HomeMy WebLinkAboutExhibit BDocuSign Envelope ID: B7196ED2-FA26-4A62-BA4E-01376F134F05
PROFESSIONAL SERVICES AGREEMENT
By and Between
The City of Miami, Florida
And
CONTRACTOR
This Professional Services Agreement ("Agreement") is entered into this 17th day of
May , 2023 by and between the City of Miami, a municipal corporation of the State of
Florida, whose address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130 ("City"), and, Star
Cleaning USA, Inc., a Florida profit corporation, whose principal address is 12054 NW 98 Avenue,
Hialeah Gardens, Florida 33018 ("Contractor").
RECITALS:
WHEREAS, the City wishes to engage the Contractor for street sweeping services
("Services"), and Contractor wishes to perform the Services for the City; and
WHEREAS, the City and the Contractor desire to enter into this Agreement under the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, Contractor and the City agree as follows:
TERMS:
1. RECITALS AND INCORPORATIONS; DEFINITIONS:
The recitals are true and correct and are hereby incorporated into and made a part of this
Agreement. The Services and Scope of Work are hereby incorporated into and made a part of
this Agreement and attached as Exhibit "A". The Contractor's Proposal dated, March 22, 2023 is
hereby incorporated into and made a part of this Agreement as attached Exhibit "B". The
Contractor's Insurance Certificate is hereby incorporated into and made a part of this Agreement
as attached Exhibit "C". The order of precedence whenever there is any conflicting or inconsistent
language between documents is as follows in descending order of priority: (1) the Agreement,
inclusive of any amendments which may be authorized by the City and executed by the parties, if
any; and, (2) the Contractor's Proposal.
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2. TERM OF SERVICES:
The Agreement shall become effective on the date on the first page, and shall expire on
the earlier of:
(a) The effective date of the executed agreement resulting from the City's issuance of
a competitive solicitation;
(b) Cancellation or termination of this Agreement by the City; or
(c) Cancellation by the City, subject to the notice provisions herein of Section 13.
Termination; Obligations Upon Termination.
The City reserves the right to automatically extend this Agreement term in order to provide
the City with continual services while a new contract is being solicited, evaluated, awarded,
and executed, Extensions may occur, if the City and the Contractor are in mutual
agreement of such extensions.
3. SCOPE OF SERVICES:
A. Contractor agrees to provide the Services as specifically described, and under the
Scope of Work set forth in Exhibits "A" hereto, which by this reference is incorporated into and
made a part of this Agreement.
B. Contractor represents to the City that: (i) it possesses all qualifications, licenses,
certificates, authorizations, registrations, and expertise required for the performance of the
Services, including, but not limited to, full qualification to do business in Florida; (ii) it is not
delinquent in the payment of any sums due the City, any City agency or instrumentality, including
payment of accounts, debts, permits, fees, occupational licenses, etc., nor in the performance of
any obligations or payment of any monies to 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; (iv) the Services will be performed in the manner described in Exhibit
"A"; and (v) each person executing this Agreement on behalf of Contractor has been duly
authorized to so execute the same and fully bind Contractor as a party to this Agreement.
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C. Contractor shall at all times provide fully qualified, competent and physically
capable employees to perform the Services under this Agreement. Contractor shall possess and
maintain any required licenses, permits and certifications to perform the Services under this
Agreement. City may require Contractor to remove any employee the City deems careless,
incompetent, insubordinate, or otherwise objectionable and whose continued services under this
Agreement is not in the best interest of the City.
4. COMPENSATION:
A. The amount of compensation payable by the City to the Contractor will be based
upon the rates quoted in Exhibit "B" hereto, which by this reference is incorporated into and made
a part of this Agreement. Compensation may not exceed the rates quoted in Exhibit "B". Any
compensation exceeding such rates shall not be authorized and will be deemed gratuitous work.
B. Payment shall be made in arrears based upon work performed to the satisfaction
of the City within forty five (45) days after receipt of Contractor's invoice for Services performed,.
which shall be accompanied by sufficient supporting documentation and contain sufficient detail,
to allow a proper audit of expenditures, should the City require one to be performed. Invoices shall
be sufficiently detailed so as to comply with the "Florida Prompt Payment Act", §218.70. - 218.79,
Florida Statutes, and other applicable laws. No advance or future payments shall be made at any
time.
C. Contractor agrees and understands that (i) any and all subcontractors providing
Services related to this Agreement shall be paid through Contractor and not paid directly by the
City, and (ii) any and all liabilities regarding payment to or use of subcontractors for any of the
Services related to this Agreement shall be borne solely by Contractor.
D. Prices shall remain firm and fixed for the term of the Agreement, including any
renewal or extension periods unless Customer Price Index ("CPI") adjustment clause is requested
and accepted pursuant to this Agreement.
5. OWNERSHIP OF DOCUMENTS:
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Contractor understands and agrees that any information, data, document, report Of any
other material whatsoever which is given by the City to Contractor, its employees, or any
subcontractor, or which is otherwise obtained or prepared by Contractor solely and exclusively for
the City pursuant to or under the terms of this Agreement, is and shall at all times remain the
property of the City. Contractor agrees not to use any such information, data, 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. Contractor is
permitted to make and to maintain duplicate copies of the files, records, documents, etc. if
Contractor determines copies of such records are necessary subsequent to the termination of this
Agreement; however, in no way shall the confidentiality as permitted by applicable laws be
breached. The City shall maintain and retain ownership of any and all data and documents which
result upon the completion of the work and Services under this Agreement as per the terms of this
Section 5.
6. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION:
A. Contractor agrees to provide access to the City or to any of its duly authorized
representatives, to any books, documents, papers, and records of Contractor which are directly
pertinent to this Agreement, for the purpose of audit, examination, excerpts, and transcripts. The
City may, at reasonable times, and for a period of ten (10) years following the date of final payment
by the City to Contractor under this Agreement, audit and inspect, or cause to be audited and
inspected, those books, documents, papers, and records of Contractor which are related to
Contractor's performance under this Agreement. Contractor agrees to maintain any and all such
books, documents, papers, and records at its principal place of business for a period of ten (10)
years after final payment is made under this Agreement and all other pending matters are closed.
Contractor's failure to adhere to, or refusal to comply with, this condition shall result in the
immediate cancellation of this Agreement by the City. The audit provisions set forth 18-99 through
18-102 of the Code of the City of Miami, Florida as same may be amended or supplemented, from
time to time, are applicable to this Agreement.
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6. The City may, at reasonable times during the term hereof, inspect the Contractor's
facilities and perform such tests, as the City deems reasonably necessary, to determine whether
the goods or services required to be provided by Contractor under this Agreement conform to the
terms hereof. Contractor shall make available to the City all reasonable facilities and assistance to
facilitate the performance of tests or inspections by City representatives. The inspection provisions
set forth 18-101 of the Code of the City of Miami, Florida as same may be amended or
supplemented, from time to time, are applicable to this Agreement.
All audits, tests and inspections shall be subject to, and made in accordance with, the provisions
of Sections 18-99, 18-100, 18-101, and 18-102 of the Code of the City of Miami, Florida, which
apply to this Agreement, as same may be amended or supplemented, from time to time.
7. AWARD OF AGREEMENT:
Contractor 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.
8. PUBLIC RECORDS:
A. Contractor understands that the public shall have access, at all reasonable times,
to all documents and information pertaining to City Agreements, 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 laws. Contractor's failure or refusal to comply
with the provisions of this section shall result in the immediate cancellation of this Agreement by
the City.
6. Contractor shall additionally comply with Section 119.0701, Florida Statutes,
including without limitation: (1) keep and maintain public records that ordinarily and necessarily
would be required by the City to perform this Service; (2) provide the public with access to public
records on the same terms and conditions as the City would and at the cost provided by Chapter
119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are
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exempt or confidential and exempt from disclosure are not disclosed except as authorized by
law; (4) meet all requirements for retaining public records and transfer, at no cost, to the City all
public records in its possession upon termination of this Agreement and destroy any duplicate
public records that are exempt or confidential and exempt from disclosure requirements; and, (5)
provide all electronically stored public records that must be provided to the City in a format
compatible with the City's information technology systems. Notwithstanding the foregoing,
Contractor shall be permitted to retain any public records that make up part of its work product
solely as required for archival purposes, as required by law, or to evidence compliance with the
terms of the Agreement.
C. SHOULD CONTRACTOR DETERMINE TO DISPUTE ANY PUBLIC ACCESS
PROVISION REQUIRED BY FLORIDA STATUTES, THEN CONTRACTOR SHALL DO SO AT
ITS OWN EXPENSE AND AT NO COST TO THE CITY. IF THE CONTRACTOR HAS
QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE
AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA
EMAIL AT PUBLICRECORDSMIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI
OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FL 33130. THE
CONTRACTOR MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI
DEPARTMENT WHO IS ADMINISTERING THIS AGREEMENT.
9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS:
Contractor understands that agreements with local governments are subject to certain laws
and regulations, including laws pertaining to public records, conflicts of interest, ethics, funding,
lobbying, record keeping, etc. City and Contractor agree to comply with and observe all such
applicable federal, state and local laws, rules, regulations, codes and ordinances, as they may be
amended from time to time.
Contractor further agrees to include in all of Contractor's agreements with subcontractors
for any Services related to this Agreement this provision requiring subcontractors to comply with
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and observe all applicable federal, state, and local laws, rules, regulations, codes and ordinances,
as they may be amended from time to time.
10. INDEMNIFICATION:
Contractor shall indemnify, hold and save harmless, and defend (at its own cost and
expense), the City, its officers, agents, directors, departments, employees, agencies and/or
instrumentalities (individually and collectively the "Indemnitees") from all liabilities, damages,
losses, judgements, and costs, including, but not limited to, reasonable attorney's fees, to the
extent caused by performance of this Agreement by the Contractor, the Contractor's compliance
and/or noncompliance with the provisions of this Agreement, and all laws and regulations
pertaining to the Contractor's services which are applicable to the Contractor, the negligence,
recklessness, negligent act or omission, or intentional wrongful misconduct of Contractor and
persons employed or utilized by Contractor in the performance of this Agreement. Contractor shall
further, indemnify, save and hold harmless for, and defend (at its own cost), the Indemnitees
against any civil actions, administrative, regulatory, statutory or similar claims, injuries or damages
arising or resulting from the Services, even if it is alleged that the Indemnitees were negligent. In
the event that any action, cause of action, claim, demand or proceeding (individually and
collectively "Claims") is brought against the City, the Contractor shall, upon written notice from the
City, resist and defend such action or proceeding by counsel reasonably satisfactory to the City
Attorney. The Contractor expressly understands and agrees that any insurance protection required
by this Agreement or otherwise provided by the Contractor shall in no way limit the responsibility
to indemnify, hold, keep and save harmless and defend the Indemnitees as herein provided.
