Professional Services Agreement between ENVIRONMENTAL PRODUCTS GROUP, INC. and CMB 5
DocuSign Envelope ID:7FFFD517-CD37-47E1-6460-DEBFBEE7713A �'1 �� ,ra
1 ,51V1
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH
AND
ENVIRONMENTAL PRODUCTS GROUP, INC.
FOR
FOR MAINTENANCE, REPAIRS, PARTS,AND ACCESSORY PURCHASES FOR
VACTOR VEHICLES AND CCTV EQUIPMENT
This Professional Services Agreement ("Agreement") is entered into this 19 day of
April , 20 21 ("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(the"City"), and
ENVIRONMENTAL PRODUCTS GROUP, INC., a Florida corporation, whose address is 2525
Clarcona Road,Apopka, FL 32703("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.
City Manager's
Designee: The City staff member who is designated by the City Manager to
administer this Agreement on behalf of the City. The City Manager's
designee shall be the Roy Coley, Public Works Department Director.
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.
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.
Proposal Documents: Intentionally Omitted.
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.
1
DocuSign Envelope ID:7FFFD517-CD37-47E1-B4B0-DEBFBEE7713A
SECTION 2
SCOPE OF 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 Exhibit"A"hereto(the"Services").
Although Contractor may be provided with a schedule of the available hours to provide its
Services, the City shall not control nor have the right to control the hours of the Services
performed by the Contractor; where the Services are performed (although the City will provide
Contractor with the appropriate location to perform the Services); when the Services are
performed, including how many days a week the Services are performed; how the Services are
performed, or any other aspect of the actual manner and means of accomplishing the Services
provided. Notwithstanding the foregoing, all Services provided by the Contractor shall be
performed in accordance with the terms and conditions set forth in Exhibit "A" and to the
reasonable satisfaction of the City Manager. If there are any questions regarding the Services
to be performed, Contractor should contact the following person:
Roy Coley, Department Director
Public Works Department
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
2.2 Contractor's Services, and any deliverables incident thereto, shall be completed in
accordance with the timeline and/or schedule in Exhibit"A"hereto.
SECTION 3
TERM
The term of this Agreement ("Term") shall commence upon execution of this Agreement by all
parties hereto(the Effective Date set forth on p. 1 hereof), and shall have an initial term of three
(3) years, with two(2)one (1)year renewal options, to be exercised at the City Manager's sole
option and discretion, by providing Contractor with written notice of same no less than thirty(30)
days prior to the expiration of the initial term.
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 A hereto.
SECTION 4
FEE
4.1 In consideration of the Services to be provided, Contractor shall be compensated based
on the rates established in Exhibit B, on an as needed basis.
4.2 The purchase of the products and costs of related Service(s) shall not exceed the
amount appropriated annually for these products through the City's budgeting process,
commencing upon the execution of this Agreement by all parties hereto.
2
DocuSign Envelope ID:7FFFD517-CD37-47E1-B4B0-DEBFBEE7713A
4.3 INVOICING
Upon receipt of an acceptable and approved invoice, payment(s) shall be made within forty-five
(45) 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:
Accounts Payable Division
Finance Department
City of Miami Beach
1700 Convention Center Drive, 3rd Floor
Miami Beach, FL 33139
Email: accountspayable@miamibeachfl.gov
Invoices not containing a Purchase Order Number (PO No.) or containing an incorrect PO No.
shall not be approved for payment.
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 Contractor of its violation of
the 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.
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 rights 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 GIVING WRITTEN NOTICE TO CONTRACTOR OF
SUCH TERMINATION; WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30)
DAYS FOLLOWING RECEIPT BY THE CONTRACTOR OF SUCH NOTICE.
ADDITIONALLY, IN THE EVENT OF A PUBLIC HEALTH, WELFARE OR SAFETY
CONCERN, AS DETERMINED BY THE CITY MANAGER, IN THE CITY MANAGER'S
3
DocuSign Envelope ID:7FFFD517-CD37-47E1-8480-DEBFBEE7713A
SOLE DISCRETION, THE CITY MANAGER, PURSUANT TO A VERBAL OR
WRITTEN NOTIFICATION TO CONTRACTOR, MAY IMMEDIATELY SUSPEND THE
SERVICES UNDER THIS AGREEMENT FOR A TIME CERTAIN, OR IN THE
ALTERNATIVE, TERMINATE THIS AGREEMENT ON A GIVEN DATE. 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, defend 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 Contractor's control or supervision, in
connection with, related to, or as a result of the Contractor's performance of the Services
pursuant to this Agreement. To that extent, the Contractor 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 Contractor expressly understands
and agrees that any insurance protection required by this Agreement or otherwise provided by
the Contractor shall in no way limit the Contractor's responsibility to indemnify, keep and save
harmless and defend the City or its officers, employees, agents and instrumentalities as herein
provided.
