2010-27498 Reso Inc.2010-27498
RESOLUTION NO!
A RESOLD i ION OF THE MAYOR AND CITY. COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, AUTHORIZING THE CITY MANAGER, ON BEHALF
OF THE CITY, TO .ENTER INTO CERTAIN INDEPENDENT CONTRACTOR
AGREEMENTS FOR PROFESSIONAL AND OTHER SERVICES, AS REQUIRED
AND AS THE CITY MANAGER DEEMS IN THE BEST INTEREST OF THE CITY,
SUBJECT TO AND CONTINGENT UPON THE FOLLOWING PARAMETERS: 1)
THE CITY MANAGER SHALL ONLY ENTER INTO CONTRACTS FOR SUCH
PROFESSIONAL AND OTHER SERVICES TO PROVIDE SERVICES AND/OR
WORK RELATED TO VACANT BUDGETED POSITIONS, AS IDENTIFIED IN
THE CITY'S APPROVED FISCAL YEAR (FY) 2010/2011 ANNUAL BUDGET; 2)
THE AMOUNT OF THE FEE AND/OR OTHER COMPENSATION TO BE PAID
BY THE CITY UNDER SUCH .CONTRACT(S) SHALL NOT EXCEED THE
AUTHORIZED AMOUNT FOR THE RESPECTIVE POSITION/CLASSIFICATION,
AS SET FORTH, RESPECTIVELY, IN THE CITY'S CLASSIFIED OR
UNCLASSIFIED SALARY ORDINANCE (AS THE CASE MAY BE); 3) THE
TERM OF ANY INDEPENDENT. CONTRACTOR AGREEMENT AUTHORIZED
HEREIN SHALL NOT EXTEND BEYOND THE END OF FY 2010/2011
(SEPTEMBER 30, 2011); 4) AT A MINIMUM, THE CITY MANAGER SHALL
REQUIRE THAT ANY INDEPENDENT CONTRACTOR AGREEMENT ENTERED
INTO PURSUANT TO THIS RESOLUTION SHALL UTILIZE THE CITY'S
STANDARD FORM FOR INDEPENDENT CONTRACTORS (AS ATTACHED TO
THIS RESOLUTION), PROVIDED THAT THE CITY MANAGER' MAY
INCORPORATE ADDITIONAL TERMS, WHICH MAY BE MORE STRINGENT
THAN THE CITY'S -FORM, -BUT NOT -MORE LENIENT; -AND 5) PROVIDING
THAT THE ,AUTHORITY GRANTED TO -THE -CITY MANAGER PURSUANT TO
THIS .RESOLUTION SHALL BE BROUGHT TO THE CITY COMMISSION FOR
RENEWAL ANNUALLY AS PART OF THE ANNUAL OPERATING BUDGET
APPROVALS.
