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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 of the day of
, 2005, by and between the Department of Off -Street Parking, an agency and
instrumentality of the City of Miami (hereinafter referred to as the "DOSP"), and JOYCE
NELSON, (hereinafter referred to as "Executive Director"), whose address is 2535 Inagua
Avenue, Coconut Grove, Florida 33133.
WITNESSETH:
WHEREAS, DOSP from time to time retains individuals acting as independent
contractors on a contractual basis for a specific term to perform certain specialized defined tasks
for DOSP that require knowledge, skills and training not otherwise available to DOSP by
temporary or permanent members of the classified or unclassified service and which tasks, by
their nature, require independent and autonomous judgment.
WHEREAS, the DOSP and the Coconut Grove Business Improvement Committee
("B.I.C.") have conducted an interview and selection process for qualified candidates, have
deemed Executive Director the most qualified candidate in accordance with Section 2-1253, City
of Miami Code (hereinafter "City Code"), and desire to retain Executive Director to perform the
Services defined below and described herein, and said Executive Director agrees to perform the
Services defined below and described herein..
WHEREAS, pursuant to Sections 2-1251, 2-1253, and 35-221(a) of the Code, the City
Commission on May 12, 2005 adopted Resolution No. 05-00425 approving the B.I.C.'s
recommendation regarding the selection of Joyce Nelson as Executive Director and authorizing
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DOSP, on behalf of the B.I.C., to enter into an independent contractor 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. T.he 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 perfoim 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 Miami ("City") or DOSP employee, temporary or permanent, classified or
unclassified, by virtue of this Agreement.
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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 perfoi sued.
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 perfoi, led.
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.
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
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this Agreement has been fully executed by all parties and the completed Form W-9 has been
received by the DOSP
Section 5. Teiuiination. DOSP, 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 teiniinated, 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
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.
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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 tellllination 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.
Section 8. Indemnification. Executive Director shall indemnify, defend and hold
hail Jless 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
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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 during the time that Executive Director is performing the Services under this Agreement, it
shall be the responsibility of the Executive Director to secure her own insurance coverage(s), to
include medical, liability, professional, auto, and such other coverage(s) and in such amounts, as
applicable, as set forth by the City's Department of Risk Management in Attachment "B" hereto.
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
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discrimination in connection with Executive Director's perfoirnance 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 information, 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.
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.
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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 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 DOSP:
Arthur Noriega, Executive Director
Miami Parking Authority
190 N.E. 3rd Street
Miami, Florida 33132
With Copy To:
City Attorney
City of Miami
444 S.W. 2nd Avenue, Suite 945
Miami, Florida 33130
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Section 17. Contingency Clause. Funding for this Agreement is contingent upon the
availability of funds and continued authorization of B.I.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, 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
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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:
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
Attachment A — Scope of Services
Attachment B- Insurance Requirements
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Attachment A
Scope of Services
Executive Director Reports to: Executive Director of Department of Off -Street Parking ("DOSP")
Overall Responsibilities:
1. 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.1.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 infoiuiation 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.I.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 time 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.T.C. schedules
5. Monthly and other required written status reports
6. Agendas and minutes
7. B.I.C. 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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Attachment B
INSURANCE REQUIREMENTS:COCONUT GROVE BUSINESS IMPROVEMENT
COMMITTEE EXECUTIVE DIRECTOR AGREEMENT WITH JOYCE NELSON AS
CONSULTANT FOR DEPARTMENT OF OFF-STREET PARKING — Page 1 of 2
I. Commercial General Liability
A. Limits of Liability:
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Personal and Adv. Injury $ 1,000,000
Products/Completed Operations $ 1,000,000
B. Endorsements Required:
City of Miami/DOSP/BIC included as an Additional Insureds
Contractual Liability
Independent Contractors Coverage
Waiver of Subrogation
II. Business Automobile Liability
A. Limits of Liability:
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 300,000
B. Endorsements Required:
City of Miami/DOSP/BIC included as an Additional Insureds
111 Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
IV. Employer's Liability
A. Limits of Liability
$100,000 for bodily injury caused by an accident, each accident
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
* Note: Workers' Compensation: In the event that insured is not a corporation but an individual
and does not have any employees, an affidavit to that extend will suffice.
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Page 2 of 2— Insurance Requirements:
Coconut Grove Business Improvement Committee
Executive Director Agreement with Joyce Nelson as Consultant to
Department of Off -Street Parking
V Professional Liability/Errors and Omissions Coverage $1,000,000.
The above policies shall provide the City of Miami, Department of Risk Management &
DOSP with written notice of cancellation or material change from the insurer not less than
(30) days prior to any such cancellation or material change.
Companies authorized to do business in the State of Florida, with the following qualifications,
shall issue all insurance policies required above:
The company must be rated no less than "A" as to management, and no less than "Class V"
as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M.
Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of
insurance are subject to review and verification by Risk Management prior to insurance
approval.
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