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Agreement 3/8/1993 CXTY OF MXAMX BEACH d;:;. , J TO: Roqer M. Carlton City Manaqer FROM: Laurence Feinqold city Attorney /?/ DATE: March 8, 1993 SUBJECT: Aqreement with cheryl Meltzer Attached is a new replacement Agreement between Cheryl Meltzer and the city of Miami Beach which I have drafted and which may be form approved. The City Manager may award the contract, as it is under his $10,000 limit. I do not recommend form approval of the original Agreement sent to us (also attached) because of the following deficiencies: 1) No arbitration clause 2) No limitation of City liability 3) No agreement of contractor to hold the City harmless for injuries to her, etc. 4) No non-assignability clause 5) provision that the Mayor approve out of Dade County travel expenses did not specify prior approval, Encl. .' " AGREEMENT BETWEEN CHERYL MELTZER AND CITY OF MIAMI BEACH ~ This Agreement, made and entered into this ~ day of l)\~r",^,;J,\, ,1993, by and between the City of Miami Beach, a mun1cipality organized and existing under the Laws of the State of Florida, herein referred to as "city", and Cheryl Meltzer, of , herein referred to as "Contractor". In consideration of the mutual promises set forth herein, it is agreed by and between the City and Contractor: 1. Purpose - Work Description Evaluation of administrative services to the office of the Mayor, on an as-needed basis, as determined by the Mayor. Upon completion of her evaluation, Contractor shall submit a written report with findings and recommendations. The Contractor agrees to perform these services for the City in accordance with the terms and conditions set forth in this Agreement. 2 . payment - Work Hours Payment will be made in the amount of $14,00 per hour for up to 24 hours a week, or a maximum of $1344.00 per month. Payment will be made on the first business day of each month for the previous month. This contract will be in effect for a periOd of three (3) months, for a total of $4,032.00. In the event that Contractor fails to fully perform her duties under this contract then the city shall be under no obligation to make any payments whatsoever and may recover any unearned payments previously made. 3. Relationship of city and Contractor The city and Contractor agree that Contractor is an independent contractor and not an agent or employee of the City. Contractor is not entitled to any rights or benefits generally offered classified or unclassified City employees, including but not limited to group insurance and pension, Florida Workers Compensation, and sick or annual leave benefits. 4. Duration Except as provided for in Paragraph 11 herein, this Agreement shall remain in effect for a period of three (3) months, commencing on March 1, 1993 and terminating on June 1, 1993. S. Hold Harmless Contractor shall indemnify and hold the City harmless for any and all liability, injury, damage or loss arising out of Contractor's work performance pursuant to this Agreement. 6. Limitation of city Liability The city desires to enter into this Agreement only if in so doing the city can place a limit on 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 total due Contractor pursuant to paragraph "2" above. 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 1 amount of the total due Contractor pursuant to paragraph "2" above, less the amount of all funds actually paid by the city to Contractor pursuant to this Agreement. Accordingly, and notwithstanding any other term or condition of this Agreement, Contractor hereby agrees that the City shall not be liable to Contractor for damages in an amount in excess of the total due Contractor pursuant to paragraph "2" above, which amount shall be reduced by the amount actually paid by the City to Contractor pursuant to 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 City's liability as set forth in Florida statutes, Section 768.28. 7. Arbitration Any controversy or claim for money damages arising out of or relating to this Agreement, or the breach hereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and the arbitration award shall be final and binding upon the parties hereto and subject to no appeal, and shall deal with the question of the costs of arbitration and all matters related thereto. In that regard, the parties shall mutually select one arbitrator, but to the extent the parties cannot agree upon the arbitrator, then the American Arbitration Association shall appoint one. Judgment upon the award rendered may be entered into any court having jurisdiction, or application may be made to such court for an order of enforcement. Any controversy or claim other than a controversy or claim for money damages arising out of or relating to this Agreement, or the breach hereof, including any controversy or claim relating to the right to specific performance, shall be settled by litigation and not arbitration. 8. Agreement Not Assignable This Agreement may not be assigned by City or Contractor without the prior written consent of the other. 9. Other Employment It is agreed that Ms. Meltzer will be able to participate in other personal services agreements with any other agency or individual which do not create any conflict of interest with his work for the City of Miami Beach. 10. Expenses There shall be no reimbursement for expenses paid to contractor other than the payment specified in paragraph "2" herein; provided however that expenses for travel outside of Dade County which are approved by the Mayor in advance shall be full reimbursed. 11. Entire Agreement - Amendments This Agreement contains the entire agreement between city and Contractor and may not be altered, extended or amended except by later written agreement signed by City and Contractor. 12. Termination This Agreement may be terminated by either City or Contractor upon thirty (30) days prior written notice to the other party. 2 13. Enforcement Exclusive venue for any legal action to enforce this Agreement shall be in Dade County, Florida, with the prevailing party receiving costs and reasonable attorney fees. 14. Severability If any sentence, paragraph, subparagraph, clause, phrase or provision of this Agreement shall be declared by a court of competent jurisdiction to be invalid, the same shall not affect this Agreement or any part thereof, other than the part so declared invalid. IN WITNESS WHEREOF, the parties have executed this Agreement on the date stated above. By: CHERYL MELTZER 0Jv~I~ CITY OF MIAMI BEACH ~ CITY MANAGER By: ATTEST: ~ck~2!~ CITY CLERK SWS:scf:mployag1,cm FORM APP~D',f::D LEGAL EPT, "3 <) By Date 3 " '. AGREMENT An Agreement entered into between Msl:.~erYl Meltzer and t~e City of Miami Beac~ for a period of t~ e (3) mont~s wit~ an effective starting date of Marc~ 1, 1993, nd a termination date of June 1, 1993. / T~is Agreement is for t~e purpose 0 evaluating administrative services to the Office of the Mayor, on an as-needed basis, as determined by the Mayor. Upon comple ion of her evaluation, Ms. Meltzer shall submit a written report with findings and recommendations. For the purpose of this Agreem t, Ms. Meltzer shall be deemed to be an independent contractor, d not an agent or employee of the city, and shall not attain a y rights or benefits under the civil service or Pension Ordina ce of the City, or any rights generally afforded classified or unclassified employees; further, she shall not be deemed entitled 0 Florida Workmen's Compensation benefits as an employee of the City or accumulations of sick or annual leave. There will be no expenses paid to Ms. Meltzer in addition to the monthly emolument, unless bese expenses are incurred in direct relationship to this Agreemen for expenses and travel outside of Dade County, in which case all such expenses will be fully reimbursed as approved by th Mayor. Payment will be made i the amount of $14.00 per hour for up to 24 hours a week, or a ma imum of $1,344.00 per month. Payment will be made on the first business day of each month for the previous month. This cont act will be in effect for a period of three (3) months, for a to al of $4,032.00. It is agreed Ms. Melt er will be able to participate in other personal services agreeme ts with any agency or individual which does not create any actua or inferred conflict of interest with the city of Miami Beach. It is further agre d that this Agreement may be al tered, extended and amended only upon the written consent of both parties hereto. However, this A reement may be canceled by either party with 30 days written not ceo IN WITNESS WHEREOF presents to be executed authorized, this date a the parties hereto have caused these y the respective officials thereunto duly year first above written. I I , , I i I I CITY OF MIAMI BEACH A Florida Municipal Corporation ~~ city Manager, Roger M. Carlton Clt~~ APPROVED AS TO FORM: city Attorney DATE: