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HomeMy WebLinkAboutpre psaPROFESSIONAL SERVICES AGREEMENT This Agreement entered in this day of -__f Of 1994; , by and between the City of Miami, a municipal corporation of the State of Florida, hereinafter referred to as "CITY, and Dr. Sheldon Zedeck hereinafter referred to as "PROVIDER." RECITAL: WHEREAS, the CITY is desirous of entering into an agreement with the PROVIDER for the purpose of securing a 'firm to provide consulting services for examination development, administration and validity; and WHEREAS, funding is available in the operating budget of the Department of Human Resources, 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. TERN The term of this Agreement shall be from, the 23rd day of Aliquot , 1996 through August 22 , 1998. The City shall have the option to renew this agreement for two additional terms of •one year each under the same terms and conditions as set forth herein. II. SCOPE OF SERVICES PROVIDER will: A. Train City staff in job analysis, test construction, test validation, performance assessment and implementation of test programs with respect to Uniform Guidelines and other provisions. B. Work with City staff on job analyses for actual positions, participate in sessions needed to generate task statements for job analysis questionnaire, edit statements, analyze data and prepare reports. C. Work with City staff in the development of test exercises. D. Monitor, review and sign off on the work of City staff at all paints of test development and validation stages. E. Oversee exam activities contracted to outside consultants, with sign off responsibilities for criteria for consultant selection; exam design; final products, including candidate preparation manuals; exam instructions; exam content; exam scoring plans; performance criteria (in a criterion -related validation study); assessor training; validation strategy; review of results; final report and other related elements as identified by the City. P. Work with "interested party" experts (plaintiffs and Department of Justice experts) in the• development and validation of tests. G. Serve as an expert witness on the City's behalf in response to complaints, grievances or challenges in state, federal or circuit court, or other forums. III. COMPENSATION A. CITY and PROVIDE& estimate that the amount of compensation for the services described in Paragraph II hereof together with all costs associated herewith as described in paragraph III(B)(2) shall not exceed $80,000 per year. B. Such compensation shall be paid monthly for work performed the previous month upon submission of properly certified invoices. ' 1. Payment for services 'rendered by Dr. Zedeck will be billed at a rate of $225.00 per hour. 2. All travel, per diem and other costs associated with these services shall be paid from the funds appropriated for this contract. C. CITY shall have the right to review and audit the time records and related records of PROVIDER pertaining to any payments by the CITY. 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. 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 personal service, or by registered mail addressed to,the other'party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed 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 Angela R. Bellamy Assistant City Manager City of Miami P.O. Box 330708 Miami, FL 33233-0708 PROVIDER Dr. Sheldon Zedeck Vice -President CORE Corporation Pleasant Hill Executive Park 391 Taylor Blvd., Suite 110 Pleasant Hill, CA 94523-2275 B. Title and paragraph headings are for convenience 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 in this 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. 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 unenforceable and the laws 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—s-uch Laws, or if not modifiable to conform with such lays, 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. VI. OWNERSHIP OF DOCUMENTS All documents developed by PROVIDER under this Agreement shall be delivered to CITY by said PROVIDER upon completion of the services required pursuant to Paragraph II hereof and shall become the property of CITY, without restriction or limitation on its use. PROVIDER agrees that all documents maintained and generated pursuant to this contractual relationship between CITY to PROVIDER pursuant to this Agreement shall at all times remain the' property .of CITY and shall not be used by PROVIDER for any other purposes whatsoever without this written consent of CITY. VII. NONDELEGABILITY. The obligations of PROVIDER 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 assignment of such service or any part thereof by another person or firm. VIII. AUDIT RIGHTS CITY reserves the right to audit the records of PROVIDER pertaining to the work and payments related to this project at any time during the performance of this Agreement and for a period of three years after final payment is made under this Agreement. IX. AWARD OF AGREEMENT PROVIDER 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 offered to pay, paid, or agreed to pay any person employed by the CITY any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. Y. 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 PROVIDER shall indemnify and save CITY harmless from and against any and all claims, liabilities, losses, and causes of action which may arise out of PROVIDER'S activities under this Agreement, including all other acts or omissions to act on the part of PROVIDER, including any person acting for or on its behalf, and, from and against any orders, judgments, or decrees which may be entered and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defepse of any such claims, or in the investigation thereof. XIII. CONFLICT OF'INTEREST A. PROVIDER covenants that no person under its employ who • presently exercises any functions or responsibilities in connection with this Agreement has any personal financial interests, direct or indirect, With CITY. PROVIDER 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 PROVIDER or its employee, must be disclosed in writing to CYTY. B. PROVIDER is aware of the conflict of interest laws of the City of Miami (City 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 shall fully comply in all respects with the terms of said laws. XIV. INDEPENDENT CONTRACTOR PROVIDES and its employees and agents shall be deemed to be independent contractors, •and not agents or employees of CITY, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of CITY, or any rights generally afforded classified or unclassified employees, further he/she shall not be deemed entitled to.the Florida Workers' Compensation benefits as an employee of CITY. XV. TERMINATION OF CONTRACT CITY retains the right to terminate this Agreement at any time prior to the completion of the services required pursuant to Paragraph II hereof without penalty to CITY. In that event, notice of termination of this Agreement shall be in writing to PROVIDER, 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 CITY pay PROVIDER an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between CITY and PROVIDER that any payment made in accordance with this Section to PROVIDER shall be made only if said PROVIDES is not in default under the 4 terms of this Agreement. If PROVIDER is in default, then CITY shall in no way be obligated and shall not pay to PROVIDER any sum whatsoever. IVI. NONDISCRIMINATION PROVIDER agrees that it shall not discriminate as to race, sex, color, religion, age, national origin, handicap, or marital status in connection with its performance under this Agreement. Furthermore, that no otherwise qualified individual shall, solely by reason of his/her race, sex, color, religion, age, • national origin, handicap, or marital status 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 PROVIDER acknowledges that it has been furnished a copy of Ordinance No. 10062, as. amended, the Minority Procurement Ordinance of the•City of Miami, and agrees to comply with all applicable substantive 'and procedural provisions therein, including any amendments thereto. ZVIII. 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. ZIZ. DEFAULT PROVISION In the event that PROVIDER shalt fail to comply with each and. every term and condition of this Agreement or fails to l perform any of the terms and conditions contained herein, then CITY, in addition to all other remedies available by law, as its sole option and upon written notice to PROVIDER may cancel and terminate this Agreement, and all payments, advances, or other compensation paid to PROVIDER by CITY while PROVIDER was in default of the provisions herein contained shall be forthwith returned to CITY. IX. ENTIRE AGREEMENT' This ins.trumeat and its attachments constitute the sole and only Agreement of the parties .hereto relating to'said grant and correctly sets 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 HEREOF, the parties hereof have caused this instrument to be executed by the respective officials thereunto duly authorized, this the day and year first above written. ATTEST: ATTEST: I\' Corporatioln Secretary APPROVED AS TO INSURANCE REQUIREMENTS: Insu'i' ace Manager CITY OF MIAMI, a municipal Corporation of he State of Florida: By: CESAR H. ODIO City Manager PROVIDER: By: Df . Sheld(fn Zedeck (Title) U+cs- �rer•l�a..� • (Seal) .. APPROVED AS TO FORM AND CORRECTNESS: 1 JON C iT Attorney 41/4 •