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HomeMy WebLinkAboutExhibitPROFESSIONAL SERVICES AGREEMENT By and Between The City of Miami, Florida and THE FLORIDA INTERNATIONAL UNIVERSITY BOARD OF TRUSTEES on behalf of FLORIDA INTERNATIONAL UNIVERSITY'S COLLEGE OF COMMUNICATION, ARCHITECTURE + THE ARTS ("FIU-CARTA" or "FIU") This Professional Services Agreement ("Agreement") is entered into this day of 2018, by and between the City of Miami, a municipal corporation of the State of Florida, whose address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130 ('City"), and, The Florida International University Board of Trustees on Behalf of Florida International University's College of Communication, Architecture + The Arts ("FIU-CARTA" or "FIU") whose principal address is 11200 SW 8d' Street, PCA 274, Miami, Fl, hereinafter referred to as the ("Contractor"), City and Contractor may be referred to hereinafter individually as a "Party" and collectively as "the Parties". RECITALS: WHEREAS, the Parties agree to establish a collaboration where the faculty of Communication Department provides an eight (8) hour Leadership Development Training in support of the City of Miami Fire Depaitinent; and WHEREAS, the FIU Communication Department's Leadership Development Training has been established by Communication Department faculty to offer a suite of primer training programs tailored to address communication and leadership needs within the Fire Department through trainings; and WHEREAS, these trainings are produced exclusively by Joann Brown, FIU Communication Department, and are designed to enable participants to develop skills in the area of leadership development, emotional intelligence and cultural awareness; and WHEREAS, training attendees who successfully complete the training programs described below will be considered to have met the applicable requirements for training as determined by the City of Miami Fire Department; and WHEREAS, the City wishes to engage the Services of Contractor, and Contractor wishes to perform the Services for the City; and WHEREAS, the City and the Contractor desire to enter into this Agreement under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Contractor and the City agree as follows: TERMS 1. RECITALS AND INCORPORATIONS; DEFINITIONS: A. The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The Services and Scope of Work are hereby incorporated into and made a part of this Agreement and attached as Exhibit "A." The required Compensation and Costs are hereby incorporated into and made a part of the Agreement as attached Exhibit "B." The Contractor's insurance requirements are hereby incorporated into and made a part of this Agreement as attached Exhibit "C." 2. TERM: The Agreement shall become effective on the date on the first page, and shall be for the duration of one (1) year. The City shall have the option to extend or terminate the Agreement for convenience, that is, for any or no cause. 3. SCOPE OF SERVICES: A. Contractor agrees to provide the Services as specifically described, and under the special terms and conditions set forth in Exhibit "A" hereto, which by this reference is incorporated into and made a part of this Agreement. B. Contractor represents to the City that: (i) it possesses all qualifications, licenses, certificates, authorizations, and expertise required for the performance of the Services, including but not limited to full qualification to do business in Florida; (ii) it is not delinquent in the payment of any sums due the City, including payment of permits, fees, occupational licenses, etc., nor in the performance of any obligations or payment of any monies 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; (iv) the Services will be performed in the manner described in Exhibit "A"; and (v) each person executing this Agreement on behalf of Contractor has been duly authorized to so execute the same and fully bind Contractor as a party to this Agreement. C. Contractor shall at all times provide fully qualified, competent and physically Page 2 of 17 Doc. No.: City of Miami PSA 17 3159 FIU CARTA Leadership Training revised012918.dox revised.docx capable employees to perform the Services under this Agreement. City may require Contractor to remove any employee the City deems careless, incompetent, insubordinate, or otherwise objectionable and whose continued services under this Agreement is not in the best interest of the City. 4. COMPENSATION: A. The amount of compensation payable by the City to the Contractor shall be based on the rates quoted in Exhibit "B" hereto, which by this reference is incorporated into and made a part of this Agreement. The total fees under this contract, during the entire term, cannot exceed a cumulative total of One hundred thousand nine hundred fifty dollars ($100,950.00). B. Payment shall be made in arrears based upon work performed to the satisfaction of the City within forty-five (45) days after receipt of Contractor's invoice for Services performed, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should the City require one to be performed. Invoices shall be sufficiently detailed so as to comply with the "Florida Prompt Payment Act", §218.70. - 218.79, Florida Statutes, and other applicable laws. No advance payments shall be made at any time. C. Contractor agrees and understands that (i) any and all subcontractors providing Services related to this Agreement shall be paid through Contractor and not paid directly by the City, and (ii) any and all liabilities regarding payment to or use of subcontractors for any of the Services related to this Agreement shall be borne solely by Contractor. D. Prices shall remain firm and fixed for the term of the Contract, including any option or extension periods; however, prior to acceptance or execution of each exercised contract term, the City may consider an adjustment to the Contractor' s Supplies and Others price based on changes in the following pricing index: the latest Consumer Price Index (CPI), All Urban Consumers, All Items, Miami -Fort Lauderdale, FL area. E. It is the Contractor's responsibility to request the pricing adjustment under this provision. For the adjustment to commence on the first day of any exercised option period, the