Loading...
2013-28369 Reso RESOLUTION NO. 2013-28369 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 TO PROVIDE SERVICES OR WORK RELATED TO VACANT BUDGETED POSITIONS, AS IDENTIFIED IN THE CITY'S APPROVED FISCAL YEAR (FY) 2013/2014 BUDGET; 2) THE AMOUNT OF THE FEE OR OTHER COMPENSATION UNDER SUCH CONTRACT(S) SHALL NOT EXCEED THE AUTHORIZED AMOUNT FOR THE RESPECTIVE CLASSIFICATION, AS SET FORTH 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 2013/2014 (SEPTEMBER 30, 2014); 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, BUT NOT MORE LENIENT; 5) REQUIRING THE CITY MANAGER TO ISSUE A LETTER TO COMMISSION EACH FISCAL QUARTER COMMENCING ON JANUARY 1, 2014, WHICH DELINEATES THOSE INDEPENDENT CONTRACTOR AGREEMENTS THAT EXCEED $25,000 AND 6) PROVIDING THAT THE AUTHORITY GRANTED TO THE CITY MANAGER PURSUANT TO THIS RESOLUTION SHALL BE BROUGHT TO THE CITY COMMISSION FOR RENEWAL AS PART OF THE ANNUAL OPERATING BUDGET APPROVAL. 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, the City has eliminated positions in its annual budget since FY 2007/08, and the City has restricted hiring for vacant positions where appropriate; and WHEREAS, these vacant positions are carefully analyzed for the purpose of identifying mission critical positions that should be filled, while allowing other positions to remain vacant; and r WHEREAS, the City needs to utilize independent contractors to replace those employees whose positions may have been eliminated, and to prevent hiring employees that might result in their separation from the City at the end of the fiscal year should their positions be eliminated; and WHEREAS, in some instances where positions are vacant, the City has retained independent contractors to provide services 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 less than the 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 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 or work related to a vacant, budgeted position, as approved in the City's FY 2013/2014 operating budget; and • The value of the agreement will not exceed the amount already authorized in the City's Classified or Unclassified Salary Ordinances, and the term of the agreement will not go beyond September 30, 2014; and • Any agreement entered into will contain, at minimum, the provisions outlined in the City's standard form independent contractor agreement (a copy of which is attached hereto and incorporated herein); and • The City Manager must issue a Letter to Commission ("LTC") each fiscal quarter, commencing on January 1, 2014, which delineates those Independent Contractor Agreements that exceed the $25,000 threshold; WHEREAS, the City Commission granted similar authority to the City Manager on September 20, 2010, for FY 2010/2011 and renewed such authority on September 27, 2011 for FY 2011/2012; and on September 27, 2012 for FY 2012/2013; and WHEREAS, during the discussions for the initial authority, it was said that this request for authority would be brought back for renewal on an annual basis as part of the budget process; [THIS SECTION INTENTIONALLY LEFT BLANK] NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND THE 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 to provide services or work related to vacant budgeted positions, as identified in the City's approved Fiscal Year (FY) 2013/2014 budget; 2) the amount of the fee or other compensation under such contract(s) shall not exceed the authorized amount for the respective classification, as set forth 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 2013/2014 (September 30, 2014); 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, but not more lenient; 5) requiring the City Manager to issue a letter to commission each fiscal quarter commencing on January 1, 2014, which delineates those Independent Contractor Agreements that exceed $25,000 and 6) providing that the authority granted to the City Manager pursuant to this Resolution shall be brought to the City Commission for renewal as part of the annual operating budget approval . PASSED and ADOPTED this 3�fh day of 5e 144 2013. ATTEST BY: M OR MATTI AER ERA BOWER B RAFA L E. GRANADO, CITY CL INCORP ORATED_' APPROVED AS TO FORS URGE . TION &FO EXE �y AT RNEY AT COMMISSION ITEM SUMMARY Condensed Titles: 1. A Resolution Authorizing The City Manager, 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 To Provide Services or Work Related To Vacant Budgeted Positions,As Identified In The City's Approved Fiscal Year(FY)2013/2014 Budget;2)The Amount.Of The Fee or Other Compensation Under Such Contract(s)Shall Not Exceed The Authorized Amount For The Respective Classification,As Set Forth 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 2013/2014(September 30,2014);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,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 As Part Of The Annual Operating Budget Approvals. 