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 Contractor 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. Auto Liability, in the amount of$1,000,000.
3. Contractor Professional Liability, in the amount of$1,000,000. and
4
DocuSign Envelope ID:7FFFD517-CD37-47E1-B4B0-DEBFBEE7713A
4. 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 "A" as
to management and not less than "Class VII" 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. The insurance certificates for General 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 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-contractors.
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.
he main er of this age is in tion
5
DocuSign Envelope ID:7FFFD517-CD37-47E1-B4B0-DEBFBEE7713A
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.
Contractor 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 for any action or claim for breach of contract arising out of the performance
or non-performance of any obligations imposed upon the City by this Agreement.
Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a
waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida
Statutes.
SECTION 9
DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS/PATENT RIGHTS; COPYRIGHT;
AND CONFIDENTIAL FINDINGS
9.1 DUTY OF CARE
With respect to the performance of the Services contemplated herein, Contractor shall exercise
that degree of skill, care, efficiency and diligence normally exercised by reasonable persons
and/or recognized professionals with respect to the performance of comparable work and/or
services.
9.2 COMPLIANCE WITH APPLICABLE LAWS
In its performance of the Services, Contractor shall comply with all applicable laws, ordinances,
and regulations of the City, Miami-Dade County, the State of Florida, and the federal
government, as applicable.
9.3 PATENT RIGHTS; COPYRIGHT; CONFIDENTIAL FINDINGS
Any work product arising out of this Agreement, as well as all information specifications,
processes, data and findings, are intended to be the property of the City and shall not otherwise
be made public and/or disseminated by Contractor, without the prior written consent of the City
Manager, excepting any information, records etc.which are required to be disclosed pursuant to
Court Order and/or Florida Public Records Law.
All reports, documents, articles, devices, and/or work produced in whole or in part under this
Agreement are intended to be the sole and exclusive property of the City, and shall not be
subject to any application for copyright or patent by or on behalf of the Contractor or its
employees or sub-Contractors,without the prior written consent of the City Manager.
6
DocuSign Envelope ID:7FFFD517-CD37-47E1-B4BO-DEBFBEE7713A
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 INSPECTOR GENERAL AUDIT RIGHTS
(A) Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has
established the Office of the Inspector General which may, on a random basis, perform
reviews, audits, inspections and investigations on all City contracts, throughout the
duration of said contracts. This random audit is separate and distinct from any other
audit performed by or on behalf of the City.
(B) The Office of the Inspector General is authorized to investigate City affairs and
empowered to review past, present and proposed City programs, accounts, records,
contracts and transactions. In addition, the Inspector General has the power to
subpoena witnesses, administer oaths, require the production of witnesses and monitor
City projects and programs. Monitoring of an existing City project or program may
include a report concerning whether the project is on time, within budget and in
conformance with the contract documents and applicable law. The Inspector General
shall have the power to audit, investigate, monitor, oversee, inspect and review
operations, activities, performance and procurement process including but not limited to
project design, bid specifications, (bid/proposal) submittals, activities of the Contractor,
its officers, agents and employees, lobbyists, City staff and elected officials to ensure
compliance with the contract documents and to detect fraud and corruption. Pursuant to
Section 2-378 of the City Code, the City is allocating a percentage of its overall annual
contract expenditures to fund the activities and operations of the Office of Inspector
General.
(C) Upon ten (10) days written notice to the Contractor, the Contractor shall make all
requested records and documents available to the Inspector General for inspection and
copying. The Inspector General is empowered to retain the services of independent
private sector auditors to audit, investigate, monitor, oversee, inspect and review
operations activities, performance and procurement process including but not limited to
project design, bid specifications, (bid/proposal)submittals, activities of the Contractor its
officers, agents and employees, lobbyists, City staff and elected officials to ensure
compliance with the contract documents and to detect fraud and corruption.
