HomeMy WebLinkAboutExhibit1-SUBPROFESSIONAL SERVICES AGREEMENT
BETWEEN
The City of Miami and
The Center on Non -Profit Effectiveness
This Professional Services Agreement (this "Agreement"), is entered int
as of the day of , 2008, (the "Effective= Date") by and betwee
the City of Miami, a municipal corporation of the State of Florida having offices
444 SW 2nd Avenue Miami, Florida 33130 (hereafter referred to as the "City
and the Center on Non -Profit Effectiveness, a Florida not -for -profit corporatio
having offices at 3250 SW Third Avenu
Miami, Florida 33129 (hereafter referred to as "Provider").
RECITALS:
WHEREAS, City of Miami Resolution No. 07-0641, adopted by the City
Commission on November 9, 2007 recognizes the request from the Mayor's
Office to provide capacity -building services for the Miami Network for Integration,
Compassion and Empowerment (NICE) program and authorizes the City
Manager to accept a grant in the amount of $500,000 per year from the
Department of Health and Human Services (DHHS), Office of Community
Services, Administration for Children and Families to fund this training and
technical assistance project and to execute the necessary documents to
implement the acceptance of the grant award; and
WHEREAS, the City through its Office of the Mayor provides and/or develops or
agrees to require the third -party not -for -profit organizations to provide and/or to
develop programs and services of value to children and families of Miami -Dade
County and within the City as more specifically set forth in this Agreement, and
has demonstrated an ability to provide these services or to require these services
to be provided through other not -for -profit organizations; and
WHEREAS, Provider is one of the third -party not -for -profit organizations capable
of providing and/or developing the programs necessary to carry forward the
City's goals; and
WHEREAS, the City and DHHS desire that Provider provide those programs and
services listed on Attachment A, incorporated and made a part hereof, as being
the responsibility of Provider and Provider desires to provide such programs and
services; and
WHEREAS, DHHS has appropriated funds to the City to fund the proposed
programs and services to be provided by Provider; and
WHEREAS, Provider's Board of Director's has passed its resolution on April 10,
2008 authorizing Provider Center on Nonprofit Effectiveness (C-ONE) to enter
Miami NICE PSA CONE Final 05 02 08 1
___. og-004s4-7 Exhibit(-SUC)
into and to perform Provider's duties, responsibilities, and obligations under thi
Agreement, which resolution is incorporated attached hereto as Attachment B,
NOW, THEREFORE, in consideration of the mutual covenants recorded herein
the parties hereto agree as follows:
1. Scope of services
The Provider agrees to render the programs and services in accordance with th
scope of services and evaluation measures incorporated and attached hereto a
Attachment A and under DHHS Contract incorporated and attached hereto as
Attachment C. The Provider will implement the scope of services as described in
Attachment A in a manner deemed satisfactory to the City and to DHHS. Any
modification or amendment to the scope of services shall not be effective without
prior written approval by the City Manager. The amended scope of services,
subject to approval by the City Manager and DHHS, must be submitted ninety
(90) days prior to the expiration of this Agreement and of the DHHS Contract.
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 of
Miami, including payment of permit fees, occupational licenses, etc., nor in the
performance of any obligations to the City of Miami; (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; and (iv) the Services
will be performed in the manner described in Attachment "A".
Provider shall perform its duties, obligations, and services under this Agreement
and under the DHHS contract in a skillful and respectful manner. The quality of
Provider's performance and all interim and final product(s) provided to or on
behalf of the City shall be comparable to local, state and national best practice
standards of qualities of performance.
2. Effective term
Both parties agree that the effective term of this Agreement shall be from 9/30/07
to 9/29/08 with two (2) additional one-year options to renew. The City will give
Provider thirty (30) days written notice prior to the termination of the Agreement
that it wishes to renew the Agreement.
3. Amount payable
Subject to available funds, the maximum amount payable for services rendered
under this Agreement shall not exceed $134,773 annually. Payments shall be
made in accordance with the deliverables set forth in Attachment A. Both parties
agree that should available funding to the City be reduced:
A) the amount payable under this Agreement may be proportionately reduced at
the sole option of the City with a proportionate reduction in the scope of services
Miami NICE PSA CONE Final 05 02 08 2
and the City may proportionately reduce at the sole option of the City the amount
of funding and the scope of services in any related agreement(s) with any not -
profit organization(s) providing services as indicated in Attachment A, includ
this Agreement with Provider; or
B) this Agreement may be terminated at the sole option of the City.
In the event that the City or its independent auditor discovers that
overpayment has been made, the Provider shall repay said overpayment with
thirty (30) calendar days without prior notification from the City.
