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HomeMy WebLinkAboutExhibitSPECIAL MASTER AGREEMENT This Agreement is entered into this day of , 2009 by and between the City of Miami, a municipal corporation of the State of Florida ("City") and V ("Special Master") RECITALS: The City is in need of a Special Master to preside over Code Enforcement hearings and proceedings in accordance with Chapter 2, Article X Code Enforcement of the City Code ("Services"). B. Special Master possesses all necessary licenses, qualifications and expertise to perform the Services. C. The City wishes to engage the services of Special Master, and Special Master wishes to perform the services for the City. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Special Master and the City agree as follows: TERMS: 1. RECITALS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. TERM: The term of this Agreement shall be for one (1) year, commencing on the effective date hereof. 3. OPTION TO EXTEND: The City shall have the option to extend the term hereof for two (2) additional one-year periods, subject to availability and appropriation of funds. r\c s -if 0 //JJ /73y' 4. SCOPE OF SERVICE: A. Special Master agrees to serve as a Special Master for Code Enforcement and other similar hearings and proceedings in accordance with the City Code. B. Special Master represents and warrants to the City that: (i) she possesses all qualifications, licenses and expertise required for the performance of the Services; (ii) she is not delinquent in the payment of any sums due the City, including payment of permit fees, occupational licenses, etc., nor in the performance of any obligations to the City; (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each; and (iv) the Services will be performed in the manner described herein. 5. COMPENSATION: A. The amount of compensation payable by the City to Special Master shall be $100.00 per hour; provided, however, that in no event shall the amount of compensation exceed $5,000.00 per year. B. Payment shall be made within thirty (30) days after receipt of Special Master's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should City require one to be performed. Special Master is not entitled to travel expenses. 6. OWNERSHIP OF DOCUMENTS: Special Master understands and agrees that any information, document, report or any other material whatsoever which is given by the City to Special Master or which is otherwise obtained or prepared by Special Master pursuant to or under the terms of this Agreement is and shall at all times remain the property of the City. Special Master agrees not to use any such information, document, COM: Special Master Agreement 2009 2 report or material for any other purpose whatsoever without the written consent of City, which may be withheld or conditioned by the City in its sole discretion. 7. AUDIT AND INSPECTION RIGHTS: The City may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the City to Special Master under this Agreement, audit, or cause to be audited, those books and records of Special Master which are related to Special Master's performance under this Agreement. Special Master agrees to maintain all such books and records at her principal place of business for a period of three (3) years after final payment is made under this Agreement. 8. AWARD OF AGREEMENT: Special Master represents and warrants to the City that she has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that she has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 9. PUBLIC RECORDS: Special Master understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. Special Master's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. 10. COMPLIANCE WITH FEDERAL STATE AND LOCAL LAWS: Special Master understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, COM: Special Master Agreement 2009 3 conflict of interest, record keeping, etc. Special Master agrees to comply with and observe all applicable federal, state and local laws, rules, regulations, codes and ordinances, as they may be amended from time to time. 11. INDEMNIFICATION: Special Master shall indemnify, defend and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnities") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the performance or non-performance of the services contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of Special Master or her employees, agents or subcontractors (collectively referred to as "Special Master"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default or negligence (whether active or passive) of the Indemnities, or any of them or (ii) the failure of the Special Master to comply with any of the paragraphs herein or the failure of the Special Master to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement. This indemnification shall survive the term of this agreement. The provisions of this section shall be construed to conform to the limits of 768.28 F.S. 12. DEFAULT: If Special Master fails to comply with any term or condition of this Agreement, or fails to perform any of her obligations hereunder, then Special Master COM: Special Master Agreement 2009 4 shall be in default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to Special Master, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to Special Master while Special Master was in default shall be immediately returned to the City. Special Master understands and agrees that termination of this Agreement under this section shall not release Special Master from any obligation accruing prior to the effective date of termination. Should Special Master be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Special Master shall be liable to the City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. 