DP&O proposal Florida City AgreementCONTINUING SERVICES AGREEMENT
Between
THE CITY OF FLORIDA CITY, FLORIDA
And
DISASTER PROGRAM AND OPERATIONS, INC.
THIS CONTINUING SERVICES AGREEMENT is made between THE CITY OF FLORIDA
CITY, FLORIDA, a Florida municipal corporation (hereinafter referred to as the "CITY ") and
DISASTER PROGRAM AND OPERATIONS, INC., a Florida corporation authorized to do
business in the State of Florida (hereinafter referred to as the "CONSULTANT "), whose
principal place of business is 529 Sunset Drive, Ponte Vedra Beach, FL 32082.
WHEREAS, pursuant to Section 287.055, Florida Statutes, the CITY issued a Request for
Proposals (RFP) No. City 2017 -003 requesting qualifications from firms desiring to provide
Disaster Debris Monitoring, Disaster Management, and Recovery Services including FEMA
Public Assistance Administrative Services under a continuing contract and that RFP is
incorporated into this Agreement by reference: and
WHEREAS, the CONSULTANT responded to the RFP on September 7, 2017 and that
responses in incorporated into this Agreement by reference; and
WHEREAS, the CONSULTANT is willing and able to perform such professional services for
the CITY in accordance with the terms and conditions set forth in the RFP and this Agreement
(hereinafter referred to as this "Continuing Services Agreement" or this "Agreement "); and
WHEREAS, the purpose of this Continuing Services Agreement is not to authorize the
Consultant to perform a Specific Project, but to set forth certain terms and conditions that shall
govern and be incorporated into subsequent supplemental agreements or Task Orders for
Specific Projects or services when required.
NOW THEREFORE, in consideration of the mutual terms, conditions, promises and covenants
set forth below, the CITY and CONSULTANT agree as follows:
SECTION 1. DEFINITIONS
The following definitions and references are given for the purpose of interpreting the terms
used in this Agreement and apply unless the context indicates a different meaning:
1.1 Compensation: The total amount paid by the CITY for the CONSULTANT'S
professional services for a specific project or Task Order, exclusive of reimbursable expenses.
1.2 Reimbursable Expenses: The indirect expenses directly attributable to the Project
or Task Order. Reimbursable expenses include long- distance communications, application
and permit fees paid for securing approval of authorities having jurisdiction over the Specific
Project; actual cost of reproduction, printing, binding and photocopying of plans and other
documents; unless other fees not negotiated in a task order.
1.3 Specific Proiect Agreement or Task Order: A work order or specific agreement to
provide services for a particular project that includes the costs traditionally include in a work
order for Disaster Debris Monitoring, Disaster Management, and Recovery Services including
FEMA Public Assistance Administrative Services.
SECTION 2. SPECIFIC PROJECTS /SCOPE OF SERVICES
2.1 When the need for services for a Specific Project occurs, the Mayor or his designee
may enter into negotiations with the CONSULTANT for that Specific Project under the terms
and conditions of this Agreement. The CITY shall initiate said negotiations by providing the
CONSULTANT with a "Scope of Services Request," requesting from the CONSULTANT a
proposal to provide services for the Specific Project. The CONSULTANT shall prepare a
proposal which includes those subjects specified in subsection 2.2 (a) through (h). The Mayor
or his designee and CONSULTANT shall negotiate the terms of the Specific Project.
2.2 The CITY and CONSULTANT shall utilize a Task Order or Task Orders as the
Agreement for each Specific Project. Each Task Order or agreement for a Specific Project
will, by mutual agreement, set forth, among other things, the following:
The Scope of Services;
b. The Deliverables;
C. The Time and Schedule of Performance and Term;
d. The amount of Compensation for the service, equipment, or hourly task based on
approved rates in the CONSULTANT'S response to the RFP that is dated September 7, 2017;
e. The Personnel assigned to the Specific Project by the CONSULTANT;
f. Any modifications to the Task Order required by this project, if mutually agreed upon
by the parties;
g. The CONSULTANT's representative assigned as the point of contact for the Specific
Project; and
The CITY's representative assigned as the point of contact for the Specific Project.