4. Indemnification by Provider
Provider hereby indemnifies, and shall defend, hold harmless and release th
City and its officials, board members, employees, agents, and instrumentalitie
from any and all liability, losses or damages, including attorneys' fees and cost
of defense, which the City or its officials, board members, employees, agents o
instrumentalities may incur as a result of claims, demands, suits, causes o
actions or proceedings of any kind or nature arising out of, relating to, or resultin
from the performance or non-performance of the programs and services an
other responsibilities and duties of Provider by virtue of this Agreement, b
Provider and its employees, agents, servants, board members, partners,
principals or subcontractors. Provider shall pay all claims and losses in
connection herewith and shall investigate and defend all claims, suits or actions
of any kind or nature in the name of the City, including appellate proceedings,
and shall pay all costs, judgments, fines, and attorneys' fees which may issue
thereon. Provider acknowledges and agrees that any insurance protection
required by the City in relation to this Agreement shall in no way limit Provider's
responsibility to indemnify, keep and save harmless, release, and defend the
DHHS, the City, and their respective officials, board members, employees,
agents, and instrumentalities intended by this Agreement and the related DHHS
Contract.
The provisions of this section on indemnification shall survive the expiration or
termination of this Agreement and the related DHHS Contract.
5. Insurance
A. Minimum insurance requirements for not -for -profit organizations:
Certificates of Insurance
The Provider shall furnish to the City of Miami, Department of Risk Management,
444 S.W. 2nd Avenue, 9th Floor, Miami, FL 33130 upon execution of this
Agreement, Certificate(s) of Insurance which indicate that the insurance
coverage(s) have been obtained which meet the requirements as outlined below:
1. Workers' Compensation Insurance for all employees of the Provider as
required by Florida Statute 440;
Miami NICE PSA CONE Final 05 02 08 3
2. Comprehensive general liability insurance in an amount not less than
$500,000 combined single limit per occurrence for bodily injury and
property damage. The City must be designated and shown as an additional
insured with respect to this coverage;
3. Automobile liability insurance covering all owned, non -owned and hired
vehicles used in connection with the work, in an amount not less than
$1,000,000 combined single limit per occurrence for bodily injury and
property damage. The City must be designated and shown as an additional
insured with respect to this coverage.
B. Classifications and ratings for not -for -profit organization coverages
All insurance policies required above from the not -for -profit organizations
providing programs and services as indicated in Attachment A shall be issued by
companies authorized to do business under the laws of the State of Florida, wi
the following qualifications:
1. The company must be rated no Tess than "B" as to management, and
no less than "Class V" as to financial strength, by the latest edition of
Best's Insurance Guide, published by A.M. Best Company, Oldwick, New
Jersey, or its equivalent, subject to the approval of DHHS's Risk
Management Division, or
2. The company must hold a valid Florida Certificate of Authority as
shown in the latest "List of All Insurance Companies Authorized or
Approved to Do Business in Florida" issued by the State of Florida
Department of Insurance and are members of the Florida Guaranty
Fund.
C. Modifications and changes for not -for -profit organization coverages
All insurance certificates from the not -for -profit organizations providing
services as indicated in Attachment A will indicate no modification or change
in insurance shall be made without thirty (30) days advance notice to the
certificate holders. All certificates must be submitted to the City's Risk
Management Department . The City's Risk Management Administrator shall
have the rights to review said certificates and to require updating of types
and amounts of coverages provided by the not -for -profit organizations.
NOTE: THE CERTIFICATE HOLDER MUST READ:
The City of Miami
Department of Risk Management
444 S.W. 2nd Avenue, 9th Floor
Miami, Florida 33130
Miami NICE PSA CONE Final 05 02 08
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Compliance with the foregoing requirements shall not relieve the Provider of
liability and obligation under this section or under any other section of this
Agreement.
D. Duration of not -for -profit organization insurance
Provider as a not -for -profit organization providing programs and services as
indicated in Attachment A shall be responsible for assuring that the insurance
certificates required in conjunction with this Section remain in force for the
duration of the contractual period; including any and all renewal periods and/or
additional phases or work that may be granted to and/or by the City in
accordance with this Agreement. If insurance certificates are scheduled to expire
during the contractual period, Provider shall be responsible for submitting new or
renewed insurance certificates to the City at a minimum of thirty (30) calendar
days in advance of such expiration. In the event that expired certificates are not
replaced with new or renewed certificates which cover the contractual period, the
City shall suspend this Agreement with Provider until such time as the new or
renewed certificates are received by the City; provided, however, that thi
suspended period does not exceed thirty (30) calendar days.
E. Failure by not -for -profit organization(s) to provide certificates of
insurance
If Provider as a not -for -profit organization providing programs and services as
indicated in Attachment A hereto fails to furnish the City with certificates o
written verification required under this section or as determined by the City's Risk
Management Administrator after review of the scope of services (Attachment A),
the City shall not disburse any funds until both are provided with the necessary
certificates of insurance or written verification. Failure to provide the certificates
of insurance or written verification upon execution of this Agreement and any
extensions hereof may result in termination of all or any part of the grant award to
Provider.
6. Ownership of Documents
Provider understands and agrees that any information, document, report or any
other material whatsoever which is given by the City to 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. 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/her 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
Miami NICE PSA CONE Final 05 02 08
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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.
