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HomeMy WebLinkAboutExhibitCity of Miami, Florida PROFESSIONAL SERVICES AGREEMENT By and Between The City of Miami, Florida And Davey Resource Group, Inc. This Professional Services Agreement ("Agreement") is entered into this 9th day of March, 2025 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, Davey Resource Group, Inc., an Ohio for -profit corporation ("DRG"), hereinafter referred to as the ("Contractor"). RECITALS: WHEREAS, the City has awarded Resolution , adopted on February 27, 2025, authorizing the City and Contractor to enter into the Agreement to provide urban forestry software and management services ("Services") by way of the TreeKeeper urban forestry solution for the City's Department of Resilience and Public Works ("RPW"); and WHEREAS, pursuant to Section 18-92 of the Code of the City of Miami, Florida, as the same may be amended or supplemented from time to time ("City Code"), the Chief Procurement Officer has adopted a finding that DRG is the sole source and provider of TreeKeeper Inventory Management Software and Services; and WHEREAS, the findings of the Chief Procurement Officer have been approved and adopted as the findings of the City Manager; and WHEREAS, the City Manager and the Chief Procurement Officer recommend that the requirements for competitive sealed bidding procedures be waived and that the procurement of the above service, as specified, be approved. 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 Scope of Services is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "A". The Pricing Proposal is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "B". The Insurance Requirements and City of Miami, Florida Certificate of Insurance are hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "C". The order of precedence whenever there is conflicting or inconsistent language between documents is as follows in descending order of priority: (1) Professional Services Agreement ("PSA"), inclusive of Exhibits, as may be amended; and (2) Contractor's proposal and sole source letter dated January 3, 2025, acknowledging scope of services and pricing component of services. 2. TERM: The Agreement shall become effective on the date reflected on the first page and shall be for the duration of five (5) years, thereafter renewable annually, subject to an annual sole source finding by the Chief Procurement Officer and approval of the same by the City Manager. The City Manager shall have the option to terminate the Agreement for convenience, that is, for any or no cause. The City reserves the right to automatically extend this Contract for up to one hundred eighty (180) 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 to extend is exercised, the City shall notify the Contractor, in writing, of its intent to extend the Contract in accordance with the existing terms and conditions for a specified number of days. Additional extensions beyond the first one hundred eighty (180) day extension may occur, if the City and the Contractor are in mutual agreement of such extensions. 3. SCOPE OF SERVICES: A. Contractor agrees to timely and competently provide the Services as specifically described, and under the special terms and conditions set forth in Exhibit "A", 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, registrations, authorizations, and expertise required for the performance of the Services, including, but not limited to, full authorization and qualifications to conduct business in Florida; and (ii) it is not delinquent in the payment of any sums due to the City, its agencies and instrumentalities, including payment of permits, fees, occupational licenses, fines, liens, violations, etc., nor in the performance of any contractual obligations or payment of any monies to the City, its agencies and instrumentalities, nor has been debarred by any Florida public agency or been placed on the convicted vendors list pursuant to §287.133, Florida Statutes; and (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, City of Miami, Florida fully qualified and trained to perform the tasks assigned to each; and (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. C. Contractor shall at all times provide fully qualified, competent, and physically capable employees 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 shall be based on the rates quoted in Exhibit "B" hereto, which by this reference is incorporated into and made a part of this Agreement. B. Unless otherwise specifically provided in Exhibit "B", payment shall be made within thirty (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 to comply with the "Florida Prompt Payment Act", §§218.70. - 218.79, Florida Statutes, and other applicable laws. No advance 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. The City will pay Contractor one hundred percent (100%) of each total invoice amount during the term of the Agreement. 5. OWNERSHIP OF DOCUMENTS: Contractor understands and agrees that any information, document, data, report or 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, document, data, report or material for any other purpose whatsoever without the written consent of the City Manager, City of Miami, Florida 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, data, 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 law be breached. The City shall maintain and retain ownership of any and all documents and data 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, data, and records, including, without limitation, electronic records of Contractor which are directly pertinent to this Agreement, for audit, examination, excerpts, and transcripts. The City may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the City to Contractor under this Agreement, audit and inspect, or cause to be audited and inspected, those books, documents, data, papers, and records of Contractor which are related to Contractor's performance under this Agreement. Contractor agrees to maintain all such books, documents, papers, data, and records at its principal place of business for a period of three (3) 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. B. 