2017-29855 Reso RESOLUTION NO. 2017-29855
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, RETROACTIVELY 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) 2016/2017 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
2016/2017{SEPTEMBER 30, 2017); 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
is
QUARTER, COMMENCING ON JANUARY 1, 2017, WHICH DELINEATES
THOSE INDEPENDENT CONTRACTOR AGREEMENTS THAT EXCEED
$50,000; 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
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 having to lay them off at the end of the fiscal year if their positions are 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 of $50,000 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
$50,000 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 $50,000, 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
2016/2017 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, 2017; 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, 2017, which delineates those Independent Contractor
Agreements that exceed the $50,000 threshold;
WHEREAS, the City Commission granted similar authority to the City Manager on
September 20, 2010 for FY 2010/2011; on September 27, 2011 for FY 2011/2012; on
September 27, 2012 for FY 2012/2013; on September 30, 2013 for FY 2013/14; on September
30, 2014 for FY 2014/15; and on September 30, 2015 for FY 2015/16; 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, that the Mayor and City
Commission hereby retroactively authorize the City Manager, on behalf of the City, to enter into
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 FY 2016/2017 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 2016/2017 (September 30,
2017); 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,
2017, which delineates those independent contractor agreements that exceed $50,000.00; 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 /7 day of M A % , 2017.
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Updated April 12, 2017
INDEPENDENT CONTRACTOR AGREEMENT
This Agreement is entered into on this day of , 20 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
[ 1 (the Term).
1. Description of Services.
Contractor will provide the services described in Exhibit A hereto (the "Services").
Although Contractor may be provided with a schedule of the available hours to provide its
Services, the City shall not control nor have the right to control the hours of the Services
performed by the Contractor; where the Services are performed (although the City will
provide Contractor with the appropriate location to perform the Services);when the Services
are performed (including how many days a week the services are performed); how the
Services are performed; or any other aspect of the actual manner and means of
accomplishing the Services provided. Notwithstanding the foregoing, all Services provided
by the Contractor shall be to the reasonable satisfaction of the City Manager. If there are
any questions regarding the Services to be performed, Contractor should contact the
following person:
2. Fee.
In consideration of the Services to be provided pursuant to this Agreement, the City agrees
to pay Contractor a fee, not to exceed the amount of (the Fee),which
shall be paid as described in Exhibit B hereto.
The Contractor shall issue invoices to the City pursuant to the mutual agreement of the
parties and pursuant to the Fee Schedule set forth in Exhibit B hereto upon receipt of an
acceptable and approved invoice. The City shall remit payment to the Contractor within 45
days of receiving an invoice from the Contractor for that portion (or those portions) of the
Services satisfactorily rendered (and referred to in the particular invoice).
3. Termination.
This Agreement may be terminated by 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.
Notwithstanding the foregoing, if the performance by Contractor of the Services under this
Agreement is creating a public health,welfare or safety concern, as determined by the City
Manager, in the City Manager's sole discretion,the City Manager may immediately suspend
the Services under this Agreement for a time certain, or, in the alternative, terminate this
Agreement on a given date,without providing Contractor an opportunity to cure. In the event
of termination pursuant to 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 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
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virtue of, this Agreement.
4. 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 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 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.
5. 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
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/her
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 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 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.
6. 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 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:
CONTRACTOR: [INSERT NAME OF CONTRACTOR]
[INSERT ADDRESS OF CONTRACTOR]
[INSERT PHONE NUMBER]
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CITY: [INSERT DEPARTMENT DIRECTOR]
City of Miami Beach
[INSERT DEPARTMENT NAME]
1700 Convention Center Drive
Miami Beach, FL 33139
(305)
Notice shall be deemed given on the date of an acknowledged receipt, and, in all other
cases, on the date of receipt or refusal.
7. 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.
8. Duty of Care/Compliance with Applicable Laws/Conflict of Interest.
With respect to the performance of the services 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 services.
In its performance of the 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, including but not limited to 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 services. Contractor further covenants that in the performance of services under this
Agreement, no person having any such interest shall knowingly be employed by the
Contractor. Notwithstanding the foregoing, Contractor shall be able to provide similar
services to other third parties as long as they do not conflict with the services to be
provided hereunder. 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 therefrom.
9. No Discrimination.
In connection with the performance of the Services, the Contractor shall not exclude from
participation in,deny the benefits of,or subject to discrimination anyone on the grounds of
race, color, national origin, sex, age, disability, religion, income or family status.