Contractor's request for the adjustment should be submitted ninety (90) days prior to expiration of the then current contract term. The Contractor adjustment request shall not be in excess of the relevant pricing index change. If no adjustment request is received from the Contractor, the City will assume that the Contractor has agreed that the optional term may be exercised without pricing adjustment. Any adjustment request received after the commencement of a new option period may not be considered. Page 3 of 17 Doc. No.: City of Miami PSA 17 3159 F1U CARTA Leadership Training revised012918.dox revised.docx F. The City reserves the right to reject any price adjustments submitted by the Contractor and/or to not exercise any otherwise available option period based on such price adjustments. Continuation of the contract beyond the initial period, and any option subsequently exercised, is a City prerogative, and not a right of the vendor. This prerogative will be exercised only when such continuation is clearly in the best interest of the City. 5. OWNERSHIP OF DOCUMENTS: Contractor understands and agrees that any information, document, report or any other material whatsoever which is given by the City to Contractor, its employees, or any subcontractor, or which is otherwise obtained or prepared by Contractor solely and exclusively for the City pursuant to or under the terms of this Agreement, is and shall at all times remain the property of the City. Contractor agrees not to use any such information, document, report or material for any other purpose whatsoever without the written consent of the City Manager, which may be withheld or conditioned by the City Manager in his/her sole discretion. Contractor is permitted to make and to maintain duplicate copies of the files, records, documents, etc. if Contractor determines copies of such records are necessary subsequent to the termination of this Agreement; however, in no way shall the confidentiality as permitted by applicable law be breached. 6. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION: A. Contractor agrees to provide access to the City or to any of its duly authorized representatives, to any books, documents, papers, and records of Contractor which are directly pertinent to this Agreement, for the purpose of audit, examination, excerpts, and transcripts. 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 Contractor under this Agreement, audit and inspect, or cause to be audited and inspected, those books, documents, papers, and records of Contractor which are related to Contractor's performance under this Agreement. Contractor agrees to maintain any and all such books, documents, papers, and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement and all other pending matters are closed. Contractor's failure to adhere to, or refusal to comply with, this condition shall result in the immediate cancellation of this Agreement by the City. B. The City may, at reasonable times during the term hereof, inspect the Contractor' s facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Contractor under this Agreement conform to the terms hereof. Contractor shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. All tests and inspections shall be subject to, and made in accordance with, the provisions of Section 18-101 and 18-102 of Page 4 of 17 Doc. No.: City of Miami PSA 17 3159 F1U CARTA Leadership Training revised012918.dox revised.docx the Code of the City of Miami, Florida as same may be amended or supplemented, from time to time. 7. AWARD OF AGREEMENT: Contractor represents and warrants to the City that it has not employed or retained any person or company 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 any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 8. PUBLIC RECORDS: A. Contractor understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City Agreements, 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 laws. Contractor's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. B. Contractor shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) provide the public with access to public records on the same terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer, at no cost, to the City all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) provide all electronically stored public records that must be provided to the City in a format compatible with the City' s information technology systems. Notwithstanding the foregoing, Contractor shall be permitted to retain any public records as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. C. Should Contractor determine to dispute any public access provision required by Florida Statutes, then Contractor shall do so at its own expense and at no cost to the City. D. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (insert telephone number, e-mail address, and mailing address). Page 5 of 17 Doc. No.: City of Miami PSA 17 3159 F1U CARTA Leadership Training revised012918.dox revised.docx 9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Contractor understands that agreements with local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. City and Contractor agree to comply with and observe all such applicable federal, state and local laws, rules, regulations, codes and ordinances, as they may be amended from time to time. Contractor further agrees to include in all of Contractor' s agreements with subcontractors for any Services related to this Agreement this provision requiring subcontractors 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. 