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. All tests and inspections shall be subject to, and made in accordance with, the provisions of §§ 18-101 and 18- 102 of the City Code. 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. City of Miami, Florida 8. PUBLIC RECORDS: (Non -Negotiable) 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. B. 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) if required, provide the public with access to public records on the same terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; and (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 this 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 CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDSAMIAMIGOV.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 CONTRACT. City of Miami, Florida 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, conflict of interest, ethics, 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 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, and/or employees, from all liabilities, damages, losses, judgements, and costs, including, but not limited to, attorney's fees, to the extent caused by 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 Contract. Contractor shall further, hold harmless the City, its officials and employees, and indemnify, save, and defend (at its own cost), the City, its officials and/or employees against any civil actions, statutory, administrative, regulatory, or similar claims, injuries or damages arising or resulting from the permitted Work, or from the Contractor's alleged non-compliance with legal or contractual requirements relative to the permitted Work, even if it is alleged that the City, its officials, and/or employees were negligent. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Contractor shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Contractor expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by the Contractor shall in no way limit the responsibility to indemnify, keep, save harmless, and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate the Contractor to defend, at its own cost and expense, to and through trial, administrative, regulatory, appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of City of Miami, Florida 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 employed or utilized by Contractor. These duties shall survive the cancellation or expiration of the Contract. This Section shall 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 may be applicable and as amended. Contractor shall require all sub -contractor agreements to include a provision that each sub -Contractor shall indemnify 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 sub -contractor under this Contract. 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 voluntarily and knowingly acknowledged by the Contractor. Contractor understands and agrees that all liabilities regarding the use of any subcontractor, supplier, laborer, or material person for Services related to this Agreement shall be borne solely by Contractor throughout the duration of this Agreement and that this provision shall survive the termination or expiration of this Agreement, as applicable. 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, 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. City of Miami, Florida 12. RESOLUTION OF AGREEMENT DISPUTES: 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 and No/Cents ($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 City Manager's written decision, approved by the City Commission if the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and Zero Cents ($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 or 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. 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: (Non -Negotiable) A. 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 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 of default. A material breach for purposes of this Agreement shall refer to a failure of performance under the Agreement which is significant enough to give the City the right to sue for breach of contract. In such event, the City shall not be obligated to pay any amounts to Contractor for City of Miami, Florida 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 "D" and incorporated herein by this reference. The Contractor shall add the City 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 Risk Management Administrator. 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's Risk Management Administrator 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. 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 Risk Management Administrator throughout the duration of this Agreement. C. 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 Risk Management Administrator as soon as City of Miami, Florida 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 Risk Management Administrator; or (ii) the City may, at its sole discretion, terminate the Agreement for cause and seek procurement related damages from Contractor in conjunction with the violation of the terms and conditions of this Agreement. D. Compliance with the foregoing requirements shall not relieve Contractor of its liabilities and obligations under this Agreement. 