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COCONUT GROVE BUSINESS IMPROVEMENT COMMITTEE
EXECUTIVE DIRECTOR AGREEMENT
BETWEEN
DEPARTMENT OF OFF-STREET PARKING
AND
JOYCE NELSON
THIS AGREEMENT ("Agreement") is made and entered into as the day of
, 2005, by and bets .en the Department of Off -Street Perking, an agency and.
instrumentality of the City of Miami (hereinafter referred to a `the "DOSP"), and JOYCE
NELSON, (hereinafter referred to as "Executive Director" whose address is 2535 Inagua
Avenue, Coconut Grove, Florida 33133.
WITNES S
WHEREAS, DOSP from time to tide retains dividuals acting as independent
contractors on a contractual basis for a scific term to perforn certain specialized defined
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tasks for DOSP that require knowled, skills and training not otherwise available to DOSP
by temporary or permanent memb s of the classified or unclassified se'iNice and which tasks,
by their nature, require indepe/dent and autonomous judgment.
WHEREAS, the DOSP and the Coconut Grove Business Improvement Committee
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("BJ.C.") have condu ed an inter view and selection process for qualified can.didat s, have
deemed Executive #kirector the most qualified candidate in accordance with Section 2-153,
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City of Miami ,Code (hereinafter "City Code"), and desire to retain Executive Director to\`�.
perform the$ervices defined below and described herein, and said Executive Director agrees
to perfothe Services defined below and described herein..
/ WHEREAS, pursuant to Sections 2-1251, 2-1253, and 35-221(a) of the Code, the
Commission on May _, 2005 adopted Resolution No. 05- approving the
B.I.C.'s recommendation regarding the selection of Joyce Nelson as Executive Director and
authorizing DOSP, on behalf of the 13.I.C., to enter into an independent contractor agreement
with Executive Director and to waive the insurance requirements of an agreement with
Executive Director.
NOW, THEREFORE, pursuant to Sections 2-1251, 2-1253, and 35-221(a) of the
City Code, in consideration of the mutual obligations expressed herein, and other good and
valuable consideration, the receipt and sufficiency of which are acknowledged by the parties,
the DOSP and Executive Director hereby agree as follows:
Section 1. Recitals. The foregoing recitals are true and correct and herby
incorporated into and made a part of this Agreement.
Section 2. Scope of Services. The DOSP shall retain Executive Director as an
independent contractor and assign her to the B.I.C. where she shall perform the Scope of
Services required by Section 2-1253 of the Code ("Services") outlined in Attachment A
hereto, which Attachment A and Code requirements are incorporated by reference and made
a part of this Agreement, and such other related tasks as may from time to time be assigned.
Section 3. Remuneration; Audit and Inspection.
A. The Executive Director shall receive $35.00 per hour based on an average of
eight (8) hours per day, which is payable on a per diem basis; however, in no
event shall the remuneration and any approved travel and business expenses
together, as set forth below and in Attachment A hereto, exceed $79,000 per
year. Executive Director shall not be entitled to any employment emoluments and
as such, Executive Director shall be required to complete Form W-9 at the time of
the execution of this Agreement. Further, Executive Director expressly
acknowledges that he/she shall not acquire status, benefits or rights as a City of
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Miami ("City") or DOSP employee, temporary or permanent, classified or
unclassified, by virtue of this Agreement.
B. Unless otherwise specifically provided in Attachment A hereto, pursuant to the
Florida Prompt Payment Act payment shall be made within forty-five (45) days
after receipt of Executive Director's invoice, which shall be accompanied by
sufficient supporting documentation and contain sufficient detail, to allow proper
audit of expenditures, should the City or DOSP require one to be performed.
C. If the Executive Director is entitled to reimbursement for specifically delineated
travel and business expenses, and after approval by the DOSP, (as set forth in
Attachment A for any particular Scope of Work or Deliverable), then all bills for
travel and business expenses shall be submitted in accordance with Section
112.061, Florida Statutes, and shall be accompanied by sufficient supporting
documentation and contain sufficient details, as may be reasonably required by
the DOSP, to allow proper audit of Executive Director's travel and business
expenses, should the City or the DOSP require an audit to be performed.
