HomeMy WebLinkAboutExhibitCity of Miami, Florida
PROFESSIONAL SERVICES AGREEMENT
By and Between
The City of Miami, Florida
And
Water Management Technologies, Inc.
This Professional Services Agreement ("Agreement") is entered into this _ day of
, 2016 by and between the City of Miami, a municipal corporation of the State
of Florida, whose address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130 ("City"), and,
Water Management Technologies, Inc. a Florida corporation whose principal address is 406
Lawn Acres Ct., Hollywood, FL 33023, hereinafter referred to as the ("Contractor").
RECITALS:
WHEREAS, the City of Miami has awarded Resolution , adopted on
2016, the City and Contractor entered into a Service Agreement dated 2016, to provide
the services of the Scavenger 2000 Depollution Boat for the Public Works Department.
WHEREAS, pursuant to Section 18-92 of the Code of the City of Miami, Florida, as
amended ("City Code"), the Chief Procurement Officer has adopted a finding that Water
Management Technologies, Inc., is the sole source, authorized service provider for the Scavenger
2000 Depollution Boat; and
WHEREAS, the findings of the Chief Procurement Officer have been approved and
adopted as the finding of the City Manager; and
WHEREAS, the City Manager and the Chief Procurement Officer recommend that the
requirements for competitive sealed bidding procedures be waived and that the procurement of
the above service, as specified, be approved; and
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, Contractor and the City agree as follows:
SS 15-16-044, Scavenger 2000 Depollution Boat 1
City of Miami, Florida
TERMS:
1. RECITALS AND INCORPORATIONS; DEFINITIONS:
A. The recitals are true and correct and are hereby incorporated into and made a part
of this Agreement. The Services and Scope of Work are hereby incorporated into and made a
part of this Agreements and attached hereto as Exhibit "A". The Contractor's Pricing Proposal
dated July 14, 2016, is hereby incorporated into and made a part of this Agreement and attached
as Exhibit "B". The Contractor's Frequency of Maintenance of City's Waterways on a Monthly
Basis is hereby incorporated into and made a part of this Agreement and attached as Exhibit "C".
The Contractor's Insurance Certificate is hereby incorporated into and made a part of this
Agreement as attached Exhibit "D". The order of precedence whenever there is conflicting or
inconsistent language between documents is as follows in descending order of priority: (1)
Professional Services Agreement ("PSA") and (2) Contractor's response dated ,
2016, acknowledging scope of services and pricing component of services.
2. TERM: (Non -Negotiable)
The Agreement shall become effective on the date on the first page, and shall be for the
duration of one (1) year with the option to renew for two (2) additional, one (1) year periods. The
City shall have the option to extend or terminate the Agreement for convenience, that is, for any
or no cause. 'i
3. SCOPE OF SERVICES:
A. Contractor agrees to 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, authorizations, and expertise required for the performance of the Services, including
SS 15-16-044, Scavenger 2000 Depollution Boat 2
City of Miami, Florida
but not limited to full qualification to do business in Florida; (ii) it is not delinquent in the payment
of any sums due the City, including payment of permits, fees, occupational licenses, etc., nor in
the performance of any obligations or payment of any monies to the City; (iii) all personnel
assigned to perform the Services are and shall be, at all times during the term hereof, fully
qualified and trained to perform the tasks assigned to each; (iv) the Services will be performed in
the manner described in Exhibit "A"; and (v) each person executing this Agreement on behalf of
Contractor has been duly authorized to so execute the same and fully bind Contractor as a party
to this Agreement.
C. Contractor shall at all times provide fully qualified, competent and physically
capable employees to perform the Services under this Agreement. City may require Contractor
to remove any employee the City deems careless, incompetent, insubordinate, or otherwise
objectionable and whose continued services under this Agreement is not in the best interest of
the City.
4. COMPENSATION:
A. The amount of compensation payable by the City to the Contractor shall be based
on the rates quoted in Exhibit "B" hereto, which by this reference is incorporated into and made a
part of this Agreement; provided, however, that in no event shall the amount of compensation
exceed a combined total of $250,000 per year for the Services.
B. Unless otherwise specifically provided in Exhibit "B", payment shall be made within
thirty (30) 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 so as 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.
SS 15-16-044, Scavenger 2000 Depollution Boat 3
City of Miami, Florida
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 shall pay Contractor one hundred percent (100%) of each total invoice
amount, up to a sum total of $250,000 for a one (1) year term contract.
