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HomeMy WebLinkAboutBack-Up Documents-SUBITHIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. PROFESSIONAL SER` ICES AGREEMENT By and Between The City of Miami, Florida And The Greater Miami Service Corps, Inc. This Bid Waiver Agreement ("Agreement") by and between the City of Miami, a municipal corporation of the State of Florida whose principal address is 444 SW 2"d Avenue, Miami, FL 33130 ("City"), and Greater Miami Service Corps ("GMSC" and "Contractor") a not for profit corporation, qualified and authorized to do business in the State of Florida, whose principal address is 810 NW 28th Street, Miami, FL 33127, is entered into this day of May, 2025 as follows with an effective date of April 1, 2025. RECITALS WHEREAS, the Greater Miami Service Corps was established in 1990 with a mission to transform the lives of young people through education and service activities that improve our communities and strengthen our local workforce; and WHEREAS, GMSC's program model uses service as a strategy to connect young people in Miami -Dade County to education and meaningful work experience opportunities while at the same time providing cost effective services that improve our community; and WHEREAS, the City Manager and the Chief Procurement Officer have recommended that the requirements for competitive sealed bidding procedures be waived and that the procurement of the above service, as specified, be approved; and WHEREAS, pursuant to Resolution , adopted on , the City Commission by 4/5ths affirmative vote approved this Bid Waiver; and NOW THEREFORE, for the considerations of the mutual covenants and promises herein contained, GMSC and the City agree: TERMS 1. RECITALS AND INCORPORATIONS; DEFINITIONS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The Services, Scope of Work, is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "A". The Contractor's Pricing Proposal is made part of this Agreement as attached Exhibit "B". The Contractor's Insurance Certificate is hereby incorporated into and made a part of this Agreement as attached Exhibit "C". The order of 1 17328 Back -Up Documents -SUB THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 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 dated March 23, 2022, 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 three (3) years with no option to renew. 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 awarde`U. If the right to extend is exercised, the City shall notify the Contractor, in writing, of its IQ ;ent_extend the Contract in accordance with the existing terms and conditions for a specified • r imber f days. Additional extensions beyond the first one hundred eighty (180) day extension ti may o cur, if the City and the Contractor are in mutual agreement of such extensions. . )-- Li •_ - c. SCOPE OF SERVICES: 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 do business in Florida; and (ii) it is not delinquent in the payment of any sums due 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, or has not 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, 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 2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. F } 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 "A", payment shall be made within forty-five (45) days after receipt of Contractor's invoice for Services performed, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should the City require one to be performed. Invoices shall be sufficiently detailed 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 c; I ;; OWNERSHIP OF DOCUMENTS: ntractor understands and agrees that any information, document, data, report or any c. er iraterial 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, 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. 3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 6. AUDIT AND iN,rct., !ION 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 ttr- faeiitate the performance of tests or inspections by City representatives. All tests and iefipel o is shall be subject to, and made in accordance with, the provisions of §§ 18-101 and 18- 2 ofjho Code of the City of Miami, Florida as same may be amended or supplemented, from time to: tithe. )- Lim 7; c iWARD 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: (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. 4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 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) 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; (4) meet all requirements for retaining public records and transfer, at no cost, to the City all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) provide all electronically stored public records that must be provided to the City in a format compatible with the City's information technology systems. Notwithstanding the foregoing, Contractor shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. C. Should Contractor determine to dispute any public access provision required by Florida Statutes, then Contractor shall do so in accordance with the provisions of chapter 119, Florida Statutes, at its own expense and at no cost to the City. D. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1830, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR EMAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444r;SV ^?ND AVENUE, 9TH FL, MIAMI, FL 33130. CD 9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS:.i Contractor understands that agreements with local governments are sub to rrtain laws and regulations, including laws pertaining to public records, conflict of intepst, ehics,< 0 lobbying, record keeping, etc./ City and Contractor agree to comply with and observe ait-§uch 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. 5 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 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 e-ess4i understands and agrees that any insurance protection required by this Contract or otllerwyse;provided by the Contractor shall in no way limit the responsibility to indemnify, keep, save he-rridess, and defend the City or its officers, employees, agents and instrumentalities as ....y hgfein i ,ided. ew 4 I'he indemnification provided above shall obligate the Contractor to defend, at its own cost C. . J1 expense, to and through trial, administrative, regulatory, appellate, supplemental or t_,_. bahkrltcy 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. 6 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 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, t en, i iiaddition to the foregoing, Contractor shall be liable to the City for all expenses incurred bCirthe:,Cfty in preparation and negotiation of this Agreement, as well as all costs and expenses > irffurred't y the City in the re -procurement of the Services, including consequential and incidental a:'•, d Thages: as I lC 1 SOLUTION OF AGREEMENT DISPUTES: 6ontractor 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), 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 No/Cents ($25,000), or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation 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. 7 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. C'14. 