15. NON-DISCRIMINATION, EQUAL EMPLOYMENT OPPORTUNITY, AND AMERICANS WITH DISABILITIES ACT: Contractor shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Agreement. Vendor shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any Services funded by City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, Contractor shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. Contractor affirms that it shall not discriminate as to 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 in connection with its performance under this Agreement. Furthermore, Contractor affirms that no otherwise qualified individual shall solely by reason of their 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 the participation in, be denied benefits of, or be subjected to, discrimination under any program or activity. In connection with the conduct of its business, including performance of services and employment of personnel, Contractor shall not discriminate against any person on the basis of 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. All persons having appropriate qualifications shall be afforded equal opportunity for employment. City of Miami, Florida 16. ASSIGNMENT: The Contractor's services are considered unique in nature. This Agreement shall not be assigned, sold, conveyed or pledged by Contractor, in whole or in part, and Contractor shall not assign any part of its operations under 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: Patrick Covey President & CEO Davey Resource Group, Inc 295 S Water Street Suite #300 Kent, OH 44240 Erika Schoenberger General Counsel 295 S Water Street Suite #300 Kent, OH 44240 TO THE CITY: Arthur Noriega V City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130-1910 With copies to: George Wysong, III City Attorney 444 SW 2nd Avenue, 9th Floor Miami, FL 33130-1910 Annie Perez, CPPO Chief Procurement Officer 444 SW 2nd Avenue, 6th Floor Miami, FL 33130-1910 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 attorneys' fees. Each party waives any defense, whether asserted City of Miami, Florida by motion 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 irrevocably waive any rights to a jury trial. 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. D. Contractor shall comply with all applicable laws, rules, and regulations in the performance of this Agreement, including but not limited to licensure, and certifications required by law for professional service Contractors. 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. 19. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 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 City of Miami, Florida 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, or program requirements or continuation, 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: 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 City of Miami, Florida or on account of any delay(s) for any cause over which the City has no control. 24. USE OF NAME/ SEAL: 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 may not utilize the City's official seal or any likeness thereof. 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 2-611 of the 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 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. 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. There are no express or implied Third - Party Beneficiaries to 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 City of Miami, Florida 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: 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. Each counterpart 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 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. E-VERIFY EMPLOYMENT VERIFICATION: By entering into this Agreement, the Contractor and its subcontractors are jointly and severally obligated to comply with the provisions of Section 448.095, Florida Statutes, as amended, titled "Employment Eligibility." The Contractor affirms that (a) it has registered and uses the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees of the Contractor; (b) it has required all subcontractors to this Agreement to register and use the E-Verify system to verify the work authorization status of all new employees of the subconsultant; (c) it has an affidavit from all subcontractors to this Agreement attesting that the subconsultant does not employ, contract with, or subcontract with, unauthorized aliens; and (d) it shall maintain copies of any such affidavits for the duration of the Agreement. Registration information is available at: http://www.uscis.gov/e-verify. If Customer has a good faith belief that Contractor has knowingly violated Section 448.09(1), Florida Statutes, then Customer shall terminate this Agreement in accordance with Section 448.095(5)(c), Florida Statutes. In the event of such termination, the Contractor agrees and acknowledges that it may not be awarded a public contract for at least one (1) year from the date of such termination and City of Miami, Florida that Contractor shall be liable for any additional costs incurred by the Customer because of such termination. In addition, if Customer has a good faith belief that a subcontractor has knowingly violated any provisions of Sections 448.09(1) or 448.095, Florida Statutes, but Contractor has otherwise complied with its requirements under those statutes, then Contractor agrees that it shall terminate its contract with the subcontractor upon receipt of notice from the Customer of such violation by subcontractor in accordance with Section 448.095(5)(c), Florida Statutes. Any challenge to termination under this provision must be filed in the Circuit or County Court by the Customer, Contractor, or subcontractor no later than twenty (20) calendar days after the date of Agreement termination. 31. ANTI -HUMAN TRAFFICKING: The Contractor confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. The Contractor shall execute and submit to the City an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as "Anti -Human Trafficking Affidavit". If the Contractor fails to comply with the terms of this Section, the City may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the City be liable to Contractor for any additional compensation or for any consequential or incidental damages. 