5. 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, 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, 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, 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 which result upon the completion of the work and
Services under this Agreement as per the terms of this Section 5.
6. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION: (Non -Negotiable)
A. Contractor agrees to provide access to the City or to any of its duly authorized
representatives, to any books, documents, papers, and records of Contractor which are directly
pertinent to this Agreement, for the purpose of 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
SS 15-16-044, Scavenger 2000 Depollution Boat 4
City of Miami, Florida
payment by the City to Contractor under this Agreement, audit and inspect, or cause to be audited
and inspected, those books, documents, papers, and records of Contractor which are related to
Contractor's performance under this Agreement. Contractor agrees to maintain any and all such
books, documents, papers, and records at its principal place of business for a period of three (3)
years after final payment is made under this Agreement and all other pending matters are closed.
Contractor's failure to adhere to, or refusal to comply with, this condition shall result in the
immediate cancellation of this Agreement by the City.
B. The City may, at reasonable times during the term hereof, inspect the Contractor's
facilities and perform such tests, as the City deems reasonably necessary, to determine whether
the goods or services required to be provided by Contractor under this Agreement conform to the
terms hereof. Contractor shall make available to the City all reasonable facilities and assistance
to facilitate the performance of tests or inspections by City representatives. All tests and
inspections shall be subject to, and made in accordance with, the provisions of Section 18-101
and 18-102 of the Code of the City of Miami, Florida as same may be amended or supplemented,
from time to time.
7. AWARD OF AGREEMENT:
Contractor represents and warrants to the City that it has not employed or retained any
person or company employed by the City to solicit or secure this Agreement and that it has not
offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage
fee, or gift of any kind contingent upon or in connection with, the award of this Agreement.
8. PUBLIC RECORDS: (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
SS 15-16-044, Scavenger 2000 Depollution Boat 5
City of Miami, Florida
documents subject to disclosure under applicable laws. Contractor's failure or refusal to comply
with the provisions of this section shall result in the immediate cancellation of this Agreement by
the City.
B. Contractor shall additionally comply with Section 119.0701, Florida Statutes,
including without limitation: (1) keep and maintain public records that ordinarily and necessarily
would be required by the City to perform this service; (2) 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.
9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: (Non -Negotiable)
Contractor understands that agreements with local governments are subject to certain
laws and regulations, including laws pertaining to public records, conflict of interest, record
keeping, etc. City and Contractor agree to comply with and observe all such applicable federal,
SS 15-16-044, Scavenger 2000 Depollution Boat 6
City of Miami, Florida
state and local laws, rules, regulations, codes and ordinances, as they may be amended from
time to time.
Contractor further agrees to include in all of Contractor's agreements with subcontractors
for any Services related to this Agreement this provision requiring subcontractors to comply with
and observe all applicable federal, state, and local laws rules, regulations, codes and ordinances,
as they may be amended from time to time.
10. INDEMNIFICATION: (Non -Negotiable)
Contractor shall indemnify, hold/ save harmless, and defend at its own costs and expense,
the City and its officials and 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 damage 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 Contractor or its
employees or subcontractors (collectively referred to as "Contractor") which is directly caused, 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 them, or (ii) the failure of the Contractor to comply materially
with any of the requirements herein, or the failure of the Contractor 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. Contractor 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 Contractor, or any of its subcontractors, as
provided above, for which the Contractor's liability to such employee or former employee would
otherwise be limited to payments understate Workers' Compensation or similar laws. Contractor
SS 15-16-044, Scavenger 2000 Depollution Boat 7
City of Miami, Florida
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 Contractor's negligent performance under this
Agreement, compliance with which is left by this Agreement to Contractor, and (ii) any and all
claims, and/or suits for labor and materials furnished by Contractor 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. Contractor's obligations to indemnify, defend and hold harmless the Indemnitees shall
survive the termination/expiration of this Agreement.
Contractor 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 Contractor
throughout the duration of this Agreement and that this provision shall survive the termination or
expiration of this Agreement, as applicable.
11. DEFAULT:
If Contractor fails to comply materially with any term or condition of this Agreement, or fails
to perform in any material way any of its obligations hereunder, and fails to cure such failure after
reasonable notice from the City, then Contractor shall be in default. Contractor understands and
agrees that termination of this Agreement under this section shall not release Contractor from any
obligation accruing prior to the effective date of termination. Should Contractor be unable or
unwilling to commence to perform the Services within the time provided or contemplated herein,
then, in addition to the foregoing, Contractor shall be liable to the City for all expenses incurred
by the City in preparation and negotiation of this Agreement, as well as all costs and expenses
incurred by the City in the re -procurement of the Services, including consequential and incidental
damages.
SS 15-16-044, Scavenger 2000 Depollution Boat 8
City of Miami, Florida
12. RESOLUTION OF AGREEMENT DISPUTES:
Contractor understands and agrees that all disputes between Contractor and the City
based upon an alleged violation of the terms of this Agreement by the City shall be submitted to
the City Manager for his/her resolution, prior to Contractor being entitled to seek judicial relief in
connection therewith. In the event that the amount of compensation hereunder exceeds Twenty -
Five Thousand Dollars and No/Cents ($25,000), 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.
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.
SS 15-16-044, Scavenger 2000 Depollution Boat 9
City of Miami, Florida
B. The City, by and acting through its City Manager, shall have the right to terminate
this Agreement, in its sole discretion, and without penalty, upon the occurrence of an event of a
material breach hereunder, and failure to cure the same within thirty (30) days after written notice
of default. In such event, the City shall not be obligated to pay any amounts to Contractor for
Services rendered by Contractor after the date of termination, but the parties shall remain
responsible for any payments that have become due and owing as of the effective date of
termination. In no event shall the City be liable to Contractor for any additional compensation and
expenses incurred, other than that provided herein, and in no event shall the City be liable for any
direct, indirect, consequential or incidental damages.
14. INSURANCE:
A. Contractor shall, at all times during the term hereof, maintain such insurance
coverage(s) as may be required by the City. The insurance coverage(s) required as of the
Effective Date of this Agreement are attached hereto as Exhibit "D" and incorporated herein by
this reference. The Contractor shall add the City 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,
however, that Contractor shall at any time upon request file duplicate copies of the Certificate of
Insurance with the City.
SS 15-16-044, Scavenger 2000 Depollution Boat 10
City of Miami, Florida
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
coverages are bound with the insurers. In the event that expired certificates are not replaced, with
new or renewed certificates which cover the term of this Agreement and any extension thereof:
(i) the City shall suspend this Agreement until such time as the new or renewed
certificate(s) are received in acceptable form by the City's Risk Management
Administrator; or
(ii) the City may, at its sole discretion, terminate the Agreement for cause and seek
re -procurement damages from Contractor in conjunction with the violation of the terms
and conditions of this Agreement.
D. Compliance with the foregoing requirements shall not relieve Contractor of its
liabilities and obligations under this Agreement.
15. NONDISCRIMINATION: (Non -Negotiable)
Contractor represents 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
SS 15-16-044, Scavenger 2000 Depollution Boat 1 1
City of Miami, Florida
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.
16. ASSIGNMENT:
This Agreement shall not be assigned by Contractor, in whole or in part, and Contractor
shall not assign any part of its operations, 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.
SS 15-16-044, Scavenger 2000 Depollution Boat 12
City of Miami, Florida
TO CONTRACTOR:
Sophie Mastriano, President
Water Management Technologies, Inc.
406 Lawn Acres, Court
Hollywood, FL 33023
18. MISCELLANEOUS PROVISIONS:
TO THE CITY:
Daniel J. Alfonso
City Manager
444 SW 2nd Avenue, 10th Floor
Miami, FL 33130-1910
Juvenal Santana, PE, CFM
Public Works Director
444 SW 2nd Avenue, 8th Floor
Miami, FL 33130-1910
Annie Perez, CPPO
Procurement Director
444 SW 2nd Avenue, 6th Floor
Miami, FL 33130-1910
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
SS 15-16-044, Scavenger 2000 Depollution Boat 13
City of Miami, Florida
in either event, the remaining terms and provisions of this Agreement shall remain unmodified
and in full force and effect or limitation of its use.
D. Contractor shall comply with all applicable laws, rules and regulations in the
performance of this Agreement, including but not limited to licensure, and certifications required
by law for professional service Contractors.
E. This Agreement constitutes the sole and entire agreement between the parties
hereto. No modification or amendment hereto shall be valid unless in writing and executed by
properly authorized representatives of the parties hereto. Except as otherwise set forth in Section
2 above, the City Manager shall have the sole authority to extend, amend, or modify this
Agreement on behalf of the City.