Additionally, Contractor shall comply with City of Miami Beach Human Rights Ordinance,
codified in Chapter 62 of the City Code, as may be amended from time to time, prohibiting
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discrimination in employment, housing, public accommodations, or public services,on the
basis of actual or perceived race, color, national origin, religion, sex, intersexuality, sexual
orientation, gender identity, familial and marital status, age, ancestry, height, weight,
domestic partner status, labor organization membership, familial situation, political
affiliation, or disability.
10. Florida Public Records Law.
(A) Contractor shall comply with Florida Public Records law under Chapter 119, Florida
Statutes, as may be amended from time to time.
(B) The term "public records" shall have the meaning set forth in Section 119.011(12),
which means all documents, papers, letters, maps, books,tapes, photographs,films,
sound recordings, data processing software, or other material, regardless of the
physical form, characteristics, or means of transmission, made or received pursuant
to law or ordinance or in connection with the transaction of official business of the
City.
(C) Pursuant to Section 119.0701 of the Florida Statutes, if the Contractor meets the
definition of"Contractor"as defined in Section 119.0701(1)(a), the Contractor shall:
(1) Keep and maintain public records required by the City to perform the service;
(2) Upon request from the City's custodian of public records, provide the City
with a copy of the requested records or allow the records to be inspected or
copied within a reasonable time at a cost that does not exceed the cost
provided in Chapter 119, Florida Statutes or as otherwise provided by law;
(3) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed, except as
authorized by law, for the duration of the contract term and following
completion of the Agreement if the Contractor does not transfer the records
to the City;
(4) Upon completion of the Agreement, transfer, at no cost to the City, all public
records in possession of the Contractor or keep and maintain public records
required by the City to perform the service. If the Contractor transfers all
public records to the City upon completion of the Agreement,the Contractor
shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the Contractor keeps
and maintains public records upon completion of the Agreement, the
Contractor shall meet all applicable requirements for retaining public records.
All records stored electronically must be provided to the City, upon request
from the City's custodian of public records, in a format that is compatible with
the information technology systems of the City.
(C) REQUEST FOR RECORDS; NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the City's contract for
services must be made directly to the City. If the City does not possess the
requested records, the City shall immediately notify the Contractor of the
request, and the Contractor must provide the records to the City or allow the
records to be inspected or copied within a reasonable time.
(2) Contractor's failure to comply with the City's request for records shall
constitute a breach of the Agreement, and the City, at its sole discretion,
may: (1)unilaterally terminate the Agreement; (2)avail itself of the remedies
set forth under the Agreement; and/or (3) avail itself of any available
remedies at law or in equity.
(3) A Contractor who fails to provide the public records to the City within a
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reasonable time may be subject to penalties under s. 119.10.
(D) CIVIL ACTION.
(1) If a civil action is filed against a Contractor to compel production of public
records relating to the City's contract for services,the court shall assess and
award against the Contractor the reasonable costs of enforcement, including
reasonable attorney fees, if:
a. The court determines that the Contractor unlawfully refused to comply
with the public records request within a reasonable time; and
b. At least 8 business days before filing the action, the plaintiff provided
written notice of the public records request, including a statement that
the Contractor has not complied with the request, to the City and to the
Contractor.
(2) A notice complies with subparagraph (1)(b)if it is sent to the City's custodian
of public records and to the Contractor at the Contractor's address listed on
its contract with the City or to the Contractor's registered agent. Such notices
must be sent by common carrier delivery service or by registered, Global
Express Guaranteed, or certified mail, with postage or shipping paid by the
sender and with evidence of delivery, which may be in an electronic format.
(3) A Contractor who complies with a public records request within 8 business
days after the notice is sent is not liable for the reasonable costs of
enforcement.
(E) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO(a_MIAMIBEACHFL.GOV
PHONE: 305-673-7411
11. Ownership of Documents/Patents and Copyrights.
Any and all documents prepared by Contractor pursuant to this Agreement are related
exclusively to the services described herein shall be deemed to be a "work made for hire",
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, are hereby assigned to the City,
in perpetuity, for public use.
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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. Liability for Rent, Supplies, Equipment, Etc.