32. ENTIRE AGREEMENT: This instrument and its exhibits constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly sets 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. City of Miami, Florida 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. "Contractor" DAVEY RESOURCE GROUP, INC., An Ohio for -profit corporation ATTEST: By: Patrick Covey Print Name: President & CEO Title: (Corporate Seal or Notary Stamp) (Authorized Corporate Officer) ATTEST: "City" CITY OF MIAMI, a municipal Corporation By: Todd B. Hannon Arthur Noriega V City Clerk City Manager APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: George K. Wysong III Ann -Marie Sharpe City Attorney Directo, Risk Management City of Miami, Florida CORPORATE RESOLUTION (This Resolution needs to authorize the signatory to sign) WHEREAS, Davey Resource Group, Inc., an Ohio for -profit corporation, desires to enter into an agreement with the City of Miami for the purpose of performing the work described in the contract to which this resolution is attached; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the bylaws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that this corporation is authorized to enter into the Agreement with the City, and the President and (insert title) are hereby authorized and directed to execute the Agreement in the name of this Corporation 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 day of , 2025. Davey Resource Group, Inc. An Ohio Corporation By: (Sign) Print Name: Title: Attest: Print Name: (Sign) City of Miami, Florida EXHIBIT "A" SCOPE OF SERVICES The Davey Resource Group ("DRG") will utilize the TreeKeeper Inventory and Management software to develop an urban forestry strategy for the City of Miami that includes a map cataloging all public trees in the City, along with updates on their condition as reported by City employees. This map will be user -modifiable, allowing for updates as the City's tree canopy changes, such as through new plantings or removals. It will also provide a public map of the trees in the City for publication. The program will allow for the tracking the locations and conditions of existing trees, as well as facilitate the tracking and cataloging of work performed on these trees, including trimming, removals, and replanting. The program will be designed to integrate with the City's existing asset tracking system, Cartegraph, which will help incorporate the new data into current tracking efforts. The program will calculate the environmental benefits of the trees —both current and projected —expressed as a monetary value using the iTree benefit calculating system employed by the USDA. DRG will also use TreeKeeper Canopy ("Canopy") to create a map to be used alongside the other TreeKeeper map. This second map will focus on the entire City canopy rather than individual trees, providing a citywide analysis of canopy concerns such as heat islands, canopy goals, and population interaction. This will assist the City in addressing residents' concerns more accurately and effectively, including issues related to urban heat, flooding, and canopy inequality. In coordination with the Canopy map, DRG will provide a palette of trees that are best suited to address canopy concerns identified in the Canopy data, taking local environmental conditions into account. Additionally, DRG will create a custom "Story Map," which will utilize data, images, and digital mapping to develop educational tools to accompany the launch of the new program. This resource will help inform residents about the program and make the data more accessible to the public through a clear and engaging presentation. The interactive map will be easy to navigate and feature various visual aids to enhance public outreach, explaining the benefits of the urban canopy and the City's future goals regarding our tree canopy assets. Beyond the work mentioned above, DRG will provide technical assistance with the new programs' setup, integration, and launch. Ongoing technical support and staff training will be provided per the contract City of Miami, Florida EXHIBIT "B" PRICING PROPOSAL TreeKeeper° Software Descri • tion of Service Contract Type Price Task 1: TreeKeeper Software OLM OLM OLM SINS 541370GIS SINS 541370GIS OLM OLM OLM OLM TreeKeeper® Annual Subscription, Tier 2 with Premium Support Historical Data Import Additional data layers beyond Trees TreeKeeper® Customization* Data Integration with Cartegraph* On Site Staff Training (8 hours) Web -based Staff Training (4 hours) Annual Support TreeKeeper® Canopy Customization* OLM Premium Options* OLM Staff Training & Ongoing Support .Annual Subscription - Firm -Fixed Price - Firm -Fixed Price - Time and Materials - Time and Materials - Firm -Fixed Price - Firm -Fixed Price - Firm -Fixed Price - Firm -Fixed Price - $7,800/year $2,000 $500/layer $6,000 $15,000 $4,500/training $500/training $2,000 $1,000/laye r Firm -Fixed Price - $20,000 b.. tree palette Firm -Fixed Price - $750/session Task 3: StoryMap OLM OLM OLM SINS 541370GIS Initial StoryMap Creation StoryMap Customization* Premium Options* Staff Training & Ongoing Support* Firm -Fixed Price - Firm -Fixed Price - Firm -Fixed Price - Firm -Fixed Price - $9,500 $1,000/review $500/review $3,000 roject Total $80,550* Task 2: TreeKeeper Canopy Software OLM Initial Build and First year subscription Firm -Fixed Price - $6,500 *If desired, DRG can work with Miami to develop a full scope and give an estimated number of hours to complete these tasks. Davey Resource Group, Inc. Software Services Page 22 City of Miami, Florida EXHIBIT "C" INSURANCE REQUIREMENTS AND CERTIFICATE OF INSURANCE I. 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 Exposure Included Primary Insurance Clause Endorsement II. 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 $ 1,000,000.00 B. Endorsements Required City of Miami listed as an additional insured III. 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 City of Miami, Florida IV. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim General Aggregate Limit Retro Date Included $1,000,000.00 $1,000,000.00 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 City's Risk Management Depaitnient prior to insurance approval.