HomeMy WebLinkAboutExhibitTHU f ARa=
ANNIE PEREZ, CPPO DANIEL J. ALFONSO
Chief Procurement Officer City Manager
CITY OF MIAMI'S SUPPLEMENTAL AGREEMENT TO SERVICES
CONTRACT
BETWEEN MIAMI-DADE COUNTY GOVERNMENT AND
STERICYCLE, INC.
The City of Miami (City) is accessing the above mentioned agreement to procure backboard and
miscellaneous medical equipment pick-up and decontamination services for the Department of Fire
Rescue. That certain Contract titled "Backboard and Miscellaneous Medical Equipment Pick -Up and
Decontamination" between Miami -Dade County Government and Stericycle, Inc., made and entered
effective as of September 1, 2014 is attached hereto and is incorporated by reference' herein. This
supplement to the Services Contract between the Miami -Dade County Government and Stericycle,
Inc. includes City of Miami legal requirements. The term of this Contract is as stated in Section 2 of
the Miami -Dade County Government Invitation to Bid (ITB), which is from September 1, 2014 to
August 31, 2019. The Miami -Dade County Services ITB is attached hereto as Exhibit A and made a
part hereof. The effective date of access by the City of Miami is November 7, 2016.
a) Stericycle, Inc.' Responsibilities:
A. Stericycle, Inc. has agreed to furnish the services as further described in Miami -Dade County
Governments FB -00058, as indicated in Exhibit A, Invitation to Bid as attached.
B. Stericycle, Inc. will provide the services to the City in an amount equal to the costs identified
in the Miami -Dade County Governments FB -00058, Roadmap.
C. Stericycle, Inc., responsibilities will commence on the effective date of this agreement.
b) Indemnification:
A. Stericycle, Inc. shall indemnify and save harmless and defend the City, its agencies and
instrumentalities such as its Community Redevelopment Agency, trustees, elected and
appointed officials, agents, servants and employees from and against any claim, demand or
cause of action (in this Section collectively referred to as the "City") of whatsoever kind or
nature arising out of error, omission, mistake, or negligent or careless act or failure to act of
Stericycle, Inc., its agents, servants or employees in the performance of its obligations
pursuant to this Agreement, and/or of Stericycle, Inc. failure to comply with any applicable
federal, state , county or city law, rule or regulation applicable to Stericycle, Inc.'
responsibilities under this Agreement including without limitation Consumer , Debtor/
Creditor, Credit Reporting and/or Mortgage Laws, Rules or Regulations, and / or its
performance of this Agreement. This indemnity, hold harmless and duty to defend is equally
applicable to for all costs, losses and expenses, including but not limited to, damages to
persons or property, judgments, reasonable attorney's fees, paralegal expenses, and court
costs at both the administrative, regulatory , trial and appellate levels arising out of or in
connection with the operations permitted under this Agreement.
B. The parties recognize that various provisions of this Agreement, including but not necessarily
limited to this Section, provide for indemnification by Stericycle, Inc. and requires a specific
consideration be given therefore. The parties therefore agree that the sum of Ten Dollars
and 00/100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration
for such indemnities, and the providing of such indemnities is deemed to be part of the
specifications with respect to the services to be provided by Stericycle, Inc.. Furthermore, the
parties understand and agree that the covenants and representations relating to this
indemnification provision shall serve the term of this Agreement and continue in full force and
effect as to the Stericycle, Inc.' responsibility to indemnify the City, will survive the
cancellation or expiration of this Agreement, as applicable. Stericycle, Inc. will indemnify,
defend, and hold City, harmless for any negligent acts of Stericycle, Inc. or for any violation
of any intellectual property laws, intellectual property rights, contracts or, rules, regulations,
or statutes.
c) Audit And Inspection Rights And Retention Of Records:
Stericycle, Inc. hereby agrees and understands that the public shall have access, at all
reasonable times, to all documents and information pertaining to the City, subject to the
provisions of Chapter 119, Florida Statutes, and any specific exemptions there from, and
Stericycle, Inc. agrees to allow access by the City and the public to all documents subject to
disclosure under applicable law unless there is a specific exemption from such access.
Stericycle, Inc. failure or refusal to comply with the provisions of this section shall result in
immediate termination of Stericycle, Inc. by the City.
Pursuant to the provisions of Section 119.0701, Florida Statutes, Stericycle, Inc. must comply
with the Florida Public Records Laws, specifically Stericycle, Inc.:
1) Keep and maintain public records that ordinarily and necessarily would be
required by the public agency in order to perform the service.
2) Provide the public with access to public records on the same terms and
conditions that the public agency would provide the records and at a cost that
does not exceed the cost provided in this chapter or as otherwise provided by
law.
3) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized
by law.
4) Meet all requirements for retaining public records and transfer, at no cost, to the
public agency all public records in possession of Stericycle, Inc. upon
termination of the contract and destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements.
5) All records stored electronically must be provided to the City in a format
compatible with the information technology systems of the public agency.
The Inspection and Audit provisions set forth in Sections 18-101 and 18-102 of the City Code are deemed as being
incorporated by reference herein and additionally apply to this Agreement.
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d) Independent Contractor:
This Agreement does not create an employee/employer relationship between the parties. It is
the express intent of the parties that Stericycle, Inc. is an independent Contractor under this
Agreement and not the City's employee for all purposes, including but not limited to, the
application of the Fair Labor Standards Act minimum wage and overtime payments, Federal
Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the
provisions of the Internal Revenue Code, the State Workers Compensation Act, any benefits
under the City Pension Ordinances, and the State unemployment insurance law. Stericycle, Inc.
shall retain sole and absolute discretion in the judgment of the manner and means of carrying
out Stericycle, Inc.' activities and responsibilities hereunder. Stericycle, Inc. agrees that it is a
separate and independent enterprise from the City, that it has full opportunity to find other
business, that it make its own investment in its business, and that it will utilize a high level of skill
necessary to perform the work.
This Agreement shall not be construed as creating any joint employment relationship, joint
venture partnership or other affiliated entity status between Stericycle, Inc. and the City and the
City will not be liable for any obligation incurred by Stericycle, Inc., including but not limited to
unpaid minimum wages and/or overtime premiums.
In this regard the City is not responsible for any debts, defaults, acts or omissions of Stericycle,
Inc. or its officials, agents, servants and employees.
e) Notices:
TO THE CITY:
Daniel J. Alfonso
City Manager
3500 Pan American Drive
Miami, Florida 33133
Victoria Mendez
City Attorney
444 SW 2nd Avenue, 9th Floor
Miami, Florida 33130
Annie Perez, CPPO
Procurement Director
City of Miami
444 SW 2nd Avenue, 6th Floor
Miami, Florida 33130
TO Stericycle, Inc.:
Stericycle, Inco
4010 Commercial Avenue
Northbrook, IL 60062
Attn.: Joe Sagala
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f) Applicable Law, Venue and Attorney's Fees:
This Agreement with the City of Miami will be governed by and construed under the laws of the
State of Florida regardless of choice or conflict of laws principles. Venue in any proceedings
between Champions and the City of Miami will be in a court of competent jurisdiction located in
Miami -Dade County, Florida. Each party shall bear their own respective attorney's fees.
g) Laws and Ordinances
Stericycle, Inc. shall be responsible to follow and observe all applicable laws, rules, regulations
and ordinances of the City, County, State, Federal governments or other public agencies having
jurisdiction over the subject matter of this Agreement relating to the activities, undertakings and
operations being conducted pursuant to this Agreement.
h) Equal .Employment Opportunity:
In the performance of this Agreement, Stericycle, Inc. shall not discriminate against any firm,
employee or applicant for employment or any other firm or individual in providing services
because of sex, ages race, color, religion, ancestry, disability, or national origin.
1) Insurance:
Stericycle, Inc. shall provide and maintain in force at all times during the Agreement with the
City, such insurance, including Workers' Compensation and Employer's Liability Insurance,
Comprehensive General Liability Insurance, Automobile Liability Insurance and Errors and
Omissions Insurance to assure the protection contained in the foregoing indemnification
undertaken by Stericycle, Inc..
A. Workers' Compensation subject to Statutory limits for the State of Florida with $100,000
Employers Liability.
B. Commercial General Liability Insurance with limits of no less than $1,000,000.00 per
occurrence, $2,000,000 policy aggregate, affording coverage for bodily injury, including
death, and property damage. The certificate of insurance shall insure exposures arising out
of premises and operations, products and completed operations, personal injury and
advertising liability, and include coverage for contingent and contractual exposures. This
insurance shall be written on a primary and non-contributory wording, and shall list the City
of Miami as an additional insured.
C. Business Auto Liability protecting against bodily injury and property damage arising out of
operation, maintenance or use of any auto, including owned, non -owned and hired
automobiles exposures, with Limits of not less than $1,000,000.00 per accident. The City
shall appear listed as an additional insured on this coverage.
D. Professional Liability/B'rrors and Omissions/Pollution Insurance with limits of liability provided
by such policy of no less than $1,000,000.00 per claim, $1,000,000 policy aggregate
including retro date coverage.
