Loading...
HomeMy WebLinkAboutExhibit ACity of Miami, Florida PROFESSIONAL SERVICES AGREEMENT By and Between The City of Miami, Florida And Hoover Pumping Systems Corporation This Professional Services Agreement ("Agreement") is entered into this day of 2019 by and between the City of Miami, a municipal corporation of the State of Florida, whose address is 444 S.W. 21d Avenue, 10th Floor, Miami, Florida 33130 ("City"), and, Hoover Pumping Systems Corporation ("Hoover"), a Florida corporation whose principal address is 2801 N Powerline Road, Pompano Beach, FL 33069, hereinafter referred to as the ("Contractor"). RECITALS: WHEREAS, the City of Miami has awarded Resolution , adopted on 2019, the City and Contractor entered into a Service Agreement dated 2019, to provide maintenance and repair services for the Parks and Recreation Department ("Parks") irrigation pumping systems. 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 Hoover, is the sole source for the maintenance and parts of the Hoover Pumping Stations ("Stations") located in various parks ; 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 City of Miami, Florida NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Contractor and the City agree as follows: 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 three (3) years with automatic annual renewals as long as the manufacturer, Hoover remains the sole source for repair and maintenance. 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 City of Miami, Florida 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 on Exhibit "B". 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. 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. City of Miami, Florida D. The City shall pay Contractor one hundred percent (100°/x) of each total invoice as quoted on each remount service. 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: 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 City of Miami, Florida immediate cancellation of this Agreement by the City. Audits will be conducted in accordance with the provisions of Section 18-102 of the Code of the City of Miami, Florida as same may be amended or supplemented, from time to time. B. The City may, at reasonable times during the 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 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: 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) upon request from the City's custodian City of Miami, Florida of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, 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 for the duration of the contract term and following completion of the Agreement if the Contractor does not transfer the records to the City; (4) upon completion of the Agreement, transfer, at no cost, to the City all public records in possession of the Contractor or keep and maintain public records required by the City to perform the service, if the Contractor transfers all public records to the City upon completion of the Agreement, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, if the Contractor keeps and maintains public records upon completion of the Agreement, the Contractor shall meet all applicable requirements for retaining public records, all records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City.. 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 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 THE CONTRACT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS(aD-MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9T" FLOOR, MIAMI, FL 33130. THE CONTRACTOR MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. City of Miami, Florida 9. COMPLIANCE WITH FEDERAL STATE AND LOCAL LAWS: 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: Contractor 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 extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in the performance of this Contract. Contractor 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 Contractor shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Contractor expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by the Contractor 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. City of Miami, Florida The indemnification provided above shall obligate the Contractor 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 Contractor, or persons employed or utilized by Contractor. 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. Contractor shall require all sub-contractor(s) agreements to include a provision that each sub -contractors) will indemnify the City in substantially the same language as this Section. The Contractor 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 Contractor in which the City participated either through review or concurrence of the Contractor's actions. In reviewing, approving or rejecting any submissions by the Contractor or other acts of the Contractor, the City, in no way, assumes or shares any responsibility or liability of the Contractor or sub-contractor(s) 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 Contractor. City of Miami, Florida 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 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 City of Miami, Florida 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: 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 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 City of Miami, Florida 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. 