WHEREAS, 'under the City Charter, the City Manager has the authority to appoint
an employee into a .vacant, budgeted position with a salary within the range established by
the City Commission for the classification; and
WHEREAS, given current financial realities, the City has had to eliminate positions
in its annual budget for each of the last three (3) fiscal years and again for the fiscal year
starting on October 1, 2010; and
WHEREAS, it has been the City's practice to restrict hiring for vacant positions
where practicable; and
WHEREAS, all vacant positions identified to be filled are carefully analyzed, and
positions that were deemed mission critical have been filled, but others, have been held
vacant; and
WHEREAS, this has been done to try to place employees whose positions may
have been eliminated, and also to avoid hiring an employee and then possibly having .to
lay them off at the end of the fiscal year if their position is eliminated; and
WHEREAS, in some instances where positions were held vacant, the City has
retained independent contractors to provide the respective services and/or work; and
WHEREAS, because the City Code requires contracts in excess $25,000 to be
approved by the City Commission, these agreements have typically been limited to that
maximum amount; and
WHEREAS, on rare .occasions, independent contractor agreements for amounts
over $25,000 have been brought to the City Commission for approval; and
WHEREAS, in an effort to save on both short-term and long-term costs, such as
pension and health benefits, the Administration is recommending that the City Commission
authorize the City Manager to negotiate, enter into, and execute certain independent
contractor agreements, including those having an amount which may exceed $25,000,
subject to the following parameters:
• the independent contract agreements authorized under this Resolution will be
limited. to services and/or work related to a vacant, budgeted position, as
approved in the City's Fiscal Year (FY) 2010/2011 annual operating budget;
•• the value of the agreement will not exceed the amount already authorized in
the City's Classified and Unclassified Salary Ordinances (as applicable), and
will not extend beyond September 30, 2011; and
any agreement entered into will contain, at a minimum, the provisions outlined
in the City's standard form independent contractor agreement; and
WHEREAS, the City Commission granted similar authority to the City Manager on
December 9, 2009 for FY 2009/2010, and since that time, only one (1 } agreement was
executed pursuant to that authority; and
WHEREAS, during the discussions for the initial authority, it was said .that this
authority would be brought back for renewal on an annual basis as part of the budget
process, as the authority expires at the end of the fiscal year.
NOW, THEREFORE, ~BE IT DULY RESOLVED BY THE MAYOR AND THE CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the City Manager is
authorized, on behalf of the City, to enter into certain independent contractor agreements
for professional and other services, as required and as the City Manager deems in the
best interest of the City, subject to and contingent upon the following parameters: 1) the
City Manager shall (only enter into contracts for such professional and other services to
provide services and/or work related to vacant budgeted positions, as identified in the
City's approved Fiscal Year (FY) 2010/2011 Annual Budget; 2) the amount of the fee
and/or other compensation to be paid by the City under such contract(s) shall not exceed
the authorized amo ~ nt for the respective position/classification, as set forth, respectively,
in the City's Classified or Unclassified Salary Ordinance (as the case may be); 3) the term
of any independent (contractor agreement authorized herein shall not extend beyond the
end of FY 2010/2011 (September 30, 2011); 4) at a minimum, the City Manager shall
require that any independent contractor agreement entered into pursuant to this resolution
shall utilize the City's standard form for independent contractors, provided that the City
Manager may incorporate additional terms, which may be more stringent than the City's
form, but not more lenient; and 5) providing that the authority granted to the City Manager
pursuant to this Resolution shall be brought to the City Commission for renewal annually
as part of the annual operating budget approvals.
~o/o-- a7yq~
PASSED and ADOPTED this ~ day of 5e,~~-ew~b~~ , 2010.
ATTEST:
CITY CLERK MAY R
T:WGENDA\2010\September 20\Consent\Independent Contractor Resos.doc
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COMMISSION ITEM SUMMARY
Condensed Titles:
A Resolution authorizing the City Manager to enter into certain independent contractor agreements for professional
and other services, subject to and contingent upon the following parameters:1) the City Manager shall only enter into
contracts to provide services and/or work related to vacant budgeted positions; 2) the amount of the fee and/or other
compensation to be paid shall not exceed the authorized amount for the respective position/classification; 3) the term
of any agreement authorized herein shall not extend beyond the end of FY 2010/2011; 4) at a minimum, the City
Manager shall require that any agreement entered into pursuant to this Resolution shall utilize the City's standard
form for independent contractors; and 5) providing that the Authority granted to the City Manager pursuant to this
Resolution shall be brought to the City Commission for renewal annually as part of the annual operating budget
approvals.
A Resolution authorizing the City Manager to enter into certain independent contractor agreements for certain
services, as required and as deemed in the best interest of the City subject to the following minimum parameters:1)
the amount of the fee and/or other compensation to be paid by the City under such agreement(s) shall not exceed the
authorized amount for the respective services, asset forth in the City's approved Fiscal Year (FY) 2010/2011 annual
budget; 2) the term of any agreement authorized herein shall not extend beyond the end of FY 2010/2011; 3) at a
minimum, the City Manager shall require that any agreement entered into pursuant to this Resolution shall utilize the
City's standard form for independent contractors; and 4) providing that the Authority granted to the City Manager
pursuant to this Resolution shall be brought to the City Commission for renewal annually as part of the annual
operating budget approvals.