The indemnification provided above shall obligate the Contractor to defend, at its own
expense, to and through trial, mediation, arbitration, administrative, regulatory, appellate,
supplemental or bankruptcy proceedings, or to provide for such defense. at the City's option, any
and all claims of liability and all suits and actions of every name and description which may be
brought against the City, whether performed by the Contractor, or persons or entities employed or
utilized by Contractor.
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These duties will survive the cancellation or expiration of the Agreement. This Section will
be interpreted under the laws of the State of Florida, including without limitation and interpretation,
which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as they may
be applicable, and as they may be amended.
Contractor shall require all subcontractor agreements to include a provision that each
subcontractor will indemnify, hold harmless and defend the City in substantially the same language
as this Section. The Contractor agrees and recognizes that the City shall not be held liable or
responsible for any claims which may result from any actions or omissions of the Contractor in
which the City participated either through review or concurrence of the Contractor's actions. In
reviewing, approving or rejecting any submissions by the Contractor or other acts of the Contractor,
the City, in no way, assumes or shares any responsibility or liability of the Contractor or
subcontractor under this Agreement.
Ten dollars ($10.00) of the payments made by the City constitute separate, distinct, and
independent consideration for the granting of this Indemnification, the receipt and sufficiency of
which is voluntarily and knowingly acknowledged by the Contractor.
11. DEFAULT:
If Contractor fails to comply materially with any term or condition of this Agreement, or fails
to perform in any material way any of its obligations hereunder, and fails to cure such failure after
reasonable notice from the City, setting forth the thirty (30) day time period to cure, then Contractor
shall be in default. Contractor understands and agrees that termination of this Agreement under
this section shall not release Contractor from any obligation accruing prior to the effective date of
termination. Should Contractor be unable or unwilling to commence to perform the Services within
the time provided or contemplated herein, then, in addition to the foregoing, Contractor shall be
liable to the City 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.
12. RESOLUTION OF AGREEMENT DISPUTES:
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Contractor understands and agrees that all disputes between Contractor 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 Contractor being entitled to seek judicial relief in
connection therewith. In the event that the amount of compensation hereunder exceeds Twenty -
Five Thousand Dollars ($25,000.00), the City Manager's decision shall be approved or
disapproved by the City Commission. Contractor 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 Twenty -Five Thousand Dollars ($25,000.00), 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 (one hundred twenty (120) days if the
City Manager's decision is subject to City Commission approval); or (iii) the City has waived
compliance with the procedure set forth in this section by written instruments, signed by the City
Manager. In no event may the amount of compensation under this Section exceed the total
compensation set forth in Section 4 (A) of this Agreement.
13. TERMINATION; OBLIGATIONS UPON TERMINATION:
A. The City, acting by and through its City Manager, shall have the right to terminate
this Agreement, in its sole discretion, for convenience, and without penalty or any stated cause, at
any time, by giving written notice to Contractor at least thirty (30) calendar days prior to the effective
date of such termination. In such event, the City shall pay to Contractor compensation for Services
rendered and approved expenses incurred prior to the effective date of termination. In no event
shall the City be liable to Contractor for any additional compensation and expenses incurred, other
than that provided herein, and in no event shall the City be liable for any consequential or incidental
damages. The Contractor shall have no recourse or remedy against the City for a termination
under this subsection except for payment of fees due prior to the effective date of termination.
B. The City, by and acting through its City Manager, shall have the right to terminate
this Agreement, in its sole discretion, and without penalty, upon the occurrence of an event of a
material breach hereunder, and failure to cure the same within thirty (30) days after written notice
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of default. In such event, the City shall not be obligated to pay any amounts to Contractor for
Services rendered by Contractor after the date of termination, but the parties shall remain
responsible for any payments that have become due and owing as of the effective date of
termination. In no event shall the City be liable to Contractor for any additional compensation and
expenses incurred, other than that provided herein, and in no event shall the City be liable for any
direct, indirect, consequential or incidental damages.
14. INSURANCE:
A. Contractor shall, at all times during the term hereof, maintain such insurance
coverage(s) as may be required by the City. The insurance coverage(s) required as of the Effective
Date of this Agreement are attached hereto as Exhibit "C" and incorporated herein by this
reference. The Contractor shall add the City of Miami as an additional insured to its commercial
general liability, and auto liability policies, and as a named certificate holder on all policies.
Contractor shall correct any insurance certificates as requested by the City's Director of Risk
Management. All such insurance, including renewals, shall be subject to the approval of the City
for adequacy of protection and evidence of such coverage(s) and shall be furnished to the City
Risk Management Director on certificates of insurance indicating such insurance to be in force and
effect and any cancelled or non -renewed policy will be replaced with no coverage gap and a current
certificate of insurance will be provided. Completed certificates of insurance shall be filed with the
City prior to the performance of Services hereunder, provided, however, that Contractor shall at
any time upon request file duplicate copies of the certificate of insurance with the City.
