HomeMy WebLinkAboutExhibitPROFESSIONAL SERVICES AGREEMENT
This Agreement is entered into this day of _ , 2007, by and between the
City of Miami, a municipal corporation of the State of Florida ("City"); Water Management
Technologies, Inc. a Florida corporation ("Provider");
RECITALS:
A. WHEREAS, the City has awarded Resolution , adopted on
2007, for a yearly term contract with option to renew for two additional one year
periods, in an amount not to exceed $200,000 per year, to be expended exclusively for the
Services of the Scavenger 2000 Decontamination Boat (Program"), owned and operated by the
Provider.
B. WHEREAS, the Provider has been determined to be a sole -source for the
provision of cleaning and decontaminating the Miami River, Biscayne Bay, and all navigable
tributaries ("Services"), necessary to establish and implement the Program.
C. WHEREAS, Provider possesses all necessary qualifications and expertise to
perform the Services.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, Provider, and the City 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 date of execution, and
unless terminated in accordance with the provisions hereof, shall continue for a one year term
with an option to renew for two additional one year period.
3. SCOPE OF SERVICE:
A. Provider agrees to provide the Services to the City as specifically described, and
under the special terms and conditions set forth in Attachment "A" hereto, which by this
reference is incorporated into and made a part of this Agreement.
B. Provider represents and warrants to the City that: (i) it possesses all qualifications,
licenses and expertise required 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) it shall furnish all labor, materials, and
equipment, necessary to perform the Services under this Agreement; (iv) 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; and (v) the Services will be performed in the
manner described in Attachment "A".
S. COMPENSATION:
A. The amount of compensation payable by the City to Provider shall be based on the
rates and schedules described in Attachment "B" hereto, which by this reference is incorporated
into this Agreement; provided, however, that in no event shall the amount of compensation
exceed a combined total of $200,000 for the Program.
B. Unless otherwise specifically provided in Attachment "B", payment shall be made
within thirty (30) days after receipt of Provider's invoice, which shall be accompanied by
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sufficient supporting documentation and contain sufficient detail, to allow a proper audit of
expenditures, should City require one to be performed.
C. Upon presentation of Provider's invoice for Services rendered, Provider shall be.
paid in the following manner:
1. The City shall pay Provider one hundred percent (100%) of each
total invoice amount, up to a sum total of $200,000 for a one year
term contract with the option to renew for two additional one year
-period;
6. OWNERSHIP OF DOCUMENTS: The Provider understands and agrees that
any information, document, report or any other material whatsoever which is given by the City to
the Provider 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. The Provider
agree not to use any such information, document, report or material for any other purpose
whatsoever without the written consent of City, which may be withheld or conditioned by the
City in its sole discretion.
7. AUDIT AND INSPECTION RIGHTS:
A. 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
to be audited, those books and records of Provider which are related to Provider's performance
under this Agreement. 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.
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B. The City may, at reasonable times during the term hereof, inspect Provider's
facilities and perform such tests, as the City deems reasonably necessary, to determine whether
the goods or services required to be provided by Provider under this Agreement conform to the
terms hereof and/or the terms of the Solicitation Documents, if applicable. Provider shall make
available to the City all reasonable facilities and assistance to facilitate the performance of tests
or inspections by City representatives. All tests and inspections shall be subject to, and made in
accordance with, the provisions of Section 18-100 of the Code of the City of Miami, Florida, as
same may be nuns„ded or supplemented, from time to time.
8. AWARD OF AGREEMENT: Provider represents and warrants 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 award of this Agreement.
9. PUBLIC RECORDS: The 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. The 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.
10. COMPLIANCE WITH PROGRAM REQUIREMENTS AND FEDERAL, STATE
AND LOCAL LAWS: Provider shall comply with all requirements imposed by .the City,
including reporting, record keeping and other requirements. Provider shall also comply with and
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observe all applicable federal, state and local laws, rules, regulations, codes and ordinances, as
they may be amended from time to time.
