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ELK Consulting Group, Inc. C r e L-Ald r I Itd F 4 7 3 2 1 INDEPENDENT CONTRACTOR AGREEMENT This Agreement is entered into on this 1St day of October 2010, between ELK Consulting Group, Inc. (Contractor), and the City of Miami Beach, Florida (City), for a period of approximately twelve (12) months,with an effective starting date of October 1,2010 and an end date of September 30,2011 (the Term). 1. Scope of Work/Services. This Agreement is for the purpose of providing School Liaison Services to the City's Police Department. Specifically, throughout the Term of this Agreement, Contractor shall provide and/or perform the following minimum services: 1. Communicate directly with staff, faculty, students, and parents. 2. Conduct inspection of Safety Patrol students on posts. 3. Assist Safety Patrol students with noncompliant students. 4. Assist with the orderly arrival and dismissal of pedestrian and vehicular traffic around school. 5. Assist staff and faculty with fire and lockdown drills and make recommendations for improvement. 6. Assist and work with School Security assigned to the school. 7. Assist the Parent Teacher and Student Association (PTSA) with issues and meetings. 8. Assist Miami Dade County Public School Police, Miami Beach Police,and other local and state agencies with criminal investigations. 9. Assist Miami Beach Fire Department with injured students, faculty, and staff. 10. Enforce parking laws. 11. Teach a drug awareness and resistance class to all 5th graders. 12. Teach Internet Safety and Stranger Safety as needed. 13. Inspect property perimeter to ensure security. 14. Oversee School Crossing Guards. 15. Escort and chaperone field trips. 16. Assist the school counselors with home visits. 17. Participate in school mentoring programs that encourage positive behavior and build self- esteem. 18. Assist staff and faculty with special needs programs. 19. Promote a positive image for law enforcement. 2. Fee. In consideration of the work and/or services to be provided pursuant to this Agreement,the City agrees to pay Contractor a fee, approximately a total amount of$34,114.00, which shall be paid as follows: $23.69 per hour for hours worked. Fee shall be paid by the City within 30 days of approved invoice from the Contractor. 3. Work Schedule. This section intentionally left blank. 4. Termination. This Agreement may be terminated for convenience of either party, with or without cause, by giving written notice to the other party of such termination, which shall become effective upon fourteen (14) 1 of 6 io time). 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 work and/or services. Contractor further covenants that in the performance of work and/or services under this Agreement, no person having any such interest shall knowingly be 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 there from. 3 of 6 10. Ownership of Documents/Patents and Copyo`ights. Any and all documents prepared by Contractor pursuant to this Agreement are related exclusively to the work and/or services described herein,and are intended or represented for ownership by the City. Any re-use distribution, or dissemination of same by Contractor, other than t6the City, shall first be approved in writing by the City Manager, which approval, if granted at all, shall be at the City Manager's sole and absolute discretion. Any patentable and/or copyrightable result arising out of this Agreement, as well as all information, specifications, processes, data and findings, shall be made available to the City, in perpetuity, 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 patent or copyright by or on behalf of the Contractor(or its employees or sub-contractors, (if any)without the prior written consent of the City Manager, which consent, if given at all, shall be at the Manager's sole and absolute discretion. 11. No Assiqnment/Transfer. This section intentionally left blank. 12. Liability for Sub-contractors. Contractor shall be liable for its work and/or services, responsibilities and liabilities under this Agreement and the services, responsibilities and liabilities of any sub-contractors (if any), and any other person or entity acting under the direction or control of Contractor (if any). When the term "Contractor" is used in this Agreement, it shall be deemed to include any sub-contractors.(if any) and/or any other person or entity acting under the direction or control of Contractor(if any). All'sub- contractors (if any) must be approved in writing by the City Manager prior to their engagement by Contractor, which approval, if granted at all, shall be at the City Manager's sole and absolute discretion. 13. Independent Contractor/No Joint Venture. THIS AGREEMENT SHALL NOT CONSTITUTE OR MAKE THE PARTIES A PARTNERSHIP OR JOINT VENTURE. FOR THE PURPOSES OF THIS AGREEMENT,THE CONTRACTOR SHALL BE DEEMED TO BE AN INDEPENDENT CONTRACTOR, AND NOT AN AGENT OR EMPLOYEE OF THE CITY, AND SHALL NOT ATTAIN ANY RIGHTS OR BENEFITS UNDER THE CIVIL SERVICE OR PENSION ORDINANCE OF THE CITY,OR ANY RIGHT GENERALLY AFFORDED CLASSIFIED OR UNCLASSIFIED EMPLOYEES INCLUDING ANNUAL AND SICK DAY ACCRUAL. FURTHER, THE CONTRACTOR SHALL NOT BE DEEMED ENTITLED TO FLORIDA WORKER'S COMPENSATION BENEFITS AS AN EMPLOYEE OF THE CITY OR ACCUMULATION OF SICK OR ANNUAL LEAVE. 14. 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 4 of 6 Agreement shall not be deemed a waiver of an `subse went breach and shall not be construed to be a 9 Y q modification of the terms of this Agreement. 15. Severance. In the event this Agreement or a portion of this Agreement is found by a court of competent jurisdiction to be invalid,the remaining provisions shall continue to be effective unless City elects to terminate this Agreement. 16. 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. 17. Entire Agreement. This writing and any exhibits and/or attachments incorporated (and/or otherwise referenced for incorporation herein)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. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 5 of 6 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed by the respective officials thereunto duly authorized, this date and year first above written. FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: By: City Clerk C' y M nage . FOR CONTRACTOR: ELLEN KNIGHT WITNESS: By: Signa ure tV,�l Print Name • klo �l By: Print Name y/Title Print Name Approved:.:. :� 'r a I,. ROVED AS TO Department Director APP FORM&LANGUAGE FOR EXECUTION Office of Budg a d-Performance Improvement W e ate uman Resource 6of6 "