HomeMy WebLinkAboutExhibit 1 SUBt i ' '?-7
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PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement ("PSA" or "Agreement") )is entered into
this day of , 2011 by and between the City of Miami, a municipal corporation
of the State of Florida ("City") and
("Provider").
RECITAL
A. The City has issued a Request for Proposals ("RFP") No. 243229 for the
provision of Annual Physical Examination Services for First Responders ("Services") and
Provider's proposal ("Proposal"), in response thereto, has been selected as the most
qualified proposal for the provision of the Services. The RFP and the Proposal are
sometimes referred to herein, collectively, as the Solicitation Documents, and are by this
reference incorporated into and made a part of this Agreement; provided, however, that
if there is an express conflict between the RFP , or the Proposal and this PSA, the PSA
shall govern and control.
B. The Commission of the City of Miami, by Resolution No. , adopted
on approved the selection of Provider and authorized the City Manager to execute a
contract in the form of a PSA , under the terms and conditions set forth herein.
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.
(0'- s- 3
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2. TERM: The term of this Agreement shall be for a two (2) year period
commencing on the effective date hereof.
3. OPTION TO EXTEND: NOT APPLICABLE
4. SCOPE OF SERVICE:
A. Provider agrees to provide the Services 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, certificates, degrees, and expertise required under the
Solicitation Documents 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 or presently in default
of any contract it has with the City ; (iii) all personnel assigned to perform the Services
are and shall be, at all times during the term hereof, fully qualified and trained to perform
the tasks assigned to each; and (iv) the Services will be performed in the manner
described in Attachment "A".
5. 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. No fee, reimbursement, cost or other
compensation , other than as set forth in Attachment "B" will be payable by the City.
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B. Unless otherwise specifically provided in Attachment "B", payment shall
be made within forty five (45) days after receipt of Provider's invoice, which 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. If
Provider is entitled to reimbursement of travel expenses {i.e. Attachment "B" includes
travel expenses as a specific item of compensation}, then all bills for travel expenses
shall be submitted in accordance with Section 112.061, Florida Statutes.
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 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 five (5) 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 five (5) 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
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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 18-55.2 of the Code of the City of Miami, Florida, as same may be amended or
supplemented, from time to time. In respect to audits and inspections § 18-100, 18-101,
and 18-102 of the City Code are deemed as being incorporated by reference herein as
though set forth in full herein.
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: 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. 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
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public records, conflict of interest, record keeping, etc. City and Provider agree to comply
with and observe all applicable laws, 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 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 "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,
including without limitation, a claim for infringement of a copyright, patent or trademark
used by the Provider in performing this Agreement, in connection with the performance
of this Agreement or (iii) any claim for negligence, failure to supervise, failure in the
standard of care, failure to comply with any applicable or related or allied claims or
actions , even if it is alleged that the City, its officials and/or employees were negligent, unless
such injuries or damages are ultimately proven to be the result of grossly negligent or willful acts
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or omissions on the part of the City, its officials and/or employees Provider expressly agrees to
indemnify and hold harmless the Indemnitees, or any of them, from and against all
liabilities which may be asserted by an employee or former employee of Provider, or any
of its 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. This Indemnification shall survive the
cancellation or termination of this Agreement. The Provider acknowledges that the
granting of this Agreement is sufficient and independent consideration for the giving of
this Indemnity.
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.
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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 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 (90 days if City Manager's decision is subject to City
Commission approval); or (iii) City has waived compliance with the procedure set forth
in this section by written instruments, signed by the City Manager.
14. CITY'S TERMINATION RIGHTS:
A. The City , acting by and through its City Manager, shall have the right to
terminate this Agreement, in his /her sole discretion, at any time, by giving written notice
to Provider at least thirty (30) business days prior to the effective date of such
termination. 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
to Provider, upon the occurrence of an event of default hereunder. In such event, the City
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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. INSURANCE: Provider shall, at all times during the 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 the 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.
16. NONDISCRIMINATION: Provider represents and warrants to the City that
Provider does not and will not engage in discriminatory practices and that there shall be
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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.
