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HomeMy WebLinkAboutexhibit1FIFTH AMENDMENT TO AGREEEMENT BETWEEN THE CITY OF MIAMI AND DAVISLOGIC INC., DIB/A ALL HANDS CONSULTING This document is the Fifth Amendment ("Fifth Amendment") to the Professional Services Agreement entered into between the parties on March 19, 2003 (the "Agreement") is entered into this day of , 200^, 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 WHEREAS, Resolution No. 03-190, adopted on February 27th, 2003, approved the selection of PROVIDER and authorized the City Manager to execute an Agreement with PROVIDER, for the provision of Comprehensive Emergency Management Planning Services; and WHEREAS, pursuant to Resolution No. 03-1085, adopted October 9, 2003, the parties amended the agreement dated November 9, 2003, to add Part C Services, which, among others things, increased the total compensation amount by $480,920, from $578,140 to $1,059,060 the ("First Amendment"); and WHEREAS, pursuant to Resolution No. 04-0334, adopted May 27th, 2004 , the parties amended the agreement dated June 14th, 2004, to add Part D Services, which, among other things, increased the total compensation by $797,633, from $1,059,060 to $1,856,693 the ("Second Amendment"); and WHEREAS, pursuant to Resolution No. 04-744, adopted November 18th, 2004, the parties amended the agreement dated January 7, 2005, to add Part E Services, which, among ece, Page ] of 5 other things, increased the total compensation by $730,656, from $1,856,693 to $2,587,349, the ("Third Amendment"); and WHEREAS, pursuant to a Motion made to Legistar File No. 05-00089, adopted February 24, 2005, the parties amended the agreement dated April 11, 2005, to extend the contract for an additional 90 days, commencing on February 27, 2005, and terminating on May 28, 2005, the ("Fourth Amendment"); and WHEREAS, pursuant to the terms and conditions of the Agreement stated in Section 5 (A), the parties amended the agreement dated April 11, 2005, to add Part F Services, which, among other things, increased the total compensation by $173,920, from $2,587,349 to $2,761,259, the ("Fourth Amendment"); and WHEREAS, pursuant to a Motion made to Legistar File No. 05-00089, adopted February 24, 2005, the parties desire to extend the term of the Agreement for an additional sixty (60) days to the ninety (90) days granted by the City Commission, for a total contractual period of hundred fifty (150) days, terminating on July 27, 2005; and WHEREAS, pursuant to Resolution No. 04-0723, adopted by the City of Miami Commission, the Provider agrees to provide the additional Services as specifically described, and under the special terms and conditions set forth in this Agreement and Attachment "G" , and any other additional allied, related or incidental services, consistent with the overall scope of work under the Agreement as amended to date, for comprehensive emergency planning and terrorism preparedness planning and training services to support the UASI III Grant Program; and NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained this agreement, the City and PROVIDER hereby agree to amend the Agreement as follows: TERMS Page 2 of 5 1. Scone of Services: Section 4 (A) of the Agreement is hereby amended to add the following subsection: Part G Services: The Provider agrees to provide Part G Services, andany other allied or related additional services, consistent with the overall scope of work, for comprehensive emergency planning and terrorism preparedness planning and training services necessary to complete the Homeland Security Strategy (See Part G Attachment attached hereto and made apart hereof). 2. Subsection Section "5 (A) Compensation" is deleted in its entirety and subsection to read: 5 (A). Compensation: The amount of compensation to Provider shall be based on the rates and schedules described in Attachment "G", be increased by a sum which shall not exceed $956,980 for a total amount guaranteed not to exceed $3,718,249. The total compensation may be less than the guaranteed maximum price. This total compensation shall be the guaranteed maximum liability of the City under the Agreement, as amended, subject to satisfactory and complete performance by the Provider. The City shall have absolutely no liability to pay or reimburse any amount, fee, cost, debt, liability, reimbursable expense, or charge greater than the total compensation set forth herein. The total compensation is a guaranteed maximum price ("GMP") stated in this subsection is all inclusive of every expenditure, fee, cost, reimbursable expense or other charge by the Provider, and any sub -consultant agent, representative or consultant of the Provider. 3. Except as expressly amended herein, all of the terms and provisions of the Agreement, as amended, shall remain in operative force and effect. Page 3 of 5 4. All Attachments and Exhibits are part of the Agreement, as amended to date, and they are each deemed as being expressly incorporated by reference herein as if set forth in full in the Agreement, as amended. The parties, acting by and through an authorized corporate officer of the Provider and the City Manager or the City Fire Chief, if authorized by a written delegation memorandum from the City Manager, will initial each page of all Attachments and Exhibits to any amendment. 5. Provider shall not undertake to perform an additional scope of services under this agreement after its term expires. The term of the agreement, as to date by amendments and the City Commission Motion made to Legistar File No. 05-00089 is hereby extended for ninety (90) days from May 29, 2005 to July 27, 2005. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers duly authorized. "City" CITY OF MIAMI, a municipal corporation ATTEST: By: Priscilla A. Thompson, City Clerk Joe Arriola, City Manager Page 4 of 5 "Provider" ATTEST: DavisLogic Inc., d/b/a All Hands Consulting, a Maryland corporation By: Print Name: Wendy L. Davis Print Name: Steven C. Davis Title: Corporate Secretary Title: President (Affix Corporate Seal) APPROVED AS TO LEGAL FORM AND CORRECTNESS FOR THE USE AND BENEFIT OF THE CITY OF MIAMI, FLORIDA ONLY: Jorge L. Fernandez City Attorney APPROVED AS TO INSURANCE REQUIREMENTS: Dania F. Carrillo Administrator Risk Management Division Page 5 of 5