Ke Intended Outcome Su orted:
1) Increase satisfaction with family recreational activities; 2) Enhance external and internal communications from
and within the City; 3) Control costs of payroll including salary and fringes/ minimize taxes/ ensure expenditure
trends are sustainable over the Ion term.
Supporting Data (Surveys, Environmental Scan, etc.): 2009 Community Satisfaction survey
• 84.9% of residents rated Recreation Programs as excellent or good
• 79.3% of residents rated the amount of information they receive from the City as excellent or good
Issue:
Shall the City Manager be granted the authority to enter into certain Independent Contractor Agreements?
Item Summa /Recommendation:
Under the City Charter, the City Manager has the authority to appoint an employee into a vacant, budgeted position
with a salary within the range established by the City Commission for that classification. Given the current financial
realities, the City has had to eliminate positions in its annual budget the past three (3) fiscal years, and again for the
one ending on September 30, 2011. It has been the City's practice to restrict hiring for vacant positions where
practicable. In some instances where positions were held vacant, the City has retained independent contractors to
provide the respective services and/or work. The Administration recommends that the City Commission authorize the
City Manager to negotiate, enter into, and execute certain independent contractor agreements, including those having
an amount which may exceed $25,000, to provide services and/or work related to vacant, budgeted positions, subject
to certain parameters. Additionally, the Administration recommends that the City Manager be authorized to negotiate,
enter into, and execute independent contractor agreements, including those having an amountgreaterthan $25,000,
to provide services related to certain activities typically retained on an annual basis as outlined in the City
Commission Memorandum, subject to certain minimum parameters.
Advisory Board Recommendation:
Financial Information:
Source of - Amount Account .
Funds: ~~
2
OBPI :Total .
Financial Impact Summary: Funds are already included in the FY 2010/2011 Annual Operating Budget, in
either Salaries or Professional Services line items in various res ective de artments
~.~~y ~.~~~n ~ v~~i~~ ~~gis~ative ~racKmq:
Ramiro Inguanzo, Human Resources Director /Gus Lopez, Procurement Director
Sign-Offs:
De a ent Director(s) s'st nt City Manager/CFO Cit Manager
m MIAMIBEACH
J
AOEf-t fTEM C ~~
DATE 9-dv-/~7
m MIAMIBEACH
City of Miami Beach, ~
1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov
COMMISSION MEMORANDUM
TO:
FROM:
DATE:
SUBJECT:
Mayor Matti Herrera Bower and Members of the City Commission
Jor~ a M: Gonzalez Ci Mana er
9 ~ ty 9
September 20, 2010
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMIBEACH, FLORIDA, AUTHORIZING THE CITY MANAGER, ON BEHALF OF
THE CITY, TO .ENTER INTO CERTAIN INDEPENDENT CONTRACTOR
AGREEMENTS FOR PROFESSIONAL AND OTHER SERVICES, AS REQUIRED
AND AS THE CITY MANAGER DEEMS IN THE'BEST INTEREST OF THE CITY,
SUBJECT TO AND CONTINGENT UPON THE FOLLOWING PARAMETERS: 1)
