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HomeMy WebLinkAboutBack-Up DocumentsPROFESSIONAL SERVICES AGREEMENT By and Between The City of Miami, Florida And United Cerebral Palsy Association of Miami, Inc. d/b/a United Community Options of Miami, Inc. This Professional Services Agreement ("Agreement") is entered into this day of , 2025 by and between the City of Miami, a Florida municipal corporation, whose address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130 ("City"), and United Cerebral Palsy Association of Miami d/b/a United Community Options of Miami, a Florida not for profit corporation ("UCO" or "Contractor") whose principal address is 1411 NW 14th Avenue, Miami, Florida 33125. RECITALS: WHEREAS, on November 21, 2019, the City entered into an agreement with the Contractor for the provision of custodial services at City Hall ("Services") for the City's General Services Administration Department, pursuant to Section 18-85 of the Procurement Code of the City, as amended, waiving the requirements for competitive sealed bidding methods as not being practicable or advantageous to the City for the Services; and WHEREAS, the City Commission is desirous of supporting a social cause to provide opportunities to individuals with disabilities so that they may grow physically, mentally, emotionally and socially to their fullest potential. WHEREAS, Contractor possesses all the necessary qualifications and expertise to perform the Services; and WHEREAS, the City wishes to engage for the Services of the Contractor, and Contractor wishes to perform the Services for the City. WHEREAS, the City Commission, by Resolution No. adopted on , 2025, approved the selection of Contractor and authorized the City Manager to execute a contract; under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained herein, 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 Work is hereby incorporated into and made a part of this Agreement and attached as Exhibit "A". The Contractor's proposal and price structure dated June 19, 2019, is hereby incorporated into and made a part of this Agreement as attached Exhibit "B". The City's insurance requirements, as well as the Contractor's certificate of insurance are hereby incorporated into and made a part of this Agreement as attached Exhibit "C". The order of precedence whenever there is conflicting or inconsistent language between documents is as follows in descending order of priority: (1) this Agreement and (2) the Contractor's proposal and pricing structure, dated , 2025 acknowledging the scope of services and pricing component of the Services. 2. TERM: The Agreement shall become effective on the date reflected on the first page of this Agreement, and shall be for an initial term of three (3) years with an option to renew for two (2) additional one (1) year periods. The City, acting by and through its City Manager, shall have the option to extend or 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 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 Proposer, in writing, of its intent to extend the contract at the same price, terms, and conditions for a specific number of days. Additional extensions over the first one hundred twenty (120) day extension may occur, if, the City and the Successful Proposer are in mutual agreement of such extensions. 3. SCOPE OF SERVICES: A. Contractor agrees to provide the Services as specifically described, and set forth in Exhibit "A" hereto, which by this reference is incorporated into and made a part of this Agreement. B. Contractor represents to the City that: (i) it possesses all qualifications, licenses, certificates, authorizations, and expertise required for the performance of the Services, including, but not limited to, full qualification to do business in Florida, and meet all requirements of section 468.385, et seq., Florida Statutes; (ii) it is not delinquent in the payment of any sums due the City, including payment of permits, fees, occupational licenses, etc., nor in the performance of any obligations or payment of any monies to the City; (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each and the Contractor shall possess the licenses, registrations, and certifications required by law to perform such tasks; (iv) the Services will be performed in the manner described in Exhibit "A"; and (v) each person executing this Agreement on behalf of Contractor shall be duly authorized to so execute the same and fully bind Contractor as a Party to this Agreement. C. Contractor shall always provide fully qualified, competent, and physically capable employees to perform the Services under this Agreement. Contractor shall possess and maintain any required licenses, permits and certifications to perform the Services under this Agreement. City may require Contractor to remove any employee the City deems careless, incompetent, insubordinate, intoxicated or asleep on the job, or otherwise objectionable and whose continued services under this Agreement are 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 pricing quoted in Exhibit "B" hereto, which by this reference is incorporated into and made a part of this Agreement. B. 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 the Contractor. 