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PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH, FLORIDA
AND
THE CAT NETWORK, INC.
TO PROVIDE
LOW COST SPAY AND NEUTER SERVICES,
This Professional Services Agreement ("Agreement") is entered into this 15 day of Rea ,
2015 (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 THE CAT NETWORK, INC., a
Florida not-for-profit corporation whose address is 3301 Ponce de Leon Boulevard, Suite 210, Coral
Gables FL 33134("Contractor").
SECTION 1
DEFINITIONS
Agreement: This Agreement between the City and Contractor, including any exhibits and
amendments thereto.
City Manager: The chief administrative officer of the City.
Contractor: For the purposes of this Agreement, Contractor shall be deemed to be an
independent contractor, and not an agent or employee of the City.
Grant: The PetSmart Charities Grant received by the City to provide spay and neuter
services to cats, and attached hereto as Exhibit 1, as well as any and all future
grants and/or grant statements that is/are executed between the City and PetSmart
Charities for the purpose of funding the services delineated in this Agreement.
Services: All services, work and actions by the Contractor performed or undertaken pursuant
to the Agreement.
Fee: Amount paid to the Contractor 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. 6415:
- _ - - _ and fax number(305)-673=7023: --
SECTION 2
SCOPE OF SERVICES (SERVICES)
2.1 In consideration of the Fee to be paid to Contractor by the City, Contractor shall provide the work
and services described in this Section 2 (and as more specifically described in subsection 2.2 below).
2.2 During the Term (as hereafter defined), the Contractor will perform the following services:
a. Identify and secure veterinarians to provide low cost spay/neuter services (maximum cost of$65)
to cats in the City of Miami Beach
b. Provide 827 spays or neuters for cats in Miami Beach in Year 1 of the Agreement; Provide 827
spays or neuters for cats in Miami Beach in Year 2 of the Agreement.
i. All cats receiving spay/neuter services to have their ears "tipped"
c. Schedule, in coordination with the City, at least two (2) spay/neuter events in the City of Miami
Beach each month using the Contractor's Spay/Neuter Mobile Unit
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i. Work with City to identify location to park Spay/Neuter Mobile Unit
ii. Work with City to identify storage needs
d. Coordinate volunteer efforts for trapping
i. Develop training program for volunteers
ii. Coordinate volunteer efforts for each spay/neuter event
e. Purchase traps for up to $1,500. Contractor to provide any additional traps as needed to be used
by volunteers.
f. Secure, through other grants or donations, additional medications necessary for the spay/neuter
events, as well as to address common feral cat illnesses.
g. Promote, in coordination with the City, the bi-monthly spay/neuter events in the City of Miami
Beach, including promotion of the spay/neuter events on the Contractor's Website.
h. Develop and implement marketing program with prior City approval. Submit invoices and receipts
for reimbursement up to $1,250 over two year period.
i. Maintain documentation (including receipts and consents, as may,be required) on all spay/neuter
services provided to cats in Miami Beach pursuant to this Agreement.
j. Provide monthly reports to the City on the number of spays/neuters performed on cats in Miami
Beach in the prior month, and since Grant inception, and all other documents and_reports as
required by the Grant and by the City.
k. Provide any additional reports as may be necessary for the City to meet its reporting obligations
under the Grant, within five (5) business days after the date of City's written request.
I. Grant funds not expended on traps or marketing may be reallocated to additional spay/neuter
surgeries including rabies vaccines, at$55.65 per surgery.
2.2 Contractor's Services and any deliverables incident thereto, shall be completed in accordance
with the approved timeline and/or schedule, which shall be provided by Contractor to the City for review
and approval within ten (10) days of the Effective Date of this Agreement, and which will be incorporated
as Exhibit 2 hereto.
SECTION 3
TERM
The term of this Agreement (Term) shall commence upon execution of this Agreement by all parties
hereto, as referenced in the Effective Date of page 1 hereof, and shall have a term of two (2) years.
Notwithstanding the Term provided herein, Contractor shall adhere to any specific timelines, schedules,
dates, and/or performance milestones for completion and delivery of the Services, as same is/are set
forth in the timeline and/or schedule referenced in Exhibit 2.
SECTION 4
FEE
4.1 In consideration of the Services to be provided, Contractor- shall be compensated a total of
-$9.6,050,._.as_follows:
__.-----_--__--__--
4.1.1. Contractor shall be reimbursed a maximum of$48,025 in each year of the Agreement.
4.1.2. Contractor shall be paid on a reimbursement basis.
4.1.3. Contractor shall be reimbursed $65 for each spay or neuter performed on a cat from Miami
Beach pursuant to a spay/neuter event in the City of Miami Beach; or for each spay/neuter of a
cat from Miami Beach performed by a participating veterinarian, as such spay/neuter service for a
cat from Miami Beach may be coordinated by the Contractor.
4.1.4 Contractor shall be reimbursed $1,500 for the purchase of 20 traps
4.1.5 Contractor .
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• 4.2 The Contractor will utilize the Agreement fee only for the Grant purpose and within the Term of
the Agreement. No part of the Agreement fee will be used for lobbying or political activities. In the event
that the Contractor cannot use the Agreement fee for the Grant purpose or within the Agreement Term,
the Contractor must notify the City immediately.