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 amended 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 i
connection with, the award of this Agreement.
9. Public Records :
Provider understands that the public shall have access, at all reasonable times, ':
to all documents and information pertaining to City contracts, subject to the,."
provisions of Chapter 119, Florida Statutes, and agrees to allow access by thee ,9 <;
CITY and the public to all documents subject to disclosure under applicable law. F�,r
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 Federal, State and Local Laws
Provider understands that agreements between private entities and local ; °-
governments are subject to certain laws and regulations, including laws
pertaining to public records, conflict of interest, record keeping, etc. City and
Provider agree to comply with and observe all applicable laws, codes and
ordinances as they may be amended from time to time.
11. Indemnification
Provider shall indemnify, defend and hold harmless the CITY, 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 the services 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
Miami NICE PSA CONE Final 05 02 08 6
"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 lndemnitees, 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 Provider fails to comply with any term or condition of this
Agreement, or fails to perform any of its obligations hereunder, then Provider
shall be in 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 Provider, terminate this Agreement whereupon all payments, advances,
or other compensation paid by the CITY to Provider while Provider was in default
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 expenses incurred by the CITY in preparation and
negotiation of this Agreement, as well as all costs and expenses incurred by the
CITY in the re -procurement of the Services, including consequential and
incidental damages.
13. RESOLUTION OF CONTRACT DISPUTES: Provider understands and
agrees that all disputes between Provider and the CITY based upon an alleged
violation of the terms of this Agreement by the CITY shall be submitted to the
City Manager for his/her resolution, prior to Provider being entitled to seek
judicial relief in connection therewith. In the event that the amount of
compensation hereunder exceeds $25,000,' the City Manager's decision shall be
approved or disapproved by the City Commission. Provider shall not be entitled
to seek judicial relief unless: (i) it has first received the City Manager's written
decision, approved by the City Commission if the amount of compensation
hereunder exceeds $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 the 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.
14. CITY'S TERMINATION RIGHTS:
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A. The CITY shall have the right to terminate this Agreement, in its
sole discretion, at any time, by giving written notice to Provider at least 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 allowable
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 to Provider, upon the occurrence of an event of default hereunder. In such
event, the CITY shall not be obligated to pay any amounts to Provider and
Provider shall reimburse to the CITY all amounts received while Provider was in
default under this Agreement.
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 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. ASSIGNMENT: This Agreement, and the duties contained herein,
shall not be assigned or delegated by Provider, in whole or in part, without the
prior written consent of the City Manager, which may be withheld or conditioned,
in the Executive Director's sole discretion. Specifically, in the event that Provider
intends to obtain a subcontractor(s) to perform the Services contained herein,
Provider shall obtain the City Manager's prior written consent, which may be
withheld or conditioned, in the City Manager's sole discretion.
17. 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.
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Miami NICE PSA CONE Final 05 02 08
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(a) In the case of a notice or communication to Provider, to:
Center on Non -Profit Effectiveness
3250 SW Third Avenue
Miami, Florida 33129
Attention: Linda Schotthoeffer
With a copy to:
Center on Non -Profit Effectiveness
3250 SW Third Avenue
Miami, Florida 33129
(b) In the case of a notice or communication to the City, to:
City of Miami
Attention: City Manager
Miami Riverside Building, 10th Floor
444 S.W. 2nd Avenue
Miami, Florida 33130
With a copy to:
City Attorney
City of Miami
Miami Riverside Building, 9th Floor
444 S.W. 2nd Avenue
Miami, Florida 33130
18. MISCELLANEOUS PROVISIONS:
A. This Agreement shall be construed and enforced according to the
laws of the State of Florida. Venue for any litigation shall be Miami -Dade County,
Florida.
B. Title and paragraph headings are for convenient reference and are
not a part of this Agreement.
C. No waiver or breach of any provision of this Agreement shall
constitute a waiver of any subsequent breach of the same or any other provision
hereof, and no waiver shall be effective unless made in writing.
D. Should any provision, contained in this Agreement be determined
by a court of competent jurisdiction to be invalid, illegal, or otherwise
unenforceable, such provision shall be deemed modified to the extent necessary
Miami NICE PSA CONE Final 05 02 08 9
in order to conform with 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.
E. Should the provisions of this Agreement require judicial or arbitral
interpretation, it is agreed that the judicial or arbitral body interpreting or
construing the same shall not apply the assumption that the terms hereof shall be
more strictly construed against one party by reason of the rule of construction
that an instrument is to be construed more strictly against the party which itself or
through its agents prepared same, it being agreed that the agents of both parties
have equally participated in the preparation of this Agreement.
19. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon
the parties hereto, their heirs, executors, legal representatives, successors, or
assigns.
20. 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 of Miami, 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, and agrees to provide workers' compensation insurance for any
employee or agent of Provider rendering services to the CITY under this
Agreement.
21. CONTINGENCY CLAUSE: Funding for this Agreement is contingent
on the availability of funds and continued authorization for program activities and
is subject to amendment or termination due to lack of funds, reduction of funds
and/or change in regulations, upon thirty (30) days notice.
