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HomeMy WebLinkAboutexhibit 2- psaForm I(a) SERVICES AGREEMENT OR PROFESSIONAL SERVICES AGREEMENT This Agreement is entered into this day of , 200_ (but effective as of ) by and between the City of Miami, a municipal corporation of the State of Florida ("City") and , a corporation ("Provider"). RECITAL A. The City has issued a Request for Proposals ("RFP") for the provision of General Appraisal and Appraisal -Related Services ("Services") and Provider's proposal ("Proposal"), in response thereto, has been selected as the most qualified proposal for the provision of the Services. The RFQ and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are by this reference incorporated into and made a part of this Agreement. B. The Commission of the City of Miami, by Resolution No. , adopted on , 200_, approved the selection of Provider and authorized the City Manager to execute a contract, 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: The term of this Agreement shall be for two (2) years commencing on the effective date hereof. 3. OPTION TO EXTEND: The City shall have the option(s) to extend the term hereof for a period of three (3) additional years with one (1) year period each, subject to availability and appropriation of funds. City Commission approval shall not be required as long as the total extended term does not exceed three (3) years, or a period equal to the original term of this Agreement, whichever is longer. 4. SCOPE OF SERVICE: A. Provider agrees to provide the Services as specifically described, and under 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 under the Solicitation Documents for the performance of the Services; (ii) it is not delinquent in the payment of any sums due the City, including payment of permit 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". 5. COMPENSATION: A. The amount of compensation payable by the City to Provider will be from funds allocated from the operating budgets of the various user departments, as may be 2 adjusted from time to time by the City Commission in the Annual Appropriations/ Capital Improvements Ordinances, or as otherwise adjusted as permitted by law. B. Unless otherwise specifically provided in Attachment `B" for Appraisal Related Consulting Services only, all payments 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 expenditures, should City require one to be performed. If Provider is entitled to reimbursement of travel expenses, then all bills for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. 6. OWNERSHIP OF DOCUMENTS: Provider understands and agrees that any information, document, report or any other material whatsoever which is given by the City 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 City. Provider agrees not to use any such information, document, report or material for any other purpose whatsoever without the written consent of City, which may be withheld or conditioned by the City in its sole discretion. 7. AUDIT AND INSPECTION RIGHTS: A. The City may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the City 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. 3 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 and/or the terms of the Solicitation Documents, 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. 8. AWARD OF AGREEMENT: Provider represents and warrants to the City that it has not employed or retained any person or company 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 any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 9. PUBLIC RECORDS: Provider understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City 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 City. 10. 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 4 public records, conflict of interest, record keeping, etc. City and Provider agree to comply with and observe all applicable laws, codes and ordinances as they may be amended from time to time. 11. INDEMNIFICATION: Provider shall indemnify, defend and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnitees") and each of them 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 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 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, 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 the Provider's liability to such 5 employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. 12. 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 the City, in addition to all remedies available to it by law, may immediately, upon written notice to Provider, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to Provider while Provider was in default shall be immediately returned to the City. 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 City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. 13. RESOLUTION OF CONTRACT DISPUTES: Provider understands and agrees that all disputes between Provider and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Provider being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds $50,000, the City Manager's decision shall be approved or disapproved by the City Commission. Provider shall not be entitled to seek judicial relief unless: (i) it has first received City 6 Manager's written decision, approved by the City Commission if the amount of compensation hereunder exceeds $50,000, 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 (90 days if City Manager's decision is subject to City Commission approval); or (iii) City has waived compliance with the procedure set forth in this section by written instruments, signed by the City Manager. 14. CITY'S TERMINATION RIGHTS: A. The City 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 City shall pay to Provider compensation for services rendered and expenses incurred prior to the effective date of termination. In no event shall the City be liable to Provider for any additional compensation, other than that provided herein, or for any consequential or incidental damages. B. The City shall have the right to terminate this Agreement, without notice to Provider, upon the occurrence of an event of default hereunder. In such event, the City shall not be obligated to pay any amounts to Provider and Provider shall reimburse to the City all amounts received while Provider was in default under this Agreement. 