13. RESOLUTION OF CONTRACT DISPUTES: Special Master understands and agrees that all disputes between Special Master and the City based upon alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Special Master being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds $25,000, the City Manager's decision shall be approved or disapproved by the City Commission. Special Master shall not be entitled to seek judicial relief unless: (i) she has first received the City Manager's written decision, approved by the City Commission if the amount of compensation hereunder exceeds $25,000; or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed COM: Special Master Agreement 2009 5 statement of the dispute, accompanied by all supporting documentation (90 days if the City Manager's decision is subject to City Commission approval); or (iii) the City has waived compliance with the procedure set forth in this section by written instruments, signed by the City Manager. 14. CITY'S TERMINATION RIGHTS: A. The City shall have the right to terminate this Agreement, by giving Special Master at least five (5) business days prior written notice, upon discontinuance or termination of the Program, unavailability of funds under the Grant, or if the City determines, in its sole discretion, that continuation of the Program or of Special Master's services are no longer in the best interest of the City. In such event, the City shall pay to Special Master compensation for services rendered and expenses incurred prior to the effective date of termination. In no event shall the City be liable to Special Master for any additional compensation, other than that provided herein, or for any consequential or incidental damages. B. The City shall have the right to terminate this Agreement, without notice or liability to Special Master, upon the occurrence of an event of default under the Grant or under this Agreement. In such event, the City shall not be obligated to pay any amounts to Special Master and Special Master shall reimburse to the City all amounts received while Special Master was in default under this Agreement. 15. CONFLICT OF INTEREST: A. Special Master is aware of the conflict of interest laws of the City of Miami (Miami City Code Chapter 2, Article V); Miami -Dade County, Florida (Miami -Dade County Code, Section 2-11.1 et. seg.); and of the State of Florida, as set forth in the COM: Special Master Agreement 2009 6 Florida Statutes, and agrees that she will fully comply in all respects with the terms of said laws and any future amendments thereto. B. Special Master covenants that no person or entity under her employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with the City. Special Master further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to services provided hereunder. Any such conflict of interest(s) on the part of Special Master, her employees or associated persons, or entities must be disclosed in, writing to the City. 16. NONDISCRIMINATION: Special Master represents and warrants to the City that Special Master does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Special Master's performance under this Agreement on account of race, color, sex, religion, age, disability, marital status or national origin. 17. ASSIGNMENT: This Agreement shall not be assigned by Special Master, in whole or in part, without the prior written consent of the City, which may be withheld or conditioned, in the City's sole discretion. 18. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, COM: Special Master Agreement 2009 7 if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. COM: Special Master Agreement 2009 8 TO SPECIAL MASTER: (Name) (Address) (Suite/Floor) (City, State, ZIP) 19. MISCELLANEOUS PROVISIONS: TO THE CITY: Department of Hearing Boards 444 SW 2nd Avenue 7th Floor Miami, FL 33130-1910 A. This Agreement shall be construed and enforced according to the laws of the State of Florida. B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. 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. D. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, 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 or limitation of its use. E. This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. COM: Special Master Agreement 2009 9 20. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 21. INDEPENDENT CONTRACTOR: Special Master has been procured and is being engaged to provide services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, Special Master shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Special Master further understands that Florida Workers' Compensation} benefits available to employees of the City are not available to Special Master, and agrees to provide workers' compensation insurance for any employee or agent of Special Master rendering services to the City under this Agreement. 22. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice. 23. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and only agreement of the parties relating to the subject matter hereof 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. 24. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. COM: Special Master Agreement 2009 10 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: Priscilla A. Thompson, City Clerk WITNESSES: Print Name: 11 Print Name: APPROVED AS TO FORM AND CORRECTNESS: Julie O. Bru City Attorney "City„ CITY OF MIAMI, a Municipal Corporation Pedro G. Hernandez, City Manager "Special Master" APPROVED AS TO INSURANCE REQUIREMENTS: Leeann Brehm Risk Management COM: Special Master Agreement 2009 11