B. If, in the judgment of the City, prevailing conditions warrant the provision by
Contractor of additional liability insurance coverage or coverage which is different in kind, the City
Risk Management Director reserves the right to require the provision by Contractor 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 Contractor fail or refuse to satisfy the requirement of changed coverage
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within thirty (30) days following the City's written notice, this Agreement shall be considered
terminated on the date that the required change in policy coverage would otherwise take effect.
C. Contractor understands and agrees that any and all liabilities regarding the use of
any of Contractor's employees or any of Contractor's subcontractors for Services related to this
Agreement shall be borne solely by Contractor throughout the term of this Agreement and that this
provision shall survive the termination of this Agreement. Contractor further understands and
agrees that insurance for each employee of Contractor and each subcontractor providing Services
related to this Agreement shall be maintained in good standing and approved by the City's Director
of Risk Management throughout the duration of this Agreement.
D. Contractor shall be responsible for assuring that the insurance certificates required
under this Agreement remain in full force and effect for the duration of this Agreement, including
any extensions hereof. If insurance certificates are scheduled to expire during the term of this
Agreement and any extension hereof, Contractor shall be responsible for submitting new or
renewed insurance certificates to the City's Director of Risk Management as soon as coverages
are bound with the insurers. In the event that expired certificates are not replaced, with new or
renewed certificates which cover the term of this Agreement and any extension thereof:
(I) the City shall suspend this Agreement until such time as the new or renewed
certificate(s) are received in acceptable form by the City's Director of Risk Management; or
(ii) the City may, at its sole discretion, terminate the Agreement for cause and seek re -
procurement damages from Contractor in conjunction with the violation of the terms and
conditions of this Agreement.
E. Compliance with the foregoing requirements shall not relieve Contractor of its
liabilities and obligations under this Agreement.
15. NONDISCRIMINATION:
Contractor represents to the City that Contractor does not and will not engage in
discriminatory practices and that there shall be no discrimination in connection with Contractor's
performance under this Agreement on account of race, age, religion, color, gender, gender identity,
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sexual orientation, national origin, marital status, physical or mental disability, political affiliation,
or any other factor which cannot be lawfully used. Contractor further covenants that no otherwise
qualified individual shall, solely by reason of his/her race, age, religion, color, gender, gender
identity, sexual orientation, national origin, marital status, physical or mental disability, political
affiliation, or any other factor which cannot be lawfully used, be excluded from participation in, be
denied services, or be subject to discrimination under any provision of this Agreement.
16. ASSIGNMENT:
The Contractor's services are considered unique and specialized. This Agreement shall
not be assigned, sold, transferred, pledged, or otherwise conveyed by Contractor, in whole or in
part, and Contractor shall not assign any part of its operations which are related to the performance
of this Agreement, without the prior written consent of the City Manager, which may be withheld or
conditioned, in the City's sole discretion through the City Manager.
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.
TO CONTRACTOR: TO THE CITY:
Star Cleaning USA, Inc. Arthur Noriega V
12054 NW 98th Avenue City Manager
Hialeah Gardens. FL 33018 City of Miami
444 S.W. 2nd Avenue, 10th Floor
Miami, FL 33130
Wade L. Sanders
Director of Department of Solid Waste
1290 N.W. 20th Street
Miami, FL 33142
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Annie Perez, CPPO
Director of Procurement/Chief Procurement
Officer
City of Miami
444 S.W. 2nd Avenue, 6th Floor
Miami, FL 33130
Victoria Mendez
City Attorney
City of Miami
444 S.W. 2nd Avenue, 91h Floor
Miami, FL 33130
18. MISCELLANEOUS PROVISIONS:
A. This Agreement shall be construed and enforced according to the laws of the State
of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida.
Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted
by motion, memorandum, or pleading, that the aforementioned courts are an improper or
inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the
aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties freely,
knowingly, and irrevocably waive any rights to a jury trial in any actions or proceedings between
them related to this Agreement.
B. 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.
C. Should any provision, paragraph, sentence, word or phrase contained in this
Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable under the laws of the State of Florida or the City of Miami, such provision,
paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order
to conform with such laws, or if not modifiable, then the same shall be deemed severable, and
in either event, the remaining terms and provisions of this Agreement shall remain unmodified and
in full force and effect or limitation of its use.
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D. Contractor shall comply with all applicable laws, rules and regulations in the
performance of this Agreement, including, but not limited to, licensure, registration, and
certifications required by law for professional service Contractors performing these Services.
E. 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. Except as otherwise set forth in Section
2 above, the City Manager shall have the sole authority to extend, amend, or modify this
Agreement on behalf of the City. All changes and/or modifications to this Agreement shall be
approved in advance and in writing by the Office of the City Attorney as to legal form and
correctness, and executed in writing by the City and the Contractor.
F. Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
G. Nothing contained in this Agreement is any way intended to be a waiver of the
limitation placed upon the Indemnitees' liability as set forth in Chapter 768, Florida Statutes.
Additionally, the Indemnitees do not waive sovereign immunity, and no claim or award against the
Indemnitees shall include attorney's fees, investigative costs, pre -suit or adjusting costs, or pre-
judgment interest.