19. SUCCESSORS AND ASSIGNS:
This Agreement shall be binding upon the parties hereto, their heirs, executors, legal
representatives, successors, or assigns.
20. INDEPENDENT CONTRACTORS:
Contractor has been procured and is being engaged to provide Services to the City as an
Independent Contractor, and not as an agent or employee of the City. Accordingly, neither
Contractor, nor its employees, nor any subcontractor hired by Contractor to provide any Services
under this Agreement shall attain, nor be entitled to, any rights or benefits under the Civil Service
or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified
employees. Contractor further understands that Florida Workers' Compensation benefits
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.
SS 15-16-044, Scavenger 2000 Depollution Boat 14
City of Miami, Florida
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, upon thirty (30) days written notice.
22. FORCE MAJEURE:
A "Force Majeure Event" shall mean an act of God, act of governmental body or military
authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters,
epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or
embargo. In the event that either party is delayed in the performance of any act or obligation
pursuant to or required by the Agreement by reason of a Force Majeure Event, the time for
required completion of such act or obligation shall be extended by the number of days equal
to the total number of days, if any, that such party is actually delayed by such Force Majeure
Event. The party seeking delay in performance shall give notice to the other party specifying
the anticipated duration of the delay, and if such delay shall extend beyond the duration
specified in such notice, additional notice shall be repeated no less than monthly so long as
such delay due to a Force Majeure Event continues. Any party seeking delay in performance
due to a Force Majeure Event shall use its best efforts to rectify any condition causing such
delay and shall cooperate with the other party to overcome any delay that has resulted.
23. CITY NOT LIABLE FOR DELAYS: (Non -Negotiable)
Contractor hereby understands and agrees that in no event shall the City be liable for,
SS 15-16-044, Scavenger 2000 Depollution Boat 15
City of Miami, Florida
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: Contractor understands and agrees that the City is not engaged in
research for advertising, sales promotion, or other publicity purposes. Contractor is allowed, within
the limited scope of normal and customary marketing and promotion of its work, to use the general
results of this project and the name of the City. The Contractor agrees to protect any confidential
information provided by the City and will not release information of a specific nature without prior
written consent of the City Manager or the City Commission.
25. NO CONFLICT OF INTEREST: Pursuant to City of Miami Code Section 2-611, as
amended ("City Code"), regarding conflicts of interest, Contractor hereby certifies to the City that
no individual member of Contractor, 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. a
26. NO THIRD -PARTY BENEFICIARY: No persons other than the Contractor and the City
(and their successors and assigns) shall have any rights whatsoever under this Agreement.
27. SURVIVAL: All obligations (including but not limited to indemnity and obligations to
defend and hold harmless) and rights of any party arising during or attributable to the period prior
to expiration or earlier termination of this Agreement shall survive such expiration or earlier
SS 15-16-044, Scavenger 2000 Depollution Boat 16
City of Miami, Florida
termination.
28. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND WARRANTY:
Contractor hereby certifies, represents and warrants to the City that on the date of Contractor's
execution of this Agreement, and so long as this Agreement shall remain in full force and effect,
the wage rates and other factual unit costs supporting the compensation to Contractor under this
Agreement are and will continue to be accurate, complete, and current. Contractor understands,
agrees and acknowledges that the City shall adjust the amount of the compensation and any
additions thereto to exclude any significant sums by which the City determines the contract price
of compensation hereunder was increased due to inaccurate, incomplete, or non-current wage
rates and other factual unit costs. All such contract adjustments shall be made within one (1) year
of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the
provisions hereof.
29. COUNTERPARTS: This Agreement may be executed in three or more counterparts,
each of which shall constitute an original, but all of which, when taken together, shall constitute
one and the same agreement.
30. 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.
SS 15-16-044, Scavenger 2000 Depollution Boat 17
City of Miami, Florida
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their
respective officials thereunto duly authorized, this the day and year above written.
