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HomeMy WebLinkAboutprofessional service agreementPROFESSIONAL SERVICES AGREEMENT This Agreement entered into this day of , 2003, by and between the City of Miami ("City") and Urbana Research & Consulting, Inc., a Florida corporation ("Provider"). WITNESSETH WHEREAS, the City of Miami Department of Community Development (DCD) has, informally, solicited Urbana Research & Consulting, Inc. for the provisions of consulting services in the preparation of the City of Miami's Five -Year Consolidated Plan as outlined in the attached Scope of Services (Attachment "A"); and WHEREAS, Provider has submitted to the City a Scope of Services which has been deemed acceptable to the City and which is, by this reference, incorporated into this Agreement; (the "Services"); and WHEREAS, the City and Provider wish to set for the terms ands conditions pursuant to which Provider will render the Services. NOW, THEREFORE, in consideration of the mutual covenants and other obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties agree as follows: I TERMS: The term of this Agreement shall be one (1) year commencing upon full execution of this Agreement. II SCOPE OF SERVICE A. Provider agrees to provide the Services as specifically described, and subject to the special 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 City 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 City, including payment of permits fees, occupational licenses, etc., nor in the performance of any obligations to the City, (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; and (iv) the Services will be performed in the manner described in Attachment "A". III COMPENSATION In consideration of the services to be provided pursuant to this Agreement, the City agrees to pay to the Provider, Forty -Nine Thousand Five Hundred Dollars ($49,500.00) as outlined in the Scope of Services (Attachment "A"). Payment shall be made within thirty (30) days after receipt of Provider's invoices accompanied by proper documentation. In no event shall the amount of compensation due hereunder exceed the sum of $49,500.00. Iv COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS Both parties shall comply with all applicable laws, ordinances and codes of Federal, State and local governments. V 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 messenger service or by registered mail addressed to the other party at the address indicated herein ore as the same may be changed form 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. TO PROVIDER: URBANA RESEARCH & CONSULTING, INC. 8567 Coral Way, #360 Miami, Florida 33155 B. TO THE CITY: Joe Arriola, City Manager Office of the City Manager 3500 Pan American Drive Miami, Florida 33133 Alejandro Vilarelio, City Attorney Office of the City Attorney 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 Barbara Gomez -Rodriguez Director Department of Community Development 444 S.W. 2nd Avenue, 2nd Floor Miami, Florida 33130 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 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 of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to confirm with such laws, or if not modifiable to conform with such laws, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. Provider agrees that all documents maintained and generated pursuant to this Agreement be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. VI OWNERSHIP OF DOCUMENTS Any information, writings, contract documents, reports or any other matter whatsoever which is given by City or the 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 purpose whatsoever without the written consent of City. VII NONDELEGABILITY The obligations undertaken by Provider pursuant to this Agreement shall not be delegated or assigned to any other person or firm without the City's prior written consent, which may be withheld in the City's sole discretion. VIII AUDIT RIGHTS The City reserves the right to audit the records of Provider at any time during the performance of this Agreement and for a period of three (3) years after final payment is made under this Agreement. XI AWARD OF AGREEMENT Provider warrants that it has not employed or retained any person employed by City to solicit or secure this Agreement and that it has not offered to pay, paid, or agree to pay any person employed by City any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. X CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to the laws of the State of Florida. XI SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the parties herein, their heirs, executors, legal representatives, successors, and assigns. XII INDEMNIFICATION Provider agrees to indemnify and safe the City harmless from and against any and all claims, liabilities, losses, and causes of action, which may arise out of Provider's activities under this Agreement, including all acts or omissions to act of the Provider, including any person acting for or on its behalf, and, from and against any order, judgments or decrees which may be entered, and from and against all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claims, or in the investigation thereof. City. XIII INSURANCE Provider shall at all times maintain such insurance coverage as may be required by the XIV CONFLICT OF INTEREST A. Provider covenants that it has no personal financial interests, direct or indirect, in the work product of this Agreement. 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 the Provider or its employees must be disclosed in writing to the 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 2-1 1.1) and the State of Florida, and agrees to fully comply in all respects with the terms of said laws. xv INDEPENDENT CONTRACTOR Provider shall be deemed to be an independent contractor, and not an agent or employee of the City. XVI TERMINATION OF CONTRACT The City retains the right to terminate this Agreement at any time prior to the completion of the services required under Section II hereof without any penalty to the City. In that event, notice of termination of this Agreement shall be in writing to Provider, given at least ten (10) days in advance of termination. Provider shall be paid for those services performed prior to the termination date, and the amount of payment shall be in proportion to the services rendered. It is hereby understood by and between the City and Provider that any payments made in accordance with this Section to Provider shall be made only if Provider is not in default under the terms of this Agreement. If Provider is in default, the City shall in no way be obligated and shall not pay to Provider any sum whatsoever. XVII NONDISCRIMINATION Provider agrees that there shall be no discrimination because of race, color, sex, religion, age, disability, marital status or national origin, in connection with performance under this Agreement. Furthermore, that no qualified individual shall, solely by reason of his/her race, color, sex, religion, age, disability, marital status or national origin, be excluded from the participation in, or be subjected to discrimination under any program or activity receiving federal financial assistance. XVIII MINORITY PROCUREMENT COMPLIANCE Provider acknowledges that it has been furnished a copy of Ordinance No. 10062, the Minority Procurement Ordinance of the City of Miami, and agrees to comply with all applicable substantive and procedural provisions therein, including any amendments thereto. XIX CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for services and is subject to amendment or termination due to lack of funds, or authorization, reduction of funds and/or change in regulations. XX 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 the City, in addition to all other remedies available by law, and in its sole discretion, upon written notice to Provider, may cancel and terminate this Agreement, and all payments, advances, or other compensation paid to Provider by the City while Provider was in default of the provisions herein contained, shall be forthwith returned to the City. XXI ENTIRE AGREEMENT This instrument and its attachments constitute the sole and only agreement of the parties hereto relating to said grant 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 is of no force or effect. XXII AMENDMENTS No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. 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. URBANA RESEARCH & CONSULTING, INC. BY: Rosa Davis, President Ines Hernandez-Siqueira Vice -President CITY OF MIAMI, a municipal Corporation ATTEST: BY: Priscilla A. Thompson, City Clerk Joe Arriola, City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS REQUIREMENTS Alejandro Vilarello Ramona Fiumara, Assistant Risk City Attorney Management Administrator