HomeMy WebLinkAboutAgreementSEP-30-2005 11:53 From:
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MAINTENA + G 'EMENT
This maintenance agreement ("Agreement" is entered into this I day of
M , 2002 (hut effective as of ), by and between the
Community Redevelopment Agency ("CRA"), an ag ncy and instrumentality of the City of
Miami; a municipal corporation of the Mate of Florida "City"), and Under Power. Corporation, a
Florida corporation ("Provider").
RECITALS:
A, The CRA is in need of a company to •rovide maintenance, repair, replacement
and other services to the street light system located with the CRA ("Services").
B. Provider possesses all necessary quali orations and expertise to perlcrrm the
Services.
C. The CRA wishes to engage the servic s of Provider, and Provider wishes to
perform the services for the CRA, under the terms and c nditirins set forth herein.
NOW, THEREFORE, in consideration of th= mutual covenants and promises herein
contained, Provider and the: CRA agree as follows:
URMS:
1. RECITALS: The .recitals are true and correct d are hereby incorporated into and made
a part of this Agreement.
2. TERM: The term of this Agreement sh be five (5) years, commencing on the
effective date hereof.
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3. OPTION TO EXTEND: The CRA shall h+ ve two (2) option(s) to extend the term
hereof for a period of two years each, subject to availzhility and Appropriation of funds. City
Commission approval shall be required.
4. SCOPE OF SERVICE:
A. Provider agrees to provide the Services as specifically described, and subject to
the. special terms and conditions set forth in Attac:hm" t "A" hereto, which by this reference is
incorporated into and made a part of this Agreement.
B. Provider represents and warrants to the CRA that: (i) it possesses all
qualifications, licenses and expertise required for the l rlbrmancc of the Services; (ii) it is not
delinquent in the payment of any sums due the CRA r the City, including payment of permit
fees, occupational licenses, etc., nor in the performen• , of any obligations to the CRA or the
City, Will) all personnel assigned to perform the Service are and shall be, at all times during the
term hereof, fully qualified and trained to perform t tasks assigned to each; and (iv) the
Services will be performed in the manner described in A. nchtncnt fhA".
5. COMPENSATION:
A. The amount of compensation payable by the CRA to Provider shall be $9.40 per
fixture, per month. However,, that in no event shall the - nount of compensation exceed $ 40,000
per year.
13. Payment shall be made within forty-fi (45) days after receipt of Provider's
invoice, which shall he accompanied by sufficient ,upporting documentation and contain
sufficient detail, to allow a proper (audit of expendi ures, should CRA require one to be
performed. If Provider is entitled to reimbursement of travel expenses, then all bills for travel
expenses shall be submitted in accordance with Section 112.061, Florida Statutes.
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6. OWNERSHIP OF DOCUMENTS: Pro
information, document, report or any other material w
Provider or which is otherwise obtained or prepared h
of this Agreement is and shall at all times remain the p
to use any such information, document, report ur m•
without the written consent of CRA, which may be w'
sole discretion.
7. AUDIT AND INSPECTION RIGHTS:
A. The CRA may, at reasonable times, a u for a period of up to three (3) years
following the date of final payment by the CRA to Provi ter Lander this Agreement, audit, or cause
to be audited, those books and records of Provider whi h are related to Provider's performance
Lander this Agreement. Provider agrees to maintain all such hooks and records at its principal
place of business lhr a period of three (3) years ' er final payment is made under this
a
Agreement.
B. The CRA may, at reasonable times du
facilities and perform such tests, as the CRA deems rca
the goods or services required to be provided by Provi
terms hereof., if applicable. Provider shall snake avail..
and assistance to facilitate the performance of tests or i
tests and inspections shall he subject to, and made in ac
18-96 of the Codc or the City of Miami, Florida, as s
from time to time,
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'der understands and agrees that any
atsoever which is given by the CRA to
Provider pursuant to or under the terms
openly of'the CRA. Provider agrees not
erial for any other purpose whatsoever
hheld or conditioned by the CRA in its
ng the term hereof, inspect Provider's
onably necessary, to determine whether
er under this Agreement conform to the
hle to the CRA all reasonable facilities
spections by CRA representatives. All
ordance with, the provisions of Section
me may be amended or supplemented,
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8. AWARD OF AGREEMENTS Provider presents and warrants to the CRA that it
has not employed or retained any person or company :mployed by the CRA, to solicit or secure
this Agreement and that it has not offered to pay, pa d, or agreed to pay any person any fee,
comrnis,sion, percentage, brokerage lee, or gift of an kind contingent upon or in connection
with, the award of this Agreement.