Contractor shall provide all funds necessary to pay all debts,disbursements,and expenses
incurred in connection with its performance of the Services hereunder, and shall not be
entitled to any reimbursement from the City unless otherwise agreed to by the City. It will
also provide all supplies and equipment necessary to provide such services. If Contractor
uses any of the City's facilities, supplies, or equipment to furnish the Services hereunder,
Contractor shall pay the City (or such amount shall be deducted from the Fee set forth in
Section 2) an amount as mutually agreed by the parties.
13. Liability for Sub-contractors.
Contractor shall be liable for its services, responsibilities and liabilities under this
Agreement and the costs, 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). In this regard, Contractor must furnish the City with all information relating to the sub-
contractors which is requested by the City. 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 disclosed in writing to the City prior to their engagement by
Contractor.
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
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.
The Contractor shall be the sole party responsible for any and all employment taxes,
unemployment compensation taxes or insurance, social security taxes, or other taxes,
insurance payments, or otherwise whether levied by any country or any political subdivision
thereof. The Contractor shall not, in any way, be considered to be, or be deemed to be, an
employee of the City through the services performed in this Agreement(e.g., including, but
not limited to, for purposes of the Federal Insurance Contribution Act, the Social Security
Act,the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, any
state revenue and taxation code relating to income tax withholding at the source of income,
the Workers' Compensation Insurance Code and other benefit payments and third party
liability claims),and the Contractor shall indemnify and hold the City harmless from all costs,
loss, damages or expenses (including but not limited to taxes, accounting fees, court costs,
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and attorney fees at all levels of litigation)in the event of any determination to the contrary by
any court of competent jurisdiction or governmental authority. The Contractor recognizes
and understands that it will receive an Internal Revenue Service Form 1099 statement and
related tax statements, and will be required to file corporate and/or individual tax returns and
to pay taxes in accordance with all provisions of applicable Federal and state law. The
Contractor hereby promises and agrees to indemnify the City for any damages or expenses,
including attorney's fees, and legal expenses, incurred by the City as a result of the
Contractor's failure to make such required payments.
Except as otherwise expressly provided in the Agreement, the Contractor shall in no way
hold itself out as an employee, dependent agent, or other servant of the City, its employees
or other agents, or as other than a free agent with respect to the City. The Contractor is not
granted, shall not have, and acknowledges the absence of any right or authority to assume
or create any obligations or responsibility, express or implied, on behalf of or in the name of
the City or to bind the latter in any matter or thing whatsoever.
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 by a court of competent
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.
20. Force Majeure.
Contractor shall not be held responsible for losses,delays,failure to perform or excess costs
caused by events beyond the control of the Contractor. Such events may include, but are
not restricted to the following: Acts of God; fire, epidemics, earthquake, flood or other
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natural disaster; acts of the government; riots, strikes,war or civil disorder; unavailability of
fuel.
21. Assignment.
Contractor shall not assign all or any portion of this Agreement without the prior written
consent of the City Manager, and it is agreed that said consent must be sought in writing by
Contractor not less than sixty (60) days prior to the date of any proposed assignment.
22. Audit and Inspection Records.
Contractor shall permit the authorized representatives of the City to inspect and audit all data
and records of the Contractor, if any, relating to performance under this Agreement until the
expiration of three years after final payment under this Agreement.
Contractor further agrees to include in all his/her subcontracts hereunder a provision to the
effect that the sub-contractor agrees that the City or any of their duly authorized
representatives shall, until the expiration of three years after final payment to the sub-
contractor, have access to and the right to examine any directly pertinent books,documents,
papers and records of such sub-contractor, involving transactions related to the sub-
contractor.
23. Mutual cooperation.
Contractor recognizes that the performance of this Agreement is essential to the provision of
vital public services and the accomplishment of the stated goals and mission of the City.
Therefore, the Contractor shall be responsible to maintain a cooperative and good faith
attitude in all relations with the City and shall actively foster a public image of mutual benefit
to both parties. The Contractor shall not make any statements or take any actions
detrimental to this effort.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
•
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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
Date:
FOR CONTRACTOR: [INSERT CONTRACTOR NAME].
WITNESS:
By:
Signature
Print Name Print Name
Date:
Approved: Approved as to form & language &
for execution.
Department Director City Attorney Date
Office of Budget and Performance Improvement
Human Resources
F:ATTO/TORG/Agreements/Independent Contractor Agreement/Independent Contractor Agreement 2017
modified 3-19-2017
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Exhibit A
Description of Services
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Exhibit B
Fee
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Updated April 12, 2017
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
AND
[FILL IN CONSULTANT NAME]
FOR
[XXXXXXXXXXXXXXXX], PURSUANT TO
[FILL IN RFP, RFQ, OR ITB#]
This Professional Services Agreement ("Agreement") is entered into this XXXXXX day of
XXXXXXXXXXXX, 20 , 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 [FILL IN
CONSULTANT NAME], a [FILL IN TYPE OF ENTITY/I.E. CORPORATION, LLC, ETC.],
whose address is XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX ("Consultant").
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.
City Manager's
Designee: The City staff member who is designated by the City Manager to
administer this Agreement on behalf of the City. The City Manager's
designee shall be the Department Director.
Consultant: For the purposes of this Agreement, Consultant 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 Consultant performed or undertaken
pursuant to the Agreement.
Fee: Amount paid to the Consultant as compensation for Services.
Proposal Documents: Proposal Documents shall mean City of Miami Beach [FILL IN RFP,
RFQ, OR ITB] No. [XXXXXXXXXXXXXX] for
XXXXXXXXX)OO(XXXXXXXXXX], together with all amendments thereto,
issued by the City in contemplation of this Agreement [FILL IN
CORRECT ABBREVIATION RFP, RFQ, OR ITB], and the Consultant's
proposal in response thereto ("Proposal"), all of which are hereby
incorporated and made a part hereof; provided, however, that in the event
of an express conflict between the Proposal Documents and this
Agreement, the following order of precedent shall prevail: this Agreement;
the [FILL IN RFP, RFQ, or ITB]; and the Proposal.
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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.
SECTION 2
SCOPE OF SERVICES
2.1 In consideration of the Fee to be paid to Consultant by the City, Consultant shall provide
the work and services described in Exhibit "A" hereto (the "Services").
[NOTE: EXHIBIT "A" MUST INCLUDE DETAILED DESCRIPTION OF SERVICES]
Although Consultant may be provided with a schedule of the available hours to provide its
services, the City shall not control nor have the right to control the hours of the services
performed by the Consultant; where the services are performed (although the City will provide
Consultant with the appropriate location to perform the services); when the services are
performed, including how many days a week the services are performed; how the services are
performed, or any other aspect of the actual manner and means of accomplishing the services
provided. Notwithstanding the foregoing, all services provided by the Consultant shall be to the
reasonable satisfaction of the City Manager. If there are any questions regarding the services
to be performed, Consultant should contact the following person:
2.2 Consultant's Services, and any deliverables incident thereto, shall be completed in
accordance with the timeline and/or schedule in Exhibit [XXX] hereto.
[NOTE: TIMELINE FOR DELIVERABLES CAN ALSO BE INCLUDED IN EXHIBIT "A" OR IN
SEPARATE EXHIBIT]
SECTION 3
TERM
The term of this Agreement ("Term") shall commence upon execution of this Agreement by all
parties hereto, and shall have an initial term of [XXXXXXXXXXXX1, with [XXXXXXXXXX1
renewal options, to be exercised at the City Manager's sole option and discretion, by providing
Consultant with written notice of same no less than thirty (30) days prior to the expiration of the
initial 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 Exhibit [XXX] hereto.
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SECTION 4
FEE
4.1 In consideration of the Services to be provided, Consultant shall be compensated on a
fixed fee basis, in the amount of$XXXXXXXX.
4.2 [NOTE: INCLUDE AMOUNT FOR REIMBURSABLES, IF ANY].
4.3 [NOTE: INCLUDE HOW FEE IS TO BE PAID — I.E. "X" PERCENTAGE UP FRONT;
"X" UPON DELIVERY; MONTHLY; LUMP SUM; ETC.].
4.4 INVOICING
Upon receipt of an acceptable and approved invoice, payment(s) shall be made within forty-five
(45) days for that portion (or those portions) of the Services satisfactorily rendered (and
referenced in the particular invoice).
