HomeMy WebLinkAboutExhibit 1PROFESSIONAL SERVICES AGREEMENT
By and Between
The City of Miami, Florida
and
Edward D. Stone, Jr. and Associates, Inc. d/b/a EDSA
This Professional Services Agreement ("Agreement") is entered into this day of
, 2005 (but effective as of , 2005) ("Effective Date") by and between the
City of Miami, a municipal corporation of the State of Florida, whose address is 444 S.W. 2nd Avenue,
10`h Floor, Miami, Florida 33130 ("City") and Edward D. Stone, Jr. and Associates d/b/a EDSA, a
Florida corporation whose principal address is 1512 East Broward Boulevard, Suite 110, Fort
Lauderdale, Florida 33301 ("Provider").
RECITALS:
A. The City is in need of a qualified professional(s) to prepare a Master Plan for Virginia
Ke�`P�n°i for the Ueepartinents of Planning and Parks & Recreation.
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 ("Commission") (i) by Resolution No. 05-0038,
adopted on January 13, 2005, accepted the recommendations of the City Manager regarding Request
For Qualifications No. 03-04-028 (the "RFQ") offering the top three (3) ranked firms, which included
Provider, to present proposals and authorized the City Manager to negotiate a Professional Services
Agreement with one of the three (3) ranked firms, (ii) by Resolution No. 05-0373 adopted on June 9,
2005, pledged to assure the citizens of the City that the Master Plans and Capital Improvements
Projects of the City (which include those involving Virginia Key) will be implemented and completed
in a timely manner and maintained at a high level to meet the demands of growing urban areas and will
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be ongoing to keep pace with grown and related issues by a regional approach; and (iii) by Resolution
No. 05- , adopted , 2005, recognized that the scope of services for a concise
and comprehensive Plan will include a significant amount of field work and public outreach in order to
assess the physical condition of existing facilities and to identify the programmatic needs of
constituents and visitors and authorized the City Manager to negotiate a Professional Services
Agreement with Provider, as one of the three (3) ranked firms, in an amount not to exceed.
$.
E. After review and consideration by the Evaluation Committee, Provider's proposal was
recommended by the Evaluation Committee and the City Manager as the best proposal for the City and
the Commission by Resolution No. 05- adopted on 2005, accepted the
recommendation and authorized the City Manager to enter into this Agreement with Provider under the
terms and conditions set forth herein in an amount not to exceed $
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, Provider and the City agree as follows:
TERMS:
1. RECITALS AND INCORPORATIONS: The recitals are true and correct and are hereby
incorporated into and made a part of this Agreement. The City's RFQ is hereby incorporated into and
made a part of this Agreement and attached hereto as Exhibit A. The Scope of Services, including the
Budget, Schedule and List of Sub -Consultants is hereby incorporated into, made a part of this
Agreement, and attached hereto as Exhibit "B". The Compensation is hereby incorporated into, made a
part of this Agreement and attached hereto as Exhibit "C". The Insurance Requirements are hereby
incorporated into, made a part of this Agreement and attached hereto as Exhibit "D".
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2. TERM: The term of this Agreement shall commence on the Effective Date and shall
terminate on eighteen (18) months after the Effective Date, being , 200_ (the "Expiration Date").
In the event that Provider is engaged in any Services on the Expiration Date, then this Agreement shall
remain in effect until completion or termination of said Services. No new Work Orders for new or
additional services at increased cost to the City shall be issued after the Expiration Date; however, the
eighteen -month term of the Agreement may be extended or amended by the sole authority of the City
Manager by written agreement of the City and the Provider in order for Provider to complete the
Services at the same cost to the City. Any new or additional services (a) that are not contemplated by
the RFQ, or (b) that would increase the costs for the City beyond the amount approved in Resolution
No. 05-
adopted , 2005, shall require City Commission approval in order to
extend or amend this Agreement.
3. SCOPE OF SERVICES:
A. Provider agrees to provide the Services as specifically described, and subject to the
special terms, conditions, budget and schedule set forth in Exhibit B Scope of Services hereto
("Exhibit B"), which by this reference is incorporated into and made a part of this Agreement. All
formats for the Services are to be as directed in writing from time to time by the City's Project
Administrator.
