Loading...
HomeMy WebLinkAboutExhibit 1Al It 14- LIST OF ADDITIONAL PRE -QUALIFIED FIRMS/INDIVIDUALS Exhibit A (Revised 11/15/12) RFQ.320284: SPECIAL MASTER SERVICES 1) Victor H, De Yurre, Esq. 6780 Coral Way Miami, FL 33155 305-373-9194; 305-373-1164 devurre@aol.corq 2) Maritza Alvarez, P.A. 4000 Ponce De Leon Blvd„ Suite 470 Coral Gables, FL 33146 ma ritzaPalvarezrodriguezlaw.com Page 1 of 1 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI AND This Professional Services Agreement ("Agreement") is made and entered into as of day of , 2012, ("Effective Date" shall be September 1, 2012) by and between the City of Miami, a municipal corporation of the State of Florida (hereinafter referred to as the "City"), and , (hereinafter referred to as the "Provider"). RECITALS WHERAS, the City requires services for a Special Master for Code Enforcement and other similar hearings and proceedings in accordance with the City Code; WHEREAS, the City issued a Request for Qualifications ("RFQ") No. on , 2012, which is attached hereto as Exhibit "A" and incorporated herein by reference for the provision of Special Master for Code Enforcement services ("Services"); WHEREAS, the City advertised such Special Master for Code Enforcement position in three (3) newspapers, in compliance with Resolution No. WHEREAS, Provider's proposal ("Proposal"), which is attached hereto as Exhibit "B" and incorporated herein by reference, has been selected as the most qualified and advantageous proposal for the provision of Services. The RFQ and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents. Vm o2 1 WHEREAS, the Commission of the City of Miami, by Resolution No. , adopted on , approved the selection of Provider and authorized the City Manager to negotiate and execute a contract in the form of a Professional Services Agreement ("Agreement"), under the terms and conditions set forth herein. WHEREAS, the Provider, familiar with the Scope of Work required hereunder that comprises the Request for Proposal and the Contract specifications and having expressed its desire and willingness to provide such professional services and having presented their qualifications to the City; and WHEREAS, the City agrees to engage the Services of the Provider and the Provider agrees to perform the services for the City under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows: TERMS 1. RECITALS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. TERM: Unless terminated or cancelled, including by §17 herein, the term of this Agreement shall be for two (2) years beginning on the Effective Date hereof. The Effective Date for purposes of this Agreement shall be September 1, 2012, which is the date on which the Provider shall commence Services of the resultant Agreement. 3. OPTION TO EXTEND: The City shall have the option to extend this Agreement for two (2) additional one (1) year periods. 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 2 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. 4. SCOPE OF SERVICES: A. Provider agrees to serve as a Special Master for Code Enforcement and other similar hearings and proceedings in accordance with the City Code and more specifically described in the Scope of Services, attached hereto as Exhibit "C", which by this reference is incorporated into and made a part of this Agreement. B. Provider represents and warrants to the City that Provider: (i) possesses all qualifications, licenses, registrations, approvals, and expertise required to perform the Services described in Exhibit "C"; (ii) is not delinquent in the payment of any sums due the City, including payment of permit fees, occupational licenses, etc., nor in the performance of any obligations to the City; (iii) is and shall be, at all times during the term hereof, fully qualified and trained to perform the Services described in Exhibit "C"; and (iv) the Services will be performed in the manner described herein, in Exhibit "C", and in any submittals approved by the City. 5. CONSTRUCTION OF AGREEMENT: This Agreement shall be construed and enforced according to the laws of the State of Florida; 6. PRIORITY OF PROVISION: If there is a conflict with the Request for Qualifications and/or the Proposal and/or this Agreement, this Agreement shall prevail. The City reserves the right to resolve any contradictions and to correct\any errors contained in its proposal documents. Any conflicts between the Request for Qualifications and any Addendum shall be resolved in favor of the provisions of this Agreement. If there is a conflict or inconsistency between any tern, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into the Agreement Documents by reference and a term, statement, requirement, the specifications and plans 3 prepared by the Provider, or provision of the Agreement Documents, the following order of precedence shall apply: In the event of conflicts in the Agreement Documents, the priorities stated below shall govern: 1. Revisions (Amendments) to the Agreement that are executed shall govern over the Agreement. 2. The Agreement shall govern over the RFQ, any Addendum to the RFQ, and the RFQ Response/Proposal. 3. The RFQ shall govern over the Response to RFQ/Proposal. 7. COMPENSATION: A. The amount of compensation payable by the City to Provider shall be One Hundred Dollars ($100.00) per hour; provided, however, that in no event shall the amount of compensation exceed Twenty -Five Thousand Dollars ($25,000.00) per year. B. Payment shall be made within 30 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. Provider is not entitled to travel expenses. 8. 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 (which was not previously possessed by Provider or not otherwise in the public domain) is and shall at all times remain the property of the City. Provider agrees not to use any such information, document, report or material which is the property of the City for any other purpose whatsoever without the written consent of the City Manager, which may be withheld or conditioned by the City in its sole discretion. Notwithstanding the foregoing or anything else in this Agreement to the contrary, Provider shall retain all rights to any confidential or proprietary information; as such is defined by the laws of the state of Florida, prepared by Provider during the course of this Services Agreement. 9. AUDIT AND INSPECTION RIGHTS: 4 A. The City may, at reasonable times, and for a period of up to three (3) years following the expiration dateof this Agreement, audit, or cause. to. be audited, those books and records of Provider which are related to Provider's performance under this Agreement. Provider agrees to maintain all such books and records at its principal place of business for a period of three (3) years after the expiration of this Agreement. All audits shall be subject to, and made in accordance with, the provisions of Section 18- 102 of the Codes of the City of Miami, as it may be amended or supplemented from time to time. B. The City may, at reasonable times during the term hereof, inspect Provider's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Provider under this Agreement conform to the terms hereof and/or the terms of the Solicitation Documents, if applicable. Provider shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. All test and inspections shall be subject to, and made in accordance with, the provisions of Section 18-101 of the Code of the City of Miami, Florida, as it may be amended or supplemented, from time to time. C. If any litigation, claim, negotiation, audit, or other action involving the records has been started before the expiration of the three (3) year period, the records must be retained until completion of the action and resolution of all issues which arise from it or until the end of the three (3) year period, whichever is later. 10. 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. 11. CONFLICT OF INTEREST: Provider covenants that no person under its employ who presently exercises any functions or responsibilities on behalf of the City in connection with this Agreement has any personal or financial interests, direct or indirect, with the Provider. Provider further covenants that, in the performance of the Agreement, no person having such conflicting interest shall be 5 employed. Any such interest on the part of the Contractor or its employees must be disclosed in writing to the City. Provider is aware of the conflict of interest laws of the City, Miami City Code §2-611, Miami - Dade County, Florida, Miami -Dade County Code §2-11.1; and the State of Florida, Chapter 112, Part III, Florida Statutes, as amended, and agrees that it shall fully comply in all respects with the terms of said laws. 12. PUBLIC RECORDS: Provider understands that the public shall have access, at all reasonable times, to the City's contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to the City's contracts 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. 13. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Provider understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. City and Provider agree to comply in this Agreement and all Attachments thereto with and observe al] applicable federal, state and local laws, codes and ordinances as they may be amended from time to time. 14. INDEMNIFICATION: Provider shall indemnify, save, hold harmless and defend the City, its officials, officers, agents, directors, and employees, from liabilities, damages, losses, penalties, fines, expenses, and costs, including, but not limited to reasonable attorney's fees, (collectively referred to as "Liabilities") caused by the negligence, failure to exercise the applicable standard of care, negligent act or omission, recklessness or intentional wrongful misconduct of Provider and persons employed or utilized by Provider in the performance of this Agreement and will indemnify, save, hold harmless and defend the City, its officials, officers, agents, directors and employees against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted work, or from failure to comply with any applicable code, statute, ordinance, rule or regulation relating to this Agreement or performance under it, any breach of contract, any "statutory" or duty of care breaches or violations including any 6 patent or copyright, infringement claims or any other civil actions arising from this Agreement even if it is alleged that the City, its officials, employees, agents or representatives were negligent. In the event that any action or proceeding is brought against City by.reason of any such claim or demand, Provider shall, upon written notice from City, resist and defend such action or proceeding by counsel satisfactory to City. The Provider expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by Provider shall in no way limit the responsibility to indemnify, keep and save, and hold harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate Provider to defend at its own expense to and through trial, administrative, appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against City whether performed by Provider, or persons employed or utilized by Provider. This section (Indemnification) will survive the cancellation, termination or expiration of the Agreement. This indemnification will be interpreted under the laws of the State of Florida, including without limitation and which conforms to the limitations of §725.06 and/or §725.08, Fla. Statutes, as amended from time to time as applicable. Provider shall require all Sub -Contractor agreements to include a provision that they will indemnify the City. The Provider agrees and recognizes that the City shall not be held liable or responsible for any claim which may result from any actions or omissions of the Provider in which- the City participated either through review or concurrence of the Provider's actions. In reviewing, approving or rejecting any submissions by the Provider or other acts of the Provider, the City in no way assumes or shares any responsibility or liability of the Provider or Sub -Contractor, under this Agreement. Ten dollars ($10) 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 acknowledged by the Provider. 7 15. DEFAULT: If Provider fails to comply with the terms or conditions of this Agreement or fails to perform any of its obligations hereunder,. then Provider shall be in default. If Provider fails to cure the default within thirty (30) days written notice from City, the City, in addition to all remedies available to it by law, may immediately upon written notice to Provider, terminate this Agreement in accordance with §17, TERMINATION RIGHTS, of 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 negotiations 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. If is determined for any reason that the Provider was not in default or the Contractor's failure to perform is without Provider's control, fault, or negligence, the termination will be deemed to be a termination for the convenience of the City of Miami. 16. 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. Provider shall not be entitled to seek judicial relief unless: (i) Provider has first received the City Manager's written decision, approved by the City Commission if the amount of compensation hereunder exceeds $25,000 or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation, ninety (90) days if 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. 17. TERMINATION RIGHTS: 8 A. The City, acting by and through its City Manager, shall have the right to terminate this Agreement, in. its sole discretion,at. any time,. for convenience and for no cause, by giving written notice to Provider at least thirty (30) days prior, to the effective date of such termination. In the event of a cancellation for convenience the Provider shall have no other recourse against the City except to be paid for its Compensation earned under the contract prior to the effective date of termination. B. City shall have the right to terminate this Agreement upon the occurrence of an event of default as provided in § 16. 18. NONDISCRIMINATION: Provider represents and warrants to the City that Provider does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Provider's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Provider further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to the discrimination under any provision of this Agreement. 19. ASSIGNMENT: The Provider's services are considered unique in nature. This Agreement shall not be assigned, sold, transferred or otherwise conveyed by Provider, in whole or in part, without the prior written consent of the City Commission, which may be withheld or conditioned, at the City's sole discretion. 20. 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 CITY TO PROVIDER Johnny Martinez, P.E. 9 City Manager City of Miami 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130 with copies to: Julie Bru City Attorney City of Miami 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33130 21. MISCELLANEOUS PROVISIONS: A. This Agreement and its Attachments shall be construed and enforced according to the laws of the State of Florida. Venue for any legal action shall be in Miami -Dade County, Florida. In order to expedite the conclusion of any action the parties voluntarily and knowingly agree to waive their right to trial by jury, their right to file permissive counterclaims, or to claim attorney's fees in any civil or administrative action between them arising from this agreement. B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. D. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. 10 E. In the event of any conflict or inconsistency between this Agreement and its Exhibits the Agreement will control. In the: event of any conflict or inconsistency between the RFP attached as Exhibit A and the Provider's Proposal attached as Exhibit B, or the Scope of Services attached as Exhibit C, then Exhibit A will control. F. 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 property authorized representatives of the parties hereto. 22. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 23. INDEPENDENT CONTRACTOR: Provider has been procured and is being engaged to provide goods or services to the City as an independent contractor, and not as an agent or employee of the City and shall not attain any rights or benefits under the civil service or pension ordinances of the City, or any rights generally afforded classified or unclassified employees. Provider further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Provider and agrees to provide workers' compensation insurance for any employee or agent of Provider rendering services to the City under this Agreement. 24. CONTINGENCY CLAUSE: Sufficient funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds, reduction of funds, failure to allocate funds, and/or change in law or regulations. The City may terminate the Agreement on the basis of this contingency clause pursuant to § 18, Termination for Convenience. 25. REAFFIRMATION OF REPRESENTATIONS: Provider hereby reaffirms all of the representations contained in the Solicitation Documents, if applicable. 26. 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 11 obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representationsnot expressly set forth in this Agreement are of no force or effect. 27. AMENDMENTS: No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. 28. 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 on and the same agreement. 29. REFERENCE LIST AND ADVERTISING: City agrees that Provider may list that its Services are provided to the City in Provider's sales reference list. Provider may advertise to other municipalities that the Services are provided to the City. This Section will not be applicable in the event the Provider is held in default by the City. 30. FURTHER ASSURANCES: All parties hereto upon the request of any other party shall execute such further instruments or documents as may be reasonably required by the requesting party to implement the terms, conditions, and provisions of this Agreement. 31. THIRD PARTY BENEFICIARY: Provider and City agree that it is not intended that any provision of this Agreement establishes a third party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement. 32. PERFORMANCE EVALUATIONS: The City shall conduct performance evaluations during and after completion of agreements with the Provider, which are used as a basis for the awarding of further work as well as advising the Provider of its performance. 33. DISCRETION. Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the exercise of the reasonable professional discretion of 34. ADA COMPLIANCE: Provider shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) 12 and all applicable regulations, guidelines and standards. Additionally, Provider shall take affirmative steps to ensure nondiscrimination in employment of disabled persons. 13 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this day and year above written. "City" ATTEST: CITY OF MIAMI, a municipal corporation By: Dwight Danie, City Clerk Johnny Martinez, P.E. City Manager APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Julie Bru City Attorney ATTEST: Calvin Ellis, Director Department of Risk Management "Provider" By: Print Name: Print Name: 14 "EXHIBIT A" REQUEST FOR QUALIFICATIONS (RFq) (RFQ to follow this cover page) 1 15 "EXHIBIT B" PROPOSAL (Proposal to follow this cover page) 16 "EXHIBIT C" SCOPE OF SERVICES (Scope of Services to follow this cover page) 17