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HomeMy WebLinkAboutExhibit - AgreementCity of Miami, Florida RFP No. 472340 SAMPLE PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (Agreement) is entered into this day of 2015 (but effective as of Miami, a municipal corporation an _ corporation ("Contractor"). by and between the City of of the State of Florida ("City") and. RECITAL WHEREAS, the City has issued a Request for Proposal ("RFP") No. 472340 for the provision of an Agenda and Meeting Management System ("System"), and Contractor's proposal ("Proposal") in response thereto, has been selected as the most qualified proposal for the provision of the System. The RFP and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are by this reference incorporated into and made a part of this Agreement. WHEREAS, the order of precedence whenever there is conflicting or inconsistent language between documents is as follows: (1) Professional Services Agreement with the Scope of Work and all Exhibits and other relevant Agreements expressly referenced and attached as Exhibits; (2) Addenda/Addendum to the Request for Proposals; (3) Request for Proposals and (4) Contractor's response to the Request for Proposals. WHEREAS, The Commission of the City of Miami, by Resolution No. --, adopted on , 2015, approved the selection of Contractor and authorized the City Manager to execute an Agreement, under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Contractor and the City agree as follows: 'p j2,0 'I S--- t Y/O 0 TERMS 1. RECITALS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. TERM: The terns of this Agreement shall be for five (5) years commencing on the effective date which shall be when this Agreement is fully executed. 3. OPTION TO RENEW: The City shall have two (2) option(s) to renew the term hereof for a period of five (5) years each, subject to availability and appropriation of funds. City Commission approval shall not be required for the renewal terms. 4. SCOPE OF SERVICES: A. Contractor agrees to provide the Services as specifically described, and under the special terms and conditions set forth in Attaclunent "A" hereto, which by this reference is incorporated into and made a part of this Agreement. B. Contractor represents and warrants to the City that: (i) it possesses all qualifications, licenses and expertise required under the Solicitation Documents for the performance of the Services; (ii) it is not delinquent in the payment of any sums due the City, including payment of penalit fees, occupational licenses, etc., nor in the performance of any obligations to the City; (iii) all persoiuiel 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 Seivices will be performed in the manner described in Attachment "A". 5. COMPENSATION: A. The amount of compensation payable by the City to Contractor shall be based on the rates and schedules described in Attaclunent "B" hereto, which by this reference is incorporated into this Agreement; provided, however, that in no event shall the amount of compensation throughout the contract term and renewal options cumulatively exceed $ I B. Unless otherwise specifically provided in Attachment "B", payment shall be made within forty five (45) days after receipt of Contractor's proper invoice, as that tei-in is defined by the Local Govermnent Prompt Payment Act, Section 218.70, et. seq., Florida Statutes, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should City require one to be performed. If Contractor is entitled to reimbursement of travel expenses (i.e., Attachment "B" includes travel expenses as a specific item of compensation), then all bills for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes, 6. OWNERSHIP OF DOCUMENTS: Contractor understands and agrees that any information, document, report or any other material whatsoever which is given by the City to Contractor or which is otherwise obtained or prepared by Contractor 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 retains ownership of any information, documents, reports, or any other material that was not developed exclusively for the City. Documents created by Contractor for the City based on a boilerplate document will have joint ownership in that the custom document will be owned by the City and the boilerplate will be owned by the Contractor. Contractor agrees not to use any information, document, report or material produced exclusively for the City for any other purpose whatsoever without the written consent of City, which may be witl-Aleld or conditioned by the City in its sole discretion. The Contractor will retain ownership of original boilerplate documents not produced exclusively for the City. 7. AUDIT AND INSPECTION RIGHTS: A. 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, or 3 cause to be audited, those books and records of Contractor which are related to Contractor's performance under this Agreement. Contractor agrees to maintain all such books and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement. All audits shall be subject to and made in accordance with the provisions of Section 18-102 of the Code of the City of Miami, Florida, as same may be amended or supplemented from time to time. B. The City may, at reasonable times during the tern hereof, inspect Contractor's facilities and perforin 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 terns hereof and/or the terns of the Solicitation Documents, if applicable. Contractor shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. All tests and inspections shall be subject to, and made in accordance with, the provisions of Section 18-100 and 18-101 of the Code of the City of Miami, Florida, as same may be amended or supplemented, fiom time to time. 8. AWARD OF AGREEMENT: Contractor represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, conunission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 9. PUBLIC RECORDS: Pursuant to the provisions of ,119.0701 Fla. Stat. Contractor must comply with the Florida public records laws, specifically the Contractor must: A. Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. M B. Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter of the Florida Statutes or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. D. Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the Contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. E. All records stored electronically must be provided to the City in a format that is compatible with the information techriology systems of the City. 10. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Contractor understands that agreements between private entities and local goverlrments are subject to certain laws, codes, rules and regulations, including, without limitation, laws pertaining to public records, conflict of interest, record keeping, etc. City and Contractor agree to comply with and observe all applicable laws, codes and ordinances as they may be amended from time to time. 11. INDEMNIFICATION: Consultant shall indemiufy, defend and hold harmless the City and its officials, employees, for claims (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or daimage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the negligent performance or non-performance of the Services contemplated by this Agreement (whether active or passive) of Consultant or its employees or subcontractors (collectively referred to as "Consultant") which is directly caused, 5 in whole or in part, by any act, omission, default or negligence (whether active or passive or in strict liability) of the Indemnitees, or any of thein, or: (ii) the failure of the Consultant to comply materially with any of the requirements herein, or the failure of the Consultant to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, local, federal