B. Provider represents to the City that: (i) it possesses all qualifications, licenses and
expertise required for the performance of the Services, including but not limited to full
qualification to do business in Florida and full-time professional architect(s) licensed and working
in the State of Florida; (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; (iv) the Services
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will be performed in the manner, at such times, and for the budgeted amounts described in
Exhibit "B", and (v) each person executing this Agreement on behalf of Provider has been duly
authorized to so execute the same and fully bind Provider as a party to this Agreement.
C. Provider's authorized Project Manager ("Project Manager") shall be Paul
Kissinger. Should the Project Manager deemed acceptable by the City leave Provider's firm for
any reason, the City and Provider will work together regarding the consideration of an acceptable
replacement to be provided by Provider. City reserves the right to accept or reject any change of
Project Manager and/or any other proposed Project Manager. Provider shall give at least thirty
(30) days advance written notice to City of any intent to change the Project Manager. City shall
have the right to receive pertinent information from Provider and Provider shall provide such
pertinent information about the proposed individuals at the time of such notice of intent to
change. In the event that Provider changes the Project Manager, it is the intent of the parties to
this Agreement that the City should -not be penalized by such change
D. Provider shall at all times provide fully qualified, competent and physically
capable employees to perform the Services under this Agreement. City may require Provider to
remove any employee the City deems careless, incompetent, insubordinate, or otherwise
objectionable and whose continued services under this Agreement is not in the best interest of the
City. Each of Provider's employees shall have and wear proper identification.
E. Provider's subcontractors are set forth in the "Scope of Services" referenced in
Exhibit B hereto. Provider shall provide to City in a reasonable, timely manner such information
as may be requested from time to time by the City regarding subcontractors providing Services
related to this Agreement. Failure to provide the required information within ten (10) business
days of such request by the City may disqualify a subcontractor from performing Services under
this Agreement. Provider shall at all times provide fully qualified, competent and physically
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capable subcontractors to perform the Services under this Agreement. The City reserves the right
to accept or reject any change of any subcontractor and/or any other proposed subcontractor.
Provider shall give at least thirty (30) days advance written notice to City of any intent to change
any subcontractor. The City and Provider will work together regarding the consideration of any
acceptable replacement subcontractor to be provided by Provider City shall have the right to
receive pertinent information about the proposed subcontractors from Provider and Provider shall
provide such pertinent information about such proposed subcontractors at the time of such notice
of intent to change. In the event that Provider changes a subcontractor, it is the intent of the
parties to this Agreement that the City should not be penalized by such change. City may require
Provider to remove any subcontractor the City deems careless, incompetent, insubordinate, or
otherwise objectionable and whose continued Services under this Agreement are not in the best
interest of the City. Each of Provider's subcontractors shall have and wear proper identification.
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 "B" exceed Dollars and No/Cents
($ J. Absent an amendment to this Agreement, additional services and expenses are not
included in this compensation and shall only be provided upon a written amendment entered into by
the City and Provider and approved by the City Commission. The City shall not be liable for any
costs, fees, expenses or charges beyond the total amount of compensation and approved expenses, if
any, specified in this subsection for the Scope of Services referenced in Exhibit "B." The City shall
not be liable for any cost, fee, reimbursement expense or other liability beyond the stated maximum
amount of Dollars and No Cents ($ ). The maximum of
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Dollars and No Cents ($ ) will be the upper limit of liability of the City for
all fees of the Provider, its subcontractors, agents, or representatives, and inclusive of costs,
reimbursable expenses, if any, and any other approved expenditure relating to Provider's performance
of the Services.
B. Payment shall be made in arrears based upon work performed to the satisfaction of the
City within forty-five (45) days after receipt of Provider's invoice for Services performed, which shall
be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper
audit of expenditures, should the City 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,
and other applicable laws. No advance payments shall be made at any time.
C. If Provider is entitled to reimbursement of expenses (if set forth in the Scope of
Services with travel and other expenses delineated as a specific item of compensation), then all bills
for travel and other expenses shall be submitted in accordance with Section 112.061, Florida Statutes,
and shall be accompanied by sufficient supporting documentation and contain sufficient details, as may
be reasonably required by the City, to allow a proper audit of Provider's travel and other expenses,
should City require one to be performed.
D. Provider agrees and understands that (i) any and all subcontractors providing Services
related to this Agreement shall be paid through Provider and not paid directly by the City, and (ii) any
and all liabilities regarding payment to or use of subcontractors for any of the Services related to this
Agreement shall be borne solely by Provider.
