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HomeMy WebLinkAboutExhibit 2PROFESSIONAL SERVICES AGREEMENT This Agreement is entered into this day of , 2004 (but effective as of the date the City of Miami takes over Control and management of the Melreese Golf Course pursuant to the Settlement Agreement between the City of Miami and Bunkers of Miami, a Florida Joint Venture, et al) by and between the City of Miami, a municipal corporation of the State of Florida ("City") and Charlie Delucca, an individual ("Provider"). TF•'".rS: 1. TERM: This Agreement shall commence on the effective date hereof, and continue through and including December 31, 2007. 2. SCOPE OF SERVICE: A. Provider agrees to provide the Services as specifically described, and subject to the special terms and conditions set forth in Attachment "A" hereto, which by this reference is incorporated into and made a part of this Agreement. B. Provider represents and warrants to the City that: (i) it possesses all qualifications, licenses and expertise required for the performance of the Services; (ii) it 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 in Attachment "A". 3. COMPENSATION: The amount of compensation payable by the City to Provider shall be One Hundred Ten Thousand Dollars (SI 10,000.00) payable monthly in equal increments. 4. OWNERSHIP OF DOCUMENTS: Provider understands and agrees that any information, document, report or any other material whatsoever which is given by the City to Provider or which is otherwise obtained or prepared by Provider pursuant to or under the terms of this Agreement is and shall at all times remain the property of the City. Provider agrees not to use any such information, document, 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. 5. PUBLIC RECORDS: Provider 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. Provider's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. 6. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Provider understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. City and Provider agree to comply with and observe all applicable federal, state and local laws, rules, regulations, codes and ordinances, as the may be amended from time to time. 7. DEFAULT: If Provider fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then Provider shall be in default. Upon the occurrence of a default hereunder, which default is not cured permanently within ten (10) days after receipt of written notice thereof, the City, in addition to all remedies available to it by law, may immediately, upon written notice to Provider, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to Provider while Provider was in default shall be immediately returned to the City. If a default is cured but recurs at any time after cure, the Agreement may be terminated by written notice to the provider with no further cure available. Provider understands and agrees that termination of this Agreement under this section shall not release Provider from any obligation accruing prior to the effective date of termination. 8. RTISOLUTION OF CONTRACT DISPUTES: Provider understands E-td agrees that all disputes between Provider and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Provider being entitled to seek judicial relief in connection therewith. In the event that the . amount of compensation hereunder exceeds Four Thousand Five Hundred Dollars ($4,500.00), the City Manager's decision shall be approved or disapproved by the City Commission. Provider shaII not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by the City Commission if the amount of compensation hereunder exceeds Four Thousand Five Hundred Dollars ($4,500.00); or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation (ninety (90) days if City Manager's decision is subject to City Commission approval); or (iii) City has waived compliance with the procedure set forth in this section by written instruments, signed by the City Manager. 9. CITY'S TERMINATION RIGHTS: The City shall have the right to terminate this Agreement, upon the occurrence of an event of default hereunder, as provided for in paragraph 7 above. In such event, the City shall not be obligated to pay any amounts to Provider and Provider shall reimburse to the City all amounts received while Provider was in default under this Agreement. In the event City terminates this Agreement without cause, it shall be required to pay Provider the balance of all amounts that would be paid to Provider during the remaining term of this Agreement without any reduction or set-off of any kind. The parties acknowledge that this provision constitutes part of the consideration received by Provider in connection with the overall settlement of pending litigation. 10. ASSIGNMENT: This Agreement shall not be assigned in any way by Provider. 11. 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, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO PROVIDER: TO THE CITY: Charlie Delucca 1802 NW 37 Avenue Miami, Florida 33125 Alejandro Vilarello 444 SW 2" Avenue Suite 945 Miami, FL 33130-1910 12. MISCELLANEOUS PROVISIONS: 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. O. 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 property authorized representatives of the parties hereto. F. Provider shall be allowed t give private lessons and retain payments therefor providing that those lessons in no way interfere with any of Provider's responsibilities under this Agreement. Provider acknowledges, however, that this privilege to give private lessons is given as a courtesy and may never serve directly or indirectly as a basis for a claim for damages against the City of Miami. G. Provider also expressly acknowledges that the City of Miami may close or otherwise cease golf related operations at the course at any time prior to December 31, 2007, without breaching any obligation to Provider. In the event that Provider has not been terminated for cause but the City determines it no longer needs or desires the services of Provider, the City of Miami would continue to have an obligation to pay Provider the compensation set forth in paragraph 3 above. Provider would not be entitled to any damages against the City of Miami except for the compensation set forth in paragraph 3 above in the event of any breach of this Agreement by the City of Miami. 13. INDEPENDENT CONTRACTOR: Provider 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, Provider 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. Provider further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Provider. 14 ENTIRE AGREEMENT: This instrument and its attachments constitute the sole aril 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. 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. / " LK! 2!'''`-Tv,„ By: Priscilla A. Thompson, City C1ek ATTEST: APPROVED AS TOy 114 kND CORRECTNES.S� Alejandi-of1are11o, City attorney L City�tt�mey''' CITY 0 corpora IAMV, a m alap Joe Arriba City Manager CFiarlie D cca, an individual