Loading...
HomeMy WebLinkAboutNational Captioning Inst. AgmtCAI PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CI_T? OF MIAMI BEACH, FLORIDA AND NATIONAL CAPTIONING INSTITUTE, INC., FOR REAL- TIME CLOSED CAPTIONING SERVICE OF ALL CITY OF MIAMI BEACH COMMISSION MEETINGS, AND OTHER TELEVISED MEETINGS, AS REQUIRED THIS AGREEMENT made and entered into this,~ '~' day o~ ,200~', · /] ! by and between the CITY OF MIAMI BEACH, FLORIDA (hereinaffer~eferred to as City), a municipal corporation, having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139, and NATIONAL CAP'['IONJNG INSTITUTE, INC. (hereinafter referred to as Contractor), a ~ c§rporation, whose address is 1900 Gallows Road, Suite 3000, Vienna, Virginia, 22182. Agreement: City Manager: Contractor: Services: Fee: Risk Manager: SECTION 1 DEFINITIONS This Agreement between the City and Contractor. The Chief Administrative Officer of the City. For the purposes of this Agreement, Contractor shall be deemed to be an independent Contractor, and not an agent or employee of the City. All services, work and actions by the Contractor performed pursuant to or undertaken under this Agreement, as described in Section 2 and Exhibit "A" hereto. Amount paid to the Contractor to cover the costs of the Services. The Risk Manager of the City, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139, telephone number (305) 673-7000, Ext. 6435, and fax number (305) 673- 7023. SECTION 2 SCOPE OF WORK The scope of work to be performed by Contractor is set forth in Invitation to Bid No. 31- 04/05, and Contractor's Bid response thereto, both attached as Exhibit "A" hereto (the Services). SECTION 3 COMPENSATION 3.1 FEE Contractor shall be compensated for the Services, as set forth in Section 2 and Exhibit "A" and based on the services provided, as needed, by the City. 3.2 INVOICING Contractor shall submit invoices on a monthly basis, for the duration of the contract. Invoices will be subject to verification and approval by the City's ADA Coordinator in the Public Works Department, or designated representative. All invoices must reference the purchase order issued by the City's Procurement Division; dates and specific times of service provided; and a breakdown of any materials provided; as set forth in Invitation to Bid No. 31-04/05, and Contractor's Bid response thereto, attached as Exhibit "A" hereto. 3.3 METHOD OF PAYMENT Payments shall be made for Services satisfactorily rendered within thirty (30) days of the date of invoice, in a manner satisfactory to, and as approved and received by, the City. Contractor shall mail invoices in duplicate to: City of Miami Beach ADA Coordinator Public Works Department Attn: Heidi-Johnson Wright 1700 Convention Center Drive, 4th Floor Miami Beach, Florida 33139 With a copy to: City of Miami Beach Accounts Payable Department 1700 Convention Center Drive, 3rd Floor Miami Beach. FL 33139 SECTION 4 GENERAL PROVISIONS 4.1 RESPONSIBILITY OF THE CONTRACTOR With respect to the performance of the Services, the Contractor shall exercise that degree of skill, care, efficiency and diligence normally exercised by recognized professionals with respect to the performance of comparable Services. in its performance of the Services, the Contractor shall comply with all applicable laws, ordinances, and regulations of the City, Miami-Dade County, State of Florida, and Federal Government. 4.2 PUBLIC ENTITY CRIMES A State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Cdmes shall be filed with the City's Procurement Division, prior to commencement of the Services herein. 4.3 DURATION AND EXTENT OF AGREEMENT The term of this Agreement shall be for an initial term of two (2) years commencing on the last date of execution of the Agreement by the parties hereto. At its sole discretion, the City may renew this Agreement upon the same terms and conditions, for up to three (3) additional one (1) year renewal options, upon sixty (60) days notice to Contractor (such notice to be provided prior to the end of the initial term or a renewal term, as the case may be). 4.4 TIME OF COMPLETION The Services to be rendered by the Contractor shall commence upon receipt of a Purchase Order from the City, subsequent to the execution of the Agreement. The Services shall be ongoing for the term of the Agreement, on an as needed basis, per Invitation to Bid No. 31-04/05 and Contractor's response to the Bid. 4.5 INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City of Miami Beach and its officers, employees and agents, from and against any and all actions, claims, liabilities, losses, and expenses, including, but not limited to, attomeys' fees, for personal, economic or bodily injury, wrongful death, loss of or damage to property, at law or in equity, which may adse or be alleged to have adsen from the negligent acts, errors, omissions or other wrongful conduct of the Contractor, its employees, agents, sub-contractors, or any other person or entity acting under Contractor's control, in connection with the Contractor's performance of the Services pursuant to this Agreement; and 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 parties agree that one percent (1%) of the total compensation to the 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 Contractor's obligation under this Subsection shall not include the obligation to indemnify the City of Miami Beach and its officers, employees and agents, from and against any actions or claims which arise or are alleged to have arisen from negligent acts or omissions or other wrongful conduct of the City and its officers, employees and agents. The parties each agree to give the other party prompt notice of any claim coming to its knowledge that in any way directly or indirectly affects the other party. 4.6 TERMINATION~ SUSPENSION AND SANCTIONS 4.6.1 Termination for Cause If the Contractor shall fail to fulfill in a timely manner, or otherwise violate any of the covenants, agreements, or stipulations material to this Agreement, the City 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 terms 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, upon thirty (30) days' notice to Contractor, may terminate this Agreement and 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 additionally 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 the defaulting party. The City shall be entitled to recover all costs ,of such actions, including reasonable attorneys' fees. To the extent allowed by law, the defaulting party waives its right to jury trial and its right to bring permissive counter claims against the City in any such action. 4.6.2 Termination for Convenience of City NOTWITHSTANDING SECTION 4.6.1, THE CITY MAY ALSO, FOR ITS CONVENIENCE AND WITHOUT CAUSE, TERMINATE AT ANY TIME DURING THE TERM HEREOF BY GIVING WRITTEN NOTICE TO CONTRACTOR OF SUCH TERMINATION, WHICH SHALL BECOME EFFECTIVE THIRTY (30) DAYS FOLLOWING RECEIPT BY THE CONTRACTOR OF THE WRITTEN TERMINATION NOTICE. IN THAT EVENT, ALL FINISHED OR UNFINISHED DOCUMENTS AND OTHER MATERIALS, AS DESCRIBED IN SECTION 2 AND IN INVITATION TO BID NO. 31-04/05, AND CONTRACTOR'S BID RESPONSE, ATTACHED HERETO, SHALL BE PROPERLY ASSEMBLED AND DELIVERED TO THE CITY AT CONTRACTOR'S SOLE COST AND EXPENSE. IF THE AGREEMENT IS TERMINATED BY THE 'CITY AS PROVIDED IN THIS SUBSECTION, CONSTRACTOR SHALL BE PAID FOR ANY SERVICES SATISFACTORILY PERFORMED, AS DETERMINED BY THE CITY AT ITS DISCRETION, UP TO THE DATE OF TERMINATION. PROVIDED, HOWEVER, THAT AS A CONDITION PRECEDENT TO SUCH PAYMENT, CONTRACTOR SHALL DELIVER ANY AND ALL DOCUMENTS, MATERIALS, ETC, TO CITY, AS REQUIRED HEREIN. 4.6.3 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 4.6.2. 4.6.4 Sanctions for Noncompliance with Nondiscrimination Provisions In the event of the Contractor's noncompliance with the nondiscrimination provisions of this Agreement, the City shall impose such sanctions as the City, Miami- Dade County, and / or the State of Florida, as applicable, may determine to be appropriate, including but not limited to, withholding of payments to the Contractor under the Agreement until the Contractor complies and/or cancellation, termination or suspension of the Agreement. In the event the City cancels or terminates the Agreement pursuant to this Subsection the rights and obligations of the parties shall be the same as provided in Section 4.6.2. 4.7 CHANGES AND ADDITIONS Changes and additions to the Agreement shall be directed by a written amendment signed by the duly authorized representatives of the City and Contractor. No alteration, change, or modification of the terms of this Agreement shall be valid unless amended in writing, signed by both parties hereto. 4.8 OWNERSHIP OF DOCUMENTS All documents prepared by the Contractor pursuant to this Agreement are related exclusively to the Services described herein, and are intended or represented for ownership by the City. Any reuse, distribution, or dissemination of same by Contractor, other than to the City, must be first approved in writing by the City. 4.9 INSURANCE REQUIREMENTS NIA 4.10 ASSIGNMENT, TRANSFER OR SUBCONTRACTING The Contractor shall not subcontract, assign, or transfer any work under this Agreement in whole or in part, without the prior written consent of the City. 4.11 SUB-CONTRACTORS The Contractor shall be liable for the Contractor's services, responsibilities and liabilities under this Agreement and the services, responsibilities and liabilities of any and all sub-contractors, and any other person or entity acting under the direction or control of the Contractor. When the term "Contractor" is used in this Agreement, it shall be deemed to include any sub-contractors and any other person or entity acting under the direction or control of Contractor. 4.12 EQUAL EMPLOYMENT OPPORTUNITY In connection with the performance of this Agreement, the Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, sex, age, and national origin, place of birth, marital status, physical handicap, or sexual orientation. The Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during their employment without regard to their race, color, religion, ancestry, sex, age, and national origin, place of birth, marital status, disability, or sexual orientation. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or termination; recruitment or recruitment advertising; layoff or termination; rates of pay, or other forms of compensation; and selection for training, including apprenticeship. 4.13 CONFLICT OF INTEREST The Contractor agrees to adhere to and be governed by the Metropolitan Miami-Dade County Conflict of Interest Ordinance (No. 72-82), as amended; and by the City of Miami Beach Charter and Code, which are incorporated by reference herein as if fully set forth herein, in connection with the Agreement conditions hereunder. The Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirectly which should 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 are 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 therefrom. 4.14 PATENT RIGHTS; COPYRIGHTS; CONFIDENTIAL FINDINGS Any patentable result arising out of this Agreement, as well as all information., specifications, processes, data and findings, shall be made available to the City for public use. No reports, other documents, articles or devices produced in whole or in part under this Agreement shall be the subject of 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. 4.15 NOTICES All notices and communications in writing required or permitted hereunder may be delivered personally to the representatives of the Contractor and the City listed below or may be mailed by registered mail, postage prepaid (or airmailed if addressed to an address outside of the city of dispatch). Until changed by notice in writing, all such notices and communications shall be addressed as follows: TO CONTRACTOR: National Captioning Institute, Inc. Attn: Jack Gates, President 1900 Gallows Road, Suite 3000 Vienna, Virginia (703) 917-7600 TO CITY: City of Miami Beach Attn: Heidi Johnson-Wright ADA Coordinator, Public Works Division 1700 Convention Center Drive Miami Beach, Florida 33139 (305) 673-7000, Ext. 6983 Notices hereunder shall be effective: If delivered personally, on delivery; if mailed to an address in the city of dispatch, on the day following the date mailed; and if mailed to an address outside the city of dispatch on the seventh day following the date mailed. 4.16 LITIGATION JURISDICTION/VENUE This Agreement shall be enforceable in Miami-Dade County, Flodda, 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, THE CONTRACTOR AND 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. 4.17 ENTIRETY OF AGREEMENT This Agreement, Invitation to Bid No. 31-04/05, and Contractor's response to the Bid, shall embody the entire Agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written with reference to the subject matter hereof that are not merged herein and superceded hereby. Invitation to Bid No. 31-04/05, and Contractor's Bid response are hereby incorporated by reference into this Agreement as Exhibit "A" hereto. 4.18 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 $1,000. Contractor hereby expresses its willingness to enter into this Agreement with Contractor recovery from the City for any damage action for breach of contract to be limited to a maximum amount of $1,000. 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 $1,000 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 paragraph 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. 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: ATTEST: By: City Clerk Robert Parcher CITY OF MIAMI BEACH, FLORIDA Mayor David Dermer FOR CONTRACTOR: ATTEST: NATIONAL CAPTIONING INSTITUTE, INC. Print Name Print Name Attachments: Exhibit "A"-Invitation to Bid No. 31-04/05 and Contractor's Bid response APPROVED A~ TO FORM & LANGUAG~ & FOR