ATTEST:
Todd B. Hannon, City Clerk
ATTEST:
"City"
CITY OF MIAMI, a municipal
corporation
By:
Daniel J. Alfonso, City Manager
"Contractor"
go
Print Name: Print Name:
Title:
(Corporate Seal)
APPROVED AS TO LEGAL FORM
AND CORRECTNESS:
Victoria Mendez
City Attorney
Title:
(Authorized Corporate Officer)
APPROVED AS TO INSURANCE
REQUIREMENTS:
Ann -Marie Sharpe
Risk Management Director
SS 15-16-044, Scavenger 2000 Depollution Boat is
City of Miami, Florida
CORPORATE RESOLUTION
(This Resolution needs to authorize the signatory to sign)
WHEREAS, Water Management Technologies, Inc., a Florida 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 , 2016.
An
By:
Print Name: ,
Title:
Print Name:
("Contractor")
(State) Corporation
(Sign)
(Sign)
SS 15-16-044, Scavenger 2000 Depollution Boat 19
City of Miami, Florida
EXHIBIT A
SCOPE OF SERVICES
This project consists of the collection of floatable debris in the water surfaces under the
jurisdiction of the City of Miami (City) including the Biscayne Bay area, navigable tributaries and
its marinas. It also calls for oxygenation injection and water treatment system. Floatable debris
are to be considered as any material floating within the first two (2) feet of water and includes
aluminum cans, plastic bags, toys, vegetation, animal debris, wood, leaves, etc.
Contractor shall store this debris at selected staging areas approved by the City Engineer.
The debris shall be carried from the staging areas to a Miami -Dade County disposal facility at the
Contractor's expense.
The Scavenger 2000 shall implement its oxygen aeration and decontamination process
within any navigable body of water encountered. The following are receiving navigable streams
for the outfalls within the jurisdiction of the City Municipal Separate Storm Sewer System (MS4)
permit: Biscayne Bay, Miami River, Davis and Ademar Canals, Miami Canal, Little River,
Lawrence Waterway and Seybold Canal. The City shall inform Water Management Technologies,
Inc. where they require the vessel to work.
The Contractor shall work a maximum of thirty (30) hours per week; twenty-five (25) hours
for treating the navigable waterways per Contract and five (5) hours a week at the Miami River at
no cost to the City. I
Contractor will provide, every year, a water analysis report to the City from a different
selected location regarding the following parameters which are:
Human fecal coliform
Total coliform
Bacteria Count
Algae Count
Ph, Temperature
SS 15-16-044, Scavenger 2000 Depollution Boat 20
City of Miami, Florida
:eb
The City will provide free docking space for the Scavenger 2000 including water and
electricity at the MRC Docking area.
SS 15-16-044, Scavenger 2000 Depollution Boat 21
City of Miami, Florida
EXHIBIT B
PRICING PROPOSAL
A. Amount of Contract - $250,000 per year
Break down: $250,000 for fifty (50) weeks maximum of thirty (30) hours (twenty-five (25)
hours per week per Contract and five (5) hours at the Miami River, free of charge).
B. Term of Contract - One (1) year (fifty (50) weeks) with the option to renew for two (2)
additional, one (1) year periods to start three (3) days after Notice to Proceed is issued by
the Public Works Department.
C. Contractor will work a maximum of thirty (30) hours per week for fifty (50) weeks a year
(except in case of force majeure) at two hundred dollars ($200) per hour.
D. Contractor will provide the City details of his work on a form attached to the invoice
submitted for payment of his weekly Services.
E. Contractor will send to the City every Monday, an invoice for the amount of hours worked
in preceding week. Attached to that invoice will be the details of work performed by the
Contractor. The City will pay weekly to the Contractor 100% of invoice amount.
F. Contractor shall work a maximum of thirty (30) hours per week for fifty (50) weeks. Twenty-
five (25) hours a week per Contract and five (5) hours a week will be added to the total
work, at no charge to the City, as special discount, if the Contract is to be renewable for
two (2) years. See Exhibit "C".
G. The working area locations as sited in Exhibit "C" are subject to change. Any deviation
from the weekly schedule requires the prior written approval of the City Engineer.
H. Pick up and trash removal: Included in price.
Annual Water Analysis report: Included in price.