17. ASSIGNMENT: This Agreement is for services which are considered
specialized in nature and the Provider was selected based on specialized criteria.
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. This Agreement may not be pledged or hypothecated.
18. NOTICES: All notices or other communications required under this
Agreement shall be in writing and shall be given by hand -delivery or by registered or
certified U.S. Mail, return receipt requested, addressed to the other party at the address
indicated herein or to such other address as a party may designate by notice given as
herein provided. Notice shall be deemed given on the day on which personally delivered;
or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever
is earlier.
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TO PROVIDER: TO THE CITY:
Tony E. Crapp, Jr.
City Manager
City of Miami
3500 Pan American Drive
Miami, Florida 33133
WITH A COPY TO:
Julie O. Bru
City Attorney
City of Miami
Office of the City Attorney
444 SW 2nd Avenue, Suite 945
Miami, Florida 33130
19. MISCELLANEOUS PROVISIONS:
A. This Agreement shall be construed and enforced according to the laws 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 United States, State of Florida , Miami -
Dade County, or the City of Miami, such provision, paragraph, sentence, word or phrase
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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.
E.(i) Venue in any proceeding between the parties shall be in a court of competent
jurisdiction in Miami -Dade County, Florida. Each party shall bear its own attorney's fees.
The parties have mutually and voluntarily agreed to waive their right to demand a jury
trial or to file a permissive counterclaim in any action between them arising under this
Agreement.
E. (ii) The City ,acting through its City Manager or Purchasing Director ,
reserves the right to automatically extend this contract for up to one hundred
twenty (120) calendar days beyond the stated contract term in order to provide
City departments with continual service and supplies while a new contract is
being solicited, evaluated, and/or awarded. If the right is exercised, the City shall
notify the Bidder/Proposer, in writing, of its intent to extend the contract at the
same price, terms and conditions for a specific number of days. Additional
extensions over the first one hundred twenty (120) day extension may occur, if,
the City and the Successful Bidder/Proposer are in mutual agreement of such
extensions.
20. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the
parties 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 Workers' Compensation benefits available to employees of the
City are not available to Provider, and agrees to provide workers' compensation
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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. REAFIRMATION OF REPRESENTATIONS: Provider hereby reaffirms all
of the representations contained in the Solicitation Documents.
24. ENTIRE AGREEMENT: This instrument and its attachments constitute the
sole and only agreement of the parties relating to the subject matter hereof and correctly
set forth the rights, duties, and obligations of each to the other as of its date. Any prior
agreements, promises, negotiations, or representations not expressly set forth in this
Agreement are of no force or effect. This Agreement constitutes the sole and entire
agreement between the parties hereto. No modification or amendment hereto shall be
valid unless in writing and executed by properly authorized representatives of the parties
hereto.
25. 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.
26. SPECIAL INSURANCE AND INDEMNIFICATION RIDER: Please initial
if applicable:
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their respective officials thereunto duly authorized, this the day and year
above written.
"City"
CITY OF MIAMI, a municipal
ATTEST: corporation
By:
Priscilla A. Thompson, City Clerk Tony E. Crapp, Jr.
City Manager
ATTEST:
"Provider"
a corporation
By:
Print Name: Print Name:
Title: Corporate Secretary Title: President
APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
Julie O. Bru
City Attorney
Gary S. Reshefsky
Risk Management Director
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CORPORATE RESOLUTION
WHEREAS, desires to enter into an
agreement with the City of Miami for the purpose of performing the work described in
the contract to which this resolution is attached; and
WHEREAS, the Board of Directors at a duly held corporate meeting has
considered the matter in accordance with the By -Laws of the corporation;
Now, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS
that the
, is hereby authorized and instructed to enter
into a contract, in the name and on behalf of this corporation, with the City of Miami
upon the terms contained in the proposed contract to which this resolution is attached and
to execute the corresponding performance bond.
2011.
DATED this day of ,
Chairperson of the Board of Directors
Corporate Secretary
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(Corporate Seal)
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement ("PSA" or "Agreement") )is entered into
this day of 2011 by and between the City of Miami, a municipal corporation,
of he State of Florida ("City") and •
("Provider"),
RECITAL
A. The City as issued a Request for Proposals ("RFP") No. 243229 for the
provision of Annual Phvsica Examination Services for First Res.onders ("Services") and
Provider's proposal ("Propos. , in response thereto, has been selected as the most
qualified proposal for the provisi of the Services. The RFP and the Proposal are
sometimes referred to herein, collectiv: y, as the Solicitation Documents, and are by this
reference incorporated into and made a p + of this Agreement; provided, however, that
if there is an express conflict between the ' ' , or the Proposal and this PSA, the PSA
shall govern and control.
B. The Commission of the City of Mi• by Resolution No. . adopted
on ' . approved the selection of Provider and authori •d the City Manager to execute a
contract in the form of a PSA , under the terms and conditiis set forth herein.
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 hereb}\incorporated into
and.made.a part of this Agreement.
2. ' ERM: The term of this Agreement shall be for an initial two (2) year
• period commencing on the effective date hereof,
3. OPTION TO EXTEND:
The City Manager shall have two option(s) to
---extend-the-term-here lfortwa-(2)-additional-two-(2)-year-pet-iods; subject to -availability ---
and appropriation of fun . The total term as it may be extended at the discretion of the
City Manager shall not excee six(6) years.
4. SCOPE OF' SERVICE:
A. Provider agrees to provid the Services as specifically described, and
under the special terms and conditions set fo h in Attachment "A" hereto, which by this
reference is incorporated into and made a part of tis Agreement. •
B, • Provider represents and warrants to he City that: (i) it possesses .all
qualifications, licenses, certificates, degrees, and -xpertise required under the
Solicitation Documents for the performance of the Service • (ii) it is not delinquent in
the payment of any sums due the City, including payment of emit fees, occupational
licenses, etc., nor in the performance of any obligations to the City •r presently in default
of any contract it has with the City ; (ili) all personnel assigned to p 'form the Services
are and shall be, at all times during the term hereof, fully qualified and tra'ned to perform
the tasks assigned to each; and (iv) the Services will be pet -formed in the manner
described in Attachment "A".
5, COMPENSATION:
• A. The amount of compensation payable by the City to Provider shal be
based on the rates and schedules described in Attachment "B" hereto, which by thi
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reference is incorporated into this Agreement. No fee, reimbursement, cost or other
compensation , other than as set forth in Attachment "B" will be payable by the City.
B. Unless otherwise specifically provided in Attachment "B", payment shall
-be-n. tele-within-forty--five-(45)-da-ys--after-receipt-of-Providerls-invoice;—which-shall-be--..--------- -- -
accornp ied by sufficient supporting documentation and contain sufficient detail, to
allow a pro er audit of expenditures, should City require one to be performed. If
Provider is entil ed to reimbursement of travel expenses {i.e. Attachment "B" includes
travel expenses as specific item of compensation}, then all bills for travel expenses
shall be submitted in a ordance with Section 112.061, Florida Statutes.
6, OWNERSHIP 0 I OCUMENTS: 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 oth-\ wise obtained or prepared by Provider pursuant to or
under the terms of this Agreement is ld shall at all times remain the property of the City.
Provider agrees not to use any such i • ormation, 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 fo period of up to five (5) years
following the date of final payment by the City to Provider a vder this Agreement, audit ,
or cause to be audited, those books and records of Provide 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 f e (5) 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
rovider's facilities and perform such tests, as the City deems reasonably necessary, to
dete, nine whether the goods or services required to be provided by Provider under this
------------ — Areem8 t eon°form-to-the-terms-hereof-and/or-the-terms-of the -Solicitation -Documents, if
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applicable. Provider shall make available to • the City all reasonable facilities and
assistance to facthtate the performance of tests or inspections by City representatives. All
tests and inspections hall be subject to, and made in accordance with, the provisions of
Section 18-55,2 of the C e of the City of Miami, Florida, as same may be amended or
supplemented, from time to ' i�ie. In respect to audits and inspections § 18-100, 18-101,
and 18-102 of the City Code are deemed as being incorporated by reference herein as
though set forth in full herein.
8, AWARD OF AGREEMENT: Provider represents and warrants to the City
that it has not employed or retained any pe on or company employed by the City to
solicit or secure this Agreement and that it has n ' t offered to pay, paid, or agreed to pay
any person any fee, commission, percentage, broker e fee, or gift of any kind contingent
upon or in connection with, the award of this.:Agreemen
9. PUBLIC RECORDS: Provider understand that the public shall have
access, at all reasonable times, to all documents and info ation pertaining to City
contracts, subject to theprovisions of Chapter 119, Florida Stan. es, and agrees to allow
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access by,the City and the public to all documents subject to disclo re re under applicable
'I failure or refusal to comply with theprovisions of thus sd tion shall' result
'law. Provider'sP Y �
in the immediate cancellation of this Agreement by the City.
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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
crrecords—conflict of interest, —record -•keeping; etc78ity-and-Provider:agree-to-comply-
with and observe all applicable laws, regulations , codes and ordinances as they may be
amended fro, time to time.
11. INDEMN FICATION: Provider shall indemnify, defend and hold harmless
the City and its facials, employees and agents (collectively referred to as
"Indemnitees") and .each . f them from and against all loss, costs, penalties, fines,
damages,expenses (inc
claims, rn ding attoey's fees) or liabilities (collectively referred
to as "Liabilities") by reason of an injury to or death of any person or damage to or
destruction or loss of any property arising uutt of, resulting from, or in connection with (i)
the performance or non-performance of the rvices contemplated by this Agreement
P P
which is or is alleged to be directly or indirectly c sed, in whole or in part, by any act,
omission, default or negligence (whether active or passl•
b ve) of Provider or its employees,
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agents or subcontractors (collectively referred to as "Provi b rr""), regardless of whether it
is, or is alleged to be, caused in whole or part (whether joint, ca tcui7•ent 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 comp with any of the
paragraphs herein or the failure of the Provider to conform to statutes, o • inances, or
other regulations or requirements of any governmental authority, federal er state,
including without limitation, a claim for infringement of a copyright, patent or trade lark
used by the Provider in performing this Agreement, in connection with the performanc
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of this Agreement or (iii) any claim for negligence, failure to supervise, failure in the
tandard of care, failure to comply with any applicable or related or allied claims or
acts ns , even if it is alleged that the City, its officials and/or employees were negligent, unless
-such-invies-or-damagesare-ultirnately-proven-to-be-the.-result-of grossly negligent or willful acts
or ornissiio\on the part of the City, its officials and/or employees Provider expressly agrees to
indemnify an hold harmless the Indemnitees, or any of them, from and against all
liabilities which ay be asserted by an employee or former employee of Provider, or any
of its subcontractor as provided above, for which the Provider's liability to such
employee or former em loyee would otherwise be limited to payments under state
Workers' Compensation o similar laws. This Indemnification shall survive the
cancellation or termination of is Agreement. The. Provider acknowledges that the
granting of this Agreement is suffici t and independent consideration for the giving of
this Indernnity.
12: DEFAULT: If Provider fails to .co 1ply with any term or condition of this
Agreement, or fails to perform any of its obligatio s hereunder, then Provider shall be in
default. Upon the occurrence of a default hereunder th City, in addition to all remedies
available to it by law, may immediately, upon written noti to Provider, terminate this
Agreement whereupon all payments, advances, or other compens tion paid by the City to
Provider while Provider was in default shall be immediately rep rued to the City.
Provider understands and agrees that termination of this Agreement un er this section
shall not release Provider from any obligation accruing prior to the effec ve date of
termination. Should Provider be unable or unwilling to commence to per rm the
Services within the time provided or contemplated herein, then, in addition t the
foregoing, Provider shall be liable to the City for all expenses incurred by the City
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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',r-R;r-SO)(JUTION-OF CON -TRACT DISPUTE-S;--Provider understands and
• agree ,that all disputes between Provider and the City based upon an alleged violation of
the termof this Agreement by the City shall be submitted to the City Manager for
his/her res it tion, prior to Provider being entitled to seek judicial relief in connection
therewith. In thy, event that the amount of compensation hereunder exceeds $25,000, the
City Manager's deo Sion shall be approved or disapproved by the City Commmission.