2. A Resolution Authorizing The City Manager, 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:Athletics Instruction/Coaching/Refereeing, Including But Not Limited To, The Following Categories: Baseball, Softball, Soccer, Gymnastics, Cheerleading, Volleyball; Ice Skating, Hockey, Swimming, Ice Guards,Aerobics Instruction; Fitness Instruction;Arts/Music/Cultural/Drama Instruction And Or Instrument Repair; Computer/Media Services, Including But Not Limited To, Instruction And Repair; Summer Camp Instruction; Special Needs Children Instruction;Instruction/Tutoring,Including But Not Limited,To Education;Cotillion;Speech,Debate,Social Skills, Literacy, Math And Sat; Fitness Classes, Including But Not Limited To,Aerobics,Zumba Dancing, Weight Room, Weight Loss, General Fitness Instruction,Adult,Youth And Baby Boot Camp; School Liaison Officers; Resident Project Representatives (RPR); Community/Public Information Services; Construction Cost Estimating/Consulting Services; Video Production Services; Photography/Videography Services; Graphic Design Services; Program Monitor Services; Cost Allocation Services;Job Audits; Step III Grievance Hearing Officer;Auditors; Historical Research; Latent Examiner Services; Medical Director And Accreditation Services/Support; Psychological And Testing Services; Professional Training Services Including But Not Limited To Sexual Harassment, Diversity And Team Building; Provided Further That The City Manager Shall Be Authorized To Negotiate, Enter Into, And Execute The Aforestated Agreements Subject To The Same Parameters Provided In The Resolution Above. 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 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. Item Summa /Recommendation: Under the City Charter,the City Manager has the authority to make an appointment to a vacant,budgeted position at a salary within the established range. In some instances when positions are vacant,the City retains independent contractors. In some instances when positions have been vacant,the City has retained independent contractors to provide the services or work.Because the City Code requires contracts in excess of$25,000 to be approved by the City Commission, in the recent past,these agreements had been limited to the maximum of$25,000. This has become increasingly challenging over the years as the City moves toward greater use of independent contractors. As has been done since FY 2009/2010, 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 and to provide services related to certain activities typically retained on an annual basis as outlined in the City Commission Memorandum. The Manager will continue to provide the Commission with quarterly reports regarding contracts whose value is$25,000 or more. Advisory Board Recommendation: N/A Financial Information: Source of Amount Account Funds: 2 OBPI Total Financial Impact Summary: Funds are already included in the FY 2013/2014 operating budget,in either salaries or professional services line items in various departments City Clerk's Office Legislative Tracking: Sylvia Crespo-Tabak, Human Resources Director Sign-Offs: Department Director Assistant City Manager City Manager Sylvia Crespo-Tabak Ka thi �ro s Jimm Morales - /a.44. ` TAAGENDA\2013\September 11\Independent Contract Summary 2013-2014.doc AGENDA.PTEM�- R'7.R- )M I AM EAC DATE 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 Me bers of th ity Commission FROM: Jimmy L. Morales City Manager DATE: September 30, 2013 SUBJECT: A RESOLUTION OF THE MAYOR ND 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 TO PROVIDE SERVICES OR WORK RELATED TO VACANT BUDGETED POSITIONS,AS IDENTIFIED IN THE CITY'S APPROVED FISCAL YEAR (FY) 2013/2014 BUDGET; 2) THE AMOUNT OF THE FEE OR OTHER COMPENSATION UNDER SUCH CONTRACT(S)SHALL NOT EXCEED THE AUTHORIZED AMOUNT FOR THE RESPECTIVE CLASSIFICATION, AS SET FORTH 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 2013/2014(SEPTEMBER 30, 2014); 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 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 AS PART OF THE ANNUAL OPERATING BUDGET APPROVAL. 