22. 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.
23. Confidentiality
The Provider and the City understand and agree that during the course of
performing the work hereunder, each party may have access to certain
confidential and proprietary information and materials of the other party in order
to further performance of the work. The parties hereto shall protect confidential
information and comply with applicable federal and state laws on confidentiality
to prevent unauthorized use, dissemination or publication of confidential
information as each party uses to protect its own confidential information in a like
manner. The parties shall not disclose the confidential information to any third
party, or to any employee or contractor who does not have a need to know such
Miami NICE PSA CONE Final 05 02 08 10
information, which need is related to performance of a responsibility hereunder.
However, this Agreement imposes no obligation upon the parties hereto with
respect to confidential information which (a) was lawfully known to the receiving
party before receipt from the other, (b) is or becomes a matter of public
knowledge through no fault of the receiving party, (c) is rightfully received by the
receiving party from a third party without restriction on disclosure, (d) is
independently developed by or for that party, (e) is disclosed under operation of
law, (f) is disclosed by the receiving party with the other party's prior written
approval. The confidentiality provision of this Agreement shall remain in full force
and effect after the termination of this Agreement.
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 Florida municipal
ATTEST: corporation
By:
Priscilla A. Thompson, City Clerk Pedro G. Hernandez, City Manager
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
Julie O. Bru
City Attorney
LeeAnn Brehm
Risk Management Director
This contract is not valid until it has been signed by both parties.
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ATTACHMENT A:
SCOPE OF SERVICES
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PROFESSIONAL SERVICES AGREEMENT
BETWEEN
The City of Miami and
The Center on Non -Profit Effectiveness
is Professional Services Agreement (this "Agreement"), is entered into
as of the day of , 2008, (the "Effective Date") by and between
the City of ami, a municipal corporation of the State of Florida having offices at
444 SW 2"d ' venue Miami, Florida 33130 (hereafter referred to as the "City")
and the Center .n Non -Profit Effectiveness, a Florida not -for -profit corporation
having offices at
3250 SW Third Avenue
Miami, Florida 33129 ereafter referred to as "Provider").
RECITALS:
WHEREAS, City of Miami Resolution No. 07-0641, adopted by the City
Commission on November 9, 007 recognizes the request from the Mayor's
Office to provide capacity-buildin• services for the Miami Network for Integration,
Compassion and Empowerment NICE) program and authorizes the City
Manager to accept a grant in the amount of $500,000 per year from the
Department of Health and Human ervices (DHHS), Office of Community
Services, Administration for Children d Families to fund this training and
technical assistance project and to ex: cute the necessary documents to
implement the acceptance of the grant aware and
WHEREAS, the City through its Office of the M. or provides and/or develops or
agrees to require the third -party not -for -profit orgizations to provide and/or to
develop programs and services of value to children nd families of Miami -Dade
County and within the City as more specifically set fo ' h in this Agreement, and
has demonstrated an ability to provide these services or . require these services
to be provided through other not -for -profit organizations; a
WHEREAS, Provider is one of the third -party not -for -profit or• - nizations capable
of providing and/or developing the programs necessary to c rry forward the
City's goals; and
WHEREAS, the City and DHHS desire that Provider provide those pr.. rams and
services listed on Attachment A, incorporated and made a part hereof, -s being
the responsibility of Provider and Provider desires to provide such progra ' s and
services; and
WHEREAS, DHHS has appropriated funds to the City to fund the propos
programs and services to be provided by Provider; and
Miami NICE PSA CONE Final 04 21 08
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HEREAS, Provider's Board of Director's has passed its resolution on April 10,
2 ► 18 authorizing Provider Center on Nonprofit Effectiveness (C-ONE) to enter
into - nd to perform Provider's duties, responsibilities, and obligations under this
Agre- ent, which resolution is incorporated attached hereto as Attachment B,
NOW, T REFORE, in consideration of the mutual covenants recorded herein,
the parties 'ereto agree as follows:
1. Scope of s ices
The Provider ag -es to render the programs and services in accordance with the
scope of services : d evaluation measures incorporated and attached hereto as
Attachment A and der DHHS Contract incorporated and attached hereto as
Attachment C. The Pr• vider will implement the scope of services as described in
Attachment A in a manger deemed satisfactory to the City and to DHHS. Any
modification or amendme to the scope of services shall not be effective without
prior written approval by t - City Manager. The amended scope of services,
subject to approval by the C v Manager and DHHS, must be submitted ninety
(90) days prior to the expiration •f this Agreement and of the DHHS Contract.
Provider represents and warran to the City that: (i) it possesses all
qualifications, licenses and expert e required for the performance of the
Services; (ii) it is not delinquent in t - payment of any sums due the City of
Miami, including payment of permit fee occupational licenses, etc., nor in the
performance of any obligations to the City , f Miami; (iii) all personnel assigned to
perform the Services are and shall be, at a times during the term hereof, fully
qualified and trained to perform the tasks assi d to each; and (iv) the Services
will be performed in the manner described in Att- hment "A".