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Provider shall not beitled to seek judicial relief unless: (i) it has first received City
Manager's written decisio , approved by the City Commission if the amount of
compensation hereunder excee $25,000, or (ii) a period of sixty (60) days has expired,
after submitting to the City Managesdetailed statement of the dispute, accompanied by
all supporting su orting documentation (90 days\'f 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 tliFCity Manager.
14. CITY'S TERMINATION RIGHTS:
A. The City , acting by and through its City 4aanager, shall have the right to
r att'i e bygiving written notice
terminate this Agreement, in his /her sole discretion, any a „ g
to Provider at least thirty (30) business days prior to the effective date of such
termination. In such event, the 'City shall pay to Provider comp nsation for services
rendered and expenses incurred prior to• the effective date of terming ion. In no event
7
shall the City be liable to Provider for any additional compensation, other than that
provided herein, or for any consequential or incidental damages.
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 recef d while Provider was in default under this Agreement.
15. INSURANCE: Provider shall, at all times during the term hereof, maintain
such insurance coverage as m`ay 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 mished to the City on Certificates of Insurance
force effectprovidingthat it will not be
indicating such insurance to be in o nd and
canceled during the performance of the servi s under this contract without thirty (30)
calendar days prior written notice to the City. Co . pleted Certificates of Insurance shall
be filed with the City prior to the performance of servis hereunder, provided, however,
that Provider shall at any time upon request file duplicate Qpies of the policies of such
insurance with the City.
If, in the judgment of the City, prevailing conditions. warra, t the provision by
Provider of additional liability insurance coverage or coverage which is ti erent in kind,
the City reserves the right to require the provision by Provider of an amount f coverage
different from the amounts or kind previously required and shall afford written n tice of
such change in requirements thirty (30) days prior to the date on Which the requirenn nts
shall take effect, Should the Provider fail or refuse to satisfy the requirement of change
coverage within thirty (30) days following the City's written notice, this Contract shall be
8
considered terminated on the date that the required change in policy coverage would
other ssee take effect.
NCD
16. NDDISCRIMINATION: Provider represents and warrants to the City that
Provider -does- ; t and -will -not engage-in-di•sePiininatoey-practices and. that there shall be
no discrimination ir3 cormection with Provider's performance under this Agreement on
account of race, color, ex, religion, age, handicap, marital status or national origin.
Provider further covenants th t no otherwise qualified individual shall, solely by reason
of his/her race, color, sex, religi age, handicap, marital status or national origin, be
excluded from participation in, be deil,jd services, or be subject to discrimination under
any provision of this Agreement.
17. • ASSIGNMENT: This Agreemeirt is for services which are considered
specialized in nature and the Provider was s�Ned based on specialized criteria.
This Agreement shall not be assigned byProvider, whole or inpart,without the prior
written consent of the City's, which may be withheld conditioned, in the City's sole
discretion. This Agreement may not be pledged or hypothec ed. .
18. NOTICES: All notices. or other communicatio s .required under this
Agreement shall be in writing and shall be given by hand-deliv y or by registered or
certified U.S, Mail, return receipt requested, addressed to the other arty at the address
indicated herein or to such other address as a party may designate by notice given as
herein provided. Notice shall he deemed given on the.day on which person ly delivered;
or, if by mail, on the fifth day after being posted or the date of actual receipt, 'hichever
is earlier.
9
TO PRO DER: TO THE CITY:
Tony E. Crapp, Jr,
City Manager
City of Miami
3500 Pan American Drive
Miami, Florida 33133
WITH A COPY TO:
Julie O. Bru
City Attorney
City of Miami
Office of the City Attorney
444 SW 2" d Avenue, Suite 945
Miami, Florida 33130
19. MISCELLANEOUS PROVISIONS:
A. This Agreement shall be construed and en orced according to the laws of
the State of 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 Agreeme , t 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 co mined in
tobe lile ral or
this Agreement be determined by a court of competent jurisdictioninvalid,
otherwise unenforceable under the laws of the United States, State of Florida , Miai 1-
Dade County, or the City, of Miami, such provision, paragraph, sentence, word or phrase \
10
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 acid provisions of this Agreement shall remain unmodified and in full force and
effect or lihiitation-ofits-use.