5. OWNERSHIP OF DOCUMENTS: Contractor understands and agrees that any information, document, report, data or other digital record, or any other material whatsoever which is given by the City to the 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 always remain the property of the City. Contractor agrees not to use any such information, document, report, data, or material for any other purpose whatsoever without the written consent of the City Manager, which may be withheld or conditioned by the City Manager in his/her sole discretion. Contractor is permitted to make and to maintain duplicate copies of the files, records, documents, etc. if Contractor determines copies of such records are necessary after the termination of this Agreement; however, in no way shall the confidentiality as permitted by applicable laws be breached. The City shall maintain and retain ownership of any and all documents which result upon the completion of the work and Services under this Agreement as per the terms of this Section 5. 6. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION: A. Contractor agrees to provide access, to the City or to any of its duly authorized representatives, to any books, documents, papers, and records of Contractor which are directly pertinent to this Agreement, for the purpose of audits, examinations, 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, papers, and records of Contractor which are related to Contractor's performance under this Agreement. Contractor agrees to maintain all such books, documents, papers, and records at its principal place of business in Miami -Dade County, or its local office in Miami -Dade County or to otherwise make them available in Miami -Dade County 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 audits, tests and inspections shall be subject to, and made in accordance with, the provisions of Sections 18-100, 18-101, and 18-102 of the Code of the City of Miami, Florida ("City Code"), which Sections apply to this Agreement, as same may be amended or supplemented, from time to time. 7. AWARD OF AGREEMENT: Contractor represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 8. PUBLIC RECORDS: A. Contractor understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable laws. Contractor's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. B. Contractor shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keeping and maintaining public records that ordinarily and necessarily would be required by the City to perform this Service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, 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 for the duration of the contract term and, following completion of the Agreement, if the Contractor does not transfer the records to the City; (4) upon completion of the Agreement, transfer, at no cost, to the City all public records in possession of the Contractor or keep and maintain public records required by the City to perform the Service, and, if the Contractor transfers all public records to the City upon completion of the Agreement, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements; and, (5) if the Contractor keeps and maintains public records upon completion of the Agreement, the Contractor shall meet all applicable requirements for retaining public records, with all records stored electronically and provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. Notwithstanding the foregoing, Contractor shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. C. Should Contractor determine to dispute any public access provision required by Florida Statutes, then Contractor shall do so at its own expense and at no cost to the City. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE CONTRACT, CONTACT THE DIVISION 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. 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 Americans with Disabilities Act ("ADA"), municipal volunteers, public records, conflicts of interest, 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. Local laws in accordance with this Section shall mean the applicable laws of the City and Miami -Dade County. 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 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 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(s) 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. If the City fails to comply 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 Contractor, the City shall be in default, which shall be treated as a termination pursuant to Section 13. 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 ($25,000.00), the City Manager's decision shall be approved or disapproved, as applicable, by the City Commission, whose decision shall be final. Contractor shall not be entitled to seek judicial relief, recourse, remedy or to file a civil action unless: (i) it has first received the City Manager's written decision, approved or disapproved, as applicable, by the City Commission if the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars ($25,000.00), or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation (one hundred twenty (120) days if the City Manager's decision is subject to City Commission approval); or (iii) City has waived compliance with the procedure set forth in this section by a written instrument clearly waiving compliance, 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. The adherence to this Section is the condition precedent to the institution of any civil action by the Contractor against the City. 13. TERMINATION; OBLIGATIONS UPON TERMINATION: A. The City, acting by and through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, for convenience, and without cause or penalty, at any time, by giving written notice to Contractor at least thirty (30) calendar days prior to the effective date of such termination. 