HomeMy WebLinkAboutExhibit - Professional Services AgreementCity of Miami, Florida
PROFESSIONAL SERVICES AGREEMENT
By and Between
The City of Miami, Florida
And
Compressed Air Supplies and Equipment, Inc.
This Professional Services Agreement ("Agreement") is entered into this day of
2018 by and between the City of Miami, a municipal corporation of the State
of Florida, whose address is 444 S.W. 211d Avenue, 10th Floor, Miami, Florida 33130 ("City"), and,
Compressed Air Supplies and Equipment, Inc. a Florida corporation whose principal address is
800 Old Griffin Rd. #3, Dania, FL 33004, hereinafter referred to as the ("Contractor").
RECITALS:
WHEREAS, the City of Miami has awarded Resolution , adopted on
2018, the City and Contractor entered into a Service Agreement dated
2018, to provide maintenance and repairs of Bauer Air Compressor Systems
for the Fire Rescue 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 Compressed
Air Supplies and Equipment, Inc., the sole source authorized maintenance and repair facility.
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:
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TERMS:
1. RECITALS AND INCORPORATIONS; DEFINITIONS:
The recitals are true and correct and are hereby incorporated into and made a part of this
Agreement. The Services and Scope of Work are hereby incorporated into and made a part of
this Agreement and attached hereto as Exhibit "A". Compensation to the Contractor as Exhibit
"B". The Contractor's Insurance Certificate is hereby incorporated into and made a part of this
Agreement as Exhibit "C". 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 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 additional, five (1) year periods as long as
the Manufacturer; Bauer Compressors maintains the appointment of the Contractor. The City
shall have the option to extend or terminate the Agreement for convenience, that is, for any or no
cause.
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
but not limited to full qualification to do business in Florida; (ii) it is not delinquent in the payment
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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:
The amount of compensation payable by the City to the Contractor shall be based on the
amount of repairs or maintenance required and shall not exceed $10,000.00 per year without
written justification from the Fire Rescue Department.
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
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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
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.
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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
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
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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. If the Contractor has questions
regarding the application of chapter 119, Florida statutes, to the Contractor's duty to provide public
records relating to this contract, contact the custodian of public records at (305) 416-1800, Via
email at PublicRecords@miamigov.com, or regular email at City of Miami Office of the City
Attorney, 444 SW 2nd Avenue, 9th FL, Miami, FL 33130. The Contractor may also contact the
records custodian at the City of Miami Department who is administering this Contract.
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,
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)
Consultant shall indemnify, hold and save harmless, and defend (at its own cost and
expense), the City, its officers, agents, directors, and/or employees, from all liabilities, damages,
losses, judgements, and costs, including, but not limited to, reasonable attorney's fees, to the
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extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful
misconduct of Consultant and persons employed or utilized by Consultant in the performance of
this Contract. Consultant shall further, hold the City, its officials and employees, indemnify, save
and hold harmless for, and defend (at its own cost), the City its officials and/or employees against
any civil actions, statutory or similar claims, injuries or damages arising or resulting from the
permitted Work, even if it is alleged that the City, its officials, and/or employees were negligent.
In the event that any action or proceeding is brought against the City by reason of any such claim
or demand, the Consultant shall, upon written notice from the City, resist and defend such action
or proceeding by counsel satisfactory to the City. The Consultant expressly understands and
agrees that any insurance protection required by this Contract or otherwise provided by the
Consultant shall in no way limit the responsibility to indemnify, keep and save harmless and
defend the City or its officers, employees, agents and instrumentalities as herein provided.
The indemnification provided above shall obligate the Consultant to defend, at its own expense,
to and through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to
provide for such defense, at the City's option, any and all claims of liability and all suits and actions
of every name and description which may be brought against the City, whether performed by the
Consultant, or persons employed or utilized by Consultant. These duties will survive the
cancellation or expiration of the Contract. This Section will be interpreted under the laws of the
State of Florida, including without limitation and interpretation, which conforms to the limitations
of Sections 725.06 and/or 725.08, Florida Statutes, as applicable and as amended. Consultant
shall require all sub -consultant agreements to include a provision that each sub -consultant will
indemnify the City in substantially the same language as this Section. The Consultant agrees
and recognizes that the City shall not be held liable or responsible for any claims which may result
from any actions or omissions of the Consultant in which the City participated either through
review or concurrence of the Consultant's actions. In reviewing, approving or rejecting any
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submissions by the Consultant or other acts of the Consultant, the City, in no way, assumes or
shares any responsibility or liability of the Consultant or sub -consultant under this Contract.
Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent
consideration for the granting of this Indemnification, the receipt and sufficiency of which is
voluntarily and knowingly acknowledged by the Consultant.
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.
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
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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 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.
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
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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 °C" and incorporated herein by
this reference. The Contractor shall add the City of Miami as an additional insured to its
commercial general liability, and auto liability policies, and as a named certificate holder on all
policies. Contractor shall correct any insurance certificates as requested by the City's Risk
Management Administrator. All such insurance, including renewals, shall be subject to the
approval of the City for adequacy of protection and evidence of such coverage(s) and shall be
furnished to the City Risk Management Administrator on Certificates of Insurance indicating such
insurance to be in force and effect and any cancelled or non -renewed policy will be replaced with
no coverage gap and a current Certificate of Insurance will be provided. Completed Certificates
of Insurance shall be filed with the City prior to the performance of Services hereunder, provided,
however, that Contractor shall at any time upon request file duplicate copies of the Certificate of
Insurance with the City.
B. Contractor understands and agrees that any and all liabilities regarding the use of
any of Contractor's employees or any of Contractor's subcontractors for Services related to this
Agreement shall be borne solely by Contractor throughout the term of this Agreement and that
this provision shall survive the termination of this Agreement. Contractor further understands and
agrees that insurance for each employee of Contractor and each subcontractor providing Services
related to this Agreement shall be maintained in good standing and approved by the City Risk
Management Administrator throughout the duration of this Agreement.
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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
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:
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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.
TO CONTRACTOR:
TO THE CITY:
Richard Batchelder Emilio T. Gonzalez, Ph.D.
Compressed Air Supplies and Equipment, Inc. City Manager
800 Old Griffin Rd. #3 444 SW 2nd Avenue, 10" Floor
Dania, FL 33004 Miami, FL 33130-1910
Joseph Zahralban
Chief of Fire
1151 NW 7th Street 3rd Floor
Miami, FL 33136-3604
Annie Perez, CPPD
Procurement Director
444 SW 2nd Avenue, 611 Floor
Miami, FL 33130-1910
18. MISCELLANEOUS PROVISIONS:
A. This Agreement shall be construed and enforced according to the laws of the State
of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida.
Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted
by motion or pleading, that the aforementioned courts are an improper or inconvenient venue.
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Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and
irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a
jury trial.
B. No waiver or breach of any provision of this Agreement shall constitute a waiver of
any subsequent breach of the same or any other provision hereof, and no waiver shall be effective
unless made in writing.
C. Should any provision, paragraph, sentence, word or phrase contained in this
Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable under the laws of the State of Florida or the City of Miami, such provision,
paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order
to conform with such laws, or if not modifiable, then the same shall be deemed severable, and
in either event, the remaining terms and provisions of this Agreement shall remain unmodified
and in full force and effect or limitation of its use.
D. Contractor shall comply with all applicable laws, rules and regulations in the
performance of this Agreement, including but not limited to 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.
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20. INDEPENDENT CONTRACTORS:
Contractor has been procured and is being engaged to provide Services to the City as an
Independent Contractor, and not as an agent or employee of the City. Accordingly, neither
Contractor, nor its employees, nor any subcontractor hired by Contractor to provide any Services
under this Agreement shall attain, nor be entitled to, any rights or benefits under the Civil Service
or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified
employees. Contractor further understands that Florida Workers' Compensation benefits
available to employees of the City are not available to Contractor, its employees, or any
subcontractor hired by Contractor to provide any Services hereunder, and Contractor agrees to
provide or to require subcontractor(s) to provide, as applicable, workers' compensation insurance
for any employee or agent of Contractor rendering Services to the City under this Agreement.
Contractor further understands and agrees that Contractor's or subcontractors' use or entry upon
City properties shall not in any way change its or their status as an Independent Contractor.
21. CONTINGENCY CLAUSE:
Funding for this Agreement is contingent on the availability of funds and continued
authorization for program activities and the Agreement is subject to amendment or termination
due to lack of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in
applicable laws or regulations, 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
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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,
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:
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Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding
conflicts of interest, Contractor hereby certifies to the City that no individual member of Contractor,
no employee, and no subcontractor under this Agreement nor any immediate family member of
any of the same is also a member of any board, commission, or agency of the City. Contractor
hereby represents and warrants to the City that throughout the term of this Agreement, Contractor,
its employees, and its subcontractors will abide by this prohibition of the City Code.
26. NO THIRD -PARTY BENEFICIARY:
No persons other than the Contractor and the City (and their successors 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 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
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to the provisions hereof.
29. COUNTERPARTS:
This Agreement may be executed in three (3) 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.
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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:
Print Name:
Title:
(Corporate Seal)
APPROVED AS TO LEGAL FORM
AND CORRECTNESS:
Victoria Mendez
City Attorney
"City"
CITY OF MIAMI, a municipal
corporation
By:
Emilio T. Gonz6lez, Ph.D., City Manager
"Contractor"
By:
Print Name:
Title:
(Authorized Corporate Officer)
APPROVED AS TO INSURANCE
REQUIREMENTS:
Ann -Marie Sharpe
Risk Management Director
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CORPORATE RESOLUTION
(This Resolution needs to authorize the signatory to sign)
WHEREAS, Compressed Air Supplies and Equipment, Inc., a Florida Profit Corporation,
desires to enter into an agreement with the City of Miami for the purpose of performing the work
described in the contract to which this resolution is attached; and
WHEREAS, the Board of Directors at a duly held corporate meeting has considered the
matter in accordance with the bylaws of the corporation,
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that this
corporation is authorized to enter into the Agreement with the City, and the President and the
Secretary are hereby authorized and directed to execute the Agreement in the name of this
Corporation and to execute any other document and perform any acts in connection therewith as
may be required to accomplish its purpose.
IN WITNESS WHEREOF, this day of , 2018.
An
M
Print Name: ,
Title:
Print Name:
("Contractor")
(State) Corporation
(Sign)
(Sign)
Professional Service Agreement (PSA) Compressed Air Supplies and Equipment Sole Source 13-14-038 20
City of Miami, Florida
EXHIBIT A
SCOPE OF SERVICES
Repair and or replace items per manufacturer specifications on an as needed basis.
Professional Service Agreement (PSA) Compressed Air Supplies and Equipment Sole Source 13-14-038 21
City of Miami, Florida
EXHIBIT B
Compensation
The amount of compensation payable by the City to the Contractor, shall not exceed the amounts
listed in Section 4 of this Agreement.
Professional Service Agreement (PSA) Compressed Air Supplies and Equipment Sole Source 13-14-438 22
City of Miami, Florida
EXHIBIT C
INSURANCE REQUIREMENTS
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE- BAUER
COMPRESSOR REPAIRS AND MAINTENANCE
Garage Liability
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
Waiver o Subrogation
Business Automobile Liability
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
Employer's Liability
A. Limits of Liability
$ 1,000,000 for bodily injury caused by an accident, each accident.
$ 1,000,000 for bodily injury caused by disease, each employee
$ 1,000,000 for bodily injury caused by disease, policy limit
Professional Service Agreement (PSA) Compressed Air Supplies and Equipment Sole Source 13-14-038 23
City of Miami, Florida
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 W 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
for certificates of insurance are subject to review and verification by Risk Management
prior to insurance approval.
Professional Service Agreement (PSA) Compressed Air Supplies and Equipment Sole Source 13-14-038 24