7
DocuSign Envelope ID:7FFFD517-CD37-47E1-B4B0-DEBFBEE7713A
(D) The Inspector General shall have the right to inspect and copy all documents and
records in the Contractor's possession, custody or control which in the Inspector
General's sole judgment, pertain to performance of the contract, including, but not limited
to original estimate files, change order estimate files, worksheets, proposals and
agreements from and with successful subcontractors and suppliers, all project-related
correspondence, memoranda, instructions, financial documents, construction
documents, (bid/proposal) and contract documents, back-change documents, all
documents and records which involve cash, trade or volume discounts, insurance
proceeds, rebates, or dividends received, payroll and personnel records and supporting
documentation for the aforesaid documents and records.
(E) The Contractor shall make available at its office at all reasonable times the records,
materials, and other evidence regarding the acquisition (bid preparation) and
performance of this Agreement, for examination, audit, or reproduction, until three (3)
years after final payment under this Agreement or for any longer period required by
statute or by other clauses of this Agreement. In addition:
If this Agreement is completely or partially terminated, the Contractor shall make
available records relating to the work terminated until three (3) years after any
resulting final termination settlement; and
ii. The Contractor shall make available records relating to appeals or to litigation or
the settlement of claims arising under or relating to this Agreement until such
appeals, litigation,or claims are finally resolved.
(F) The provisions in this section shall apply to the Contractor, its officers, agents,
employees, subcontractors and suppliers. The Contractor shall incorporate the
provisions in this section in all subcontracts and all other agreements executed by the
Contractor in connection with the performance of this Agreement.
(G) Nothing in this section shall impair any independent right to the City to conduct audits or
investigative activities. The provisions of this section are neither intended nor shall they
be construed to impose any liability on the City by the Contractor or third parties.
10.3 ASSIGNMENT,TRANSFER OR SUBCONSULTING
Contractor 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.
8
DocuSign Envelope ID:7FFFD517-CD37-47E1-B4B0-DEBFBEE7713A
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 NO DISCRIMINATION
In connection with the performance of the Services, the Contractor shall not exclude from
participation in, deny the benefits of, or subject to discrimination anyone on the grounds of
race, color, national origin, sex, age, disability, religion, income or family status.
Additionally, Contractor shall comply fully with the City of Miami Beach Human Rights
Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time,
prohibiting discrimination in employment, housing, public accommodations, and public
services on account of actual or perceived race, color, national origin, religion, sex,
intersexuality, gender identity, sexual orientation, marital and familial status, age, disability,
ancestry, height, weight, domestic partner status, labor organization membership, familial
situation, or political affiliation.
10.6 CONFLICT OF INTEREST
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, as may be amended from time to time; and by the City of Miami Beach Charter and
Code, as may be amended from time to time;both of which are incorporated by reference as if
fully set forth herein.
Contractor 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. Contractor further covenants that in the performance of this Agreement, Contractor
shall not employ any person having any 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 therefrom.
10.7 CONTRACTOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
(A) Contractor shall comply with Florida Public Records law under Chapter 119, Florida
Statutes, as may be amended from time to time.
(B) The term "public records" shall have the meaning set forth in Section 119.011(12),which
means 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, made or received pursuant to law or
ordinance or in connection with the transaction of official business of the City.
(C) Pursuant to Section 119.0701 of the Florida Statutes, if the Contractor meets the
definition of"Contractor"as defined in Section 119.0701(1)(a),the Contractor shall:
(1) Keep and maintain public records required by the City to perform the service;
(2) Upon request from the City's custodian of public records, provide the City with a
copy of the requested records or allow the records to be inspected or copied
9
DocuSign Envelope ID:7FFFD517-CD37-47E1-B4B0-DEBFBEE7713A
within a reasonable time at a cost that does not exceed the cost provided in
Chapter 119, Florida Statutes or as otherwise provided by law;
(3) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed, except as authorized
by law, for the duration of the contract term and following completion of the
Agreement if the Contractor does not transfer the records to the City;
(4) Upon completion of the Agreement, transfer, at no cost to the City, all public
records in possession of the Contractor or keep and maintain public records
required by the City to perform the service. If the Contractor transfers all public
records to the City upon completion of the Agreement, the Contractor shall
destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. If the Contractor keeps and
maintains public records upon completion of the Agreement, the Contractor shall
meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the City, upon request from the City's
custodian of public records, in a format that is compatible with the information
technology systems of the City.
(D) REQUEST FOR RECORDS; NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the City's contract for
services must be made directly to the City. If the City does not possess the
requested records, the City shall immediately notify the Contractor of the request,
and the Contractor must provide the records to the City or allow the records to be
inspected or copied within a reasonable time.