E.(i) Venue in any proceeding between the parties shall be in a court of competent
jurisdiction in Miami -Dade County, Florida. Each party shall bear its own attorney's fees.
The parties have mu ally and voluntarily agreed to waive their right to demand a jury
trial or to file a permissive counterclaim in any action between them arising under this
Agreement.
E. (ii) The City ,actig through its City Manager or Purchasing Director ,
reserves the right to automatically extend this contract for up to one hundred
twenty (120) calendar daA�beyond the stated contract term in order to provide
City departments with cont'1 uat service and supplies while a new contract is
being solicited, evaluated, anor awarded. If the right is exercised, the. City shall
notify the Bidder/Proposer, in -iting, of its intent to extend the contract at the
same price, terms and conditio s for a specific number of days. Additional
extensions over the first one hund d twenty (120) day extension may occur, if,
the City and the Successful Bidde Proposer are in mutual agreement of such
extensions.
20. SUCCESSORS AND ASSIGNS: Thi Agreement shall be binding upon the
parties hereto, their heirs, executors, legal represent tives, successors, or assigns.
21. INDEPENDENT CONTRACTOR: Pr vider has been procured and is
being engaged to provide services to the City as an indep ndent contractor, and not as an
agent or employee of the City. Accordingly, Provider shall of 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 employs. Provider further
understands that Florida Workers' Compensation benefits available
0 employees of the
City are not available to Provider, and agrees to provide worker' compensation
11
insurance fot'.any employee or agent of Provider rendering services to the City under this
Agreement.
22, CONTINENCY CLAUSE: Funding fot 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. REAFIRMATIO\OF REPRESENTATIONS: Provider hereby reaffirms all
of the representations containe in the Solicitation Documents.
24. ENTIRE AGRI EMEN Thi
s instrument and its attachments constitute the
sole and only agreement of the part es relating to the subject matter hereof and correctly
set forth the rights, duties, and obligat'ons of each to the other as of its date. Any prior
agreements, promises, negotiations, or % presentations not expressly set forth in this
Agreement are of no force or effect. This «reement constitutes the sole and entire
agreement between the parties hereto. No rn dification or amendment hereto shall be
valid unless in writing and executed by properly a thorized representatives of the parties
hereto.
25. COUNTERPARTS: This Agreement may be -xecuted in two or more
counterparts, each of' which shall constitute an original but 11 of which, when taken
together, shall constitute one and the same agreement.
26. SPECIAL INSURANCE AND INDEMNIFICATION RIDER: Please initial
if applicable:
12
Ili{ WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by\their respective officials thereunto duly authorized, this the day and year
above written.
ATTEST:
"City"
CITY OF MIAVII, a municipal
corporation
By:
Priscilla A. Thompson, City Clerk Tony E. Crapp, Jr.
City Manager
ATTEST:
rovider"
corporation
Print Name:
Title: Corporate Secretary
By:
Print Name:
Title: President
APPROVED AS TO LEGAL FORM AND APPROV
CORRECTNESS: REQUIREMENTS:
Julie O. Bru
City Attorney
Gary S. Reshefsky
Risk Management Director
AS TO INSURANCE
13
CORPORATE RESOLUTION
WHl 'R AS, desires to enter into an
agreement with the City of Miami for the purpose of performing the work described in
o w \ tY p � P �
the contract to which} is resolution is attached; and
WHEREAS, the \ oard of Directors at a duly held corporate meeting has
considered the matter in acco i ance with the By -Laws of the corporation;
Now, THEREFORE, B IT RESOLVED BY THE BOARD OF DIRECTORS
that the
, is hereby authorized and instructed to enter
into a contract, in the name and on beha of this corporation, with the City of Miami
upon.the terms contained in the proposed cont . ct to which this resolution is attached and
to execute the corresponding performance bond.
2011.
DATED this day of
Chairperson of the Board of Directors
Corporate Secretary
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(Corporate Seal