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Greensquare, Inc. Agreement AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND GREENSQUARE INC. FOR SUMMER CAMP TENNIS INSTRUCTION This Agreement is entered into this 1St day of July, 2013 (Effective Date), between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation organized and existing under the laws of the State of Florida, having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139 ("City"), and GREENSQUARE INC., a Florida corporation, whose address is 501 72nd Street, Miami Beach, FL 33141 (Contractor). SECTION 1 DEFINITIONS Agreement: This Agreement between the City and Consultant, including any exhibits and amendments thereto. City Manager: The chief administrative officer of the City. Contractor: For the purposes of this Agreement, Contractor shall be deemed to be an independent contractor, and not an agent or employee of the City. Services: All services, work and actions by the Contractor performed or undertaken pursuant to the Agreement. Fee: Amount paid to the Contractor as compensation for Services. Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139: telephone number(305) 673-7000, Ext. 6435: and fax number (305) 673-7023. 1 ` SECTION 2 SCOPE OF SERVICES (SERVICES) 2.1 In consideration of the Fee to be paid to Contractor by the City, Contractor shall provide the services described in Exhibit "A" hereto (the Services). 2.2 Consultant's Services, and any deliverables incident thereto, shall be completed in accordance with the timeline and/or schedule.below: Week of July 1 — July 5, 2013, for 2.5 hours a day, excluding recognized City holidays (Contractor will not work on City holidays). SECTION 3 TERM The term of this Agreement (Term) shall commence upon execution of this Agreement by all parties hereto, and shall commence on July 1, 2013 (Effective Date), and an end date of July 5, 2013 (the Term). Notwithstanding the Term provided herein, Consultant shall adhere to any specific timelines, schedules, dates, and/or performance milestones for completion and delivery of the Services, as same is/are set forth in the timeline and/or schedule referenced in Section 2.2. SECTION 4 FEE 4.1 In consideration of the Services to be provided, Consultant shall be compensated a flat fee of $1350, for the Term provided herein, which Fee is to be paid at the end of the Term. 4.2 [INTENTIONALLY DELETED] 4.3 [INTENTIONALLY DELETED] 4.2 INVOICING Upon receipt of an acceptable and approved invoice, payment(s) shall be made within thirty (30) days for the Services. Invoices shall include a detailed description of the Services provided, and shall be submitted to the City at the following address: Kevin Smith City of Miami Beach Parks & Recreation Department 2100 Washington Avenue Miami Beach, FL 33139 (305) 673-7730 2 y , omissions or other wrongful conduct of the Contractor, its officers, employees, agents, Y 9 contractors, or any other person or entity acting under Contractor's control or supervision, in connection with, related to, or as a result of the Contractor's performance of the Services pursuant to this Agreement. To that extent, the Contractor shall pay all such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses, and shall pay all costs and attorneys' fees expended by the City in the 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 Services under this Agreement is the specific consideration from the City to the Contractor for the Contractor's indemnity agreement. The provisions of this Section 6.1 and of this indemnification shall survive termination or expiration of this Agreement. 6.2 INSURANCE REQUIREMENTS The Contractor shall maintain and carry in full force during Ithe Term, the following insurance: 1. Consultant General Liability, in the amount of$1,000,000; and 2. Workers Compensation & Employers Liability, as required pursuant to Florida Statutes. The insurance must be furnished by insurance companies authorized to do business in the State of Florida. All insurance policies must be issued by companies rated no less than "B+" as to management and not less than "Class VI" as to strength by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All of Contractor's certificates shall contain endorsements providing that written notice shall be given to the City at least thirty (30) days prior to termination, cancellation or reduction in coverage in the policy. Original certificates of insurance must be submitted to the City's Risk Manager for approval (prior to any work and/or services commencing) and will be kept on file in the Office of the Risk Manager. The City shall have the right to obtain from the Consultant specimen copies of the insurance policies in the event that submitted certificates of insurance are inadequate to ascertain compliance with required coverage. The Contractor is also solely responsible for obtaining and submitting all insurance certificates for any sub-consultants. Compliance with the foregoing requirements shall not relieve the Contractor of the liabilities and obligations under this Section or under any other portion of this Agreement. The Contractor shall not commence any work and or services pursuant to this Agreement until all insurance required under this Section has been obtained and such insurance has been approved by the City's Risk Manager. SECTION 7 LITIGATION JURISDICTION/VENUE/JURY TRIAL WAIVER This Agreement shall be construed in accordance with the laws of the State of Florida. This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade 4 County, Florida. By entering into this Agreement, Contractor and the City 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. SECTION 8 LIMITATION OF CITY'S LIABILITY The City desires to enter into this Agreement only if in so doing the City can place a limit on the 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 $1,000. Contractor hereby expresses its 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 of$1,000. Accordingly, and notwithstanding any other term or condition of this Agreement, Contractor hereby agrees that the City shall not be