THE CITY MANAGER SHALL ONLY ENTER INTO .CONTRACTS FOR SUCH
PROFESSIONAL AND OTHER SERVICES TO PROVIDE SERVICES AND/OR
WORK RELATED TO VACANT BUDGETED POSITIONS, AS IDENTIFIED IN THE
CITY'S APPROVED. FISCAL YEAR (FY) .201012011 ANNUAL BUDGET; .2) THE
AMOUNT OF THE FEE AND/OR OTHER COMPENSATION TO BE PAID BY THE
CITY UNDER SUCH .CONTRACT(S) .SHALL NOT EXCEED THE AUTHORIZED
AMOUNT FOR THE RESPECTIVE POSITION/CLASSIFICATION, ASSET FORTH,
RESPECTIVELY, IN THE CITY'S CLASSIFIED OR UNCLASSIFIED SALARY
ORDINANCE. (AS THE CASE MAY BE); 3) THE TERM OF ANY INDEPENDENT
CONTRACTOR AGREEMENT AUTHORIZED HEREIN SHALL NOT EXTEND
BEYiOND THE END OF FY 2010/2011 (SEPTEMBER 30, 2011); 4) AT A
MINIMUM, THE CITY MANAGER SHALL REQUIRE-THAT ANY INDEPENDENT
CONTRACTOR AGREEMENT ENTERED INTO PURSUANT TO THIS
RESOLUTION SHALL UTILIZE THE CITY'S STANDARD ~ FORM FOR
INDEPENDENT CONTRACTORS .(AS ATTACHED TO THIS RESOLUTION),
PROVIDED THAT THE CITY MANAGER MAY INCORPORATE ADDITIONAL
TERMS, WHICH MAY BE MORE STRINGENT THAN THE CITY'S FORM, BUT
NOTIMORE LENIENT; AND 5} PROVIDING THAT THE AUTHORITY GRANTED
TO THE CITY MANAGER PURSUANT TO THIS RESOLUTION SHALL BE
BROUGHT TO THE CITY COMMISSION FOR RENEWAL ANNUALLY AS PART
OF T;HE ANNUAL OPERATING BUDGET APPROVALS.
30LUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
I BEACH, FLORIDA, AUTHORIZING THE CITY MANAGER, ON BEHALF OF
CITY, TO ENTER .INTO CERTAIN INDEPENDENT CONTRACTOR
:EMENTS FOR THE FOLLOWING SERVICES, AS REQUIRED AND AS THE
MANAGER DEEMS IN THE BEST INTEREST OF 'THE CITY: DANCE
tUCTION; ICE SKATING INSTRUCTION; ATHLETICS INSTRUCTION/
:RING; AEROBICS. INSTRUCTION; FITNESS INSTRUCTION; LITERACY,
I AND SAT TUTORING; SCHOOL .LIAISON OFFICERS; -RESIDENT
ECT REPRESENTATIVES (RPR); COMMUNITY INFORMATION
ICES; CONSTRUCTION COST ESTIMATING/CONSULTING SERVICES;
VISION PRODUCTION SERVICES; VIDEOGRAPHER SERVICES; GRAPHIC
3NER SERVICES; PROGRAM MONITOR SERVICES; COST ALLOCATION
ICE; AND AUDITORS; PROVIDED FURTHER THAT THE CITY MANAGER
City Commission Memorandum
September 20, 2010
Independent Contractor Agreements
Page 2 of 4
SHALL BE AUTHORIZED TO NEGOTIATE, ENTER INTO, AND EXECUTE THE
AFORESTATED AGREEMENTS SUBJECT TO THE FOLLOWING MINIMUM
PARAMETERS: 1) THE AMOUNT OF THE FEE AND/OR OTHER
COMPENSATION TO BE .PAID BY THE CITY UNDER SUCH AGREEMENT(S)
SHALL NOT EXCEED THE .AUTHORIZED AMOUNT FOR THE RESPECTIVE
SERVICES, AS -SET FORTH IN THE CITY'S APPROVED FISCAL YEAR (FY)
20110/2011 ANNUAL BUDGET; 2) THE TERM OF ANY SERVICES AGREEMENT
AUTHORIZED HEREIN SHALL NOT EXTEND BEYOND THE END OF ~FY
2010/2011 (SEPTEMBER 30, 2011); 3) AT A MINIMUM, THE CITY MANAGER
SHALL REQUIRE THAT ANY AGREEMENT ENTERED INTO PURSUANT TO
THIS RESOLUTION SHALL UTILIZE THE CITY'S STANDARD FORM
INDEPENDENT CONTRACTOR AGREEMENT (AS ATTACHED TO THIS
RESOLUTION), PROVIDED THAT THE CITY MANAGER MAY INCORPORATE
ADDITIONAL TERMS, WHICH MAY BE MORE STRINGENT THAN THE CITY'S
FORM, BUT NOT -MORE LENIENT; AND 4) PROVIDING THAT THE AUTHORITY
GRANTED TO THE CITY MANAGER PURSUANT TO THIS RESOLUTION SHALL
BE BROUGHT TO THE CITY COMMISSION FOR RENEWAL ANNUALLY AS
PART OF THE ANNUAL OPERATING BUDGET APPROVALS.