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 mean a contract law term which refers 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 Services rendered by Contractor after the date of termination, but the !myrtles shall remain responsible for any payments that have become due and owing as of the effee lee of termination. In no event shall the City be liable to Contractor for any additional *--,comi*nsaycin and expenses incurred, other than that provided herein, and in no event shall the =r!City be liable for any direct, indirect, consequential, or incidental damages. :. Ls - INSURANCE: A. Contractor shall, at all times during the term hereof, maintain such insurance coverage(s) as may be required by the City. The insurance coverage(s) required as of the Effective Date of this Agreement are attached hereto as Exhibit "C" and incorporated herein by this reference. The Contractor shall add the City of Miami as an additional insured to its commercial general liability, and auto liability policies, and as a named certificate holder on all policies. Contractor shall correct any insurance certificates as requested by the City's 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 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, 8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 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 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 covgrages_ are bound with the insurers. In the event that expired certificates are not replaced, with nevF r rgewed certificates which cover the term of this Agreement and any extension thereof: CA za (i"= the City shall suspend this Agreement until such time as the new or renewed Li4 •; Cr. 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. certificate(s) are received in acceptable form by the City's Risk Management Administrator; or 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, 9 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. w �.t la~', 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 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: TO THE CITY: Deborah Dorsett Executive Director G ater Miami Service Corps 8k0' NW8th Street MaIT>li, FL3127 c3 ,n (-) a Rt. L_ 10 Arthur Noriega V City Manager 444 SW 2"d Avenue, 10th Floor Miami, FL 33130-1910 With copies to: Juvenal Santana, P.E. Resilience and Public Works Director 444 SW 2"d Avenue, 8th Floor Miami, FL 33130-1910 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. RECEWED 2025 MAY 14 r:m 9: 08 OFFICE OF THE CITY CLEM CITY OF MIAMI 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 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 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 Iicensure, 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. 11 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 20. INDEPENDENT CONTRACTORS: Contractor has been procured and is being engaged to provide Services to the City as an Independent Contractor, and not as an agent or employee of the City. Accordingly, neither Contractor, nor its employees, nor any subcontractor hired by Contractor to provide any Services under this Agreement shall attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Contractor further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Contractor, its employees, or any subcontractor hired by Contractor to provide any Services hereunder, and Contractor agrees to provide or to require subcontractor(s) to provide, as applicable, workers' compensation insurance for any employee or agent of Contractor rendering Services to the City under this Agreement. Contractor further understands and agrees that Contractor's or subcontractors' use or entry upon City properties shall not in any way change its or their status as an Independent Contractor. 21. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in applicable laws or regulations, or program requirements or continuation, upon thirty (30) days written notice. ry1 22. FORCE MAJEURE: A "Force Majeure Event" shall mean an act of God, act of governmental body afrmilitary authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural d+asters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, b kade`,?or embargo. In the event that either party is delayed in the performance of any act or oblign 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. 12 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 23. CITY NOT LIABLE FOR DELAYS: Contractor hereby understands and agrees that in no event shall the City be liable for, or responsible to Contractor or any subcontractor, or to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any cause over which the City has no control. 24. USE OF NAME/ 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 City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, Contractor hereby certifies to the City that no individual member of Contractor, no employee, and no subcontractor under this Agreement nor any immediate family member of any of the same is also a 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 ar asns) shall have any rights whatsoever under this Agreement. There are no express or injriied 3 iird-' Party Beneficiaries to this Agreement. D _3 27. SURVIVAL: --< " `' r All obligations (including but not limited to indemnity and obligations to defend andhold 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: 13 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Contractor hereby certifies, represents, and warrants to the City that on the date of Contractor's execution of this Agreement, and so long as this Agreement shall remain in full force and effect, the wage rates and other factual unit costs supporting the compensation to Contractor under this Agreement are and will continue to be accurate, complete, and current. Contractor understands, agrees, and acknowledges that the City shall adjust the amount of the compensation and any additions thereto to exclude any significant sums by which the City determines the contract price of compensation hereunder was increased due to inaccurate, incomplete, or non- current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to p3e provisions hereof. L, CI Ql C3_ 29c ICQUNTERPARTS: is Agreement may be executed in three (3) or more counterparts, each of which shall ) - c nsti 'tg...an original, but all of which, when taken together, shall constitute one and the same agree i t. 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.qov/e-verifv. 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 14 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 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 set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. c,rn Q co r— rri 15 ti N Cr7 W co THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: "Contractor" By: Print Name: Print Name: Title: Title: (Corporate Seal) (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: Geroge K. Wysong III Ann -Marie Sharpe City Attorney Risk Management Director 16 < T'I r _0 00 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. CORPORATE RESOLUTION (This Resolution needs to authorize the signatory to sign) WHEREAS, Greater Miami Service Corps, a Florida not 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 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 , 2025. ("Contractor") A (State) Corporation By: (Sign) Print Name: Title: (Sign - Attest) Print Name: 17 c NJ C") fil = • 73 - -�c `i --+ -- 0 rl Fri r-- o r-o Co THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. EXHIBIT A SCOPE OF SERVICES 18 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. EXHIBIT B PRICING & PROPOSAL Item # Description Qty UOM Price Annual Total 1 MLK Blvd - Litter Pick Up Only (WEEKLY SERVICE) - NW 62nd Street from NW 5th Place to NW 17th Ave 1 Weekly $ 1,260.90 $ 65,566.80 2 Butterfly Gardens - Landscaping (BIWEEKLY): East 1-95 and West of NW 5th Ave 1 Biweekly $ 3,404.70 Ir $ 88,522.20 3 Butterfly