or state, in connection with the performance of this Agreement even if it is alleged that the City, its officials and/or employees were negligent. Consultant expressly agrees to indemnify, defend and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of Consultant, or any of its subcontractors, as provided above, for which the Consultant's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. Consultant further agrees to indemnify, defend and hold harmless the Indemnitees from and against (i) any and all Liabilities imposed on account of the violation of any law, ordinance, order, rule, regulation, condition, or requirement, related directly to Consultant's negligent performance under this Agreement, compliance with which is left by this Agreement to Consultant, and (ii) any and all claims, and/or suits for labor and materials furnished by Consultant or utilized in the performance of this Agreement or otherwise. This section shall be interpreted to comply with Sections 725.06 and/or 725.08, Florida Statutes. Consultant's obligations to indemnify, defend and hold harmless the Indemnitees shall survive the termination/expiration of this Agreement. Consultant understands and agrees that any and all liabilities regarding the use of any subcontractor for Services related to this Agreement shall be borne solely by Consultant throughout the duration of this Agreement and that this provision shall survive the termination or expiration of this Agreement, as applicable. 6 12. DEFAULT: If Contractor fails to comply with any tern or condition of this Agreement, or fails to perform any of its obligations hereunder, then Contractor shall be in default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to Contractor, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to Contractor while Contractor was in default shall be immediately returned to the City. 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 tenmination. Should Contractor be unable or unwilling to connmence to perfonn the Services within the time provided or contemplated herein, then, in addition to the foregoing, Contractor shall be liable to the City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the City in the procurement of the Services, including consequential and incidental damages. 13. RESOLUTION OF CONTRACT DISPUTES: Contractor understands and agrees that all disputes between Contractor and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Contractor being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds $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 $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 (90 days if City Manager's decision is 7 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. 14. CITY'S TERMINATION RIGHTS: A. The City shall have the right to terminate this Agreement, in its sole discretion, at any time, by giving written notice to Contractor at least five (5) business days prior to the effective date of such termination. Iii such event, the City shall pay to Contractor coinpensation for services rendered and expenses incurred prior to the effective date of termination. In no event shall the City be liable to Contractor for any additional compensation, other than that provided herein, or for any consequential or incidental damages. B. The City shall have the right to terminate this Agreement, without notice to Contractor, upon the occurrence of an event of default hereunder. In such event, the City shall not be obligated to pay any amounts to Contractor and Contractor shall reimburse to the City all amounts received while Contractor was in default under this Agreement. 15. INSURANCE: Contractor shall, at all times during the term hereof, maintain insurance coverage and limits of insurance in accordance to Insurance Exhibit C. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage shall be furnished to the City on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled during the performance of the services under this contract without thirty (30) calendar days prior written notice to the City. Completed Certificates of Insurance shall be filed with the City prior to the performance of services hereunder, provided, however, that Contractor shall at any time upon request file duplicate copies of the policies of such insurance with the City. If, in the judgment of the City, prevailing conditions warrant the provision by Contractor of additional liability insurance coverage or coverage which is different in kind, the City reserves LOV the right to require the provision by Contractor of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Contractor fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Contract shall be considered terminated on the date that the required change in policy coverage would otherwise take effect. 16. NONDISCRIMINATION: Contractor represents and warrants to the City that Contractor does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Contractor's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Contractor further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 17. ASSIGNMENT: This Agreement shall not be assigned by Contractor, in whole or in part, without the prior written consent of the City's, which may be withheld or conditioned, in the City's sole discretion. 18. 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. 9 TO CONTRACTOR: TO THE CITE': Daniel J. Alfonso City Manager 3500 Pan American Drive Miaini, Florida 33133 Victoria Mendez City Attorney 444 SW 2"a Avenue, 9th Floor Miami, Florida 33130 19. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in all proceedings shall be in Miami -Dade County, Florida and the parties agree to the use of this venue. In any civil action or other proceedings between the parties arising out of the Agreement, each party shall bear its own attorney's fees. B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. D. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. 10 E. 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. 20. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 21. INDEPENDENT CONTRACTOR: 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, Contractor shall not 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, and agrees to provide workers' compensation insurance for any employee or agent of Contractor rendering services to the City under this Agreement. 22. 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 allocated and available funds, reduction or discontinuance of funds or change in laws, codes, rules, policies or regulations, upon thirty (30) days notice. 23. REAFFIRMATION OF REPRESENTATIONS: Contractor hereby reaffirins all of the representations contained in the Solicitation Documents. 24. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, 11 negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 25. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. 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: Todd B. Hannon, City Clerk APPROVED AS TO FORM AND CORRECTNESS: Victoria Mendez City Attorney ATTEST: Print Name: Title: Company Secretary "City" CITY OF MIAMI, a municipal corporation By: Daniel J. Alfonso, City Manager APPROVED AS TO INSURANCE REQUIREMENTS: Ann -Marie Shame, Director Risk Management "Contractor" An By: Print Name: Title: President 12 corporation CORPORATE RESOLUTION WHEREAS, ("Contractor") wishes to enter into a Professional Services Agreement ("Agreement") with the City of Miami ("City"); WHEREAS, the Board of Directors, at a duly held meeting of the Contractor has considered the matter in accordance with the By -Laws 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 Print Name: Corporate Secretary An By: Print Name: TITLE: (sign) 13 day of , 2015. ("Contractor") (State) Corporation (Sign)