STRATTON RECOMMENDATION
Adopt both Resolu
UND/
The first Resolution pertains to independent contractor agreements, which are for individuals
hired to perform a specific function for a temporary period.. These individuals are usually
compensated at an hourly or project specific rate.
Under the City CI
vacant, budgeted
for that classifica~
Given current finan
for each of the last
.2010. It has.been tl
All vacant positions
mission critical have
try to place employE
an employee and tl
position is eliminatE
rter, the City Manager has the authority to appoint an employee into a
~sition with a salary within the range established by the City Commission
al realities, the City has had to eliminate positions in its annual budget
Free (3) fiscal years and again for the fiscal year starting on October 1,
:City's practice to restrict hiring for vacant positions where practicable.
ientified to be filled are carefully analyzed. Positions that were deemed
been filled, but others have been held vacant. This has been done to
~s whose positions may have been eliminated, and also to avoid hiring
'n possibly having to lay them off at the end of the fiscal year if their
In some instances where positions were held vacant, .the City has retained independent
contractors to provide the respective services and/orwork. Because the City Code requires
contracts in excess of $25,000 to be approved by the City Commission, these.agreements
.have typically been limited .to that maximum amount.
In an effort to save f on both short-term and long=term costs, such as pension and health
benefits, the Administration is recommending that the City Commission authorize the City
Manager to negotiate, enter into, and execute certain independent contractor agreements,
including those having an amount which may exceed $25,000, subject to all of the following
City Commission Memorandum
September 20, 2010
Independent Contractor Agreements
Page 3 of 4
parameters:
• the independent contractor .agreements authorized under this Resolution will be
limited to services and/orwork related to a vacant, budgeted position, as approved in
the City's Fiscal Year (FY) 2010/2011 annual .operating budget;
• the value of the agreement will not exceed the amount already authorized in the
City's Classified and Unclassified Salary Ordinances (as applicable), and will not
extend beyond September 30, 2011; -and
• any agreement entered into will contain, at a minimum, the provisions outlined in the
City's standard form independent contractor agreement (Attachment A).
A Resolution requesting the initial .authorization for the City Manager to enter into these
agreements was fi Est heard at the September.24, 2009 City Commission meeting, where it
was referred to .the Finance -and Citywide; Projects Committee. At its October 29, .2009
meeting, the Finance and Citywide Projects Committee held a discussion regarding this
item. As part of the discussion, the Administration clarified that the purpose of this item was
not to replace those employees currently in a position, or to eliminate a position and layoff an
employee to .then hire an independent contractor to perform the same functions. The
independent contractors will be used to perform the functions of vacant, budgeted positions
where a previous incumbent employee separated from City of their own choosing, or through
termination based on cause.
The City Commission approved this Resolution at its December 9, 2009 meeting for the
fiscal year ending on September 30, .2010. It was agreed that the use of Independent
Contractor Agreements would be monitored through quarterly Letters to the Commission
(LTC), and that this authority would be brought back for renewal on an annual basis as part
of the budget process, as the .authority expires at the end of the fiscal year.
