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HomeMy WebLinkAboutExhibit 1PROFESSIONAL SERVICES AGREEMENT This Agreement entered into this day of effective as of 2009, (but by and between the City of Miami, a municipal corporation of the State of Florida, hereinafter referred to as ("City") and the University of Miami Gordon Center for Research in Medical Education, a Florida non -for-profit educational entity, hereinafter referred to as ("Provider") RECITALS: A. The City of Miami, Department of Fire -Rescue, is in need of a qualified, professional to provide the delivery of Emergency Response to Terrorism (ERT) training for the Miami Urban Area's first responders. B. Provider possesses all necessary qualifications and expertise to perform the Services. C. The City wishes to engage the services of Provider, and Provider wishes to perform the services for the City, under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Provider and the City 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: This AGREEMENT shall commence immediately after it is approved by the Miami City Commission and signed by the City Manager and shall run through the end of the UASI Grant Program 2007, 2008 and 2009 (subject to budgetary approval), or until all deliverables are met. 3. OPTION TO EXTEND: Upon mutual agreement to the parties executed prior to the end of the UASI Grant Program 2009, this AGREEMENT may be renewed for two (2) additional one-year periods, to coincide with any and all approved extensions to any of the UASI Grants. 4. SCOPE OF SERVICE: A. Provider will provide the services as detailed in Attachment "A" as incorporated herein. 1 5. COMPENSATION: A. City shall pay Provider compensation on a reimbursement basis. The guaranteed maximum compensation for the services required shall not exceed 5220,000; for scope of work detailed in Attachment A. The City shall not be liable for any cost, fee, expense, reimbursable expenditure or charge except as expressly allowed by this section. B. Such compensation shall be paid on the following basis: i. Provider will be reimbursed for the purchase of equipment as detailed in Section 1 of Attachment A upon presentation of appropriate invoices, proof of purchase, vehicle title, and inspection of equipment by appropriate City staff. ii. Provider will be reimbursed for tuition costs as indicated in Section 2 of Attachment A for DHS/ODP approved classes provided to approved emergency responders from the defined Miami Urban Area (designated employees of City of Miami, Miami -Dade County, Broward County, Monroe County, and the jurisdictions within the counties and hospitals within these jurisdictions). Tuition costs can be reimbursed only upon presentation of proof of attendance by approved and designated personnel in specific classes as approved by the Miami UASI Urban Area Administrator and as detailed in Attachment A. iii. Provider will be paid based upon receipt and approval of Outcomes Assessment and Quality Improvement deliverables by the Miami UASI Urban Area Administrator as outlined in Section 3 of Attachment A. C. City shall have the right to review and audit all related records of Provider pertaining to any payments and/or reimbursement by the City. 6. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Both parties shall comply with all applicable laws, ordinances and codes of federal, state and local governments. In addition, the Provider agrees to be bound by the terms of any agreements between the City and State of Florida, Division of Emergency Management, which provide funding for this Agreement. 7. GENERAL CONDITIONS: A. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail addressed to the other parry at the address indicated herein or as the same may be changed from 2 time to time. Such notice shall be deemed given on the day on which personally served; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CITY OF MIAMI Reginald K. Duren, Miami UASI Urban Area Administrator City of Miami Fire Department 1151 NW 7th Street, 3`a Floor Miami, FL 33136 PROVIDER Michael S. Gordon, M.D., Ph.D Director University of Miami Gordon Center for Research in Medical Education "Clinical Research Building" 1120 NW 14th Street, 1" Floor Miami, FL 33136 B. Title and paragraph heading are for convenient reference and are not a part of this Agreement. i. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms in this Agreement shall rule. ii. 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. iii. Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City, such provisions paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severable, and in the event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. 8. OWNERSHIP OF DOCUMENTS: All documents developed by Provider under this Agreement pursuant to paragraph II hereof shall be available to the City, without limitation on its use while this contract remains in effect. Provider agrees that all documents maintained and generated pursuant to this contractual relationship between City and Provider shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. 3 It is further understood by and bemeen the parties that any training and development - related information, writings, reports or any other matter whatsoever which is given by City to Provider pursuant to this Agreement shall at all times remain the property of the City and shall not be used by Provider for any other purposes whatsoever without the written consent of City. 9. NONELEGABILITY: That the obligations undertaken by Provider pursuant to this Agreement shall not be delegated or assigned to any other person or firm unless City shall first consent in writing to the performance or assignment ,-f such service or any part thereof by another person or firm. 10. AUDIT RIGHT AND INSPECTION RIGHTS: A. The City reserves the right to audit the records of Provider pertaining to the work and payments related to this project at any time during the performance of this Agreement and for a period of five years after final payment are made under this Agreement. B. The City may, at reasonable times during the term hereof, inspect Provider's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Provider under this Agreement conform to the terms hereof, if applicable. Provider shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City 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 same may be amended or supplemented, from time to time. 11. AWARD OF AGREYMENT: Provider warrants that it has not employed or retained any person employed by the City to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person employed by the City any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. 12. CONSTRUCTION OF AGREEMENT: This Agreement shall be construed and enforced according to the laws of the State of Florida. 13. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties herein, their heirs, executors, legal representatives, successors, and assigns. 14. INDEMNIFICATION: Provider shall indemnify, defend and hold harmless the City and its officials, employees and agents and the Division of Emergency Management of the State of Florida (collectively referred to as "Indemnitees") and each of them from and against all loss, 0 14111A 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 contemplated by this Agreement which is or is alleged to be directly or indirectly causes, in whole or in part, by any act, omission, default or negliaence (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 paragraphs herein or the failure of the Provider to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal or state, n 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 the Provider's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. 15. INSURANCE: Provider shall, at all times during the term hereof, maintain such insurance coverage as may be required by the City. All such insurances, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage shall be furnished to the City 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 City. Completed Certificates of Insurance shall be filed with the City prior to the performance of services hereunder, provided, howevar, that Provider shall at any time upon request file duplicate copies of the policies of such insurance with the City. If, in the judgment of the City, prevailing conditions warrant the provision by Provider of additional liability insurance coverage or coverage which is different in kind, the City 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. 5 1F7ain Should the Provider fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Contract shall be considered terminated on the date that the required change in policy coverage would otherwise take effect. 16. CONFLICT OF IN t .:.REST: A) Provider covenants that no person under its employ who presently exercises any functions or responsibilities in connection with this Agreement has any personal financial interests, direct or indirect, with City. Provider further covenants that, in the performance of this Agreement, no person having such conflicting interest shall be employed. Any such interests on the part of Provider or its employees, must be disclosed in writing to City. B) Provider is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Dade County Florida (Dade County Code Section 2-11.1) and the State of Florida, and agrees that it shall fully comply in all respects with the terms of said laws. 17. INDEPENDENT CONTRACTOR: Provider and its employees and agents shall be deemed to be independent contractors, and not agents or employees of City, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of City, or any rights generally afforded classified or unclassified employees; further he/she shall not be deemed entitled to the Florida Work( rs' Compensation benefits as en employee of City. 18. TERMINATION OF CONTRACT: City retains the right to terminate this Agreement at any time prior to the completion of the services required pursuant to paragraph II hereof without penalty to City. In that event, notice of termination of this Agreement shall be in writing to Provider, who shall be paid for those services performed prior to the date of its receipt of the notice of termination. In no case, however, will City pay Provider an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between City and Provider that any payment made in accordance with this Section to Provider shall be made only if said Provider is not in default under the terms of this Agreement. If Provider is in default, then City shall in no way be obligated and shall not pay to Provider any sum whatsoever. 19. NONDISCRIMINATION: Provider agrees that it shall not discriminate as to race, sex, marital status, color, creed, national origin, age, or handicap in connection with its performance under this Agreement. 6 Furthermore, that no othenvise qualified individual shall, solely by reason of his/her race, sex, marital status, color, creed, national origin, age, or handicap, be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. 20. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack �,' funds, or authorization, reduction of funds, and/or change in regulations. 21. DEFAULT PROVISION: In the event that Provider shall fail to comply with each and every term and condition of this Agreement or fails to perform any of the terms and conditions contained herein, then City, as its sole option, upon written notice to Provider may cancel and terminate this Agreement, and all payments, advances, or other compensation paid to Provider by City while Provider was in default of the provisions herein contained, shall be forthwith returned to City. 22. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and only Agreement of the parties hereto relating to said grant and correctly sets 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. 23. AMENDMENTS: No amendments to this Agreement shall be binding on either party unless in writing and signeO.' y both parties. 24. MISCELLANEOUS: A. The Provider will allow City inspectors, agents or representatives the ability to monitor its compliance with safety precautions as required by federal, state or local laws, rules, regulations and ordinances. By performing these inspections the City, its agents, or representatives are not assuming any liability by virtue of these laws, rules, regulations and ordinances. The Provider shall have no recourse against the City, its agents, or representatives from the occurrence, non-occurrence or result of such inspection(s). Upon issuance of a notice to proceed, the Provider shall contact the Risk Management Department at (305) 416-1700 to schedule the inspection(s). B. Provider shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, Provider shall take affirmative steps to ensure nondiscrimination in employment of disabled persons. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the respective officials thereunto duly authorized, this the day and year first above written. APPROVED AS TO INSURANCE REQUIREMENTS: By: LeeAnn Brehm, Director Risk Management Is161sw By: Priscilla A. Thompson, City Clerk WITNESSES: Print Name: Print Name: ,,, 8 APPROVED AS TO FORM AND CORRECTNESS: Julie 0. Bru, City Attorney "City" CITY OF MIAMI, a municipal corporation of the State of Florida: By: Pedro G. Hernandez, City Manager "Provider" THE UNIVERSITY OF MIAMI GORDON CENTER FOR RESEARCH IN MEDICAL EDUCATION, FLORIDA Michael S. Gordon, M.D. PhD Director