2.3 The professional services to be rendered by the CONSULTANT shall commence
subsequent to the execution of each Task Order. Performance of work by CONSULTANT prior
to execution of a Task Order shall be at CONSULANT's sole risk.
2.4 The Mayor is authorized to negotiate and execute a Task Order for Specific Projects
in which the CONSULTANTS' services do not exceed $10,000.00. Task Orders exceeding
this amount must be approved by the City Commission. Emergency Proclamations by the
federal, state, county, or local governments may authorize the Mayor to execute contracts in
amounts that exceed this limit.
2.5 The agreement documents for each Specific Project shall incorporate this Continuing
Services Agreement. In the event that any of the terms or conditions of this Agreement conflict
with the Task Order, the provisions of the Task Order shall govern and apply.
2.6 In connection with professional services to be rendered pursuant to this Agreement,
the CONSULTANT further agrees to:
a. Maintain an adequate staff of qualified personnel on the work at all times to ensure
its completion within the term specified in the applicable Notice to Proceed.
b. Comply with any Federal, State and local government laws or ordinances applicable
to the work.
C. Cooperate fully with the CITY in the scheduling and coordination of all tasks and
phases of the work.
d. Prepare necessary documents, if required, for all regulatory or permitting agencies.
e. Report the status of the work to the CITY as specified in the Task Order and hold
pertinent data, calculations, field notes, records, sketches, and other work products open to
inspection of the CITY.
f. Submit for CITY review computations, sketches, and other data representative of
the work's progress at the percentage stages of completion as may be stipulated in the
applicable Task Order.
g. Submit for CITY approval the final work products upon incorporation of any
modifications requested by the CITY during any previous review.
h. Be available at all reasonable times for general consultation and advice through the
effective term of this Agreement.
i. Confer with the CITY at any time during the further development and
implementation of improvements for which the CONSULTANT has provided professional
services as to interpretation of plans and other documents, correction of errors and omissions
and preparation of any necessary plans thereof. The CONSULTANT shall not be
compensated for the correction of errors and omissions to the extent that those errors and
omissions are the responsibility of the CONSULTANT.
2.7 During the performance of Emergency Services, the CONSULTANT will assist with
Damage Assessments, and the CONSULTANT will be requested to assist with infrastructure
damage assessments and estimates for temporary and or permanent repairs. The
CONSULTANT may be requested to work with other CITY disaster professional services
consultants or grant consultants to define disaster recovery projects for damaged
assets /infrastructure, scopes of work, and to provide any other services for which the
CONSULTANT is qualified as required to assist the CITY obtain disaster reimbursement for
state and /or federal declared disasters. Other disaster specific tasks may include but not be
limited to GIS mapping, Project Management for all response or recovery projects, and
coordination of vendors for services to the CITY and public at large.
SECTION 3. TERM /TERMINATION
3.1 Term of Agreement/Agreement Time. This Agreement shall be effective on
September 13, 2017 ( "Commencement Date ") and shall continue in full force and effect for two
(2) years, or until terminated pursuant to Section 3.2 or other applicable sections of this
Agreement. The Agreement may be extended for a period not to exceed an additional two (2)
years with the approval of both the CITY and CONSULTANT.
3.2 Termination For Convenience. This Continuing Services Agreement may be
terminated by the CITY for convenience with thirty (30) calendar days written notice to the
CONSULTANT.
3.3 Non - Exclusive Agreement. Notwithstanding the provisions of Subsection 3.1, the
Mayor or his designee may issue request for qualifications, requests for proposals, or other
similar procurement documents for this professional discipline at any time and may utilize the
services of any other consultants retained by the CITY under similar Agreements. Nothing in
this Agreement shall be construed to give the CONSULTANT a right to perform services for a
Specific Project.
3.4 Term of Task Order /Agreement Time. Each Task Order shall commence on the
date the instrument is fully executed by all parties ( "Commencement Date of Task Order') and
shall specify the period of service or Agreement Time agreed to by the CITY and
CONSULTANT for services to be rendered under said Task Order, unless otherwise
terminated pursuant to this Section. The Mayor, in his sole discretion, may extend the Term of
a Task Order through written notification to CONSULTANT. Such extension shall not exceed
ninety (90) days. No further extensions of the Task Order shall be effective unless authorized
by the CITY Council. Upon the Commencement Date of the Task Order, the CONSULTANT
shall commence services to the CITY, and shall continuously perform services to the CITY,
without interruption, in accordance with the Term and time frames set forth in the "Project
Schedule" included therein. The number of calendar days from the Commencement Date of
the Task Order, through the date set forth in the Project Schedule for completion of the Project
or the date of actual completion of the Project, whichever shall last occur, shall constitute the
Agreement Time.