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: ATHLETICS INSTRUCTION/COACHING/REFEREEING, INCLUDING BUT NOT LIMITED TO,THE FOLLOWING CATEGORIES: BASEBALL,SOFTBALL, SOCCER, GYMNASTICS, CHEERLEADING, VOLLEYBALL; ICE SKATING, HOCKEY, SWIMMING, ICE GUARDS, AEROBICS INSTRUCTION; FITNESS INSTRUCTION; ARTS/MUSIC/CULTURAL/DRAMA INSTRUCTION AND OR INSTRUMENT REPAIR;COMPUTERIMEDIA SERVICES,INCLUDING BUT NOT LIMITED TO, INSTRUCTION AND REPAIR; SUMMER CAMP INSTRUCTION; SPECIAL NEEDS CHILDREN INSTRUCTION; INSTRUCTION/TUTORING, INCLUDING BUT NOT LIMITED TO, EDUCATION;COTILLION;SPEECH, DEBATE, SOCIAL SKILLS, LITERACY, MATH AND SAT; FITNESS CLASSES, INCLUDING BUT NOT LIMITED TO, AEROBICS, ZUMBA DANCING, WEIGHT ROOM, WEIGHT LOSS, GENERAL FITNESS INSTRUCTION, ADULT, YOUTH AND BABY BOOT CAMP; SCHOOL LIAISON OFFICERS; RESIDENT PROJECT REPRESENTATIVES(RPR); COMMUNITY/PUBLIC INFORMATION SERVICES; CONSTRUCTION COST ESTIMATING/CONSULTING SERVICES; VIDEO PRODUCTION SERVICES; PHOTOGRAPHY/VIDEOGRAPHY SERVICES; GRAPHIC DESIGN SERVICES; PROGRAM MONITOR SERVICES; COST ALLOCATION SERVICES;JOB AUDITS;STEP III GRIEVANCE HEARING OFFICER; AUDITORS; HISTORICAL RESEARCH; LATENT EXAMINER SERVICES; MEDICAL DIRECTOR AND ACCREDITATION SERVICES/SUPPORT; PSYCHOLOGICAL AND TESTING SERVICES; PROFESSIONAL TRAINING SERVICES, INCLUDING BUT NOT LIMITED TO, SEXUAL HARASSMENT, DIVERSITY AND TEAM' BUILDING; 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 OR OTHER COMPENSATION 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) 2013/2014 BUDGET; 2)THE TERM OF ANY SERVICE AGREEMENT AUTHORIZED HEREIN SHALL NOT EXTEND BEYOND THE END OF FY 2013/2014 (SEPTEMBER 30,2014); 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, 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 AS PART OF THE ANNUAL OPERATING BUDGET APPROVAL. ADMINISTRATION RECOMMENDATION Adopt both resolutions. BACKGROUND/ANALYSIS The first resolution pertains to independent contractor agreements for individuals hired to perform a specific function. These individuals are usually compensated at an hourly or project specific rate. Under the City Charter, the City Manager has the authority to appoint an employee into a vacant, budgeted position with a salary that falls within the range established by the City Commission for that classification. In some instances when positions have been vacant,the City has retained independent contractors to provide the services or work. Because the City Code requires contracts in excess of$25,000 to be approved by the City Commission, in the recent past, these agreements had been limited to the maximum of $25,000. This has become increasingly challenging over the years as the City moves toward greater use of independent contractors. In an effort to save on costs, such as pension and health benefits, the Administration is recommending that for FY 2013/2014,the City Commission reauthorize 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 or work related to a vacant, budgeted position, as approved in the City's FY 2013/2014 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, 2014.Any agreement entered into will contain,at a minimum,the provisions outlined in the City's standard form independent contractor agreement which, among other things, requires the issuance of a purchase order. (Attachment A). • The authority granted the City Manage be subject to monitoring through periodic Letters to the Commission (LTC), identifying any independent contractor agreements that exceed the $25,000 threshold. 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(FCWPC). At its October 29, 2009, meeting,the FCWPC held a discussion regarding this item. As part of the discussion, the Administration clarified that the purpose of this item was not to replace employees currently in a position, or to eliminate positions and lay off employees to hire independent contractors to perform the same functions. The independent contractors were be used to perform the functions of vacant, budgeted positions where a previous 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; renewed it on September 20, 2010 for the fiscal year ending September 30, 2011; renewed it on September 27, 2011 for the fiscal year ending on September 30, 2012; and renewed on September 27, 2012 for the fiscal year ending on September 30, 2013. This request for authority was brought back for renewal on an annual basis as part of the budget process, as the authorization expires at the end of each fiscal year. This updated resolution is for FY 2013/2014. The second resolution also pertains to