 2.1 Budget Package 5 2.2 Staffing 6 2.3 Status Reports 7 x III. LITIGATION 7 , 13.1 Initiation of Claims/Lawsuits 8 3.2 Motion Practice and Discovery 8 .- 3.3 Depositions 8 . 3.4 Experts/Consultants 8 k v 3.5 Settlement 8 3.6 Settlement Authority 9 3.7 Attorney-Client Sessions 9 h 3.8 Mediation 9 IV. RECORDS AND COMMUNICATIONS 10 4.1 Records 10 4.2 Communication(s) with the Media 10 rt 4 4.3 Communication(s) with Board Members 10 - z V. BILLING 10 5.1 Fees 11 5.2 Costs 11 GUIDELINES FOR OUTSIDE COUNSEL PAGE 4 GUIDELINES FOR OUTSIDE COUNSEL $ THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA 3 These Guidelines set forth the procedures that are to be followed by the law firms, attorneys, and consultants ("Outside Counsel") retained by The School Board of Miami- Dade County, Florida ("School Board" or"District") through the School Board Attorney's Of- t ("Attorney's Office"). These Guidelines address the representation of the District, and _M• District personnel when appropriate, by Outside Counsel from the assignment of a matter through its completion, including its billing process. i4 I. INTRODUCTION 11 v The Attorney's Office, through the School Board Attorney, is responsible for over- seeing the legal affairs of the School Board. The Attorney's Office employs highly skilled in ` -house lawyers ("Assistant Board Attorney(s)") who are committed to the success of the it District's mission, to uphold high standards of professional and ethical conduct, and to pro- . vide timely, responsive, and cost-effective legal services. The Attorney's Office retains Outside Counsel to provide the District with the requested legal services that are necessary 'it to facilitate the District's goal of providing a comprehensive and well-rounded education for the students of Miami-Dade County. Outside Counsel representing the School Board is . , ^ - expected to maintain the highest ethical standards at all times. ttat ft ii- These Guidelines are an addendum to and shall be incorporated by reference into the written contract between Outside Counsel and the School Board and govern the terms of the engagement on all matters handled by Outside Counsel for the District and its em- } .: ployees. Outside Counsel retained by the School Board should ensure that a copy of these ; Li ttit Guidelines is provided to all attorneys, paralegals, administrative, clerical or other assis- t, °' tants assigned to a particular matter before any work is performed on behalf of the District. 1.1 Philosophy The School Board, while maintaining strong advocacy positions, seeks to facilitate . the cost-effective resolution of legal issues whenever possible. The Attorney's Office ex- pects Outside Counsel to aggressively defend cases in which there is no liability, and to i work toward the early settlement of cases where there is liability and exposure. The Guidelines are to all legal representation of The School Board,and are subject to revision by the School Board Attorney. GUIDELINES FOR OUTSIDE COUNSEL PAGE 5 1.2 Client The School Board is the client to be represented. However, consistent with School Board policies, there are occasions when individual Board Members or District employees may require individual representation provided by the School Board. These Guidelines shall apply to Outside Counsel representing these individuals as well. 1.3 Conflict of Interest All potential conflicts of interest must be cleared with the School Board Attorney in writing at the outset of the assignment of the matter or as soon as they become apparent. 1.4 Public Records Law As a political subdivision, the School Board is subject to Florida's Public Records _ Law contained in Florida Statutes Chapter 119. Accordingly, Outside Counsel must be fa- miliar with these laws. v 1.5 Third Party Administrator The School Board contracts with a Third Party Administrator ("TPA") to administer its third party claims and its workers' compensation claims. Adjusters from the TPA ("District Adjuster") work closely with the Board Attorney's Office as it relates to third party liability claims, and with the District's Risk Management/Workers' Compensation office as it relates to workers' compensation claims. a. II. ASSIGNMENT OF CASES/MATTERS All matters will be assigned to Outside Counsel in writing, and Outside Counsel must confirm receipt of all new matters in writing. Except by prior arrangement with respect to certain routine litigation matters, only the Attorney's Office is authorized to engage Out- side Counsel. If Outside Counsel is asked to perform legal services by any person outside of the Attorney's Office, Outside Counsel should contact the Attorney's Office before pro- 5; ceeding, and advise the person that it is doing so. Lawsuits assigned to Outside Counsel F by the Attorney's Office will be transmitted through a lawsuit memorandum. All matters as- signed to Outside Counsel will be overseen by an Assistant Board Attorney, or a District Adjuster if it pertains to a workers' compensation matter. GUIDELINES FOR OUTSIDE COUNSEL PAGE 6 2.1 Budget Package When Outside Counsel begins work on a legal matter, it must prepare a Budget Package consisting of a Case Plan or Initial Status Report (the "Case Plan/Initial Status Re- port"), and a Budget. The Case Plan/Initial Status Report explains how Outside Counsel anticipates accomplishing the work for which it has been retained, and summarizes the strategy for achieving a satisfactory resolution of the matter. The Budget controls the costs and payment of the services outlined in the Case Plan/Initial Status Report, and shows a phase-by-phase breakdown of the anticipated costs of the legal representation. The Budget must be approved by the Board Attorney's Office before significant work is per- formed on a matter. y n 2.1.1 Case Plan/Initial Status Report Proper planning, coordination, and cooperation are essential for the proper management of the School Board's legal affairs. A thorough discussion of the appropriate strategy and necessary resources is needed to effectively and efficiently accomplish the School Board's legal objectives. Effective case management requires a cooperative and coordinated team effort among Outside Counsel, the Attorney's Office (the District's Adjust- ers if applicable) and the School Board staff/business unit involved in the matter. Within the first 30 days of the assignment of a legal matter, Outside Counsel $ should discuss the matter with the Assistant Board