H. If any term or provision of this Agreement, or combination of the same, is in
violation of any applicable law or regulation, or is unenforceable or void for any reason, such term,
provision or combination of same shall be modified or reformed by the court to the minimum extent
necessary to accomplish the intention of the entire Agreement to the maximum extent allowable,
under any legal form, without violating applicable law or regulation. Notwithstanding, the
remainder of the Agreement shall remain binding upon the parties. This Subsection shall not apply
if there is a material breach of this Agreement causing cancelation or cancellation for convenience.
19. SUCCESSORS AND ASSIGNS:
This Agreement shall be binding upon the parties hereto, their heirs, executors, legal
representatives, successors, or assigns.
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20. INDEPENDENT CONTRACTORS:
Contractor 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, neither
Contractor, nor its employees, nor any subcontractor hired by Contractor to provide any Services
under this Agreement shall 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. Contractor further understands that Florida Workers' Compensation benefits available
to employees of the City are not available to Contractor, its employees, or any subcontractor hired
by Contractor to provide any Services hereunder, and Contractor agrees to provide or to require
subcontractor(s) to provide, as applicable, workers' compensation insurance for any employee or
agent of Contractor rendering Services to the City under this Agreement. Contractor further
understands and agrees that Contractor's or subcontractors' use or entry upon City properties shall
not in any way change its or their status as an independent contractor.
21. 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, failure to allocate or appropriate funds, and/or change in
applicable laws or regulations, upon thirty (30) days written notice.
22. FORCE MAJEURE:
A "Force Majeure Event" shall mean an act of God, act of governmental body or military
authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters,
epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or
embargo. In the event that either party is delayed in the performance of any act or obligation
pursuant to or required by the Agreement by reason of a Force Majeure Event, the time for
required completion of such act or obligation shall be extended by the number of days equal to
the total number of days, if any, that such party is actually delayed by such Force Majeure
Event. The party seeking delay in performance shall give notice to the other party specifying
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the anticipated duration of the delay, and if such delay shall extend beyond the duration
specified in such notice, additional notice shall be repeated no less than monthly so long as
such delay due to a Force Majeure Event continues. Any party seeking delay in performance
due to a Force Majeure Event shall use its best efforts to rectify any condition causing such
delay and shall cooperate with the other party to overcome any delay that has resulted.
23. CITY NOT LIABLE FOR DELAYS:
Contractor hereby understands and agrees that in no event shall the City be liable for,
or responsible to Contractor or any subcontractor, or to any other person, firm, or entity for or
on account of, any stoppages or delay(s) in work herein provided for, or any damages
whatsoever related thereto, because of any injunction or other legal or equitable proceedings
or on account of any delay(s) for any cause over which the City has no control.
24. USE OF NAME:
Contractor understands and agrees that the City is not engaged in research for advertising,
sales promotion, or other publicity purposes. Contractor is allowed, within the limited scope of
normal and customary marketing and promotion of its work, to use the general results of this project
and the name of the City. The Contractor agrees to protect any confidential information provided
by the City and will not release information of a specific nature without prior written consent of the
City Manager or the City Commission.
25. NO CONFLICT OF INTEREST:
Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding
conflicts of interest, Contractor hereby certifies to the City that no individual member of Contractor,
no employee, and no subcontractor under this Agreement nor any immediate family member of
any of the same is also a City employee or a member of any board, commission, or agency of the
City. Contractor hereby represents and warrants to the City that throughout the term of this
Agreement, Contractor, its employees, and its subcontractors will abide by this prohibition of the
City Code.
I6
DocuSign Envelope ID: B7196ED2-FA26-4A62-BA4E-01376F134F05
Contractor additionally agrees during the term of this Agreement not to serve as a paid
expert witness, affiant or otherwise furnish evidence adverse to the City in a Claim brought against
the City by any third party.
26. NO THIRD -PARTY BENEFICIARY:
No persons other than the Contractor and the City (and their successors and assigns) shall
have any rights whatsoever under this Agreement.
27. SURVIVAL:
All obligations (including, but not limited to, indemnity and obligations to defend and hold
harmless) and rights of any party arising during or attributable to the period prior to expiration or
earlier termination of this Agreement shall survive such expiration or earlier termination.
28. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND WARRANTY:
Contractor hereby certifies, represents and warrants to the City that on the date of
Contractor's execution of this Agreement, and so long as this Agreement shall remain in full force
and effect, the wage rates and other factual unit costs supporting the compensation to Contractor
under this Agreement are and will continue to be accurate, complete, and current. Contractor
understands, agrees and acknowledges that the City shall adjust the amount of the compensation
and any additions thereto to exclude any significant sums by which the City determines the contract
price of compensation hereunder was increased due to inaccurate, incomplete, or non -current
wage rates and other factual unit costs. All such contract adjustments shall be made within one (1)
year of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the
provisions hereof.
29. COUNTERPARTS, ELECTRONIC SIGNATURES:
This Agreement may be executed in counterparts, each of which shall be an original as against
either Party whose signature appears thereon, but all of which taken together shall constitute but
one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement
shall have the same force and effect as an original. The parties shall be entitled to sign and
transmit an electronic signature on this Agreement (whether by facsimile, PDF or other email
17
DocuSign Envelope ID: B7196ED2-FA26-4A62-BA4E-01376F134F05
transmission), which signature shall be binding on the party whose name is contained therein. Any
party providing an electronic signature agrees to promptly execute and deliver to the other parties
an original signed Agreement upon request.