Gardens - Litter Pick Up (WEEKLY): East 1-95 and West of NW 5th Ave 1 Weekly $ 1,260.90 $ 65,566.80 4 Provisionary Services (As needed basis only) 1 Annually $ 28,323.61 $ 28,323.61 Butterfly Gardens - debris removal, purchase and installation of mulch, tree and palm pruning, removal of dead tree/palm, etc. • 5 Pressure Cleaning - All Linear Parks on NW 62nd Street (AS NEEDED) 1 Semi- Annual $11,640.00 $ 23,280.00 'PLEASE THOROUGHLY READ THE SCOPE OF WORK PROVIDED TO PROVIDE PRICING. ANNUAL TOTAL $271,259.41 I Contract Life $ 813,778.23 19 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. EXHIBIT C INSURANCE REQUIREMENTS I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 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 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 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 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit fl N -11 � P 1 CD D3IN Or rn The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 20 7,1 s`fl THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. January 15, 2025 Tahlia R. Gray, MBA Procurement Analyst City of Miami Procurement Department 444 SW 2 Ave, 6th FL Miami, FL 33130 Re: Martin Luther King Jr. Youth Service Project (Landscape and Maintenance) Scope of Services Dear Ms. Gray: Thank you for the opportunity for allowing Greater Miami Service Corps (GMSC) to provide services Landscape and Maintenance Services related to Martin Luther King Jr. Boulevard and the East and West Butterfly Garden. Greater Miami Service Corps has been privileged to provide these services since 2015, allowing young people to become stakeholders in the beautification of their community while building personal, education, and career development skills. The mission of the Greater Miami Service Corps is to empower young people with the tools needed to transforrn their lives through education and service activities that strengthen our community and local workforce. GMSC services enhance the employability of young adults between the ages of 18-24, through work assignments that provide tangible community improvements, supervision that reinforces productive habits, and education structured to strengthen useful skills. Young people can "earn while they learn" through our employability skills' training and education services that build transferable skills. Services provided include: • Year -Round Paid Work Experience • High School Completion Services • General Education Diploma Preparation • Leadership Development • Industry Training • Team Building • Mentoring / Counseling • Life and Financial Skills Training • Post -Secondary Support • Education Scholarships • Job Placement Assistance In addition to work experience, participants will be engaged in industry training, earn up to $7,30t) in education scholarships, receive monthly transportation support, internships, case management, and mental health counseling or referrals. Greater Miami Service Corps is able to provide a 1:1 ratio of leveraged resources with funding provided through the Martin Luther King Jr. Project. Should you have any questions, feel free to call me or Deborah Dorsett at 305-638-4672 extension 237. Sincerel Lonnie Lawrence Board Chairman Attachment: Beautification Service Description and Pricing Young People...Serving Them Community 810 Northwest 28di Street • Miami, Florida 33127 • Office: (305) 638-4672 *Fax: (305) 633-5319 15355 Harding Lane • Leisure City, Florida 33030 • Office: (305) 242-7935 Tax: (305) 242-7967 www.gmscmiami.org THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Greater Miami Service Corps MLK Blvd/Butterfly Gardens Beautification Services Item # Description Qty UOM Price Annual Total 1 MLK Blvd - Litter Pick Up Only (WEEKLY SERVICE) - NW 62nd Street from NW 5th Place to NW 17th Ave 1 Weekly $ 1,260.90 $ 65,566.80 2 ' Butterfly Gardens - Landscaping (BIWEEKLY): East 1-95 and West of NW 5th Ave 1 Biweekly $ 3,404.70 $ 88,522.20 3 Butterfly Gardens - Litter Pick Up (WEEKLY): East 1-95 and West of NW 5th Ave 1 Weekly $ 1,260.90 $ 65,566.80 4 Provisionary Services (As needed basis only) 1 Annually $ 28,323.61 $ 28,323.61 Butterfly Gardens - debris removal, purchase and installation of mulch, tree and palm pruning, removal of dead tree/palm, etc. 5 Pressure Cleaning - All Linear Parks on NW 62nd Street (AS NEEDED) 1 Semi- Annual $ 11,640.00 $ 23,280.00 *PLEASE THOROUGHLY READ THE SCOPE OF WORK PROVIDED TO PROVIDE PRICING. ANNUAL TOTAL $271,259.41 1 Contract Life $ 813,778.23 x} .-., Z < :-‹ ..D M. r-- p r ri k.D SUBSTITUTED PROFESSIONAL SERVICES AGREEMENT By and Between The City of Miami, Florida And The Greater Miami Service Corps, Inc. This Bid Waiver Agreement ("Agreement") by and between the City of Miami, a ► unicipal corporation of the State of Florida whose principal address is 444 SW 2nd Avenu-, Miami, FL 33130 ("City"), and Greater Miami Service Corps ("GMSC" and "Contractor") - not for profit corporation, qualified and authorized to do business in the State of Florid. , whose principal address is 810 NW 28th Street, Miami, FL 33127, is entered into this •ay of August, 2022 as follows with an effective date of April 1, 2022. RECITALS WHEREAS, the Greater Miami Service Corps wa- established in 1990 with a mission to transform the lives of young people through educ- on and service activities that improve our communities and strengthen our local workforc-, and WHEREAS, GMSC's program model u s service as a strategy to connect young people in Miami -Dade County to education d meaningful work experience opportunities while at the same time providing cost effe• ve services that improve our community; and WHEREAS, the City Manager - d the Chief Procurement Officer have recommended that the requirements for competit e sealed bidding procedures be waived and that the procurement of the above servic= as specified, be approved; and WHEREAS, pursuant o Resolution , adopted on , the City Commission by 4/5ths affir► ative vote approved this Bid Waiver; and NOW THEREF E, for the considerations of the mutual covenants and promises herein contained, G •C and the City agree: TERMS 1. RECI LS AND INCORPORATIONS. DEFINITIONS: T recitals are true and correct and are hereby incorporated into and made a part of this Agree nt. The Services, Scope of Work, is hereby incorporated into and made a part of this Agr- -ment and attached hereto as Exhibit "A". The Contractor's Pricing Proposal is made part of s Agreement as attached Exhibit "B". The Contractor's Insurance Certificate is hereby incorporated into and made a part of this Agreement as attached Exhibit "C". The order of 1 SUBSTITUTED precedence whenever there is conflicting or inconsistent language between documents is as follows in descending order of priority: (1) Professional Services Agreement ("PSA"), inclusive o Exhibits, as may be amended; and (2) Contractor's proposal dated March 23, 2 acknowledging scope of services and pricing component of services. 