3.5 Termination For Cause: Task Order. A Task Order may be terminated by either
party upon five (5) calendar days written notice to the other party should the other party fail
substantially to perform in accordance with its material terms through no fault of the party
initiating the termination. In the event that CONSULTANT abandons a Task Order or causes
it to be terminated by the CITY, the CONSULTANT shall indemnify the CITY against any loss
pertaining to this termination. In the event that the CONSULTANT is terminated by the CITY
for cause and it is subsequently determined by a court by a court of competent jurisdiction that
such termination was without cause, such termination shall thereupon be deemed a
termination for convenience under Section 3.6 of this Agreement and the provision of Section
3.6 shall apply.
3.6 Termination For Convenience: Task Order. A Task Order may be terminated by
the CITY for convenience upon fourteen (14) calendar days' written notice to the
CONSULTANT. In the event of termination, the CONSULTANT shall incur no further
obligations in connection with the Project and shall, to the extent possible, terminate any
outstanding subconsultant obligations. The CONSULTANT shall be compensated for all
services performed to the satisfaction of the CITY and for reimbursable expenses incurred
prior to the date of termination. The CONSULTANT shall promptly submit its invoice for final
payment and reimbursement and the invoice shall comply with the provisions of this Agreement
and the Task Order for payment. Under no circumstances shall the CITY make any payment
to the CONSULTANT for services which have not been performed or performed subsequent
to the termination date.
3.7 Assignment upon Termination. Upon termination of a Task Order, a copy of all of
the CONSULTANT's work product shall become the property of the CITY and the
CONSULTANT shall, within ten (10) working days of receipt of written direction from the CITY,
transfer to either the CITY or its authorized designee, a copy of all work product in its
possession, including but not limited to designs, plans, specifications, drawings, studies,
reports and all other documents and data in the possession of the CONSULTANT pertaining
to this Task Order. Further, upon the CITY'S request, the CONSULTANT shall assign its
rights, title and interest under any subcontractor's agreements to the CITY.
3.8 Suspension for Convenience. The CITY shall have the right at any time to direct
the CONSULTANT to suspend its performance of a Specific Project, or any designated part
thereof, for any reason whatsoever or without reason, for a cumulative period of up to thirty
(30) calendar days. If any such suspension is directed by the CITY, the CONSULTANT shall
immediately comply with same. In the event the CITY directs a suspension of performance as
provided for herein through no fault of the CONSULTANT, the CITY shall pay to the
CONSULTANT its reasonable costs, actually incurred and paid, of demobilization and
remobilization, as full
SECTION 4. ADDITIONAL SERVICES AND CHANGES IN SCOPE OF SERVICES
4.1 Changes Permitted. Changes in the Scope of Services of a Task Order consisting
of additions, deletions, revisions, or any combination thereof, may be ordered by the CITY by
Change Order without invalidating the Task Order.
4.2 Change Order Defined. Change Order shall mean a written order to the
CONSULTANT executed by the CITY, issued after execution of a Task Order, authorizing and
directing a change in the Scope of Services or an adjustment in the Agreement Price or the
Agreement Time, or any combination thereof. The Agreement Price and/or the Agreement
Time may be changed only by Change Order.
4.3 Effect of Executed Change Order. The execution of a Change Order by the CITY
and the CONSULTANT shall constitute conclusive evidence of the CONSULTANT's
agreement to the ordered changes in the Scope of Services or an adjustment in the Agreement
Price or the Agreement Time, or any combination thereof. The CONSULTANT, by executing
the Change Order, waives and forever releases any claim against the CITY for additional time
or compensation for matters relating to or arising out of or resulting from the Services included
within or affected by the executed Change Order.
SECTION 5. BILLING AND PAYMENTS TO THE CONSULTANT.
