HomeMy WebLinkAboutexhibitPROFESSIONAL SERVICES AGREEMENT
This Agreement is entered into this clay of , 200_ (but effective as of
) by and between the City of Miami, a municipal corporation of the State
of Florida ("City") and Florida International University -Board of Trustees, a public corporation,
for the benefit of the Metropolitan Center, a public educational institution ("Provider").
RECITALS:
A. The City is seeking the services of Provider to provide various staff training and
employee development ("Services") on a city-wide basis.
B. Provider possesses all necessary qualifications and expertise to perform the
Services.
C. The City wishes to engage the services of Provider and Provider wishes to
perform the services for the City.
D. The Commission of the City of Miami, by Resolution No.
adopted on , 200, authorized the City Manager to execute a contract with
Provider 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 two (2) years, commencing on the
effective date hereof.
3. OPTION TO EXTEND: The City shall have two (2) option(s) to extend the term
hereof for a period of two (2) years each, subject to availability and appropriation of funds. If
such funds are available and appropriated for said purpose, then the City Manager is authorized
to exercise these options to extend with City Commission approval.
4: SCOPE OF SERVICE:
A. Provider agrees to provide the Services asspecifically 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 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 permits 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 shall be based on
the rates and schedules described in Attachment "A" hereto, which by this reference is
incorporated into this Agreement; provided, however, that in no event shall the amount of
compensation for each year exceed $100,000.00. Compensation payable by the City to Provider
is subject to the budgetary approval of various user departments or agencies.
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B. Unless otherwise specifically provided in Attachment "A", 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 (Le. Attachment "A" 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 may be amended.
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
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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 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-
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 FEDERAL, STATE AND LOCAL LAWS: Both parties
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. City and Provider agree to comply with and observe all applicable federal, state
and local laws, rules, regulations, codes and ordinances, as they may be amended from time to
time.
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11. INDEMNIFICATION: Subject to the limitations of Section 768.28, Florida
Statutes, as may be amended, 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 claims, liabilities, losses, costs, penalties, fines, damages, expenses and
causes of action (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
employee or former employee would otherwise be limited to payments under state workers'
compensation or similar laws.
Nothing herein shall be deemed to waive the rights, privileges and immunities as are
enjoyed by the State of Florida, the Florida Board of Governors, and The Florida International
University Board of Trustees.
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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 $25,000.00, 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 Manager's written decision, approved by the City
Commission if the amount of compensation hereunder exceeds $25,000.00; 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 (ninety (90) days if City Manager's
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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 or
liability 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: As a State of Florida agency, Provider will provide evidence of
general liability insurance coverage under the State of Florida Casualty Insurance Risk
Management Trust Fund and provide workers' compensation insurance as required by statute.
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 Agreement without thirty (30)
calendar days prior written notice to the City. Such proof 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.
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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 Agreement shall be considered terminated on
the date the required change in policy coverage would otherwise take effect.
Nothing herein shall be deemed to waive the rights, privileges and immunities as are enjoyed by
the State of Florida, the Florida Board of Governors, and The Florida International University
Board of Trustees.
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.
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
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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 reparation and/or submission of the Proposal, submitted false of misleading information as
p
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
writing shall be given by hand -delivery or by registered or certified U.S. Mail, return
be in g
receipt requested, addressed to the other party at the address indicated herein or to such other
ad
dress 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:
Dr. Dario Moreno, Director
Florida International University
Metropolitan Center
College of Urban & Public Affairs
150 S.E. 2"d Avenue, Ste. 1202
Miami, Florida 33131
TO THE CITY:
Joe Arriola, City Manager
City of Miami
3500 Pan American Drive
Miami, Florida 33137
With copies to:
Jorge L. Fernandez, City Attorney
444 S.W. 2"d Avenue, Suite 945
Miami, Florida 33130
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20. MISCELLANEOUS PROVISIONS:
This Agreement shall be construed and enforced according to the laws of the State
A.
Rosalie Mark, Director
Department of Employee Relations
City of Miami
444 S.W. 2nd Avenue, 71h Floor
Miami, Florida 33130
of 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.
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.
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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. 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.
25. 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.
26. SPECIAL INSURANCE AND INDEMNIFICATION RIDER: Please initial if
applicable:
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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:
ATTEST:
Priscilla A. Thompson
City Clerk
PROVIDER:
Florida International University -
Board of Trustees for the benefit of the
Metropolitan Center
By
Patricia Alvarez, Acting Director of
Sponsored Research and Training
(Seal)
"City"
CITY OF MIAMI, a municipal
corporation of the State of
Florida:
By:
Joe Arriola
City Manager
APPROVED AS TO INSURANCE APPROVED AS TO FORM AND
CORRECTNESS:
REQUIREMENTS:
Dania F. Carrillo Jorge L. Fernandez
Risk Management Administrator City Attorney
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Attachment A
Staff Training and Development
Employee training and development programs include, but are not limited to, the
following course offerings on a city-wide basis.
Program Offerings:
Customer Service Skills (eg., telephone skills)
Sexual Harassment & Diversity
Professionalism & Ethics
Technical Writing
Writing and Grammar Skills
Accounting
And other programs as needed
Certificate Programs:
Academy for Strategic Management
Administrative Assistant Program
Grant Writing
Records Management
Other Provisions...
• The standard class fee will be $1,500.00, for up to 35 participants
• Off -site classes will be held at the FIU Metropolitan Center or other FIU facilities. Free
parking will be provided
• A $400.00 discount to the standard $1,500.00 class fee will be provided for classes held
at the City of Miami facilities
• Classes will last 4 hours
• Class content will be updated to accommodate beginning through advanced levels as
needed based on the City of Miami needs assessments and prior class evaluations
• On site programs conducted for specific departmental needs will be customized as needed
• Low enrollment classes will be canceled without penalty within one week
• The Provider will provide training session materials, evaluations and certificates
• Attendance figures, class evaluations, and participant certificates will be provided to the
Department of Employee Relations on a monthly basis
• The Provider will provide refreshments at off -site classes
• The above provisions may be altered upon mutual agreement by the City and Provider on
a per case and/or per class basis, depending upon the needs of the City.
Should additional courses or classes be required, not initially contemplated or included within
this Agreement, the City reserves the right to secure additional proposals for future offerings
from the Provider and said cost for same. Should the City determine it to be advantageous and in
its best interests, the City or its agencies or other entities may contract as part of this Agreement
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for additional training from the Provider for training and development services not specifically
cited herein.
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