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Home My WebLink AboutR-93-0684.1J-93-759 10/21/93 RESOLUTION NO. 9 3- 684.1 A RESOLUTION, WITH ATTACHMENT, AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM AND SUBJECT TO THE APPROVAL OF THE INTERNATIONAL TRADE BOARD ("BOARD"), WITH FILOMENA CERVONE D'URSO, CONSULTANT, TO PERFORM THE SERVICES OF INTERNATIONAL TRADE SPECIALIST, FOR THE PERIOD OF OCTOBER 1, 1993 THROUGH SEPTEMBER 30, 1994, IN THE AMOUNT OF $36,000.00; ALLOCATING FUNDS THEREFOR FROM THE INTERNATIONAL TRADE BOARD BUDGET. WHEREAS, the City of Miami is committed to stimulating economic development through international trade promotion; and WHEREAS, the consultant possesses the requisite knowledge and skills to market Miami as a center of international trade and investment; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. The City Manager is hereby authorized to execute an agreement, in substantially the attached form and subject to the approval of the International Trade Board ATTACHMENT (S) CITY COMUSSION MEETING OF O C T 2 1 1933 Resolution No. 9 3 - UA, I - 1 ("Board"), with Filomena Cervone D'Urso, consultant, to perform the services of International Services Coordinator, for the j period October 1, 1993 through September 30, 1994, in the amount l of $36,000.00, with funds therefor hereby allocated from the International Trade Board budget. Section 3. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 21st day of October, 1993. ZXAVIER, . SUA Z, MAYOR AT S MAT Y HIRAI CITY CLERK PREPAR D AND PP ED BY: i H MBERTO HERNANDEZ ASSISTANT CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: A QU J S, III CITY ATTO i HH:csk:M3936 93- 684.1 -2- PROFESSIONAL SERVICES AGREEMENT This Agreement ent;red into this day of , 1 1993, by and between the CITY OF MIAMI, a municipal corporation of the State of Florida, hereinafter referred to as "CITY", and FILOMINA CERVONE D'URSO, an individual, hereinafter referred to as "CONSULTANT". R E C I T A L S WHEREAS, the City of Miami is committed to stimulating economic development through international trade promotion; and WHEREAS, the consultant possesses the requisite knowledge and skills to market Miami as a center of international trade and investment. NOW, THEREFORE, in consideration of the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties hereto understand and agree as follows: I. TERM The term of this Agreement shall be from October 1, 1993 through September 30, 1094. i II. SCOPE OF SERVICES Under the supervision of the International Trade Board Director, the consultant's responsibilities are as follows: -1- 93- 684.1 1) To establish contacts with European manufacturers, retailers, and distributors, and to work towards the establishment of their 2 usiness presence in Miami. 2) Develop and propose a marketing plan and program for European business development. 3) Research sources and establish contacts in Europe for i' marketing plan of Miami. III. COMPENSATION AND FEE SCHEDULE i The City shall pay the CONSULTANT, as maximum compensation for the services performed, a fee not to exceed $36,000.00. IV COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS Both parties shall comply with all applicable laws, ordinances and codes of federal, state and local governments. I V. GENERAL CONDITIONS A. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by persona service, or by registered mail addressed to the other party at tie address indicated herein or as the same may be changed from tide to time. Such notice shall be deemed i -2- 93- 684.1 given on the day on which personally served or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CITY OF MIAMI CONSULTANT, International Trade Board FILOMINA CERVONE D'URSO 300 Biscayne Blvd. Way c/o ITB Suite 1100 300 Biscayne Blvd. Way #1100 Miami, FL 33131 Miami, Florida 33131 (305) 350-7891 (305) 350-7891 I B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms oflthis Agreement shall rule. D. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. I E. Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise I unenforceable under thellaws of the State of Florida or the City of Miami, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with i such laws, then same shall be deemed severable, and in either event, the remaining terms and provisions•of this Agreement shall remain unmodified and in full force and effect., -3- 93- 684.1 VI. OWNERSHIP OF DOCUMENTS All documents deve+loped by CONSULTANT under this Agreement i shall be delivered to CIITY by said CONSULTANT upon completion of the services required ursuant to Section II hereof and shall become the property of CITY, without restriction or limitation on its use. CONSULTANT agrees that all documents maintained and generated pursuant to this contractual relationship between CITY and CONSULTANT shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statues. I It is further understood by and between the parties that any information, writings, maps, contract documents, reports or any other matter whatsoever which is given by CITY to CONSULTANT pursuant to this Agreement shall at all times remain the property of CITY and shall not be used by CONSULTANT for any other purpose whatsoever without the written consent of CITY. VII. NONDELEGABILITY That the obligations undertaken by CONSULTANT pursuant to this Agreement shall not be delegated or assigned to any other. person or firm unless CITY shall first consent in writing to the performance or assignme't of such service or any part thereof by another person or firm.! VIII. AUDIT RIGHTS CITY reserves the right to audit the records of CONSULTANT at any time during the performance of this Agreement and for a period of one year after final payment is made under this Agreement. -4- 93- 684.1 IX. AWARD OF AGREEMENT CONSULTANT warrants that it has not employed or retained any person employed by the CITY to solicit or secure this Agreement and that it has not of eyed to pay, paid, or agreed to pay any person employed by the CITY any fee, commission percentage, y� brokerage fee, or gift of any kind contingent upon or resulting I I from the award of this Agreement. X. CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to the laws of the State of Florida. XI. SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the parties herein their heirs, executors, legal representatives, successors, and assigns. XII. INDEMNIFICATION The CONSULTANT, shall indemnify and save the CITY harmless from and against any nd all claims, liabilities, losses, and y causes of action, which may arise out of the CONSULTANT's activities under this ;Agreement, including all other acts or omissions to act of the CONSULTANT, including any person acting for or on its behalf, and, from and against any orders, judgements or decrees which may be entered, and from and against all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claims, or in the investigation thereof. -5- 93- 684.1 XIII. CONFLICT OF INTEREST A. CONSULTANT covenants that no person under its employ who I presently exercises ny functions or responsibilities in connection with this Agreement has any personal financial interests, direct or indirect, in the work product of this Agreement. The CONSULTANT further covenants that, in the performance of this Agreement, no person having such conflicting interest shall be employed. Any such interests on the part of the CONSULTANT or its employees, must be disclosed in writing to the CITY. B. The CONSULTANT;is aware of the conflict of interest laws of the City of Miami (Lty of Miami Code Chapter 2, Article V), Dade County, Florida (Dade County Code Section 2-11.1) and the State of Florida, and agrees that it will fully comply in all respects with the terms of said laws. XIV. INDEPENDENT CONTRACTOR CONSULTANT and its employees and agents shall be deemed to be independent contractors, and not agents or employees of CITY, and shall not attain ny rights or benefits under the Civil Service or Pension O:dinances of the CITY, or any rights generally afforded classified or unclassified employees; further he/she shall not be deemed entitled to the Florida Worker's Compensation benefits as an employee of the CITY. XV. TERMINATION OF AGREEMENT, CITY retains the right to terminate this Agreement at any _6- 93- 684.1 time prior to the completion of the services required pursuant to Section II. hereof without penalty to the CITY. In the event, notice of termination f this Agreement shall be in writing to the CONSULTANT, who shall be paid for those services performed prior to the date of its receipt of the notice of termination. In no case, however, will the CITY pay the CONSULTANT an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between the CITY and the CONSULTANT that any payment made in accordance with this Section to CONSULTANT shall be made only if said CONSULTANT is not in default under the terms:of this Agreement. If the CONSULTANT is f in default, then the CI�Y shall in no way be obligated and shall not pay to the CONSULTANT any sum whatsoever. I XVI. NONDISCRIMINATION CONSULTANT agrees that it shall not discriminate as to race, sex, color, creed, or national origin, or handicap in connection with its performance under this Agreement. Furthermore that no otherwise qualified individual shall, solely by reason of h1s/her race, sex, color, creed, national origin, or handicap, be excluded from the participation in, be denied benefits of, or ;be subjected to discrimination under any program or activity receiving federal financial assistance. XVII. MINORITY PROCUREMENT COMPLIANCE CONSULTANT acknowledges that it has been furnished a copy of Ordinance No. 10538, the Minority/Business Affairs and -7- 93- 684.1 Procurement Program Ordinance of the City of Miami, and agrees to comply with all applicable substantive and procedural provisions therein, including any amendments thereto. XVIII. CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds, or authorization, reduction of funds, and/or change in regulations. XIX+. DEFAULT PROVISION In the event that !CONSULTANT shall fail to comply with each and every term and condition of this Agreement or fails to perform any of the terms and conditions contained herein, then CITY, at its sole option, upon written notice to CONSULTANT of such an alleged default and an opportunity to cure such an alleged default for a period of ten (10) days after the date of such notices was given (or, in the event such default cannot be ' cured within ten (10) days, then, if such cure is not commenced within such ten (10)� day period and diligently completed thereafter), may cancel and terminate this � A reement and all Agreement, payments, advances, or ;other compensation paid to CONSULTANT by CITY was in default of the provisions herein contained, shall be forthwith returned to CITY. XX. ENTIRE AGREEMENT This instrument and its attachments constitute the sole and only Agreement of the parties hereto relating to said services 93-- 684.1 and correctly set forth the rights, duties, and obligations of each to the other as,,of its date. Any prior agreements, promises, negotiations or representations not expressly set forth in this Agreement are of no force or effect., XXI. AMENDMENTS No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the respective officials thereunto duly authorized, this the day and year first above written. i ATTEST: MATTY HIRAI CITY CLERK i WITNESSES: APPROVED AS TO INSURANCE REQUIREMENTS: SUJAN S. CHHABRA, DIRECTOR RISK MANAGEMENT DEPARTM NT _g_ i CITY OF MIAMI, a Municipal Corporation of the State of Florida CESAR H. ODIO CITY MANAGER FILOMINA CERVONE D'URSO Individually APPROVED AS TO FORM AND CORRECTNESS: A QUINN JONES III CITY ATTORNEY 93` 68,4.1