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SUPPLEMENT TO SERVICES CONTRACT BETWEEN M A -DADE
COUNTY AND TETRA TECH, INC.
The City of Miami ("City") is accessing the above mentioned Agreement to procure Disaster Debris
Removal Monitoring Services for the Solid Waste Department. That certain Agreement titled
"Contract No. RFP-00172 between Miami -Dade County ("County") and Tetra Tech, Inc. ("Tetra
Tech")," made and entered effective as of February 11, 2016, is attached hereto and is incorporated
by reference herein. This supplement to the Services Contract between the County and Tetra Tech
includes City of Miami legal requirements. The term of this Agreement is as stated in Article II of the
County/Tetra Tech Agreement. The effective date of access by the City of Miami is
RECITAL
The City authorized the City Manager to execute this Agreement in the form of a
Supplement to Services Contract between Miami -Dade County and Tetra Tech under the
terms and conditions set forth herein, to include the City legal requirements.
NOW, THEREFORE, in consideration of the mutual covenants and pro ises herein
contained, Tetra Tech and City agree as follows:
TERMS
1. Recitals:
The recitals are true and correctand are hereby incorporated into and made a part of his
Agreement.
2. Term:
The term of this Agreement shall be as stated in Article II of the County/Tetra Tech
Agreement.
3. Tetra Tech's Responsibilities:
Tetra Tech shall execute its responsibilities as expressed within Appendix "A" (Scope of
Services), of the County Services Contract.
4. Audit And Inspection Rights And Retention Of Records:
Tetra Tech hereby agrees and understands that the public and the City shall have access, at
all reasonable times, to all documents and information pertaining to the City, subject to the
provisions of Chapter 119, Florida Statutes, and any specific exemptions there from, and Tetra
Tech agrees to allow access by the City and the public to all documents subject to disclosure
under applicable law unless there is a specific exemption from such access. They City may, at
reasonable times, access Tetra Tech's facilities, as the City deems reasonably necessary. Tetra
Tech's failure or refusal to comply with the provisions of this section shall result in immediate
termination of Tetra Tech by the City.
Pursuant to the provisions of Section 119.0701, Florida Statutes, Tetra Tech must comply with
the Florida Public Records Laws, specifically Tetra Tech must:
1) Keep and maintain public records that ordinarily and necessarily would be
required by the public agency in order to perform the service.
2) Provide the public with access to public records on the same terms and
conditions that the public agency would provide the records and at a cost that
does not exceed the cost provided in this chapter or as otherwise provided by
law,
3) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized
by law.
4) Meet all requirements for retaining public records and transfer, at no cost, to the
public agency all public records in possession of Tetra Tech upon termination
of the contract and destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements.
5) All records stored electronically must be provided to the City in a format
compatible with the information technology systems of the public agency.
The Inspection and Audit provisions set forth in Sections 18-101 and 18-102 of the City Code
are deemed as being incorporated by reference herein and additionally apply to this Agreement.
5. Ownership of Documents:
Tetra Tech understands and agrees that any information document, report or any other material
whatsoever which is given by the City to Tetra Tech or which is otherwise obtained or prepared
by Tetra Tech is and shall at all times remain the property of the City. Tetra Tech agrees not to
use any such information, document, report or material for any other purpose whatsoever without
the written consent of the City, which may be withheld or conditioned by the City in its sole
d iscretion.
6. Independent Contractor:
This Agreement does not create an employee/employer relationship between the parties. It is
the express intent of the parties that Tetra Tech is an independent contractor under this
Agreement and not the City's employee or an agent of the City for all purposes, including but
not limited to, the application of the Fair Labor Standards Act minimum wage and overtime
payments, Federal Insurance Contribution Act, the Social Security Act, the Federal
Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Workers
Compensation Act, any benefits under the City Pension Ordinances, and the State
unemployment insurance law. Tetra Tech shall retain sole and absolute discretion in the
judgment of the manner and means of carrying out Tetra Tech's activities and responsibilities
hereunder. Tetra Tech agrees that it is a separate and independent enterprise from the City, that
it has full opportunity to find other business, that it make its own investment in its business, and
that it will utilize a high level of skiil necessary to perform the work.