Invoices shall include a detailed description of the Services (or portions thereof) provided, and
shall be submitted to the City at the following address:
SECTION 5
TERMINATION
5.1 TERMINATION FOR CAUSE
If the Consultant shall fail to fulfill in a timely manner, or otherwise violates, any of the
covenants, agreements, or stipulations material to this Agreement, the City, through its City
Manager, shall thereupon have the right to terminate this Agreement for cause. Prior to
exercising its option to terminate for cause, the City shall notify the Consultant of its violation of
• the particular term(s) of this Agreement, and shall grant Consultant ten (10) days to cure such
:"'.177 default. If such default remains uncured after ten (10) days, the City may terminate this
,''.`•�..tiAgreement without further notice to Consultant. Upon termination, the City shall be fully
discharged from any and all liabilities, duties, and terms arising out of, or by virtue of, this
Agreement.
Notwithstanding the above, the Consultant shall not be relieved of liability to the City for
damages sustained by the City by any breach of the Agreement by the Consultant. The City, at
its sole option and discretion, shall be entitled to bring any and all legal/equitable actions that it
deems to be in its best interest in order to enforce the City's right and remedies against
Consultant. The City shall be entitled to recover all costs of such actions, including reasonable
attorneys' fees.
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5.2 TERMINATION FOR CONVENIENCE OF THE CITY
THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS
CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY
TIME DURING THE TERM BY GIVING WRITTEN NOTICE TO CONSULTANT OF
SUCH TERMINATION; WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30)
DAYS FOLLOWING RECEIPT BY THE CONSULTANT OF SUCH NOTICE. IF THE
AGREEMENT IS TERMINATED FOR CONVENIENCE BY THE CITY, CONSULTANT
SHALL BE PAID FOR ANY SERVICES SATISFACTORILY PERFORMED UP TO THE
DATE OF TERMINATION; FOLLOWING WHICH THE CITY SHALL BE DISCHARGED
FROM ANY AND ALL LIABILITIES, DUTIES, AND TERMS ARISING OUT OF, OR BY
VIRTUE OF, THIS AGREEMENT.
5.3 TERMINATION FOR INSOLVENCY
The City also reserves the right to terminate the Agreement in the event the Consultant is
placed either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of
creditors. In such event, the right and obligations for the parties shall be the same as provided
for in Section 5.2.
SECTION 6
INDEMNIFICATION AND INSURANCE REQUIREMENTS
6.1 INDEMNIFICATION
Consultant agrees to indemnify and hold harmless the City of Miami Beach and its officers,
employees, agents, and contractors, from and against any and all actions (whether at law or in
equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees and
costs, for personal, economic or bodily injury, wrongful death, loss of or damage to property,
which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other
wrongful conduct of the Consultant, its officers, employees, agents, contractors, or any other
person or entity acting under Consultant's control or supervision, in connection with, related to,
or as a result of the Consultant's performance of the Services pursuant to this Agreement. To
that extent, the Consultant 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 Consultant expressly understands and agrees that any insurance
protection required by this Agreement or otherwise provided by the Consultant shall in no way
limit the Consultant's responsibility to indemnify, keep and save harmless and defend the City or
its officers, employees, agents and instrumentalities as herein provided.
The parties agree that one percent (1%) of the total compensation to Consultant for
performance of the Services under this Agreement is the specific consideration from the City to
the Consultant for the Consultant'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 [NOTE: INSURANCE TYPES AND LIMITS BELOW
SHOULD ALWAYS BE SAME AS WHAT WAS SPECIFICED IN BID DOCUMENTS]
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The Consultant shall maintain and carry in full force during the Term, the following insurance:
1. Consultant General Liability, in the amount of$1,000,000;
2. Consultant Professional Liability, in the amount of$200,000; and
3. 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 Consultant'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. The insurance certificates for General Liability shall include the City as
an additional insured and shall contain a waiver of subrogation endorsement.
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 Consultant is also solely responsible for obtaining and submitting all insurance certificates
for any sub-consultants.
Compliance with the foregoing requirements shall not relieve the Consultant of the liabilities and
obligations under this Section or under any other portion of this Agreement.
The Consultant 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 County, Florida. By
entering into this Agreement, Consultant 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
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of this Agreement, so that its liability for any such breach never exceeds the sum of the
compensation/fee to be paid to the Consultant pursuant to this Agreement, less any amounts
actually paid by the City as of the date of the alleged breach. Consultant hereby expresses its
willingness to enter into this Agreement with Consultant's recovery from the City for any
damages from any action for breach of contract to be limited to a maximum amount of the
compensation/fee to be paid to the Consultant 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, Consultant
hereby agrees that the City shall not be liable to the Consultant for damages in an amount in
excess of the compensation/fee to be paid to the Consultant 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 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
DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS/PATENT RIGHTS; COPYRIGHT;
AND CONFIDENTIAL FINDINGS
9.1 DUTY OF CARE
With respect to the performance of the work and/or service contemplated herein, Consultant
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.
