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HomeMy WebLinkAboutAgreementPROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement ("Contract"), made and entered into this day of , 2004, and effective , 2004, by and between the City of Miami, Florida, a municipal corporation of the State of Florida, party of the first part, (hereinafter referred to as the "City"), and the Florida International University Board of Trustees (" FIU"), a Florida corporation, for the benefit of the Metropolitan Center, party of the second part (hereinafter referred to as the "Contractor"). WITNESSETH: That the parties hereto, for the considerations hereinafter set forth, mutually agree as follows: ARTICLE 1: SCOPE OF WORK The Contractor shall furnish all personnel, materials, supervision, equipment, and transportation and perform all the work in the manner and form provided by the Contract Documents, for the services entitled: "Earned Income Credit Project" ("Services") CONTRACT DOCUMENTS All of the documents hereinafter listed form the Contract, and they are as fully as part of the Contract as if hereto attached, or repeated in this Contract: Scope of Work and allied or incidental Services thereto performed by CONTRACTOR as outlined and detailed in Attachment "A" which is expressly incorporated by reference herein ARTICLE 2: CONTRACT SUM The City shall pay to the Contractor, subject to additions and deductions, all as provided in the Proposal and other Contract Documents, the sum not to exceed a guaranteed maximum of $165,800 for the initia„ year of the Coatrac#. The City shall have no liability for any sum, fee or expense beyond this contract sum. The Contract Sum is inclusive of all fees, costs, and all work or Services performed under this Contract, including any eligible reimbursable expenses, which comply with 112.061, Florida Statutes. ARTICLE 3: TERM The term of this Contract shall commence on the effective date, which shall be immediately after it is signed by the City Manager and the term is for a period of two (2) years thereafter. The term of the Contract, and extension thereof, is contingent upon the City of Miami Commission appropriating funding for these Services. ARTICLE 4: OPTIONS TO RENEW The City Manager has the option to renew this Contract for one (1) additional four d (4) year perio ARTICLE 5: ESCALATION CLAUSE During the term of this Contract, an escalation in price may occur not more than once annually, as long as Contractor notifies the City Manager or designee with written notice thirty (30) days prior to commencing the project of such price increase. The price increase may not exceed five per cent 5% annually and requires prior written Approval by the City Manager. tfyco pto,", ARTICLE 6: PAYMENT In accordance with the provisions fully set forth in the Scope of Work and Proposal, and subject to additions and deductions as provided, the City shall pay the Contractor as follows: (a) The contractor shall produce an annual draft of a report regarding the Earned Income Credit Project ("Draft") and an annual final report ("Final Report"). (b) Upon the Contractor's submission of its invoice evidencing that the Services have been performed to the satisfaction to the City, in accordance with the Contract Documents, payment shall be made within thirty (30) calendar days. The invoice shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should City require one to be performed. All invoices shall be sufficiently detailed so as to comply with T he F lorida P rompt P ayment A ct, 218.70, e t. s eq., F la. Statutes. (c) Contractor shall not submit more than one invoice within a thirty -day period. ARTICLE 7: TIME OF COMPLETION The Contractor shall commence t he S ervices t he n umber of d ays d efined i n the Contract Documents, and shall fully complete the Contract in accordance with the Contract Documents, except that the parties agreed that the due date for the annual draft report is M due arys 't of everyq year; and, that the due date for the final report is due on g 't' of every year. In the instance that the above mentioned dates occur within a weekend both reports will be due on the next business day. Time is of the essence in the performance of these Services. ARTICLE 8: INDEMNIFICATION Subject to the limitations of Section 768.28, Florida Statutes, Contractor shall indemnify, defend and hold harmless the City, its officials, employees and agents (collectively referred to as "Indemnities") from and against any and all claims, liabilities, losses and causes of action which may arise out of Contractor's activities under this Contract, including all other acts or omissions to act on the part of Contractor, including any p erson a cting for o r on its behalf, and from and against any orders, judgments, or decrees which may be entered and from and against any and all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claims, or investigation thereof. Nothing herein shall be deemed to waive the rights, privileges and immunities as are enjoyed by the State of Florida, the Florida Board of Governors, and the Florida International University Board of Trustees. ARTICLE 9: INSURANCE Contractor shall, at all times during the term hereof, maintain such insurance coverage as required under Section 768.28 of the Florida Statutes and other applicable state laws. Evidence of such coverage shall be furnished to the City on Certificates of 2 Insurance indicating such insurance to be it full force in effect and providing that it will not be canceled during the performance of the Services under this contract without thirty (30) calendar day's prior written notice to the City Risk Management Administrator. Such coverage shall cover the Services provided under this. Execution of a Contract is contingent upon the receipt of proper insurance documents. Nothing herein shall