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HomeMy WebLinkAboutexhibit1SERVICES AGREEMENT OR PROFESSIONAL SERVICES AGREEMENT This Agreement is entered into this day of , 200_ (but effective as of ) ("effective date") by and between the City of Miami, a municipal corporation of the State of Florida ("City") and Cooper, Robertson & Partners LLP ("Provider"). RECITALS: A. The City is in need of a qualified professional(s) to prepare a Master Plan for Bicentennial Park / Museum Park for its Department of Planning and Zoning to support the implementation of the Bicentennial Park: Becoming Miami's Premier Park Conceptual Study ("Study"). 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. 04-0344 adopted on May 27, 2004, 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. q(-0 05-(y)/ 2. TERM: The term of this Agreement shall commence on the effective date and shall terminate twelve months after the effective date. The term of the Agreement may be extended by written agreement of the City and Provider. 3. SCOPE OF SERVICE: A. Provider agrees to provide the Services as specifically described, and subject to the special terms and conditions set forth in Exhibit "A" hereto, which by this reference is incorporated into and made a part of this Agreement. B. Provider represents 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 Exhibit "A". 4. COMPENSATION: A. The amount of compensation payable by the City to Provider shall be based on the fees, rates and schedules described in Exhibit "B" hereto, which by this reference is incorporated into this Agreement; provided, however, that in no event shall the total amount of compensation for the Scope of Services referenced in Exhibit "A" exceed $ 1,334,455. Absent an amendment to this Agreement, additional services are not included in this compensation and shall only be provided upon a written amendment entered into by the City and Provider. The City shall not be liable for any costs, fees;, expenses or charges beyond the total amount of compensation specified in this subsection for the Scope of Services referenced in Exhibit "A." B. Unless otherwise specifically provided in Exhibit "B", payment shall be made within thirty (30) 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 the City 2 require one to be performed. Invoices shall be sufficiently detailed so as to comply with the "Florida Prompt Payment Act", §218.70. - 218.79, Florida Statutes. S. OWNERSHIP OF DOCUMENTS: Provider understands and agrees that any information, document, report or any other material whatsoever ("Information") which is given by the City to Provider, or which is otherwise obtained by Provider pursuant to or under the terms of this Agreement, with the exception of public Information and Information obtained from Provider itself and its sub consultants, 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 the City Manager, which may be withheld or conditioned by the City Manger in his sole discretion. 6. AUDIT RIGHTS: 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. 7. AWARD OF AGREEMENT: Provider represents 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. 8. 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 laws. 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. 3 9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Provider understands that agreements with 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 such applicable federal, state and local laws, rules, regulations, codes and ordinances, as they may be amended from time to time. 10. 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 to the extent such Liabilities are caused by (i) the negligent performance or non-performance of the services contemplated by this Agreement (whether active or passive) of Provider or its employees, agents or subcontractors (collectively referred to as "Provider") or (ii) the failure of the Provider to comply materially with any of the paragraphs herein or the failure of the Provider to conform materially to statutes, ordinances, or other regulations or requirements of any governmental authority, local, 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. Provider's obligation to defend and indemnify the Indemnities shall be limited to Provider's available insurance coverage for such defense and indemnification obligations and shall survive the cancellation of this Agreement. This section shall be interpreted to comply with. §725.08, Florida Statutes. The Provider shall, if permitted by its insurance carrier at a reasonable cost, add the City of Miami as an additional insured to its general liability policy. 4 11. DEFAULT: If Provider fails to comply materially with any term or condition of this Agreement, or fails to perform in any material way any of its obligations hereunder, and fails to cure such failure after reasonable notice from the City, 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. All payments, advances„ or other compensation paid by the City to Provider for services rendered by Provider after receipt of such termination notice, 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. 12. 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 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 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 5 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. 13. CITY'S TERMINATION RIGHTS: A. The City, acting by and through its City Manager, 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 Manager shall have the right to terminate this Agreement, without notice or liability to Provider, upon the occurrence of an event of a material default hereunder. In such event, the City shall not be obligated to pay any amounts to Provider for services rendered by Provider after Provider's receipt of the notice of termination. 14. INSURANCE: Provider shall, at all times during the term hereof, maintain such insurance coverage as may be required by the City as of the effective date of this Agreement. 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 Risk Manager 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 Manager. 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. 6 If, in the reasonable judgment of the City, prevailing conditions in the insurance marketplace warrant the provision by Provider of additional One Million Dollars ($1,000,000) of professional liability insurance coverage, the City reserves the right to require the provision by Provider of up to such additional amount of professional liability coverage, and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect Provider shall pay one half (1/2) the cost of such additional insurance. The City shall pay the baIanc.e of the costs associated with such additional insurance. Should the Provider fail or refuse to satisfy the. requirement of additional 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. 15. NONDISCRIMINATION: Provider represents 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. 16. MINORITY AND WOMEN BUSINESS AFFAIRS AND PROCUREMENT PROGRAM:: The City has established a Minority and Women Business Affairs and Procurement Program (the "M/WBE Program") designed to increase the volume of City procurement and contracts with Blacks, Hispanic and Women -owned business. The M/WBE Program is found in Ordinance No, 10062, a copy of which has been delivered to, and receipt of which is hereby acknowledged by, Provider. Provider understands and agrees that the City shall have the right to terminate and cancel this Agreement, without notice or penalty to the City, and to eliminate Provider from consideration and participation in future City contracts if Provider, in the preparation and/or submission of the Proposal, 7 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. 17. 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. Provider may not change or replace sub -contractors performing work under the Scope of Services identified in Exhibit "A" without the prior written consent from the City Manager. 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: Alexander Cooper, FAIA, Partner Cooper, Robertson & Partners 311 West 43 rd Street New York, New York 10036 (212) 247-1717 With Copies to: Jorge Fernandez, City Attorney Law Department 444 SW 2" Avenue 9th Fl. Miami, F1 33130 305.416-1900 19. MISCELLANEOUS PROVISIONS: TO THE CITY: Joe Arriola, City Manager City Manager's Office 444 SW 2" Avenue, 10`h Floor Miami, Fl 33130 305 416-1025 Ana Gelabert-Sanchez Director Department of Planning 444 SW 2"d Avenue 3 ` F1. Miami, FL 33130 305.416-1470 8 A. This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. 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 arty 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 iif 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. Provider shall comply with all applicable laws, rules and regulations in the performance of this Agreement, including but not limited to licensure, and certifications required by law for professional service providers. F. 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 1:he 9 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. 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 three 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. SPECIAL INSURANCE AND INDEMNIFICATION RIDER: Please initial if applicable: ❑ yes no IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. "City" CITY OF MIAMI, a municipal ATTEST: corporation By: Priscilla A. Thompson, City Clerk Joe Arriola, City Manager 10 "Provider" Alexander Cooper, FAIA, Partner Cooper, Robertson & Partners ATTEST: By: Print Name: Print Name: Title: Title: (Corporate Seal) (Authorized Corporate Officer) APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Jorge L. Fernandez City Attorney Dania F. Carrillo Administrator Risk Management 11