9.2 COMPLIANCE WITH APPLICABLE LAWS
In its performance of the work and/or services, Consultant 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.
9.3 PATENT RIGHTS; COPYRIGHT; CONFIDENTIAL FINDINGS
Any work product arising out of this Agreement, as well as all information specifications,
processes, data and findings, are intended to be the property of the City and shall not otherwise
be made public and/or disseminated by Consultant, without the prior written consent of the City
Manager, excepting any information, records etc. which are required to be disclosed pursuant to
Court Order and/or Florida Public Records Law.
All reports, documents, articles, devices, and/or work produced in whole or in part under this
Agreement are intended to be the sole and exclusive property of the City, and shall not be
subject to any application for copyright or patent by or on behalf of the Consultant or its
employees or sub-consultants, without the prior written consent of the City Manager.
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SECTION 10
GENERAL PROVISIONS
10.1 AUDIT AND INSPECTIONS
Upon reasonable verbal or written notice to Consultant, 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 Manager 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. Consultant 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 DELETETD]
10.3 ASSIGNMENT, TRANSFER OR SUBCONSULTING
Consultant 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, which
consent, if given at all, shall be in the Manager's sole judgment and discretion. Neither this
Agreement, nor any term or provision hereof, or right hereunder, shall be assignable unless as
approved pursuant to this Section, and any attempt to make such assignment (unless
approved) shall be void.
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 NON-DISCRIMINATION
In connection with the performance of the Services, the Consultant shall not exclude from
participation in, deny the benefits of, or subject to discrimination anyone on the grounds of
race, color, national origin, sex, age, disability, religion, income or family status.
Additionally, Consultant shall comply fully with the City of Miami Beach Human Rights
Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time,
prohibiting discrimination in employment, housing, public accommodations, and public
services on account of actual or perceived race, color, national origin, religion, sex,
intersexuality, gender identity, sexual orientation, marital and familial status, age, disability,
ancestry, height, weight, domestic partner status, labor organization membership, familial
situation, or political affiliation.
10.6 CONFLICT OF INTEREST
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Consultant 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, as may be amended from time to time; and by the City of Miami Beach Charter and
Code, as may be amended from time to time; both of which are incorporated by reference as if
fully set forth herein.
Consultant covenants that it presently has no interest and shall not acquire any interest,
directly or indirectly, which could conflict in any manner or degree with the performance of the
Services. Consultant further covenants that in the performance of this Agreement, Consultant
shall not employ any person having any such interest. 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 therefrom.
10.7 CONSULTANT'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
(A) Consultant shall comply with Florida Public Records law under Chapter 119, Florida
Statutes, as may be amended from time to time.
(B) The term "public records" shall have the meaning set forth in Section 119.011(12), which
means all documents, papers, letters, maps, books, tapes, photographs, films, sound
recordings, data processing software, or other material, regardless of the physical form,
characteristics, or means of transmission, made or received pursuant to law or
ordinance or in connection with the transaction of official business of the City.
(C) Pursuant to Section 119.0701 of the Florida Statutes, if the Consultant meets the
definition of"Contractor" as defined in Section 119.0701(1)(a), the Consultant shall:
(1) Keep and maintain public records required by the City to perform the service;
(2) Upon request from the City's custodian of public records, provide the City with a
copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in
Chapter 119, Florida Statutes or as otherwise provided by law;
(3) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed, except as authorized
by law, for the duration of the contract term and following completion of the
Agreement if the Consultant does not transfer the records to the City;
(4) Upon completion of the Agreement, transfer, at no cost to the City, all public
records in possession of the Consultant or keep and maintain public records
required by the City to perform the service. If the Consultant transfers all public
records to the City upon completion of the Agreement, the Consultant shall
destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. If the Consultant keeps and
maintains public records upon completion of the Agreement, the Consultant shall
meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the City, upon request from the City's
custodian of public records, in a format that is compatible with the information
technology systems of the City.
(D) REQUEST FOR RECORDS; NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the City's contract for
services must be made directly to the City. If the City does not possess the
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requested records, the City shall immediately notify the Consultant of the
request, and the Consultant must provide the records to the City or allow the
records to be inspected or copied within a reasonable time.