9, PUBLIC' RECORDS: Provider understai ds that the public shall have access, at all
reasonable furies, to all documents and information pe r,ining to CRA contracts, subject to the
provisions of Chapter 119, Florida Statutes, and agrc s to allow access by the CRA and the
public to all documents subject to disclosure under spp icable law. Provider's failure or refusal
to comply with the provisions of this section shall re; s OE in the immediate cancellation of this
Agreement by the CRA.
10, OMPLIANCE WI'l'H FEDERAL STAT1 ; 1 OCAL LA ': Provider
---nnderatunds that-agrecmcnti-between private entities an
local governments are subject to certain
laws --and regul<rtiuns, -including -laws pertaining to pu )lie records, conflict of interest, record
keeping, etc. CRA and Provider agree to comply with
and local laws, rules, regulations, codes and ordinance
time.
1.1, INDEMNIFICATION: Provider shall ind
CRA, the City, and their officials, employees an
"Indemnitees") and each of them from and against al
claims, expenses (including attorneys fees) or liabilities
by reason of any injury to or death of any person or
property arising out of, resulting from, or in connect
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and observe all applicable federal, state
, as the may be amended from time to
mnify, defend and hold harmless the
agents (collectively referred to as
loss, costs, penalties, tines, damage,
(collectively referred to as "Liabilities")
image to or destruction or loss of any
on with (i) the performance or non-
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performance of the services contemplated by this Agre
or indirectly caused, in whale or in part, by any act,
active or passive) of Provider or its employees, agents
as "Provider''), regardless of whether it is, or is allege
joint, concurrent or contributing) by any act, omission,
passive) of the Indemnitees, or any of thorn ur (,ii) the
of the paragraphs herein or the failure of the Provider t
regulations or requirements of any governmental auth
the performance of this Agreement. Provider expressl
the lndernn.itccs, or any of them, from and against all
employee or limner employee of Provider, or any of i
which the Provider's liability- to such employee or for
to- payments -under -state -Workers' Compensation --or sirni
12. pEFA JL'F: If Provider fails to comply with
or fails to perform any of its obligations hereunder, thc
occurrence of a default hereunder, the CRA, in additio
may immediately, upon written notice to Provider,
payments, advances, or other compensation paid by thc
default shall be immediately returned to the CRA.
termination of this Agreement under this section shall t
accruing prior to thc effective date of termination. Sh
commence to perform the Services within the time pr
addition to the foregoing, Provider shall he liable to th
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meat which is or is alleged to be directly
mission, default or negligence (whether
r subcontractors (collectively referred to
to be, caused in whole or part (whether
default or negligence (whether active or
lure of the Provider to comply with any
conform to statutes, ordinances, or other
rily, federal or state, in connection with
agrees to indemnify and hold harmless
liabilities which may be asserted by an
subcontractors, as provided above, for
er employee would otherwise be limited
arlaws.
y term or condition of this Agreement,
Provider shall be in default. Upon the
i to all remedies available to it by law,
mate this Agreement whereupon all
CRA to Provider while Provider was in
Provider understands and agrees that
of release Provider from any obligation
uld Provider be unable or unwilling to
vided or contemplated herein, then, in
CRA for all expenses incurred by the
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CRA in preparation and negotiation of' this Agreement, as well as all costs and expenses incurred
by the CRA in the re -procurement of the Services, including consequential and incidental
damages.
13. RESOLUTION OF CONTRACT DISPUTES: Provider understands and agrees that
ail disputes between Provider and the CRA based upu un alleged violation of the terns of this
Agreement by the CRA shall be submitted to theixe utive Director of the CRA ("Executive
Director") for his/her, resolution, prior to Provider ieing entitled to seek judicial relief in
connection therewith. In the event that the amount of ompcnsation hereunder exceeds $4,500,
the Executive Director's decision shall be approved t disapproved by the City Commission.
Provider shall not be entitled to seek judicial relief un]. ss: (i) it has first received the Executive
Director's written decision, approved by the City Co mission if the amount of ucm,pensation
hereunder exceeds $4,500; or (ii) a period of sixty (60) days has expired, after submitting to the
Executive-Director-a-detailed--statementof-the--cli ,pate, -accompanied-- by -all supporting
documentation--(ninety-{(tl)-.days--it=the. Executive-- oircctor's- -decision is -subject to City
Commission approval); or (ili) CRA has waived cumpl anew with the procedure set forth in this
section by written instruments, signed by the Executive irector,
14. CRA'S TERMINATION RIGHTS:
A. The CRA shall have the right to tennina this Agreement, in its sole discretion, at
any time, by giving written notice to Provider at lea thirty (30) business days prior to the
effective date of such termination, In such event, the - RA shall pay to Provider compensation
:for services rendered and expenses incurred prior to the .ffective date of termination, In no event
shall the CRA be liable to Provider for any additional compensation, other than that provided
herein, or for any consequential or incidental damages.
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13. The CRA shall have the right to ter nate this Agreement, without notice or
liability to Provider, upon the occurrence of an event of default hereunder. In such event, the
CRA shall not be obligated to pay any amounts to Pro ider and Provider shall reimburse to the
CRA all amounts received while Provider was in defaul under this Agreement.
15. INSURANCE„ Provider shall, at all tirn=s during the term hereof, maintain such
insurance coverage as may be required by the CRA. All such insurance, including renewals,
shall be subject to the approval of the CRA and the City of Miami's Risk Management Division
for adequacy of protection and evidence of such coverage shall be furnished to the CRA on
Certificates of -Insurance indicating such insurance to
in farce and effect and providing that it
will not be canceled during the performance of the servi+es under this contract without. thirty (30)
calendar days prior written notice to the CRA. Coniplct-•d Certificates of Insurance shall he filed
with the CRA prior to the performance of services her under, provided, however, that Provider
--- hall-at-an-y time -upon -request file -duplicate copies --of the- policies of such insurance with the
CR.A...1'he-CRA and the -City-shall-bc-natnedas-additio 1-insureds
lf, in the judgment of the CRA, prevailing cond'tions warrant the provision by Provider
of additional liability insurance coverage or coverag el
which is different in kind, the CRA
reserves the right to require the provision by Provider cf an amount of coverage different Crum
the amounts or kind previously required and shall a
requirements thirty (30) days prior to the date on wt
Should the Provider fail or refuse to satisfy the require
(30) days lbllowing the CRA's written notice, this Agre
the date the required change in policy coverage would eti
16. CONFLICT OF INTEREST:
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ford written notice of such change in
ich the requirements shall take effect.
meat of changed coverage within thirty
ment shall be considered terminated on
ierwise take effect.
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A. Provider is aware of the eonf1ict of in
CRA Code Chapter 2, Article V), Dade County, Florid
seq.) and of the State of Florida as set forth in the Flo
rest laws of the City of Miami (Miami
t (Dade County Code, Section 2-11.1 ra,
ida Statutes, and agrees that it will fully
comply in all respects with the terms of said laws and any future amendments thereto.
R. Provider covenants that no person or ent ty under its employ, presently exercising
any functions or responsibilities in connection with tit' s Agreement, has any personal financial
interests, direct or indirect, with the CRA. Provider fitn
this Agreement, no person or entity having such conflic
services provided hereunder. Any such conflict of
her covenants that, in the performance of
ring interest shall be utilized in respect to
interest(s) on the part of Provider, its
employees or associated persons, or entities must -EV disclosed in writing to the CRA.
17. NONAISC.1UM1NATlt)N: Provider represent and warrants to the CRA that Provider
does not and will not engage in discriminatory practices and that there shall be no discrimination
--in-connection-with- Provider=s-perforrance under-thi. greerncnt-on. aecocm1-ofracc--color, sex,
--religion, . :age,- -handicap, -marital -status or natior►al--ori in.---Rrovidcr-ftirther--covenants that no
otherwise qualified individual shall, solely by reason f hiWher raze, color, sex, religion, age,
handicap, marital status or notional origin, be excluded from participation in, be denied services,
or be subject to discrimination under any provision of this Agreement,
18. MINORITY AND WOMEN BUSINESS AFFAIRS AND PROCUREMENT
PROGRAM:, The City has established u Minority
and Women Business Affairs and
Procurement Program (the "MIWBE Program") designed to increase the volume of City
procurement and contracts with Blacks, Hispanic and Women -owned business. The MIWBE
Program is found in the City of Miami's Ordinance
o. 10062, a copy of which has been
delivered lo, and receipt of which is hereby acknowlecljed by Provider. Provider understands
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and agrees that the (.'.RA shall have the right to terminate and cancel this Agreement, without
notice or penalty to the CRA, and to eliminate Provid
1iom consideration and participation in
future CRA contracts 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 womenowned business participation.
19. ASSICNMENT• This .Agreement shall not
be assigned by Provider, in whole or in
part, without the prior written consent of the CRA, which may he withheld or conditioned, in the
CRA's sole discretion.
20. ,NO'I'IC_ES: Ali notices or other conununiculirns required under this Agreement shall
be in writing and shall be given by hand -delivery or 1i registc ed 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--nn-theyiay.-on rhich-personally-delivered;-or, ifb mail, mthefifth-day—afitx-being posted
- orthe-date -of actual receipk-w-hiehever-is-earlier:
To To the CRA
To Provider
Executive Director
City of Miami
Comnnunity Redevelopment Agency
300 Biscayne Boulevard, Suite 430
Miami, Florida 33131
:Rafael
12460
Miami
INin
S.W. 8 Street #204
Florida 33 ] 84
with copies to:
City Attorney
City of Miami
444 S.W. 2" Avenue, Suitt 945
Miami, Florida 33 l30
Raquel
325 Al-neida
Coral
_
Rodriguez, Esq.
Avenue
ables, Florida 33134
21. MISCELLANEOUS PROVISIONS:
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A. This Agreement shall he construed and eliforeed according to the laws of the State
of Florida.
13. Tide 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 sane 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 juris iction to be invalid, illegal or otherwise
unenforceable under the laws of the State of llorida
or the City of Miami, such provision,
paragraph, sentence, word or phrase shall be. deemed midifed to the extent nccossary in order to
conform with such laws, or if not modifiable, then same shall be deemed severable, and in either
-event,thc remaining terns-and-provisions-oFt)-ris-A—g rent- ilieri ainunmodifled and in full
-- force -and effeet or-lirnitatio,n-of-its use:
E. This Agreement constitutes the sole an entire agreement between the parties
hereto. No modification or amendment hereto shall he valid lidless in writing and executed by
property authorized represent:{dives of the parties hereto.
22. ill_CCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties
hereto, their heirs, executors, Legal representatives, successors, or assigns,
23. PIDLPENDENT CONTRACTOR: Provider has been procured and is being
engaged to provide services to the CRA as an independent contractor, and not as an agent or
employee of the CRA. Accordingly, Provider shall no attain, nnr he entitled tu, any rights or
benefits under the Civil Service or. Pension Ordinances of the City, nor any rights generally
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afforded classified or unclassified employees. Provider further understands that Florida
Workers' Compensation benefits Eivai1able to employees of the CRA are not available to
Provider, and agrees to provide workers' compensation insurance for any employee or agent of
Provider rendering services to the CRA under this Agre;ern.ent.
24, CONTINCENCY 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.
25, 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 A.greemenl are of no force or effect.
--26; - --SPECIAL INSLUR N€- AN1)-Ni)LMNWF-IC.AT-ION-RIDERi -lea initial if
applicable, YES:
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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
APPROVED AS TO FORM AND
CORRECTNESS:
«P
�rvidcr"
Unacr Puler Corp,,
a Florida corporation
Rafael Nin
I'resident
Community Redevelopment Agency,
an -agency and-instrumentality'of1he—
City of Miami, a municipal
corporation of the State of Florida
nnette >C.e'vis
Acting Executive Director
APPROVED AS TO INSURANCE
Rk ([ J IRF.MENTS:
Alejandro V I Sue Weller
City Attorney Acting R s Manasement Administrator
i arell ti
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