10. INDEMNIFICATION: Contractor shall indemnify, defend and hold harmless the City and its officials and employees, for claims (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 negligent performance or non-performance of the Services contemplated by this Agreement (whether active or passive) of Contractor or its employees or subcontractors (collectively referred to as "Contractor") which is directly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive or in strict liability) of the Indemnitees, or any of them, or (ii) the failure of the Contractor to comply materially with any of the requirements herein, or the failure of the Contractor to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, local, federal or state, in connection with the performance of this Agreement even if it is alleged that the City, its officials and/or employees were negligent. Contractor expressly agrees to indemnify, defend and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of Contractor, or any of its subcontractors, as provided above, for which the Contractor' s liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. Contractor further agrees to indemnify, defend and hold harmless the Indemnitees from and against (i) any and all Liabilities imposed on account of the violation of any law, ordinance, order, rule, regulation, condition, or requirement, related directly to Contractor' s negligent performance under this Agreement, compliance with which is left by this Agreement to Contractor, and (ii) any and all claims, and/or suits for labor and materials furnished by Contractor or utilized in the performance of this Agreement or otherwise. The foregoing shall be subject to and within the limitations provided in Section 768.28, Florida Statutes. Page 6 of 17 Doc. No.: City of Miami PSA 17 3159 F1U CARTA Leadership Training revised012918.dox revised.docx Contractor understands and agrees that any and all liabilities regarding the use of any subcontractor for Services related to this Agreement shall be borne solely by Contractor throughout the duration of this Agreement and that this provision shall survive the termination or expiration of this Agreement, as applicable. 11. DEFAULT: If Contractor fails to comply materially with any material term or condition of this Agreement, or fails to perform in any material way any of its obligations hereunder, and fails to cure such failure after reasonable notice from the City, then Contractor shall be in default. Contractor understands and agrees that termination of this Agreement under this section shall not release Contractor from any obligation accruing prior to the effective date of termination. 12. RESOLUTION OF AGREEMENT DISPUTES: Contractor understands and agrees that all disputes between Contractor 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 Contractor being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds Twenty - Five Thousand Dollars and No/Cents ($25,000), the City Manager's decision shall be approved or disapproved by the City Commission. Contractor shall 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 Twenty -Five Thousand Dollars and No/Cents ($25,000), 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 or 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. In no event may the amount of compensation under this Section exceed the total compensation set forth in Section 4 (A) of this Agreement. 13. TERMINATION; OBLIGATIONS UPON TERMINATION: A. The City, acting by and through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, at any time, by giving written notice to Contractor at least thirty (30) calendar days prior to the effective date of such termination. In such event, the City shall pay to Contractor compensation for Services rendered and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to Contractor for any additional compensation and expenses incurred, other than that provided herein, and in no Page 7 of 17 Doc. No.: City of Miami PSA 17 3159 F1U CARTA Leadership Training revised012918.dox revised.docx event shall the City be liable for any consequential or incidental damages. The Contractor shall have no recourse or remedy against the City for a termination under this subsection except for payment of fees due prior to the effective date of termination. B. The City, by and acting through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, upon the occurrence of an event of a material breach hereunder, and failure to cure the same within thirty (30) days after written notice of default.. In such event, the City shall not be obligated to pay any amounts to Contractor for Services rendered by Contractor after the date of termination, but the parties shall remain responsible for any payments that have become due and owing as of the effective date of termination. In no event shall the City be liable to Contractor for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any direct, indirect, consequential or incidental damages. 14. INSURANCE: A. Contractor shall, at all times during the term hereof, maintain such insurance coverage(s) as set forth in Exhibit "C", and incorporated herein by this reference. B. Contractor understands and agrees that any and all liabilities regarding the use of any of Contractor' s employees or any of Contractor' s subcontractors for Services related to this Agreement shall be borne solely by Contractor throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. Contractor further understands and agrees that insurance for each employee of Contractor and each subcontractor providing Services related to this Agreement shall be maintained in good standing and approved by the City Risk Management Administrator throughout the duration of this Agreement. C. Compliance with the foregoing requirements shall not relieve Contractor of its liabilities and obligations under this Agreement. 15. NONDISCRIMINATION: Contractor represents to the City that Contractor does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Contractor' s performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Contractor 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. Page 8 of 17 Doc. No.: City of Miami PSA 17 3159 F1U CARTA Leadership Training revised012918.dox revised.docx 16. ASSIGNMENT: This Agreement shall not be assigned by Contractor, in whole or in part, and Contractor shall not assign any part of its operations, without the prior written consent of the City Manager, which may be withheld or conditioned, in the City's sole discretion through the City Manager. 17. 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 CONTRACTOR: Robert Gutierrez Florida International University Assistant Vice President for Research 11200 SW 8th Street, MARC 430 Miami, Florida 33199 18. MISCELLANEOUS PROVISIONS: TO THE CITY: Emilio T. Gonzalez, Ph.D. City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130-1910 A. This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial. B. 