(2) Consultant's failure to comply with the City's request for records shall constitute a
breach of this Agreement, and the City, at its sole discretion, may: (1) unilaterally
terminate the Agreement; (2) avail itself of the remedies set forth under the
Agreement; and/or (3) avail itself of any available remedies at law or in equity.
(3) A Consultant who fails to provide the public records to the City within a
reasonable time may be subject to penalties under s. 119.10.
(E) CIVIL ACTION.
(1) If a civil action is filed against a Consultant to compel production of public records
relating to the City's contract for services, the court shall assess and award
against the Consultant the reasonable costs of enforcement, including
reasonable attorney fees, if:
a. The court determines that the Consultant unlawfully refused to comply with
the public records request within a reasonable time; and
b. At least 8 business days before filing the action, the plaintiff provided written
notice of the public records request, including a statement that the
Consultant has not complied with the request, to the City and to the
Consultant.
(2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of
public records and to the Consultant at the Consultant's address listed on its
contract with the City or to the Consultant's registered agent. Such notices must
be sent by common carrier delivery service or by registered, Global Express
Guaranteed, or certified mail, with postage or shipping paid by the sender and
with evidence of delivery, which may be in an electronic format.
(3) A Consultant who complies with a public records request within 8 business days
after the notice is sent is not liable for the reasonable costs of enforcement.
(F) IF THE CONSULTANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO(&MIAMIBEACHFL.GOV
PHONE: 305-673-7411
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SECTION 11
NOTICES
All notices and communications in writing required or permitted hereunder, shall be delivered
personally to the representatives of the Consultant 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: [FILL IN]
TO CITY: [FILL IN]
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 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 date of an acknowledged receipt, or, in all other cases, on the
date of receipt or refusal.
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 Consultant agree that this is the entire Agreement between the parties. This
Agreement supersedes all prior negotiations, correspondence, conversations, agreements or
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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]
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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:
By:
City Clerk Mayor
Date:
FOR CONSULTANT: [INSERT NAME]
ATTEST:
By:
Print Name and Title Print Name and Title
Date:
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I :.1I IO 1OR(i .Agreements Professional Sen icesl\weement 2017 modified -19-_'017
13
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Resolutions - C7 G
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: May 17, 2017
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, RETROACTIVELY 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) 2016/2017
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 FY2016/2017 (SEPTEMBER 30, 2017); 4)ATA 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, 2017, WHICH
DELINEATES THOSE INDEPENDENT CONTRACTOR AGREEMENTS
THAT EXCEED $50,000 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.
RECOMMENDATION
The Administration recommends approving the Resolution
Page 238 of 878
•
ANALYSIS
The resolution pertains to independent contractor agreements for individuals hired to perform a
specific function, who are usually compensated on an hourly or project specific rate.
I n an effort to save on costs, such as pension and health benefits, the Administration is
recommending that for FY 2016/17, the City Commission reauthorize the City Manager to
negotiate, enter into, and execute independent contractor agreements, including some at an
amount not to exceed $50,000, subject to all of the following provisions:
• 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, 2017. 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 Manager will be subject to monitoring through quarterly Letters
to the Commission (LTC), identifying any independent contractor agreement that does not
exceeds the $50,000 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, as part of the discussion, the Administration clarified that the purpose of this item was
not to replace current employees or eliminate positions and lay off employees to hire
independent contractors to perform the same functions. The independent contractors were to
be used to perform the functions of vacant, budgeted positions where former employees
separated from the City.
The City Commission approved the resolution at its December 9, 2009, meeting for the fiscal
year ending September 30, 2010; renewed it on September 20, 2010 for the fiscal year ending
September 30, 2011; on September 27, 2011 for the fiscal year ending on September 30,
2012; on September 27, 2012 for the fiscal year ending on September 30, 2013, and on
September 30, 2014, for the fiscal year ending September 30, 2015, and on September 30,
2015, for the fiscal year ending September 30, 2016. This matter is presented on an annual
basis as part of the budget process, as authorization expires at the end of each fiscal year.
This updated resolution is for FY 2016/17.
CONCLUSION
The City Commission has approved the resolution 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 agreement that
exceeds the $50,000 threshold. This updated resolution is for FY 2016/17.
Page 239 of 878
Legislative Tracking
Human Resources
ATTACHMENTS:
Description
D 1(;1-,
o
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