2. TERM: The Agreement shall become effective on the date reflected on the first p for the duration of three (3) years with no option to renew. The City Manager s to terminate the Agreement for convenience, that is, for any or no cause. The City reserves the right to automatically extend this Contra eighty (180) calendar days beyond the stated Contract term, in order with continual service and supplies while a new Contract is bei awarded. If the right to extend is exercised, the City shall not intent to extend the Contract in accordance with the existin number of days. Additional extensions beyond the first may occur, if the City and the Contractor are in mutu 3. SCOPE OF SERVICES: A. Contractor agrees to timely a' . competently provide the Services as specifically described, and under the special terms . nd conditions set forth in Exhibit "A", which by this e and shall be I have the option for up to one hundred provide City departments solicited, evaluated, and/or the Contractor, in writing, of its erms and conditions for a specified e hundred eighty (180) day extension greement of such extensions. reference is incorporated into and ma B. Contractor represen certificates, registrations, autho a part of this Agreement. to the City that: (i) it possesses all qualifications, licenses, ations, and expertise required for the performance of the Services, including but not li -d to full authorization and qualifications to do business in Florida; and (ii) it is not delinqu- t in the payment of any sums due the City, its agencies and instrumentalities, incl sing payment of permits, fees, occupational licenses, fines, liens, violations, etc., nor i' the performance of any contractual obligations or payment of any monies to the City, its a cies and instrumentalities, or has not been debarred by any Florida public agency or bee placed on the convicted vendors list pursuant to § 287.133, Florida Statutes; and (iii) all pers► nel assigned to perform the Services are and shall be, at all times during the term hereof, f y qualified and trained to perform the tasks assigned to each; and (iv) the Services will be p- formed in the manner described in Exhibit "A"; and (v) each person executing this A• -ement on behalf of Contractor has been duly authorized to so execute the same and fully ind 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 2 SUBSTITUTED 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 sha •e based on the rates quoted in Exhibit "B" hereto, which by this reference is incorporated in - and made a part of this Agreement. B. Unless otherwise specifically provided in Exhibit "A", payment all be made within forty-five (45) days after receipt of Contractor's invoice for Services per med, which shall be accompanied by sufficient supporting documentation and contain s icient detail, to allow a proper audit of expenditures, should the City require one to be p- formed. Invoices shall be sufficiently detailed to comply with the "Florida Prompt Payment t", §§218.70. - 218.79, Florida Statutes, and other applicable laws. No advance payments s - I be made at any time. C. Contractor agrees and understands that (i ny and all subcontractors providing Services related to this Agreement shall be paid throu• Contractor and not paid directly by the City, and (ii) any and all liabilities regarding payme to or use of subcontractors for any of the Services related to this Agreement shall be borne .olely by Contractor. D. The City will pay Contractor or - hundred percent (100%) of each total invoice amount. 5. OWNERSHIP OF DOCUME Contractor understands a agrees that any information, document, data, report or any other material whatsoever w is given by the City to Contractor, its employees, or any subcontractor, or which is o erwise obtained or prepared by Contractor solely and exclusively for the City pursuant to o nder the terms of this Agreement, is and shall at all times remain the property of the City. ntractor agrees not to use any such information, document, data, report or material for any ether purpose whatsoever without the written consent of the City Manager, which may be w held or conditioned by the City Manager in his/her sole discretion. Contractor is permitted tmake and to maintain duplicate copies of the files, records, documents, data etc. if Contrac determines copies of such records are necessary subsequent to the termination of this A. ' -ement; however, in no way shall the confidentiality as permitted by applicable law be bre. ed. The City shall maintain and retain ownership of any and all documents and data which ult upon the completion of the work and Services under this Agreement as per the terms of this Section 5. 3 SUBSTITUTED 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 a t examination, excerpts, and transcripts. The City may, at reasonable times, and for a perio• •f up to three (3) years following the date of final payment by the City to Contractor u, •er this Agreement, audit and inspect, or cause to be audited and inspected, those books, •ocuments, data, papers, and records of Contractor which are related to Contractor's perform ce under this Agreement. Contractor agrees to maintain all such books, documents, papers •ata, and records at its principal place of business for a period of three (3) years after final p- ent is made under this Agreement and all other pending matters are closed. Contractor's allure to adhere to, or refusal to comply with, this condition shall result in the immediate ca ellation of this Agreement by the City. B. The City may, at reasonable times during the ter hereof, inspect the Contractor's facilities and perform such tests, as the City deems reason-' y necessary, to determine whether the goods or services required to be provided by Contrac .r under this Agreement conform to the terms hereof. Contractor shall make available to the y all reasonable facilities and assistance to facilitate the performance of tests or inspec •ns by City representatives. All tests and inspections shall be subject to, and made in acc• dance with, the provisions of §§ 18-101 and 18- 102 of the Code of the City of Miami, Florid time to time. 7. AWARD OF AGREEMENT: same may be amended or supplemented, from Contractor represents an warrants to the City that it has not employed or retained any person or company employe• •y the City to solicit or secure this Agreement and that it has not offered to pay, paid, or ag 'ed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind c• tingent upon or in connection with, the award of this Agreement. 8. PUBLIC - CORDS: (Non -Negotiable) A. ' ontractor understands that the public shall have access, at all reasonable times, to all docu ' -nts and information pertaining to City Agreements, subject to the provisions of Chapter 19, Florida Statutes, and agrees to allow access by the City and the public to all docu ' -nts subject to disclosure under applicable laws. Contractor's failure or refusal to comply wi the provisions of this section shall result in the immediate cancellation of this Agreement by e City. 4 SUBSTITUTED 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) provide the public with access to pub records on the same terms and conditions as the City would at the cost provided by Chapter 19, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are xempt or confidential and exempt from disclosure are not disclosed except as authorized • law; (4) meet all requirements for retaining public records and transfer, at no cost, to the ' ity all public records in its possession upon termination of this Agreement and destroy an . uplicate public records that are exempt or confidential and exempt from disclosure requirem-. s; and, (5) provide all electronically stored public records that must be provided to the City a format compatible with the City's information technology systems. Notwithstanding the f► egoing, Contractor shall be permitted to retain any public records that make up part of its w• product solely as required for archival purposes, as required by law, or to evidence co .fiance with the terms of the Agreement. C. Should Contractor determine to dispute a public access provision required by Florida Statutes, then Contractor shall do so in accor• -nce with the provisions of chapter 119, Florida Statutes, at its own expense and at no cost t► he City. D. IF THE CONTRACTOR HAS QU IONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO T ' CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONT: 'CT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1830, VIA - AIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR EMAIL AT CITY OF MI ' I OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 331 9. COMPLIANCE WIT. EDERAL STATE AND LOCAL LAWS: Contractor under- ands that agreements with local governments are subject to certain laws and regulations ncluding laws pertaining to public records, conflict of interest, ethics, lobbying, record k= ping, etc. City and Contractor agree to comply with and observe all such applicable feder , state and local laws, rules, regulations, codes and ordinances, as they may be amended fro► time to time. C• ractor further agrees to include in all of Contractor's agreements with subcontractors for any .ervices related to this Agreement this provision requiring subcontractors to comply with and • •serve all applicable federal, state, and local laws rules, regulations, codes and ordinances, they may be amended from time to time. 5 SUBSTITUTED 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 cau--d by the negligence, recklessness, negligent act or omission, or intentional wrongful miscon• ct of Contractor and persons employed or utilized by Contractor in the performance of this ' ontract. Contractor shall further, hold harmless the City, its officials and employees, and ind- nify, save, and defend (at its own cost), the City, its officials and/or employees against a civil actions, statutory, administrative, regulatory, or similar claims, injuries or damages arisi • or resulting from the permitted Work, or from the Contractor's alleged non-compliance witr egal or contractual requirements relative to the permitted Work, even if it is alleged that th- ity, its officials, and/or employees were negligent. In the event that any action or proceedin• s brought against the City by reason of any such claim or demand, the Contractor shall, up• written notice from the City, resist and defend such action or proceeding by counsel satisftory to the City. The Contractor expressly understands and agrees that any insurance pro -ction required by this Contract or otherwise provided by the Contractor shall in no way li the responsibility to indemnify, keep, save harmless, and defend the City or its officers, er .loyees, agents and instrumentalities as herein provided. The indemnification provided above shal •bligate the Contractor to defend, at its own cost and expense, to and through trial, admi- strative, regulatory, appellate, supplemental or bankruptcy proceeding, or to provide for ch defense, at the City's option, any and all claims of liability and all suits and actions of ever name and description which may be brought against the City, whether performed by the Co actor, or persons employed or utilized by Contractor. These duties shall surviv e cancellation or expiration of the Contract. This Section shall be interpreted under the laws ► the State of Florida, including without limitation and interpretation, which conforms to the limi ions of Sections 725.06 and/or 725.08, Florida Statutes, as may be applicable and as ame ed Contractor s . II require all sub -contractor agreements to include a provision that each sub -Contractor s = I indemnify the City in substantially the same language as this Section. The Contractor agr es and recognizes that the City shall not be held liable or responsible for any claims whi may result from any actions or omissions of the Contractor in which the City particip- -d either through review or concurrence of the Contractor's actions. In reviewing, appr• ng, or rejecting any submissions by the Contractor or other acts of the Contractor, the City, in o way, assumes or shares any responsibility or liability of the Contractor or sub -contractor nder this Contract. 6 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 : ny subcontractor, supplier, laborer, or material person for Services related to this Agreem- shall be borne solely by Contractor throughout the duration of this Agreement and that thi- 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 is Agreement or fails to perform in any material way any of its obligations hereunder, and fail- o cure such failure after reasonable notice from the City, then Contractor shall be in default. ontractor understands and agrees that termination of this Agreement under this section shall of release Contractor from any obligation accruing prior to the effective date of terminatio Should Contractor be unable or unwilling to commence to perform the Services within the e provided or contemplated herein, then, in addition to the foregoing, Contractor shall be li. •le to the City for all expenses incurred by the City in preparation and negotiation of this A. - -ement, as well as all costs and expenses incurred by the City in the re -procurement of the rvices, including consequential and incidental damages. 12. RESOLUTION OF AGREEMEN ' ISPUTES: Contractor understands and - •rees that all disputes between Contractor and the City based upon an alleged violation o e terms of this Agreement by the City shall be submitted to the City Manager for his/her re elution, prior to Contractor being entitled to seek judicial relief in connection therewith. In the vent that the amount of compensation hereunder exceeds Twenty - Five Thousand Dollars ar a No/Cents ($25,000), the City Manager's decision shall be approved or disapproved by the ity Commission. Contractor shall not be entitled to seek judicial relief unless: (i) it has fir received City Manager's written decision, approved by the City Commission if the amount of •mpensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25,000), or i) a period of sixty (60) days has expired, after submitting to the City Manager a detailed s ement of the dispute, accompanied by all supporting documentation or ninety (90) days if ' ity Manager's decision is subject to City Commission approval); or (iii) City has waived co lance with the procedure set forth in this section by written instruments, signed by the City nager. In no event may the amount of compensation under this Section exceed the total compensation set forth in Section 4 (A) of this Agreement. 7 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 Contractor at least thirty (30) calendar days prior to the effective date of such termination. In ch event, the City shall pay to Contractor compensation for Services rendered and a' •roved expenses incurred prior to the effective date of termination. In no event shall the City ,e liable to Contractor for any additional compensation and expenses incurred, other than at provided herein, and in no event shall the City be liable for any consequential or inciden - damages. The Contractor shall have no recourse or remedy against the City for a ter- !nation under this subsection except for payment of fees due prior to the effective date of to ination. B. The City, by and acting through its City Manager, shall ' -ve the right to terminate this Agreement, in its sole discretion, and without penalty, upon th= •ccurrence of an event of a material breach hereunder, and failure to cure the same within t y (30) days after written notice of default. A material breach for purposes of this Agreement s►:II mean a contract law term which refers to a failure of performance under the Agreement ich is significant enough to give the City the right to sue for breach of contract. In such ev= t, the City shall not be obligated to pay any amounts to Contractor for Services rendered by ontractor after the date of termination, but the parties shall remain responsible for any pay is that have become due and owing as of the effective date of termination. In no event shal e City be liable to Contractor for any additional compensation and expenses incurred, oth= than that provided herein, and in no event shall the City be liable for any direct, indirect, co quential, or incidental damages. 14. INSURANCE: A. Contractor shal at all times during the term hereof, maintain such insurance coverage(s) as may be re • ired by the City. The insurance coverage(s) required as of the Effective Date of this Ag ement are attached hereto as Exhibit "C" and incorporated herein by this reference. The ontractor shall add the City of Miami as an additional insured to its commercial gener- liability, and auto liability policies, and as a named certificate holder on all policies. Contr- or shall correct any insurance certificates as requested by the City's Risk Managemen Administrator. All such insurance, including renewals, shall be subject to the approval • the City for adequacy of protection and evidence of such coverage(s) and shall be furnish' • to the City Risk Management Administrator on Certificates of Insurance indicating such ins -nce to be in force and effect and any cancelled or non -renewed policy will be replaced with 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, 8 SUBSTITUTED 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 • any of Contractor's employees or any of Contractor's subcontractors for Services related to is Agreement shall be borne solely by Contractor throughout the term of this Agreement that this provision shall survive the termination of this Agreement. Contractor further under nds and agrees that insurance for each employee of Contractor and each subcontractor provi► ng Services related to this Agreement shall be maintained in good standing and approved ' the City Risk Management Administrator throughout the duration of this Agreement. C. Contractor shall be responsible for assuring that the insuran certificates required under this Agreement remain in full force and effect for the duration of is Agreement, including any extensions hereof. If insurance certificates are scheduled to e ire during the term of this Agreement and any extension hereof, Contractor shall be res• • nsible for submitting new or renewed insurance certificates to the City's Risk Manag= ent Administrator as soon as coverages are bound with the insurers. In the event that ex. ed certificates are not replaced, with new or renewed certificates which cover the term of this greement and any extension thereof: (i) the City shall suspend this Agreeme- until such time as the new or renewed certificate(s) are received in acceptab form by the City's Risk Management Administrator; or (ii) the City may, at its sole disc tion, terminate the Agreement for cause and seek procurement related damages fr- Contractor in conjunction with the violation of the terms and conditions of this A. -ement. D. Compliance with th oregoing requirements shall not relieve Contractor of its liabilities and obligations under is Agreement. 15. NON-DISCRIMIN ION EQUAL EMPLOYMENT OPPORTUNITY AND AMERICANS WITH D • ABILITIES ACT: Contractor all not unlawfully discriminate against any person in its operations and activities or in it use or expenditure of funds in fulfilling its obligations under this Agreement. Vendor shall irmatively 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 (re•arding nondiscrimination on the basis of disability), and all applicable regulations, guith nes, and standards. In addition, Contractor shall take affirmative steps to ensure n discrimination 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, • 9 SUBSTITUTED 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 - y other factor which cannot be lawfully used, be excluded from the participation in, be • nied benefits of, or be subjected to, discrimination under any program or activity. In conne on with the conduct of its business, including performance of services and employment of p onnel, Contractor shall not discriminate against any person on the basis of rac= age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, ysical or mental disability, political affiliation, or any other factor which cannot be lawfully us All persons having appropriate qualifications shall be afforded equal opportunity for employ ent. 16. ASSIGNMENT: The Contractor's services are considered unique in nat e. This Agreement shall not be assigned, sold, conveyed or pledged by Contractor, in whol- or in part, and Contractor shall not assign any part of its operations under this Agreement, ithout the prior written consent of the City Manager, which may be withheld or conditioned, i► he City's sole discretion through the City Manager. 17. NOTICES: All notices or other communication required under this Agreement shall be in writing and shall be given by hand -delivery or by rgistered or certified U.S. Mail, return receipt requested, dress indicated herein or to such other address as a party addressed to the other party at the may designate by notice given a erein provided. Notice shall be deemed given on the day on which personally delivered; or f by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlie TO CONTRACTOR: Deborah Dorsett Executive Directo Greater Miami -rvice Corps 810 NW 28th reet Miami, FL 3 27 10 TO THE CITY: Arthur Noriega V City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130-1910 With copies to: Juvenal Santana, P.E. Resilience and Public Works Director 444 SW 2nd Avenue, 8th Floor Miami, FL 33130-1910 SUBSTITUTED 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 I- s of the State of Florida. Venue in any proceedings between the parties shall be in Miami -Da• County, Florida. Each party shall bear its own attorney's fees. Each party waives any defen--, whether asserted by motion or pleading, that the aforementioned courts are an improper •r inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the - •rementioned courts and irrevocably waive any objections to said jurisdiction. The parties irr- ocably waive any rights to a jury trial. B. No waiver or breach of any provision of this A• eement shall constitute a waiver of any subsequent breach of the same or any other provisio ereof, and no waiver shall be effective unless made in writing. C. Should any provision, paragraph, ntence, word or phrase contained in this Agreement be determined by a court of compe t jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State •f Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shal •e deemed modified to the extent necessary in order to conform with such laws, or if not mo• cable, then the same shall be deemed severable, and in either event, the remaining term nd provisions of this Agreement shall remain unmodified and in full force and effect or limi ion of its use. D. Contractor sh- comply with all applicable laws, rules and regulations in the performance of this Agree - -nt, including but not limited to licensure, and certifications required by law for professional rvice Contractors. E. This •reement constitutes the sole and entire agreement between the parties hereto. No modif ation or amendment hereto shall be valid unless in writing and executed by properly author ed representatives of the parties hereto. Except as otherwise set forth in Section 2 above, t City Manager shall have the sole authority to extend, amend, or modify this Agreem- 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. 