2012-28019 Reso RESOLUTION NO. 2012 -28019
A "RESOLUTION 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) 2012/2013 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 2012/2013
(SEPTEMBER 30, 2013); 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 since Fiscal Year,2007 /08.
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
la,y 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 that 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) 2012/2013 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, 2013; and
• Any agreement entered into will contain, at a minimum, the provisions outlined
in the City's standard form independent contractor agreement (a copy of which
is attached hereto and incorporated herein); and
WHEREAS, the City Commission granted similar authority to the City Manager on
September 20, 2010 for FY 2010/2011 and renewed the authority on September 27, 2011
for FY 2011/2012; and
u WHEREAS, during the discussions for the initial authority, it was said that this
authority would be brought back for. 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) 2012/2013 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 2012/2013 (September 30, 2013); 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.
PASSED and ADOPTED this. a 7 Nay of � 2012.
ATTEST:
CITY C ERK YOR
TAAGENDA \2012 \9- 27- 12 \Indepe ntract S201 doe
INCORI' ORATED -'
APPROVED AS TO
FORM & LANGUAGE
& FOR ECUTiON
i orney at
COMMISSION ITEM SUMMARY
Condensed Titles`
Resolution authorizing the City to enter into certain Independent Contractor Agreements for professional and other services; as
required and as are deemed 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) 2012/2013 Annual Budget; (2) the amount of the fee and /or
other compensation to be paid under such contract(s) shall not exceed the authorized amount for the respective
position /classification, as set forth, respectively, in the 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 2012/2013 (September 30,
2013); (4) at a minimum, any Independent Contractor Agreement entered pursuant to this Resolution shall utilize the.City's standard
form for independent contractors (as attached to this Resolution), provided that the 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 pursuant to this
Resolution shall be brought to the City commission for renewal annually as part of the annual operating budget approvals.
Resolution authorizing the City to enter into certain independent contractor agreements for the following services, as required and
as are deemed in the best interest of the City dance instruction; ice skating instruction; athletics instruction /coaching; aerobics
instruction; fitness instruction; literacy, math and SAT tutoring; computer (IT) services; School Liaison Officers; "Resident Project
Representatives (RPR); community information services; construction cost estimating /consulting services; television production
services; videographer services; graphic designer services; program monitor services; cost allocation service; auditors; job audits;
"Step III Disciplinary Hearing Officer; Historical Researcher; Latent'Examiner services; and Accreditation services /support; provided
further that the City Manager 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) 2012/2013
Annual Budget; (2) the term of any services agreement authorized herein shall not extend beyond the end of FY 2012/2013
(September 30, 2013); (3) at a minimum, any agreement entered pursuant to this Resolution shall utilize the City's standard form
Independent Contractor Agreement (as attached to this Resolution), provided that the City 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 pursuant to this.
Resolution shall be brought to the City commission for renewal annually as part of the annual operating budget a rovals.
Key Intended Outcome Supported:
(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
long term; and 4 attract and maintain a qualit .workforce.
2012 Community Satisfaction survey: 85% of residents rated Recreation Programs as'excellent/good and 85% of residents strongly
agreed /agreed with the professionalism City customer service representatives.
Issue:,
Shall the City Manager be granted the authority to enter into certain Independent Contractor Agreements?
Item Summary /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 five (5) Fiscal Years, and again for the one ending on September 30, 2013. 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 service or work. The Administration recommends that the City
Commission authorize the City Manager to negotiate, enter and execute certain independent contractor agreements, including those
having an amount exceeding $25,000, to provide services or work related to vacant, budgeted positions, subject to certain
parameters. Additionally, the Administration recommends that the City Manager be authorized to negotiate, enter and execute
independent contractor agreements, including those exceeding $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:
N/A
Financial Information: -
Source of Amount
Account'"
Funds: 1 .
2. -
OBPI 'T Total .
Financial Impact Summary: Funds are already included in the FY 2012/2013 Annual Operating Budget, in either Salaries or
Professional Services line items in various respective de artments "
City Clerk's Office Legislative Tracking:
Ramiro Inguanzo, Human Resources Director -
Sign -Offs:
`'Department Director(s) Assistant City Manager. Manager
T:\AGEND 2012 \9- 27 -12U endent Contractor Summary 2012- 2013.doc
i
MIAMIb
AG ITEM �1 E
DATE a7 �2
m MIAMI BEACH.
City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139,, www.miamibeachfl.gov
COMMISSION MEMORANDUM
To: Mayor Matti Herrera Bower and Members of the City Commission
FROM: Kathie G. Brooks, Interim City Manager .
DATE: September 27, 2012
SUBJECT: A RESOLUTION 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) 2012/2013 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
2012/2013 (SEPTEMBER 30, 2013); 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'
r BUDGET APPROVALS.
