21 RESOLUTION NO. ~~~~~~~~=
2
3 A Resolution authorizing the City Manager on behalf of the City to execute
4 and otherwise enter into the attached agreement between the City of South
5 Miami and Tidal Basin Government Consulting, LLC, piggybacking from
6 the City of Aventura executed agreement,· to perform professional disaster
7 debris monitoring services; authorizing the City Manager to do all things
8 necessary to carry out the aims of this resolution.
9
10 WHEREAS, the City Charter authorizes the City to provide for extraordinary
11 measures in time of emergency; and
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13 WHEREAS, the City enacted Chapter 14 and specifically Section 14-5 to provide
14 for emergency procurement procedures by written resolution; and
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16 WHEREAS, the City Manager has declared an emergency due to Hurricane
17 Irma; and
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19 WHEREAS, there is a present danger to the health, safety and welfare of the
20 residents, businesses and visitors to the City due to debris from Hurricane Irma that has
21 accumulated in the right of way within the City; and
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23 WHEREAS, the City of Aventura competitively solicited bids for professional
24 disaster debris monitoring services and Tidal Basin Government Consulting, LLC was
25 selected by the City of Aventura pursuant to that solicitation; and
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27 WHEREAS, the City of A ventura, pursuant to its solicitation, entered into a
28 professional disaster debris monitoring services with Tidal Basin Government
29 Consulting, LLC; and
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31 WHEREAS, the City of Aventura's competitive solicitation process was equal to
32 that of the City of South Miami's procedure.
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34 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
35 COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA:
36
37 Section 1. The City Manager is authorized to enter into an agreement between the
38 City of South Miami and Tidal Basin Government Consulting, LLC, piggybacking from
39 the City of Aventura's executed agreement, to perform professional disaster debris
40 monitoring services pursuant to Chapter 14 and specifically Section 14-5 of the City's
41 Code of Ordinances. This resolution, authorizing the agreement, establishes an
42 emergency procurement procedure that is limited to the clean up from Hurricane Irma.
43
1 Section 2. If any section, clause, sentence, or phrase of this resolution is for any
2 reason held invalid or unconstitutional by a court of competent jurisdiction, the holding
3 shall not affect the validity of the remaining portions of this resolution.
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5 Section 3.' This resolution shall take effect immediately upon adoption.
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PASSED AND ADOPTED this __ th_day of _____ , 2017.
ATTEST: APPROVED:
CITY CLERK MAYOR
1.4 READ AND APPROVED AS TO FORM, COMMISSION VOTE
1.5 LANGUAGE, LEGALITY, Mayor Stoddard:
1.6 AND EXECUTION THEREOF: Vice Mayor Welsh:
1. 7 Commissioner Edmond:
1.8 Commissioner Harris:
1. 9 Commissioner Liebman:
20 CITY ATTORNEY
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BASIN-
This Professional Services Agreement ("Agreement") is dated
September 14, 2017, by and between Tidal Basin Government·
Consulting. ("Consultant"), with offices at 126 Business Park Drive
Utica, NY 13502, and the undersigned City of South Miami (referred
to herein as the "Client"). In consideration of the mutual covenants to
be performed by the parties pursuant to this Agreement, each party
hereby represents, warrants, and agrees as follows:
1. TERM & APPLICABILITY
The term of this Agreement shall be for six (6) from the date of full
execution hereof and shall automatically renew for successive one (1)
year periods at the end of each prior term unless one party notifies the
other party in writing prior to the expiration of the then current term of
its intent not to renew the Agreement. This Agreement shall apply to
all work performed at the request of the Client or for the benefit of the
Client during the term hereof (the "Work") unless both parties agree in
writing that the terms and conditions hereof shall not apply.
2. SCOPE OF WORK
Consultant shall perform such Work as the Client may direct from time
to time during the term hereof and in accordance with Exhibit A
attached hereto. Consultant and Client will agree to specific services
to be provided via the issuance of a written task order executed by both
parties.
3. INDEPENDENT CONTRACTOR
Consultant is an independent contractor and is not an employee of
Client. Services performed by Consultant under this Agreement are
solely for the benefit of Client. Nothing contained in this Agreement
creates any duties on the part of Consultant toward any person not a
party to this Agreement.
4. STANDARD OF CARE
Consultant will perform services under this Agreement with the degree
of skill and diligence normally practiced by professional consultants
performing the same or similar services. No other warranty or
guarantee, expressed or implied, is made with respect to the services
furnished under this Agreement and all implied warranties are
disclaimed.
5. CHANGES/AMENDMENTS
This Agreement and its exhibits constitute the entire agreement
between the Parties and together with its exhibits supersede any prior
written or oral agreements. This Agreement may not be changed
except by written amendment signed by both Parties. The estimate of
the level of effort, schedule, and payment required to complete any
services directed by the Client will be dictated through a written task
order executed by both parties. Consultant shall promptly notify Client
if changes to the Scope of Services or any resulting task orders affect
the schedule, level of effort, or payment to Consultant and the schedule
and payment shall be equitably adjusted.
6. FEE FOR SERVICES
The fee for the services under this Agreement will be based on the
actual hours of services furnished multiplied by Consultant's Billing
Rates as set forth in Exhibit B, plus all reasonable expenses directly
related to the services furnished under this Agreement. Consultant's
rates are subject to annual Consumer Price Index (CPI) escalations on
the annual anniversary of the execution date of the Agreement upon
mutual written agreement by each party.
Page 1 of6
Professional Services Agreement
General Terms and Conditions
7. PAYMENT
Client shall pay Consultant for services furnished under this
Agreement upon submission of monthly invoices in an amount equal
to actual hours of services furnished multiplied by the billing rates
attached as Exhibit B. Client shall pay Consultant within thirty (30)
days of receipt of invoices less any disputed amounts. If Client disputes
any portion of the invoice, the undisputed portion will be paid and
Consultant will be notified in writing, within ten (10) days ofreceipt
of the invoice of the exceptions taken. Consultant and Client will
attempt to resolve the payment dispute within sixty (60) days or the
matter may be submitted to arbitration as provided herein. Additional
charges for interest shall become due and payable at a rate of one and
one-half percent (1-112%) per month (or the maximum percentage
allowed by law) on the unpaid, undisputed invoiced amounts. Any
interest charges due from Client on past due invoices are outside any
amounts otherwise due under this Agreement. If Client fails to pay
undisputed invoiced amounts within sixty (60) days after delivery of
invoice, Consultant, at its sole discretion, may suspend services
hereunder or may initiate collections proceedings, including
mandatory binding arbitration, without incurring any liability or
waiving any right established hereunder or by law.
8. INDEMNITY
To the extent permitted by law, Consultant agrees to indemnify, defend
and hold harmless Client from and against any and all loss, damage,
claim or liability (including, without limitation reasonable attorney's
fees) incurred by or imposed on the Client by reason of or in
connection with the appointment of Consultant to perform the Scope
of Services under this Agreement; provided, however, that Consultant
shall not, and shall not be obligated to, indemnify, defend or hold
harmless Client from or against any loss to the extent the loss arises
from the gross negligence or willful misconduct of the Client. Upon
notice from Client of any action or proceeding subject to the
indemnification in this section, Consultant agrees to defend the Client
in the action or proceeding.
To the extent permitted by law, Client agrees to indemnify, defend and
hold harmless Consultant and its directors, officers, shareholders,
employees and sub-consultants (each an 'Indemnified Party') from and
against any and all loss, damage, claim or liability (including, without
limitation reasonable attorney's fees) incurred by or imposed on the
Indemnified Party by reason of or in connection with the appointment
of Consultant to perform the Scope of Services under this Agreement;
provided, however, that Client shall not, and shall not be obligated to,
indemnify, defend or hold harmless any Indemnified Party from or
against any loss to the extent the loss arises from the gross negligence
or willful misconduct of the Indemnified Party. Upon notice from any
Indemnified Party of any action or proceeding subject to the
indemnification in this section, Client agrees to defend the Indemnified
Party in the action or proceeding.
9.
TrDAL
BASIN.
INSURANCE
Consultant shall maintain insurance with the following required
coverage and minimum limits and upon request, will provide insurance
certificates to Client:
Worker's Compensation: . Statutory
Commercial General Liability: $1,000,000 per
occurrence
$1,000,000 aggregate
Comprehensive General Automobile: $1,000,000 combined
single limit
Professional Liability: $1,000,000 per claim and
in the aggregate
10. WORK PRODUCT
Client shall have the unrestricted right to use the documents, analyses
and other data prepared by Consultant under this Agreement ("Work
Product"); provided, however Client shall not rely on or use the Work
Products for any purpose other than the purposes under this Agreement
and the Work Products shall not be changed without the prior written
approval of Consultant. If Client releases the Work Products to a third
party without Consultant's prior written consent, or changes or uses the
Work Products other than as intended hereunder, (a) Client does so at
its sole risk and discretion, (b) Consultant shall not be liable for any
claims or damages resulting from the change or use or connected with
the release or any third party's use of the Work Products and (c) Client
shall indemnify, defend and hold Consultant harmless from any and all
claims or damages related to the release, change or reuse.
11. LIMITATION OF LIABILITY
No employee of Consultant shall have individual liability to Client. To
the extent permitted by law, the total liability of Consultant, its
officers, directors, shareholders, employees and sub-consultants for
any and all claims arising out of this Agreement, including attorneys'
fees, and whether caused by negligence, errors, omissions, strict
liability, breach of contract or contribution, or indemnity claims based
on third party claims, shall not exceed the revenue received by
Consultant under this' Agreement or one hundred fifty thousand dollars
(U.S. $150,000.00), whichever is greater.
12. NO CONSEQUENTIAL DAMAGES
In no event and under no circumstances shall Consultant be liable to
Client for any principal, interest, loss of anticipated revenues, earnings,
profits, increased expense of operation or construction, loss by reason
of shutdown or non-operation due to late completion or otherwise or
for any other economic, consequential, indirect or special damages.
13. INFORMATION PROVIDED BY OTHERS
Client shall provide to Consultant in a timely manner any information
Consultant indicates is needed to perform the services
hereunder. Consultant may rely on the accuracy of information
provided by Client and its representatives.
Page 2 of6
14.
Professional Services Agreement
General Terms and Conditions
SAFETY AND SECURITY
Consultant has established and maintains programs and procedures for
the safety of its employees. Unless specifically included a,s a service to
be provided under this Agreement, Consultant specifically disclaims
any authority or responsibility for job site safety and safety of persons
other than Consultant's employees. Consultant shall not provide any
such services and disclaims any responsibility under this Agreement
related to site security or the assessment, evaluation, review, testing,
maintenance, operation or safety practices or procedures related to
security.
15. TERMINATION
Either party may terminate this Agreement upon thirty (30) days prior
written notice to the other party. Client shall pay Consultant for all
services rendered to the date of termination plus reasonable expenses
for winding down the services. If either party defaults in its obligations
hereunder, the non-defaulting party, after giving seven (7) days written
notice of its intention to terminate or suspend performance under this
Agreement, may, if cure of the default is not commenced and diligently
continued, terminate this Agreement or suspend performance under
this Agreement.
16. DISPUTE RESOLUrrioN
Consultant and Client shall attempt to resolve conflicts or disputes
under this Agreement in a fair and reasonable manner and agree that if
resolution cannot be made to attempt to mediate the conflict by a
professional mediator (except for payment disputes which may be
submitted directly to arbitration). If mediation does not settle any
dispute or action which arises under this Agreement or which relates
in any way to this Agreement or the subject matter of this Agreement
within ninety (90) days after either requests mediation, the dispute or
conflict shall be subject to litigation under Section 20 (C).
17. COOPERATIVE PURCHASING
It is the intent of Client to allow other governments and other
governmental agencies utilize this contract by entering into a
Cooperative Purchasing Agreement to the extent permissible by local
and state law. The Cooperative Purchasing Agreement will stipulate
that any modifications or changes to this document and resulting
contract(s) including but not limited to Consultant requirements,
scope, or price shall be submitted to Client in writing for acceptance
and approval as the originator of the contract.
18. ASSIGNMENT
This Agreement is binding upon and will inure to the benefit of Client
and Consultant and their respective successors and assigns. Neither
party may assign its rights or obligations hereunder without the prior
written consent of the other party.
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19.
TIDtt
BASIN-
NOTICES
Any notice required or pennitted by this Agreement to be given shall
be deemed to have been duly given if in writing and delivered
personally or five (5) days after mailing by first-class, registered, or
certified mail, return receipt requested, postage prepaid and addressed
as follows:
Client:
Attention:
Address:
Consultant:
Attention:
Address:
Page 3 of6
City of South Miami
Steven Kulick
6130 Sunset Drive
South Miami, FL 33143
Tidal Basin Government
Consulting
Dan Craig
126 Business Park Drive
Utica, NY 13502
20.
Professional Services Agreement
General Terms and Conditions
MISCELLANEOUS
A. Client expressly agrees that all provisions of the Agreement,
including the clause limiting the liability of Consultant, were mutually
negotiated and that but for the inclusion of the limitation of liability
clause in the Agreement, Consultant's compensation for services
would otherwise be greater and/or Consultant would not have entered
into the Agreement.
B. If any provision of this Agreement is invalid or unenforceable, the
remainder of this Agreement shall continue in full force and effect and
the provision declared invalid or unenforceable shall continue as to
other circumstances.
C. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York.
D. Consultant shall maintain adequate records to justify all charges,
expenses, and costs incurred in estimating and performing the work for
at least three (3) years after completion of the contract. The Client
shall have access to all records, documents and infonnation collected
and/or maintained by others in the course of the administration of the
Agreement. This information shall be made accessible at the Client's
place of business for purposes of inspection, reproduction and audit
without restriction.
E. In any action to enforce or interpret this Agreement, the prevailing
party shall be entitled to recover, as part of its judgment, reasonable
attorneys' fees and costs from the other party.
F. Notwithstanding any statute to the contrary, the Parties agree that
any action to enforce or interpret this Agreement shall be initiated
within two (2) years from the time the party knew or should have
known of the fact giving rise to its action, and shall not in any case be
initiated later than six (6) years after Consultant completes its Scope
of Services under this Agreement.
G. This Agreement may be executed in multiple counterparts, each of
which shall be deemed to be an original instrument, but all of which
taken together shall constitute one instrument.
H. Per 2 CFR 200.320(f)(2), the public exigency or emergency
exception, and as outlined in FEMA's June 21, 2016 Field
Procurement Manual and in accordance with the extended grace period
for implementation of 2 CFR 200, the County seeks to procure the
CONSULTANTS as the requirement for such services will not permit
a delay resulting from competitive solicitation.
TrDAL
BASIN.
Professional Services Agreement
General Terms and Conditions
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers or representatives,
C-~-) Q r~ ;,---,
I c.,---..... _.,, __
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City of South Miami
By: By: Dan Craig
As its: As its: Senior Vice President
Date: Date: September 14,2017
Page 4 of6
• M
TIDAL
BASIN.
Professional Services Agreement
General Terms and Conditions
SCHEDULE A -"Scope of Work"
SCOPE OF SERVICES
~ The Debris Monitoring Contractor (DMC) shall provide trained field (debris) monitors, stump/tree
removal monitor, hanger monitors, leaner monitors, tower monitors, residential drop-off site monitors
and supervisory and accounting staff as required by the City.
~ Review, Permits, Licenses and Certificates:
A wide variety of permits, licenses, and certificates may be required to perform debris management
work, depending on the assignment. The Consultant will work closely with the City and local
agencies and regulators to clarify and resolve any compliance issues, as well as to determine
requirements for and to obtain necessary permits, licenses and certificates, if requested. In these
cases, the Consultant will identify the requirements and demonstrate compliance, even
though permits are not required. Some of the permits that we anticipate being required for this type
of work include, but may not be limited to the following:
• Environmental Permits -asbestos/lead paint abatement, construction permit, demolition
permits;
• Clean Water Act (NPDES) Permits -emergency discharge pennit, indirect discharge permit,
wetlands disturbance permit, and storm water management permit;
• Clean Air Act (Emissions) Permits -bum permit (air curtain incinerators), stack-monitoring
permit, fugitive emissions (dust) control permit;
• TDSRS and Final Disposal pennits or authorizations from FDEP and the County DERM if
appropriate. All final disposal sites must be pre-approved by the CITY.
~ Consultant will mobilize a staff of sufficient size to adequately monitor debris operations. During this
period, the Project Manager will provide daily updates on debris removed and estimate the time
remaining for job completion.
Page 5 of6
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BASIN.
Professional Services Agreement
General Terms and Conditions
SCHEDULE B -"Fee Structure"
,,' Position Hc,hriyRates ' •.
Project Manager $100.00
Officer Supervisor $75.00
Operations Manager $90.00
FEMA Coordinator $160.00
Scheduler/Expediters $45.00
Truck Certifier $50.00
Field Supervisor $50.00
Tower Monitors $45.00
Environmental Specialists $100.00
Project Inspectors $50.00
GIS Specialists $62.50
Residential Drop-off Site Monitors $35.00
Billing/Invoice Analyst $50.00
Administrative Assistant $35.00
Field Monitors $40.00
These prices are considered to be "all inclusive" rates for the City of South Miami.
Page 6 of6