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This Agreement shall not be construed as creating any joint employment relationship, joint
venture partnership or other affiliated entity status between Tetra Tech and the City and the City
will not be liable for any obligation incurred by Tetra Tech, including but not limited to unpaid
minimum wages and/or overtime premiums.
In this regard the City is not responsible for any debts, defaults, acts or omissions of Tetra Tech
or its officials, agents, servants and employees.
7. Entire Agreement:
This Agreement 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 shall or amendment
hereto shall be valid unless in writing and executed by properly authorized representatives of
the parties hereto.
8. Default:
If Tetra Tech fails to comply with any term or condition of this Agreement, or fails to perform any
of its obligations hereunder, then Tetra Tech shall be in default. Upon the occurrence of a default
hereunder the City Manager, in addition to all remedies available to it by law, may immediately
upon written notice to Tetra Tech, terminates this Agreement. Tetra Tech understands and
agrees that termination of this Agreement under this section shall not release Tetra Tech from
any obligation(s) accruing prior to the effective date of termination. Should Tetra Tech be unable
or unwilling to perform its part of this Agreement, then, in addition to the foregoing, Tetra Tech
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.
9. Resolution of Contract Disputes:
Tetra Tech understands and agrees that all disputes between Tetra Tech and the City shall be
submitted to the City Manager for his/her discretion, prior to Tetra Tech being entitled to seek
judicial relief in connection therewith. In the event that the amount of compensation hereunder
exceeds S25,000, the City Manager's decision shall be approved or disapproved by the City
Commission. Tetra Tech 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 S25,000, 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) City has waived compliance with the procedure set forth in this
section by written instruments, signed by the City Manager
10. 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 giving notice in the manner 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 THE CITY:
Daniel J. Alfonso
City Manager
3500 Pan American Drive
Miami, Florida 33133
Victoria Mendez
City Attorney
444 SW 2nd Avenue, 9th Floor
Miami, Florida 33130
Annie Perez, CPPO
Procurement Director
City of Miami
444 SW 2nd Avenue, 6th Floor
Miami, Florida 33130
Mario Nunez
Solid Waste Director
City of Miami
1290 NW 20th Street
Miami, Florida 33142
TO TETRA TECH:
Jonathan Burgiel
Vice President
Tetra Tech, Inc.
2301 Lucien Way, Suite 120
Matiland FL 32751
11.Applicable Law, Venue and Attorney's Fees:
This Agreement with the City will be governed by and construed under the laws of the State of
Florida regardless of choice or conflict of laws principles. Venue in any proceedings between
Tetra Tech and the City will be in a court of competent jurisdiction located in Miami -Dade County,
Florida. Each party shall bear their own respective attorney's fees.
12.Laws and Ordinances:
Tetra Tech shall be responsible and agrees to follow and observe all applicable laws, rules,
regulations, codes and ordinances of the City, County, State, Federal governments or other
public agencies having jurisdiction over the subject matter of this Agreement relating to the
activities, undertakings and operations being conducted pursuant to this Agreement.
13.Authority:
Each individual executing this Agreement represents and warrants that he or she has been duty
authorized to enter into this Agreement by and to bind the Party on whose behalf such individual
is executing.
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14. Severability:
To the extent provided by law, any provision of this Agreement that is prohibited or unenforceable
shall be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof.
15.Equal Employment Opportunity:
In the performance of this Agreement, Tetra Tech shall not discriminate against any firm,
employee or applicant for employment or any other firm or individual in providing services
because of sex, age, race, color, religion, ancestry, disability, or national origin.
16.Insurance:
Tetra Tech shall provide and maintain in force at all times during this Agreement with the City,
such insurance with coverage and minimal limits of liability, including Workers' Compensation
and Employer's Liability insurance, Comprehensive General Liability Insurance, Automobile
Liability Insurance and Errors and Omissions Insurance to assure the protection contained in the
foregoing indemnification undertaken by Tetra Tech.
I. Commercial General Liability
A.
Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence
General Aggregate Limit
Personal and Adv. Injury
Products/Completed Operations
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
Owned/Scheduled Autos
Including Hired, Borrowed or Non -Owned Autos
Any One Accident
B. Endorsements Required
City of Miami listed as an additional insured
HI. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
$ 1,000,000
S 2,000,000
$ 1,000,000
$ 1,000,000
$ 1,000,000
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Employer's Liability
A. Limits of Liability
100,000 for bodily injury caused by an accident, each accident
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
IV. Professional/Pollution Liability
Combined Single Limit
Each Claim, 1,000,000
General Aggregate Limit $1,000,000
Retro Date Included
City of Miami listed as an additional insured with respect to pollution liability
The above policies shall provide the City of Miami with written notice of cancellation or
material change from the insurer in accordance to 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 for
certificates of insurance are subject to review and verification by Risk Management prior
to insurance approval.