Provider shall perform its duties, obligations, and s
and under the DHHS contract in a skillful and respe
Provider's performance and all interim and final pro
behalf of the City shall be comparable to local, state an
standards of qualities of performance.
2. Effective term
Both parties agree that the effective term of this Agreemen shall be from
to
ices under this Agreement
ul manner. The quality of
ct(s) provided to or on
national best practice
3. Amount payable
Subject to available funds, the maximum amount payable for services -ndered
under this Agreement shall not exceed $327,273 with $192,500 restrie ed to
training and consulting activities described in Attachment A (Section H) anthe
remaining $134,773 for all other activities. Payments shall be made in
accordance with the deliverables set forth in Attachment A. Both parties agre
that should available funding to the City be reduced:
Miami NICE PSA CONE Final 04 21 08
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the amount payable under this Agreement may be proportionately reduced at
the sole option of the City with a proportionate reduction in the scope of services
and e City may proportionately reduce at the sole option of the City the amount
of fun.'ng and the scope of services in any related agreement(s) with any not -for -
profit o anization(s) providing services as indicated in Attachment A, including
this Agre - nt with Provider; or
B) this Agree ent may be terminated at the sole option of the City.
in the event t
overpayment has
thirty (30) calendar
t the City or its independent auditor discovers that an
een made, the Provider shall repay said overpayment within
ys without prior notification from the City.
4. Indemnification by ' ovider
Provider hereby indemni s, and shall defend, hold harmless and release the
City and its officials, boar• embers, employees, agents, and instrumentalities
from any and all liability, los -s or damages, including attorneys' fees and costs
of defense, which the City or i officials, board members, employees, agents or
instrumentalities may incur as : result of claims, demands, suits, causes of
actions or proceedings of any kin. •r nature arising out of, relating to, or resulting
from the performance or non -pert• ance of the programs and services and
other responsibilities and duties of 'rovider by virtue of this Agreement, by
Provider and its employees, agents, servants, board members, partners,
principals or subcontractors. Provider hall pay all claims and losses in
connection herewith and shall investigate . d defend all claims, suits or actions
of any kind or nature in the name of the Ci ' , including appellate proceedings,
and shall pay all costs, judgments, fines, anattorneys' fees which may issue
thereon. Provider acknowledges and agrees hat any insurance protection
required by the City in relation to this Agreement all in no way limit Provider's
responsibility to indemnify, keep and save harrnle , release, and defend the
DHHS, the City, and their respective officials, bo d members, employees,
agents, and instrumentalities intended by this Agreement and the related DHHS
Contract.
The provisions of this section on indemnification shall survi, e the expiration or
termination of this Agreement and the related DHHS Contract.
5. Insurance
A. Minimum insurance requirements for not -for -profit organizat i ns:
Certificates of Insurance
The Provider shall furnish to the City of Miami, Department of Risk Mana• ement,
444 S.W. 2nd Avenue, 9th Floor, Miami, FL 33130 upon execution • this
Agreement, Certificate(s) of insurance which indicate that the incurce
coverage(s) have been obtained which meet the requirements as outlined belo
Miami NICE PSA CONE Fina1 04 21 08
1. Workers' Compensation Insurance for all employees of the Provider as
quired by Florida Statute 440;
2. C
$500,
property
insured w
prehensive general liability insurance in an amount not less than
0 combined single limit per occurrence for bodily injury and
amage. The City must be designated and shown as an additional
respect to this coverage;
3. Automobile ability insurance covering all owned, non -owned and hired
vehicles used in onnection with the work, in an amount not Tess than
$1,000,000 combi -d single limit per occurrence for bodily injury and
property damage. e City must be designated and shown as an additional
insured with respect t• this coverage.
B. Classifications and r. ings for not -for -profit organization coverages
All insurance policies requird above from the not -for -profit organizations
providing programs and servi s as indicated in Attachment A shall be issued by
companies authorized to do bu ness under the laws of the State of Florida, with
the following qualifications:
1. The company must be rated no les than "B" as to management, and
no Tess than "Class V" as to financial st - ngth, by the latest edition of
Best's Insurance Guide, published by A. Best Company, Oldwick, New
Jersey, or its equivalent, subject to the app •val of DHHS's Risk
Management Division, or
2. The company must hold a valid Florida Certifi -te of Authority as
shown in the latest "List of All Insurance Companie Authorized or
Approved to Do Business in Florida" issued by the S : to of Florida
Department of Insurance and are members of the Flor , a Guaranty
Fund.
C. Modifications and changes for not -for -profit organiza on coverages
All insurance certificates from the not -for -profit organizations • oviding
services as indicated in Attachment A will indicate no modificati• or change
in insurance shall be made without thirty (30) days advance notic o the
certificate holders. All certificates must be submitted to the City's Ri
Management Department . The City's Risk Management Administrato shall
havglhe rights to review said certificates and to require updating of typ
and amounts of coverages provided by the not -for -profit organizations.