11 20. INDEPENDENT CONTRACTORS: Contractor has been procured and is being engaged to provide Services to the City as a Independent Contractor, and not as an agent or employee of the City. Accordingly, nei er Contractor, nor its employees, nor any subcontractor hired by Contractor to provide any S= ices under this Agreement shall attain, nor be entitled to, any rights or benefits under the Ci Service or Pension Ordinances of the City, nor any rights generally afforded classified or nclassified employees. Contractor further understands that Florida Workers' Compe -tion benefits available to employees of the City are not available to Contractor, its e- ployees, or any subcontractor hired by Contractor to provide any Services hereunder, and ontractor agrees to provide or to require subcontractor(s) to provide, as applicable, workers' ' •mpensation insurance for any employee or agent of Contractor rendering Services to the ' ity under this Agreement. Contractor further understands and agrees that Contractor's or suontractors' use or entry upon City properties shall not in any way change its or their status a -n Independent Contractor. 21. CONTINGENCY CLAUSE: Funding for this Agreement is contingent o► the availability of funds and continued authorization for program activities and the Agree- ent is subject to amendment or termination due to lack of funds, reduction of funds, failure allocate or appropriate funds, and/or change in applicable laws or regulations, or program quirements or continuation, upon thirty (30) days written notice. 22. FORCE MAJEURE: A "Force Majeure Event" - all mean an act of God, act of governmental body or military authority, fire, explosion, pow- ailure, flood, storm, hurricane, sink hole, other natural disasters, epidemic, riot or civil dis •rbance, war or terrorism, sabotage, insurrection, blockade, or embargo. In the event at either party is delayed in the performance of any act or obligation pursuant to or requi d by the Agreement by reason of a Force Majeure Event, the time for required complete- of such act or obligation shall be extended by the number of days equal to the total nu •er of days, if any, that such party is actually delayed by such Force Majeure Event. The •arty seeking delay in performance shall give notice to the other party specifying the anti• sated duration of the delay, and if such delay shall extend beyond the duration spec i -d in such notice, additional notice shall be repeated no less than monthly so long as delay due to a Force Majeure Event continues. Any party seeking delay in performance ue 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. 12 SUBSTITUTED 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 on account of, any stoppages or delay(s) in work herein provided for, or any dam es whatsoever related thereto, because of any injunction or other legal or equitable proc= dings 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 eng• •ed in research for advertising, sales promotion, or other publicity purposes. Contractor is • owed, within the limited scope of normal and customary marketing and promotion of its wor , to use the general results of this project and the name of the City. The Contractor may no tilize the City's official seal or any likeness thereof. The Contractor agrees to protect any c• fidential information provided by the City and will not release information of a specific natur without prior written consent of the INCity Manager or the City Commission. 25. NO CONFLICT OF INTEREST: Pursuant to City of Miami Code Secti- 2-611, as amended ("City Code"), regarding conflicts of interest, Contractor hereby certifi-- to the City that no individual member of Contractor, no employee, and no subcontractor und this Agreement nor any immediate family member of any of the same is also a member of ny board, commission, or agency of the City. Contractor hereby represents and warrants to e City that throughout the term of this Agreement, Contractor, its employees, and its subcontr- tors will abide by this prohibition of the City Code. 26. NO THIRD -PAR : ENEFICIARY: No persons of •r than the Contractor and the City (and their successors and assigns) shall have any righ whatsoever under this Agreement. There are no express or implied Third - Party Beneficiari- to this Agreement. 27. SU ' IVAL: obligations (including but not limited to indemnity and obligations to defend and hold har -ss) and rights of any party arising during or attributable to the period prior to expiration or e• ier termination of this Agreement shall survive such expiration or earlier termination. 28. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND WARRANTY: 13 SUBSTITUTED 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. Contract understands, agrees, and acknowledges that the City shall adjust the amount of the compenson and any additions thereto to exclude any significant sums by which the City determi s the contract price of compensation hereunder was increased due to inaccurate, incomple or non- current wage rates and other factual unit costs. All such contract adjustments shall b ade within one (1) year of the end of this Agreement, whether naturally expiring or earlier ter ► ated pursuant to the provisions hereof. 29. COUNTERPARTS: This Agreement may be executed in three (3) or more coun rparts, each of which shall constitute an original, but all of which, when taken together, shconstitute one and the same agreement. 30. E-VERIFY EMPLOYMENT VERIFICATION: By entering into this Agreement, the Contractor and s subcontractors are jointly and severally obligated to comply with the provisions of Sectio 48.095, Florida Statutes, as amended, titled "Employment Eligibility." The Contractor affir► s that (a) it has registered and uses the U.S. Department of Homeland Security's E-Verif system to verify the work authorization status of all new employees of the Contractor; (b) i as required all subcontractors to this Agreement to register and use the E-Verify system verify the work authorization status of all new employees of the subconsultant; (c) it has an . - davit from all subcontractors to this Agreement attesting that the subconsultant does not em• •y, contract with, or subcontract with, unauthorized aliens; and (d) it shall maintain copies o : ny such affidavits for the duration of the Agreement. Registration information is available at. ttp://www.uscis.gov/e-verify°. If Customer has a good faith belief that Contractor has knowi►•ly violated Section 448.09(1), Florida Statutes, then Customer shall terminate this Agre ent in accordance with Section 448.095(5)(c), Florida Statutes. In the event of such terminati► , the Contractor agrees and acknowledges that it may not be awarded a public contract for a east one (1) year from the date of such termination and that Contractor shall be liable for a► additional costs incurred by the Customer because of such termination. In addition, if Custo er has a good faith belief that a subcontractor has knowingly violated any provisions of Sec •ns 448.09(1) or 448.095, Florida Statutes, but Contractor has otherwise complied with its uirements under those statutes, then Contractor agrees that it shall terminate its contract with he subcontractor upon receipt of notice from the Customer of such violation by subcontractor in 14 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 6, Florida Statutes, and that it does not and shall not use "coercion" for labor or services .s defined in Section 787.06, Florida Statutes. The Contractor shall execute and submit to the ity an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida S-tutes, attached an incorporated herein as "Anti -Human Trafficking Affidavit". If the Contracto ails to comply with the terms of this Section, the City may suspend or terminate this Agree- ent immediately, without prior notice, and in no event shall the City be liable to Contractor fo ny additional compensation or for any consequential or incidental damages. 