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PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
AND
HOLA AMIGOS
FOR
FOR THE PURCHASE OF PUBLIC ADVERTISEMENTS IN A SPANISH-
LANGUAGE PERIODICAL
This Professional Services Agreement ("Agreement") is entered into this 0 S day of
2010, between the CITY OF MIAMI BEACH, FLORIDA, a municipal
corporation organized and existing under the laws of the State of Florida, having its principal
offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139 ("City"), and HOLA
AMIGOS, a Florida corporation, whose address is 401 80TH Street #1 Miami Beach, Florida
33141 (Consultant).
SECTION 1
DEFINITIONS
Agreement: This Agreement between the City and Consultant, including any
exhibits and amendments thereto.
City Manager: The Chief Administrative Officer of the City.
Consultant: For the purposes of this Agreement, Consultant shall be deemed to be
an independent contractor, and not an agent or employee of the City.
Services: All services, work and actions by the Consultant performed or
undertaken pursuant to the Agreement.
Fee: Amount paid to the Consultant as compensation for Services.
Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center
Drive, Third Floor, Miami Beach, Florida 33139: telephone number
(305) 673-7000, Ext. 6435: and fax number(305) 673-7023.
SECTION 2
SCOPE OF SERVICES (SERVICES)
The scope of work to be performed by Consultant is set forth in Exhibit"A", entitled "Scope of
Services: (Services), and attached and incorporated hereto.
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SECTION 3
TERM
The initial term of this Agreement shall commence upon execution of this Agreement by all
parties hereto. This Agreement shall have an initial term of one (1) year, with two (2) one-
year renewal options; each to be exercised at the City Manager's sole option and discretion,
by providing written notice of same to Consultant no less than thirty (30) days prior to the
expiration of the initial term (or the first renewal term, as the case may be).
SECTION 4
FEE
4.1 COST OF SERVICES
Consultant shall be compensated for the Services performed herein, upon receipt of an
acceptable and approved invoice by the City, pursuant to the rate schedule set forth in
Exhibit "A" hereto.
4.2 INVOICING
Invoices shall include a detailed description of the Services (or portions thereof) provided,
and shall be mailed to the City department which requested the service.
SECTION 5
TERMINATION, SUSPENSION AND SANCTIONS
5.1 TERMINATION FOR CAUSE
If the Consultant shall fail to fulfill in a timely manner, or otherwise violates any of the
covenants, agreements, or stipulations material to this Agreement, the City shall
thereupon have the right to terminate this Agreement for cause. Prior to exercising its
option to terminate for cause, the City shall notify the Consultant of its violation of the
particular terms of this Agreement, and shall grant Consultant ten (10) days to cure
such default. If such default remains uncured after ten (10) days, the City may
terminate this Agreement without further notice to Consultant. Upon termination, the
City shall be fully discharged from any and all liabilities, duties and terms arising out
of/or by virtue of this Agreement.
Notwithstanding the above, the Consultant shall not be relieved of liability to the City
for damages sustained by the City by any breach of the Agreement by the
Consultant. The City, at its sole option and discretion, shall additionally be entitled to
bring any and all legal/equitable actions that it deems to be in its best interest in order
to enforce the City's right and remedies against the defaulting party. The City shall
be entitled to recover all costs of such actions, including reasonable attorneys' fees.
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5.2 TERMINATION FOR CONVENIENCE OF THE CITY
THE CITY MAY ALSO, FOR ITS CONVENIENCE AND WITHOUT CAUSE,
TERMINATE THE AGREEMENT AT ANY TIME DURING THE TERM BY GIVING
WRITTEN NOTICE TO CONSULTANT OF SUCH TERMINATION, WHICH SHALL
BECOME EFFECTIVE THIRTY (30) DAYS FOLLOWING RECEIPT BY THE
CONSULTANT OF THE WRITTEN TERMINATION NOTICE. IF THE AGREEMENT
IS TERMINATED BY THE CITY, AS PROVIDED IN THIS SUBSECTION,
CONSULTANT SHALL BE PAID FOR ANY SERVICES SATISFACTORILY
PERFORMED (AS DETERMINED BY THE CITY'S BUILDING DIRECTOR IN HIS
DISCRETION) UP TO THE DATE OF TERMINATION.
5.3 TERMINATION FOR INSOLVENCY
The City also reserves the right to terminate the Agreement in the event the
Consultant is placed either in voluntary or involuntary bankruptcy or makes an
assignment for the benefit of creditors. In such event, the right and obligations for
the parties shall be the same as provided for in Section 5.2.
SECTION 6
INDEMNIFICATION AND INSURANCE REQUIREMENTS
6.1 INDEMNIFICATION
Consultant agrees to indemnify and hold harmless the City of Miami Beach and its officers,
employees agents, and contractors, from and against any and all actions, claims, liabilities,
losses, and expenses, including, but not limited to, attorneys' fees and costs, for personal,
economic or bodily injury, wrongful death, loss of or damage to property, at law or in equity,
which may arise or be alleged to have arisen from the negligent acts, errors, omissions or
other wrongful conduct of the Consultant, its officers, employees, agents, contractors, or any
other person or entity acting under Consultant's control, in connection with, related to, or as a
result of the Consultant's performance of the Services pursuant to this Agreement. To that
extent, the Consultant shall pay all such claims and losses and shall pay all such costs and
judgments which may issue from any lawsuit arising from such claims and losses, and shall
pay all costs and attorneys' fees expended by the City in the defense of such claims and
losses, including appeals. The parties agree that one percent (1%) of the total compensation
to Consultant for performance of the Services under this Agreement is the specific
consideration from the City to the Consultant for the Consultant's Indemnity Agreement. This
indemnification shall survive termination or expiration of this Agreement.
6.2 INSURANCE REQUIREMENTS
The Consultant shall not commence any work and or services pursuant to this Agreement
until all insurance required under this Section has been obtained and such insurance has
been approved by the City's Risk Manager. The Consultant shall maintain and carry in full
force during the Term the following insurance:
1. General Liability, in the amount of$300,000;
2. Advertising Liability, in the amount of$300,000; and
3. Workers Compensation & Employers Liability, as required pursuant to Florida Statutes.
The insurance must be furnished by insurance companies authorized to do business in the
State of Florida and approved by the City's Risk Manager. Original certificates of insurance
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must be submitted to the City's Risk Manager for approval (prior to any work and/or services
commencing) and will be maintained on file in the Office of the Risk Manager.
All insurance policies must be issued by companies rated no less than "B+" as to
management and not less than "Class VI" as to strength by the latest edition of Best's
Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent.
All certificates shall contain endorsements providing that written notice shall be given to the
City at least thirty (30) days prior to termination, cancellation or reduction in coverage in the
policy.
The Consultant is also solely responsible for obtaining and submitting all insurance
certificates for its sub-consultants.
Compliance with the foregoing requirements shall not relieve the Consultant of the liabilities
and obligations under this Section or under any other portion of this Agreement. The City
shall have the right to obtain from the Consultant specimen copies of the insurance policies
in the event that submitted certificates of insurance are inadequate to ascertain compliance
with required coverage.
SECTION 7
LITIGATION JURISDICTION/VENUE/JURY TRIAL WAIVER
This Agreement shall be construed in accordance with the laws of the State of Florida. This
Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is
necessary by either party with respect to the enforcement of any or all_ of the terms or
conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade
County, Florida. By entering into this Agreement, Consultant and the City expressly waive
any rights either party may have to a trial by jury of any civil litigation related to or arising out
of this Agreement. Consultant shall specifically bind its officers, employees, agents, and
contractors to the provisions of this Section.
SECTION 8
LIMITATION OF CITY'S LIABILITY
The City desires to enter into this Agreement only if in so doing the City can place a limit on
the City's liability for any cause of action, for money damages due to an alleged breach by
the City of this Agreement, so that its liability for any such breach never exceeds the sum of
$5,000. Consultant hereby expresses its willingness to enter into this Agreement with
Consultant's recovery from the City for any damage action for breach of contract to be
limited to a maximum amount of$5,000.
Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant
hereby agrees that the City shall not be liable to the Consultant for damages in an amount
in excess of $5,000 for any action or claim for breach of contract arising out of the
performance or non-performance of any obligations imposed upon the City by this
Agreement.
Nothing contained in this section or elsewhere in this Agreement is in any way intended to
be a waiver of the limitation placed upon the City's liability, as set forth in Section 768.28,
Florida Statutes.
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SECTION 9
ATTORNEY'S FEES
In the event that any party to this Agreement should seek legal or administrative recourse to
enforce the terms of this Agreement, the breaching party shall be obligated to pay the
prevailing party the reasonable attorney's fees and costs incurred by the prevailing party.
SECTION 10
GENERAL PROVISIONS
10.1 AUDIT AND INSPECTIONS
Upon reasonable verbal or written notice to Consultant, and at any time during normal
business hours (i.e. 9AM — 5PM, Monday through Fridays, excluding nationally recognized
[legal] holidays), and as often as. the City Manger may, in his/her reasonable discretion and
judgment, deem necessary, there shall be made available to the City (and/or such
representatives as the City Manager may deem to act on the City's behalf) to audit,
examine, and/ or inspect, all contracts, invoices, materials, payrolls, records of personnel,
conditions of employment, and any and all other documents and/or records relating to all
matters covered by this Agreement. Consultant shall maintain any and all such records at
its place of business (at the address set forth in the "Notices" section of this Agreement).
10.2 [INTENTIONALLY DELETETD]
10.3 ASSIGNMENT, TRANSFER OR SUBCONSULTING
Consultant shall not sub-consult, assign, or transfer any work under this Agreement without
the prior written consent of the City Manager, which consent, if given at all, shall be in the
Manager's sole judgment and discretion. Neither this Agreement, nor any term nor
provision hereof or right hereunder, shall be assignable unless as approved pursuant to this
section, and any attempt to make such assignment (unless approved) shall be void.
10.4 PUBLIC ENTITY CRIMES
Prior to commencement of the Services, the Consultant shall file a State of Florida Form
PUR 7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity
Crimes with the City's Procurement Division.
10.5 EQUAL EMPLOYMENT OPPORTUNITY
In connection with the performance of the Services, the Consultant shall not discriminate
against any employee or applicant for employment because of race, color, religion,
ancestry, sex, age, and national origin, place of birth, marital status, sexual orientation,
gender identity, or physical handicap.
10.6 CONFLICT OF INTEREST
The Consultant herein agrees to adhere to and be governed by all applicable Miami-Dade
County Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami-Dade
County Code, and as may be amended from time to time; and by the City of Miami Beach
Charter and Code (as some may be amended from time to time); both of which are
incorporated by reference herein as if fully set forth herein.
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The Consultant covenants that it presently has no interest and shall not acquire any
interest, direct or indirectly, which could conflict in any manner or degree with the
performance of the Services. The Consultant further covenants that in the performance of
this Agreement, no person having any such interest shall knowingly be employed by the
Consultant. No member of or delegate to the Congress of the United States shall be
admitted to any share or part of this Agreement or to any benefits arising there from.
SECTION 11
NOTICES
All notices and communications in writing required or permitted hereunder, shall be
delivered personally to the representatives of the Consultant and the City listed below or
may be mailed by U.S. Certified Mail, return receipt requested, postage prepaid, or by a
nationally recognized overnight delivery service.
Until changed by notice in writing, all such notices and communications shall be addressed
as follows:
TO CONSULTANT: HOLA AMIGOS
P.O. Box 416704
Miami Beach, Florida 33141
Attn: Begona Calcerrada, President
786-287-2949
TO CITY: City of Miami Beach
Attn: City Clerk
1700 Convention Center Drive
Miami Beach, Florida 33139
Notice may also be provided to any other address designated by the party to receive notice if
such alternate address is provided via U.S. certified mail, return receipt requested, hand
delivered, or by overnight delivery. In the event an alternate notice address is properly provided,
notice shall be sent to such alternate address in addition to any other address which notice
would otherwise be sent, unless other delivery instruction as specifically provided for by the
party entitled to notice.
Notice shall be deemed 9 iven on the day on which personally served, or the day of receipt by
either U.S. certified mail or overnight delivery.
SECTION 12
ENTIRE AGREEMENT, AMENDEMENT, SEVERASILITY
12.1 CHANGES AND ADDITIONS
This Agreement cannot be modified or amended without the express written consent of the
parties. No modification, amendment, or alteration of the terms or conditions contained
herein shall be effective unless contained in a written document executed with the same
formality and of equal dignity herewith.
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12.2 SEVERABILITY
If any term or provision of this Agreement is held invalid or unenforceable, the remainder of
this Agreement shall not be affected and every other term and provision of this Agreement
shall be valid and be enforced to the fullest extent permitted by law.
12.3 ENTIRETY OF AGREEMENT
The City and Consultant agree that this is the entire Agreement between the parties. This
Agreement supersedes all prior negotiations, correspondence, conversations, agreements
or understandings applicable to the matters contained herein, and there are no
commitments, agreements or understandings concerning the subject matter of this
Agreement that are not contained in this document. Title and paragraph headings are for
convenient reference and are not intended to confer any rights or obligations upon the
parties to this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their appropriate officials, as of the date first entered above.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
By: I & * 1� -'- I----
City Clerk ity age
FOR CONSULTANT: HOLA AMIGOS
ATTEST:
Secretary President
Print Name Print Name /Title
APPROVED AS TO
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EXHIBIT "A"
SCOPE OF SERVICES:
The Contractor shall place public advertisements in its Spanish-language periodical, La Voz
de Miami Beach, on an as-needed basis, as requested by various City departments. Any City
department or division which places such advertising shall issue a Standing Order or Purchase
Order, and provide to Contractor a camera ready ad. Any invoices must reference the correct
Standing Order or Purchase Order number in order for prompt payment to be made.
The Contractor will return to the appropriate City department or division three (3) tear sheets
that contain the printed version of the advertisement, along with a complete copy of the
edition. Payment will be made following publication of the advertisement and submission of
an invoice. No other advertisements will be place without the receipt of the prior month's tear
sheet.
Deadline to submit ads is Tuesday, 5:00 p.m.; to be published in edition of the same week on
Thursday.
All advertisements from the City will be placed on the same page, or on contiguous pages.
A headline announcing news and job opportunities from the City of Miami Beach will be
printed on the first page of the publication, indicating the page where City ads are located.
There will be no charge for this feature.
The following rates will be paid for all other ads:
$1000.00 Full Page
$531.25 1/2 Page
$268.75 1/4 Page
The Contractor will provide publicity for City projects and press releases at no charge.
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