NOTE: THE CERTIFICATE HOLDER MUST READ:
The City of Miami
Department of Risk Management
444 S.W. 2nd Avenue, 9th Floor
Miami, Florida 33130
Miami NICE PSA CONE Final 04 21 08 •
4
ompliance with the foregoing requirements shall not relieve the Provider of
II. •ility and obligation under this section or under any other section of this
Ag ement.
D. Durtion of not -for -profit organization insurance
Provider . s a not -for -profit organization providing programs and services as
indicated i Attachment A shall be responsible for assuring that the insurance
certificates -quired in conjunction with this Section remain in force for the
duration of th- contractual period; including any and all renewal periods and/or
additional phas-s or work that may be granted to and/or by the City in
accordance with t s Agreement. If insurance certificates are scheduled to expire
during the contractu I period, Provider shall be responsible for submitting new or
renewed insurance c ificates to the City at a minimum of thirty (30) calendar
days in advance of suc expiration. In the event that expired certificates are not
replaced with new or ren- ed certificates which cover the contractual period, the
City shall suspend this Ag ement with Provider until such time as the new or
renewed certificates are re•-ived by the City; provided, however, that this
suspended period does not ex ' ed thirty (30) calendar days.
E. Failure by not -for -profit organ ation(s) to provide certificates of
insurance
If Provider as a not -for -profit organizion providing programs and services as
indicated in Attachment A hereto fails to furnish the City with certificates or
written verification required under this sec '•n or as determined by the City's Risk
Management Administrator after review of t - scope of services (Attachment A),
the City shall not disburse any funds until bo are provided with the necessary
certificates of insurance or written verification. ailure to provide the certificates
of insurance or written verification upon execu • n of this Agreement and any
extensions hereof may result in termination of all or ny part of the grant award to
Provider.
6. Ownership of Documents
Provider understands and agrees that any information, d
other material whatsoever which is given by the City to
otherwise obtained or prepared by Provider pursuant to or un
Agreement is and shall at all times remain the property of th
agrees not to use any such information, document, report or
other purpose whatsoever without the written consent of the City M
may be withheld or conditioned by the City Manager in his/her sole dis
7. Audit And Inspection Rights
A. The City may, at reasonable times, and for a period of up to t ee
(3) years following the date of final payment by the City to Provider under t 's
Agreement, audit, or cause to be audited, those books and records of Provider,
ument, report or any
ovider or which is
r the terms of this
City. Provider
terial for any
ager, which
retion.
Miami NICE PSA CONE Final 04 21 08
5
which are related to Provider's performance under this Agreement. Provider
rees to maintain all such books and records at its principal place of business
o period of three (3) years after final payment is made under this Agreement.
B. The City may, at reasonable times during the term hereof, inspect
Provi• -r's facilities and perform such tests, as the City deems reasonably
necess- i. , to determine whether the goods or services required to be provided
by Provid: under this Agreement conform to the terms hereof and/or the terms
of the Solic tion Documents, if applicable. Provider shall make available to the
City all reaso able facilities and assistance to facilitate the performance of tests
or inspections : City representatives. All tests and inspections shall be subject
to and made in a•cordance with, the provisions of Section 18-100 of the Code of
the City of Miami, ' orida, as same may be amended or supplemented, from time
to time.
8. Award of Agreemen
Provider represents and - rrants to the City that it has not employed or retained
any person or company em oyed by the City to solicit or secure this Agreement
and that it has not offered to •ay, paid, or agreed to pay any person any fee,
commission, percentage, broke ge fee, or gift of any kind contingent upon or in
connection with, the award of this greement.
9. Public Records
Provider understands that the public shall have access, at all reasonable times,
to all documents and information pert- ning to City contracts, subject to the
provisions of Chapter 119, Florida Statut- ., and agrees to allow access by the
CITY and the public to all documents subje• to disclosure under applicable law.
Provider's failure or refusal to comply with t ' e provisions of this section shall
result in the immediate cancellation of this Agre- ent by the City.
10. Compliance with Federal, State and Local aws
Provider understands that agreements between • rivate entities and local
governments are subject to certain laws and re• lations, including laws
pertaining to public records, conflict of interest, recor• eeping, etc. City and
Provider agree to comply with and observe all applic. •le laws, codes and
ordinances as they may be amended from time to time.
11. Indemnification
Provider shall indemnify, defend and hold harmless the CI its officials,
employees and agents (collectively referred to as "Indemnitees") - nd each of
them from and against all loss, costs, penalties, fines, damag s, claims,
expenses (including attorney's fees) or liabilities (collectively refer -d to as
"Liabilities") by reason of any injury to or death of any person or dama • e to or
destruction or loss of any property arising out of, resulting from, or in conn ction
with (i) the performance or non-performance of the services contemplate• by
this Agreement which is or is alleged to be directly or indirectly caused, in wh
or in part, by any act, omission, default or negligence (whether active or passive
Miami N]CE PSA CONE Final 04 21 08
6
f Provider or its employees, agents or subcontractors (collectively referred to as
ovider"), regardless of whether it is, or is alleged to be, caused in whole or
pa (whether joint, concurrent or contributing) by any act, omission, default or
negli• -nce (whether active or passive) of the Indemnitees, or any of them or (ii)
the fail, e of the Provider to comply with any of the paragraphs herein or the
failure o he Provider to conform to statutes, ordinances, or other regulations or
requireme s of any governmental authority, federal or state, in connection with
the performa,ce of this Agreement. Provider expressly agrees to indemnify and
hold harmless he Indemnitees, or any of them, from and against all liabilities
which may be a erted by an employee or former employee of Provider, or any
of its subcontracto , as provided above, for which the Provider's liability to such
employee or forme employee would otherwise be limited to payments under
state Workers' Compensation or similar laws.
12. DEFAULT: If Pro ider fails to comply with any term or condition of this
Agreement, or fails to pe • rm any of its obligations hereunder, then Provider
shall be in default. Upon the occurrence of a default hereunder the CITY, in
addition to all remedies availa de to it by law, may immediately, upon written
notice to Provider, terminate this greement whereupon all payments, advances,
or other compensation paid by the ITY to Provider while Provider was in default
shall be immediately returned to the TY. Provider understands and agrees that
termination of this Agreement under t ' section shall not release Provider from
any obligation accruing prior to the effec e date of termination. Should Provider
be unable or unwilling to commence to erform the Services within the time
provided or contemplated herein, then, in a• , ition to the foregoing, Provider shall
be liable to the CITY for all expenses incurr- • by the CITY in preparation and
negotiation of this Agreement, as well as all co- s and expenses incurred by the
CITY in the re -procurement of the Services, including consequential and
incidental damages.
13. RESOLUTION OF CONTRACT DISPUTES: ' ovider understands and
agrees that all disputes between Provider and the CITY eased upon an alleged
violation of the terms of this Agreement by the CITY sha be submitted to the
City Manager for his/her resolution, prior to Provider bei , • entitled to seek
judicial relief in connection therewith. In the event tha the amount of
compensation hereunder exceeds $25,000, the City Manager's • -cision shall be
approved or disapproved by the City Commission. Provider shall •ot be entitled
to seek judicial relief unless: (i) it has first received the City Man- •er's written
decision, approved by the City Commission if the amount of co •ensation
hereunder exceeds $25,000, or (ii) a period of sixty (60) days has expi -d, after
submitting to the City Manager a detailed statement of the dispute, acco •anied
by all supporting documentation (ninety (90) days if the City Manager's de•'sion
is subject to City Commission approval); or (iii) CITY has waived complia'ce
with the procedure set forth in this section by written instruments, signed by t
City Manager.
Miami NICE PSA CONE Final 04 2l 08
7
14. CITY'S TERMINATION RIGHTS:
A. The CITY shall have the right to terminate this Agreement, in its
so : discretion, at any time, by giving written notice to Provider at least five (5)
busi -ss days prior to the effective date of such termination. In such event, the
CITY all pay to Provider compensation for services rendered and allowable
expense incurred prior to the effective date of termination. In no event shall the
CITY be . ble to Provider for any additional compensation, other than that
provided he -in, or for any consequential or incidental damages.
B. Th CITY shall have the right to terminate this Agreement, without
notice to Provider, pon the occurrence of an event of default hereunder. In such
event, the CITY s II not be obligated to pay any amounts to Provider and
Provider shall reimbu .e to the CITY all amounts received while Provider was in
default under this Agre ent.
15. NONDISCRIMINAT + N: Provider represents and warrants to the CITY
that Provider does not and ill not engage in discriminatory practices and that
there shall be no discriminatio in connection with Provider's performance under
this Agreement on account of ce, color, sex, religion, age, handicap, marital
status or national origin. Provide further covenants that no otherwise qualified
individual shall, solely by reason •f his/her race, color, sex, religion, age,
handicap, marital status or national o gin, be excluded from participation in, be
denied services, or be subject to di rimination under any provision of this
Agreement.
16. ASSIGNMENT: This Agreement, - nd the duties contained herein,
shall not be assigned or delegated by Provid- in whole or in part, without the
prior written consent of the City Manager, which ay be withheld or conditioned,
in the Executive Director's sole discretion. Specifi•-Ily, in the event that Provider
intends to obtain a subcontractor(s) to perform the Services contained herein,
Provider shall obtain the City Manager's prior writte » consent, which may be
withheld or conditioned, in the City Manager's sole discr ion.
17. NOTICES: All notices or other communications equired under this
Agreement shall be in writing and shall be given by h. nd-delivery or by
registered or certified U.S. Mail, return receipt requested, addr--sed to the other
party at the address indicated herein or to such other address -s a party may
designate by notice given as herein provided. Notice shall be deep ed given on
the day on which personally delivered; or, if by mail, on the fifth da after being
posted or the date of actual receipt, whichever is earlier.