As a reminder of the quarterly status reports, only one (1) agreement was executed pursuant
to this authority. An agreement for services related to latent fingerprint examination and
training in the Police Department, at a rate of $50.00 per hour, was signed. A Crime Scene
Technician II position has remained vacant to fund this agreement. Current City employees
are being trained so that, once trained, promotion into the -Crime Scene Technician II
classification may be possible.
This updated resolution, is for the 2010-2011 fiscal year
The second Resolution also pertains to independent contractors who will be providing
certain specific services and/or work and which were otherwise budgeted in each of the
respective departmental .budgets. Some of the services budgeted may include: Dance
Instruction, Ice Skating Instruction, Athletics Instruction/Coaching, Aerobics Instruction,
Fitness Instruction, land Literacy, Math and. SAT Tutoring for the Parks and Recreation
Department; School Liaison Officers for the Police Department; Resident Project
Representatives (RPR); Community Information Services; Construction Cost
Estimating/Consulting Services forthe Capital Improvement Projects (CIP) Office; Television
Production Services Videographer Services, and Graphic Designer Services for the Office
of Communications; IHomelessOutreach, Housing Services, Tutoring Services and Program
Monitor Services ford he Office of Real Estate, Housing and Community Development; Cost
Allocation Services for the Finance :Department; and Auditor Services for the Office of
City Commission Me
September 20, 2010
Independent Contras
Page 4 of 4
Budget and
r Agreements
ce Improvement.
In an effort to coordinate the execution of agreements for the kind of services and/or work
referenced in the second Resolution, the Administration also recommends that the -City
Manager be authorized to negotiate, enter into, and execute such agreements, including
those having an amount greater than $25,000, subject to all of the following parameters:
• the agreements will only be limited to the services and/or work specifically listed in
the seconds Resolution;
• the value of the agreement will not exceed the authorized amount for the respective
services and/or work, as set forth in the City's Approved FY 2010/2011 Annual
Budget;
• the term of the agreement shall not extend beyond the end of FY 2010/2011
(September 30, 2011); and
• any agreement entered into will contain, at a minimum, the provisions outlined in the
.City's standard form agreement for independent contractors (Attachment A).
The City Commission .also approved this Resolution at its December 9, 2009 meeting for the
fiscal .year ending oin_September 30, 2010, subject to the same monitoring through quarterly
Letters to the Commission (LTC) as the Resolution above, and that this authority would be
.brought back for renewal on an annual basis as part of the budget process, as the authority
expires at the end of the fiscal year.
As a reminder of the quarterly status reports, only four (4) agreements for School ..Liaison
Officers, each for amounts not to exceed .$35,000, were executed pursuant to this authority.
It should be noted that other agreements for services .such as athletic coaching, art
instruction and auditors have been executed. However, these agreements have not fallen
under the purview if this authority, as each vendor has been awarded agreements totaling
$25,000 or -less.
This updated resolution is for the .2010-2011 fiscal year.
CONCLUSION
The Administration recommends adopting both Resolutions.
Attachment .
T:WGENDA12010\September 20\Consent\fndependent Contractor Memo.doc
ATTACHMENT A
CITY'S STANDARD FORM
~OR INDEPENDENT CONTRACTORS
~ INDEPENDENT CONTRACTOR AGREEMENT
This Agreement is entered into on this day of ,between ENTER
FULL NAME OF CONTRACTORI (Contractor), and the City of Miami Beach, Florida (City),
for a period of [ENTER DURATION/TERM OF AGREEMENTI, with an effective starting date
of [ I 1, and an end date of [ 1(the Term).
