Professional Services Agreement with Cambridge University Technical Services Limited c.20/S--02 g 7,28
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
AND
CAMBRIDGE UNIVERSITY TECHNICAL SERVICES LIMITED
FOR
CONSULTING SERVICES
This Professional Services Agreement ("Agreement") is entered into this l I day
of —\ LA-4L 2016, 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
CAMBRIDGE UNIVERSITY TECHNICAL SERVICES LIMITED a wholly owned trading
subsidiary of the University of Cambridge (with Dr. Barak Ariel as Principal Researcher),
whose address is: The Old Schools, Trinity Lane, Cambridge CB2 1TN, United Kingdom
(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 the Department of Justice Grant
Agreement Number 2015-WY-BX-0002 between the City of Miami
Beach and the US Department of Justice (Grant Agreement) together
with all amendments thereto, issued by the City in contemplation of
this Agreement which is 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 Professional Services Agreement and then
the Grant Agreement.
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.
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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).
2.2 Consultant's Services, and any deliverables incident thereto, shall be completed in
accordance with the timeline and/or schedule in Exhibit"A" hereto.
2.3 The Grant Agreement is incorporated into this Professional Services Agreement as
Exhibit "B". The Consultant will comply with all regulations and guidelines listed in the Grant
Agreement(Exhibit"B").
SECTION 3
TERM
The term of this Agreement (the "Term") shall commence upon execution of this Agreement
by all parties hereto, and shall have a term through September 30, 2018, and shall have no
renewal options, to be exercised by the City.
Notwithstanding the Term provided herein, Consultant 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 or identified in
Exhibit A hereto.
SECTION 4
FEE
4.1 In consideration of the Services to be provided, Consultant shall be compensated on
a fixed fee basis, in the amount of$371,379.
4.2 Fee is to be paid upon satisfactory delivery of service and invoicing to the City.
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:
Chief Daniel J. Oates
Miami Beach Police Department
1100 Washington Avenue
Miami Beach, FL 33139
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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 or the Proposal
Documents, 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 or the Proposal Documents, and shall grant Consultant thirty (30)
days to cure such default. If such default remains uncured after thirty (30) 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. The termination of this
Agreement does not affect any rights or obligations of either party which have arisen
or accrued up to and including the date of termination including the right to payment
under 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.
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.
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SECTION 6
INDEMNIFICATION AND INSURANCE REQUIREMENTS
6.1 INDEMNIFICATION
Consultant agrees to indemnify 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. Consultant General Liability, in the amount of$1,000,000;
2. Consultant Professional Liability, in the amount of$200,000; and
3. Workers Compensation & Employers Liability, as required pursuant to Florida Statutes.
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. The insurance certificates for General Liability and Professional
Liability shall include the City as an additional insured and shall contain a waiver of
subrogation endorsement.
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.
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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 LIABILITY
8.1 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. The limitation set forth herein shall not preclude
the Consultant's recovery for the non-payment of the Fee, provided the Fee has been for
those Services actually rendered to the City by the Consultant and approved by the City
and the Department of Justice.
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.
8.2 The liability of the Consultant to the City, in connection with or in any way arising out
of or relating to, this Agreement is limited to the amount of the Fee actually received by
Consultant from the City for the Services provided under this Agreement.
8.3 Notwithstanding the indemnification provision set forth in Section 6.1 of the Agreement,
the Consultant and the Principal Researcher, will not be liable to the City for any and all
claims, demands or causes of action, of whatsoever kind or nature, and the resulting
losses, costs, expenses, reasonable attorney's fees, liabilities, damages, orders,
judgments, or decrees, sustained by the City, that directly arise out of, or by reason of, or
resulting from the City's negligent acts, errors, omissions or willful misconduct of the City or
its employees or agents.
8.4 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]
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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 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. 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.
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, intersexuality, 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, directly 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, Consultant shall not knowingly employ any person having such interest.
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: Dr. Barak Ariel
Cambridge University Technical Services Limited
The Old Schools
Trinity Lane
Cambridge CB2 1TN
United Kingdom
TO CITY: Mr. David Warner
Police Department
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
With Copy to:
Chief Daniel J. Oates
Police Department
City of Miami Beach
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.
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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.
