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HomeMy WebLinkAboutpsaPROFESSIONAL SERVICES AGREEMENT This Agreement is entered into this f 94i day of Ie l.Q.L , 2003 (but effective as of February 27th, 2003) by and between the City of Miami, a municipal corporation of the State of Florida ("City") and DavisLogic Inc., d/b/a All Hands Consulting, a Maryland corporation ("Provider"). RECITALS: A. The City has issued a Request for Proposal ("RFQ") for the provision of Comprehensive Emergency Management Planning 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. 03-190, adopted on February 27th, 2003, 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 one (1) year commencing on the effective date hereof. 3. OPTION TO EXTEND: The City Manager shall have the option to extend the term hereof for one (1) year, subject to availability and appropriation of funds. 4. SCOPE OF SERVICE: A. Provider agrees to provide the Services as specifically described, and under the special terms and conditions set forth in this Agreement and Attachment "A" hereto, which by this reference is incorporated into and made a part of this Agreement. Should the City determine additional services are required in addition to those reflected in Attachment "A," an amendment to this Agreement must be executed by all parties employing the same formalities as were used in the 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 herein and in Attachment "A". 5. COMPENSATION: A. The amount of compensation payable by the City to Provider shall be based on the rates and schedules described in Attachment "B" providing said services delineated as Part A services for a total amount guaranteed not to exceed $397,606.00; and should the City determine to implement Part B services, thereby authorizing an additional amount guaranteed not to exceed ComprehensiveEmergencyMgmtPlanV32Final 12 2 $180,534.00 and which by this reference is incorporated into this agreement; provided, however, that in no event shall the total amount of compensation on a cumulative basis, exceed $578,140.00. The City shall have no liability to pay or reimburse any amount in excess of the guaranteed maximums, which are authorized by the City for eligible services furnished by Provider. B. Unless otherwise specifically provided in Attachment "B", payment shall be made within forty five (45) days after receipt of Provider's proper 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 (i.e. Attachment "B" expressly 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. Invoices shall be sufficiently detailed so as to comply with Florida's Prompt Payment Act, § 218.70, Florida Statutes. All reimbursement are included within are a portion of the guaranteed maximum amounts set forth in Section 5 A. 6. OWNERSHIP OF DOCUMENTS: Provider understands and agrees that any data, software, hardware, plans, diagrams, information, documents, reports or any other materials whatsoever which is given by the City to Provider or which is otherwise obtained, created, compiled 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, data, 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. Provider shall tender all such documents to the City within seven (7) days of termination or a cancellation of this agreement or when requested by the City, as applicable. Provider's non-compliance shall be ComprehcnsiveEmergencyMgmtplanV32 Final 12 3 cause for the City to withhold any payments due and Provider shall have no recourse from the withholding or nonpayment of funds pursuant to this section unless it has delivered all documents and data to the City as required. 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. 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 it 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. ComprehensiveEmergencyMgmtPlanV32Final l2 4 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. Provider will not claim a trade secret or proprietary information exemption for any data or document prepared by virtue of this agreement. If required by law or by the City Provider shall assign to the City (at no charge) any and all copyrights, trademarks or similar rights in the documents and data provided by it under this agreement, 10. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Providers understand 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. 