30. ENTIRE AGREEMENT:
This instrument and its exhibits 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,
DocuSign Envelope ID: B7196ED2-FA26-4A62-BA4E-01376F134F05
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
by their respective officials thereunto duly authorized, this the day and year above written.
ATTEST:
Print Name: % itelte 'x474e-t
Title: I . P (7 / ,4M,45
(Corporate Seal)
ATTEST:
DocuSigned by:
Hannon, Ci
"Contractor"
STAR CLEANING USA, INC.,
a Florida profit corporation
By:
Print Nam './I 6/0% 2, i
Title: / / feet/
(Authorized Corporate Officer)
"City"
CITY OF MIAMI,
DocuSigned by: a Florida municipal corporation
51(1-tuArNavicyt
By:8,0,1,,/,1,1)a,A
Arthur Noriega V, City Manager
APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE
AND CORRECTNESS: REQUIREMENTS:
By:
DS
rPr
Victoria Mendez (Matter 23-901)
City Attorney
By: Frau.t; Gaii,vy
Ann -Marie Sharpe
Director of Risk Management
DocuSign Envelope ID: B7196ED2-FA26-4A62-BA4E-01376F134F05
EXHIBIT "A"
SCOPE OF SERVICES
20
DocuSign Envelope ID: B7196ED2-FA26-4A62-BA4E-01376F134F05
Supplemental Street Sweeping Services
The City of Miami ("City") is interested in supplemental street sweeping services for different areas within the City limits.
The services shall in include but not limited to the following:
• Cleaning for Street, Curb and Sidewalk;
• All-inclusive services (including all fees of disposal of collected waste; and
• Vegetation debris found in the middle of the street or sidewalk.
Table below is a calculation of the milage per week based on layout.
Data
OBJECTID
CleanFreq
FREQUENCY
SUM_Shape_
Distance in miles
Assess pro rata
2
Biweekly
25
12044.70649
2.281194411
1.14
3
Daily
212
85435.87723
16.18103735
113.27
4
Twice_a_week
147
50493.43578
9.563150717
19.13
5
Weekly
1795
654730.829
124.002051
124.00
Totals
257.54
The table is based on the map found on the hyperlink below:
https://miamigis.maps.arcgis.com/apes/webappviewer/index.html?id=74f735745e7e47e7aebcaab2e8d749bc
The maps outline the streets to be served and the cleaning frequency for each of them. There is an indication of the day of the week
to be cleaned under the field (CleanDOW), however this is just a proposal susceptible of being adjusted by the vendor based on
operational needs, except for those streets under Twice_a_week frequency that are set to be serviced on Thursdays and Sundays.
The frequency cannot be altered.
DocuSign Envelope ID: B7196ED2-FA26-4A62-BA4E-01376F134F05
EXHIBIT "B"
CONTRACTOR'S PROPOSAL
DocuSign Envelope ID: B7196ED2-FA26-4A62-BA4E-01376F134F05
Star Cleaning USA, Inc.
Proudly serving Florida
12054 um, Avenue, tlialea5Gardens, FL 33018
_452
DAY TIME SWEEPING $85.00 PM (permi e)
Mileage
Clean Freq
Daily
Twice a week
Weekly
Biweekly
Weekly Sweeping
Total Miles
113.27
19.13
124
1.14
257.54
257.54 (miles) x 52 (weeks) = 13
Cost per Mile
$85.00
TOTAL COST
$9,627.95
$85.00
$1,626.05
$85.00
$85.00
$10,540.00
$96.90
Sweeping Tota
$21,890.90
92.08 Sweeping miles per year
Phone: 954-680- STAR (7827)
E-mail: michaelg@starcleaningusa.com
ATTACHEMENT "'
Day Time Sweeping *PM - Per Mile Swept
Weekly
Monthly
Yearly
Total yearly cost for service(s)
257.54 $85.00 PM
1116I $85.00 PM
13392.08 $85.00 PM
$1,138,326.80
NI a�i ). SWEEPING
Mileage
.Q0 PM.
CleanFreq
Daily
Total Miles
113.27
Twice a week 19.13
Weekly
Biweekly
Weekly Sweeping
124
1.14
Cost per Mile
$ 60.00
$ 60.00
$60.00
$60.00
TOTAL COST
$6,796.20
$1,147.80
$ 7,440.00
$68.40
257.54 ( Sweeping Total
257.54 (miles) x 52 (weeks) = 13,392.08 Sweeping miles per year
$15,452.40
Pick uo and remove from the areas to be swept. any obstacle such as wood. tires. cans
Weekly
Monthly
Yearly
Total yearly cost for service(s)
*PM - Per Mile Swept
257.54
1116I
13392.08
60.00 PM
60.00 PM
60.00 PM
$803,524.80
Total Savings (Per Year)
Special Event Request
Hours Minimum/ Per Hour Rate
Travel Chrarg
Mon -Fri
Weekends
Hours / any additinal hr will be $225.
