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HomeMy WebLinkAboutProfessional Services AgreementPROFESSIONAL SERVICES AGREEMENT This Agreement is entered into this,lay oft31!.e471.54.4,-, 2003 by and between the City of Miami, a municipal corporation of the State of Florida ("City") and Blackwell Consulting Services, LLC, an Illinois limited liability company ("Provider"). This Agreement shall be effective the date it is fully executed (the "Effective Date"). RECITALS A. Provider and the State of Florida, Department of Management Services, have entered into a Contract for Information Technology Consulting Services, State of Florida Contract Number 974-195-03-1 (the "State Contract"), which sets forth the terms and conditions pursuant to which the State and Eligible Users, as the term is defined in the State Contract, may purchase information technology consulting services described therein. B. The City is an Eligible User, as the term is defined under the State Contract. C. Pursuant to the State Contract, the City issued, and submitted to three (3) contractors holding state term contracts for Information Technology Consulting Services, an informal Request for Proposals (RFP) for the provision of Business Process Reengineering services (BPR) and Subject Matter Expert vendors (SME) and Provider's Proposal, in response thereto, was selected as the most qualified proposal for the provision of the Services. The RFP and the Proposal, as modified by Provider's presentation before the Evaluation Committee on September 2003, are sometimes referred to herein, collectively, as the Solicitation Documents, and are by this reference incorporated into and made a part of this Agreement. C. The Commission of the City of Miami, by Resolution No. 03-1040, approved the selection of the Provider and authorized the City Manager to the negotiate the terms of the services under the State Contract. D. The Commission of the City of Miami, by Resolution No. 03- 1 t 40 , adopted on P - " I' , 2003, authorized the City Manager to execute this Agreement under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants set forth herein, the parties 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 and shall expire upon completion of the Services but in no event later than two (2) years after the Effective Date. The City has the option to extend the term for two (2) additional periods of two (2) years each, under the same terms and conditions, excepting pricing, by written notice from the City Manager to the Provider given at least thirty (30) days prior to the expiration of the then current term. The amount of compensation payable during the extended term shall be renegotiated by the parties in good faith but shall not exceed the lowest of: (i) the State Contract rates in effect on the first day of the extended term, (ii) an increase over the then current rates not to exceed the government cost of living index increase over the immediately preceding year, or (iii) the lowest rate for similar services being charged by the Provider to its preferred client as of the first day of the extended term. The City may exercise the options, in its sole discretion and without City Commission approval, by written notice to the Provider given at least thirty (30) days prior to the expiration of the then current term. 3. SCOPE OF SERVICE: A. The Services consist of Business Process Reengineering (BPR) and Subject Matter Experts (SME). Provider agrees to provide the Services described in the Solicitation Documents and in Attachment "A", in the manner and within the time periods set forth in Attachment "A", which by this reference is incorporated into and made a part of this Agreement. The City shall have the option to shorten the period of the SME services, in its sole discretion, by giving Provider at least thirty (30) days prior written notice. In the event of a conflict or inconsistency between the provisions of the Solicitation Documents and Attachment "A", Attachment "A" shall control. B. Provider represents and warrants to the City that: (i) it possesses all qualifications, licenses atfcl expertise required under the Solicitation Documents 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; (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified, licensed and trained to perform the tasks assigned to each; (iv) Answerthink, Inc., shall be the only subcontractor retained by the Provider for the provision of Services (unless otherwise approved by the City in writing), and (v) the Services will be performed in the manner and within the time periods set forth in Attachment "A". Provider further reaffirms all of the representations set forth in the State Contract and represents and warrants that the State contract is in full force and effect and it is not in default of any provision thereof. 4. COMPENSATION: A. In consideration for the Services, the City agrees to pay to Provider compensation in the amounts, and upon receipt of the deliverable, set forth in Attachment "A" hereto, which by this reference is incorporated into this Agreement. B. Unless otherwise specifically provided in Attachment "A", payment shall be made within thirty (30) days after the City's acceptance of the corresponding deliverables, and/or receipt of the invoice accompanied by such supporting documentation, and contain sufficient detail, as may be reasonably required by the City, or to allow a proper audit of expenditures, should City require one to be performed. 5. STATE CONTRACT: This Agreement shall constitute a Purchase Document issued under the State Contract and the rights and obligations of the parties hereto are subject to the provisions of the State Contract, as modified or supplemented by this Agreement. The State Contract is hereby incorporated into and made a part of this Agreement. In the event of a conflict between a provision of the State Contract and a provision of this Agreement, the provision contaiped in this Agreement shall control. ✓ 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 tobe: audited, those books and records of Provider which are related .to Provider's performance under this Agreement upon reasonable notice and in a manner that does not interfere with the normal operations of Provider. 