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. In such event, the City shall not be obligated to pay any amounts to Contractor for Services rendered by Contractor after the date of termination, but the parties shall remain responsible for any payments that have become due and owing as of the effective date of termination. In no event shall the City be liable to Contractor for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any direct, indirect, special, consequential, or incidental damages. 14. INSURANCE: A. Contractor shall, always during the term hereof, maintain such insurance coverage(s) as may be required by the City. The insurance coverage(s) required as of the Effective Date of this Agreement are attached hereto as Exhibit "C" and incorporated herein by this reference. The City contract number and title of the contract must appear on each certificate of insurance. The Contractor shall add the City of Miami as an additional insured to its commercial general liability, and auto liability policies, and as a named certificate holder on all policies. Contractor shall correct any insurance certificates as requested by the City's Risk Management Director. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage(s) and shall be furnished to the City Risk Management Director on Certificates of Insurance indicating such insurance to be in force and effect and any cancelled or non -renewed policy will be replaced with no coverage gap and a current Certificate of Insurance will be provided. Completed Certificates of Insurance shall be filed with the City prior to the performance of Services hereunder, provided, however, that Contractor shall at any time upon request file duplicate copies of the Certificate of Insurance with the City. B. If, in the judgment of the City, prevailing conditions warrant the provision by Contractor of additional liability insurance coverage or coverage which is different in kind, the City reserves the right to require the provision by Contractor of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Contractor fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Agreement shall be considered terminated on the date that the required change in policy coverage would otherwise take effect. C. Contractor understands and agrees that 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 Risk Management Director throughout the duration of this Agreement. D. Contractor shall be responsible for assuring that the insurance certificates required under this Agreement remain in full force and effect for the duration of this Agreement, including any extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any extension hereof, Contractor shall be responsible for submitting new or renewed insurance certificates to the City's Risk Management Director as soon as coverages are bound with the insurers. In the event that expired certificates are not replaced, with new or renewed certificates which cover the term of this Agreement and any extension thereof: (i) the City shall suspend this Agreement until the new or renewed certificate(s) are received in acceptable form by the City's Risk Management Director; or (ii) the City may, at its sole discretion, terminate the Agreement for cause and seek re -procurement damages from Contractor in conjunction with the violation of the terms and conditions of this Agreement. E. Compliance with the foregoing requirements shall not relieve Contractor of its liabilities and obligations under this Agreement. 15. NONDISCRIMINATION: Contractor 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. 16. ASSIGNMENT: The Contractor's services are considered specialized and unique. This Agreement shall not be assigned, sold, transferred, pledged, or otherwise conveyed by Contractor, in whole or in part, and Contractor shall not assign or otherwise subcontract any part of its operations performing these services under this Agreement, without the prior written consent of the City Manager, which may be withheld or conditioned, in the City Manager's sole discretion. 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 THE CONTRACTOR: Linda Gluck CEO & CFO 1411 NW 14th Avenue Miami, FL 33125 TO THE CITY: Arthur Noriega V City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130 With Copies to: Jennifer Ramirez Director, General Services Administration Department 1390 NW 20th St, 2nd Floor Miami, FL 33142 Annie Perez, CPPO Chief Procurement Officer 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 George K. Wysong III City Attorney 444 SW 2nd Avenue, 9th Floor Miami, FL 33130 18. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the Parties shall be in Miami -Dade County, Florida. Each Party shall bear its own attorney's fees. Each Party waives any defense, whether asserted by motion 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, knowingly and voluntarily waive any rights to a jury trial in any action or proceeding between them arising out of this Agreement. B. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. C. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then the same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. 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. 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, if any. 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, emoluments, or benefits under the Civil Service or Pension Ordinances of the City, nor any rights afforded classified or unclassified employees of the City. Contractor further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Contractor, its employees, or any subcontractor hired by Contractor to provide any Services hereunder, and Contractor agrees to provide or to require subcontractor(s) to provide, as applicable, workers' compensation insurance for any employee or agent of Contractor rendering Services to the City under this Agreement. Contractor further understands and agrees that Contractor's or subcontractors' use or entry upon City properties shall not in any way change its or their status as an independent contractor. 21. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in program directions, applicable laws or regulations, upon thirty (30) days written notice. 22. FORCE MAJEURE: A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo not within the control of the Contractor. In the event that either Party is delayed in the performance of any act or obligation pursuant to or required by the Agreement because of a Force Majeure Event as herein defined, 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 Force Majeure Event actually delayed such Party. The Party seeking delay in performance shall give notice to the other Party in writing, within two (2) days of the Force Majeure Event, 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 or on account of any delay(s) for any cause over which the City has no control. The sole remedy which may be granted to the Contractor, in the reasonable discretion of the City Manager, following a prompt and detailed request to be officially transmitted by the Contractor is an extension of time. No other recourse or remedy will be available to the Contractor against the City. 24. USE OF NAME: Contractor understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. Contractor is allowed, within the limited scope of normal and customary marketing and promotion of its work, to use the general results of this project and the name of the City. The Contractor agrees to protect any confidential information provided by the City and will not release information of a specific nature without prior written consent of the City Manager or the City Commission. 25. NO CONFLICT OF INTEREST: Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, Contractor hereby certifies to the City that no individual member of Contractor entity, 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 as an express or implied third -party beneficiary whatsoever under this Agreement. 27. SURVIVAL: All obligations (including, but not limited to, indemnity and obligations to defend, save 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. COUNTERPARTS; ELECTRONIC SIGNATURES: This Agreement may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF or other email 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. 29. 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 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. 30. 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. 31. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and final 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. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, the day and year above written. "Contractor" ATTEST: United Community Options of Miami, a Florida not for profit corporation Print Name: Title: (Corporate Seal) By: Print Name: Title: (Authorized Corporate Officer) "City" CITY OF MIAMI, a municipal ATTEST: corporation By: Todd B. Hannon, City Clerk Arthur Noriega V, City Manager APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: Victoria Mendez Ann -Marie Sharpe City Attorney Risk Management Director CORPORATE RESOLUTION (This Resolution must authorize the signatory to sign.) WHEREAS, ., a 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 the Secretary 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 , 201_ ("Contractor") A (State) Corporation By: (sign) Print Name: TITLE: (sign) Print Name: EXHIBIT A City Scope of Work EXHIBIT B UCO Proposal and Price Structure EXHIBIT C City Insurance Requirements Contractor's Certificate of Insurance 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 II. Business Automobile Liability $1,000,000.00 $2,000,000.00 $1,000,000.00 $1,000,000.00 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 IV. Crime Coverage — Insuring Agreements 1 & 2 (Employee Theft and Forgery and Alteration) Limits of Liability $1,000,000.00 City of Miami listed as loss payee The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, on 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 /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. EXHIBIT D CORPORATE RESOLUTIONS AND EVIDENCE OF QUALIFICATION TO DO