Attorney (or District Adjuster if workers' 1 74144 compensation matter) overseeing the matter, and provide the Case Plan/Initial Status Re- ; :;'44n port . (Status Report Formats for Litigation and Non-Litigation matters are attached as Ex- hibits 1 and 2.) For litigation matters, it is essential for Outside Counsel to evaluate whether the case will be targeted for trial or settlement. Although the Case Plan should contain a plan for the possible resolution of the case by way of settlement, it should be based on the assumption that the case will go to trial. If Outside Counsel is handling a number of cases that are routine and involve similar issues or approaches, it may develop and submit a standardized Case Plan/Initial Status Report applicable for all such cases. When appropriate, it must note in the Case Plan the factors that differ between cases. The decision to submit a standardized Case Plan/Initial Status Report shall be made in conjunction with the Assistant Board Attorney (or District Adjuster if workers' compensation matter) overseeing the matter. When cases are well prepared and well tried, the Attorney's Office will not "second guess" Outside Counsel based upon an adverse result. 2.1.2 Budget Outside Counsel must prepare and submit the Budget before significant time is spent on a matter(within 30 days absent extenuating circumstances). The initial GUIDELINES FOR OUTSIDE COUNSEL PAGE 7 Budget should be based upon the Case Plan, and should translate the Case Plan into fi- E `' nancial expectations. The Budget shall set forth the hourly billing rate of the attorneys and { paralegal who will work on the matter, unless a different fee arrangement not based on an hourly rate is agreed upon on a particular matter. Changes to these rates may not be made during the engagement without the approval of the School Board Attorney. Absent extenu- ating circumstances, no changes to the rates contained in the budget will be approved by the School Board Attorney. The Budget should include the estimated costs for consultants and experts retained by outside counsel. For litigation cases, the budget shall identify the different phases of the representa- tion, and shall provide the estimated cost for each phase. It shall be a detailed and specific itemization of all aspects and categories of the representation. ... .4.,, , , The School Board Attorney must be advised promptly when it becomes apparent ': that the Budget will be exceeded. If the approved Budget is not sufficient to complete a case or matter, Outside Counsel must submit an amended Budget Package before it ex- -*,,-, la.-- i. ceeds the initial Budget. Outside Counsel should not wait until after it has exceeded the approved Budget to submit an amended Budget Package. } Requests for increases to the Budget shall be examined on a case by case basis and will only be approved on a limited basis and for extraordinary circumstances. Written .- approval from the School Board Attorney (or District Adjuster if workers' compensation mat- , Al ter) is required for any increase in the approved Budget. Outside Counsel should make 'ty sure the amended Budget has been approved before it exceeds the Budget. 2.2. Staffing Staffing must be discussed with the Assistant Board Attorney (or District Adjuster if y, workers' compensation matter) overseeing the matter upon its assignment. Outside Coun- sel should use lawyers and paralegals when cost effective. Associates should not be used for services that can be performed by paralegals, such as routine document reviews. Para- : t legals should not be assigned tasks that can be performed by secretaries, such as photo- copying, typing, filing, etc.; as these tasks do not qualify as billable activity. Where an attor- ney or paralegal leaves Outside Counsel in the midst of an engagement for the School „ Board, Outside Counsel will be responsible for the cost of bringing a replacement up to speed. The School Board typically only pays for one attorney to accomplish a single task. For example, it does not pay for two or more attorneys to attend depositions or court hear- ings without prior approval. It does not pay for an attorney redoing the work of another at- torney, nor for duplicate entries for reviewing and analyzing documentation and/or legal re- search. Conferences among attorneys in the office are generally not compensable unless the conference is a necessary strategy meeting relating to some significant legal event, GUIDELINES FOR OUTSIDE COUNSEL PAGE 8 such as an upcoming trial or key deposition. Any work arrangement requiring more than g one attorney or staffer must be preapproved. 2.3. Status Reports The Attorney's Office depends on Outside Counsel to keep it advised of the status of all pending matters handled by Outside Counsel. Outside Counsel is required to keep 4 the Assistant Board Attorney (or District Adjuster if workers' compensations matter) over- seeing the assignment advised of all changes and developments in the case that may ma- terially impact the outcome of the matter. It is required to participate in quarterly meetings with the Assistant Board Attorney (or District Adjuster if workers 'compensation matter) overseeing the matter to report on the status of the case. In anticipation of these quarterly meetings, Outside Counsel is expected to provide a Status Report to the Assistant Board Attorney (or District Adjuster if workers' compensation matter) overseeing the case, provid- ing the status of the case and all developments and upcoming activity. The Status Re- ports should follow the format contained in Exhibits 1 and 2. For litigation matters, the Assistant Board Attorney (or District Adjuster if workers' compensation matter) overseeing the matter must be informed of all major substantive 5 hearings, depositions, trial dates, settlement offers, and all other information that could sig- nificantly affect the outcome of the case. The Assistant Board Attorney (or District Ad- 'f.:1,, ; ,, 't, juster if workers' compensation matter) overseeing the case should also receive copies of all major pleadings, motions and memoranda. However, it is not necessary to send copies of all other routine correspondence and pleadings unless otherwise requested by the As- sistant Board Attorney (or District Adjuster if workers' compensation matter) overseeing the case. III. LITIGATION Upon assignment of the case, it is necessary for defense counsel to obtain informa- . tion which is critical