(2) Contractor's failure to comply with the City's request for records shall constitute a
breach of this Agreement, and the City, at its sole discretion, may: (1)unilaterally
terminate the Agreement; (2) avail itself of the remedies set forth under the
Agreement; and/or(3)avail itself of any available remedies at law or in equity.
(3) A Contractor who fails to provide the public records to the City within a
reasonable time may be subject to penalties under s. 119.10.
(E) CIVIL ACTION.
(1) If a civil action is filed against a Contractor to compel production of public records
relating to the City's contract for services, the court shall assess and award
against the Contractor the reasonable costs of enforcement, including
reasonable attorneys'fees, if:
a. The court determines that the Contractor unlawfully refused to comply with
the public records request within a reasonable time; and
b. At least 8 business days before filing the action, the plaintiff provided written
notice of the public records request, including a statement that the
Contractor has not complied with the request, to the City and to the
Contractor.
(2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of
public records and to the Contractor at the Contractor's address listed on its
contract with the City or to the Contractor's registered agent. Such notices must
be sent by common carrier delivery service or by registered, Global Express
Guaranteed, or certified mail, with postage or shipping paid by the sender and
with evidence of delivery,which may be in an electronic format.
(3) A Contractor who complies with a public records request within 8 business days
after the notice is sent is not liable for the reasonable costs of enforcement.
10
•
DocuSign Envelope ID:7FFFD517-CD37-47E1-B4B0-DEBFBEE7713A
(F) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADOOMIAMIBEACHFL.GOV
PHONE: 305-673-7411
10.8 FORCE MAJEURE
(A) A "Force Majeure" event is an event that(i) in fact causes a delay in the performance of
the Contractor or the City's obligations under the Agreement, and (ii) is beyond the
reasonable control of such party unable to perform the obligation, and (iii) is not due to
an intentional act, error, omission, or negligence of such party, and (iv) could not have
reasonably been foreseen and prepared for by such party at any time prior to the
occurrence of the event. Subject to the foregoing criteria, Force Majeure may include
events such as war, civil insurrection, riot, fires, epidemics, pandemics, terrorism,
sabotage, explosions, embargo restrictions, quarantine restrictions, transportation
accidents, strikes, strong hurricanes or tornadoes, earthquakes, or other acts of God
which prevent performance. Force Majeure shall not include technological impossibility,
inclement weather, or failure to secure any of the required permits pursuant to the
Agreement.
(B) If the City or Contractor's performance of its contractual obligations is prevented or
delayed by an event believed by to be Force Majeure, such party shall immediately,
upon learning of the occurrence of the event or of the commencement of any such delay,
but in any case within fifteen (15) business days thereof, provide notice: (i) of the
occurrence of event of Force Majeure, (ii) of the nature of the event and the cause
thereof, (iii) of the anticipated impact on the Agreement, (iv) of the anticipated period of
the delay, and (v) of what course of action such party plans to take in order to mitigate
the detrimental effects of the event.The timely delivery of the notice of the occurrence of
a Force Majeure event is a condition precedent to allowance of any relief pursuant to this
section; however, receipt of such notice shall not constitute acceptance that the event
claimed to be a Force Majeure event is in fact Force Majeure, and the burden of proof of
the occurrence of a Force Majeure event shall be on the requesting party.
(C) No party hereto shall be liable for its failure to carry out its obligations under the
Agreement during a period when such party is rendered unable, in whole or in part, by
Force Majeure to carry out such obligations. The suspension of any of the obligations
under this Agreement due to a Force Majeure event shall be of no greater scope and no
longer duration than is required. The party shall use its reasonable best efforts to
continue to perform its obligations hereunder to the extent such obligations are not
affected or are only partially affected by the Force Majeure event, and to correct or cure
11
DocuSign Envelope ID:7FFFD517-CD37-47E1-B4B0-DEBFBEE7713A
the event or condition excusing performance and otherwise to remedy its inability to
perform to the extent its inability to perform is the direct result of the Force Majeure
event with all reasonable dispatch.
(D) Obligations pursuant to the Agreement that arose before the occurrence of a Force
Majeure event, causing the suspension of performance, shall not be excused as a result
of such occurrence unless such occurrence makes such performance not reasonably
possible. The obligation to pay money in a timely manner for obligations and liabilities
which matured prior to the occurrence of a Force Majeure event shall not be subject to
the Force Majeure provisions.
(E) Notwithstanding any other provision to the contrary herein, in the event of a Force
Majeure occurrence, the City may, at the sole discretion of the City Manager, suspend
the City's payment obligations under the Agreement, and may take such action without
regard to the notice requirements herein. Additionally, in the event that an event of
Force Majeure delays a party's performance under the Agreement for a time period
greater than thirty (30) days, the City may, at the sole discretion of the City Manager,
terminate the Agreement on a given date, by giving written notice to Contractor of such
termination. If the Agreement is terminated pursuant to this section, 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. In no event will any condition of Force Majeure
extend this Agreement beyond its stated term.
10.9 E-VERIFY
(A) Contractor shall comply with Section 448.095, Florida Statutes, "Employment Eligibility"
("E-Verify Statute"), as may be amended from time to time. Pursuant to the E-Verify
Statute, commencing on January 1, 2021, Contractor shall register with and use the E-
Verify system to verify the work authorization status of all newly hired employees during
the Term of the Agreement. Additionally, Contractor shall expressly require any
subcontractor performing work or providing services pursuant to the Agreement to
likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the
employment eligibility of all new employees hired by the subcontractor during the
contract Term. If Contractor enters into a contract with an approved subcontractor, the
subcontractor must provide the Contractor with an affidavit stating that the subcontractor
does not employ, contract with, or subcontract with an unauthorized alien. Contractor
shall maintain a copy of such affidavit for the duration of the Agreement or such other
extended period as may be required under this Agreement.
(B) TERMINATION RIGHTS.
(1) If the City has a good faith belief that Contractor has knowingly violated Section
448.09(1), Florida Statutes, the City shall terminate this Agreement with
Contractor for cause, and the City shall thereafter have or owe no further
obligation or liability to Contractor.
(2) If the City has a good faith belief that a subcontractor has knowingly violated the
foregoing Subsection 10.9(A), but the Contractor otherwise complied with such
subsection, the City will promptly notify the Contractor and order the Contractor
to immediately terminate the Agreement with the subcontractor. Contractor's
failure to terminate a subcontractor shall be an event of default under this
Agreement, entitling City to terminate the Contractor's contract for cause.
12
DocuSign Envelope ID:7FFFD517-CD37-47E1-B4B0-DEBFBEE7713A
(3) A contract terminated under the foregoing Subsection (B)(1) or (B)(2) is not in
breach of contract and may not be considered as such.
(4) The City or Contractor or a subcontractor may file an action with the Circuit or
County Court to challenge a termination under the foregoing Subsection (B)(1)or
(B)(2) no later than 20 calendar days after the date on which the contract was
terminated.
(5) If the City terminates the Agreement with Contractor under the foregoing
Subsection (B)(1), Contractor may not be awarded a public contract for at least 1
year after the date of termination of this Agreement.
(6) Contractor is liable for any additional costs incurred by the City as a result of the
termination of this Agreement under this Section 10.9.
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 CONTRACTOR: Environmental Product Group Inc.
2525 Clarcona Rd.
Apopka, FL 32703
Attn: Paul Hart, Territory Sales Manager
TO CITY: Public Works Department
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
Attn: Roy Coley, Department Director
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 date of an acknowledged receipt, or, in all other cases,on the
date of receipt or refusal.
The remainder of this page is intentionally left blank.
13
DocuSign Envelope ID:7FFFD517-CD37-47E1-B4BO-DEBFBEE7713A
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 WAIVER OF BREACH
A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of
such provision or modification of this Agreement. A party's waiver of any breach of a provision
of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be
construed to be a modification of the terms of this Agreement.
12.4 JOINT PREPARATION
The parties hereto acknowledge that they have sought and received whatever competent advice
and counsel as was necessary for them to form a full and complete understanding of all rights
and obligations herein and that the preparation of this Agreement has been a joint effort of the
parties, the language has been agreed to by parties to express their mutual intent and the
resulting document shall not, solely as a matter of judicial construction, be construed more
severely against one of the parties than the other.
12.5 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.
The remainder of this page is intentionally left blank.
14
DocuSign Envelope ID:7FFFD517-CD37-47E1-B4B0-DEBFBEE7713A
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:
r—DocuSigned by: �DocuSigned by:
Ilea
By: swop...
City lark bty'thanager"
4/19/2021 I 1:03 EDT
Date:
FOR CONTRACTOR: ENVIRONMENTAL PRODUCTS GROUP,
INC.
ATTEST:
/'
/'
By.
� /�-l3 � i /1.
ff / Ji
�-Y1� t/�lY� �SC
y,t t
Print Name and Title Print Namdand Title
Date: DL 0- 1./0-2.1
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
•tea
OF+f cb jet
k City Attorney f�,-„„ Dote
15 �Vl
•
DocuSign Envelope ID:7FFFD517-CD37-47E1-B4B0-DEBFBEE7713A
EXHIBIT A
SCOPE OF SERVICE
The intent of this Agreement is to describe special terms and conditions for the City of Miami
Beach to purchase maintenance agreement, repair services, parts, and accessories for (4)
Vactor trucks, including CCTV equipment. The Agreement is to ensure that equipment operated
by the City of Miami Beach will provide the lowest total cost during its useful life. This
Agreement includes all preventative maintenance and repairs for in service vehicles and a
discounted rate for time and material for out of service to both the body and chassis with noted
exceptions.
The term "normal workday" shall mean a day which falls on or between Monday and Friday of
the calendar week, 52 weeks a year, excluding City Holidays. A list of all City Holidays shall be
supplied to Contractor upon award of this Agreement.
The term "normal working hours" shall mean the time period of a normal workday when the City
of Miami Beach main equipment shop and/or maintenance facility is normally open for
operation. The City shall supply Contractor with this information upon award of this Agreement.
The term "in-service date" shall mean the date the City of Miami Beach places the unit in
operation.The City will notify the Contractor principal of the in-service date.
The term"downtime"shall mean the period of time measured in normal workdays that the unit is
unable or unsafe to perform those operations for which the unit was designed.
The City of Miami Beach is responsible for providing fuel, insurance, (nozzles, leader hose,
debris hose and rodder hose) and operator for the sewer cleaner. Original equipment items
listed in this paragraph to be utilized and will be supplied at fleet pricing.
The City of Miami Beach is responsible for the daily maintenance of the sewer cleaner in
accordance with instructions from Contractor and/or the manufacturer.
Contractor is responsible for the cost and labor of the following:
1) All preventative maintenance requirements for the chassis and body.
2) Sewer Cleaner and related components.
3) All repairs to chassis and related components except tires. Operator damage is not
included.
4) Repair of damage caused by City of Miami Beach personnel is not covered by this
Agreement and must be repaired to manufacturer's original specifications within a
reasonable time frame upon notification of damage.
Contractor shall be fully responsible for transporting to and from the City's facility, at no cost to
the City, for any repairs or maintenance required, if said repairs or maintenance cannot be
completed at the City of Miami Beach facility.
This proposal is based on maximum average annual usage of the sewer cleaner equipment of
2,000 engine hours per year. An hourly charge of$75.00 will be invoiced for hours exceeding
2,000 annual engine hours per year.
Contractor shall guarantee: 1) that the equipment covered under this Agreement will be
available for operation at least 95% of normal workdays; 2) that the equipment under this
16
DocuSign Envelope ID:7FFFD517-CD37-47E1-B4B0-DEBFBEE7713A
Agreement will not be out of service for more than five(5)consecutive normal workdays; and 3)
that the equipment covered under this Agreement will not be out of service for more than five(5)
normal workdays in any 100 consecutive, normal workdays (collectively, Level of Service
Warranty).
Equipment"Downtime" shall refer to equipment put out of service for any reason other than i.e.,
operator damage,theft, vandalism, accident, or incidents out of control of Contractor,which may
render the unit unable or unsafe to perform those operations for which the unit is designed. The
City's personnel, after inspection, will determine, in conjunction with Contractor's principal, if the
unit was inoperable or unsafe and the cause of the Downtime. Equipment Downtime shall not
apply to equipment out of service as a result of routine maintenance.
The Downtime period shall commence on the first normal workday, following Contractor's
notification by the City that the unit is inoperable or unsafe and requires repair the City's Fleet
Manager will notify the Contractor principal, during normal working hours of a unit that is out of
service and requires repair. The unit will be considered in service (operational) starting the first
normal workday following the completion of the repair and/or return of the repaired unit.
Therefore, the Downtime period will stop at the beginning of the first normal day following the
repair completion or return of the repaired unit to the City's facility.
Equipment availability or in-service percentage(uptime)will be computed by the City at the end
of each 100 consecutive, normal workday period, beginning from the in-service date, using
Downtime increments of normal workdays. In order to determine whether or not Contractor has
achieved the Level of Service Warranty, the City will use the following formula to compute
equipment availability at the end of each 100 consecutive, normal workday period: Equipment
Availability=1(100 Days-Downtime)/100 Daysl x 100%
NOTE: The term "Days" refers to normal workdays. The term "Downtime" refers to the total
downtime accumulated during the 100 consecutive, normal workday period.
Contractor will credit the City of Miami Beach a daily amount of$75.00 for each normal workday
required to achieve the 95% equipment Level of Service Warranty in the event a replacement
unit is not available.
Contractor will provide a relief unit should repair downtime be more than five (5) consecutive
normal workdays. All costs associated with securing and delivering the relief unit shall be at
Contractor's expense, with no cost to the City. The relief unit must be functionally equivalent to
its replacement.
This guarantee shall be in effect for a period of(5 years). Time will be measured in calendar
years from the in-service date and engine hours will be recorded on the electric, solid state hour
meter provided with the unit.
City of Miami Beach is responsible for payment of Title and License Plate Fees.
17
DocuSign Envelope ID:7FFFD517-CD37-47E1-B4BO-DEBFBEE7713A
EXHIBIT B
FEES
VACTOR MANUFAC7TURING PARTS AND SERVICES
Item Description Labor Rate Per Hour or%Discount
1 Annual Maintenance Cost per Vactor Truck $13,200.00
2 Parts 10%
3 Lubricants and Materials 10%
Hourly Labor Rate for Repairs
(Environmental Products Group,Inc.Shop Location)
4 Mon.-Fri 7am-3:30pm. $134.00
5 Hourly Labor Rate for Repairs(City Facility Location) S144.00
6 Travel(Each Way) $75.00
jENVIROSIGiiT PARTS AND,SEErma
Item Description Labor Rate Per Hour or%Discount
7 Products 5%
8 Accessories 5%
9 Parts 10%
10 Materials 10%
Hourly Labor Rate for Repairs
11 (Environmental Products Group,Inc.Shop Location)
Mon.-Fri 7am-3:30pm. $140.00
12 Hourly Labor Rate for Repairs(City Facility Location) $150.00
13 Travel(Each Way) $75.00
Service dates for current fleet of Vactor trucks. Additional trucks may be added during the life of
the Agreement, based upon the same pricing offered for the initial fleet of Vactor trucks (5-year
maximum from the initial service date).
Initial fleet of Vactor trucks:
1) Serial# 16-02V-16085 In service dates:April 6, 2016 through April 5, 2021
2) Serial# 16-06V-16253 In service dates: July 1, 2016 through July 1,2021.
3) Serial# 16-12V16541 Did not exercise the 5-year maintenance plan.
4) Serial# 18-08V-17740 In service dates: September 12, 2018 through September 12,
2023
18
DocuSign Envelope ID:7FFFD517-CD37-47E1-B4BO-DEBFBEE7713A
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Ik
DocuSign Envelope ID:7FFFD517-CD37-47E1-B4BO-DEBFBEE7713A
(1,IVi;,la!r or CiRaoeerlorr5
1.)1VEY_di OfSONSSO
Or Jam_ (Di
itwe of Flunrki n rrnu�
I,2npr meat of Stale / Plyiaion of Coif/oration / Search Records / Search ty Entity Namg,/
Detail by Entity Name
Florida Profit Corporation
ENVIRONMENTAL PRODUCTS GROUP,INC.
Filing information
Document Number P01000110236
FEI/EIN Number 59-3757718
Date Filed 11/16/2001
State FL
Status ACTIVE
Last Event AMENDMENT AND NAME CHANGE
Event Date Filed 08/23/2016
Event Effective Date NONE
Principal Address
2525 CLARCONA ROAD
APOPKA,FL 32703
Changed: 11/15/2011
ming g Address
2525 CLARCONA ROAD
APOPKA,FL 32703
Changed: 11/15/2011
Regiialnisd Agent Name&Address
GUEVARA,AIXA
915 Innovation Way
#308
Altamonte Springs,FL 32714
Name Changed:05/31/2019
Address Changed:05/31/2019
Officer/Director Detail
Name&Address
Title President and Chief Executive Officer
Haase,Christopher
DocuSign Envelope ID:7FFFD517-CD37-47E1-B4BO-DEBFBEE7713A
RESOLUTION NO. 2021-31584
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, AUTHORIZING THE CITY MANAGER TO
NEGOTIATE AN AGREEMENT WITH ENVIRONMENTAL PRODUCTS GROUP
INC.,AS A SOLE SOURCE PURCHASE PURSUANT TO SECTION 2-367(d)OF
THE MIAMI BEACH CITY CODE, FOR MAINTENANCE, REPAIRS, PARTS,
AND SOFTWARE PURCHASES FOR 1)VACUUM TRUCKS MANUFACTURED
BY VACTOR MANUFACTURING INC. AND 2) CCTV EQUIPMENT
MANUFACTURED BY ENVIROSIGHT LLC, BASED UPON THE AGREED
UPON PRICING SCHEDULE; SAID AGREEMENT HAVING AN INITIAL TERM
FOR A PERIOD OF THREE (3) YEARS, WITH TWO (2) ADDITIONAL ONE (1)
YEAR RENEWAL TERM OPTIONS, AT THE DISCRETION OF THE CITY
MANAGER, IN THE AMOUNT NOT TO EXCEED THE FUNDS APPROPRIATED
ANNUALLY FOR THE MAINTENANCE OF THE EQUIPMENT; AND FURTHER
AUTHORIZING THE CITY MANAGER TO EXECUTE THE FINAL AGREEMENT
UPON COMPLETION OF SUCCESSFUL NEGOTIATIONS.
WHEREAS, the Wastewater and Stormwater Division of the Public Works Department
("Department") operates and maintains four (4) vacuum trucks manufactured by Vactor
Manufacturing inc., a subsidiary of Federal Signal Corporation; and
WHEREAS, vacuum trucks are critical for the unclogging of sewer blockages, sewer
maintenance, and storm water line cleaning throughout the City; and
WHEREAS, vacuum trucks require annual maintenance to maintain operational status
and extend their useful vehicle life; and
WHEREAS,the Public Works Department uses circuit television("CCN')equipment and
software manufactured by Envirosight LLC along with the vacuum trucks for wastewater and
storm infrastructure video pipeline inspections; and
WHEREAS, the Procurement Department attempted to seek quotes for the preventative
maintenance of the vacuum trucks, but no quotes were received; and
WHEREAS,on December 17,2020,the Procurement Department publicly released Intent
to Sole Source (ITS) No. 2021-098-NA, requesting that any vendor that believes it can provide
the City with the necessary services, repairs and parts for Vactor trucks and Evnirosight products,
submit written notification to the contracting officer for consideration; and
WHEREAS, the Procurement Department did not receive any notification from any
vendor; and
•
WHEREAS, on January 20, 2021, Envirosight LLC notified the City that only
Environmental Products Group("EPG")is the sole provider of its family of products, services, and
software in the State of Florida; and
WHEREAS, on January 26, 2021, Federal Signal Corporation notified the City that only
Environmental Products Group is authorized to service and sell parts for the Vactor equipment
within the City's region; and
DocuSign Envelope ID:7FFFD517-CD37-47E1-B4B0-DEBFBEE7713A
WHERES, Public Works and Procurement Departments staff negotiated an agreement
with EPG, establishing a fixed price for annual preventive maintenance, labor rates for repairs,
and a discount for additional products for both Vactor and Envirosight products; and
WHEREAS,the scope of this agreement will not include the purchase of new equipment,
as any new equipment will be procured under a separate authority; and
WHEREAS, the Public Works Department determined that the prices offered are fair and
reasonable and recommends negotiating and executing an agreement with Environmental
Products Group, Inc. for maintenance, repairs, parts, equipment, software, and related items of
Vactor Manufacturing, Inc. and Envirosight LLC equipment.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby authorize the City Manager to negotiate an agreement with Environmental
Products Group Inc.,as a sole source purchase pursuant to Section 2-367(d)of the Miami Beach
City Code, for maintenance, repairs, parts, and software purchases for 1) vacuum trucks
manufactured by Vactor Manufacturing Inc. and the 2) CCTV equipment manufactured by
Envirosight LLC, based upon the agreed upon pricing schedule; said agreement having an initial
term of three (3)years,with two (2)additional one(1)year renewal terms at the discretion of the
City Manager, in the amount not to exceed funds appropriated annually for the maintenance of
the equipment; and further authorize the City Manager to execute the final agreement upon
completion of successful negotiations.
PASSED and ADOPTED this /0 day of_'62172021.
ATTEST:
Rafae' E. Granado, City Clerk Dan Gelber, Mayor
tiHfl]RA p ,th
eti, 6 =
APPROVED AS TO
FORM & LANGUAGE
&FOR EXECUTION
I--LT
-LI
City Attorney ,,,� � Date