5.1 Compensation and Reimbursable Expenses. Pursuant to a Task Order,
CONSULTANT shall submit invoices which are identified by the specific project number in a
timely manner. These invoices shall identify the Project, the nature of the work performed, the
phase of work, the payment due, and the estimated percent of work accomplished in
accordance with the approved Task Order. If compensation is based on hourly rates, invoices
shall also identify the name and title of personnel who performed the work with applicable
hourly rates. The statement shall show a summary of fees with accrual of the total and credits
for portions previously paid by the CITY. The CITY shall pay CONSULTANT within thirty (30)
calendar days of approval by the Mayor or his designee of any invoices submitted by
CONSULTANT to the CITY.
5.2 Disputed Invoices. In the event that all or a portion of an invoice submitted to the
CITY for payment to the CONSULTANT pursuant to a Task Order is disputed, or additional
backup documentation is required, the CITY shall notify the CONSULTANT within five (5)
working days of receipt of the invoice of such objection, modification or additional
documentation request. The CONSULTANT shall provide the CITY with additional backup
documentation within five (5) working days of the date of the CITY'S notice. The CITY may
request additional information, including but not limited to, all invoices, time records, expense
records, accounting records, and payment records of the CONSULTANT that relate to the Task
Order. The CITY, at its sole discretion, may pay to the CONSULTANT the undisputed portion
of the invoice. The parties shall endeavor to resolve the dispute in a mutually agreeable
fashion.
5.3 Suspension of Payment. In the event that the CITY becomes credibly informed that
any representations or invoices of the CONSULTANT, provided pursuant to this Agreement
and /or any Task Order, are wholly or partially inaccurate, or in the event that the
CONSULTANT is not in compliance with any term or condition of this Agreement and /or a Task
Order, the CITY may withhold payment of sums then or in the future otherwise due to the
CONSULTANT until the inaccuracy, or other breach of this Agreement and /or the Task Order,
and the cause thereof, is corrected to the CITY's reasonable satisfaction.
5.4 Final Payment. Submission of the CONSULTANT'S invoice for final payment and
reimbursement shall constitute the CONSULTANT'S representation to the CITY that, upon
receipt from the CITY of the amount invoiced, all obligations of the CONSULTANT to others,
including its consultants, incurred in connection with the Project, shall be paid in full. The
CONSULTANT shall deliver to the CITY all documents requested by the CITY evidencing
payments to any and all subcontractors, and all final specifications, plans, or other documents
as dictated in the Scope of Services. Acceptance of final payment shall constitute a waiver of
any and all claims against the CITY by the CONSULTANT.
SECTION 6. SURVIVAL OF PROVISIONS
6.1 Any terms or conditions of either this Agreement or any subsequent Task Order that
require acts beyond the date of the term of either agreement, shall survive termination of the
agreements, shall remain in full force and effect unless and until the terms or conditions are
completed and shall be fully enforceable by either party.
SECTION 7. CITY'S RESPONSIBILITIES
7.1 Assist CONSULTANT by placing at the CONSULTANT's disposal all available
information as may be requested in writing by the CONSULTANT and allow reasonable access
to all pertinent information relating to the services to be performed by CONSULTANT.
7.2 Furnish to CONSULTANT, at the CONSULTANT'S written request, all available
maps, plans, existing studies, reports and other data pertinent to the services to be provided
by CONSULTANT, in possession of the CITY.
7.3 Arrange for access to and make all provisions for CONSULTANT to enter upon public
property as required for CONSULTANT to perform services.
SECTION 8. CODE OF ETHICS
8.1 CONSULTANT warrants and represents that its employees shall abide by the Code
of Ethics for Public Officers and Employees, Chapter 112, Florida Statutes.
9.1 The CONSULTANT shall comply with all federal, state and local laws and ordinances
applicable to the services or work or payment for such work and shall not discriminate on the
grounds of race, color, religion, sex, age, marital status, national origin, or physical or mental
disability in the performance of work under this Agreement.
9.2 If the Project is subject to federal and grant funding that requires specific wage and
non - discrimination provisions, CONSULTANT shall be required to comply with the same.