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: City of Miami, Florida (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: 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: 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 City of Miami, Florida 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: Brent Hoover Hoover Pumping Systems Corporation 2801 N Powerline Road Pompano Beach, FL 33069 18. MISCELLANEOUS PROVISIONS: TO THE CITY: Emilio T. Gonzalez,Ph.D City Manager 3500 Pan American Dr. Miami, FL 33133-1910 Victoria Mendez City Attorney 444 SW 2nd Avenue, 9th Floor Miami, FL 33128-1910 Lara De Souza Director of Parks and Recreation 444 SW 2nd Avenue, 8th Floor Miami, FL 33142 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. City of Miami, Florida 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. 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 City of Miami, Florida 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 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: City of Miami, Florida 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: 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. City of Miami, Florida 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 (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. 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: 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. Gonzalez, Ph.D, City Manager "Hoover Pumping Systems Corporation" 0 Print Name: Title: (Authorized Corporate Officer) APPROVED AS TO INSURANCE REQUIREMENTS: Ann -Marie Sharpe Risk Management Director City of Miami, Florida CORPORATE RESOLUTION (This Resolution needs to authorize the signatory to sign) WHEREAS, Hoover Pumping Systems Corporation., 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 , 2019. An: A Print Name: Title: Print Name: Title: ("Contractor") (State) Corporation (Sign) (Sign) City of Miami, Florida EXHIBIT A SCOPE OF SERVICES Hoover Shall: The Hoover Maintenance Plus Program includes twenty- four (24) hour a day, seven (7) days a week remote automatic monitoring of the irrigation and pump system via Hoover FlowguardTM combined with two preventative maintenance visits to the site per year by a Hoover Certified Pump Technician. The following will be furnished: • Priority Scheduling -When repair service is required. No $289.00 Evaluation fee for service requests. • Hoover Flowguard TM proactive system support and remote access, automated system alerts and warnings via e-mail, priority service scheduling, up to eight (8) hours assistance from the Hoover Help Desk and written recommendations for problem correction. • Pump Control Panel -Test control logic, torque electrical connections to UL specification, treat components with anti -oxidant protective spray, test and replace surge protection components. • Pump Motors -Service bearings (if applicable), check operation and current draw against specification. • Pumps -Check condition of seal. Confirm flow and pressure performance. • Control/Shut Off Valve -Check pilots, clean filter Calibrate valve, replace worn diaphragm. • Flow Meter -Test flow meter and pressure transducer for proper operation. Calibrate flow meter as required by Florida Water Management District upon client request. • Pressure Tank -Check and adjust tank pre -charge pressure as required. • Suction Intake -Evaluate intake performance and recommend screen cleaning (if applicable) as required. Adjust self-cleaning screen return pressure and clean filter (if applicable). • Fiberglass Enclosure -Check lockable handle, hinges and opening mechanism. • Discounted Pricing -Discount off list price for numerous replacement components. • Report -To be submitted upon completion of service call with findings and recommendations. The following items are excluded from the program: • Suction intake cleaning or adjustments due to changing water levels • Repairs due to failure of any electrical or mechanical components due to mistreatment of the system and other causes not covered by Hoover Pumping Systems warranty • Repairs due to failures or recurring problems caused by poor water quality including chemical or biological fouling or field irrigation system problems • Repairs due to vandalism, accidents, negligence or natural events including wind, flood, power surge and lightning • Repairs due to operating the irrigation system above the station design. Repeated rapid cycling of pump system due to irrigation system leaks. City of Miami, Florida 47iW117 Compensation The amount of compensation payable by the City to the Contractor, shall be based on the rates quoted by Hoover Pumping Systems Corporation and accepted by the City, which are attached. These are guaranteed maximum amounts and cannot be exceeded by more than 5 % absent a prior enabling amendment with sufficient cause provided. City of Miami, Florida EXHIBIT C INSURANCE REQUIREMENTS I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $1,000,000 Products/Completed Operations $1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami listed as an additional insured Contingent and Contractual Liability Primary Insurance Clause Endorsement II. 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 III. Pollution (If Applicable) A. Limits of Liability Each Pollution Incident $1,000,000 Aggregate Loss Limit $1,000,000 IV. Worker's Compensation Limits of Liability Statutory -State of Florida Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident. City of Miami, Florida $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: 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 subject to the approval of the City's Department of Risk Management. Companies not meeting the above rating requirements shall submit proof of Reinsurance from qualifying insurers having or exceeding the required rating criteria. Certificates of insurance will indicate no modification or change in insurance without (30) days in advance notice to the certificate holder. OOVER� PUMPING SYSTEMS Date: 01/22/19 To: City of Miami Phone: 305-960-3016 Lina Blanco Fax: 305-400-5360 Subject: Flowguard Maintenance Agreement Hoover Site/Site#: City of Miami Grapeland Park, ID#5612 Hoover Model Number: HC2F-25J5PD-460/3-AMR2W-E24 Two Year Contract Term: 411/19-3/31/21 The Hoover Maintenance Plus Program includes 24/7 remote automatic monitoring of the irrigation and pump system via Hoover FlowguardTM combined with two preventative maintenance visits to the site per year by a Hoover Certified Pump Technician. The following will be furnished: • Priority Scheduling -When repair service is required. No $289.00 Evaluation fee for service requests. • Hoover FlowguardTM proactive system support and remote access, automated system alerts and warnings via e-mail, priority seNce scheduling, up to 8 hours assistance from the Hoover Help Desk and written recommendations for problem correction. • Pump Control Panel -Test control logic, torque electrical connections to LIL specification, treat components with anti -oxidant protective spray, test and replace surge protection components. • Pump motors -Service bearings (if applicable), check operation and current draw against specification. • Pumps -Check condition of seal. Confirm flow and pressure performance. • Control/Shut Off Valve -Check pilots, clean filter. Calibrate valve, replace worn diaphragm. • Flow Meter -Test flow meter and pressure transducer for proper operation. Calibrate flow meter as required by Florida Water Management District upon client request. • Pressure Tank -Check and adjust tank precharge pressure as required. • Suction Intake -Evaluate intake performance and recommend screen cleaning (if applicable) as required. Adjust self-cleaning screen return pressure and clean filter (if applicable). • Fiberglass Enclosure -Check lockable handle, hinges and opening mechanism. • Discounted Pricing -Discount off list price for numerous replacement components. • Report -To be submitted upon completion of service call with findings and recommendations. The following items are excluded from the program: • Suction intake cleaning or adjustments due to changing water levels • Repairs due to failure of any electrical or mechanical components due to mistreatment of the system and other causes not covered by Hoover Pumping Systems warranty • Repairs due to failures or recurring problems caused by poor water quality including chemical or biological fouling or field irrigation system problems • Repairs due to vandalism, accidents, negligence or natural events including wind, flood, power surge and lightning • Repairs due to operating the irrigation system above the station design. Repeated rapid cycling of pump system due to irrigation system leaks. PAYMENT PLAN -SELECT ONE: Check One: 1. Two Year 24 month agreement Lump Sum $4,870.00/2Year 2. Semi -Term payment due Months 1 and 13 $2,508.00/each Terms: This agreement becomes effective on the first day of the month following receipt of an executed contract. This agreement is automatically renewable for one year unless written notice is provided by either party 30 days prior to its expiration. Additional work beyond the scope of this agreement will be performed upon customer approval. Hoover Pumping systems Standard Terms and Conditions of Sales will apply. Accepted by: Accepted by: Hoover Pumping Systems City of Miami n �1 � Ramona Mingo P.O. Number (if required) 01/22/19 Signature/Date Name Printed 2801 N. Powerline Rd. • Pompano Beach, Florida 33069 • (954) 971-7350 • Fax (954) 975-0791 PUMPING SYSTEMS Date: 01/03/19 To: City of Miami Phone: 305-416-1922 Subject: Maintenance Agreement Hoover Site/Site#: City of Miami Little Haiti Soccer Park, ID#8467 Hoover Model Number: HCF-20CS-460/3-AMCW-E32 Contract Term: 12 Months The Hoover Maintenance Program includes two visits to the site per year by a Hoover Certified Pump Technician. The following preventative maintenance will be performed as required: • Priority Scheduling -When repair service is required. No $289.00 Evaluation fee for service requests. • Pump Control Panel -Test control logic, torque electrical connections to UL specification, treat components with anti -oxidant protective spray, test and replace surge protection components. • Pump motor -Service bearings (if applicable), check operation and current draw against specification. • Pump -Check condition of seal. Confirm flow and pressure performance. • Control Valve -Check pilots, clean filter. Calibrate valve, replace worn diaphragm. • Flow Meter -Test flow meter and pressure transducer for proper operation. Calibrate flow meter as required by Florida Water Management District upon client request. • Suction Intake -Evaluate intake performance. • Fiberglass Enclosure -Check lockable handle, hinges and opening mechanism. • Discounted Pricing -Discount off list price for numerous replacement components. • Report -To be submitted upon completion of service call with findings and recommendations. The following items are excluded from the program: • Suction intake cleaning or adjustments due to changing water levels • Repairs due to failure of any electrical or mechanical components due to mistreatment of the system and other causes not covered by Hoover Pumping Systems warranty • Repairs due to failures or recurring problems caused by poor water quality including chemical or biological fouling or field irrigation system problems • Repairs due to vandalism, accidents, negligence or natural events including wind, flood, power surge and lightning • Repairs due to operating the irrigation system above the station design. Repeated rapid cycling of pump system due to irrigation system leaks. PAYMENT: Annual 12 month agreement Lump Sum $1,180.00/Year The standard cost for Maintenance is $1,309.00. A volume discount has been applied for multiple stations. Terms: This agreement becomes effective on the first day of the month following receipt of an executed contract. This agreement is automatically renewable for one year unless written notice is provided by either party 30 days prior to its expiration. Additional work beyond the scope of this agreement will be performed upon customer approval. Hoover Pumping systems Standard Terms and Conditions of Sales will apply. Accepted by: Hoover Pumping Systems Ramona Mingo P.O. Number (if required) Accepted by: City of Miami 01/03/19 Signature/Date Name Printed 2801 N. Powerfine Rd. • Pompano Beach, Florida 33069 • (954) 971-7350 • Fax (954) 975-0791 PUMPING SYSTEMS Date: 01/04/19 To: City of Miami Phone: 305-416-1922 Subject: Maintenance Agreement Hoover Site/Site#: Miami Dade Douglas Park Booster, ID#8467 Hoover Model Number: HCF-20CS-460/3-AMCW-E32 Contract Term: 12 Months The Hoover Maintenance Program includes two visits to the site per year by a Hoover Certified Pump Technician. The following preventative maintenance will be performed as required: • Priority Scheduling -When repair service is required. No $289.00 Evaluation fee for service requests. • Pump Control Panel -Test control logic, torque electrical connections to UL specification, treat components with anti -oxidant protective spray, test and replace surge protection components. • Pump motor -Service bearings (if applicable), check operation and current draw against specification. • Pump -Check condition of seal. Confirm flow and pressure performance. • Control Valve -Check pilots, clean filter. Calibrate valve, replace worn diaphragm. • Flow Meter -Test flow meter and pressure transducer for proper operation. Calibrate flow meter as required by Florida Water Management District upon client request. • Suction Intake -Evaluate intake performance. • Fiberglass Enclosure -Check lockable handle, hinges and opening mechanism. • Discounted Pricing -Discount off list price for numerous replacement components. • Report -To be submitted upon completion of service call with findings and recommendations. The following items are excluded from the program: • Suction intake cleaning or adjustments due to changing water levels • Repairs due to failure of any electrical or mechanical components due to mistreatment of the system and other causes not covered by Hoover Pumping Systems warranty • Repairs due to failures or recurring problems caused by poor water quality including chemical or biological fouling or field irrigation system problems • Repairs due to vandalism, accidents, negligence or natural events including wind, flood, power surge and lightning • Repairs due to operating the irrigation system above the station design. Repeated rapid cycling of pump system due to irrigation system leaks. PAYMENT: Annual 12 month agreement Lump Sum $1,180.00/Year The standard cost for Maintenance is $1,309.00. A volume discount has been applied for multiple stations. Terms: This agreement becomes effective on the first day of the month following receipt of an executed contract. This agreement is automatically renewable for one year unless written notice is provided by either party 30 days prior to its expiration. Additional work beyond the scope of this agreement will be performed upon customer approval. Hoover Pumping systems Standard Terms and Conditions of Sales will apply. Accepted by: Accepted by: Hoover Pumping Systems City of Miami Ramona Mingo P.O. Number (if required) 01/04/19 Signature/Date Name Printed 2801 N. Powerline Rd. « Pompano Beach, Florida 33069 • (954) 971-7350 * Fax (954) 975-0791 00VER PUMPING SYSTEMS - Date: 03/16/18 To: City of Miami Phone: 305-960-3016 Randy Joseph Subject: Maintenance Agreement Hoover Site/Site#: City of Miami Robert King High Park Soccer Field, ID#7365 Hoover Model Number: HCF-10CSV-460/3-MWG-E6-Z Contract Term: 4/1/18-3/31/19 The Hoover Maintenance Program includes two visits to the site per year by a Hoover Certified Pump Technician. The following preventative maintenance will be performed as required: • Priority Scheduling -When repair service is required. No $289.00 Evaluation fee for service requests. • Pump Control Panel -Test control logic, torque electrical connections to UL specification, treat components with anti -oxidant protective spray, test and replace surge protection components. • Pump motor -Service bearings (if applicable), check operation and current draw against specification. • Pump -Check condition of seal. Confirm flow and pressure performance. • Flow Meter -Test flow meter and pressure transducer for proper operation. Calibrate flow meter as required by Florida Water Management District upon client request. • Suction Intake -Evaluate intake performance. • Fiberglass Enclosure -Check lockable handle, hinges and opening mechanism. • Discounted Pricing -Discount off list price for numerous replacement components. • Report -To be submitted upon completion of service call with findings and recommendations. The following items are excluded from the program: • Suction intake cleaning or adjustments due to changing water levels • Repairs due to failure of any electrical or mechanical components due to mistreatment of the system and other causes not covered by Hoover Pumping Systems warranty • Repairs due to failures or recurring problems caused by poor water quality including chemical or biological fouling or field irrigation system problems • Repairs due to vandalism, accidents, negligence or natural events including wind, flood, power surge and lightning • Repairs due to operating the irrigation system above the station design. Repeated rapid cycling of pump system due to irrigation system leaks. PAYMENT: Annual 12 month agreement Lump Sum $1,180.00/Year The standard cost for Maintenance is $1,309.00. A volume discount has been applied for multiple stations. Terms: This agreement becomes effective on the first day of the month following receipt of an executed contract. This agreement is automatically renewable for one year unless written notice is provided by either party 30 days prior to its expiration. Additional work beyond the scope of this agreement will be performed upon customer approval. Hoover Pumping systems Standard Terms and Conditions of Sales will apply. Accepted by: Accepted by: Hoover Pumping Systems City of Miami Ramona Mingo P.O. Number (if required) 03/16/18 Signature/Date Name Printed 2801 N. Powerline Rd. • Pompano Beach, Florida 33069 • (954) 971-7350 . Fax (954) 975-0791 City of Miami, Florida EXHIBIT C INSURANCE REQUIREMENTS I. Commercial General 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 as an additional insured Contingent and Contractual Liability Primary Insurance Clause Endorsement II. 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 III. Pollution (If Applicable) A. Limits of Liability Each Pollution Incident $1,000,000 Aggregate Loss Limit $1,000,000 IV. Worker's Compensation Limits of Liability Statutory -State of Florida Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident. City of Miami, Florida $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: 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 subject to the approval of the City's Department of Risk Management. Companies not meeting the above rating requirements shall submit proof of Reinsurance from qualifying insurers having or exceeding the required rating criteria. Certificates of insurance will indicate no modification or change in insurance without (30) days in advance notice to the certificate holder.