Independent Contractor Agreement with Danny Alvarado SalazerDocusign Envelope ID:7479E0FC-2E9 -4E39-9CF5-0F 169AFC66D3
Updated 2-22-2023
INDEPENDENT CONTRACTOR AGREEMENT DEC 1 0 2024
1.Description of Services.
This Agreement is entered into on this day of,20 between
Danny Alvarado Salazer ("Contractor"),and the City of Miami Beach,Florida (the "City"),
for a period of One (1)Month,with an effective starting date of 1,and
an end date of;y(the "Term").
Contractor will provide the services described in Exhibit "A"hereto (the "Services").
Although Contractor may receive a schedule of the available hours to provide its Services,
the City shall not control nor have the right to control the hours of the Services performed by
the Contractor;where the Services are performed (although the City will provide Contractor
with the appropriate location to perform the Services);when the Services are performed
(including how many days a week the services are performed);how the Services are
performed;or any other aspect of the actual manner and means of accomplishing the
Services provided.Notwithstanding the foregoing,all Services provided by the Contractor
shall be in accordance with the terms and conditions set forth in Exhibit "A"hereto,and
performed to the reasonable satisfaction of the City Manager.If there are any questions
regarding the Services to be performed,Contractor should contact the following person:
Holly Whalan,Cat Program Coordinator,305-673-7080,ext:26194.
Phase 1 of the TNVR Cat Project:
Counting Freeroaming Community Cats
2.Fee.
In consideration of the Services to be provided pursuant to this Agreement,the City agrees
to pay Contractor a fee,not to exceed the amount of $20 per hour/40 hours a week/total
$3,200 (the "Fee").
The Contractor shall issue invoices to the City pursuant to the mutual agreement of the
parties and pursuant to the Fee Schedule set forth in Exhibit "B"hereto,which invoices shall
include a detailed description of that portion (or those portions)of the Services provided.
The City shall remit payment to the Contractor within 45 days of receiving an acceptable
and approved invoice from the Contractor for that portion (or those portions)of the Services
satisfactorily rendered (and referred to in the particular invoice).
3.Termination.
This Agreement may be terminated by either party,with or without cause,by giving written
notice to the other party of such termination,which shall become effective upon fourteen
(14)days following receipt by the other party of the written termination notice.
Notwithstanding the foregoing,in the event of a public health,welfare or safety concern,as
determined by the City Manager,in the City Manager's sole discretion,the City Manager,
pursuant to a verbal or written notification to Contractor,may immediately suspend the
Services under this Agreement for a time certain,or in the alternative,terminate this
Agreement on a given date.In the event of termination pursuant to this section,the
Contractor shall be paid a sum equal to all payments due to him/her up to the date of
termination;provided Contractor is continuing to satisfactorily perform all Services up to the
date of termination.Thereafter,the City shall be fully discharged from any further liabilities,
duties,and terms arising out of,or by virtue of,this Agreement.
Docusign Envelope ID:7479E0FC-2E9B-4E39-9CF5-OF 169AFC66D3
CONTRACTOR:
CITY:
Danny Alvarado Salazer
171NE 171"Ter.
North Miami Beach,FL 33162
786-227-2676
Daniealvarado721@gmail.com
Bradford Kaine
City of Miami Beach
Public Works
1700 Convention Center Drive
Miami Beach,FL 33139
(305)673-7616 ext .3541
Notice shall be deemed given on the date of an acknowledged receipt,and,in all other
cases,on the date of receipt or refusal.
7.Venue.
This Agreement shall be governed by,and construed in accordance with,the laws of the
State of Florida,both substantive and remedial,without regard to principles of conflict of
laws.The exclusive venue for any litigation arising out of this Agreement shall be
Miami-Dade County,Florida,if in state court,and the U.S.District Court,Southern District
of Florida,if in federal court.BY ENTERING INTO THIS AGREEMENT,CITY AND
CONTRACTOR 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.
8.Duty of Care/Compliance with Applicable Laws/Conflict of Interest.
With respect to the performance of the Services contemplated herein,Contractor shall
exercise that degree of skill,care,efficiency and diligence normally exercised by
reasonable persons and/or recognized professionals with respect to the performance of
comparable services.
In its performance of the Services,Contractor shall comply with all applicable laws,
ordinances,and regulations of the City,Miami-Dade County,the State of Florida,and the
federal government.Without limiting the foregoing,Contractor herein agrees to adhere to
and be governed by all applicable Miami-Dade County Conflict of Interest Ordinances and
ethics provisions,as set forth in the Miami-Dade County Code,and as may be amended
from time to time;and by the City of Miami Beach Charter and Code,as may be amended
from time to time,both of which are incorporated herein by referenced,as if fully set forth
herein.
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.Contractor further covenants that in the performance of Services under this
Agreement,no person having any such interest shall knowingly be employed by the
Contractor.Notwithstanding the foregoing,Contractor shall be able to provide similar
services to other third parties as long as they do not conflict with the Services to be
provided hereunder.