1 Hour
$334,802.00
Disposal Rate
$85.00
Total Per call
1375.00 (not incoluding disposal
Hours / any additinal hr will be $275.0
1 Hour
$85.00
(Dispsal not included with the rate)
Emergency Call
Hours Minimum/ Per Hour Rate
* Disposal Rate is Per Ton
Travel Chrarg
Disposal Rate
Total Per call
$650.00 PER CALL
-lours / any additional hr will be $225.
Inculded
$85.00
$1,150.00
(Dispsal not included with the rate)
etc. that can not be picked -up by the sweeper to include areas under auardrail on paved
shoulders. Remove all items such as newspapers. magazines, larae boxes. etc. that would be torn
ripped or scattered by the sweeper and result in an objectionable appearance.
Completed work will be clean and free of all accumulated debris immediately after
sweepinrs as determined by the Engineer.
Areas detest -lined unsatisfactory by the Engineer will be re -swept to the satisfaction of
the Engineer within 24 hrs at no additional cost to the Deparhnent.
This item was discussed within the City and the department has dewed to make some changes to the initial plan and routes. In light of the changes, provide an updated quote as soon as pOs able so that we can move this project forwa d, based on the ollowinq:
The link provided below aives access to the City of Miami Street Sweepina Plan, it can be accessed by any person outside of the City with no loaaina in required The maps outline the streets to be served and the cleaning frequency for each of them.
There is an indication of the day of the week to be cleaned under the field (CleanDOW), however this is just a proposal susceptible of being adjusted by the vendor based on operational needs, except for those streets under Tv.ice_a_week frequency that are set to be serviced on Thursdays and Sundays.
The frequency cannot be altered. Please find also below a table with a calculation of the mileage per week based on the updated layo
DocuSign Envelope ID: B7196ED2-FA26-4A62-BA4E-01376F134F05
EXHIBIT "C"
INSURANCE REQUIREMENTS
INSURANCE REQUIREMENTS -PROFESSIONAL SERVICES AGREEME\T
SUPPLEMENTAL STREET SWEEPING SERVICES
1. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000.00
General Aggregate Limit $ 2,000,000.00
Personal and Adv. Injury $ 1,000,000.00
Products Completed Operations $ 1,000,000.00
B. Endorsements Required
City of Miami listed as additional insured
Contingent & Contractual Liability
Premises and Operations Liability
Primary Insurance Clause Endorsement
11. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Owncd/Schcdulcd Autos
Including I Tired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000.00
B. Endorsements Required
City of Miami listed as an additional insured
DocuSign Envelope ID: B7196ED2-FA26-4A62-BA4E-01376F134F05
11I. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
Employer's Liability
A. Limits of Liability
$100,000.00 for bodily injury caused by an accident, each accident
$100,000.00 for bodily injury caused by disease, each employee
$500,000.00 for bodily injury caused by disease, policy limit
IV. Umbrella Liability
Each Occurrence
Policy Aggregate Limit
$1,000,000.00
$1,000,000.00
City listed as additional insured. Coverage is excess follow form over the
general liability and auto policies.
The above policies shall provide the City of Miami with written notice of cancellation or
material change from the insurer in accordance with policy provisions.
Companies authorized to do business in the State of Florida, with the following qualifications,
shall issue all insurance policies required above:
The company must be rated no less than "A-" 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. All policies and/or certificates of insurance are
subject to review and verification by Risk Management prior to insurance approval.
DocuSign Envelope ID: B7196ED2-FA26-4A62-BA4E-01376F134F05
EXHIBIT "D"
COMPANY RESOLUTION
AND EVIDENCE OF QUALIFICATION TO DO BUSINESS IN FLORIDA
(To be provided upon document execution)
DocuSign Envelope ID: B7196ED2-FA26-4A62-BA4E-01376F134F05
COMPANY RESOLUTION
(This Resolution needs to authorize the signatory to sign)
WHEREAS, /' fGe•ur `f// (/,4s1--A)CP , a
(company type: Inc., LLC), desires to enter into an Agreement with
the City of Miami ("City") for the purpose of performing the work described in the
Agreement to which this resolution is attached; and
WHEREAS, the66/4/G (board type: Board of
Directors for Inc., Board of Managers for LLC) at a duly held Company meeting has
considered the matter in accordance with the bylaws of the Company; �Tn j �61 Pij%C
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD off`/ ! (same �J
as identified above) that this Company is authorized to enter into the Agreement with
the City, and the Bt'�i de I (Company officer title)and the
ef?'
(Company officer title) are hereby authorized and directed to
execute the Agreement in the name of this Company and to execute any other
document and perform any acts in connection therewith as may be required to
accomplish its purpose.
IN WITNESS WHEREOF, this L' day of i , 202 3
6/44 /ip
An F-fv rt."'
ZV ("Compny")
( Company State)
By: (sign)
Print Name: L NC" Q'i'�r GQ_n,cz,le L
TITLE: _�> SA..-/'•
(sign)
Print Name:
TITLE:
25
DocuSign Envelope ID: B7196ED2-FA26-4A62-BA4E-01376F134F05
3/23/23, 3:59 PM
Detail by Entity Name
DIVISION OF CORPORATIONS
i) "/i vlf)' I f'f
rit 'r'rJi r
!If rr1/rrrrtl ;trite „/ 1 f , Oh: :• •'et':rtr:
Department of State / Division of Cofporations / Search Records / $earch by Entity Name /
Detail by Entity Name
Florida Profit Corporation
STAR CLEANING USA, INC.