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 specifically 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, proximately caused by any act, omission, default or negligence (whether active or passive) of Provider or its employees, agents or subcontractors (collectively referred to as ComprehensiveEmergencyMgmtPlanV32Final 12 "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, codes, 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 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 Manager, 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 of the Services. ComprehensiveEmergencyMgmtPlanV32FinaI12 6 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 the amount of compensation hereunder does not exceed $50,000 the City Manager's decision shall be final. In the event that the amount of compensation hereunder exceeds $50,000, the City Manager's decision shall be modified, approved or disapproved by the City Commission. Provider shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, (as may be disapproved, modified or 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, for convenience, 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. An event of default shall include ComprehensiveEmergencyMgmtPlanV32Final 12 7 without limitation: Provider's failure to comply with the terms of this Agreement; failure to timely submit its work product , deliverables or other material to the City of Miami; failure to maintain the required insurance or to honor the indemnity/ hold harmless provisions herein; or any other cause attributable to Provider which in the reasonable professional opinion of the City Manager constitutes a substantial or material failure to provide the services or documents at an acceptable level of utility to the City such as failure of the plan to comply with law or to consider transportation/ demographic/ geographic factors . 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 Risk Management Administrator. All such insurance, including renewals, shall be subject to the approval of the City Risk Management Administrator 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 Risk Management Administrator. 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 Risk Management Administrator , 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 Comprehensive EmergencyMgmtPlan V32Fina1 12 8 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, are excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 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 Provider hereby acknowledges receipt of which. 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. ComprehensiveEmergencyMgmtPIan V 32 Final 12 9 18. ASSIGNMENT: The Provider's services are considered unique in nature. This Agreement shall not be assigned, sold or transferred by Provider, in whole or in part, without the prior written consent of the City Manager which may be withheld or conditioned, in the City Manager'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: Steven C. Davis DavisLogic Inc., dba All Hands Consulting 10025 Maple Avenue Columbia, Md. 21046 Chief Joseph R. Fernandez Department of Fire -Rescue City of Miami 444 SW 2nd Avenue, 10`h Floor Miami, Florida 33130 20. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in any action shall be in Miami -Dade County, Florida in order to expedite the conclusion of any action the parties agree to waive their right to trial by jury, their right to file permissive counterclaims, or to claim attorney's fees in any civil or administrative action between them arising from this agreement. B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. Comprehensive EmergencyMgmtPlan V 32Final 12 10 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. 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. ComprehensiveEmergencyMgmtPlanV32Final 1 2 11 23. 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 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. 27. USE BY OTHER LOCAL GOVERNMENTS: Other local governments in Florida, including, without limitation, Cities, Counties, School and Special Districts may purchase directly, subject to their respective compliance with applicable laws, the Services being provided in this contract, when the Provider and the awarding local government agree to enter into a separate, independent contract to that effect. The City of Miami makes no representations or warranties to any third party local government as to the suitability, availability or efficacy of such services. ComprehensiveEmergencyMgmtPlanV32Final l2 12 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. ATTEST: Priscilla A. Thompson, City C erk ATTEST: Print Name: Wendy L. Davis Title: Corporate Secretary APPROVED AS TO FO CORREC ILARELLO Attorney "City" CITY OF MIAMI, a municipal corporation By: Arriola, CI y Manager "Provider" DavisLogic Inc., dba All Hands Consulting, a Maryland corporation By: Print Name:Steven C. Davis Title: Vice -President of Operations APPROVED AS TO INSURANCE REQUIREMENTS: Diane Ericson Administrator Risk Management Division ComprchensiveEmergencyMgmtPIan V32Final I 13 Attachment "A" — Scope of Work All Hands Consulting Professional Services Agreement for City of Miami Comprehensive Emergency Management Planning Services project The following outline summarizes the All Hands Consulting Scope of Work for the City of Miami Comprehensive Emergency Management Program Part A Phase I - Project Initiation and Baseline Assessment 1. Launch the Project 2. Hold a kick-off meeting, obtain background info 3. Analyze current situation. 