E. Neither Provider nor any of its employees nor its subcontractors shall perform any work
unless duly authorized by the Project Administrator or his/her designated representative. Provider shall
not be paid (i) for any work performed outside the Scope of Services for this Agreement, or (ii) for any
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work performed by any of Provider's employees or subcontractors not otherwise previously
authorized.
5. 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, its employees, or any subcontractor, 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 the City Manager, which may be withheld or
conditioned by the City Manager in his sole discretion. Provider is permitted to make and to maintain
duplicate copies of the files, records, documents, etc. if Provider determines copies of such records are
necessary subsequent to the termination of this Agreement; however, in no way shall the
confidentiality as permitted by applicable law be breached. The City shall maintain and retain
ownership of any and -all documents -which result upon the completion of the work and services under
this Agreement.
6. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION: Provider
agrees to provide access to the City or to any of its duly authorized representatives, to any books,
documents, papers, and records of Provider which are directly pertinent to this Agreement, for the
purpose of audit, examination, excerpts, and transcripts. 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 and inspect, or cause to be audited and inspected, those books, documents, papers,
and records of Provider which are related to Provider's performance under this Agreement. Provider
agrees to maintain any and all such books, documents, papers, and records at its principal place of
business for a period of three (3) years after final payment is made under this Agreement and all other
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pending matters are closed. Provider's failure to adhere to, or refuse to comply with, this condition
shall result in the immediate cancellation of this Agreement by the City.
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 receipt of an 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 Agreements, 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.
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.
Provider further agrees to include in all of Provider's agreements with subcontractors for any
Services related to this Agreement this provision requiring subcontractors 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.
10. INDEMNIFICATION: Provider shall indemnify, defend and hold harmless the City and
its officials, employees, and its 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)
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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 arising out of, resulting from, or in connection with
(i) the performance or non-performance of the Services contemplated by this Agreement which is
directly caused, in whole or in part, by any act, omission, default or negligence (whether active or
passive or in strict liability) 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 Indemnities, or any of them, or (ii) the failure of the Provider to comply with any of
the provisions of this Agreement, or the failure of the Provider to conform 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, defend 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--subeontr-aetors, 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 further agrees to indemnify, defend and hold harmless the Indemnitees from and
against (i) any and all Liabilities imposed on account of the violation of any law, ordinance, order,
rule, regulation, condition, or requirement, related directly or indirectly to Provider's performance
under this Agreement, compliance with which is left by this Agreement to Provider, and (ii) any and
all claims, and/or suits for labor and materials furnished by Provider or utilized in the performance of
this Agreement or otherwise.
Provider further specifically agrees to indemnify, defend, and hold harmless the Indemnitees
from all claims and suits for any liability, including, but not limited to, injury, death, or damage to any
person or property whatsoever, caused by, arising from, incident to, connected with, or growing out of
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the performance or non-performance of this Agreement which is, or is alleged to be, caused in part
(whether joint, concurrent, or contributing) or in whole by any act, omission, default, or negligence
(whether active or passive) or the Indemnities. The foregoing indemnity shall also include liability
imposed by any doctrine of strict liability.
Provider shall hold harmless, defend, and indemnify the City for any errors in the provision of
services and for any fines which may result from the fault of Provider, its employees, agents, or
subcontractors.
This section shall be interpreted to comply with Sections 725.06 and/or 725.08, Florida
Statutes. Provider's obligations to indemnify, defend and hold harmless the Indemnitees shall survive
the termination of this Agreement.
Provider understands and agrees that any and all liabilities regarding the use of any.
subcontractor for Services related to this Agreement shall be borne solely by Provider throughout the
duration of this Agreement and that this provision shall survive the termination of this Agreement.
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. 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.
12. RESOLUTION OF AGREEMENT 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 Twenty -Five Thousand Dollars and No/Cents ($25,000), the City Manager's
decision shall be approved or disapproved by the City Commission. Provider shall not be entitled to
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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 Twenty -Five Thousand Dollars
and No/Cents ($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 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.