independent contractors who will be providing certain specific services or work reflected in departmental budgets. Some of the services include: dance instruction, ice skating instruction, athletics instruction/coaching,aerobics instruction, computer(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; video production services, television/videography services, and graphic design 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; auditing services for the Office of Budget and Performance Improvement; job audit services and step III grievance hearing officer for the Human Resources Department. historical research, to support the Planning Department in preparation of historic designation reports and other written reports of historical nature and to assist with archive research; Latent Examiner Services that are used by the Police Department in reviewing reports, training personnel and maintaining monthly Florida Department of Law Enforcement (FDLE) and Automated Fingerprint Identification System (AFIS)statistical data; accreditation services/support.Additionally,for this upcoming fiscal year,we are requesting the inclusion of a medical examiner for the Fire Department. To coordinate the execution of agreements for the kinds of services or work referenced in the second resolution, the Administration also recommends that the City Manager be authorized to negotiate, enter into, and execute 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 or work specifically listed in the second resolution; • The value of the agreement will not exceed the authorized amount for the respective services or work, as set forth in the City's approved FY 2013/2014 operating budget; • The term of the agreement shall not extend beyond the end of FY 2013/2014 (September 30, 2014); 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 authority granted the City Manage be subject to monitoring through periodic Letters to the Commission (LTC), identifying any independent contractor agreements that exceed the $25,000 threshold. CONCLUSION The City Commission has approved both resolutions on an annual basis since December 9, 2009,with the requirement that the Administration bring back the item on an annual basis as part of the budget process. The authority granted the City Manage is subject to monitoring through periodic Letters to the Commission (LTC), identifying any independent contractor agreements that exceed the$25,000 threshold.This updated resolution is for FY 2013/2014. The Administration recommends adopting both Resolutions. Attachment JLM/K B/SC-T/CMG TAAGENDA\2013\September 11\Independent Contractor Memo 2013-2014.doc 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 r ], and an end date of r ] (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 [ ] 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 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 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 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. Florida Public Records Law. Contractor agrees to be in full compliance with Florida Statute 119.0701 including, but not limited to, agreement to (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the services; (b) provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; (d) Meet all requirements for retaining public records and transfer, at no cost,to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. 11. 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 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. 12. No Assignment/Transfer. This section intentionally left blank. 13. 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. 14. 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 I 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. 15. 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. 16. Severance. In the event this Agreement or a portion of this Agreement is found b a court of competent 9 P 9 Y P jurisdiction to be invalid, the remaining provisions shall continue to be effective unless City elects to terminate this Agreement. 17. 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. 18. 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. 19. 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 PACE 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 NAMEI WITNESS: By: Signature Print Name By: Print Name/Title Print Name Approved: Approved as to form & language & for execution.XV Department Director City Attorn Date Office of Budget and Performance Improvement Human Resources