11. INDEMNIFICATION: Provider shall indemnify, defend and hold harmless the
City and its officials, employees and 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) 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 tile :� irrices
contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in
whole or in part, by any act, omission, default or negligence (whether active or passive) 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
Indemnitees, or any of them or (ii) the failure of the Provider to comply with any of the
paragraphs herein or the failure of the Provider to conform to statutes, ordinances, or other
regulations or requirements of any governmental authority, federal or state, in connection with
the performance of this Agreement. Provider expressly agrees to indemnify and hold harmless
the Indemnities, 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 subcontractors, 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.
12. DEFAULT: If the Provider fails to comply with any term or condition of this
Agreement, or fails to perform any of its obligations hereunder, then that Provider shall be in
CoM:Scavenger 2000 Contract 2007
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default. Upon the occurrence of a default hereunder the City, in addition to all remedies
available to it by law, may immediately, upon written notice to the Provider, terminate this
Agreement whereupon all payments, advances, or other compensation paid by the City to
Provider, shall be immediately returned to the City. 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 t„ penses incurredby 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, including consequential and incidental damages.
13. CITY'S TERMINATION RIGHTS:.
A. The City shall have the right to terminate this Agreement, by giving Provider, at
least five (5) business days prior written notice, upon discontinuance or termination of the
Program, unavailability of funds under the Grant, or if the City determines, in its sole discretion,
that continuation of the Program or of Provider's services are no longer in the best interest of the
City. In such event, the City shall pay to Provider compensation 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
consequential or incidental damages.
B. The City shall have the right to terminate this Agreement, without notice or
liability to Provider, upon the occurrence of an event of default under the grant or under this
Agreement. In such event, the City shall not be obligated to pay any amounts to Provider and
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Provider shall reimburse to the City all amounts received while Provider was in default under
this Agreement.
14. INSURANCE: Provider shall, at all times during thw term hereof, maintain such
insurance coverage as may be required by the City. All such insurance, including renewals, shall
be subject to the approval of the City for adequacy of protection and evidence of such coverage
shall be furnished to the City on Certificates of Insurance indicating such insurance to be in force
and effect and providing that it will not be canceled during the performance of the services under
this contract without thirty (30) calendar days prior written notice to flat City, 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 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.
15. 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, handicap, marital status or national origin. Provider further covenants that no
CoM:Scavenger 2000 Contract 2007
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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
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 contracts with Blacks, Hispanic and Women -owned business. The M/WBE
Program is found in Ordinance No. 10062, a copy of which has been sae1ivPred 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 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 women owned business participation.
17. 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.
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 Provider at the address indicated herein or to such other
address as a Provider 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.
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TO PROVIDER:
Sophie Mastriano, President
Water Management Technologies, Inc.
10400 NW 33 Street Suite 200
Miami, FL 33172-5902 USA
TO THE CITY:
Mrs. Stephanie N. Grindell, PE, Director
Department of Public Works
444 SW 2 Avenue 8th Floor
Miami, FL 33130
19. MISCELLANEOUS PROVISIONS:
4., This Agreement shall be construed rind Pnforced according to i lc :aws of the State
of 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 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 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.
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E. This Agreement constitutes the sole and entire agreement between the provider
and City. No modification or amendment hereto shall be valid unless in writing and executed by
properly authorized representatives of the provider hereto.
F. The Provider will allow City inspectors, agents or representatives the ability to
monitor its compliance with safety precautions as required by federal, state or local laws, rules,
regulations and ordinances. By performing these inspections the City, its agents, or
representatives are not assuming any liability by virtue of these laws, rules, regulations and
ordinances. The Provider shall have no recourse againsi: the City, its agents, ur representatives
from the occurrence, non-occurrence or result of such inspection(s). Upon issuance of a notice to
proceed, the Provider shall contact the Risk Management Department at (305) 416- 1800 to
schedule the inspection(s).
G. Provider shall affirmatively comply with all applicable provisions of the
Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services
funded by the City including Titles I and II of the ADA (regarding nondiscrimination on the basis
of disability) and all applicable regulations, guidelines and standards. Additionally, Provider shall
take affirmative steps to ensure nondiscrimination in employment of disabled persons.
20. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the provider
hereto, their heirs, executors, legal representatives, successors, or assigns.
21. INDEPENDENT CONTRACTOR: 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, Provider shall not 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
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Workers' Compensation benefits available to employees of the City are not available to Provider,
and agrees to provide workers' compensation insurance for any employee or agent of Provider
rendering services to the City under this Agreement.
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 notice.
23. ENTIRE AGREEMENT;: This instrument and •its attachments constitute the sole and
only agreement of the provider 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.
24. COUNTERPARTS: This Agreement may be executed in two or more counterparts,
each of which shall constitute an original but all of which, when taken together, shall constitute
one and the same agreement.
25. SPECIAL INSURANCE AND INDEMNIFICATION RIDER: Please initial if
applicable:
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IN WITNESS WHEREOF, the provider hereto have caused this instrument to be
executed by their respective officials thereunto duly authorized, this thf: day and year above
written.
"City"
CITY OF MIAMI, a municipal
ATTEST: corporation
By:
Priscilla A. Thompson, City Clerk Pedro G. Hernandez, City Manager
"Provider"
ATTEST: Water Management Technologies, Inc.
a Florida corporation
Print Name:
Title:
By:
Print Name: Sophie Mastriano
Title: President
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
Jorge L. Fernandez LeeAnn Brehm, Director
City Attorney Risk Management
ATTACHMENT A
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SCOPE OF SERVICES
For the Scavenger 2000 Decontamination Boat
From Water Management Technologies
This project consists of the collection of floatable debris i;: the water surfaces under the
jurisdiction of the City of Miami including the Biscayne Bay area, navigable tributaries and its
marinas. It also calls for oxygenation injection and water treatment system. Floatable debris are
to be considered as any material floating within the first two feet of water and includes aluminum
cans, plastic bags, toys, vegetation, animal debris, wood, leaves, etc.
Contractor shall store this debris at selected staging areas approved by the City Engineer. The
debris shall be carried from the staging areas to a Miami -Dade County disposal facility at the
Contractor's expense.
The Scavenger 2000 shall implement its oxygen aeration and decontamination process within am,
•
navigCnie body of water encounter as shown in the attached City of Miami Waterways location
map.
The following are receiving streams for the outfalls within the jurisdiction of the City of Miami
Municipal Separate Storm Sewer System (MS4) permit: Biscayne Bay, City Lake, Wagner
Creek, Blue Lagoon, Seybold Canal, Comfort Canal, Lawrence Waterway, and Tamiami Canal.
The City of Miami shall inform Water Management Technologies where they require the vessel
to work.
Contractor shall work a maximum of 20 hours per week and shall patrol all the waterways a
minimum of once per week.
Contractor will give every two month a water analysis report to the City from a different selected
location regarding the following parameters which are:
Human fecal coliform
Total coliform
Bacteria Count
Algae Count
Ph, Temperature
The City will provide free docking space for the Scavenger 2000 including water and electricity
(already approved on December 23, 2002 - MRC Docking area).
ATTACHMENT B
FINANCIAL AGREEMENT
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A) Amount of contract - $200,000 per year.
Break down: $196,000 for 49 weeks (All navigable waterways) and $4,000 for one
(1) week at Blue Lagoon. Refer to note 1.
B) Term of contract — One year (50 weeks) with option to renew for two additional years.
C) Contractor will work a maximum of 20 hours per week (except in case of force
majeure) at $200 (Two Hundred Dollars) per hour for 50 weeks a year.
D) Contractor will provide the City details of his work on a form attached to the invoice
submitted for payment of his weekly services.
E) Contractor will sent to the City every Monday, an invoice for the amount of hours
worked is preceding i ec:k. A_naclied to uiat inVU]C i"'"-- . .Y: ::leiaii5 of
performed by the Contractor. The City will pay weekly to the Contractor the 100% of
invoice amount.
F) Contractor shall work a maximum of 20 hours per week Five hours a week will be
added to the work, at no charge to the City, as special discount, if the contract is to be
renewable for two years. See Attachment "C".
G) The working area locations as sited in Attachment "C" are subject to change. Any
deviation from the weekly schedule requires the prior written approval of the City
Engineer.
H) Pick up and trash removal: Included in price.
I) Water Analysis report: Included in price.
J) NOTE: To work in Blue Lagoon, the Scavenger 2000 has to be transported by land. A
week out of the contract, the contractor is to transport the vessel to Blue Lagoon. The
cost for this week shall be $4,000. Break down is as follows: $1,000 for transportation
from Blue lagoon to MRC docking area (round trip) and $3,000 for 15 hours
maximum at $200 per hour.
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ATTACHMENT C
FREQUENCY OF MAINTENANCE OF CITY'S WATERWAYS ON A MONTHLY BASIS
Note: This Frequency Schedule and Working Area Location are subject to change.
Scavenger 2000 Decontamination Boat
WEEK 1 - Biscayne Bay / North of River (20 hours maximum)
Working Area
Monday
Tuesday
Wednesday
Thursday
Friday
Total
(20 how!)
5 hrs '
Bayside Marina
1 hr
1 hr
1 hr
1 br
1 hr
American Airlines Arena
Cove
1 hr
1 hr
1 hr
1 hr
1 hr
5 hrs
NE 21 Street Cove
l hr
1 hr
1 hr
1 hr
l hr
5 hrs
NE 2$ Street Cove
l hr
1 hr
l hr
l br
l hr
5 hrs
No charge to City — Miami
River
L. �._ .•--
1 hr
. _.
1 hr
_
1 hr
—
1 hr
1 hr
5 hrs
No charge to
Citv
WEEK 2 - Biscayne Bay / North of River (20 hours maximu
Working Area
Monday
Tuesday
Wednesday
Thursday
Friday
Total
(20 hours)
5 hrs
Davis Canal
1 hr
1 hr
1 hr
l hr
l hr
Ademar Canal
1 hr
1 hr
1 hr
1 br
1 hr
5 hrs
Little River
1 hr
1 hr
1 hr
1 br
1 hr
5 hrs
Biscayne Bay
1hr
lhr
1hr
lhr
1hr
5hrs
No charge to City — Miami
River
1 hr
1 hr
1 hr
1 hr
1 hr
5 hrs
No charge to
City
WEEK 3 - Biscayne Bay / South of River (20 ho
Working Area
Monday
Tuesday
Wednesday
Thursday
Friday
Total
(20 hours)
5 hrs
Dinner Key Marina
1 hr
1 hr
1 hr
1 hr
1 hr
Grove Key Marina
1 hr
1 hr
1 br
1 hr
1 hr
5 hrs
Biscayne Bay
2hr
2hr
2hr
2hr
2hr
10 hrs
No charge to City — Miami
River
1 hr
1 hr
1 hr
1 hr
1 hr
5 hrs
No charge to
City
WEEK 4 - Through the Miami River (20 hours maxi
Working Area
Monday
Tuesday
Wednesday
Thursday
Friday
Total
(20 hours)
Seybold Canal
1 hr
1 hr
1 br
1 hr
1 hr
5 hrs
Lawrence Waterway
1 hr
1 hr
1 hr
1 hr
1 br
5 hrs
South Fork Miami River
1 hr
1 hr
1 hr
1 hr
1 hr
5 hrs
Miami Canal
1 hr
1 hr
1 hr
1 hr
1 hr
5 hrs
No charge to City — Miami
River
1 hr
1 hr
1 hr
1 hr
1 hr
5 brs
No charge to
City
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