PSA with RER Consulting Enterprise, LLC 0 18 -331
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
AND
RER CONSULTING ENTERPRISE, LLC,
FOR
COMMUNITY ENGAGEMENT AND CULTURAL SENSITIVITY TRAINING
This Professional Services Agreement ("Agreement") is entered into this 16 day of
October , 2018 ("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 RER CONSULTING ENTERPRISE, LLC, a State of Florida corporation, whose address
is 1335 NW 172 Terrace, Miami Gardens, Florida, 33169 ("Consultant") (collectively, the
"Parties").
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.
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 Consultant performed or undertaken
pursuant to the Agreement.
Fee: Amount paid to Consultant 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. 7524: and fax number(305) 673-7023.
SECTION 2
SCOPE OF SERVICES (SERVICES)
2.1 In consideration of the Fees to be paid to Consultant by the City, Consultant shall
provide the work and services described in Exhibit"A" attached hereto (the"Services").
2.2 Consultant's Services shall be completed in accordance with the timeline and/or
schedule referenced in Exhibit"A".
SECTION 3
TERM
The term of this Agreement ("Term") shall commence upon execution of this Agreement by
all Parties hereto, as set forth in the Effective Date on page 1 herein, and shall expire on
March 1, 2019.
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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 are set forth in the timeline and/or schedule referenced in Exhibit "A"
hereto.
SECTION 4
FEE AND INVOICING
4.1 FEE
In consideration of the Services to be provided, Consultant shall be compensated in the
amount of $225 for each attendee, in a total amount not to exceed $6,750, for providing a
pilot "Community Engagement and Cultural Sensitivity Training" session pursuant to this
Agreement, as more fully set forth in Exhibit"A".
4.2 INVOICING
Upon receipt of an acceptable and approved invoice, payment shall be made within thirty
(30) days for the Services satisfactorily rendered and referenced in the particular invoice.
Invoices shall include a detailed description of the Services provided, and shall be submitted
to the City at the following address:
Miami Beach Police Department
1100 Washington Avenue
Miami Beach, Florida 33139
Attn: Mauvett Rattigan, Budget Analyst
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 five (5) days to cure such default. If such default remains uncured after
five (5) days, the City may terminate this Agreement 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 rights 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 -
THE CITY MAY, 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 FIVE (5) 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, assignees, designees, appointees, or affiliates. 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 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 Consultant's indemnity agreement. The provisions of this Section shall
survive termination or expiration of this Agreement.
6.2 INSURANCE REQUIREMENTS
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
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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 of this Agreement, so that its liability for any such breach never exceeds the sum of
$10,000. Consultant hereby expresses its willingness to enter into this Agreement with
Consultant's recovery from the City for any damage action for breach of contract to be
limited to a maximum amount of$10,000.
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 $10,000 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.
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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
With respect to the performance of the Services 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
services.
In performance of the 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.
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 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 of Miami Beach
Chief of Police or his/her designee, which consent, if given at all, shall be in the City of
Miami Beach Chief of Police or his/her designee's sole judgment and discretion. Neither
this Agreement, nor any term or provision hereof, or right hereunder, shall be assignable
unless as approvedpursuant to this Section, and any attempt to make such assignment
(unless approved) shall be void.
10.3 NO DISCRIMINATION
In connection with the performance of the Services, the Consultant 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.
10.4 CONFLICT OF INTEREST
The 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, and as may be amended from time to time; and by the City of Miami Beach
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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 Consultant 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 Consultant further covenants that in the performance of
this Agreement, no person having any such interest shall knowingly be employed by the
Consultant. 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.
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: Ruban Roberts, Managing Member
1335 NW 172 Terrace
Miami Gardens, Florida 33169
Attn: Ruban Roberts
TO CITY: City of Miami Beach Police Department
1100 Washington Avenue
Miami Beach, Florida 33139
Attn: Daniel J. Oates, Chief of Police
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 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.
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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
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.
12.4 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.
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(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 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: RAFAELGRANADOAMIAMIBEACH FL.GOV
PHONE: 305-673-7411
12.5 COOPERATION AGREEMENT
Consultant and City shall promptly notify the other of any knowledge regarding any
occurrence which may result in a claim against either of them arising out of the Services
rendered by Consultant hereunder and shall cooperate with each other whenever any claim,
whether administrative, criminal or civil is filed against either of them with respect to services
rendered by Consultant under this Agreement. Contractor shall have full access to any
records necessary to defend himself against such an administrative, criminal or civil action
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subject to any applicable laws or exemptions from disclosure, including but without limitation,
Chapter 119 of the Florida Statutes. This provision shall remain in full force and effect during
the Term of this Agreement, and upon termination of this Agreement.
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: 4.
By: .......... .
R-fael E. Granado .111a. �4` . orales
City Clerk
INCORP ORATED
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FOR CONSULTANT: RER vif44. T E.�fr RPRISE, LLC
By: .111111WWMP% 11'I
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-_•'.Robe" •, Manai'ng Member
Ruban Roberts • 'PRO. D AS TO
Print Name FOR f•NGUAGE
• EXECUTION
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City Attorney
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EXHIBIT"A": SCOPE OF SERVICES
Community Engagement and Cultural Sensitivity Training
for the City of Miami Beach Police Department
a. Consultant shall develop and present its pilot program entitled"Community
Engagement and Cultural Sensitivity Training"for the City of Miami Beach
Police Department.
b. The"Community Engagement and Cultural Sensitivity Training"shall be an
interactive training of approximately two (2) hours in duration, with a focus on
providing attendees a better understanding of the dynamics of policing
individuals from diverse cultures and improving cultural sensitivity awareness.
c. Consultant shall present its"Community Engagement and Cultural Sensitivity
Training" on two (2)separate occasions with no more than fifteen (15) City of
Miami Beach Police Department employees attending each such training
session.
d. Consultant shall present both "Community Engagement and Cultural
Sensitivity Training"sessions at the City of Miami Beach Police Department at
dates and times to be mutually agreed upon by the Parties.
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