D. DOSP or the City may, at reasonable times, and for a period of up to three (3)
years following the date of final payment by DOSP to Executive Director under
this Agreement, audit, cause to be audited, inspect or cause to be inspected, those
books and records of Executive Director which are related to Executive Director's
performance under this Agreement. Executive Director agrees to maintain such
books and records at a location within the City for a period of three (3) years after
final payment is made under this Agreement.
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Section 4, Term. Executive Director shall commence performance of assigned
tasks, for one (1) year, on 2005 and terminate these Services on
2006,. Executive Director shall not commence performance of the
Services until such time as this Agreement has been fully executed by all parties and the
completed Form W-9 has been received by the DOSP
Section 5. Termination. DQSP, in its sole discretion, may terminate this
Agreement at any time, Executive Director may terminate this Agreement at any time upon
thirty (30) days' written notice.
Section 6. Liquidated Damages Executive Director understands and agrees that
DOSP may in its sole discretion declare this Agreement terminated, void and it shall have no
further force and effect as of that date of termination Executive Director understands and
agrees that Executive Director shall have no recourse whatsoever, at law or equity, (other
than retention of the Liquidated Damages Amount set forth below), against DOSP, the B.I.C,
or the City as a result of any matter arising out of this Agreement at any time. DOSP and
Executive Director understand and agree that in the event that DOSP terminates this
Agreement early before the expiration date hereof, Executive Director's sole and exclusive
remedy and as agreed and liquidated damages will be the amount of Six Thousand Dollars
and No/Cents ($6,000) (the "Liquidated Damages Amount") to be paid by DOSP to
Executive Director after (a) receipt by DOSP of a written release from Executive Director,
and (b) determination by the City Attorney that such release is satisfactory. Upon
determination that the release from Executive Director is satisfactory and payment to
Executive Director by DOSP of the Liquidated Damages Amount, the parties shall have no
further responsibilities as to this Agreement. DOSP
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and Executive Director acknowledge and agree that actual damages are difficult or
impossible to ascertain and that the Liquidated Damages Amount is a fair and reasonable
estimation of the damages of Executive Director.
Section 7. Relationship Between Parties. The DOSP shall provide, at no cost to
the Executive Director, a space (office or cubicle) with proper amenities, for the Executive
Director's needs to perform her responsibilities. Executive Director has been procured and is
being engaged to provide the Services to DOSP and the B.I.C. as an independent contractor
and, under the terms and conditions of this Agreement, is an independent contractor and not a.
DOSP or a City employee. However, all work products developed by the Executive Director
in performing the tasks provided for as Services under this Agreement are and shall remain.
the property of the DOSP and the City. Executive Director shall work with DOSP and the
B.I.C. to develop and to undertake the hourly schedule necessary to provide the Services as
needed. Executive Director acknowledges that her working with DOSP and the B.I.C.
regarding the necessary scheduling for the Services does not alter her status as an
independent contractor. Executive Director further acknowledges that access to and use of
DOSP or City property does not alter her status as an independent contractor. In the event of
termination of this Agreement, Executive Director shall not have recourse to any DOSP or
City of Miami Grievance or Disciplinary Procedures nor to any rights or benefits under the
Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified
or unclassified employees. Executive Director further acknowledges that her agreement tothe
Liquidated Damages Amount and to Section 6 hereof does not alter her status as an
independent contractor.
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Section S. Indemnification. Executive Director shall indemnify, defend and hold
harmless the DOSP, the City, the B.I.C., and their respective officials, board members,
employees and agents (collectively referred to as "Indemnitees") 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 Executive
Director, 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 Indemnitees, or any of them or (ii) the failure of the provider to comply
with any of the paragraphs herein or the failure of the Executive Director 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. Executive Director
expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from and
against all liabilities which may be asserted by Executive Director, as provided above, for
which the Executive Director's liability would otherwise be limited to payment under State
of Florida Workers' Compensation or similar laws. Executive Director further understands
that Florida Workers' Compensation benefits available to employees of the DOSP or of the
City are not available to Executive Director under this Agreement.
Section 9. Insurance. The Executive Director fully understands and hereby agrees
that it shall be the responsibility of the Executive Director to secure her oven insurance
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coverage(s), to include medical, liability and auto, as applicable insurance(s) will not be paid
by the DOSP or the City on behalf of the Executive Director while performing the Services
cited herein.