liable to the Contractor for damages in an amount in excess of $1,000 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 section or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida Statutes. SECTION 9 [INTENTIONALLY DELETED] SECTION 10 GENERAL PROVISIONS 10.1 AUDIT AND INSPECTIONS Upon reasonable verbal or written notice to Contractor, and at any time during normal business hours (i.e. 9AM — 5PM, Monday through Fridays, excluding nationally recognized holidays), and as often as the City Manger may, in his/her reasonable discretion and judgment, deem necessary, there shall be made available to the City Manager, and/or such representatives as the City Manager may deem to act on the City's behalf, to audit, examine, and/ or inspect, any and all other documents and/or records relating to all matters covered by this Agreement. Contractor shall maintain any and all such records at its place of business at the address set forth in the "Notices" section of this Agreement. 10.2 [INTENTIONALLY DELETED] 10.3 ASSIGNMENT, TRANSFER OR SUBCONSULTING Contractor shall not subcontract, assign, or transfer all or any portion of any work and/or service under this Agreement without the prior written consent of the City Manager. 5 10.4 PUBLIC ENTITY CRIMES Prior to commencement of the Services, the Consultant shall file a State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes with the City's Procurement Division. 10.5 EQUAL EMPLOYMENT OPPORTUNITY In connection with the performance of the Services, the Contractor shall not discriminate against any employee or applicant for employment because of race, color, national origin, religion, sex, gender identity, sexual orientation, disability, marital and familial status, or age. 10.6 CONFLICT OF INTEREST The Contractor herein agrees to adhere to and be governed by all applicable Miami-Dade County Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami-Dade County Code, and as may be amended from time to time; and by the City of Miami Beach Charter and Code (as some may be amended from time to time); both of which are incorporated by reference herein as if fully set forth herein. The Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirectly, which could conflict in any manner or degree with the performance of the Services. The Contractor further covenants that in the performance of 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. SECTION 11 NOTICES All notices and communications in writing required or permitted hereunder, shall be delivered personally to the representatives of the Contractor and the City listed below or may be mailed by U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally recognized overnight delivery service. Until changed by notice in writing, all such notices and communications shall be addressed as follows: TO CONSULTANT: Greensquare Inc. 501 72"d Street, Miami Beach, FL 33141 305-604-4080 Attn: Victor Weithorn, Partner TO CITY: . City of Miami Beach Parks & Recreation Department 2100 Washington Avenue Miami Beach, FL 33139 Attn: Kevin Smith, Director Notice may also be provided to any other address designated by the party to receive notice if such alternate address is provided via U.S. certified mail, return receipt requested, hand 6 delivered, or by overnight delivery. In the event an alternate notice address is properly provided, notice shall be sent to such alternate address in addition to any other address which notice would otherwise be sent, unless other delivery instruction as specifically provided for by the party entitled to notice. Notice shall be deemed given on the day on which personally served, or the day of receipt by either U.S. certified mail or overnight delivery. SECTION 12 MISCELLANEOUS PROVISIONS 12.1 CHANGES AND ADDITIONS This Agreement cannot be modified or amended without the express written consent of the parties. No modification, amendment, or alteration of the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. 12.2 SEVERABILITY If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall not be affected and every other term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 12.3 ENTIRETY OF AGREEMENT The City and Contractor agree that this is the entire Agreement between the parties. This Agreement supersedes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein, and there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Title and paragraph headings are for convenient reference and are not intended to confer any rights or obligations upon the parties to this Agreement. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] 7 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first entered above. FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: �F By: ... .'� City Clerk - '�:•°'• City anager (NCORP ORATED= FOR CONSULTANT: EENSQUARE INC. ATTEST: ._... . . By: l_ By: ignature Print Name/Title Print Name/Title APPROVED AS TO FORM &LANGUAGE &FOR EXECUTION � 0 vl o ity Altdrn ate 8 EXH I BIT A Contractor will provide tennis instruction to the City of Miami Beach Parks and Recreation Tennis Summer Camp, for the week of July 1, thru July 5, 2013. Tennis instruction will last 2.5 hours daily and Contractor will provide three (3) tennis instructors daily. i x.-18 MIAMI BEACH Q q.,/ u` City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139,www.miamibeachfl.gov Professional Services Agreement Funding Summary Department: Parks and Recreation Department Contractor: Greensquare Inc. Summary Scope of Work/Service: Tennis Instruction for the City of Miami Beach Summer Tennis Camp Duration of Work: One Week Amount: $ Budget Code: 011.0950.000312 ❑Check if taking place of a budgeted position Name of position Additional Funding Information: (brief notes explaining whether item is budgeted and if not where the funding will come from Routing: Initials 1. Department Director: 2. OBPI (Budget): n � 3. Executive Staff Member: Asst. City Manager -` rte,. 4. Human Resources: o 5. City Attorney's Office: =' - 6. City Manager: �1 ry 7. City Clerk: *****Submit this form along with copy of the Professional Service Agreement****.