A RESOLUTION 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 THE
FOLLOWING SERVICES, AS REQUIRED AND AS THE CITY MANAGER DEEMS IN THE
BEST INTEREST OF THE CITY: DANCE INSTRUCTION; ICE SKATING INSTRUCTION;
ATHLETICS INSTRUCTION /COACHING; AEROBICS INSTRUCTION; FITNESS
INSTRUCTION; LITERACY, MATH AND SAT TUTORING; COMPUTER (IT) SERVICES;
SCHOOL LIAISON OFFICERS; RESIDENT PROJECT REPRESENTATIVES (RPR);
COMMUNITY INFORMATION - SERVICES; CONSTRUCTION COST
ESTIMATING /CONSULTING SERVICES; TELEVISION PRODUCTION SERVICES;
VIDEOGRAPHER SERVICES; GRAPHIC DESIGNER SERVICES; PROGRAM MONITOR
SERVICES; COST ALLOCATION SERVICE; JOB AUDITS; STEP III DISCIPLINARY
GRIEVANCE HEARING OFFICER; AUDITORS; HISTORICAL RESEARCHER; LATENT
` EXAMINER SERVICES; AND ACCREDITATION SERVICES /SUPPORT; PROVIDED
FURTHER THAT THE CITY MANAGER SHALL BE AUTHORIZED TO NEGOTIATE,
ENTER INTO, AND EXECUTE THE AFORESTATED AGREEMENTS SUBJECT TO THE,
City Commission Memorandum
September 27, 2012
Independent Contractor Agreements
Page,2 of 4
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) 2012/2013 ANNUAL BUDGET; 2)
THE TERM OF ANY SERVICES AGREEMENT AUTHORIZED HEREIN SHALL NOT
EXTEND BEYOND THE END OF FY 2012/2013 (SEPTEMBER 30, 2013); 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.
ADMINISTRATION RECOMMENDATION
Adopt both Resolutions.
BACKGROUND/ ANALYSIS
The first Resolution pertains to independent contractor agreements 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 Charter, the City Manager has the authority to appoint employee into a vacant,
budgeted position with a salary within the range established by the City Commission for that
classification.
Given current financial realities, the City has had to eliminate approximately 250 full -time .position
and part -time since Fiscal Year (FY) 2007/08. It has been the City's practice to restrict hiring for
vacant positions where practicable. All vacant positions identified to be filled are carefully analyzed.
Positions that were deemed "mission critical" have been filled, but others have been held vacant.
This has been done to try to place employees.whose positions may. 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.
In some instances where positions were held vacant, the City has retained independent contractors
to provide the respective services and /or work. 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 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 that may exceed $25,000, subject to all of the following parameters:
• The independent, contractor 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 -FY
2012/2013 annual operating budget;
City Commission Memorandum
September 27, 2012
Independent Contractor Agreements
Page 3 of 4
• 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, 2013; 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 first 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 also approved this Resolution at its December 9, 2009 meeting for the fiscal
year ending on September 30, 2010; renewed it on September 20, 2010 for the fiscal year ending
September 30, 2011; and also renewed it on September 27, 2011 for the fiscal year ending on
September 30, 2012. 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 each fiscal year.
This updated resolution is for the 2012/2013 Fiscal Year.
The second Resolution also pertains to independent contractors who will be providing certain
specific services and /or work that were otherwise budgeted in each of the respective departmental
budgets. Some of the services budgeted include: Dance Instruction, Ice Skating Instruction,
Athletics Instruction /Coaching, Aerobics Instruction, Compute (IT) Services, Fitness Instruction,
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 for the Capital Improvement Projects
(CIP) Office; Television Production Services, Videographer Services, and .Graphic Designer
Services for the Office of Communications; Homeless Outreach, Housing Services, Tutoring
_Services and Program Monitor Services for the Office of Real Estate, Housing and Community
Development; Cost Allocation Services for the Finance Department; Auditor Services for the Office
of Budget and Performance Improvement; and Job Audit Services and Step III Disciplinary
Grievance hearing officer for the Human Resources Department. Additionally, for this upcoming
fiscal year, we are , requesting the inclusion of the following two (2) new categories: Historical
Researcher, to support the Planning Department in preparation of historic designation reposts and
other written reports of historical nature and assist with archive research; Latent Examiner Services
that are used by the Police Department in reviewing reports, training personnel and maintaining
monthly FDLE and AFIS statistical data; and accreditation services /support.
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 be limited to the services and /or work specifically listed in the second
Resolution;
City Commission Memorandum
September 27, 2012
Independent Contractor Agreements
Page 4 of 4
• 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 2012/2013 Annual Budget;
• The term of the agreement shall not extend beyond the end of FY 2012/2013 (September 30,
2013); 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 at its December 9,.2009 meeting for the fiscal
year ending on September 30, 2010; renewed it on September 20, 2010 for the fiscal year ending
September 30, 2011; and also renewed it on September 27, 2011 for the fiscal year ending on
September 30, 2012. The resolutions were subject to the same monitoring through periodic Letters
to the Commission (LTC) as the Resolutions 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.
This updated resolution is for the 2012/2013 Fiscal Year.
CONCLUSION
The Administration recommends adopting both Resolutions.
Attachment
T:\AGENDA\2012 \9 -27 -12 \Independent Contractor Memo 2012- 2013.doc
ATTACHMENT A
CITY'S STANDARD FORM
FOR INDEPENDENT CONTRACTORS
INDEPENDENT CONTRACTOR AGREEMENT
This Agreement is entered into on this day of between rENTER
FULL NAME OF CONTRACTOR] (Contractor), a6d the City of Miami Beach, Florida (City),
for a period of [ENTER DURATION/TERM OF AGREEMENT] with an effective starting date
of [ 1 , 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 DOl to the City's
[ 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 j FILL IN TOTAL
$AMOUNTI 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.1
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).1
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
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. V
7. Notices.
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
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 Law's.
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 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 patentor 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.
is. 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:
B
City Clerk City Manager
FOR CONTRACTOR (INSERT CONTRACTOR NAMEI
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
I