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Draft Standard Form for Independent Contractors INDEPENDENT CONTRACTOR AGREEMENT This Agreement is entered into on this day of , between [ENTER FULL NAME OF CONTRACTOR] (Contractor), and the City of Miami Beach, Florida (City), for a period of [ENTER DURATION/TERM OF AGREEMENT], with an effective starting date of [ ], and an end date of [ ] (the Term). 1. Scope of Work/Services. This Agreement is for the purpose of providing [PROVIDE BRIEF DESCRIPTION /SUMMARY OF WHAT CONTRACTOR WILL DO] to the City's 1 1 Department. Specifically, throughout the Term of this Agreement, Contractor shall provide and /or perform the following minimum services: [INSERT DETAILED AND /OR ITEMIZED DESCRIPTION OF WORK AND /OR SERVICES CONTRACTOR WILL PROVIDE] 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: [INSERT, 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.] The total fee paid to Contractor pursuant to this Agreement shall not exceed [FILL IN A NOT TO EXCEED AMOUNT] 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.] Contractor's work and /or services shall be overseen by the following City Department/Individual: [INSERT TITLE, DEPARTMENT OF CITY (INDIVIDUAL OVERSEEING SERVICES).] 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) days following receipt by the other party of the written termination notice. Upon termination in 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 i 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 shall 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 not 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. All notices and communications in writing required or ermitted hereunder may be p y delivered personally to the representatives of the Contractor and the City listed below or may be 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: [INSERT NAME OF CONTRACTOR] [INSERT ADDRESS OF CONTRACTOR] [INSERT PHONE NUMBER] CITY: [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, and 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 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. 10. Ownership of Documents /Patents and Copyrights. 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 t e use distribution or dissemination of same by Contractor, Y Y Y distribution, Y , 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 Assignment/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 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. [REMAINDER 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 City Manager FOR CONTRACTOR: [INSERT CONTRACTOR NAME1 WITNESS: By: Signature Print Name By: Print Name / Title Print Name Approved: Approved as to form & language & for execution. Department Director City Attorney Date Office of Budget and Performance Improvement Human Resources