Miami NICE PSA CONE Final 04 21 08
8
(a) In the case of a notice or communication to Provider, to:
Attention:
With a copy to:
Attention:
(b) In he case of a notice or communication to the City, to:
City of Miami
ttention: City Manager
M : mi Riverside Building, 10th Floor
444 • .W. 2nd Avenue
Miami, Florida 33130
With a co • to•
City Attorney
City of Miami
Miami Riverside : ilding, 9`h Floor
444 S.W. 2nd Aven
Miami, Florida 3313
18. MISCELLANEOUS PROVISIONS:
A. This Agreement shall be construed an • enforced according to the
laws of the State of Florida. Venue for any litigation sh_ be Miami -Dade County,
Florida.
B. Title and paragraph headings are for convenie reference and are
not a part of this Agreement.
C. No waiver or breach of any provision of this Ag -ement shall
constitute a waiver of any subsequent breach of the same or any of -r provision
hereof, and no waiver shall be effective unless made in writing.
D. Should any provision, contained in this Agreement be dete ined
by a court of competent jurisdiction to be invalid, illegal, or othe ise
unenforceable, such provision shall be deemed modified to the extent necess= ry
in order to conform with laws, or if not modifiable, then same shall be deeme
Miami NICE PSA CONE Final 04 21 08
9
everable, and in either event, the remaining terms and provisions of this
A reement shall remain unmodified and in full force and effect.
E. Should the provisions of this Agreement require judicial or arbitral
interpr . ation, it is agreed that the judicial or arbitral body interpreting or
construi the same shall not apply the assumption that the terms hereof shall be
more stric construed against one party by reason of the rule of construction
that an instr ent is to be construed more strictly against the party which itself or
through its ag is prepared same, it being agreed that the agents of both parties
have equally pa icipated in the preparation of this Agreement.
19. SUCCESSO - S AND ASSIGNS: This Agreement shall be binding upon
the parties hereto, t -ir heirs, executors, legal representatives, successors, or
assigns.
20. INDEPENDENT C • TRACTOR: Provider has been procured and is
being engaged to provide rvices to the CITY as an independent contractor,
and not as an agent or empl• ee of the CITY. Accordingly, Provider shall not
attain, nor be entitled to, any rig ts or benefits under the Civil Service or Pension
Ordinances of the City of Miami, or any rights generally afforded classified or
unclassified employees. Provide further understands that Florida Workers'
Compensation benefits available to ployees of the CITY are not available to
Provider, and agrees to provide w• ers' compensation insurance for any
employee or agent of Provider rende ng services to the CITY under this
Agreement.
21. CONTINGENCY CLAUSE: Funding for this Agreement is contingent
on the availability of funds and continued autho ' ation for program activities and
is subject to amendment or termination due to 1- k of funds, reduction of funds
and/or change in regulations, upon thirty (30) days tice.
22. COUNTERPARTS: This Agreement may be : ecuted in two or more
counterparts, each of which shall constitute an origina but all of which, when
taken together, shall constitute one and the same agreem- t.
23. Confidentiality
The Provider and the City understand and agree that duri • the course of
performing the work hereunder, each party may have ac -ss to certain
confidential and proprietary information and materials of the other 'arty in order
to further performance of the work. The parties hereto shall protect onfidential
information and comply with applicable federal and state laws on co dentiality
to prevent unauthorized use, dissemination or publication of co idential
information as each party uses to protect its own confidential information i a like
manner. The parties shall not disclose the confidential information to any hird
party, or to any employee or contractor who does not have a need to know s ch
information, which need is related to performance of a responsibility hereund
Miami NICE PSA CONE Final 04 21 08
10
owever, this Agreement imposes no obligation upon the parties hereto with
re •ect to confidential information which (a) was lawfully known to the receiving
pa ��. before receipt from the other, (b) is or becomes a matter of public
know dge through no fault of the receiving party, (c) is rightfully received by the
receivin, party from a third party without restriction on disclosure, (d) is
indepen • : tly developed by or for that party, (e) is disclosed under operation of
law, (f) is • sclosed by the receiving party with the other party's prior written
approval. Th confidentiality provision of this Agreement shall remain in full force
and effect after e termination of this Agreement.
IN WITNES WHEREOF, the parties hereto have caused this instrument
to be executed by th- respective officials thereunto duly authorized, this the day
and year above written.
"City"
CITY OF MIAMI, a Florida municipal
ATTEST: corporation
Priscilla A. Thompson, City Clerk
APPROVED AS TO FORM AND
CORRECTNESS:
Julie O. Bru
City Attorney
B
Pedro G. Hernandez, City Manager
APP`•VED AS TO INSURANCE
REQUI EMENTS:
LeeAnn Breh
Risk Managem
t Director
This contract is not valid until it has been signed by both pa
Miami NICE PSA CONE Final 04 21 08
11
A',tACHMENT A:
SC ,.PE OF SERVICES
Miami NICE PSA CONE Final 04 21 08
12