Loading...
HomeMy WebLinkAboutexhibit PSAPROFESSIONAL SERVICES AGREEMENT This Agreement is entered into this day of , 2004 (but effective as of ) by and between the City of Miami, a municipal corporation of the State of Florida ("City") and Florida International University, a Florida educational institution ("Provider"). RECITALS: A. The City has been awarded a grant from the Florida Department of Transportation (FDOT), in the amount of $60,000 (the "Grant"), for the purpose of Technical Support to the Overtown Area for Transportation -Related Projects (the "Program"). B. In accordance with the provision of the Grant, the City requires technical support services ("Services") in order to establish and implement the Program. C. Provider possesses all necessary licenses, qualifications and expertise to perform the Services. D. The Commission of the City of Miami, by Resolution No. 04-0565, adopted on September 9, 2004, approved the acceptance of the Grant for the provision of the Services required under the Program, 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 commence on the effective date hereof and, unless terminated in accordance with the provisions hereof, shall continue until July 31, 2006. if the Provider does not complete the project within this time period, this Agreement will automatically expire unless an extension of time is requested by the Provider and granted in writing by the City and FDOT. 3. OPTION TO EXTEND: The City shall have the option to extend the term hereof for a period not to exceed one (1) year, subject to the prior written approval by FOOT and availability and appropriation of Grant 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 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 permit fees, occupational licenses, etc., nor in the performance of any obligations to the City, (iil) 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 shall be based on the rates and schedules described in Attachment "B" hereto, which by this reference is incorporated into this Agreement; provided, however, that in no event shall the amount of compensation exceed $57,000. 2 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 City require one to be performed. If Provider is entitled to reimbursement of travel expenses (i.e. 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. - 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. 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. Provider shall make available to the City all reasonable facilities 3 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 Sections 18-100 and 18-101 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 PROGRAM REQUIREMENTS AND FEDERAL, STATE AND LOCAL LAWS: Provider shall comply with all requirements imposed by the Grant for the Program, including reporting, record keeping and other requirements. Provider shall also 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. 11. INDEMNIFICATION: To the extent permitted by and within the limitations of Florida Statute Section 768.28, the Provider shall indemnify, defend and hold harmless the City and its officials, employees and agents (collectively referred to as "lndemnitees") and each of them from and against all Toss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or Liabilities (collectively referred to as "Liabilities") by reason of any injury to or 4 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 (collectively referred to as "Provider"), 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. To the extent permitted by and within the limitations of Florida Statutes Section 768.28, the provider expressly agrees to indemnify and hold harmless the lndemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of Provider, 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 material 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, and/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. 13. CITY'S TERMINATION RIGHTS: A. Each party shall have the right to terminate this Agreement, by giving the other party at least five (5) business days' prior written notice, upon discontinuance or termination of the Program, unavailability of funds under the Grant, or if the City determines, in its sole 5 discretion, that continuation of the Program or of Provider's services are no longer in the best interest of the City. In the event of termination by the City, 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 or liability to Provider, upon the occurrence of an event of default under the Grant or under this Agreement. 14. INSURANCE: Provider, a State of Florida agency, will provide proof of general liability insurance coverage under the State of Florida Risk Management Trust Fund, established pursuant to Florida Statutes, Section 284.30 and administered by the State of Florida Department of Insurance, and will provide worker's compensation insurance as required by Statute. 15. 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. 16. MINORITY AND WOMEN BUSINESS AFFAIRS AND PROCUREMENT PROGRAM: The City has established a Minority and Women Business Affairs and Procurement Program (the "MIWBE Program") designed to increase the volume of City procurement and contracts with Blacks, Hispanic and Women -owned business. The MIWBE Program is found in Ordinance No. 10062, a copy of which has been delivered to, and receipt of which is hereby 6 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. 11. 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. 18. 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: Sylan C. Jolibois, Ph.D. City of Miami Florida International University Director, Dept. of Capital Improvements Department of Civil and Engineering 444 S.W. 2nd Ave., 8th Floor University Park, EAS 3608 Miami, FL 33130 Miami, FL 33199 19. MISCELLANEOUS PROVISIONS: 7 A. This Agreement shall be construed and enforced according to the laws of the State of Florida. Venues in any proceedings arising under this agreement shall be in Miami -Dade County, 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. 20. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 21. 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 8 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. 22. 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.. - 23. 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. 24. 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. 25. ADA:. In the course of providing any work, labor or services funded by the CITY, GRANTEE (or its agents and representatives, as applicable) shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") including Titles I & II of the ADA regarding non-discrimination on the basis of disability, and related regulations, guidelines and standards as appropriate. Additionally, GRANTEE will take affirmative steps to ensure non- discrimination in employment of disabled persons. 9 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. "Provider" ATTEST: Florida International University, A Florida educational institution By: Print Name: Print Name: Title: Corporate Secretary Title: President "City" CITY OF MIAMI, a municipal ATTEST: corporation By: Priscilla A. Thompson, City Clerk Joe Arriola, City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Jorge L. Fernandez Dania Carrillo City Attorney Administrator, Risk Management 10 Attachment A PROPOSED TRANSPORTATION PROJECTS IMPACTING THE OVERTOWN COMMUNITY: TECHNICAL SUPPORT TO LEADERSHIP GROUPS IN THE OVERTOWN COMMUNITY SCOPE OF SERVICES I. OBJECTIVE The objective of this effort is to provide independent technical support to leadership groups in the community of Overtown by analyzing the impact of proposed transportation projects planned for the Overtown area. II. BACKGROUND The State of Florida Department of Transportation (FDOT) is developing projects that affect the Overtown area. The residents have expressed a desire to offer input in the development of these projects. Additionally, the community feels that there is little public understanding about the need for the projects and the benefits that the community may receive once these projects are constructed. The Metropolitan Planning Organization (MPO) Governing Board, at its October 23, 2003 meeting, passed Resolution # 33-03 requesting that the FDOT initiate a community outreach program for the 1-395 Project Development and Environment (PD&E) Study. The City and the FDOT determined that it would be in the best interest of the general public and the citizens of the City to enter into a Joint Participation Agreement for these services. The City of Miami Commission passed Resolution R-04-0565 establishing a new special revenue fund from grant funds from the FDOT to provide technical support to the Overtown area for transportation - related projects. III. STUDY AREA The Study Area shall be defined as the City of Miami Neighborhood Enhancement Team (NET) boundaries for the Overtown community with the core study area defined as the Overtown Advisory Board boundary. A map of the study and core areas is provided in Attachment C. IV. PREVIOUS STUDIES Following is a list of studies that have been recently conducted for the downtown area, including Overtown: A. Historical Impacts of Transportation Projects in the Overtown Area B. 1-395 Alternatives Review Study C. Potential Real Estate and Economic Impact of the Proposed 1-395 Roadway D. Assessment of the Miami Urban Watch (MUW) Alternative for Rebuilding I-395 E. FDOT Assessment of the Miami Urban Watch (MUW) Alternative F. Summary of Short Term Transportation Improvement Projects for the Omni and Performing Arts Center Areas G. 1-395 Project Development and Environment (PD&E) Study 11 H. Effects of Transportation Plans Development on Minority and Impoverished Urban Communities I. NW 14th Street/1-95 Access Ramps Project Development and Environment (PD&E) Study V. TASKS A. Coordination The Consultant assigned to this work shall coordinate with the Florida Department of Transportation and other organizations that have been working on developing plans for the Overtown area. The following entities may be contacted for information throughout the duration of this project: Miami -Dade County Metropolitan Planning Organization (MPO), Florida Department of Transportation (FDOT), City of Miami (City), Miami -Dade County Public Works Department (MDCPWD), Southeast Overtown/Park West Community Redevelopment Agency (CRA), Miami Downtown Development Authority (DDA), and the Overtown Advisory Board (OAB). The purpose of this task is to establish and maintain contact with the above agencies and use their existing databases and resources for purposes of completing this project without duplicating the efforts of other entities. B. Review Existing Technical Studies Existing technical studies will be reviewed and findings summarized to have a clear understanding of the transportation projects that are currently proposed for the area. Actions recommended in these studies should be categorized to indicate the following information: • Type of action being recommended. • Current status of the project and potential timeframe for implementation of recommended action. • Potential technical issues associated with