PSA Agreement with Tidal Basin Government Consulting, LLC 9013 -
PROFESSIONALSERVIGES AGREEMENT
BETWEEN THER CITY Of MIAMI BEACH
AND
TIDAL BASIN°GOVERNMENT CONSULTING, LLC
-FOR
-EMERGENCY MANAGEMENT ADMINISTRATIVE SUPPORT SERVICES,
PURSUANT TO REQUEST-F-OR-QUAL1-FICATIONS 065-2013TC
T is P YP sional Set-vices Agreement ("Agreement") is entered into this �� -day of
, 2 013, 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 TIDAL BASIN
GOVERNMENT CONSULTING, LLC, a Limited Liability Company whose address is 300 N.
Washington Street, Suite 505, Arlington, VA 22314(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.
Proposal Documents: Proposal Documents shall mean City of Miami Beach Request for
Proposals No. 065-2013TC for Emergency Management Administrative
Support Services, together with all amendments thereto, issued by the
City in-contemplation of this Agreement (the RFP), and the Consultant's
proposal in response thereto (Proposal), all of which are hereby
incorporated and made a part hereof; provided, however, that in the event
OT an express conflict between the Proposal Documents and this
Agreement, the following order of precedent shall-prevail: this Agreement;
the RFP; and the Proposal.
-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. 6515: and-fax number(305) 673-7023.
SECTION 2
SCOPE OF SERVICES (SERVICES)
2.1 In consideration of the-Fee to be paid to Consultant by the-City, Consultant shall provide
the work and services described in Exhibit "A" hereto (the Services).
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SECTION 3
TERM
The term of this Agreement (Term) shall commence upon execution of this Agreement by all
parties hereto, and shall have an initial term expiring on November 30, 2016, to be exercised at
the City Manager's sole -option and discretion, by providing Consultant with written notice of
same no less than thirty.(30) days prior to the expiration of the initial term.
SECTION 4
PEE
4.1 AUTHORIZATION FOR SERVICES
Authorization for performance of Services by the Contractor under this Agreement shall
be in the form of a written Task Order(s) issued and executed by the City and signed by
the Contractor. A sample Task -Order is attached as Exhibit "B" hereto. Each Task
Order shall describe the Project; the Services required for the Project; state the date for
commencement and completion of the Services; and establish the amount and method
of payment.
THE CITY MAKES NO REPRESENTATION OR WARRANTY AS TO THE NUMBER
OF AVAILABLE PROJECTS, NOR THAT THE CONTRACTOR WILL PERFORM ANY
PROJECT FOR THE CITY 4DF MIAMI BEACH DURING THE TERM OF THIS
AGREEMENT.
4.2 COMPENSATION
The Contractor shall be-compensated for Services for a Project, in accordance with the
Task Order issued by the City,for same. The Services will be paid for at the productive
hourly rates listed in exhibit "C" hereto for the personnel classifications. Any additional
personnel will need to be authorized in advance by the City and accompanied by a new
Task Order explicitly outlining the Services to be provided by those personnel.
4.3 REIMBURSABLE EXPENSES
Reimbursable expenses shall be in addition to the hourly rates. Reimbursable expenses
are subject to the applicable "Not-to-Exceed" or"Limitation of Funds" amount set forth in
the Task Order. All Contractor employees or subcontractors working on this Agreement
should have their permanent residence within a reasonable distance of the City of Miami
Beach's boundaries, as reimbursable -expenses WILL NOT cover lodging and meals,
and be limited to vehicle mileage; unless otherwise approved, in writing, by the City
Manager, prior to the Contractor's-performing, or incurring charges for, same.
Vehicle mileage will be based on the -submittal of daily activity logs reporting mi-leage
driven between locations at the rates authorized in BMA's Schedule of Equipment
Rates. Any other reimbursable expenses approved by the City in the Task Order must
be supported with original previously agreed upon documentation, as reimbursement will
only be made on actual costs incurred.
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Supporting documentation--(daily activity logs showing mileage, .etc.) must be provided
by the Contractor within thirty (30),days following the end of the relevant month, in order
for reimbursement to be made.
In addition, the City will not be liable for reimbursing the Contractor for any charges that
are in excess of the "Not-to-Exceed" or "Limitation of Funds" amount in a Task Order,
unless they were approved, in writing, -by the City Manager, prior to the Contractor's
performing, or incurring charges for, same.
Reimbursable expenses may include actual expenditures made by the Contractor,
and/or its employees or subcontractors-for the following expenses:
a. Expenses of transportation, when traveling in connection with the performance of
Services pursuant to a Task -Order, based on Sections 112.016 (7) and (8),
Florida Statutes, as same may be.amended.
b. If authorized in writing in advance by the City Manager, the cost of other
expenditures made by the Contractor in the interest of the particular Services
requested pursuant to a particular Task Order.
4.4 PAYMENT AND BILLING
a. The Services shall be specifically set forth and-defined-by the City in the Task Order;
shall be issued on a "Time Basis Method"; and contain a Limitation of Funds amount.