SS 15-16-044, Scavenger 2000 Depollution Boat 22
City of Miami, Florida
EXHIBIT C
FREQUENCY OF MAINTENANCE OF CITY'S WATERWAYS ON A MONTHLY BASIS
WEEK 1 — Biscayne Bay / North of River (30 Hours Maximum) for 50 Weeks
Working Area
Day 1
Day 2
Day 3
Day 4
Day 5
Total
(30 Hours)
Bayside Marina
2 hrs
1 hr
1 hr
2 hrs
1 hr
7 hrs
American Airlines Arena Cove
2 hrs
1 hr
1 hr
1 hr
1 hr
6 hrs
NE 21 Street Cove
2 hrs
1 hr
1 hr
1 hr
1 hr
6 hrs
NE 28 Street Cove
2 hrs
1 hr
1 hr
1 hr
1 hr
6 hrs
Miami River — No Charge to City
1 hr
1 hr
1 hr
1 hr
1 hr
5 hrs
WEEK 2 — Biscayne Bay / North of River (30 Hours Maximum) for 50 Weeks
Working Area
Day 1
Day 2
Day 3
Day 4
Day 5
Total
(30 Hours)
Davis Canal
2 hrs
1 hr
1 hr
2 hrs
1 hr
7 hrs
Ademar Canal
2 hrs
1 hr
1 hr
1 hr
1 hr
6 hrs
Little River
2 hrs
1 hr
1 hr
1 hr
1 hr
6 hrs
Biscayne Bay
2 hrs
1 hr
1 hr
1 hr
1 hr
6 hrs
Miami River — No Charge to City
1 hr
1 hr
1 hr
1 hr
1 hr
5 hrs
WEEK 3 — Biscayne Bay / South of River (30 Hours Maximum) for 50 Weeks
Working Area
Day 1
Day 2
Day 3
Day 4
Day 5
Total
(30 Hours)
Dinner Key Marina
2 hrs
1 hr
2 hrs
1 hr
2 hrs
8 hrs
Grove Key Marina
2 hrs
1 hr
2 hrs
1 hr
2 hrs
8 hrs
Biscayne Bay
2 hrs
2 hrs
2 hrs
1 hr
2 hrs
9 hrs
Miami River — No Charge to City
1 hr
1 hr
1 hr
1 hr
1 hr
5 hrs
WEEK 4 — Through the Miami River (30 Hours Maximum) for 50 Weeks
Working Area
Day 1
Day 2
Day 3
Day 4
Day 5
Total
(30 Hours)
Seybold Canal
2 hrs
1 hr
1 hr
2 hrs
1 hr
7 hrs
Lawrence Waterway
2 hrs
1 hr
1 hr
1 hr
1 hr
6 hrs
South Fork Miami River
2 hrs
1 hr
1 hr
1 hr
1 hr
6 hrs
Miami Canal
2 hrs
1 hr
1 hr
1 hr
1 hr
6 hrs
Miami River — No Charge to City
1 hr
1 hr
1 hr
1 hr
1 hr
5 hrs
SS 15-16-044, Scavenger 2000 Depollution Boat 23
City of Miami, Florida
I.
II.
EXHIBIT D
INSURANCE REQUIREMENTS
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE -
SCAVENGER 2000
Commercial General Liability (Primary & Non Contributory)
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $ 1,000,000
General Aggregate Limit $ 2,000,000
Products/Completed Operations $ 1,000,000
Personal and Advertising Injury $ 1,000,000
B. Endorsements Required
City of Miami listed an additional insured
Primary and Non Contributory Liability
Contingent and Contractual Exposures
Premises/Operations Liability
Business Automobile Liability (If Applicable)
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000
B. Endorsements Required
City of Miami listed as an additional insured
Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of subrogation
USL&H
Employer's Liability
A. Limits of Liability
$ 1,000,000 for bodily injury caused by an accident, each accident.
SS 15-16-044, Scavenger 2000 Depollution Boat 24
City of Miami, Florida
$ 1,000,000 for bodily injury caused by disease, each employee
$ 1,000,000 for bodily injury caused by disease, policy limit
IV. Protection and Indemnity Coverage/Jones Act Included
A. Limits of Liability $ 1,000,000
City of Miami listed as an additional insured
V. Pollution Liability $ 1,000,000
City of Miami listed as an additional insured
VL Hull Declared Value
The above policies shall provide the City of Miami with written notice of cancellation or
material change from the insurer not less than (30) days prior to any such cancellation or
material change, or in accordance with policy provisions.
Companies authorized to do business in the State of Florida, with the following qualifications,
shall issue all insurance policies required above:
The company must be rated no less than "A" as to management, and no less than "Class
V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by
A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates
of insurance are subject to review and verification by Risk Management prior to insurance
approval.
SS 15-16-044, Scavenger 2000 Depollution Boat 25