15. INSURANCE: Provider shall, at all times during the term hereof, maintain such insurance coverage as may be required by the City. All such insurance, 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 7 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, however, 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. 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. NONDISCRIMINATION: Provider represents and warrants to the City 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. 8 17. MINORITY AND WOMEN BUSINESS AFFAIRS AND PROCUREMENT PROGRAM: The City has established a Minority and Women Business Affairs and Procurement Program (the "M/WBE Program") designed to increase the volume of City procurement and contracts with Blacks, Hispanic and Women -owned business. The M/WBE Program is found in Ordinance No. 10062, a copy of which has been delivered to, and receipt of which is hereby acknowledged by, Provider. Provider understands and agrees that the City shall have the right to terminate and cancel this Agreement, without notice or penalty to the City, and to eliminate Provider from consideration and participation in future City contracts if Provider, in the preparation and/or submission of the Proposal, submitted false of misleading information as to its status as Black, Hispanic and/or Women owned business and/or the quality and/or type of minority or women owned business participation. 18. ASSIGNMENT: This Agreement shall not be assigned by Provider, in whole or in part, without the prior written consent of the City's, which may be withheld or conditioned, in the City's sole discretion. 19. 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 CITY: 9 (Blank) City of Miami Lori Bilberry, Assistant Director Department of Economic Development 444 S. W. 2"d Ave. 3rd Fl Miami, FL 33130 20. 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 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 conform with such laws, or if not modifiable, 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. 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 properly authorized representatives of the parties hereto. 21. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 10 22. INDEPENDENT CONTRACTOR: Provider has been procured and is being engaged to provide services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, Provider shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Provider further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Provider, and agrees to provide workers' compensation insurance for any employee or agent of Provider rendering services to the City under this Agreement. 23. 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 termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice. 24. REAFIRMATION OF REPRESENTATIONS: Provider hereby reaffirms all of the representations contained in the Solicitation Documents. 25. 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. 26. 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. 11 27. SPECIAL INSURANCE AND INDEMNIFICATION RIDER: Please initial if applicable: ssr:•, 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. "City" CITY OF MIAMI, a municipal ATTEST: corporation By: Priscilla A. Thompson, City Clerk Joe Arriola, City Manager 12 ATTEST: Print Name: Title: Corporate Secretary "Provider" a corporation By: Print Name: Title: President APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: ALEJANDRO VILARELLO Dania F. Carrillo City Attorney Risk Management 13 ATTACHMENT "A" GENERAL APPRAISAL and APPRAISAL -RELATED SERVICES General Appraisal Services (Part I Services): Encompasses general appraisal and appraisal - related services for properties identified by the City, as specific property description and assignment requirements will be furnished at the time an assignment is made. Appraisal -Related Consulting Services (Part II Services): Will be used to provide information to the Miami -Dade County Property Appraiser, which will support assessment before the Value Adjustment Board (VAB). General Appraisal Services established a Qualified Proposer's List ("List") of qualified appraisal firms classified under each Category "A", Category "B", Category "C", and/or Category "D", to assist the Department of Economic Development and other City departments/offices/entities in obtaining appraisal and appraisal -related services. Prospective Proposers qualified for one of more of the Lists. The Categories are defined below. CATEGORY "A": Non -Complex (generally suited for a single use) — including, but not limited to, unimproved and improved parcels, office buildings, warehouses, industrial, commercial, retail, residential properties, and other market standard unimproved and improved properties. CATEGORY "B": Complex — (multiple potential uses and/or having complex features) — including, but not limited to, unimproved parcels, atypical market size, and non -market standard properties, golf courses, stadiums, marinas, and other improved and unimproved properties that are complex in nature. CATEGORY "C": Special Purpose Property — including, but not limited to, appraising property involving partial interests, air rights, water rights, easements, partial site development, parcels with historically significant improvements, and parcels with environmental or historical considerations (i.e. environmentally sensitive land) or other special purpose type properties. CATEGORY "D": Other —including, but not limited to, appraising machinery, equipment, as well as entire contents of buildings and personal property. Personal property is defined as tangible, movable property that is utilitarian, collectible, decorative or a combination of the three. Part I General Appraisal Services: For those who qualified to provide Part I Services, the City will identify a specific work assignment on a per Category basis, at which time all the qualified Proposers from the applicable Category will be requested to prepare a written fee proposal/quote for the services. An acceptable proposal shall include a comprehensive total fee in an amount the City determines is fair, competitive, and reasonable considering the scope and complexity of the work assignment. There shall be no additional reimbursable out-of-pocket expenses or travel time. Award for a specific assignment shall be made to the qualified Proposer who agrees to meet timetable for completion, if applicable, and offers the overall lowest total cost to provide required services. 