Section 10. Nondiscrimination. Executive Director represents and warrants to the
DOSP that she does not and will not engage in discriminatory practices and that there shall
be no discrimination in connection with Executive Director's performance under this
Agreement on account of race, color, sex, religion, age, handicap, marital status or national
origin. Executive Director further covenants that no otherwise qualified individual shall,
solely by reason of his/her race, color, sex, religion, age, handicap, marital status, or national
origin, be excluded from participation in, be denied services, or be subject to discrimination
under any provision of this Agreement.
Section 11. Non -Assignment: Successors and Assigns. Executive Director shall
not assign, in whole or in part, this Agreement without the DOSP's prior written consent.
This Agreement shall be binding upon the parties hereto, their heirs, executors, legal
representatives, successors or assigns,
Section 12. Ownership of Documents. Executive Director understands and agrees
that any infoiniation, document, report, plans, budget, or any other material whatsoever
which is given by DOSP, the B.I.C., or the City pursuant to or under the terms of this
Agreement is and shall at all times remain the property of DOSP, the B.I.C. and the City, as
the case may be. Executive Director agrees not to use any such information, document,
report, plans, budget or other materials without the written consent of DOSP, the B.I.C., or
the City, as the case may be, which consent may be withheld or conditioned by the owner
thereof.
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Section 13. Public Records Executive Director understands that the public shall
have access, at all reasonable times, to all documents and information pertaining to the
B.I.C., subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access
by the B.I.C., DOSP, and the public to all documents subject to disclosure under applicable
law. Executive Director's failure or refusal to comply with the provisions of this section shall
result in immediate termination of this Agreement by DOSP.
Section 14. Award of Agreement. Executive Director represents and warrants to
DOSP and to the City that she has not employed or retained any person or company
employed by DOSP or 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, finders fee, or gift of any kind contingent upon or in connection with, the award of this
Agreement.
Section 15. Compliance with Federal, State, and Local Laws. Executive Director
understands that agreements between private entities and local governments are subject to
certain laws and regulations, including laws pertaining to open public meetings, public
records, conflicts of interest, procurement procedures, record keeping, etc. DOSP and
Executive Director agree to comply with and to observe all applicable laws, codes and
ordinances as they may be amended from time to time.
Section 16. 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 herein
provided. Notice shall be deemed given on the day on which personally delivered; or if by
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U.S. Mail, on the fifth day after being posted or the date of actual receipt, whichever is
earlier,
To Executive Director:
Joyce Nelson
2535 Inagua Avenue
Coconut Grove, Florida 33133
To DDSP•
Arthur Noriega, Executive Director
Miami Parking Authority
190 N.E. 3'd Street
Miami, Florida 33132
With Copy To:
City Attorney
City of Miami
444 S.W. 2nd Avenue, Suite 945
Miami, Florida 33130
Section 17, Contingency Clause. Funding for this Agreement is contingent upon
the availability of funds and continued authorization of B.1.C. activities and the Agreement is
subject to (a) amendment due to lack of funds, reduction of funds, and/or change in
regulations or the Code, upon thirty (30) days written notice, or (b) termination pursuant to
Section 5 hereof.
Section 18. Miscellaneous.
A. This Agreement shall be construed and enforced according to the laws of the
State of Florida. The parties hereto agree that venue for all federal, state and
local matters, if any, arising under this Agreement shall be in the applicable
respective federal, state, and/or local courts located in Miami -Dade County,
Florida.
B. Title and paragraph headings are for convenient reference and are not a part of
this Agreement.
C. Should any provision, paragraph, sentence, word, or phrase contained in this
Agreement be determined by a court of competent jurisdiction to be invalid,
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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 not modifiable, then the 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.
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. This Agreement constitutes the sole and entire agreement between the parties
hereto relating to the subject matter hereof 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 in this
Agreement, including the Attachments hereto, are of no force and effect. No
modification to, supplement of, deletion from, amendment or addition to this
Agreement shall be valid unless in writing and executed by the properly
authorized representatives of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
EXECUTIVE DIRECTOR
Signature of Witness Signature
Print Name: Print Name: Joyce Nelson
Signature of Witness
Print Name:
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ATTEST: DEPARTMENT OF OFF STREET
PARKING ("DOSP")
Priscilla A. Thompson Arthur Noriega
City Clerk Executive Director
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
Jorge L. Fernandez Dania Carrillo
City Attorney Risk Management Administrator
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Attachment A
Scope of Services
Executive Director Reports to: Executive Director of Department of Off Street Parking
("DOSP")
Overall Responsibilities:
I. The Executive Director for the Coconut Grove Business Improvement B.I.C. ("B.I.C,")
is charged to work directly with the businesses and property owners in Coconut Grove, within
the boundaries of the B.I.C. in order to maximize the overall "curb appeal" of the Grove.