9.3 The CONSULTANT shall at all times during the term of this Agreement and any
Specific Task Order maintain in good standing all licenses, certifications and permits required
under applicable federal, state and local laws and regulations for performance of the work or
services.
SECTION 10. OWNERSHIP OF DOCUMENTS /DELIVERABLES
10.1 All finished or unfinished documents, including but not limited to, detailed reports,
studies, plans, drawings, surveys, maps, models, photographs, specifications, digital files, and
all other data prepared for the CITY or furnished by the CONSULTANT pursuant to any Task
Order, shall become the property of the CITY, whether the Project for which they are made is
completed or not, and shall be delivered by CONSULTANT to the CITY within five (5) calendar
days after receipt of written notice requesting delivery of said documents or digital files. The
CONSULTANT shall have the right to keep one record set of the documents upon completion
of the Project.
SECTION 11. RECORDS /AUDITS
11.1 CONSULTANT shall maintain and require all Subconsultants to maintain, complete
and correct records, books, documents, papers and accounts pertaining to the Specific Project
or Task Order and all work or services performed thereunder. Such records, books,
documents, papers and accounts shall be available at all reasonable times for examination
and audit by the Mayor or any authorized CITY representative with reasonable notice and shall
be kept for a period of three (3) years after the completion of each Task Order, unless a longer
period is required by a project funding source. Incomplete or incorrect entries in such records,
books, documents, papers or accounts will be grounds for disallowance by or reimbursement
to the CITY of any fees or expenses based upon such entries. Disallowed fees will be paid
when incomplete or incorrect entries are remedied to the satisfaction of the CITY.
11.2 The CONSULTANT shall comply with Chapter 119, Florida Statutes (Public Records
Law), as applicable.
11.3 Refusal of the CONSULTANT to comply with the provisions of Sections 11.1 or 11.2
shall be grounds for immediate termination for cause by the CITY of this Agreement or any
Task Order.
Each Task Order shall incorporate by reference the terms and conditions set forth in this
Agreement between the parties as though fully set forth therein. In the event that any terms
or conditions of a Task Order conflict with this Agreement, the provisions of the Specific Task
Order shall prevail and apply. A Specific Task Order may contain additional terms and
requirements as directed by a funding source or by a party joined by an Interlocal Agreement.
SECTION 13. INDEPENDENT CONTRACTOR
13.1 The CONSULTANT is an independent contractor under this Agreement and any Task
Orders. Personal services provided by the CONSULTANT shall be by employees or
subconsultants of the CONSULTANT and subject to supervision by the CONSULTANT, and
not as officers, employees, or agents of the CITY. Personnel policies, tax responsibilities,
social security, health insurance, employee benefits, purchasing policies and other similar
administrative procedures applicable to services or work rendered under this Agreement or
any Task Orders shall be those of the CONSULTANT.
SECTION 14. ASSIGNMENT, AMENDMENTS
14.1 This Agreement shall not be assigned, transferred or otherwise encumbered, under
any circumstances, by CONSULTANT, without the prior written consent of the CITY.
14.2 No modification, amendment or alteration in the terms or conditions of this Agreement
shall be effective unless contained in a written document executed with the same formality as
this Agreement.
SECTION 15. INDEMNIFICATIONMOLD HARMLESS
15.1 Pursuant to Section 725.08, Florida Statutes, the CONSULTANT shall indemnify and
hold harmless the CITY and its officers and employees, from liabilities, damages, losses, and
costs, including, but not limited to, reasonable attorneys' fees at all trial and appellate levels,
to the extent such liabilities, damages, losses, and costs are caused by the negligence,
recklessness, or intentionally wrongful conduct of the CONSULTANT or any persons employed
or utilized by the CONSULTANT in the performance of this Agreement or any Task Order.
SECTION 16. INSURANCE
16.1 The CONSULTANT shall secure and maintain throughout the duration of this
Agreement and any Task Order, insurance of such type and in such amounts necessary to
protect its interest and the interest of the CITY against hazards or risks of loss as specified
below. The underwriter of such insurance shall be qualified to do business in Florida and have
agents upon whom service of process may be made in the State of Florida. The insurance
coverage shall be primary insurance with respect to the CITY, its officials, employees, agents
and volunteers. Any insurance maintained by the CITY shall be in excess of the
CONSULTANT'S insurance and shall not contribute to the CONSULTANT'S insurance. The
CITY may from time to time review existing insurance coverages and limits and require
CONSULANT to add coverages, increase limits or amend insurance policies. The insurance
coverages shall include at a minimum:
16.2 Worker's Compensation and Employer's Liability Insurance: Coverage to apply
for all employees for Statutory Limits as required by applicable State and Federal laws. The
policy(ies) must include Employer's Liability with minimum limits of $500,000.00 each accident.
16.3 Comprehensive Automobile and Vehicle Liability Insurance: This insurance
shall be written in comprehensive form and shall protect the CONSULTANT and the CITY
against claims for injuries to members of the public and /or damages to property of others
arising from the CONSULTANT'S use of motor vehicles or any other equipment and shall cover
operation with respect to onsite and offsite operations and insurance coverage shall extend to
any motor vehicles or other equipment irrespective of whether the same is owned, non - owned,
or hired. The limit of liability shall not be less than $1,000,000.00 per occurrence, combined
single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded
on a form no more restrictive that the latest edition of the Business Automobile Liability Policy,
without restrictive endorsement, as filed by the Insurance Services Office.
16.4 Commercial General Liability. This insurance shall be written in comprehensive
form and shall protect the CONSUTLANT and the CITY against claims arising from injuries to
members of the public or damage to property of others arising out of any act or omission to act
of the CONSULTANT or any of its agents, employees, or sub - contractors. The limit of liability
shall not be less than $1,000,000.00 per occurrence, combined single limit for Bodily Injury
Liability and Property Damage Liability.
a. Coverage must be afforded on a form no more restrictive than the latest edition of the
Commercial General Liability Policy, without restrictive endorsements, as filed by the
Insurance Services Office, and must include: (1) Premises and /or Operations; (2) Independent
contractors and Products and /or completed Operations; (3) Broad Form Property Damage,
Personal Injury and a Contractual Liability Endorsement, including any hold harmless and /or
indemnification agreement.
b. The CITY is to be specifically included as an Additional Insured for the liability of the
CITY resulting from services or work performed by or on behalf of CONSULTANT in
performance of this or any Task Order. CONSULTANT'S insurance, including that applicable
to the CITY as an Additional Insured, shall apply on a primary basis and any other insurance
maintained by the CITY shall be in excess of and shall not contribute to CONSULTANT'S
insurance. CONSULTANT'S insurance shall contain a severability of interest provision
providing that, except with respect to the total limits of liability, the insurance shall apply to
each Insured or Additional Insured in the same manner as if separate policies had been issued
to each.
16.5 Professional LiabilitV: The CONSULTANT shall furnish professional liability errors
and omissions insurance coverage in an amount not less than $1,000,000.00 with a maximum
deductible of $25,000.00 per claim. The CONSULTANT shall be responsible for maintaining
this professional liability insurance for a minimum of five (5) years from the date of execution
of each Task Order. Upon request of the CITY, the CONSULTANT shall make available for
inspection copies of any claims filed or made against the policy during the policy term. The
CONSULTANT shall additionally notify the CITY, in writing, within thirty (30) calendar days of
any claims filed or made against this policy in excess of $25,000.00 during the policy term.
16.6 Certificate of Insurance: Prior to the execution of this Agreement, CONSULTANT
shall provide the Mayor with evidence of insurability from the Consultant's Insurance Carrier
or a Certificate of Insurance. Prior to execution of any Task Order, the CONSULTANT shall
provide to the Mayor, Certificates of Insurance evidencing the required insurance coverages.
The Certificates of Insurance shall not only name the types of policy(ies) provided, but also
shall refer specifically to this Agreement and any Task Order and shall state that such
insurance is as required by this and any Task Order. The CITY reserves the right to require
the CONSULTANT to provide a certified copy of such policies, upon written request by the
CITY. If a policy is due to expire prior to the completion of the services, renewal Certificates
of Insurance or policies shall be furnished thirty (30) calendar days prior to the date of their
policy expiration. Each policy certificate shall be endorsed with a provision that not less than
thirty (30) calendar days' written notice shall be provided to the CITY before any policy or
coverage is cancelled or restricted. Acceptance of the Certificate(s) is subject to approval of
the Mayor.
SECTION 17. REPRESENTATIVE OF CITY AND CONSULTANT
17.1 It is recognized that questions in the day -to -day conduct of this Agreement will arise.
The CITY designates the Mayor or his designee, as the person to whom all communications
pertaining to the day -to -day conduct of this Agreement shall be addressed.
17.2 CONSULTANT shall inform the CITY Representative, in writing, of the representative
of the CONSULTANT to whom all communications pertaining to the day -to -day conduct of this
Agreement or any Task Orders shall be addressed.
SECTION % COST AND ATTORNEY'S FEESIWAIVER OF JURY TRIAL
18.1 If either the CITY or CONSULTANT is required to enforce the terms of this Agreement
or any Task Order by court proceedings or otherwise, whether or not formal legal action is
required, the prevailing party shall be entitled to recover from the other party all costs,
expenses, and attorney's fees, in any state or federal administrative, circuit court and appellate
court proceedings.
18.2 In the event of any litigation arising out of this Agreement or any Task Order, each
party hereby knowingly, irrevocably, voluntarily and intentionally waives its right to trial by jury.
SECTION 19. COUNTERPARTS
This Agreement may be executed in several counterparts, each of which shall be deemed an
original and such counterparts shall constitute one and the same instrument.
SECTION 20. CONSULTANT'S RESPONSIBILITIES
20.1 The CONSULTANT shall exercise the same degree of care, skill and diligence in the
performance of the services for each Task Order as is ordinarily provided by a professional
disaster recovery assistance consultant under similar circumstances. If at any time during the
term of any Task Order or Project for which the CONSULTANT has provided services under a
prior Task Order, it is determined that the CONSULTANT'S documents are incorrect, defective
or fail to conform to the Scope of Services of the particular Project, upon written notification
from the CITY, the CONSULTANT shall immediately proceed to correct the work, re- perform
services which failed to satisfy the foregoing standard of care, and shall pay all costs and
expenses associated with correcting said incorrect or defective work, including any additional
testing, inspections, and construction and reimbursements to the CITY for any other services
and expenses made necessary thereby, save and expect any costs and expenses which the
CITY would have otherwise paid absent the CONSULTANT'S error or omission. The CITY'S
rights and remedies under this section are in addition to, and are cumulative of, any and all
other rights and remedies provided by this Agreement, the Task Order, by law, equity or
otherwise.
20.2 The CONSULTANT'S obligations under Paragraph 20.1 of this Agreement shall
survive termination of this Agreement or any Task Order.
SECTION 22. FORCE MAJEURE
21.1 Force Majeure shall mean an act of God, epidemic, lighting, earthquake, fire,
explosion, hurricane, flood or similar occurrence, strike, an act of public enemy, or blockade,
insurrection, riot, general arrest or restraint of government and people, civil disturbance or
similar occurrence, which has had or may reasonably be expected to have a material adverse
effect on the rights and obligations under this Agreement, and which, by the exercise of due
diligence, such parties shall not have been able to avoid. Such acts or events DO NOT
INCLUDE inclement weather (except as noted above) or the acts or omissions of sub -
consultants /subcontractors, third -party consultants /contractors, materialmen, suppliers, or
their subcontractors, unless such acts or omissions are otherwise encompassed by the
definition set forth above.
21.2. 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, but the obligation of the party or parties relying on such
Force Majeure shall be suspended only during the continuance of any inability so caused and
for no longer period of said unexpected or uncontrollable event, and such cause shall, so far
as possible, be remedied with all reasonable dispatch.
21.3 It is further agreed and stipulated that the right of any party hereto to excuse its
failure to perform by reason of Force Majeure shall be conditioned upon such party giving,
to the other party or parties, written notice of its assertion that a Force Majeure delay has
commenced within ten (10) Working days after such commencement, unless there exists
good cause for failure to give such non - performance as caused by Force Majeure unless
the failure to give timely notice causes material prejudice to the other party or parties.
SECTION 22. NOTICES
Whenever either party desires to give notice to the other, it must be given by hand delivery or
written notice, sent by certified United States mail, with return receipt requested or a nationally
recognized private mail delivery service, addressed to the party for whom it is intended, at the
place last specified, and the place for giving of notice in compliance with the provisions of this
paragraph. For the present, the parties designate the following as the respective places for
giving of notice, to -wit:
FOR CONSULTANT:
Gabrielle Benigni, President
Disaster Program and Operations, Inc.
529 Sunset Drive
Ponte Vedra Beach, FL 32082
FOR CITY:
City of Florida City, Florida
Attention: Mayor
404 West Palm Drive
Florida City, Florida 33034
Telephone: (305) 247 -8221
Facsimile: (305) 242 -8133
WITH A COPY TO:
Regine Monestime, Esq.
City Attorney
20840 San Simeon Way # 606
Miami, FL. 33179
Telephone: (305) 790 -7710
Facsimile: (305) 653 -4709
SECTION 23. TRUTH -IN- NEGOTIATION CERTIFICATE
Signature of this Agreement by CONSULTANT shall act as the execution of a truth -in-
negotiation certificate stating that wage rates and other factual unit costs supporting the
compensation of this Agreement or any Task Order are accurate, complete, and current at the
time of contracting. Each Task Order's prices and any additions shall be adjusted to exclude
any significant sums by which the CITY determines the Project's Agreement price was
increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs.
All such adjustments shall be made within one year following the end of each Task Order.
SECTION 24. CONSENT TO JURISDICTION
The parties submit to the jurisdiction of any Florida state or federal court in any action or
proceeding arising out of relating to this Agreement or any Task Order. Venue of any action
to enforce this Agreement or any Task Order shall be in Miami -Dade County, Florida.
SECTION 25. GOVERNING LAW
This Agreement and any Task Order shall be construed in accordance with and governed by
the laws of the State of Florida.
SECTION 26. HEADINGS
Headings are for convenience of reference only and shall not be considered in any
interpretation of this Agreement.
SECTION 27. SEVERABILITY
If any provision of this Agreement or any Task Order or the application thereof to any person
or situation shall to any extent, be held invalid or unenforceable, the remainder of this
Agreement, and the application of such provisions to persons or situations other than those as
to which it shall have been held invalid or unenforceable shall not be affected thereby, and
shall continue in full force and effect, and be enforced to the fullest extent permitted by law.
SECTION 28. EXHIBITS
Each Exhibit referred to in this Agreement forms an essential part of this Agreement. The
Exhibits if not physically attached, should be treated as part of this Agreement, and are
incorporated by reference.
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IN WITNESS WHEREOF, the parties execute this Agreement on the respective dates under
each signature. The CITY, signing by and through its Mayor and attested to by its City Clerk,
is duly authorized ecute same, and by CONSULTANT, by and through its
whose representative has been duly authorized to execute same
throug a resolution of the corporation or partnership.
ATTEST:
ITY C RK
CITYOF FLORIDA CITY, FLORIDA
a Florida municipal corporation
By:
Otis T. Wallace, Mayor
Date:
Disaster Program and Operations, Inc
By: 4:�' r `
Gabrielle Benigni, Prepoi ent
Date:
EXHIBIT A
COST PROPOSAL
Disaster Debris Monitoring, Disaster Management, and Recovery Services including:
The hourly labor rates shall include all applicable overhead and profit. All non -labor related
project costs will be billed to the City at cost without mark -up.
Emergency Vehicle (Truck or SUV) Project Manager on -site inspections $50.00 /day
Monitor Vehicle monitors placement and safety items $100.00 /day
Personnel Classification
Hourly Billing Rate
Project Manager
$150.00
Senior FEMA Program Manager
$125.00
Recovery Specialist/Technician
$85.00
Damage Assessment Technician
$65.00
Debris Site Monitor
$40.00
Tower Monitor
$40.00
FEMA Project Assistance
$55.00
Admin/data Entry
$35.00
IT Technology, Project Manager
$150.00
IT technician
$65.00
Government Liaison; State /Federal Liaison
$200.00
Sr. FEMA Policy Advisor
$200.00.
CPA/Auditor;
$150.00
Foley & Lardner, LLP Government Liaison
At Cost
Iron Mountain Document Restoration/Recovery and
Storage in Temperature Controlled Environment
At Cost