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(D)REQUEST FOR RECORDS;NONCOMPLIANCE.
(1)A request to inspect or copy public records relating to the City's contract for
services must be made directly to the City.If the City does not possess the
requested records,the City shall immediately notify the Contractor of the
request,and the Contractor must provide the records to the City or allow the
records to be inspected or copied within a reasonable time.
(2)Contractor's failure to comply with the City's request for records shall
constitute a breach of the Agreement,and the City,at its sole discretion,
may:(1)unilaterally terminate the Agreement;(2)avail itself of the remedies
set forth under the Agreement;and/or (3)avail itself of any available
remedies at law or in equity.
(3)A Contractor who fails to provide the public records to the City within a
reasonable time may be subject to penalties under s.119.10.
(E)CIVIL ACTION.
(1)If a civil action is filed against a Contractor to compel production of public
records relating to the City's contract for services,the court shall assess and
award against the Contractor the reasonable costs of enforcement,including
reasonable attorney's fees,if:
(a)The court determines that the Contractor unlawfully refused to comply
with the public records request within a reasonable time;and
(b)At least eight (8)business days before filing the action,the plaintiff
provided written notice of the public records request,including a
statement that the Contractor has not complied with the request,to the
City and to the Contractor.
(2)A notice complies with subparagraph (1)b6)if it is sent to the City's custodian
of public records and to the Contractor at the Contractor's address listed on
its contract with the City or to the Contractor's registered agent.Such notices
must be sent by common carrier delivery service or by registered,Global
Express Guaranteed,or certified mail,with postage or shipping paid by the
sender and with evidence of delivery,which may be in an electronic format.
(3)A Contractor who complies with a public records request within eight (8)
business days after the notice is sent is not liable for the reasonable costs of
enforcement.
(F)IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119,FLORIDA STATUTES,OR
AS TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS AGREEMENT,CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION:CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH,FLORIDA 33139
E-MAIL:RAFAEL GRANADQ@MIAMIBEACHFL_GQy
PHONE:305-673-7411
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The Contractor shall be the sole party responsible for any and all employment taxes,
unemployment compensation taxes or insurance,social security taxes,or other taxes,
insurance payments,or otherwise whether levied by any country or any political subdivision
thereof.The Contractor shall not,in any way,be considered to be,or be deemed to be,an
employee of the City through the Services performed in this Agreement (e.g.,including,but
not limited to,for purposes of the Federal Insurance Contribution Act,the Social Security
Act,the Federal Unemployment Tax Act,the provisions of the Internal Revenue Code,any
state revenue and taxation code relating to income tax withholding at the source of income,
the Workers'Compensation Insurance Code and other benefit payments and third party
liability claims),and the Contractor shall indemnify and hold the City harmless from all costs,
loss,damages or expenses (including but not limited to taxes,accounting fees,court costs,
and attorney's fees at all levels of litigation)in the event of any determination to the contrary
by any court of competent jurisdiction or governmental authority.The Contractor recognizes
and understands that it will receive an Internal Revenue Service Form 1099 statement and
related tax statements,and will be required to file corporate and/or individual tax returns and
to pay taxes in accordance with all provisions of applicable Federal and state law.The
Contractor hereby promises and agrees to indemnify the City for any damages or expenses,
including attorney's fees,and legal expenses,incurred by the City as a result of the
Contractor's failure to make such required payments.
Except as otherwise expressly provided in the Agreement,the Contractor shall in no way
hold itself out as an employee,dependent agent,or other servant of the City,its employees
or other agents,or as other than a free agent with respect to the City.The Contractor is not
granted,shall not have,and acknowledges the absence of any right or authority to assume
or create any obligations or responsibility,express or implied,on behalf of or in the name of
the City or to bind the latter in any matter or thing whatsoever.
15.Purchase Order Requirement.
This Agreement shall not be effective until executed by the parties hereto and until the City
has issued a Purchase Order for this Agreement
16.Force Majeure.
(A)A "Force Majeure"event is an event that (i)in fact causes a delay in the
performance of the Contractor or the City's obligations under the Agreement,and (ii)
is beyond the reasonable control of such party unable to perform the obligation,and
(iii)is not due to an intentional act,error,omission,or negligence of such party,and
(iv)could not have reasonably been foreseen and prepared for by such party at any
time prior to the occurrence of the event.Subject to the foregoing criteria,Force
Majeure may include events such as war,civil insurrection,riot,fires,epidemics,
pandemics,terrorism,sabotage,explosions,embargo restrictions,quarantine
restrictions,transportation accidents,strikes,strong hurricanes or tornadoes,
earthquakes,or other acts of God which prevent performance.Force Majeure shall
not include technological impossibility,inclement weather,or failure to secure any of
the required permits pursuant to the Agreement.