be deemed to waive the rights, privileges and immunities as are enjoyed by the State of Florida, the Florida Board of Governors, and the Florida International University Board of Trustees. ARTICLE 10: DEFAULT AND CANCELLATION FOR CONVENIENCE: A. If either party fails to comply with any material term or condition of this Contract or fails to perform any of its obligations hereunder, then said party shall be in default. Upon the occurrence of a default hereunder either party, in addition to all remedies available to it by law, may immediately, upon written notice to the other party, terminate this Contract. In any instance, in which the City terminates the Contract under this paragraph, all payments, advances, or other compensation paid by the City to Contractor while Contractor was in default shall be immediately returned to the City except for expenses actually incurred by Contractor in performance of its obligations under the Contract. Contractor understands and agrees that termination of this Contract under this section shall not release Contractor from any obligation accruing prior to the effective date of termination. Should Contractor be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Contractor shall be liable to the City as provided by law. B. The City Manager retains the right to terminate this Contract at any time, for convenience, without penalty or liability to the City. In such event the City shall give Contractor thirty (30) days written notice of termination and Contractor will be paid for Services rendered up to date of notice, providing, however that Contractor is not in default as set forth in Section 10(A) above. Ten ($10.00) dollars of the sums payable to Contractor are given as specific and independent consideration for the ability to terminate at the convenience of the City at any time. CONTRACTOR shall have no recourse from a termination for convenience under this section. ARTICLE 11: COMPLIANCE WITH ALL LAWS; CONSTRUCTION OF CONTRACT; WAIVERS Contractor understands that agreements between State agencies and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. City and Contractor agree 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. The Contractor will not unlawfully discriminate in the performance of this Contract. The parties agree that this Contract shall be construed and enforced according to the laws of the State of Florida. Venue in any actions between the parties shall be in Miami -Dade County, Florida. In order to expedite the conclusion of any actions between them arising out of this Contract the parties voluntarily and knowingly waive their right to 3 demand a jury trial, to claim attorney's fee from the other party, or to file permissive counterclaims in such actions. ARTICLE 12: ASSIGNMENT The Services being performed are unique in nature. This Contract shall not be assigned by Contractor, in whole or in part, without the prior written consent of the City Commission, which may be withheld or conditioned, in the City's sole discretion. ARTICLE 13: ENTIRE AGREEMENT. This Contract represents the entire and integrated agreement between the City and the Contractor and supersedes all prior negotiations, representations, or contracts, either written or al. This Contract may only be amended by a written instrument executed by the parties. ARTICLE 14: RIGHT TO AUDIT The City reserves the right to audit the records of the Contractor pertaining to this Contract anytime during the term hereof, and for a period of t hree (3) years a fter final payment is made under this Contract. The Contractor will maintain such records available in Miami -Dade County during this time, ARTICLE 15: NOTICES All notices or other communications which shall or may be given pursuant to this Contract shall be in writing and shall be delivered by personal service, or by registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day it was personally served; or, if by mail, on the third business day after being posted or the date of actual receipt, whichever is earlier. FOR CITY OF MIAMI: Joe Arriola, City Manager City of Miami 350 Pan American Drive Miami, Florida With copies to: Alejandro Vii'arello, City Attorney City of Miami 444 SW 2nd Avenue, Suite 945 Miami, Florida 33130 FOR CONTRACTOR: Dario Moor po lee r.FL� M_etropolita_ n Center 150 S.E. 2" Avenue Suite 1201 Miami, FL. 33131 With copies to: Margie Jimenez Grants Specialist FIU Sponsored Research University Park Campus, MARC 430 Miami, FL. 33199 ARTICLE 16: OWNERSHIP OF DOCUMENTS All reports, data, computer or other media, documents, information,surveys, compilations and any other data developed by Contractor for the purpose of this Contract shall become the property of the City without restriction or limitation upon use and shall be made 4 available by the Contractor at any time ?upon request of the City and/or upon the termination or conclusion of this Contract. Failure to deliver such documents within ten (10) days of when requested shall be cause for the City to withhold any payments (without interest) until there is full compliance with this section. IN WITNESS WHEREOF the parties hereto have executed this Contract on the day and date first above written in herein, each of which shall, without proof or accounting for the other counterparts, be deemed an original contract. WITNESS: The Florida International University Board of Trustees Print Name: Print Title (Corporate Seal) ATTEST: 2.�.. Priscilla A. Thompson City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: Dania F. Carrillo, Risk Management Administrator Patricia R.ivarez, Acting Director Division of Sponsored Research and Training Employer Tax I.D. Number-650177616 Approved as to form and legal sufficiency: FIU Office of the General Counsel CITY OF/MI Ct doe Arriola ,City Manager `JJAPPROV FORM L. 3 arello, City Attorney 5