BUSINESS IN FLORIDA (To be provided upon document execution.) united community options OF f+r11,nN11 February 07, 2024 City of Miami Attn: Annie Perez, CPPO 444 SW 2nd Avenue 6th Floor Miami, FL 33130 Re: Supplier # 29980 Dear Director/Chief Procurement Officer Perez, 1411 NW 14th Avenue Miami, FL 33125 P: 305-325-1080 F;305.325-1044 www.trnitedeornmkinityoptionssfl,org United Community Options of Miami (UCO) is pleased to have provided housekeeping services for Miami City Hall for over 20 years. Thank you for allowing UCO to once again prepare a proposal for custodial services at Miami City Hall. The City of Miami has always been a leader in providing opportunities for integrated employment in our community and supports the goal of adults with disabilities becoming contributing members of the community through employment. UCO has maintained an active presence in the Miami -Dade County Community since 1947. UCO strives to enable all children and adults with disabilities, as well as typically developing children and adolescents, and their families to reach their greatest potential and achieve rewarding and productive lives as fully participating and contributing members of their communities. City Hall hosts seven commission meetings per year, eighty plus board meetings, tours as well as special events such as the annual Tree Lighting and Holiday Festival. Our workers take pride in ensuring that Miami's City Hall is the shining gem of the Magic City. Your time and consideration in reviewing and accepting this proposal is greatly appreciated. Bost regards, Pam Miller, Associate Director United Community Options of Miami Re: Supplier # 29980 a agency tot parsons with disabilities • r .. r 1 I . , i ,I .. WE SEE ABILITY • THE CHILDREN'S TRUST SERVICE RATES UCO proposes providing custodial services at Miami City Hall following the current scope of service established under the contract awarded in 2020 including the provision of labor, supervision, cleaning supplies, paper products (including toilet paper, hand paper towels, garbage can liners, and soap) and any other materials necessary for the complete servicing of the City Hall facility. II�ABQILLS F RVISION Custodial Job Coach Supervisor: $19.57 per hr. with benefits Custodial Job Coach: $17.51 hr, with benefits Disable workers Two (2) workers, sic (6) hours each per day $14.42 per hr. $47,218,49 annually $42,248.12 annually $43,260.00 annually MATERIALS/EQUIPMENT Supplies Cleaning Supplies and Paper Products: Including but not limited to toilet paper, hand paper towels, garbage can liners, soap, etc. 7% Administrative Cost: ANNUAL TOTAL: $18,995,00 annually Sub Total, $149,721,61 $10,480.51 annually $180,202, 12 united community options w OF MIAMI February 07, 2024 City of Miami Attn: Annie Perez, CPPO 444 SW 2nd Avenue 6th Floor Miami, FL 33130 Re: Supplier # 29980 Dear Director/Chief Procurement Officer Perez, 1411 NW 14th Avenue Miami, FL 33125 P: 305-325-1080 F: 305-325-1044 www.unitedcommunityoptionssfl.arg United Community Options of Miami (UCO) is pleased to have provided housekeeping services for Miami City Hall for over 20 years. Thank you for allowing UCO to once again prepare a proposal for custodial services at Miami City Hall. The City of Miami has always been a leader in providing opportunities for integrated employment in our community and supports the goal of adults with disabilities becoming contributing members of the community through employment. UCO has maintained an active presence in the Miami -Dade County Community since 1947. UCO strives to enable all children and adults with disabilities, as well as typically developing children and adolescents, and their families to reach their greatest potential and achieve rewarding and productive lives as fully participating and contributing members of their communities. City Hall hosts seven commission meetings per year, eighty plus board meetings, tours as well as special events such as the annual Tree Lighting and Holiday Festival. Our workers take pride in ensuring that Miami's City Hall is the shining gem of the Magic City. Your time and consideration in reviewing and accepting this proposal is greatly appreciated. Best regards, Pam Miller, Associate Director United Community Options of Miami Re: Supplier # 29980 a agency for persons with disabilities Stole of 1 Inridu WE SEE ABILITY• THE CHILDREN'S TRUST SERVICE RATES UCO proposes providing custodial services at Miami City Hall following the current scope of service established under the contract awarded in 2020 including the provision of labor, supervision, cleaning supplies, paper products (including toilet paper, hand paper towels, garbage can liners, and soap) and any other materials necessary for the complete servicing of the City Hall facility. LABOR/SUPERVISION Custodial Job Coach Supervisor: $19.57 per hr. with benefits Custodial Job Coach: $17.51 hr. with benefits Disable workers: Two (2) workers, six (6) hours each per day $14.42 per hr. $47,218.49 annually $42,248.12 annually $43,260.00 annually MATERIALS/EQUIPMENT Supplies Cleaning Supplies and Paper Products: Including but not limited to toilet paper, hand paper towels, garbage can liners, soap, etc. 7% Administrative Cost: ANNUAL TOTAL: $16,995.00 annually Sub Total: $149,721.61 $10,480.51 annually $160,202.12