1. Sco
This AgrE
DESCRIPTI
Agreement,
0
is for the purpose of providing [PROVIDE BRIEF
MMARY OF WHAT CONTRACTOR -WILL DOl to the City's
Department. Specifically, throughout the Term of this
ctor shall provide. and/or perform the following minimum services:
ILED AND/OR ITEMIZED DESCRIPTION OF WORK AN
SERVICES CONTRACTOR WILL PROVIDEI
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, in the not to exceed amount of [FILL IN TOTAL
AMOUNT ,which shall be paid as follows:
INNSERT, IN DETAIL,. HOW FEE WILL BE PAID INCLUDE WHETHER
FEE WILL BE PAID HOURLY, WEEKLY, MONTHLY, ETC.; WHETHER
IT'S SUBJECT TO CONTRACTOR PROVIDING TIME SHEETS OR
WORK SCHEDULE. ETC.1
The total fee paid to Contractor pursuant to this Agreement shall not exceed FILL IN A NOT
TO EXCEED AMOUNTI for the Term. provided herein. - .
3. Work Schedule.
During the Term of the Agreement, Contractor shall provide the work and/or services in
accordance with the following minimum work schedule:
[INSERT WORK SCHEDULE (EXAMPLE• MON - FRI, 9 AM TO 5PM,
EXCLUDING RECOGNIZED CITY HOLIDAYS) IF IT'S ANOTHER
TYPE OF SCHEDULE SUCH AS ON AN HOURLY BASIS OR ONLY ON
SPECIFIC DAYS. BE SPECIFIC AS TO MINIMUM HOURS OR DAYS
CONTRACTOR IS EXPECTED TO WORK IN ORDER TO GET PAID
THE FEE SET FORTH HERE.1
Contractor's work and/or services shall be overseen by the following City
Department/Individual: jINSERT TITLE, DEPARTMENT OF CITY (INDIVIDUAL
OVERSEEING SERVICES).1
4. T
This Agreement maybe terminated for convenience of either party, with orwithout cause, by
giving written notice to the other party of such termination,. which shalt become effective
upon fourteen (14) days following receipt by the other party of the written termination notice.
Upon termination ins accordance with this paragraph; the Contractor shall be paid a sum
equal to all payments due to him/her up to the date of termination; provided Contractor is
satisfactorily continuing to satisfactorily perform all work and/or 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.
5. Indemnification/Hold Harmless.
Contractor agrees to indemnify, defend, and hold harmless the City of Miami Beach and its
officers, employees and agents, from and against any and all actions, claims, liabilities,
losses and expenses, including but not limited to, attorney's fees, for personal economic or
bodily injury, wrongful death, loss of or damage to property, at law or in equity, which may
arise or be alleged to have arisen from the negligent acts or omissions or other wrongful
conduct of Contractor, and/or any and all subcontractors, employees, agents, or any other
person or entity acting under Contractor's control, in connection with the Contractor's
performance of the work and/or services pursuant to this Agreement. Contractor shall pay
all such claims and losses and shalt pay all. costs and judgments which may arise from any
lawsuit arising from such claims and losses, and shall pay all costs and attorney's fees
expanded by the City in defense of such claims and losses, including appeals. The parties
agree that one percent (1 %) of the total compensation to Contractor for performance of the
work and/or services under this Agreement is the specific consideration from the City to
Contractor for the Contractor's agreement to indemnify and -hold the City harmless, as
provided herein. Contractor and the City hereby agree and acknowledge that this indemnity
provision is intended to and shall survive the termination (or earlier. expiration) of this
Agreement.
6. Limitation !of 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 sum of the
compensation/fee to be paid to Contractor pursuant to this Agreement, less any amounts
actually paid by the City as of the date of the alleged breach. Contractor hereby expresses
his 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 amount equal to the
compensation/fee to be paid to Contractor pursuant to this Agreement, less any amounts
actually paid by the City as of the date of the alleged breach. Accordingly, and
notwithstanding any other term or condition of this Agreement, Contractor hereby agrees
that the City shall riot be liable to Contractor for damages in the amount in excess of the
compensation/fee to be paid to Contractor pursuant to this Agreement, less any amounts
actually paid by the City as of the date of the alleged .breach, for any action or claim for
breach of contract arising out of the performance or non-performance of any obligations
imposed upon the City by this Agreement. Nothing contained in this subparagraph 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 Section 768.28, Florida Statutes.