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 and warrants to the City that it has not employed o r r etained any p erson o r c ompany employed b y t he C ity t o s olicit o r s ecure t his Agreement and that it has not offered to pay, paid, or agreed to pay any person not in the employ of the Provider or its Subcontractor, 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 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. 9. 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. City and Provider agree to comply with and observe all applicable laws, codes and ordinances as they may be amended from time to time, i 10. D1FAULT: If P rovider b reaches any term o r c onthtion o f t his A greement, o r b reaches any of i is o bligations h ereunder, and P rovider fails t o c ure s uch b reach within fifteen (15) d ays following written notice of such breach from .the City, then Provider shall be in "Default", Additionally, a default shall occur if Provider becomes insolvent or liquidation or dissolution proceedings are commenced against the Provider and such proceeding are not dismissed within 60 days, or a voluntary or involuntary bankruptcy petition is filed by or against the Provider and such proceeding are not dismissed within 60 days, or an assignment is made by Provider for the benefit of creditors, or a proceeding for the appointment of a receiver, custodian, trustee or similar agent is initiated with respect to the Provider. Upon the occurrence of a Default hereunder the City, in addition to all remedies available to it by law and equity, may immediately, upon written notice to Provider, terminate this Agreement 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.] 11. 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 attempted resolution, prior to Provider being entitled to seek judicial relief in connection therewith, except as set forth below. In the event that the amount of compensation hereunder exceeds $50,000.00, 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 compensati5 hereunder exceeds $50,000,00, 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 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..Both parties agree that any breach of this Agreement may cause immediate and irreparable harm to the other party for which money damages may not be a sufficient remedy, therefore each party shall be entitled to seek injunctive relief in the event of a breach of either party's confidentiality obligations or intellectual property rights. 12. 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 sixty (60) days prior to the effective date of such termination. In such event, the City shall pay to Provider compensation all amounts due 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 special, consequential or incidental damages. B. The City shall have the right to terminate this Agreement upon the occurrence of an event of Default hereunder in accordance with paragraph 11. C. Not later than ten (10) days after the effective date of the termination of this Agreement or after Provider has been paid all amounts due through the effective date of the termination, (unless termination is due to Provider's default, in which case the City shall have the right to retain any amount in dispute) whichever is later, Provider shall, at no cost to the City, deliver to the City all documents, reports, files, working papers, charts, diagrams, and all material, data, discs or other media containing deliverables and data pertaining to the Services, in the data or media fermat required by the City. 13. INSURANCE: Provider shall, at all times during the term hereof, maintain such insurance coverage as required in the State Contract. 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 reasonable 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 that the required change in policy coverage would otherwise take effect. 14. 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, disability, marital status, national origin or sexual preference. Provider further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, disability, marital status, national origin, or sexual preference be excluded from participation in, be denied Services, or be subject to discrimination under any provision of this Agreement. 15. 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. 16. 1 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. If to Provider With copies to: With copies to: If to Citv: Joe Arriola, City Manager City of Miami 3500 Pan American Drive Miami, Florida 33133 With copies to: Alejandro VilarelIo City Attorney City of Miami 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33130 With copies to: ITD City of Miami 444 S.W. 2nd Avenue, Ninth Floor Miami, Florida 33130 Attn: 17. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. To the extent permitted under the State Contract, the parties agree that the venue of any legal recourse 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 triade 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. 18. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 19. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and may be terminated by the City due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days written notice. 20. PERFORMANCE BOD►1D. \ Provider agrees to provide to the City a performance bond in the amount of $ uaranteeing that the Provider will perform the BPR services according to this Agreement, within the time stipulated and agreed pricing. The parties agree that a performance bond shall not be required to guarantee performance of the SME services if Provider obtains the written consent of the State of Florida's Chief Information Officer of the State Technology Office, as required by the State Contract. 21, REAFFIRMATION OF REPRESENTATIONS: Provider hereby reaffirms all of the representations contained in the Solicitation Documents. 22. ENTIRE AGREEMENT: The State Contract, this instrument, its attachments and all other instruments incorporated by reference and made a part of this Agreement, constitute the sole and i 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: N+ ca te. s •„ 1 Title: 6.k.n OFFICIAL SEAL NICOLE S. STANCIL ' NOTARY PUBLIC, STATE OF ILLINOIS MY COMMISSION EXPIRES 7.14.2005� ATTEST: ilia A. Thompson, City Clerk APPROVED AS TO FORM AND CORRECTNESS: "Provider" Blackwell Consulting Services, LLC, An Illinois limited liability company By: a 117-6-(c C praLe,c4},-c-- (-Print Name: - �' 6'16;4 w r ` Title: r,si pc,..), C'c+a "City" CITY OF MIAMI,.a-municipal core . tion By: Joe Arrio a, City Manager APPROVED AS TO INSURANCE REQUIREMENTS: Alejandro Vilarello City Attorney U Risk Management Administrat