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 portion thereof, performed, including, but
not limited to: the date the service was provided; the location of where the service was provided; the
number of cats (by gender) that received services; the types of services provided (e.g. spay, neuter,
hookworm medication administered, etc.); and the cost of the services to be reimbursed. The invoice
shall be submitted to the City at the following address:
Lynn W. Bernstein
City of Miami Beach
Public Works Department
Sustainability and Outreach Coordinator
1700 Convention Center Drive
Miami Beach, FL 33139
305.673.7080
lynnbernstein(cc�miamibeachfl.gov
SECTION 5
TERMINATION
5.1 TERMINATION FOR CAUSE
If the Contractor 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_Contr_actor_of_its violation_of_th_e particular term(s) of
this Agreement, and shall grant Contractor 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 Contractor. 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.
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Notwithstanding the above, the Contractor shall not be relieved of liability to the City for damages
sustained by the City by any breach of the Agreement by the Contractor. 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 Contractor. 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
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GIVING WRITTEN NOTICE TO CONTRACTOR OF SUCH TERMINATION; WHICH SHALL
BECOME EFFECTIVE WITHIN THIRTY (30) DAYS FOLLOWING RECEIPT BY THE
CONTRACTOR OF SUCH NOTICE. IF THE AGREEMENT IS TERMINATED FOR
CONVENIENCE BY THE CITY, CONTRACTOR 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 Contractor 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
Contractor 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 Contractor, its
officers, employees, agents, contractors, or any other person or entity acting under Consultant's control
or as a result of the Contractor's performance of the
or supervision, in connection with, related to, p
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 Contractor for performance of the
Services under this Agreement is the specific consideration from the City to the Consultant for the
Contractor'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 Contractor shall maintain and carry in full force during the Term, the following insurance:
1. Contractor General Liability, in the amount of$1,000,000;
2. Contractor Professional Liability, in the amount of$200,000; 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. 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 Contractor'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.
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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 Contractor specimen copies of the insurance policies in the event
that submitted certificates of insurance are inadequate to ascertain compliance with required coverage.
The Contractor is also solely responsible for obtaining and submitting all insurance certificates for any
sub-consultants.
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Compliance with the foregoing requirements shall not relieve the Contractor of the liabilities and
obligations under this Section or under any other portion of this Agreement.
The Contractor 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,
Contractor 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 Contractor'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, Contractor hereby
agrees that the City shall not be liable to the Contractor for damages in an amount in excess of$10,000
f or-any_action-orclaim for-breach-of=contract-arising-out-of the=pectormance_or om_perforrnance of_an_y
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
PUBLICITY
9.1 The Contractor hereby grants PetSmart Charities the right, in connection with the Grant, and any
other Grant or Grant Statement that is executed by the City and PetSmart Charities for the purposes of
funding the Services delineated in this Agreement, to publish, print, transmit, display or otherwise use the
Contractor's name, logo, and photographs, or any other representation of the Contractor, including, but
not limited to, its facilities and activities, via all forms of media now known or hereafter devised
worldwide, in perpetuity, without notice, attribution or compensation to the Contractor. The Contractor
agrees to provide and/or obtain such written releases, assignments or other documents for itself and/or
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from any third parties (for themselves and/or their pets) as may be necessary to enforce the rights of
PetSmart Charities granted in the Grant without any compensation of any kind to the Contractor or such
third parties. The Contractor agrees that PetSmart Charities may require the Contractor to recognize
PetSmart Charities and/or certain donors to PetSmart Charities (including, without limitation, naming or
affixing some object of recognition). Unless otherwise agreed to by the parties, such recognition shall
remain in place in perpetuity or until removal is requested by PetSmart Charities.
9.2 If the Contractor desires to publicize any information relating to this Agreement or otherwise
disclose the terms of this Agreement, the Contractor must first contact the City and obtain advanced
written permission. Notwithstanding the above, this Agreement is subject to disclosure, inspection, or
copying pursuant to Florida Public Records law (including, w/o limitation, Chapter 119, Florida Statutes)
and/or a legally binding. order from a court or administrative body vested with jurisdiction over the subject
matter. All media materials (e.g., press releases, annual reports, newsletters, invitations, etc.)that include
any reference to the Agreement and/or Grant (including, but not limited to, information relating to the
Agreement fees, Grant Funds, Grant Purpose or PetSmart Charities) must be reviewed and approved by
the City in advance, and may not be made publicly available until such time as the City provides written
consent to the Contractor to do so and then only in accordance with the City's written consent.
9.3 The Contractor shall obtain the prior written consent from the City prior to granting to any entity or
individual any publicity or sponsorship rights in connection with the Contractor's activities that in any way
relate to this Agreement or the Grant.
SECTION 10
GENERAL PROVISIONS
10.1 AUDIT AND INSPECTIONS
Upon reasonable verbal or written notice to Contractor, 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 Manager 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. Contractor 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 Contractor 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
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In connection with the performance of the Services, the Contractor 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 Contractor 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 Contractor 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
Contractor further covenants that in the performance of this Agreement, no person having any such
interest shall knowingly be employed by the Contractor. 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 Contractor 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: Charlene Grail
Executive Director
The Cat Network, Inc.
3301 Ponce de Leon Boulevard, Suite 210
_ — _ =Cor-al Gable_, FL-
786.223.6828 -33134
TO CITY: - - -- — -- Eric Carpenter ---- - ---- ------ -Public Works Director
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
305.673.7080
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
MISCELLANEOUS PROVISIONS
12i 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 Contractor 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.
[REMAINDER OF THIS PAGE_LEFT INTENTIONALLY BLANK]
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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 BEACH, FLORIDA
ATTEST:
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By a�
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City Clerk yor
IN C OR P ORATED
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FOR CONTRACTOR: .4 4 / 26TM j\--),THE CAT NETWORK, INC.
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ATTEST:
By: `
Signa re / Charlene Grail
Vice President
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EXHIBIT 2
Agreement Timeline/Schedule
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