11-2268 Authorizing Cooperative Purchase from Dunlap & Associates for Financial Advisory Services

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undertake and shall request the opinion of the City as to whether such association, interest or circumstance would, in the opinion of the City, constitute a conflict of interest'if entered into by the Consultant. The City agrees to notify the Consultant by certified mail of its opinion within thirty (30) calendar days of receipt of the said notification and request for opinion. If, in the opinion of the City, the prospective business association, interest or circumstance would not constitute a conflict of interest by the Consultant, the City sliall so state in its opinion and the Consultant may, at its option, enter into said association, interest or circumstance and it shall .be deemed not in conflict of interest with respect to services provided to the City by Consultant under this Agreement. 21.5 Iir the event Consultant is permitted to utilize subcontractors to perform any services required by this Agreement. Consultant agrees tp prohibit such subcontractors, by written contract, from having any conflicts as within the meaning'of this section. 22. PUBLIC _ENTITY CRIMES ACT. Consultant represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes), and certifles that Consultant and its subconsultants under this Agreement have not been placed en the convicted vendor list maintained by the State of Florida Department of Management Services within 36 months from the data of submitting a proposal for this Agreement or entering into this Agreement. Violation of this section may result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from City's competitive procurement activities. 23. LOBBYING CERTIFICATION. Consultant certifies to the best of its knowledge and belief that no funds or other resources 'received from the City in connection with this Agreement will be used directly or indirectly to influence legislation or any other official action by the Florida Legislature or any state agency. 24, Intentionally Omitted. 25, GOVERNING LAW. This Agreement shall be construed and interpreted, and the rights of the parties hereto determined, in accordance with Florida law. The City and Consultant submit to the jurlsdictioir of Florida courts and federal courts located in Florida. The parties agree that proper venue for any suit concerning this Agreement shall be Mianii -Dade County, Florida, or the Federal Southern District of Florida. CONSULTANT agrees to waive all defenses to any suit filed in Florida based upon improper venue or forrvn nonconveniens. TO ENCOURAGE PROMPT AND EQUITABLE RESOLUTION OF ANY LITIGATION, EACH PARTY HEREBY WAIVES ITS RIGHTS TO A TRIAL BY JURY IN ANY LITIGATION RELATED TO THIS AGREEMENT. M. SEVERABILITY. In- the event that any sentence, section, paragraph or portion of this Agreement shall be held by a court to be invalid for any reason, such invalidity shall not affect the remaining portions of this Agreement and the same shall remain in full force and effect. 27. WAIVER. Any waiver by either party hereto of any one or more of the covenants, conditions, or provisions of this Agreement, shall not be construed to be a waiver of any subsequent or other breach of the same or any covenant, condition or provision of this Agreement. 28, BEADiNGS, The headings contained in this Agreement are provided for convenience only and shall not be considered in construing, interpreting or enforcing this Agreement. Ily