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 approved expenses incurred prior to the effective
date of termination. In no event shall- the City . be liable to -Provider for any additional compensation
and expenses incurred, 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:
A. Provider shall, at all times during the term hereof, maintain such insurance coverage(s)
as may be required by the City. The insurance coverage(s) required as of the Effective Date of this
Agreement are attached hereto as Exhibit D and incorporated herein by this reference...The City RFQ
number and title of the RFQ must appear on each certificate of insurance. The Provider shall add the
City of Miami as an additional named insured to its commercial general liability and auto policies and
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as a named certificate holder on all policies. Provider shall correct any insurance certificates as
requested by the City's Risk Management Administrator. All such insurance, including renewals, shall
be subject to the approval of the City for adequacy of protection and evidence of such coverage(s) and
shall be furnished to the City Risk Management Administrator on Certificates of Insurance indicating
such insurance to be in force and effect and providing that it will not be canceled, modified, or changed
during the performance of the Services under this Agreement without thirty (30) calendar days prior
written notice to the City Risk Management Administrator. 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.
B. If, in the reasonable judgment of the City, upon any extension of this Agreement or any
additions to the Scope of Services or otherwise, 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.
Should the Provider fail or refuse to satisfy the requirement of additional 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.
C. Provider understands and agrees that any and all liabilities regarding the use of any of
Provider's employees or any of Provider's subcontractors for Services related to this Agreement shall
be borne solely by Provider throughout the term of this Agreement and that this provision shall survive
the termination of this Agreement. Provider further understands and agrees that insurance for each
employee of Provider and each subcontractor providing Services related to this Agreement shall be
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maintained in good standing and approved by the City Risk Management Administrator throughout the
duration of this Agreement.
D. Provider shall be responsible for assuring that the insurance certificates required under
this Agreement remain in full force and effect for the duration of this Agreement, including any
extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement
and any extension hereof, Provider shall be responsible for submitting new or renewed insurance
certificates to the City's Risk Management Administrator at a minimum of ten (10) calendar days in
advance of such expiration. In the event that expired certificates are not replaced, with new or renewed
certificates which cover the term of this Agreement and any extension thereof:
{i) the City shall suspend this Agreement until such time as the new or renewed
certificate(s) are received in acceptable form by the City's Risk Management Administrator; or
(ii) the City may, at its sole discretion, terminate the Agreement for cause and seek re -
procurement damages from Provider in conjunction with the violation of the terms and
conditions of this Agreement,
E. Compliance with the foregoing requirements shall not relieve Provider of its liabilities
and obligations under this Agreement.
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, be excluded from participation in, be denied services, or be subject to discrimination under any
provision of this Agreement.
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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 Agreements with
Blacks, Hispanic and Women -owned businesses. 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 Agreements 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.
17. ASSIGNMENT: This Agreement shall not be assigned by Provider, in whole or in part,
and Provider shall not assign any part of its operations, without the prior written consent of the City,
which may be -withheld or conditioned, in the City's sole discretion through the City Manager.
Provider may not change or replace sub -contractors performing work under the Scope of Services
identified in Exhibit "B" 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:
Joaquin Vendrell, Chief Financial
Officer
Paul Kissinger, Project Manager
1512 East Broward Boulevard
Suite 110
Ft. Lauderdale, Florida 33301
954-524-3330
TO THE CITY:
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Joe Arriola, City Manager
City Manager's Office
444 SW 2° Avenue, 10'h Floor
Miami, Florida 33130
305 416-1025
With Copies to:
Ana Gelabert-Sanchez
Director & Project
Administrator
Department of Planning
444 SW 2"d Avenue, 3` Fl.
Miami, Fl 33130
305 416-1470
Jorge L. Fernandez
City Attorney
Office of the City Attorney
444 SW 2"d Avenue, 9th Fl.
Miami, Fl 33130
305 416-1800
Ernest Burkeen
Director
Department of Parks & Recreation
444 S.W. 2"d Avenue, 8th Floor
Miami, Florida 33130
305-416-1430
Dania F. Carrillo
Risk Management Administrator
444 SW 2" Avenue, 9th Floor
Miami, Florida 33130
305 416-1700
19. MISCELLANEOUS PROVISIONS:
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. Each party waives any defense, whether asserted by motion or
pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties
consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections
to said jurisdiction. The parties irrevocably waive any rights to a jury trial.
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
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or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if
not modifiable, then the 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. Except as otherwise set forth in Section 2 above, the
City Manager shall have the sole authority to extend, to amend or to modify this Agreement on behalf
of the City.