17. Nondiscrimination:
Tetra Tech represents and warrants to the City that Tetra Tech does not and will not engage in
discriminatory practices and that there shall be no discrimination on account of race, color, sex,
religion, age, handicap, marital status or national origin. Tetra Tech further covenants that no
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.
18.Cancellation for Convenience:
The City, acting by and through its City Manager, shall have the right to terminate this
Agreement, in its sole discretion, and without penalty, at any time, by giving written notice to
Tetra Tech at least thirty (30) calendar days prior to the effective date of such termination. In
such event, the City shall pay to Tetra Tech compensation for Services rendered and approved
expenses incurred prior to the effective date of termination. In no event shall the City be liable
to Tetra Tech 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.
Tetra Tech 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.
19.Assignment:
Tetra Tech was selected for these services due to their particular and unique experience in the
subject matter of this Agreement which Agreement is not freely assignable or transferable. This
Agreement shall not be assigned, sold, transferred, or otherwise sold, by Tetra Tech, in whole
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or in part, and Tetra Tech shall not assign any part of its operations, without the prior written
consent of the City Manager, which may be denied, withheld or conditioned, in the City's sole
discretion through the City Manager. Tetra Tech shall have no recourse from the City Manager's
refusal to approve this Assignment, other than to cancel the Agreement in the manner provided
by subsection (i) above.
20. Mediation:
These parties may, at their discretion, agree in writing to resolve any dispute between them
arising under this Agreement by submitting such dispute to non —binding mediation by a certified
mediator in Miami -Dade County, Florida. The parties shall split the cost of the mediator. The
decision of the mediator shall not be binding.
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, city programs or policies, 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 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:
Tetra Tech hereby understands and agrees that in no event shall the City be liable for, or
responsible to Tetra Tech 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:
Tetra Tech understands and agrees that the City is not engaged in research for advertising,
sales promotion, or other publicity purposes. Tetra Tech 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. Tetra Tech 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.
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25. No Conflict of Interest:
Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of
interest, Tetra Tech hereby certifies to the City that no individual member of Tetra Tech, no
employee, and no subcontractors under this Agreement or any immediate family member of any
of the same is also a member of any board, commission, or agency of the City. Tetra Tech
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.
26. No Third -Party Beneficiary:
No persons other than Tetra Tech 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.Indemnification:
Tetra Tech shall indemnify, covenant not to sue, defend (at its own cost and expense) and hold
harmless the City and its officials, employees and agents (collectively referred to as
"Indemnitees"), from and against all losses, costs, penalties, fines, damages, claims, expenses
(including attorney's fees and investigative costs) 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 reckless or intention wrongful
misconduct of any Indemnities, or the failure by Tetra Tech to comply with any of the provisions
hereof, specially Tetra Tech's obligation to comply with all applicable statutes, ordinances,
codes, rules, or other regulations or requirements in connection with this Agreement. This
indemnification/ hold harmless/ duty to defend shall survive the term of this Agreement.
29.Truth-in-Negotiation Certification, Representation and Warranty:
Tetra Tech 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 Tetra Tech under
this Agreement are and will continue to be accurate, complete, and current. Tetra Tech
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.
30.Successors and Assigns:
This Agreement shall be binding upon the parties hereto, their heirs, executors, legal
representatives, successors, or assigns.
31. Counterparts:
This Agreement may be executed in three or more counterparts, each of which shall constitute
an original, but all of which, when taken together, shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their
respective officials thereunto duly authorized.
TETRA TECH, INC.
BY: BY:
Jonathan Burgiel, Vice President Daniel J. Alfonso, City Manager
DATE: DATE:
ATTEST:
Corporate Secreta ry/Notary Public ATTEST:
Corporate Seal/Notary Seal
Todd Hannon, City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
Ann -Marie Sharpe, Director
Risk Management
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
Victoria Mendez, City Attorney
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