12.4 CONSULTANT'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
Pursuant to Section 119.0701 of the Florida Statutes, if the Consultant meets the definition of
"Contractor" as defined in Section 119.0701(1)(a), the Consultant shall:
a) Keep and maintain public records that ordinarily and necessarily would be required by
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
cost, all public records created, received, maintained and/or 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
shall destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. All records stored electronically must
be provided to the City in a format that is compatible with the information technology
systems of the City.
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,
or other material, regardless of the physical form, characteristics, or means of transmission,
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made or received pursuant to law or ordinance or in connection with the transaction of official
business of the City.
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.
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.
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 BEACr• FLORIDA
ATTEST: r
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City Clerk :yo • evne
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INCORP ORATED
FOR CONSULTANT: p�� ...0 ) MBRIDGE UNIVERSITY
'( r•,A -V�"TECHNICAL SERVICES LIMITED
ATTEST:
By: /71
Signatory Signatory
Dr P.Seabrfght
Deputy Director
Cambridge Enterprise Ltd Helen Atkinson
Deputy Head of Consultancy Services
Print Name I Title 197inatii070tY
Date: --S"3_—\ -oV Date: J(,v(y Z°(AQ'
•
APPROVED AS TO
FORM & LANGUAGE
9 &FOR EXECUTION
•
City Attorney Date
•
EXHIBIT"A"
YEAR 1 YEAR 2 TOTALS
Year 1 Year 2 Total Total
Service Personnel Rate #Days Total Rate #Days Total Dr Ariel Contract
Body Worn
Cameras
Problem
Solving
Project Dr Ariel $624.11 265.5 $165,700 $624.11 265.5 $165,700 $331,400
Evaluation:
Data
Preparation
and
Collation Contract $82.00 159.5 $13,079 $82.00 159.5 $13,079 $26,158
Evaluation:
Statistical
Assessment Contract $498.90 5 $2,495 $498.90 5 $2,495 $4,989
Training
(Up to 3
trainers) Contract $92.00 48 $4,416 $92.00 48 $4,416 $8,832
Total $331,400 $39,979
$371,379
Service/Personnel
Dr. Ariel: Body Worn Cameras Problem Solving Project
o Development and implementation of the research project;
o Management of the experiment project;
O Surveying a large number of individuals from various departments. The Rashomon
Survey developed by Ariel and Tankebe (2014) utilizes both mobile technology and
automatized surveys that dramatically reduce these costs to a fraction of ordinary
surveys — without jeopardizing the integrity of the assessment. Managing these
surveying jobs - which look at the views of all stakeholders - requires back office
management of the data;
O Conducting debriefing meetings to encourage officers to speak freely about the
implementation and to inform the Management Team about their process. It is also an
opportunity to present to front line officers the findings from the implementation
algorithm results to increase compliance and adherence to the design protocol. A
one-hour session (bi-weekly) is required to deliver these sessions, which would be
intentionally facilitated by the research partner, in order to allow for officers to freely
speak without fearing 'retaliation' from line managers. As such, these debriefs include
pre-test as well as post-test periods;
Total:4331,400.
11:117,12s;
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•
•
Contract: Data Preparation and Collation.
• The project is expected to produce a rich body of data to assess, in terms of
implementation, cost-benefits, and qualitative (as well as quantitative) data. The
data must be continuously transformed into quantifiable and measurable data points.
Total: $26,158
•
Contract: Evaluation: Statistical Assessment
• A professional statistician will be hired for statistical consultancy. The lab or a similar
consultant will assess the outcomes and cost-to-benefit estimates.
Total: $4,989
Contract: Training
• Responsible for training. In order to increase compliance and guarantee that officers
are fully committed to the experiment, a series of training sessions prior to the study
will be required. The training will build on the experiences of other forces who have
already implemented a BWC program through experimental design — namely the
Rialto Police, Ventura Police, and two forces in England and Wales — who would
share their 'stories' with the MBPD. These sessions are meant to instill much-needed
enthusiasm with officers that may be deterred from using BWC. The research partner
will participate in these sessions in order to train officers with the requirements of the
random assignment.
Total: $8,832
Total Dr Ariel: $331,400
Total: Contract: $39,979
Total Budget: $371,379.
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