20.- SUCCESSORS AND -ASSIGNS: This Agreement shall be binding -upon the parties hereto,
their heirs, executors, legal representatives, successors, or assigns.
21. INDEPENDENT CONTRACTORS: 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, neither Provider, nor its employees, nor any subcontractor hired by Provider to
provide any Services under this Agreement shall 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, its employees, or any subcontractor
hired by Provider to provide any Services hereunder, and Provider agrees to provide or to require
subcontractor(s) to provide, as applicable, workers' compensation insurance for any employee or agent
of Provider rendering Services to the City under this Agreement. Provider further understands and
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agrees that Provider's or subcontractors' use or entry upon City properties shall not in any way change
its or their status as an independent contractor.
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 written notice.
23. FORCE MAJEURE. A "Force Majeure Event" shall mean an act of God, act of
governmental body or military authority, fire, explosion, power failure, flood, storm, hurricane, sink
hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage,
insurrection, blockade, or embargo. In the event that either party is delayed in the performance of
any act or obligation pursuant to or required by the Agreement by reason of a Force Majeure Event,
the time for required completion of such act or obligation shall be extended by the number of days
equal to the total number of days; -if any, that such party is actually -delayed by such Force Majeure
Event. The party seeking delay in performance shall give notice to the other party specifying the
anticipated duration of the delay, and if such delay shall extend beyond the duration specified in
such notice, additional notice shall be repeated no less than monthly so long as such delay clue to a
Force Majeure Event continues. Any party seeking delay in performance due to a Force Majeure
Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with
the other party to overcome any delay that has resulted.
24. CITY NOT LIABLE FOR DELAYS: Provider hereby understands and agrees that in
no event shall the City be liable for, or responsible to Provider or any subcontractor, or to any other
person, firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for,
or any damages whatsoever related thereto, because of any injunction or other legal or equitable
proceedings or on account of any delay(s) for any cause over which the City has no control.
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25. USE OF NAME: Provider understands and agrees that the City is not engaged in research
for advertising, sales promotion, or other publicity purposes. Provider is allowed, within the limited
scope of normal and customary marketing and promotion of its work, to use the general results of this
project and the name of the City. The Provider agrees to protect any confidential information provided
by the City and will not release information of a specific nature without prior written consent of the
City Manager or the City Commission.
26, NO CONFLICT OF INTEREST: Pursuant to City of Miami Code Section 2-611, as
amended ("City Code"), regarding conflicts of interest, Provider hereby certifies to City that individual
member of Provider, no employee, and no subcontractor under this Agreement nor any immediate
family member of any of the same is also a member of any board, commission, or agency of the City.
Provider hereby represents and warrants to the City that throughout the term of this Agreement,
Provider, its employees and its subcontractors will abide by this prohibition of the City Code.
27. NO THIRD -PARTY BENEFICIARY: No persons other than the Provider and the City (and
their successors and assigns) shall have any rights whatsoever under this Agreement.
28. SURVIVAL: All obligations (including but not limited to indemnity and obligations to defend
and hold harmless) and rights of any party arising during or attributable to the period prior to
expiration or earlier termination of this Agreement shall survive such expiration or earlier termination.
29. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND
WARRANTY: Provider hereby certifies, represents and warrants to City that on the date of
Provider's execution of this Agreement and so long as this Agreement shall remain in full force. and
effect, the wage rates and other factual unit costs supporting the compensation to Provider under this
Agreement are and will continue to be accurate, complete, and current. Provider understands, agrees
and acknowledges that the City shall adjust the amount of the compensation and any additions thereto
to exclude any significant sums by which the City determines the contract price of compensation
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hereunder was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit
costs. All such contract adjustments shall be made within one (1) year of the end of this Agreement,
whether naturally expiring or earlier terminated pursuant to the provisions hereof.
30. 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.
31. INSURANCE REQUIREMENTS RIDER:
Attached as Exhibit D hereto and incorporated herein.
32. 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.
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
"Provider"
ATTEST: Edward D. Stone, Jr. and Associates, Inc.,
a Florida corporation d/b/al EDSA
By:
Print Name: Print Name:
Title: Title:
(Corporate Seal) (Authorized Corporate Officer)
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APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
Jorge L. Fernandez Dania F. Carrillo
City Attorney Risk Management Administrator
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