to the case. For tort cases, Outside Counsel should communicate with the District Adjuster assigned to the case to obtain the claim file. On all matters, Out- side Counsel should discuss the case with the Assistant Board Attorney (or District Ad- juster if workers' compensation matter) overseeing the case upon assignment of a new matter. However, while the Board Attorney's Office is available to assist with Outside Counsel's representation of the District, it does not have sufficient staff or resources to as- , ,' sist with all the particulars of the case, such as performing investigations, contacting wit- :`,"; nesses, responding to discovery, gathering documents, etc. GUIDELINES FOR OUTSIDE COUNSEL PAGE 9 3.1 Initiation of Claims/Lawsuits School Board authorization is required before any lawsuit is initiated on behalf of the District. For pending cases, Outside Counsel must communicate with the Assistant a Board Attorney (or District Adjuster if workers' compensation matter) overseeing the mat- ter before a counter-claim, cross-claim, or any other type of claim is filed on behalf of the School Board. In some cases, Board approval may also be required. 3.2 Motion Practice and Discovery While dispositive motions (motions to dismiss, motions for summary judgment, etc.) should be used to resolve as many issues as possible, protracted motion practice is strongly discouraged. Counsel should provide draft copies of all major and /or dispositive motions to the Assistant Board Attorney (or District Adjuster if workers' compensation mat- ter) done overseeing the case prior to filing. The costs associated with such motions should be referenced in the Budget. 3.3 Depositions .t Prior to the deposition of any School Board employee, Outside Counsel is ex- pected to hold a pre-deposition conference. Only one attorney shall participate in the pre- deposition conference and deposition unless prior approval is obtained from the Assistant Board Attorney (or District Adjuster if workers' compensation matter) overseeing the case. Except in tort, employment, and workers' compensation cases, all depositions taken by Outside Counsel must be cleared with the Assistant Board Attorney (or District Adjuster if workers' compensation matter) overseeing the subject litigation. Depositions should be referenced in the Budget. 3.4 Experts/Consultants Except in tort, workers' compensation and employment cases, the retention of all experts and consultants must be approved in advance by the Assistant Board Attorney s overseeing the subject litigation. For all consulting agreements greater than $2000 the Assistant School Board Attorney should request a copy of the consulting agreement prior to approval. In addition, the costs associated with retaining said expert or consultant should be included in Outside Counsel's Budget. 3.5 Settlement While the District will not retreat from the commitment to zealously defend cases in which liability is lacking, Outside Counsel should never assume that the School Board would have no interest in settling a case. Settlement possibilities of all matters should be ' identified and considered early in the representation and periodically revisited thereafter. Where possible, cases best resolved by settlement should be settled at an early stage. If Outside Counsel believes that the School Board should initiate settlement discussions, it ,� �= should communicate this to the Assistant Board Attorney (or District Adjuster if workers' GUIDELINES FOR OUTSIDE COUNSEL PAGE 1 O Compensation matter) overseeing the case. When Outside Counsel receives a settlement demand, it should communicate the demand, along with Outside Counsel's recommenda- tion, to the Assistant Board Attorney or District Adjuster overseeing the case. • 3.6 Settlement Authority No offers or agreements to settle can be made without prior authorization from the Assistant Board Attorney overseeing the case. On workers' compensation matters, Out- side Counsel should communicate with the District's Worker's Compensation Office and the ix District Adjuster overseeing the case. The Worker's Compensation Office, in conjunction with the TPA, will perform all functions in connection with claims, including the offering and acceptance of settlements, receiving of restitution payments and signing of Proofs of Loss # on behalf of the School Board. On all other legal matters, Outside Counsel should commu- nicate with the Assistant Board Attorney overseeing the case. All non-tort settlement agreements and offers of judgment in excess of $10,000 re- quire School Board approval. Certain tort claims and offers of judgment may also require F School Board approval. Settlement agreements must be fully negotiated and executed by the opposing party and their attorney in order to be submitted to the School Board for approval. 3.7 Attorney-Client Sessions Settlement negotiations and requests for authority requiring School Board approval ?If must be presented to the School Board in an attorney-client session in conformance with Florida Statute Section 286.011(8), or in a risk management session pursuant to Florida Statute 768.28. Scheduling an attorney-client session or risk management session re- quires advanced planning in order to comply with advertising notice provisions. Therefore, the Assistant Board Attorney (or District Adjuster if workers' compensation matter) oversee- tit"; --4„,„_,# mg the matter should be notified immediately as soon as Outside Counsel believes such a session may be needed. 3.8 Mediation In advance of any mediation, Outside Counsel is required to provide the Assistant Board Attorney (or District Adjuster if workers' compensation matter) overseeing the case with its written recommendation regarding settlement. The letter should be accompanied by the most recent Status Report. The evaluation letter should be based on an objective appraisal of the case based upon Outside Counsel's best professional judgment. It is im- perative to submit the Status Report and evaluation letter well in advance of mediation in order to afford the Assistant Board Attorney (or District Adjuster if workers' compensation matter) overseeing the case an opportunity to evaluate and discuss the case with Outside Counsel prior to the mediation. GUIDELINES FOR OUTSIDE COUNSEL PAGE 1 1 The Assistant Board Attorney (or District Adjuster if workers' compensation matter) overseeing the case will attend the mediation. Under no circumstance should Outside Counsel attend a mediation without previously discussing the case with the Assistant Board Attorney or District Adjuster overseeing the case. 1%4 P6 fi IV. RECORDS AND COMMUNICATIONS k Throughout its representation of the District, Outside Counsel will receive communi- fig cations pertaining to case specific policies, procedures, and strategies of the District. 4 4.1 Records Outside Counsel may also be required to obtain records or information pertaining to students or personnel of the District. These records must be obtained and maintained in accordance with the confidentiality and notice requirements of Florida and Federal laws, • and School Board Policies. ,x 4.2 Communication(s) with the Media Outside Counsel is not authorized to respond to media inquiries concerning a • School Board matter or case without first obtaining approval from the Board Attorney. All UP media contacts with Outside Counsel must be referred to the Board Attorney. If outside gAt 47 counsel anticipates that a matter may require a response to the media, Outside Counsel • should immediately contact the Board Attorney's Office. i 4.3 Communication(s) with Board Members To ensure all Board Members receive the same information, Outside Counsel should refrain from communicating with individual Board Members. In the event of an in- quiry or request for information from an individual Board Member, please contact the Board Attorney's Office for a response. V. BILLING When a matter is assigned to Outside Counsel, the appropriate partner, associate and/or paralegal assigned to the matter must be designated. Invoices submitted in an proper format will be returned. All costs shall be itemized separately from the legal fees on the invoices. GUIDELINES FOR OUTSIDE COUNSEL PAGE 1 2 Outside Counsel is to bill on a 30-day cycle, except for workers' compensation cases that should be billed on a quarterly basis. All worker's compensation, tort and general liability invoices should be submitted to the Third Party Administrator for initial review and process- ing. All other invoices should be submitted to the Board Attorney's Office. Invoices will be paid in a timely manner provided that the attorney adheres to all of the billing requirements, 1 including having provided a budget. The Board Attorney's Office reserves the right to re- view all fees and disbursements, and all applicable supporting documentation. 5.1 Fees I Invoices must identify the partner, associate and paralegal performing services by name, their respective billing rates, and the hours spent by each during the relevant billing period. Invoices should also detail the services rendered on a daily basis, identifying the attorney or paralegal performing the work and the time spent. Narrative or block billing is prohibited. 5.2 Costs The following sections set forth the policies regarding costs incurred in the School Board's representation. 5.2.1 Prohibited Costs The School Board will not pay for the following costs: (1) On-Line Research: Costs for on-line legal re- search databases such as Westlaw and Lexis- Nexis will not be paid. (2) In County Mileage/Travel/Parking/Meals: Re- imbursements shall not be made for regular in- county mileage, travel, parking or meals. 5.2.2 Pre-Authorized Fees and Costs The following must be pre-authorized by the Assistant Board Attorney (or Dis- trict Adjuster if workers' compensation matter) overseeing the matter: GUIDELINES FOR OUTSIDE COUNSEL PAGE 13 kr, (1) Out of County Travel: Outside Counsel should travel mx. a; on the School Board's behalf only when necessary and when approved in advance by the Assistant fir 6* Board Attorney (or District Adjuster if workers' com- pensation matter) overseeing the matter. All re- . imbursements for pre-approved travel will be made in accordance with Florida Statute 112.061. Addi- tionally, the School Board will not reimburse Outside A ;m Counsel for travel or other expenses incurred by family members, friends or other persons not per- forming services for the School Board. titt (2) Attendance of Numerous Attorneys: No more than one attorney is allowed to attend and bill for atten- dance at a deposition, hearing, witness interview, other proceeding, etc., unless previously authorized by the Assistant Board Attorney (or District Adjuster tt-ttt if workers' compensation matter) overseeing the case. (3) Retention of Experts/Consultants: The retention of expert witnesses or consultants in non-tort, employ- ment or workers' compensation cases must be pre- authorized by the Assistant Board Attorney (or Dis- trict Adjuster if workers' compensation matter) over- seeing the matter. (4) Costs Exceeding $1,000: Any single cost in excess of $1,000 must be pre-authorized by the Assistant Board Attorney (or District Adjuster if workers' com- w pensation matter) overseeing the matter. 5.2.3 Allowable Reimbursements A. Reimbursable expenses and costs may include, but are not limited to, postage, long distance telephone charges, photocopying, court filing fees, and witness fees. Photo- copy costs should not exceed the rate prescribed by Fla. Stat. § 119.07. GUIDELINES FOR OUTSIDE COUNSEL PAGE 14 .: EXHIBIT#1 LITIGATION STATUS REPORT (Date of Report) Case/Matter Name: Date of Assignment: Plaintiff(s) Name: Plaintiff(s) Attorney: Defendant(s) Name: ' Defense Counsel: (Attorney(s), Paralegal(s), and billing rates as per§II of Guidelines for Outside Counsel) Judge: Case No.: ;, Date of Accident: .i Claim No. (if applicable): Mediation Date: ° Trial Date: 1. Summary 2. Analysis of Liability 3. Analysis of Damages : 4. Legal Action Taken to Date .. 5. Legal Action Needed to be Taken 6. Any Unusual Legal Issues/Facts 7. Evaluation of Exposure (including verdict ranges/values) 8. Total Amount of Litigation Budget (This does not obviate the require- '' ment for submitting the separate detailed Budget required in §2.1.2 of the Guidelines for Outside Counsel) GUIDELINES FOR OUTSIDE COUNSEL PAGE 15 EXHIBIT#2 NON-LITIGATION STATUS REPORT (Date of Report) Matter Name: Date of Assignment: : . == Defense Counsel: (Attorney(s), Paralegal(s), and billing rates as per§II of Guidelines for Outside Counsel) Adverse Party Name (if applicable): # Adverse Counsel Name (if applicable): 1. Summary 2. Analysis of Legal Issues 3. Legal Action Taken to Date 4. Legal Action Needed to be Taken to Date 5. Any Unusual Legal Issues / Facts A. 6. Potential Exposure (if applicable) 7. Proposed Resolution }k .f 8. Total Amount of Litigation Budget (This does not obviate the requirement for submitting the separate detailed Budget required in §2.1.2 of the Guidelines for Outside Counsel) GUIDEUNES FOR OUTSIDE COUNSEL THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA Dr. Solomon C. Stinson, Chair Mrs. Perla Tabares Hantman,Vice Chair Dr. Marta Perez Mr.Agustin J. Barrera Mr. Renier Diaz de la Portilla Dr. Lawrence S. Feldman k` Dr.Wilbert"Tee" Holloway Dr. Martin S. Karp Ms.Ana Rivas Logan 4 )" Eboni Finley Student Advisor Mr.Alberto M. Carvalho ' Superintendent of Schools BA/ DEcoCi µ, '.t'v.,'..1-, i...°---. 4C•■ b 3 giving our students the world 6�-4/C SCN°O WALTER J. HARVEY . School Board Attorney SCHOOL BOARD ATTORNEY'S OFFICE 1450 NE 2nd Ave. Miami,FL 33132 Phone:305-995-1304 r . Fax.305-995-1412 http.//www dadeschools.net Attachment B Below are the specific areas of the law for which the Board seeks assistance. Please indicate the areas of expertise you are applying for: Construction (Litigation, Claims, General) Real Estate Planning (Land Use, Eminent Domain) General Liability(Professional, Personal, and Automobile Injury Liability) Workers' Compensation THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA diriN AGREEMENT FOR CONTRACTED LEGAL SERVICES THIS AGREEMENT, by and between The School Board of Miami-Dade County, Florida (hereinafter referred to as "School Board"), a Political Subdivision of the State of Florida, and , a [Insert type of corporation] of the State of Florida(hereinafter referred to as"Legal Counsel"), is as follows: 1. SCOPE OF WORK Legal Counsel shall, in a satisfactory and proper manner as determined by the School Board, perform the following: Nature of Contracted Services: Pursuant to the approval of Agenda Item at the School Board meeting of , Legal Counsel will provide legal representation to The School Board of Miami-Dade County, Florida in matters regarding «AREA». This contract nullifies and supersedes all existing contracts between the School Board and «FIRM». Location of Contracted Service: Varies throughout Agreement. Date(s)/Hours of Service: Various dates and hours throughout the Agreement. 2. TERM OF AGREEMENT Legal Counsel shall commence performance of the agreement on the 1 day of July, 2018, and shall complete performance to the satisfaction of the School Board no later than the 30 day of June, 2021. The School Board reserves the right to terminate this agreement without cause by giving thirty(30)days written notice to Legal Counsel. 3. COMPENSATION/REIMBURSEMENT OF EXPENSES The School Board shall, upon completion of services by Legal Counsel, compensate Legal Counsel as indicated below, which shall constitute the amount due under this contract. Legal Counsel agrees to assume responsibility for all per diem and travel expenses, unless authorization to incur such expenses is granted by the School Board in advance of the expenditures being incurred and is in accordance with the Guidelines for Outside Counsel (hereinafter "Guidelines") attached hereto and incorporated herein by reference as Attachment "A". Legal Counsel shall be reimbursed for such approved expenditures as provided by Florida Statutes§ 112.061 and School Board Policy 6550. 4. PAYMENTS AND PAYMENT SCHEDULE Upon review and approval of submitted invoices, and pursuant to Request For Proposal No. 031-NN10, payment will be generated by the School Board's Accounts Payable Department within 60 days after receipt of the invoices at the rates listed below: Practice Area: $ per hour for partners $_per hour for associates $_per hour for paralegals Compensation for time will be paid only for time actually spent working on School Board legal matters and pursuant to the Guidelines incorporated herein and attached hereto as"Attachment A". Under no circumstances will Legal Counsel be compensated for off-duty hours while traveling. Invoices should be submitted in the form and manner as described by the Guidelines or as may be directed by the School Board Attorney. 5. INSURANCE REQUIREMENTS Legal Counsel shall provide evidence of the required coverage within thirty (30) days of the date of request by the Office of Risk and Benefits Management but, in any respect, the policy shall reflect coverage at least thirty(30)days prior to the commencement of the term of this agreement. Legal Counsel shall be responsible for providing the School Board with certificates of insurance which indicate that insurance coverage has been obtained and meets the requirements as outlined below: Professional Liability The Professional Liability (i.e., malpractice) Insurance provided by the individual/firm shall conform to the following requirements: A. The individual firm's Professional Liability insurance shall be on a form acceptable to the Board and shall cover those sources of liability typically insured by Professional Liability Insurance, arising out of or the rendering or failure to render professional services in the performance of this agreement, including all provisions of indemnification which is part of this agreement. B. If on a claims-made basis, the individual/firm shall maintain without interruption, the Professional Liability Insurance until three(3)years after this agreement. C. The minimum limits to be maintained by the individual/firm (inclusive of any amounts provided by an umbrella or excess policy)shall be dependent on the practice area. General Liability(Professional, Personal, and Automobile Injury Liability) and Workers' Compensation shall be $1 million per claim/annual aggregate. Construction (Litigation, Claims, and General) and Real Estate (Land Use, Eminent Domain) shall be $3 million per claim/annual aggregate. Workers' Compensation Insurance Workers' Compensation Insurance for all employees of the proposer as required pursuant to the provisions of Section 440, Florida Statutes. Commercial General Insurance Commercial General Insurance on a comprehensive basis in an amount not less than $500,000 combined single limit per occurrence. The School Board of Miami-Dade County, Florida, its employees and agents must be listed as an additional insured on the policy. 6. REGULATIONS &ORDINANCES Legal Counsel shall comply with all applicable laws, ordinances, codes, rules and regulations of federal, state and local governments for performance of any work under this agreement. 7. ENTIRE AGREEMENT It is understood and agreed that this agreement contains the complete understanding and agreement of the parties. No stipulation, agreement, or understanding shall be valid or enforceable unless contained in this agreement. No representations or statements made by any employees, agents or representatives of either party shall be binding on either party as a warranty or otherwise, except as expressly set forth herein. 8. MERGER AND MODIFICATION This contract constitutes the entire contract between the parties. There are no understandings, agreements, or representations, oral or written, not specified within this contract. This contract may not be modified, supplemented or amended in any manner except by written agreement signed by both parties. 9. INDEMNIFICATION To the fullest extent permitted by law, Legal Counsel shall indemnify the School Board, and its employees ("Indemnitees") from and against all claims, liabilities, damages, losses, and costs including, but not limited to, reasonable costs and attorneys'fees at the pre-trial, trial and appellate levels, arising out of, resulting from or incidental to Legal Counsel's performance under this Agreement or to the extent caused by negligence, recklessness, or intentional wrongful conduct of Legal Counsel or other persons employed or utilized by Legal Counsel in the performance of this Agreement. The remedy provided to the Indemnitees by this indemnification shall be in addition to and not in lieu of any other remedy available under the Agreement or otherwise. This indemnification obligation shall not be diminished or limited in any way to any insurance maintained pursuant to the Agreement otherwise available to Legal Counsel. The remedy provided to the Indemnitees by this indemnification shall survive this Agreement. The provisions of this Section shall specifically survive the termination of this Agreement. The provisions of this Section are intended to require Legal Counsel to furnish the greatest amount of indemnification allowed under Florida law. To the extent any indemnification requirement contained in this Agreement is deemed to be in violation of any law, that provision shall be deemed modified so that Legal Counsel shall be required to furnish the greatest level of indemnification to the Indemnitees as was intended by the parties hereto. 10. DUTY TO DEFEND Legal Counsel agrees, at its own expense, and upon written request by the School Board, to defend any suit, action or demand brought against the School Board on any claim or demand arising out of, resulting from or incidental to Legal Counsel's performance under this Agreement. 11. HOLD HARMLESS Legal Counsel will hold harmless the indemnitees (as hereinafter defined) against any claim, action, loss, damage, injury, liability, cost or expense of whatsoever kind or nature including, but not by way of limitation, attorneys' fees and court costs arising out of bodily injury to persons including death, or damage to tangible property arising out of or incidental to the performance of this contract (including goods and services provided thereto) by or on behalf of Legal Counsel, whether or not due to or caused in part by the negligence or other culpability of the indemnitee. The following are deemed indemnitees:The School Board of Miami-Dade County, Florida and its members, officers and employees. 12.TERMINATION, SUSPENSION AND REASSIGNMENT OF CASES The School Board Attorney, acting on behalf of the School Board, may terminate this agreement at any time and for any reason, upon giving thirty (30) days prior written notice to Legal Counsel. If said agreement should be terminated for convenience as provided herein, the School Board will be relieved of all obligations under this agreement. The School Board will only be required to pay to Legal Counsel approved amounts of the agreement actually performed to the date of termination. The School Board Attorney reserves the right to reassign cases at any time by giving written notice to Legal Counsel. 13. DEFAULT If Legal Counsel fails to fulfill or comply with any of the terms or conditions of the agreement, in whole or in part, the School Board Attorney or the School Board may place Legal Counsel in default status and take any one of the following actions: A. Suspend activities under the agreement, upon 15 days advance written notice by the School Board Attorney or the School Board and withhold further payments, except for those necessary and proper costs which Legal Counsel cannot reasonably avoid during the period of suspension. B. Terminate the agreement for cause, in whole or in part, upon thirty(30)days advance written notice from the School Board Attorney or the School Board. C. Terminate the agreement for cause, in whole or in part, immediately effective upon notice, whenever the School Board Attorney or the School Board determines that Legal Counsel has jeopardized the safety and welfare of the School Board or the public or whenever the fiscal integrity of the agreement has been compromised. D. Invoke any other remedy or remedies that may be legally available. E. The Default provisions contained herein shall in no way limit the School Board Attorney's authority, on behalf of the School Board to terminate this agreement without cause. 14. ACCESS TO RECORDS& RECORDS RETENTION Legal Counsel understands the broad nature of these laws and agrees to comply with Florida's Public Records Laws and laws relating to records retention. The Legal Counsel shall keep and maintain public records required by the School Board to perform the service. The Legal Counsel shall keep records to show its compliance with program requirements. Legal Counsel and subcontractors must make available, upon request of the School Board, a Federal grantor agency, the Comptroller General of the United States, or any of their duly authorized representatives, any books, documents, papers, and records of the Legal Counsel which are directly pertinent to this specific Agreement for the purpose of making audit, examination, excerpts, and transcriptions. Upon request from the School Board's custodian of public records, provide the School Board 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 in this chapter or as otherwise provided by law. Legal Counsel 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 Legal Counsel does not transfer the records to the public agency. The Legal Counsel shall retain all records for five (5) years after final payment is made or received and all pending matters are completed pursuant to Title 34, Sections 80.36(b)(1). Upon completion of the contract, transfer, at no cost, to the School Board all public records in possession of the Legal Counsel or keep and maintain public records required by the School Board to perform the service. If the Legal Counsel transfers all public records to the School Board upon completion of the contract, the Legal Counsel shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Legal Counsel keeps and maintains public records upon completion of the contract, the Legal Counsel shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the School Board, upon request from the School Board's custodian of public records, in a format that is compatible with the information technology systems of the School Board. IF THE LEGAL COUNSEL HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE PROVIDER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 305-995-1128, prr @dadeschools.net, and 1450 NE 2 Avenue, Miami, Florida 33132. 15. INTELLECTUAL PROPERTY RIGHTS Unless federally funded, an invention which is made during the period of this Contract is the sole property of the School Board. Legal Counsel will indemnify and hold harmless the School Board from liability of any nature or kind, including costs and expenses for or on account of any copyrighted, service marked, trademarked, patented or unpatented invention, process, article or work manufactured or used in the performance of the contract, including its use by the District. If Legal Counsel uses any designed, device, materials or works covered by letters, service mark, trademark, patent, copyright or any other intellectual property right, it is mutually agreed and understood without exception that the proposal prices will include all royalties or costs arising from the use of such design, devise or materials in any way involved in the work. 16. BACKGROUND SCREENING REQUIREMENTS In accordance with the requirements of §1012.465, §1012.32, §1012.467 and §1012.468, Florida Statutes, and School Board Policies 8475, 1121.01, 3121.01 and 4121.01 as amended from time to time Legal Counsel, its employees, including but not limited to subcontractors who provide or may provide services under this Contract agree to complete criminal history checks, and all background screening requirements, including level 2 screening requirements as outlined in the above-referenced statutes and School Board Policies prior to providing services to The School Board of Miami-Dade County at Legal Counsel's expense upon obtaining clearance by School Board. The School Board will issue a photo identification badge, which will be worn by the individual at all times while on School Board property when students are present. 17. COMPLIANCE WITH SCHOOL CODE Legal Counsel agrees to comply with all sections of the Florida K-20 Education Code, Title XLVIII, Florida Statutes as it presently exists, and further as it may be amended from time to time. Further Legal Counsel agrees that failure to comply with the Florida K-20 Education Code shall constitute a material breach of this Contract and may result in the termination of this Contract by the School Board. 18. CONFLICT OF INTEREST A. Former Miami-Dade County Public Schools employees, classified as Managerial Exempt Personnel, Pay Grade 22 and above, Dade County Schools Administrators Association, Pay Grade 47 and above, and other equivalent positions, are prohibited from personally representing another person or entity or acting as an agent or attorney for compensation in connection with any matter in which The School Board of Miami-Dade County, Florida is interested, for (2) two years after the School Board employees' service terminates. This provision is pursuant to School Board Policy 1129, 3129 and 4129 and Florida Statutes§112.313(9). Pursuant to School Board Policy 6460, which may be accessed at http://www2.dadeschools.net/School Board/rules, all bidders, proposers, consultants and contractors are required to disclose the names of any of their employees who serve as agents or principals for the bidder, proposer or contractor who, within the last two years, have been or are employees of the School Board. Such disclosures will be in accordance with current School Board rules, but will include, at a minimum, the name of the former School Board employee, a list of the positions the employee held in the last two years of his or her employment with the School Board, and the dates the employee held those positions. NAME LIST OF POSITIONS DATES EMPLOYEE HELD POSITION B. If the legal services to be performed by an attorney pursuant to this agreement involve representation of the School Board in a contested matter, Legal Counsel shall conduct a conflicts analysis on its clients and disclose any actual or potential conflicts to the School Board Attorney and, if required, request a waiver by School Board Attorney. 19. COMPLIANCE WITH BOARD POLICIES Legal Counsel certifies agreement with The School Board of Miami-Dade County, Florida Business Code of Ethics, and agrees to comply with this Code and all applicable School Board contracting and procurement policies and procedures. (School Board Policies 6460 Business Code of Ethics; 6325 Cone of Silence; 6320 Purchasing; 6320.01 Outside Vendors Selling and 6320.02 Minority/Women Business Enterprise Certification Procedures). 20. KEY PERSONNEL The Key Personnel providing services under this agreement are those set forth in Attachment "B" hereto. The rates are set forth under section 4 of this agreement. Any replacement of Key Personnel is subject to approval of the School Board Attorney. Credentials of the replacement personnel are subject to the approval of the School Board Attorney. Legal Counsel shall submit resumes of replacement personnel to the School Board Attorney for review, and the School Board Attorney reserves the right to interview replacement personnel prior to approval. In the event Legal Counsel fails to provide an acceptable replacement, it shall constitute a breach of this agreement. Legal Counsel shall be responsible for briefing of replacement personnel as to the status of the School Board's case(s) at no expense to the School Board. If an attorney should leave the current firm, the School Board Attorney, at his or her option, may allow the case(s)to remain with the current firm or re-qualify the new firm where the attorney is transferring subject to approval by School Board Attorney. 21. LEGAL REQUIREMENTS It shall be the responsibility of Legal Counsel to be knowledgeable of all federal, state, county and local laws, ordinances, rules and regulations that in any manner affect the items covered herein which may apply. Lack of knowledge by Legal Counsel will in no way be a cause for relief from responsibility. 22. CONFIDENTIAL INFORMATION AND RECORDS Legal Counsel understands and agrees that it is subject to all federal and state laws and School Board policies relating to the confidentiality of student information. Legal Counsel further agrees to comply with the Family Educational Rights and Privacy Act ("FERPA"), 34 C.F.R. §99. Legal Counsel shall regard all student information as confidential and will not disclose the student information to any third party except as provided by law. 23. GUIDELINES FOR OUTSIDE COUNSEL Legal Counsel acknowledges receipt of and agrees to abide by the Guidelines, which are attached hereto and incorporated herein by reference (Attachment"A")as they may be amended or updated from time to time. 24. INDEPENDENT CONTRACTOR Legal Counsel agrees and acknowledges that during the existence of this agreement, it acts in the capacity of an independent contractor and that Legal Counsel is not an employee of the School Board. Legal Counsel will be solely and entirely responsible for its acts and the acts of its agents, employees, subcontractors, and representatives in the performance of this agreement. Legal Counsel agrees and acknowledges that during the existence of this agreement Legal Counsel shall be entirely responsible for the liability and payment for Legal Counsel or Legal Counsel's employees or assistants, of all taxes of whatever kind, arising out of the performances in this agreement. Other than the payments described in this agreement, Legal Counsel agrees and acknowledges that Legal Counsel or Legal Counsel's employees or assistants shall not be entitled to any state benefit on account of the services provided hereunder. 25. ASSIGNMENT Legal Counsel may not assign this agreement, or assign or delegate any right or duty under this agreement, without prior written approval from the School Board Attorney. 26. REPORTS Legal Counsel acknowledges that documents generated in the course of representation of a governmental body may be subject to Florida Public Records Law, Chapter 119, Florida Statutes. Legal Counsel will exercise professional judgment and care not to generate documents which are subject to public information requests that are intended to be confidential or confidential attorney-client communications. This is particularly important in the presentation of invoices where incidental notation may tend to reveal litigation strategies or confidential information. This subsection shall not be interpreted to limit Legal Counsel's duty to provide full disclosure to the School Board and the School Board Attorney as necessary in Legal Counsel's judgment to represent the School Board with due professional care or as required by applicable law or disciplinary rules. 27. AUDIT The School Board or its authorized representative shall have the right of full access and right to audit upon reasonable notice and during regular business hours, any of Legal Counsel's records supporting the billing to the School Board; and the right to recover any excess billings as a result of that audit. Any audit shall be at the expense of the School Board. Excess billings include, but are not necessarily limited to, costs not specified in this agreement or any hours or parts thereof billed for which Legal Counsel has no supporting records, time sheets, appointment calendars or any other records used for billing purposes. Any adjustment or payments which must be made as a result of such audit shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the audit findings to Legal Counsel. 28. SEVERABILITY/INTERPRETATION The fact that a particular provision in this agreement is held under any applicable law to be void or unenforceable in no way affects the validity of other provisions, and the other provisions of the agreement will remain in full force and effect and will continue to be binding on both parties. Any ambiguous or conflicting terms shall be interpreted and construed in such a manner as to accomplish the purpose of the agreement. 29. GOVERNING LAW AND VENUE This agreement shall be construed in accordance with the laws of the State of Florida, without regard to its choice of law rules. Any dispute with respect to this agreement is subject to the laws of Florida. The proper venue for any action will be Miami-Dade County. Each party shall be responsible for its own attorneys' fees and costs incurred as a result of any action or proceeding under this agreement. 30. PREPAYMENT The School Board will not make any advance payments before performance by Legal Counsel under this contract. 31.WRITTEN NOTICE DELIVERY Any notice required or permitted to be given under this agreement by one party to the other party shall be in writing and shall be given and deemed to have been given immediately if delivered in person to the recipient's address set forth in this section or on the date shown on the certificate of receipt if placed in the United States mail, postage prepaid, by registered or certified mail with return receipt requested, addressed to the receiving party at the address hereinafter specified. Legal Counsel's Address. The address for Legal Counsel for all purposes under this agreement and for all notice hereunder shall be: "Firm Name" Attn: "Contact Person" "Address" "City, State Zip" School Board's Address. The address for the School Board Attorney and the School Board for all purposes under this agreement and for all notice hereunder shall be: The School Board of Miami-Dade County, Florida Attn:Walter J. Harvey, School Board Attorney 1450 Northeast 2nd Avenue, Suite 430 Miami, Florida 33132 32. PAYMENT OF TAXES BY STATE The School Board is not responsible for and will not pay local, state, or federal taxes. 33.TAXPAYER ID Legal Counsel's federal employer ID number is: [Insert FEINT. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA (as to the School Board) BY: Signature Assistant School Board Attorney-Signature/Date (Superintendent of Schools or Designee) (Name Typed) SUBMITTED BY: [FIRM NAME] BY: School Board Attorney—Signature [Contact Name] Practice Area Attorney—Signature Address:[Address.] [City, State Zipl F.E.I.N. (If Legal Counsel)[Insert FEIN]. Risk Management—Signature School Board Employee: Yes ❑ No •