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HomeMy WebLinkAboutexhibit- service agreementPROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement ("Agreement" or "Contract"), made and entered into this day of , A.D., 20 , and effective , 20_, by and between the City of Miami, Florida, a municipal corporation of the State of Florida, party of the first part, (hereinafter referred to as the "City"), and Florida International University (FIU), Metropolitan Center, party of the second part (hereinafter referred to as the "Contractor"). WITNESSETH: That the parties hereto, for the considerations hereinafter set forth, mutually agree as follows: ARTICLE 1: SCOPE OF WORK The Contractor shall furnish all personnel, materials, supervision, equipment, and transportation and perform all the work in the manner and form provided by the Contract Documents, for the services entitled: "Earned Income Credit Project" ("Services") CONTRACT DOCUMENTS All of the documents hereinafter listed form the Contract, and they are as fully as part of the Contract as if hereto attached, or repeated in this Agreement: Scope of Work as outlined in Attachment "A" ARTICLE 2: CONTRACT SUM The City shall pay to the Contractor, subject to additions and deductions, all as provided in the Proposal and other Contract Documents, the sum not to exceed $150,000. ARTICLE 3: TERM The term of this Agreement shall commence on the effective date and immediately after it is signed by the City Manager for a period of five (5) years. ARTICLE 4: OPTIONS TO RENEW The City Manager or designee has the option to renew this agreement for two (2) additional one (1) year periods. ARTICLE 5: ESCALATION CLAUSE During the term of this Contract, an escalation in price may occur annually, as long as Contractor notifies the City Manager or designee with written notice thirty (30) days prior to commencing the project of such increase. The increase may not exceed 5% annually and requires approval by the City Manager or designee. ARTICLE 6: PAYMENT In accordance with the provisions fully set forth in the Scope of Work and Proposal, and subject to additions and deductions as provided, the City shall pay the Contractor as follows: (a) The contractor shall produce an annual draft of a report regarding the Earned Income Credit Project ("Draft") and an annual final report ("Final Report"). (b) Upon the Contractor's submission of its invoice and a report evidencing that the Services have been performed to the satisfaction to the City, in accordance with the Contract Documents, payment shall be made within thirty (30) calendar days. The invoice shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should City require one to be performed. ARTICLE 7: TIME OF COMPLETION The Contractor shall commence the Services the number of days defined in the Contract Documents, and shall fully complete the Contract in accordance with the Contract Documents, except that the parties agreed that the due date for the annual draft report is due April 1st of every year; and, that the due date for the final report is due on April 30th of every year. In the instance that the above mentioned dates occur within a weekend both reports will be due on the next business day. ARTICLE 8: INDEMNIFICATION Subject to the limitations of Section 768.28, Florida Statutes, Contractor shall indemnify, defend and hold harmless the City, its officials, employees and agents (collectively referred to as "Indemnities") from and against any and all claims, liabilities, losses and causes of action which may arise out of Contractor's activities under this Agreement, including all other acts or omissions to act on the part of Contractor, including any person acting for or on its behalf, and from and against any orders, judgments, or decrees which may be entered and from and against any and all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claims, or investigation thereof. Nothing herein shall be deemed to waive the rights, privileges and immunities as are enjoyed by the State of Florida, the Florida Board of Governors, and the Florida International University Board of Trustees. ARTICLE 9: INSURANCE Contractor shall, at all times during the term hereof, maintain such insurance coverage as required under Section 768.28 of the Florida Statutes and other applicable state laws. Evidence of such coverage shall be furnished to the City on Certificates of Insurance indicating such insurance to be in full force in effect and providing that it will not be canceled during the performance of the services under this contract without thirty (30) calendar day's prior written notice to the City. Such coverage shall cover the Services provided under this agreement. Execution of a Contract is contingent upon the receipt of proper insurance documents. Nothing herein shall be deemed to waive the rights, privileges and immunities as are enjoyed by the State of Florida, the Florida Board of Governors, and the Florida International University Board of Trustees. 2 ARTICLE 10: DEFAULT: If either party fails to comply with any material term or condition of this Agreement or fails to perform any of its obligations hereunder, then said party shall be in default. Upon the occurrence of a default hereunder either party, in addition to all remedies available to it by law, may immediately, upon written notice to the other party, terminate this Agreement. In any instance, in which the City terminates the agreement under this paragraph, all payments, advances, or other compensation paid by the City to Contractor while Contractor was in default shall be immediately returned to the City except for expenses actually incurred by Contractor in performance of its obligations under the Ag reement. Contractor understands and agrees that termination of this Agreement under this section shall not release Contractor from any obligation accruing prior to the effective date of termination. Should Contractor be unable or unwilling to commence to perform the services within the time provided or contemplated herein, then, in addition to the foregoing, Contractor shall be liable to the City as provided by law. ARTICLE 11: COMPLIANCE WITH ALL LAWS Contractor understands that agreements between State agencies and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. City and Contractor 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. ARTICLE 12: ASSIGNMENT This Agreement shall not be assigned by Contractor, in whole or in part, without the prior written consent of the City, which may be withheld or conditioned, in the City's sole discretion. 3 IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and date first above written in herein, each of which shall, without proof or accounting for the other counterparts, be deemed an original contract. WITNESS: The Florida International University Board of Trustees Print Name: Director Print Title Division of Sponsored Research and Training (Corporate Seal) Employer Tax I.D. Number-650177616 Approved as to form and legal sufficiency: FIU Office of the General Counsel ATTEST: CITY OF MIAMI Priscilla A. Thompson City Clerk Joe Arriola City Manager APPROVED AS TO APPROVED AS TO INSURANCE REQUIREMENTS: FORM AND CORRECTNESS Dania F. Carrillo Alejandro Vilarello, City Attorney Risk Management Administrator 4 ATTACHMENT A Scope of Services for Earned income Credit Project 1. Send three mailers concerning the Earned Income Credit (one to tax professionals and two to all City of Miami households). 2. Create and distribute a print and publishing campaign for the City of Miami concerning the Earned Income Credit. 3. Create and fully staff a call center to field calls and address any questions or concerns regarding the Earned Income Credit Program to run through the last day of tax collection, April 15tn 4. Manage and coordinate all efforts. Dates of Project Begins: January 23rd or last week of January of every year Ends: June 30th of every year Budget Subcontractors $133,000 Expense $ 9,500 5% Indirect $ 7,500 Project Total $150,000 5