4. Attend meetings with staff to gather information 5. Review existing plans, orders of succession 6. Conduct Risk Assessment 7. Conduct a Hazard Vulnerability Analysis 8. Conduct High-level B1A 9. Conduct Technology Assessment 10. Conduct Business Strategy Review 11. Conduct EOC Review Phase II - Response and Recovery 1. Determine City's "Concept of Operations": 2. Determine CEMP structure, format, and content. 3. Identify planning process participants and development of planning process workbook. 4. Receive questionnaire/planning process workbooks from City, compile information and data for inclusion into CEMP. 5. Develop an ESF "primary/support" responsibility matrix. 6. Design EOC organization chart 7. Produce a first draft of the CEMP (incl. COOP/COG) 8. Develop Functional Continuity Plans 9. Develop FOGs 10. Produce a second draft of the CEMP 11. Prepare final draft Plan. 12. Produce final Plan. 13. Produce Summary Report. 14. Present the Plan and Determine Next Steps ComprehensiveEmergencyMgmtPlanV32Final t 2 14 Attachment "A" — Scope of Work All Hands Consulting Professional Services Agreement for City of Miami Comprehensive Emergency Management Planning Services project Part B Phase III - Mitigation Planning 1. Survey of Mitigation Projects and Initiatives 2. Identification of Hazards. 3. Develop Local Mitigation Strategy Phase IV — Readiness 1. Prepare and conduct initial drills and training 2. Provide After Action Reviews Phase V — Implementation 1. Emergency Management Program Review (CAR) 2. Circulate for comment, answer questions 3. Attend meetings with staff City staff, to review comments 4. Conduct Table Top Exercise and Drills 5. Provide After Action Reviews 6. Monitor Implementation of Plan 7. Develop strategic workplan ComprehensiveEmergencyMgmtPlanV32Final l2 15 All Hands Consulting Attachment B The following table outlines the All Hands Consulting pricing structure for the City of Miami Comprehensive Emergency Management Planning Services project. All Hands Consulting will invoice the City of Miami on a weekly basis based for actual hours worked at the rates displayed below, Each invoice will include reimbursable expenses and shall be accompanied by sufficient supporting documentation. Payment will be made by the City of Miami within forty-five (45) days after receipt of the invoice. Phase/Task slat! 11a\, I'arl .\ lii 4 Stall I);i.,,, I':ui li 0 _am Rate hale ('util t'q, I'a11 ‘ s 117,4110 $ 4,000 ('util is i. I'Arl II s S - nos$ I.\tcMilli 4 "tit s i8,1i.la $ 4,000 4,000 Phase I - 1'r1lieel IIIiIi.tlion Launch the Project Hold a kick-off meeting, obtain background Information. Mr=- $ 125 $ 4,000 Analyze current situation. 4 -MI $ 4,000 $ - $ 4,000 Attend meetings with staff to gather Information 6 Ermi $ 6,000 $ - $ 6,000 Review existing plans, orders of succession ©- $ 85 $ 2,040 $ - EMIR $ 2,040 S 6,400 Conduct Risk Assessment 5 - $ 160 $ 6,400 Conduct a Huard Vulnerability Analysis 40 - $ 85 $ 27,200 $ - $ 27,200 Conduct High-level BIA 24 - $ 160 $ 30,720 $ - 5 30,720 Conduct Technology Assessment MILIMENIMI $ 160 $ 10,240 ram $ 10,240 Conduct Business Strategy Review 5 - $ 160 $ 6,400 $ - Ea= S - BEM S 6,400 $ 20,400 S 166,4110 $ 1,360 Conduct EOC Review Phase 11 - Response and Recovery 30 1911 2 - Il IIIIIIIM $ 85 Rate S 20,400 S 166,4011 $ 1,360 Determine City's "Concept of Operations": Determine CEMP structure, format, and content. 6 1=11111Ein $ 4,080 S - $ 4,080 Identify planning process participants and development of • lannin . ' rocess workbook. ©_®$ 5,440 $ - $ 5,440 Receive questionnaire/planning process workbooks from City, cam ' ile information and data for inclusion into CEMP. 111. $ 85 $ 2,720 $ - S 2,720 Develop an ESF "primary/support" responsibility matrix. ©- $ 85 $ 1,360 DEM $ 1,360 Design EOC organization chart 2 EKEI $ 1,360 $ - $ 1,360 Produce a first draft of the CEMP (incl. COOP/COG) 46 - $ 110 5 40,480 IMII$ $ - 40,480 $ 38,400 Develop Functional Continuity Plans 30 _ $ 160 $ 38,400 Develop FOCs 40 -• $ 27,200 $ - 5 27,200 Produce a second draft of the CEMP ®- $ 110 $ 10,560 $ - $ 10,560 Prepare final draft Plan. 12 - $ 110 $ 10,560 $ - $ 10,560 Produce final Plan. 16 - $ 110 S 14,080 S 14,080 Produce Summary Report. 5 $ 110 $ 4,400 $ - $ 4,400 Present the Plan and Determine Next Steps 5 - $ 110 $ 4,400 $ 4,400 Prepared by Steve Davis 3/21/2003 16