Responsible to explore, implement, organize, develop and direct a marketing plan and the
infrastructure improvements plan.
II, The Executive Director is to provide general supervision of and responsibility for the
preparation of plans and the performance of the functions of the B.I.C. set forth in Section 2-
1251 of the Code:
A. Assisting the B.I.C. to serve as an instrument of advice and to make recommendations
to the City Commission regarding, but not limited to:
1. coordination, funding and implementation of all marketing, infrastructure
improvements, maintenance and other projects.
2. advice and recommendations of appropriate expenditures from the Coconut
Grove Business District Improvement Trust Fund.
3. advice and recommendations of appropriate expenditures of the parking
surcharge infrastructure funds,
B. Assisting the B.I.C. with reviewing of special events applications in the Coconut
Grove Special Events District in order for the B.I.C. to approve or reject such
applications as set forth in Section 54-341 of the Code,
C. Attending all meetings of the B.I.C. and rendering to the B.I.C. a monthly report
covering the activities and financial condition of the B.I.C.
D. Furnishing the B.I.C. with such information or reports governing the operation of the
B.I.C. as may from time to time be required.
E. Assisting the B.I.C. with appropriate legislation packages related to its
recommendations to the City Commission.
Essential Duties and Responsibilities:
Implement the recommendations of the B.I.C.
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Provide management, leadership and initiative; develop, review and transmit information to
inform the B.I.C. members of the conditions within Coconut Grove.
Evaluate issues and options regarding Coconut Grove and make recommendations to the B.I.C..
Undertake written and verbal communications with the people, businesses, associations, DOSP,
the City, and other entities concerning the Grove..
Perform market research and analysis.
Develop and maintain budget.
Provide verbal and written reports and briefings to the B.I.C. members and to DOSP.
Assist with developing and fostering harmony among the businesses within Coconut Grove.
Develop an open line of communication with associations within Coconut Grove and seek to
improve and unite all businesses and organizations in Coconut Grove.
Assure that adequate records are kept in accordance with State Statute, in order to provide
verbal and written reports and briefings to the B.I.C. members and to DOSP.
Use independent judgment to determine project guidelines, purpose, follow through and
completion.
Possess excellent written and oral communication skills.
Maintain service as required by the B.I.C, and DOSP, with a flexible working schedule.
Coordinate and assist with scheduling meetings of the B.I.C. and any meetings necessary for
B.I.C. projects; prepare meeting agendas and minutes, as needed
Develop & Maintain a Project Matrix detailing all the necessary tasks to ensure project
completion and status of progress to date; updated copies of the work schedule are to be
provided to the B.I.C. and DOSP on a monthly basis.
Attend and represent the B.I.C. at the following:
a. All City Commission meetings where B.I.C. recommendations are being
considered
b. All meetings with City Departments where coordination and approvals for
B.T.C. projects are required
c. The following community meetings in Coconut Grove: Coconut Grove
Village Council, Coconut Grove Chamber of Commerce, Coconut Grove
Merchant's Association, and any other community organizations designated
by the B.I.C. from tirne to time.
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Deliverables
The Executive Director will use the Microsoft Office Suite and Microsoft Project
Professional (2002 or later file formats) for all deliverables. Examples of deliverables
expected for these projects are:
1. Project Matrix/ Project Plans
2. Budgets
3. Communications, Marketing, and Special Events Plans
4. Project professional schedules and B.I.C. schedules
5. Monthly and other required written status reports
6. Agendas and minutes
7. B.LC. legislative packages for City Commission approvals.
Terms:
$35.00 per hour payable on a per diem basis.
Total annual contract of per hourly pay plus approved travel and business expenses
shall not exceed $79,000.
Beginning 2005 and ending , 2006.
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