implementing recommended action. A brief report will be prepared with the results of this task and presented in a Power Point format for discussion with the Overtown Advisory Board. C. Perform Interpretation of Technical Studies Based on the review in Task B, an interpretation will be conducted to evaluate the benefits and constraints of the recommended actions on the Overtown community; as well as to explore other feasible options that may be available to the community. The interpretation shall be conducted in the context of the 1-395 PD&E Study and any other alternatives in the study area and shall include the following criteria: • Purpose and Need • Right -of -Way impacts • Access Management • Traffic Operations • Safety • Landscaping and Aesthetics 12 • Benefits to the community Results of this technical or overall assessment will be presented to the City and the Overtown Advisory Board for discussion. D. Prepare Evaluation Report A report will be prepared which clearly documents the process followed in conducting the interpretation in Task C. The report shall document the opinions of the community regarding the proposed projects. The intent of the document is to provide a summary of the technical assessment conducted and feedback received from the Overtown Advisory Board and the community on the proposed projects. The report shall include the following information at a minimum: • Definition of boundaries of geographic area of concern (to be provided by the City). • Current proposed projects affecting the area (to be provided by the FDOT and the City as appropriate). • Summary of the meetings with the Florida Department of Transportation, the Overtown Advisory Board, and other entities as appropriate, to discuss proposed projects. • Detailed explanation of the review, evaluation, and findings. • Summary of feedback received from the Overtown Advisory Board on the findings presented. • Mechanism to provide progress reports to the Overtown Advisory Board on the status of projects during the two year period of this work. • Public involvement tools developed by the Overtown Advisory Board and/or the Florida Department of Transportation to motivate and encourage the continuous participation of the community throughout the development phases of the proposed projects. • Report of community response to the information presented. E. Meetings and Presentations • Meetings will be scheduled with the Florida Department of Transportation, the City of Miami, and the Overtown Advisory Board to obtain information on proposed projects and plans for the area, as necessary. • Meetings will be held jointly with the Florida Department of Transportation throughout the project development phase of proposed projects and with the Overtown Advisory Board to inform the community of the proposed projects and the recommended actions. • Presentations will be made on an "as needed" basis at the discretion of the Project Manager. • Detailed summaries shall be taken at all meetings and presentations by the professional assigned to this project, where no other official recorder is present, and provided to the Project Manager within five (5) business days following the meeting. VI. REPORTS AND DELIVERABLES A. Ten (10) copies of a Final Technical Assessment Report will be prepared summarizing the activities conducted during the study period. This document will also be delivered in an electronic format for further reproduction and distribution. 13 B. Twenty Five (25) copies of an Executive Summary Report will be prepared in a newsletter format (11 by 17). This document will also be delivered in an electronic format for further reproduction and distribution. C. Power Point presentations, as needed. D. Printed materials, as needed. All materials to be presented to the community will use terminology that can be easily understood. VII. BUDGET The budgeted amount for the duration of the project is not -to -exceed Fifty Seven Thousand Dollars ($57,000,00) including labor and expenses. Expenses include the required number of hard and electronic copies of all printed materials, deliverables and Power Point presentations. VIII. `SCHEDULE This project will commence on the effective date, as noted on page one (1) of this Agreement, and shall continue through July 31, 2006. Tasks 1V.A through IV.D should be completed during the first six months of the project. Activities will continue as appropriate for the remainder of the Agreement. Progress reports will be prepared and submitted on a monthly basis to the Project Manager for the duration of the project. Progress reports shall be submitted to the Project Manager for review and approval prior to invoicing. IX. PROJECT MANAGEMENT The City of Miami -i Office of the City Manager shall assign Mr. Jose R. Gonzalez, P.E. to serve as Project Manager for this Project on behalf of the City. All written correspondence and payment requisitions shall be mailed to the following address: Mr. Jose R. Gonzalez, P.E., Assistant Transportation Coordinator City of Miami Office of the City Manager 444 SW 2nd Avenue, 10 Floor Miami, FL 33130-1910 Phone: (305) 416-1092 Fax: (305) 416-1019 E-mail: josegonzalez@ci.miami.fl.us Florida International University (FIU) shall assign Mr. Sylvan C. Jolibois, Jr., Ph.D. to serve as Project Director on its behalf. Contact information is as follows: Mr. Sylvan C. Jolibois, Jr., Ph.D. Associate Professor Florida international University Department of Civil and Environmental Engineering 10555 W. Flagler Street. EC 3680 Miami, FL 33174 Phone: (305) 348-3485 Fax: (305) 348-2802 E-mail: ioliboisOfiu.edu 14