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HomeMy WebLinkAboutexhibit 1 -psaPROFESSIONAL SERVICES AGREEMENT This Agreement is entered into this day of , 2004 (but effective as of ) by and between the Civilian Investigative Panel ("CIP"), a limited agency and instrumentality of the City of Miami, a municipal corporation of the State of Florida ("City") and a corporation ("Provider"). RECITALS: A. The City has issued a Request for Letters of Interests ("RFLI") for the provision of Investigative 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 RFLI 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. Provider possesses all necessary qualifications and expertise to perform the Services. C. The CIP wishes to engage the services of Provider, and Provider wishes to perform the services for CIP, under the terms and conditions set forth herein. D. The CIP, by Resolution No. , adopted on 200_, approved the selection of Provider for the provision of the Services required under this Agreement, and authorized the CIP Executive Director to execute a contract, under the terms and conditions set forth herein. E. The Commission of the City of Miami, by Resolution No. adopted on , 200_, approved the selection of Provider for the provision of the Services required under this Agreement, and authorized the CIP Executive Director 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 CIP 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 through September 30, 2004, commencing on the effective date hereof. 3. OPTION TO EXTEND: The CIP shall have the option to extend the term hereof for a period of one (1) year subject to availability and appropriation of funds. CIP and City Commission approval shall not be required as long as the total extended term does not exceed two (2) 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 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 CIP 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 or its agencies, including payment of permit fees, occupational licenses, etc., nor in the performance of any obligations to the City or its agencies, (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, tpr:CiP Professional Services Agreement for investigators5 2 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 CIP to Provider shall be based on the rates and schedules described in Attachment "B" hereto, which by this reference is incorporated into this Agreement, subject to availability and appropriation of funds.. B. Unless otherwise specifically provided in Attachment "B", payment 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 CIP require one to be performed. If Provider is entitled to reimbursement of travel expenses (Le. Attachment `B" 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, as amended. b. OWNERSHIP OF DOCUMENTS: Provider understands and agrees that any information, document, report or any other material whatsoever which is given by the CIP 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 CIP. Provider agrees not to use any such information, document, report or material for any other purpose whatsoever without the written consent of CIP's Executive Director, which may be withheld or conditioned by the CIP in its sole discretion. 7. AUDIT AND INSPECTION RIGHTS: A. The City and CIP may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the CIP to Provider under this Agreement, audit, or tpr:CIP Professional Services Agreement for Investigators 3 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 or CIP may, at reasonable times during the term hereof, inspect Provider's facilities and perform such tests, as the CIP 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 and CIP all reasonable facilities and assistance to facilitate the performance of tests or inspections by CIP representatives. All tests and inspections shall be subject to, and made in accordance with, the provisions of Section 18-95 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 CIP that it has not employed or retained any person or company employed by the CIP 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 CIP's contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the CIP 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. tpr:CIP Professional Services Agreement for Investigators5 4 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 public records, conflict of interest, record keeping, etc. CIP and Provider agree to comply with and observe all applicable federal, state and local laws, rules, regulations, codes and ordinances, as the may be amended from time to time. 11. INDEMNIFICATION: Provider shall indemnify, defend and hold harmless the City, the CIP 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 tpr:CIP Professional Services Agreement for Investigators5 5 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 CIP, 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 CIP 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 CIP for all expenses incurred by the CIP in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the CIP in the re - procurement of the Services, including consequential and incidental damages. Intibmwmaw.4 wItitar g 01%7,011 14. 4 IPll. .-:. pa_S is to Vr •, • tpr:CIP Professional Services Agreement for Investigators5 6 PP i 14. CIP'S TERMINATION RIGHTS: A. The CIP 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 CIP shall pay to Provider compensation for services rendered and expenses incurred prior to the effective date of termination. In no event shall the CIP be liable to Provider for any additional compensation, other than that provided herein, or for any consequential or incidental damages. B, The CIP shall have the right to terminate this Agreement, without notice or liability to Provider, upon the occurrence of an event of default hereunder. In such event, the CIP shall not be obligated to pay any amounts to Provider and Provider shall reimburse to the CIP 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 and the CIP. 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 canceled during the performance of the services under this contract without thirty (30) calendar days prior written tpr:CIP Professional Services Agreement for Investigators5 7 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 the required change in policy coverage would otherwise take effect. 16. CONFLICT OF INTEREST: A. Provider is aware of the conflict of interest laws of the City of Miami Code Chapter 2, Article V, Dade County, Florida (Dade County Code, Section 2-11.1 et. seq.) and of the State of Florida as set forth in the Florida Statutes, and agrees that it will fully comply in all respects with the terms of said laws and any future amendments thereto. B. Provider covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with the City. Provider further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to services provided hereunder. Any such conflict of interest(s) on the part of Provider, its employees or associated persons, or entities must be disclosed in writing to the City. tpr:CIP Professional Services Agreement for Investigators5 8 17. NONDISCRIMINATION: Provider represents and warrants to the CIP 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. 18. 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. 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. 19. ASSIGNMENT: This Agreement shall not be assigned by Provider, in whole or in part, without the CIP's prior written consent which may be withheld or conditioned, in the CIP's sole discretion. 20. 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 tpr:C1P Professional Services Agreement for ]nvestigators5 9 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 the CIP Executive Director Civilian Investigative Panel 155 S. Miami Avenue, Phl-B. Miami, Florida 33130 and to: City Manager City of Miami 3500 Pan American Drive Miami, Florida 33133 With a copy to: City Attorney City of Miami 444 SW 2nd Avenue, Suite 945 • Miami, Florida 33130 CIP Independent Counsel Law Offices of Levine & Finger Madison Circle Executive Bldg. 3191 Coral Way, Suite 1010 Miami, Florida 33145 To the Provider: 21. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State Iof Florida. Venue for any legal proceedings shall be Miami -Dade County, Florida. B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. tpr:CIP Professional Services Agreement for Investigators5 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. 22. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 23. INDEPENDENT CONTRACTOR: Provider is being engaged to provide services to the CIP as an independent contractor, and not as an agent or employee of the City or the CIP. 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 or the CIP are not available to Provider, and agrees to provide workers' compensation insurance for any employee or agent of Provider rendering services to the CIP under this Agreement. tpr:CIP Professional Services Agreement for Investigators5 11 24. 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. 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. 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: Print Name: Print Title: ATTEST: Print Name: Title: Corporate Secretary "CIP" Civilian Investigative Panel a limited agency and instrumentality of the City of Miami, a municipal corporation Shirley E. Richardson Executive Director "Provider" a corporation By: Print Name: Title: APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: tpr:CIP Professional Services Agreement for Investigators5 12 Alejandro Vilarello Dania Carrillo City Attorney Risk Management Administrator tpr:CLP Professional Services Agreement for Investigators5 13