14 Award of Work Assignments: When the City identifies a work assignment, all the qualified Proposers from the applicable Category will be requested to prepare a written fee proposal/quote for the services. An acceptable proposal shall include a comprehensive total fee in an amount the City determines is fair, competitive, and reasonable considering the scope and complexity of the work assignment. There shall be no additional reimbursable out-of-pocket expenses or travel time. Award for a specific assignment shall be made to the qualified Proposer who agrees to meet timetable for completion, if applicable, and offers the overall lowest total cost to provide required services. The City offers no guarantee as to the number or frequency of work assignments or the amount of payments to be received by the qualified Proposer(s) under the terms of the Contract. The City further reserves the right to add additional qualified appraisal firms at any time should it be deemed necessary. Part II Appraisal -related Consulting Services — The utilization of Part II services seeks to provide information and/or perform appraisals to be provided to the Miami -Dade County Property Appraiser, which will support the assessment before the Value Adjustment Board (VAB). If requested by the City, the qualified Proposer(s) shall, jointly with City staff, attend meetings with the Miami -Dade County Property Appraiser's Office to present its findings prior to a Value Adjustment Board (VAB) hearing. If additional documents related to a subject property are submitted to the Property Appraiser's Office prior to the VAB hearing, qualified Proposer(s) may be requested by the City to review his/her findings based upon those documents submitted and update his/her findings, if necessary. Such review must be conducted in a timely manner. In addition, and if requested by the City, qualified Proposer(s) shall be required to testify as an expert witness at the VAB Hearing(s). Award of Work Assignments: Specific periodic work assignments will be identified by the City on an as needed, when needed basis. When such work assignments are identified, a qualified Proposer shall be selected from the List on a rotational basis for each assignment. In the event the next qualified Proposer is unable to provide the services within the time frame required by the City, the City may continue on a rotational basis until identifying a qualified Proposer that can perform the work in the timetable required for completion. It should be noted that the City reserves the right to offer the consultant that performed a particular market study with a right of first refusal to attend VAB hearings for properties covered by the market study prepared by said consultant, should it be in the best interests of the City. The City further reserves the right to add additional qualified appraisal firms at any time should it be deemed necessary. The City shall pay the qualified Proposer(s) for Part II Services, on the basis of an hourly rate of not more than the rates identified herein. These fees, as identified on Attachment B, shall remain fixed and firm throughout the duration of the initial two (2) years of the Contract. Should it be approved by the City, these hourly rates may increase by a total amount not to exceed 10% over the final three (3) renewal optional years. Other classifications and/or rates not specifically listed 15 herein may also be identified and added from time to time, however, at no time shall the maximum hourly rate exceed the maximum rate specified. For appraisal services, the qualified Proposer(s) shall make a field inspection and identification of the property and shall make such investigations and studies as are appropriate and necessary to enable the qualified Proposer(s) to derive sound conclusions and to prepare the appraisal report to be furnished under the contract. Upon completion of the inspections, investigations and studies, the qualified Proposer(s) shall prepare, furnish and deliver to the City an appraisal report in four copies covering said property. The appraisal analysis and report shall, in form and substance, conform to the Uniform Standards of Professional Appraisal Practice (USPAP). The appraisal report shall present adequate factual data to support each rate, percentage or amount used in sufficient detail to permit a comprehensive review of the appraisal report; shall relate conclusions to those facts, and shall include other items identified as necessary in this section. Appraisal assignments will either require a complete appraisal or limited appraisal, and may be either a self contained, summary or restricted appraisal report, as defined by USPAP. A specific description of the property to be appraised or the type of consultation required will be furnished at the time the order is placed. The type of appraisal (complete or limited) and type of report (self contained, summary or restricted) will be identified with the order. Normally, the property description will include as much pertinent information as the City has available. Appraisal related consulting services may range from verbal discussions to written reports, or may include such activities as the gathering of data including, but not limited to, operating expense data and vacancy rates and capitalization rates, preparing market analysis, furnishing and analyzing comparable sales, furnishing and analyzing rental data, performing market studies of current inventories and absorption rates, preparing highest and best use analysis, preparing feasibility studies, providing testimony, or providing other appraisal related or consulting services. These services shall also be performed in accordance with USPAP. The property is to be appraised in fee simple interest, unless otherwise stated, subject to any outstanding rights, reservations, easements and conditions furnished at the time of order. 16 ATTACHMENT "B" FEE SCHEDULE FOR APPRAISAL RELATED CONSULTING SERVICES ONLY Value Adjustment Board Hearings (VAB) The City shall pay the Provider(s) not more than the following on the above category. Those fees shall remain fixed and firm throughout the duration of this Agreement. Sr. Appraiser (5 Yrs. or more experience) Jr. Appraiser (2-5 yrs. experience) Research Staff Maximum Hourly Rate $140.00 $ 90.00 $ 60.00 There shall be no reimbursable out-of-pocket expenses or travel time. 17