Loading...
PSA with David M. Shapiro Disaster Recovery Consultants, Inc. PROFESSIONAL SERVICES AGREEMENT. BETWEEN THE CITY OF MIAMI BEACH AND DAVID M. SHAPIRO DISASTER RECOVERY CONSULTANTS, INC. (DMS) FOR EMERGENCY MANAGEMENT ADMINISTRATIVE SUPPORT SERVICES, PURSUANT TO REQUEST FOR QUALIFICATIONS 065-2013TC This Professional Services Agreement ("Agreement") is entered into this 21st day of February, 2014, 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 DAVID M SHAPIRO DISASTER PLANNING & RECOVERY CONSULTANTS, INC., a Florida corporation whose address is 3651 FAU Blvd., Suite 400 Boca.Raton, Florida 33431(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 of 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). 1 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 FEE 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 OF 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 mileage driven between locations at the rates authorized in FEMA'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. 2 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. 3 f. Contractor's original invoice shall be sent to: City of Miami Beach 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) 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 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 OF, OR BY VIRTUE OF, THIS AGREEMENT. 4 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 (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 REQUIREMENTS: 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 $1,000,000.00 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. 5 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 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 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. 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. 6 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. 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 reasonable 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. 7 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. 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: David M. Shapiro, President Disaster Planning & Recovery Consultant, Inc.. 3651 FAU Blvd., Suite 400 Boca Raton, Florida 33431 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. 8 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. 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. 9 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 REACH, FLORIDA ATTEST: By: I V 7 0 � � City Clerk M r INICORP ORAT FOR CONSULTANT: � � „"••TM°� '%'} DAVID M. SHAPIRO DISASTER , � ����2� ;. RECOVERY CONSULTANTS, INC. (DIMS) ATTEST: By. Secretary President P r Vme►n gl+jw1 9 A v 1!y �t Na Print Name/Title APPROVED AS TO FORM & LANGUAGE && FOR UTION "tonne �-- Date F:\PURC\$ALL\Solicitations\2013\2013-065TC-RFP-Emergency Management Services\Negotiations\Professional Service Agreement-DMS,doc 1.0 e ATTACHMENT A MIAMIBEACH City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfi.gov DEPARTMENT OF PROCUREMENT MANAGEMENT Tel: 305-673-7490, Fax: 786-394-4010 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. 11 ATTACHMENT B MIAMIBEACH City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov DEPARTMENT OF PROCUREMENT MANAGEMENT Tel: 305-673-7490, Fax: 786-394-4010 TASK ORDER Tel: 305-673-7490, Fax: 305-673-4010 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 12 C DAVID IV_i SHAPIRO DISASTER CONSULTANTS Title HOURLY RATE %of PARTICIPATION BLENDED RATE (HR*%) Eligibility Principal/Project Manager $236 2.00% $5 Quality Control/Quality Assurance Manager $208 1.00% $2 Quality Control/Quality Assurance Staff $172 2.00% $3 Eligibility Lead $204 5.00% $10 Eligibility Senior Staff $174 7.00% $12 Eligibility Junior Staff $142 9.00% $13 Legal,Arbitration&Appeals Lead $204 2.00% $4 Legal,Arbitration&Appeals Staff $174 3.00% $5 Hazard Mitigation Lead $204 4.00% $8 Hazard Mitigation Staff $172 5.00% $9 Insurance Liaison/Lead $180 4.00% $7 Community Development Block Grant Lead $196 2.00% $4 Community Development Block Staff $168 2.00% $3 Grant Management/Closeout Lead $188 4.00% $8 Grant Management/Closeout Staff $125 5.00% $6 Grant Management/Closeout Junior Staff $100 9.00% $9 Administrative $65 7.00% $5 Technical Principal/Project Manager $250 1.00% $3 Q.A.Technical $204 1.00% $2 Senior Professional Architect $195 2.00% $4 Professional Architect $161 3.00% $5 Architectural Technician $132 2.00% $3 Senior Professional Engineer $195 3.00% $6 Professional Engineer $161 4.00% $6 Technician $138 2.00% $3 Cost Estimator Senior $195 2.00% $4 Cost Estimator Staff $161 3.00% $5 Inspector Senior $195 2.00% $4 Inspector Staff $161 2.00% $3 Total: 100.00% $161 Travel costs will be based upon the GSA rates or approved City of Miami Beach rates,whichever is lower. DMS Disaster Recovery Consultants,3651 FAU Blvd.,Suite 400,Boca Raton, FL • (919)696-6003(Main) (561)529-5707 FL (504)833-0533 LA