32. ENTIRE AGREEMENT: This instrument and its exhibits constitute the ole and only agreement of the parties relating to the subject matter hereof and correctly t forth the rights, duties, and obligations of each to the other as of its date. Any prior agree nts, promises, negotiations, or representations not expressly set forth in this Agreement are • no force or effect. 15 SUBSTITUTED IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: "Contractor" By: Print Name: Print Name: Title: Title: (Corporate Seal) (Authorized Corporate ifficer) ATTEST: CITY OF AMI, a municipal corpor• on Todd B. Hannon, City Clerk thur Noriega V, City Manager 1 APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: Geroge K. Wysong III Ann -Marie Sharpe City Attorney Risk Management Director 16 SUBSTITUTED CORPORATE RESOLUTION (This Resolution needs to authorize the signatory to sign) WHEREAS, Greater Miami Service Corps, a Florida not for profit corporation, desi s to enter into an agreement with the City of Miami for the purpose of performing the work . -scribed in the contract to which this resolution is attached; and WHEREAS, the Board of Directors at a duly held corporate meeting h.. considered the matter in accordance with the bylaws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD • DIRECTORS that this corporation is authorized to enter into the Agreement with the Ci , and the President and the Secretary are hereby authorized and directed to execute th= Agreement in the name of this Corporation and to execute any other document and perfor- any acts in connection therewith as may be required to accomplish its purpose. -414 IN WITNESS WHEREOF, this day of , 2025. ("Contractor") A (State) Corporation By: (Sign) Print Name: Title: (Sign - Attest) Print =me: 17 EXHIBIT A SCOPE OF SERVICES 18 SUBSTITUTED EXHIBIT B PRICING & PROPOSAL Item # Description Qty UOM Price Monthly Totals Annual Total 1 MLK Blvd - Litter Pick Up Only (WEEKLY SERVICE) - NW 62nd Street from NW 5th Place to NW 17th Ave 1 Weekly $ 1,083.25 $ 4,333.00 $ 51,9•'.00 2 Butterfly Gardens - Landscaping (BIWEEKLY); East 1-95 and West of NW 5th Ave 1 Biweekly $ 1,462.50 $ 5,850.00 $ 0,200.00 3 Butterfly Gardens - Litter Pick Up (WEEKLY); East 1-95 and West of NW 5th Ave 1 Weekly $ 1,083.25 $ 4,333.01 $ 51,996.00 4 Provisionary Services (As needed basis only) 1 Annually 5 24,333.00 $ 24,333.00 Butterfly Gardens - debris removal, purchase and installation of mulch, tree and palm pruning, removal of dead tree/palm, etc. 5 Pressure Cleaning -All Linear Parks on NW 62nd Street (AS NEEDED) 1 Semi- Annual $ 10,000.01 $ 20,000.00 ANNUAL TO ' L $ 218,525.00 *PLEASE THOROUGHLY READ THE SCOPE OF WORK PROVIDED TO PROVIDE PRICING. Contract Life $ 655,575.00 19 EXHIBIT C INSURANCE REQUIREMENTS 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 A. Limits of Liability Bodily Injury and Property Damage Li Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or N Any One Accident B. Endorsements Required SUBSTITUTED $1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 ility -Owned Autos $ 1,000,000 City of Miami listed an additional insured III. Worker's Compensati Limits of Liability Statutory -State of F Waiver of Subro The above Employer's . bility A. Limits o iability $100, 010 for bodily injury caused by an accident, each accident $10►,000 for bodily injury caused by disease, each employee $ 10,000 for bodily injury caused by disease, policy limit licies shall provide the City of Miami with written notice of cancellation or material ange from the insurer in accordance to policy provisions. Com sh vies authorized to do business in the State of Florida, with the following qualifications, 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. 20 SUBSTITUTED 21 SUBSTITUTED January 15, 2025 Tahlia R. Gray, MBA Procurement Analyst City of Miami Procurement Department 444 SW 2 Ave, 6th FL Miami, FL 33130 Re: Martin Luther King Jr. Youth Service Project (Landscape and Maintenance) Scope ervices Dear Ms. Gray: Thank you for the opportunity for allowing Greater Miami Service Corps (GM ) to provide services Landscape and Maintenance Services related to Martin Luther King Jr. Boulev. s and the East and West Butterfly Garden. Greater Miami Service Corps has been privileged to provithese services since 2015, allowing young people to become stakeholders in the beautification of their co r unity while building personal, education, and career development skills. The mission of the Greater Miami Service Corps is to empower yo g people with the tools needed to transform their lives through education and service activities tha strengthen our community and local workforce. GMSC services enhance the employability of young adul . between the ages of 18-24, through work assignments that provide tangible community improvements, sup- ision that reinforces productive habits, and education structured to strengthen useful skills. Young peo - can "earn while they learn" through our employability skills' training and education services that build ansferable skills. Services provided include: • Year -Round Paid Work Experience • High School Completion Services • General Education Diploma Preparation • Leadership Development • Industry Training • Team Building • Mentoring / Counseling • Life and Financial Skills Trainin • Post -Secondary Support • Education Scholarships • Job Placement Assistance In addition to work experience .anticipants will be engaged in industry training, earn up to $7,300 in education scholarships, receive mont' y transportation support, internships, case management, and mental health counseling or referrals. G ater Miami Service Corps is able to provide a 1:1 ratio of leveraged resources with funding provided throe: the Martin Luther King Jr. Project. Should you have any uestions, feel free to call me or Deborah Dorsett at 305-638-4672 extension 237. Sincere) Lonnie L. rence Board airman At hrnent: Beautification Service Description and Pricing Young People...Ser ing Their Community 810 Northwest 28t1i Street • Miami, Florida 33127 • Office: (305) 638-4672 *Fax: (305) 633-5319 15355 Harding Lane • Leisure City, Florida 33030 •Office: (305) 242-7935 •Fax: (305) 242-7967 www.gmscmiarni.org SUBSTITUTED Greater Miami Service Corps MLK Blvd/Butterfly Gardens Beautification Services Item # Description City UOM Price Monthly Total Ann Total 1 MLK Blvd - Litter Pick Up Only (WEEKLY SERVICE) - NW 62nd Street from NW 5th Place to NW 17th Ave 1 Weekly $ 1,083.25 $ 4,333.00 56,329.00 2 Butterfly Gardens - Landscaping (BIWEEKLY): East I-95 and West of NW 5th Ave 1 Biweekly $ 2,925.00 $ 5,85 0 $ 76,050.00 3 Butterfly Gardens - Litter Pick Up (WEEKLY): East 1-95 and West of NW 5th Ave 1 Weekly $ 1,083.25 $ ,333.00 $ 56,329.00 4 Provisionary Services (As needed basis only) 1 Annually $ 24,333.00 $ 24,333.00 Butterfly Gardens - debris removal, purchase and installation of munch, tree and palm pruning, removal of dead tree/palm, etc, 5 Pressure Cleaning - All Linear Parks on NW 62nd Street (AS NEEDED) 1 Semi- Annual $ ,000.00 $ 20,000.00 AN AL TOTAL $ 233,041.00 *PLEASE THOROUGHLY READ THE SCOPE OF WORK PROVIDED TO PROVIDE PRICING contracture $ 699,123.00