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PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
AND
EAS ENGINEERING, INC.
FOR
ENVIRONMENTAL PERMITTING ASSISTANCE FOR IMPLEMENTATION OF STORM
WATER PUMP SYSTEMS
Tl is Professional Services Agreement ("Agreement") is entered into this 23 day of
c'"L , 2014 (Effective Date), 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
EAS ENGINEERING, INC., a Florida corporation whose address is 55 Almeria Ave., Coral
Gables, FL 33134•(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)
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).
SECTION 3
TERM
The term of this Agreement (Term) shall commence upon execution of this Agreement by all
parties hereto, as set forth in the Effective Date on page 1 hereto, and shall terminate one (1)
year following the Effective Date.
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SECTION 4
FEE
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4.1 The services shall be performed on an "as-needed" basis, as requested -by the City a
Manager or his designee. In consideration of the services to be provided, Consultant
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shall be compensated on an hourly basis, as set forth in subsection 4.2 below. ,
Notwithstanding the preceding sentence the total Services provided pursuant to this
Agreement during the Term shall not exceed the amount of$40,000.00.
4.2 City and Consultant hereby agree and acknowledge that the Services shall be
P rovided by of Edward Swakon P.E. at an hourly rate of $225.00 plus approved
reimbursable expenses. Such reimbursable expenses shall be approved, in writing,
by the City Manager or his designee prior to Consultant incurring the expense(s) for
same. The City shall have no obligation to reimburse Consultant for any expenses
not approved by the City pursuant to this subsection.
4.3 INVOICING
Upon receipt of an acceptable and approved invoice, payment(s) shall be made within thirty
(30) days for that portion (or those portions) of the Services satisfactorily rendered (and
referenced in the particular invoice).
Invoices shall include a detailed description of the Services (or portions thereof) provided,
and shall be-submitted to the City at the following,address::
City of Miami Beach
Public Works Department
1700Convention Center Drive
Miami Beach, Florida 33139
Attn: Bruce Mowery, City Engineer
SECTION 5
TERMINATION
5.1 TERMINATION FOR CAUSE
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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 three (3) days to cure such default. If such default remains uncured after
three (3) 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. i
Notwithstanding he above the Consultant shall not be relieved of liability to the City
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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 f
recover all costs of such actions, including reasonable attorneys'fees. f
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
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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.
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 -provider shall furnish to the Human Resources Department, Risk Management Division,
City of Miami Beach, 1700 Convention Center Drive, 3�d Floor, Miami Beach, Florida 33139,
Certificate(s) of Insurance which indicate that insurance coverage has been obtained which
meets the requirements as outlined below:
A. Worker's Compensation Insurance for all employees of the provider as
required by Florida Statute 440.
B. Commercial General Liability on a:comprehensive basis in an amount not less
than $1,000,000 combined single limit per occurrence and $2,000,000 in the
aggregate, for bodily injury and property damage. City of Miami Beach must
be shown as an additional insured with respect to this coverage.
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C. Professional Liability Insurance in an amount not less than $1,000,000 with the
deductible per claim, if any, not to exceed 10% of the limit of liability.
The insurance coverage above must include a waiver of subrogation in favor of the City. The
insurance coverage required shall include those classifications, as listed in standard liability
insurance manuals, which most nearly reflect the operations of the provider.
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 "B" 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 Risk Management'Division.
or
The company must hold a valid Florida Certificate of Authority as shown in the
latest "List of All Insurance Companies Authorized or Approved to Do Business
in Florida" issued by the State of Florida Department of Insurance and are
members of the Florida Guaranty Fund.
Certificates will indicate no modification or change in insurance shall be made without thirty
(30) days advance notice to the certificate holder.
CERTIFICATE HOLDER MUST READ:
CITY OF MIAMI BEACH
1700 CONVENTION CENTER DRIVE
3rd FLOOR
MIAMI BEACH, FL 33139
Compliance with the foregoing requirements shall not relieve the vendor of his liability and
obligation under this section or under any other section of this agreement.
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
an rights either art may have to a trial-b jury of an civil litigation related to or arising out
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of this Agreement.
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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 nonperformance 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.
SECTION 9
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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 DELETETD]
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. f
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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.
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10.5 EQUAL EMPLOYMENT OPPORTUNITY 'l
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.
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:
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TO CONSULTANT: EAS Engineering, Inc.
55 Almeria Ave.
Coral Gables, FL 33134
Attn:.Edward A. Swakon, P.E.
Phone: 305-445-5553 x 305
TO CITY: City of Miami Beach
Public Works Department
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: Bruce Mowery, City Engineer
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.
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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 I
MISCELLANEOUS PROVISIONS
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12.1 CHANGES AND ADDITIONS
This Agreement cannot be modified or amended without the express written consent of the j
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. j
12.3 ENTIRETY OF AGREEMENT
j 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.
12.4 CONSULTANT'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW i
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Pursuant to Section 119.0701 of the Florida Statutes, if the Consultant meets the definition of i
"Contractor" as defined in Section 119.0701(1)(a), the Consultant shall:
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a) Keep and maintain public records that ordinarily and necessarily would be required by
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the public agency in order to perform the service;
b) Provide the public with access to public records on the same terms and conditions
that the public agency would provide the records and at a cost that does not exceed
the cost provided in this chapter or as otherwise provided by law;
c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law; and
d) Meet all requirements for retaining public records and transfer to the City, at no City f
cost, all public records created, received, maintained andlor directly related to the
performance of this Agreement that are in possession of the Consultant upon
termination of this Agreement. Upon termination of this Agreement, the Consultant i
shall destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. All records stored electronically must j
be provided to the City in a format that is compatible with the information technology
systems of the City.
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For purposes of this Article, the term public records" shall mean all documents, papers,
letters, maps, books, tapes, photographs, films, sound recordings, data processing software,
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or other material, regardless of the physical form, characteristics, or means of transmission,
made or received pursuant to law or ordinance or in connection with the transaction of official
business of the City. 4
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Consultant's failure to comply with the public records disclosure requirement set forth in
Section 119.0701 of the Florida Statutes shall be a breach of this Agreement.
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in the event the Consultant does not comply with the public records disclosure requirement
set forth in Section 119.0701 of the Florida Statutes, the City may, at the City's sole
discretion, avail itself of the remedies set forth under this Agreement and available at law. j
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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.
FOR CITY: CITY OF MIAMI.EEACH, FLORIDA _ 9
ATTEST:
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By: ,
City Clerk Jim Morale , City Manager
FOR CONSULT •'••" EAS NGINEERING, INC..
ATTEST: y
B Y:
Secretary , President
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Print Name Print Name/Title �2
RIPURCULMONTHLY REPORTSISPECIAL REPORTSTrofesslonal Service Agreement-Short Form(3-13-14 EAS Englneering.doe
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APPROVED AS TO '
FORM&LANGUAGE
&FOR EXECUTION
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City Attomey Date
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Exhibit"A"
SCOPE OF SERVICES
Consultant, through Edward Swakon, P.E., will provide City with environmental assistance in
agency coordination and permitting associated with drainage improvements Citywide,
including pump station construction and retrofits for the Alton Road Project. Consultant will
work with the City to prepare and submit the documentation required to obtain agency
approvals for the construction and operation of these drainage improvements. Consultant will
also assist in tracking documentation and responding to requests for additional information
from the agencies. Consultant will participate in meetings with agencies, as necessary and
as directed by the City, to respond to the questions received from the regulatory agencies
and obtains their approvals. Consultant will also work with the agencies to negotiate wetland
mitigation credits and amounts, as required.
j No work under the purview of Section 287.055, Florida Statutes, commonly known as the
Consultant's Competitive Negotiation Act (CCNA) shall be performed as a part of this
Agreement, unless approved by the City Manager or the City Commission, as the case may
be, in writing, prior to the commencement of each work, and only when the project
-= .-construction cost does not exceed the threshold amount provided in s. 287.017 for
CATEGORY FIVE (currently $325,000) or for a planning or study activity when the fee for
professional services does not exceed the threshold amount provided in s. 287.017 for
CATEGORY TWO (currently $35,000), except in cases of valid public emergencies certified
by the City Manager.
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