Fling fnfQrmation
Document Number
FEI/EIN Number
Date Filed
State
Status
Last Event
Event Date Filed
Event Effective Date
Principal Addresq
12054 NW 98 Ave
Hialeah Gardens, FL 33018
Changed: 02/06/2020
MailingAddress
12054 NW 98 Ave
Hialeah Gardens, FL 33018
P96000056525
65-0684451
07/03/1996
FL
ACTIVE
CANCEL ADM DISS/REV
09/25/2006
NONE
Changed: 02/06/2020
Reaistered Aaent Name & Address
GONZALEZ, ENRIQUE M
12054 NW 98 AVENUE
HIALEAH GARDENS, FL 33018
Name Changed: 02/06/2020
Address Changed: 02/06/2020
Officer/Director Detail
hops://search.sunbiz.org/Inquiry/CorporatlonSearch/SearchResultDetall?inquirytype=EntityNameBdirectionType=lnitial8search NameOrder=STARCLE.. 1/3
DocuSign Envelope ID: B7196ED2-FA26-4A62-BA4E-01376F134F05
3/23/23, 3:59 PM
Name & Address
Detail by Entity Name
Title PT
GONZALEZ, ENRIQUE M
12054 NW 98 Ave
Hialeah Gardens, FL 33018
Title VPS
GONZALEZ, MARISABEL
12054 NW 98 Ave
Hialeah Gardens, FL 33018
Title SECR
MICHAEL, GONZALEZ
12054 NW 98 Ave
Hialeah Gardens, FL 33018
Title TESO
DANIEL, GONZALEZ
12054 NW 98 Ave
Hialeah Gardens, FL 33018
Annual Reports
Report Year
2020
2021
2022
Document Images
Filed Date
02/06/2020
04/28/2021
01/26/2022
01/26/2022--ANNUAL.REPORT
44/28/2021 --ANNUAL. REPORT
02/06/2020 —ANNUAL REPORT
D1108/2020 -- Rep. Agent Change
91 /26/2019 -- ANNUAL REPORT
92/22/2018—ANNUAL REPORT
Q2/1312017 ANNUAL REPQRT
Q5/05/2016 -- ANNUAL REPORT
Q1/ /2015--ANNUALSEPQRT
Q1/11/2014—ANNUAL REPORT
02/20/2013 -- ANNUAL REPORT
04/16/2012—ANNUAL.REPORT
Q1[Q¢/2011—ANNOLREPQRI
Q2L8/2010--gNN1J I.REPORT
Wi3/2009—ANNUAL EEPQRT
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DocuSign Envelope ID: B7196ED2-FA26-4A62-BA4E-01376F134F05
3/23/23, 3:59 PM
Qg/15/2008 --ANNUAL REPORT
Q5/07/2007 -- ANNUAL REPORT
99/25/2006 -- REINSTATEMENT
01/07/2005 --ANNUAL REPORT
Q4/12/2004 —ANNUAL REPORT
02/13/2003 -- ANNUAL REPORT
03/03/2002 —ANNUAL REPORT
03/29/2001 --ANNUAL REPORT
94103/2000 -- ANNUAL REPORT
01 ✓22/1999 —ANNUAL REPORT
Q1/30/1998 —ANNUAL REPORT
W27/1997 -- ANNUAL REPORT
0/10311996 -- DOCUMENTS PRIOR TO 199/
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DocuSign Envelope ID: B44BC2F4-E6BB-4COD-B98D-BB3953B462C2
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
TO: Arthur Noriega V
City Manager
FROM: Wade L. Sanders
Sanders, Wade Daea 023.0328y161718-04'00'
Director, Solid Waste Department
DATE: 3/28/2023
SUBJECT: Emergency purchases
REFERENCES:
ENCLOSURES:
The Department of Solid Waste respectfully requests your approval of the following emergency
purchase(s) to contract operational mechanical street sweeping services to clean the major thoroughfares within the cite.
The goods and/or services required herein are as a result of one or both of the following circumstance(s):
1) A public emergency (threats to health, life, welfare or safety); or
2) Convenience of the City.
Per the emergency procurement procedures as defined in Section 18-90 of the City Code, authorization to
waive the competitive bid process, albeit it is a retroactive authorization, is also requested for the
aforementioned emergency purchase if greater than $25,000.
This purchase is necessary for the following reason:
The Department of Solid Waste requests your approval to contract street sweeping services from Star Cleaning USA,
Inc. in response to the environmental and health challenges the City faces on a daily basis. Florida weather conditions
such as hurricanes, tropical storms, King Tide and rain events, etc. threaten and impact the environment and quality of
life of the residents we serve. These required services will respond to the environmental threats in the City while
promoting the need to meet the NPDES National Pollutant Discharge state requirements.
CITY MANAGER:
M APPROVED DISAPPROVED
April 18, 2023 1 14:29:42 EDT
Arthur N'oriega V Date:
DIRECTOR, DEPARTMENT OF PROCUREMENT: ✓❑ APPROVED D DISAPPROVED
Perez, Annie Dade: 2023.0 28Y16:41 38 -0400'
Annie Perez, CPPO
Date: