Loading...
HomeMy WebLinkAboutOMNI-CRA-R-01-0027ITEM 4 OWd/CRA RESOLUTION NO. 0 1 -. 2 ,17 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE OMNI COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING THE CPA EXECUTIVE DIRECTOR TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT IN A FORM ACCEPTABLE TO THE CITY ATTORNEY WITH INDEPENDENT MECHANICAL DESIGNERS AND CONSULTANTS, INC. ("IMDC") FOR MISCELLANEOUS PROFESSIONAL ENGINEERING DESIGN SERVICES INCLUDING BUT NOT LIMITED TO MECHANICAL, ELECTRICAL, EQUIPMENT COORDINATION AND FIRE PROTECTION IN THE CRA'S ONGOING PROJECTS AND PROGRAMS IN AN AMOUNT NO TO EXCEED $250,000. WHEREAS, the CRA Board has approved several programs and projects requiring Electrical and Mechanical Engineering services; and WHEREAS, the Public Health Trust of Miami -Dade County, Florida ("PHT") by Resolution No. PHT 05/00 dated May 2000 entered in professional service agreement with IMDC for complete professional engineering design services, including but not limited to mechanical, engineering, equipment coordination and fire protection in an amount not to exceed $250,000; and OMU/CRA 01- 27 WHEREAS, IMDC`s agreement is for a three (3) year period and expires May 30, 2003; and WHEREAS, the OMNI/CRA desires to "piggyback" off the existing contract between IMDC and the Public Health Trust of Miami -Dade County, Florida in an amount not to exceed $250,000. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLROIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are incorporated as if fully set forth in this Section. Section 2. The CRA Board of Directors authorizes the Executive Director to enter into a professional services agreement in a form acceptable to the City Attorney with IMDC for complete professional engineering design services, including but not limited to mechanical, engineering, equipment Page 2 of 3 OMW/CRA 01- 2'7 coordination and fire protection, in an amount not to exceed $250,000.000. Section 3. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 9th day of August 2001 ATTEST: Wal r J. Foeman City Clerk Arthu Page 3 of 3 0NM/C.RA 0.1- 27 PROFESSIONAL SERVICES AGREEMENT This Agreement is entered into this P day of December_, 2001 (but effective as of by and between the Southeast Overtown/Park West Community Redevelopment Agency, a body corporate and politic of the State of Florida (hereinafter referred to as the "CRA") and Independent Mechanical Designers Services ('IMDC' , a Florida corporation ("Provider"). RECITALS: A. The CRA is in need of Professional services ("Services"). B. Provider possesses all necessary qualifications and expertise to perform the Services. C. The CRA wishes to engage the services of Provider, and Provider wishes to perform the services for the CRA, under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Provider and the CRA agree as follows: TERMS: 1. RECITALS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. TERM: The term of this Agreement shall be one (1) year , commencing as of the date hereof and ending one (1) Year thereafter 1� r 3. SCOPE OF SERVICE: A. Provider agrees to provide the Services as specifically described, and subject to the terms and conditions set forth, in Attachment "A" hereto, which by this reference is incorporated into and made a part of this Agreement. B. Provider represents and warrants to the CRA that: (i) it possesses all qualifications, licenses and expertise required for the performance of the Services; (ii) it is not delinquent in the payment of any sums due the CRA, including payment of permit fees, occupational licenses, etc., nor in the performance of any obligations to the CRA, (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each of them; and (iv) the Services will be performed in the manner described in Attachment "A". 4. COMPENSATION: A. The amount of compensation payable by the CRA to Provider shall be based on the rates and schedules described in Attachment "A" hereto, which by this reference is incorporated into this Agreement; provided, however, that in no event shall the amount of compensation paid to Provider hereunder exceed $ 250,000.00 B. Unless otherwise specifically provided in Attachment "A", payment shall be made within forty five (45) days after receipt of Provider's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of all expenditures, should the CRA require an audit to be performed. If Provider is entitled to reimbursement of travel expenses {i.e. Attachment "A" includes travel expenses as a specific item of compensation], then all bills for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. 2 5. OWNERSHIP OF DOCUMENTS: Provider understands and agrees that any information, document, report or any other material whatsoever which is given by the CRA to Provider or which is otherwise obtained or prepared by Provider pursuant to or under the. terms of this Agreement is and shall at all times remain the property of the CRA. Provider agrees not to use any such information, document, report or material for any other purpose whatsoever without the written consent of the CRA, which may be withheld or conditioned by the CRA in its sole discretion. 6. AUDIT AND INSPECTION RIGHTS: A. The CRA may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the CRA to Provider under this Agreement, audit, or cause to be audited, those books and records of Provider which are related to Provider's performance under this Agreement. Provider agrees to maintain all such books and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement. B. The CRA may, at reasonable times during the tern hereof, inspect Provider's facilities and perform such tests, as the CRA deems reasonably necessary, to determine whether the goods or services required to be provided by Provider under this Agreement conforn to the terns hereof, if applicable. Provider shall snake available to the CRA all reasonable facilities and assistance to facilitate the performance of tests or inspections by CRA representatives. All tests and inspections shall be subject to, and made in accordance with, the provisions of Section 18-55.2 of the Code of the City of Miami, Florida, as the same may be amended or supplemented, from time to time. 3 q 7� 7. AWARD OF AGREEMENT: Provider represents and warrants to the CRA that it has not employed or retained any person or company employed by the CRA to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, conunission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. S. PUBLIC RECORDS: Provider understands that the public shall have access, at all reasonable times, to all documents and information pertaining to CRA contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the CRA and the public to all documents subject to disclosure under applicable law. Provider's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the CRA. 9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Provider understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. CRA and Provider agree to comply with and observe all applicable federal, state and local laws, rules, regulations, codes and ordinances, as they may be amended from time to time. 10. INDEMNIFICATION: Provider shall indemnify, defend and hold harmless the CRA and its officials, employees and agents (collectively referred to as "Indemnitees") and each of theirs from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with: (i) the performance or non-performance of the Services 11 contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of Provider or its employees, agents or subcontractors (collectively referred to as "Provider"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default or negligence (whether active or passive) of the Indemnitees, or any of them, or (ii) the failure of the Provider to comply with any of the terms, conditions or requirements hereof or the failure of the Provider to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement. Provider expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of Provider, or any of its subcontractors, as provided above, for which Provider's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. 11. DEFAULT: If Provider fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then Provider shall be in default. Upon the occurrence of a default hereunder, in addition to all remedies available to it by law, the CRA may immediately, upon written notice to Provider, tenninate this Agreement. In such event, all payments, advances, or other compensation paid by the CRA to Provider while Provider was in default shall be immediately returned to the CRA. Provider understands and agrees that termination of this Agreement under this section shall not release Provider from any obligation accruing prior to the effective date of termination. Should Provider be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Provider shall be liable to the CRA for all expenses incurred by the 5 CRA in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the CRA in the re -procurement of the Services, including consequential and incidental damages. 12. RESOLUTION OF CONTRACT DISPUTES: Provider understands and agrees that all disputes between Provider and the CRA based upon an alleged violation of the terms of this Agreement by the CRA shall be submitted to the City Manager of the City of Miami for his/her resolution, prior to Provider being entitled to seek judicial relief in connection therewith. Provider shall not be entitled to seek judicial relief unless: (i) it has first received the City Manager's written decision; or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation; or (iii) the CRA has waived compliance with the procedure set forth in this section by written instruments signed by the City Manager. 13. CRA'S TERMINATION RIGHTS: A. The CRA shall have the right to terminate this Agreement, in its sole discretion, at any time, by giving written notice to Provider at least five (5) business days prior to the effective date of such termination. In such event, the CRA shall pay to Provider compensation for services rendered and expenses incurred prior to the effective date of termination. In no event shall the CRA be liable to Provider for any additional compensation, other than that provided herein, or for any consequential or incidental damages. B. The CRA shall have the right to terminate this Agreement, without notice or liability to Provider, upon the occurrence of an event of default hereunder. In such event, the CRA shall not be obligated to pay any amounts to Provider and Provider shall reimburse to the CRA all amounts received while Provider was in default under this Agreement. 0 14. INSURANCE: Provider shall, at all times during the tenn hereof, maintain such insurance coverage as may be required by the CRA. All such insurance, including renewals, shall be subject to the approval of the CRA for adequacy of protection and evidence of such coverage shall be furnished to the CRA on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled during the performance of the Services under this contract without thirty (30) calendar days prior written notice to the CRA. Completed Certificates of Insurance shall be filed with the CRA prior to the performance of the Services hereunder, provided, however, that Provider shall at any time upon request file duplicate copies of the policies of such insurance with the CRA. If, in the judgment of the CRA, prevailing conditions warrant the provision by Provider of additional liability insurance coverage or coverage which is different in kind, the CRA reserves the right to require the provision by Provider of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Provider fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the CRA's written notice, this Agreement shall be considered terminated on the date the required change in policy coverage would otherwise take effect. 15. CONFLICT OF INTEREST: A. Provider is aware of the conflict of interest laws of the City of Miami (Miami City Code Chapter 2, Article V), Dade County, Florida (Dade County Code, Section 2-11.1 et. seq.) and of the State of Florida as set forth in the Florida Statutes, and agrees that it will fully comply in all respects with the terns of said laws and any future amendments thereto. 7 l� n B. Provider covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with the CRA.. Provider further covenants that, in the perfonnance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to the Services provided hereunder. Any such conflict of interest(s) on the part of Provider, its employees or associated persons, or entities must be disclosed in writing to the CRA. 16. NONDISCRIMINATION: Provider represents and warrants to the CRA that Provider does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Provider's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Provider further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 17. ASSIGNMENT: This Agreement shall not be assigned by Provider, in whole or in part, without the prior written consent of the CRA, which may be withheld or conditioned, in the CRA's sole discretion. 18. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO PROVIDER: TO THE CRA: Annette Lewis, Acting Executive Director Community Redevelopment Agency 300 Biscayne Boulevard Way Suite 43 0 Miami, FL 33131 19. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. D. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be detennined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terns and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. E. This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by property authorized representatives of the parties hereto. 6 20. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 21. INDEPENDENT CONTRACTOR: Provider is being engaged to provide services to the CRA as an independent contractor, and not as an agent or employee of the CRA. Accordingly, Provider shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the CRA, nor any rights generally afforded classified or unclassified employees. Provider further understands that Florida Workers' Compensation benefits available to employees of the CRA are not available to Provider, and agrees to provide workers' compensation insurance for any employee or agent of Provider rendering services to the CRA under this Agreement. 22. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or tennination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice. 23. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 24. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. 10 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. "Provider" ATTEST: IMDC, a Florida corporation Print Name: Title: Corporate Secretary ATTEST: Walter J. Foeman, City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: Mario Soldevilla, Administrator Risk Management IT-CRA-Professional Services Agt By: Print Name: Title: President Omni Community Redevelopment Agency, a body corporate and politic of the State of Florida By: Annette Lewis, Acting Executive Director APPROVED AS TO FORM AND CORRECTNESS: Alejandro Vilarello City Attorney