E. A Certificate of Insurance acceptable to the City shall be provided listing the above coverages
and providing 30 days prior written notice to the City in the case of cancellation. The City
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shall be named as an additional insured on all liabilities, except professional liability and
workers' compensation coverage. A copy of the certificate shall be mailed to the City's Risk
Management Department at the time Stericycle, Inc. executes this Agreement.
j) Cancellation for Convenience:
The City, acting by and through its City Manager, shall have the right to terminate this
Agreement, in its sole discretion, and without penalty, at any time, by giving written notice to
Stericycle, Inc. at least thirty (30) calendar days prior to the effective.date of such termination.
In such event, the City shall pay to Stericycle, Inc. compensation for Services rendered and
approved expenses incurred prior to the effective date of termination. In no event shall the City
be liable to Stericycle, Inc. 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. Stericycle, Inc. 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.
k) Assignment:
Stericycle, Inc. was selected for these services due to their particular and unique experience in
the subject matter of this Agreement which Agreement is not freely assignable or transferable.
This Agreement shall not be assigned, sold, transferred, or.otherwise sold, by Stericycle, Inc., in
whole or in part, and Stericycle, Inc. shall not assign any part of its operations, without the prior
written consent of the City Manager, which may be denied, withheld or conditioned, in the City's
sole discretion through the City Manager. Stericycle, Inc. shall have no recourse from the City
Manager's refusal to approve this Assignment, other than to cancel the Agreement in the manner
provided by subsection (k) above.
1) Mediation:
These parties may, at their discretion, agree in writing to resolve any dispute between them
arising under this Agreement by submitting such dispute to non—binding mediation by a certified
mediator in Miami -Dade County, Florida. The parties shall split the cost of the mediator. The
decision of -the mediator shall not be binding.
m) Contingency Clause:
Funding for this Agreement is contingent on the availability of funds and continued authorization
for program activities and the Agreement is subject to amendment or termination due to lack of
funds, reduction of funds, failure to allocate or appropriate funds, and/or change in applicable
laws, city programs or policies , or regulations, upon thirty (30) days written notice.
n) Force Maieure:
A "Force Majeure Event" shall mean an act of Cod, act of governmental body or military authority,
fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic,
riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo. In the
event that either party is delayed in the performance of any act or obligation pursuant to or
required by the Agreement by reason of a Force Majeure Event, the time for required completion
of such act or obligation shall be extended by the number of days equal to the total number of
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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.
o) City Not Liable for Delays.
Stericycle, Inc. hereby understands and agrees that in no event shall the City be liable for, or
responsible to Stericycle, Inc. 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.
p) Use of Name:
Stericycle, Inc. understands and agrees that the City is not engaged in research for advertising,
sales promotion, or other publicity purposes. Stericycle, Inc. 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. Stericycle, Inc. 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.
q) No Conflict of Interest:
Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of
interest, Champions hereby certifies to the City that no individual member of Stericycle, Inc., no
employee, and no subcontractors under this Agreement or any immediate family member of any
of the same is also a member of any board, commission, or agency of the City. Stericycle, Inc.
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.
r) No Third -Party Beneficiary:
No persons other than Stericycle, Inc. and the City (and their successors and assigns) shall have
any rights whatsoever under this Agreement.
s) Survival:
All obligations (including but not limited to indemnity and obligations to defend and hold
harmless) and rights of any party arising during or attributable to the period prior to expiration or
earlier termination of this Agreement shall survive such expiration or earlier termination,.
t) Truth -in -Negotiation Certification, Representation and Warranty:
Stericycle, Inc. 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
Stericycle, Inc. under this Agreement are and will continue to be accurate, complete, and current.
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Stericycle, Inc. understands, agrees and acknowledges that the City shall adjust the amount of
the compensation and any additions thereto to exclude any significant sums by which the City
determines the contract price of compensation hereunder was increased due to inaccurate,
incomplete, or non-current wage rates and other factual unit costs. All such contract adjustments
shall be made within one (1) year of the end of this Agreement, whether naturally expiring or
earlier terminated pursuant to the provisions hereof.
u) Counterparts:
This Agreement may be executed in three or more counterparts, each of which shall constitute
an original, but all of which, when taken together, shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their
respective officials thereunto duly authorized.
Stericycle, Inc.:
BY:
Joe Sagala
DATE:
ATTEST:
CITY OF MIAMI, a municipal corporation:
in
DATE:
Daniel J. Alfonso, City Manager
Corporate Secretary/Notary Public ATTEST:
Corporate Seal/Notary Seal
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Todd Hannon, City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
Ann -Marie Sharpe, Director
Risk Management
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
Victoria Mendez, City Attorney