The Contractor shall not be authorized to exceed the Limitation or Funds amount
without the prior written approval of the-City Manager. Said approval, if given at all,
shall indicate a new Limitation of funds amount(for the particular Task Order).
b. The Contractor shall advise the City whenever the Contractor has incurred expenses
on any Task Order that equals or exceeds eighty percent (80%) of the Limitation of
Funds amount.
c. The Contractor may invoice the amount due for actual service hours performed, but
in no event shall the invoice amount-exceed the work order amount listed on the
Task Order.
d. All invoices shall be submitted in an acceptable format to the City in an electronic
and hard copy format with daily reports as supporting documentation. The invoices
must be submitted in accordance with the Consultant Invoice Transmittal System
(CITS) procedures and other federal, state and local rules, regulations and laws.
e. Payments shall be made by the City to the Contractor as work progresses for
services furnished on a particular.Task Order, but not more than once monthly. Each
Task Order shall be invoiced separately. The Contractor shall submit to the City, at
the close of each calendar month, an itemized invoice properly dated, describing any
Services rendered; the cost-of the Services;the name and address of the Contractor;
Task Order Number; RFP No.; and any and all other information required by the City.
f. Contractor's original invoice shall be sent.to:
City of Miami Beach
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Attn: Charles Tear, Emergency Management Coordinator
1700 Convention Center Drive
Miami Beach,'FL 33139
With a duplicate copy of the invoice sent to:
Procurement Director
City of Miami Beach City Hall
1700-Convention Center Drive, 3rd Floor
Miami-Beach, Florida 33139
SECTION 5
TERMINATION
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, through its
City Manager, 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 term.s) of this Agreement, and shall grant Consultant ten
(10)Mays 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 viTtue 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 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 Consultant. The City shall be entitled to recover all costs of such
actions, including reasonable attorneys'fees.
5.2 TERMINATION FOR CONVENIENCE OF THE CITY
THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND 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 WITHIN THIRTY (30)
DAYS FOLLOWING RECEIPT BY THE CONSULTANT OF SUCH NOTICE. IF THE
AGREEMENT IS TERMINATED FOR CONVENIENCE BY THE CITY,-CONSULTANT
SHALL BE PAID FOR ANY SERVICES SATISFACTORILY PERFORMED UP TO THE
DATE OF TERMINATION; FOLLOWING WHICH THE CITY SHALL BE DISCHARGED
FROM ANY AND ALL LIABILITIES, DUTIES, AND TERMS ARISING-OUT Or, OR BY
VIRTUE OF, THIS AGREEMENT.
5.3 T-ERMINATION 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
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benefit of creditors. In such event, the right and obligations for the parties shall be the
same as provided for in Section 5.2.
S,ECTtON 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
(whether at law or in equity), 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, 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 or supervision, 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. The provisions of this
Section 6.1 and of this indemnification shall survive termination or expiration of this
Agreement.
6.2 INSURANCE REQUIREWENTS:
The Consultant shall maintain and --carry in full force during the Term, the following
insurance:
1. Commercial General Liability.A policy including, but not limited to,
comprehensive general liability, including bodily injury, personal injury, property
damage, in the amount of a combined single limit of not less than $1,000,000.
Coverage shall be provided on an occurrence basis. The City of Miami Beach
must be named as certificate holder and additional insured on policy.
2. Workers' Compensation and Employer's Liability per the statutory limits of the
state of Florida.
3. Comprehensive General Liability (occurrence form), limits of liability
$1,040,000.00 per occurrence for bodily injury property damage to include
Premises/-Operations; Products, Completed Operations and Contractual Liability.
Contractual Liability and Contractual Indemnity (Hold harmless endorsement
exactly as written in "insurance requirements" of specifications)
4. Automobile Liability - $1,000,000 each occurrence - owned/non-owned/hired
automobiles included.
The insurance must be furnished by insurance companies authorized to do business in
the State of Florida. 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
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edition of Best's Insurance -Guide, published by A.M. -Best Company, Oldwick, New
Jersey, or its equivalent.
All of Consultant's 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.
Original certificates of insurance must be submitted to the City's Risk Manager for
approval (prior to any work and/or services commencing) and will be kept on file in the
Office of the Risk Manager. 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.
The Consultant is also solely responsible for obtaining and submitting all insurance
certificates for any 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 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.
SECTION 7
LITIGATION JURISDICTIONNENUE/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.
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 $10,000.
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$10,000.
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 $10,000 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
[INTENTIONALLY DELETED]
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 holidays), and as often as the City Manger may, in his/her r=easonable
-discretion and judgment, deem necessary, there shall be made available to the City
Manager, and/or such representatives as the City Manager may deem to act on the
City's behalf, to audit, examine, and/ or inspect, 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 DELETED]
10.3 ASSIGNMENT, TRANSFER OR SUBCONSULTING
Consultant shall not subcontract, assign, or transfer all or any portion of any work
and/or service 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 or 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,
national origin, religion, sex, gender identity, sexual orientation, disability, marital and
familial status, or age.
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: Daniel A. Craig
Tidal Basin Government Consulting, LLC
300 N. Washington Street, Suite 505
Arlington, VA 22314
TO CITY: City of Miami Beach
Attn: Alex Denis, Procurement Director
1700 Convention ,Center Drive
Miami Beach, FL 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 given on the day on which personally served, or the day of receipt by
either U.S. certified mail or overnight delivery.
SECTION 12
MISCELLANEOUS PROVISIONS
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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1,2.2 SEWERABIL.ITY
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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their appropriate officials, as of the date first entered above.
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FOR-CITY: CITY OF MIAMI BEACH,FLORIDA
ATTEST:
By: ` o -Z
City Clerk ay r
FOR CONSULTANT: TIDAL BASIN GOVERNMENT
CONSULTING, LLC
ATTEST:
a
By: °
Secretary President
Print Name Print Name/Title
APPROVED AS TO
FORM & LANGUAGE
&Fr)R E ELUTION
' At rn ate
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ATTACHMENT A
MIAM[BEACH
City of Miami Beach, 1700,Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachfi.gov
DEPARTMENT Of PROCUREMENT MANAGEMENT
Tel: 305-673-7490, Fax:786394-4010
Contractor shall provide the -City with services designed to support emergency management
administrative needs with preparedness, mitigation, response and recovery associated with
disaster related events. This support will facilitate the maximization of federal and other
funding, and to help the City retain these funds during subsequent project closeouts and audits.
The City is requesting support services from the consultant in the following areas:
• Support the undertaking of damage assessments to maximize recovery efforts;
• Review eligibility issues, and work with the City to develop justifications for
submission to FEMA and other applicable agencies;
• Assist the City in developing an approach to filing and tracking eligible costs;
• Assist in the preparation of project worksheets based upon actual / estimated costs
provided by City departments;
• Assist with identifying cost-effective mitigation opportunities and alternatives (Section
404 and 406 of the Robert T. Stafford Disaster Relief and Emergency Assistance
Act), and the preparation of documentation to secure funding;
• Participate in meetings with the FEMA, FDOT and the State to negotiate and
formulate individual project worksheets and mitigation projects as needed;
• Assist departments having difficulty with their project worksheet claims;
• Assist in determining if any eligible damages have not been identified and submitted
for reimbursement;
• Preparation of appeals;
• Assist with final inspections, project closeouts and any OIG audits;
• Assist with recovering-costs from any other Federal and'State agency programs;
• Assist in long-term recovery planning guidance.
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AT I ACHMENT E
MIAMI B E.A.0 H
City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeochf.gov
DEPARTMENT OF PROCUREMENT MANAGEMENT
Tel: 305-673-7490,Fax:786-394-4010
TASK ORDER
Tel: 305-673-7490, Fax: 305-673-401.0
Date: Task Order Number:
TO:
Pursuant to the Agreement between the City of Miami Beach and the above named firm for
EMERGENCY MANAGEMENT ADMINISTRATIVE SUPPORT SERVICES RFP 65-2013TC
(the Agreement), you are directed to provide the following scope of services:
�Attach additional pages if needed)
ATTACHMENTS TO THIS WORK ORDER: METHOD OF COMPENSATION:
[ ] scope of services [ ] time basis not-to-exceed
[ ] special conditions [ ] time basis-limitation of funds
TIME FOR COMPLETION: The services to be provided by the Contractor shall commence upon
execution of this Work Order by the parties Effective Date and shall be completed within
of the Effective Date. Failure to meet the completion date may be
grounds for Termination of the Agreement.
Work Order Amount DOLLARS
Reimbursable Expense Allowance: (If Applicable) $
City's Project Coordinator Contractor's Representative
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ATTACHMENT C
I AM1 B EAC H
City of Miami Beach, 1700 Convention Center Drive,Miami Beach,Florida 33139,www.miamibeachf.gov
DEPARTMENT OF PROCUREMENT MANAGEMENT
Tel: 305-673-7490, Fax:786-394-4010
PRODUCTIVE HOURLY RATES
Pursuant to and in compliance with the Proposal Documents, the undersigned hereby agrees to
furnish all labor, benefits, insurances, overhead and administration, and profit for performance
of the services (or portion thereof) contemplated by the RFP.
To the extent that the City of Miami Beach requests the assistance for services, the following
hourly rates will apply:
Blended Rate
Position Title Hourly Rate % of Participation Hr. Rate*
Officer in Char a $220 1% $2.20
Project Manager $165 10% $16.50
Senior Grants Manager $115 20% $23.00
Grant Manager $105 35% $36.75
Documentation Specialists $90 10% $9.00
Engineer $130 5% $6.50
Cost Estimator/Assessor $112 5% $5.60
Administration $80 10% $8.00
Quality Assurance Officer $130 2% $2.60
Consultant $180 1 2% $3.60
Total 100% $113.75
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