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HomeMy WebLinkAboutExhibitJUVENAL. SANTANA. P.E., CFM Public Works Director t1,ttv of ffliami DANIFL_ I. Al ONtiO C'6 Nlana"cr SUPPLEMENT TO CONTRACT BETWEEN CITY OF DORAL AND ENVIROWASTE SERVICES GROUP, INC. The City of Miami (City) is accessing the above mentioned agreement to City of Doral contract for Catch Basin Maintenance Program. That Agreement titled, Request for Proposal (RFP) 2013-32 for Catch Basin Maintenance Program from Envirowaste Services Group, Inc., made and entered effective as of February 19, 2014 is attached hereto and is incorporated by reference herein. This supplement to the Contract between City of Doral and Envirowaste Services Group, Inc.; hereinafter referred to as "Contractor," includes City legal requirements. The term of this Agreement is as stated in the Contract Award Sheet. The effective date of access by the City is January 2017. a) Indemnification: Contractor shall, at their own cost and expense, indemnify, defend, and hold the City, its employees, agencies, instrumentalities, and its officials harmless from any and all claims, liabilities, losses, damages, penalties, fines, and causes of action, 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 the negligent performance, or non-performance of the services contemplated by this agreement (whether active or passive) of Contractor, its employees, or subcontractors which is directly caused, in whole, or in part by any act, omission, default, or negligence of the Contractor. The Contractor further agrees to indemnify, defend, and hold harmless the City, its employees, agents, instrumentalities, and its officials from and against 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. This section shall be interpreted to comply with section 725.06, and 725.08, Florida statutes. 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. Ten dollars of the consideration paid by the City is acknowledged by Contractor as separate, good and sufficient consideration for this indemnification. b) Audit And Inspection Rights And Retention Of Records: Contractor 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 Contractor 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. Contractor's failure or refusal to comply with the provisions of this section shall result in immediate termination of the contract by the City. Pursuant to the provisions of Section 119.0701, Florida Statutes, Miami -Dade County must comply with the Florida Public Records Laws, specifically Miami -Dade County must: 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 contractor 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. c) Independent Contractor: This Agreement does not create an employee/employer relationship between the parties. It is the express intent of the parties that Contractor 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. Contractor shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Contractor activities and responsibilities hereunder. Contractor 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 Contractor and the City, and the City will not be liable for any obligation incurred by Contractor, 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 Contractor or its officials, agents, servants and employees. Page 2 d) 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 Juvenal Santana, P.E., CFM Public Works Director City of Miami 444 SW 2nd Avenue, 8th Floor Miami, Florida 33130 CITY OF DORAL: Government Center 8401 NW 531d Terrace Doral, FL 33166 e) Laws and Ordinances: Contractor 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. f) Equal Employment Opportunity: In the performance of this Agreement, Contractor shall not discriminate against any firm, employee or applicant for employment or any other firm or individual in providing services because of sex, age, race, color, religion, ancestry, disability, or national origin. g) Insurance: Contractor 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 Page 3 Omissions Insurance to assure the protection contained in the foregoing indemnification undertaken by contractor. 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. 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 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 Cities Risk Management Department at the time Contractor executes this Agreement. h) 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 Contractor at least thirty (30) calendar days prior to the effective date of such termination. In such event, the City shall pay Contractor's 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. 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. i) Mediation: The 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. j) 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. Page 4 k) 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. 1) 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, 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. 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. m) 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. n) 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. o) 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) Page 5 year of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the provisions hereof. p) 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. CONTRACTOR: NAME TITLE DATE ATTEST: Page 6 CITY OF MIAMI, a municipal corporation: 143 DATE: ATTEST: Daniel J. Alfonso, City Manager 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