7. Notices.
e
All notices and communications in writing required or permitted hereunder may be
delivered personally to the representatives of the Contractor and the City listed below or
maybe mailed by registered mail, postage prepaid (or airmailed if addressed to an address
outside of the city of dispatch).
Until changed by notice in writing, all such notices and communications shall be addressed
as follows:
CONTRACTOR:
CITY:
[INSERT NAME OF CONTRACTOR]
[INSERT ADDRESS OF CONTRACTOR]
[INSERT PHONE NUMBER]
[INSERT DEPARTMENT DIRECTOR]
City of Miami Beach
[INSERT DEPARTMENT NAME]
1700 Convention Center Drive
Miami Beach, FL 33139
(305)
Notices hereunder shall be effective:
If delivered personally, on delivery; if mailed to an address in the city of dispatch, on the day
following the date mailed;- and if mailed to an address outside the city of dispatch on the
seventh day following the date mailed.
8. 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.
9. Duty of Care/Compliance with Applicable Laws.
With respect to the performance of the work and/or service 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 work and/or services.
In its performance of the work and/or services, Contractor shall comply with all applicable
laws, ordinances, a ~ d regulations of the City, Miami-Dade County, the State of Florida, and
the federal government, as applicable.
The Contractor agrees to adhere to and be governed by the Miami-Dade County Conflict of
Interest Ordinance, as same may be amended from time to time; and by any and all
ethics/standards of conducts as referenced in Chapter 2 of the City of Miami Beach Code
(as may be amended from time to time).
Contractor covenants that it presently has no interest and shall not acquire any interest,
direct or indirectly w I ich 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.
10. Ownership of Documents/Patents an
Any and all documents prepared by Contractor pursuant to this. Agreement are related
exclusively to the wo Ik 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 to the 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 Assian
This section intentionally left blank.
12. Liabil
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 othe ~ person or entity acting under the direction or control of Contractor (if
any). When the tern 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 Contracto~~r (if any). All sub-contractors (if any) must be approved in writing by the
City Manager prior Ito 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 AGREEMEh
PARTNERSHIP OF
THE CONTRACTO
AND NOT AN AGE
RIGHTS OR BENE
THE CITY, OR ANY
EMPLOYEES INCt
CONTRACTOR SF
COMPENSATION E
SICK OR ANNUAL
14. Waiver of B
T SHALL NOT CONSTITUTE OR MAKE THE PARTIES A
.JOINT VENTURE. FOR THE PURPOSES OF THIS AGREEMENT,
~ SHALL BE DEEMED TO BE AN INDEPENDENT CONTRACTOR,
NT OR EMPLOYEE OF THE CITY, AND SHALL NOT ATTAIN ANY
FITS UNDER THE CIVIL SERVICE OR PENSION ORDINANCE OF
RIGHT GENERALLY AFFORDED CLASSIFIED OR UNCLASSIFIED .
.UDING ANNUAL AND SICK DAY ACCRUAL. FURTHER, THE
TALL NOT BE DEEMED ENTITLED TO FLORIDA WORKER'S
ENEFITS AS AN EMPLOYEE OF THE CITY OR CCUMULATION OF
LEAVE.
A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of
such provision or moodification 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.
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 superseded hereby.
[RE~MAlNDER OF PAGE LEFT INTENTIONALLY BLANK]
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
A nT/1r].
WITNESS:
By:
Print Name
By:
Print Name
Approved:
Department Director
Office of Budget and Performance .Improvement
Human Resources
City Manager
jINSERT CONTRACTOR NAMEI
Signature
Print Name /Title