(B)If the City or Contractor's performance of its contractual obligations is prevented or
delayed by an event believed by to be Force Majeure,such party shall immediately,
upon learning of the occurrence of the event or of the commencement of any such
delay,but in any case within fifteen (15)business days thereof,provide notice:(i)of
the occurrence of event of Force Majeure,(ii)of the nature of the event and the
cause thereof,(iii)of the anticipated impact on the Agreement,(iv)of the anticipated
period of the delay,and (v)of what course of action such party plans to take in order
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contractor,have access to and the right to examine any directly pertinent books,
documents,papers and records of such sub-contractor,involving transactions related to the
sub-contractor.
19.Inspector General Audit Rights.
(A)Pursuant to Section 2-256 of the Code of the City of Miami Beach,the City has
established the Office of the Inspector General which may,on a random basis,
perform reviews,audits,inspections and investigations on all City contracts,
throughout the duration of said contracts.This random audit is separate and distinct
from any other audit performed by or on behalf of the City.
(B)The Office of the Inspector General is authorized to investigate City affairs and
empowered to review past,present and proposed City programs,accounts,records,
contracts and transactions.In addition,the Inspector General has the power to
subpoena witnesses,administer oaths,require the production of witnesses and
monitor City projects and programs.Monitoring of an existing City project or program
may include a report concerning whether the project is on time,within budget and in
conformance with the contract documents and applicable law.The Inspector
General shall have the power to audit,investigate,monitor,oversee,inspect and
review operations,activities,performance and procurement process including but
not limited to project design,bid specifications,(bid/proposal)submittals,activities of
the Contractor,its officers,agents and employees,lobbyists,City staff and elected
officials to ensure compliance with the contract documents and to detect fraud and
corruption.Pursuant to Section 2-378 of the City Code,the City is allocating a
percentage of its overall annual contract expenditures to fund the activities and
operations of the Office of Inspector General.
(C)Upon ten (10)days written notice to the Contractor,the Contractor shall make all
requested records and documents available to the Inspector General for inspection
and copying.The Inspector General is empowered to retain the services of
independent private sector auditors to audit,investigate,monitor,oversee,inspect
and review operations activities,performance and procurement process including
but not limited to project design,bid specifications,(bid/proposal)submittals,
activities of the Contractor,its officers,agents and employees,lobbyists,City staff
and elected officials to ensure compliance with the contract documents and to detect
fraud and corruption.
(D)The Inspector General shall have the right to inspect and copy all documents and
records in the Contractor's possession,custody or control which in the Inspector
General's sole judgment,pertain to performance of the contract,including,but not
limited to original estimate files,change order estimate files,worksheets,proposals
and agreements from and with successful subcontractors and suppliers,all project-
related correspondence,memoranda,instructions,financial documents,construction
documents,(bid/proposal)and contract documents,back-change documents,all
documents and records which involve cash,trade or volume discounts,insurance
proceeds,rebates,or dividends received,payroll and personnel records and
supporting documentation for the aforesaid documents and records.
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under this Agreement,entitling City to terminate this Agreement for cause.
(3)A contract terminated under the foregoing Subsection (B)(1)or (B)(2)is not
in breach of contract and may not be considered as such.
(4)The City or Contractor or a subcontractor may file an action with the Circuit
or County Court to challenge a termination under the foregoing Subsection
(B)(1)or (B)2)no later than 20 calendar days after the date on which the
contract was terminated.
(5)If the City terminates the Agreement with Contractor under the foregoing
Subsection (B)(1),Contractor may not be awarded a public contract for at
least 1 year after the date of termination of this Agreement.
(6)Contractor is liable for any additional costs incurred by the City as a result of
the termination of this Agreement under this Section 20.
21.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 Agreement shall not be deemed a waiver of any subsequent breach and
shall not be construed to be a modification of the terms of this Agreement.
22.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.
23.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.
24.Mutual cooperation.
Contractor recognizes that the performance of this Agreement is essential to the provision of
vital public services and the accomplishment of the stated goals and mission of the City.
Therefore,the Contractor shall be responsible to maintain a cooperative and good faith
attitude in all relations with the City and shall actively foster a public image of mutual benefit
to both parties.The Contractor shall not make any statements or take any actions
detrimental to this effort.
25.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 superseded hereby.
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IN WITNESS WHEREOF,the parties hereto have caused these presents to be
executed by the respective officials thereunto duly authorized,th is date and year first above
written.
FOR CITY:
ATTEST:
By:
FOR CONTRACTOR:
WITNESS:
By:
Print Name
Date:------------
Approved:
CITY OF MIAMI BEACH,FLORIDA
~Signed by:
Et
Signature
Print Name
Approved as to form &language &
for execution.
r21a
r-;DocuSigned by:
"r1"ossass
Department Director
DocuSigned by:
tot,o'?1 wss As
u(jet and Performance Improvement
[~11/22/2024 I 11:55 AM EST
DE4620AF40D43€-.Human Resources
Jiy Attorney
435-0430-000312
Date
F ATTOITORGIAgreements/Independent Contractor Agreement/Independent Contractor Agreement 2021 modified 11-7
2022
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