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. Page 9 of 17 Doc. No.: City of Miami PSA 17 3159 F1U CARTA Leadership Training revised012918.dox revised.docx 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 if 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. Contractor shall comply with all applicable laws, rules and regulations in the performance of this Agreement, including but not limited to licensure, and certifications required by law for professional service Contractors. 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. Except as otherwise set forth in Section 2 above, the City Manager shall have the sole authority to extend, amend, or modify this Agreement on behalf of the City. 19. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 20. INDEPENDENT CONTRACTORS: Contractor 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, neither Contractor, nor its employees, nor any subcontractor hired by Contractor to provide any Services under this Agreement shall 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. Contractor further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Contractor, its employees, or any subcontractor hired by Contractor to provide any Services hereunder, and Contractor agrees to provide or to require subcontractor(s) to provide, as applicable, workers' compensation insurance for any employee or agent of Contractor rendering Services to the City under this Agreement. Contractor further understands and agrees that Contractor's or subcontractors' use or entry upon City properties shall not in any way change its or their status as an independent contractor. Page 10 of 17 Doc. No.: City of Miami PSA 17 3159 F1U CARTA Leadership Training revised012918.dox revised.docx 21. 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, failure to allocate or appropriate funds, and/or change in applicable laws or regulations, upon thirty (30) days written notice. 22. FORCE MAJEURE: A "Force Maj eure Event" shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Agreement by reason of a Force Majeure Event, the time for required completion of such act or obligation shall be extended by the number of days equal to the total number of days, if any, that such party is actually delayed by such Force Majeure Event. The party seeking delay in performance shall give notice to the other party specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so long as such delay due to a Force Majeure Event continues. Any party seeking delay in performance due to a Force Majeure Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. 23. CITY NOT LIABLE FOR DELAYS: Contractor hereby understands and agrees that in no event shall the City be liable for, or responsible to Contractor or any subcontractor, or to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any cause over which the City has no control. 24. USE OF NAME: Contractor understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. Contractor is allowed, within the limited scope of normal and customary marketing and promotion of its work, to use the general results of this project and the name of the City. The Contractor agrees to protect any confidential information provided by the City and will not release information of a specific nature without prior written consent of the City Manager or the City Commission. Page 11 of 17 Doc. No.: City of Miami PSA 17 3159 F1U CARTA Leadership Training revised012918.dox revised.docx 25. NO CONFLICT OF INTEREST: Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, Contractor hereby certifies to the City that no employee of Contractor who will perform services and no subcontractor under this Agreement nor any immediate family member of any of the same is also a member of any board, commission, or agency of the City. Contractor hereby represents and warrants to the City that throughout the term of this Agreement, Contractor, its employees who provide services under this Agreement, and its subcontractors will abide by this prohibition of the City Code. Contractor shall include the requirements of this section in any subcontract entered into related to this Agreement. 26. NO THIRD -PARTY BENEFICIARY: No persons other than the Contractor and the City (and their successors and assigns) shall have any rights whatsoever under this Agreement. 27. SURVIVAL: All obligations (including but not limited to indemnity and obligations to defend and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. 28. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND WARRANTY: Contractor hereby certifies, represents and warrants to the City that on the date of Contractor's execution of this Agreement, and so long as this Agreement shall remain in full force and effect, the wage rates and other factual unit costs supporting the compensation to Contractor under this Agreement are and will continue to be accurate, complete, and current. Contractor understands, agrees and acknowledges that the City shall adjust the amount of the compensation and any additions thereto to exclude any significant sums by which the City determines the contract price of compensation hereunder was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the provisions hereof. 29. COUNTERPARTS: This Agreement may be executed in three or more counterparts, each of which shall Page 12 of 17 Doc. No.: City of Miami PSA 17 3159 F1U CARTA Leadership Training revised012918.dox revised.docx constitute an original, but all of which, when taken together, shall constitute one and the same agreement. 30. 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. 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: ACKNOWLEDGE AND ACCEPTED BY FACULTY Joann Brown Communication Department CARTA University Instructor By: "Contractor" FIU Robert Gutierrez Assistant VP for Research (Authorized Corporate Officer) (Corporate Seal) Page 13 of 17 Doc. No.: City of Miami PSA 17 3159 FIU CARTA Leadership Training revised012918.dox revised.docx ATTEST: Todd B. Hannon, City Clerk By: "City" CITY OF MIAMI, a municipal corporation Emilio T. Gonzalez, Ph.D., City Manager APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: Victoria Mendez City Attorney Ann -Marie Sharpe Risk Management Director Page 14 of 17 Doc. No.: City of Miami PSA 17 3159 F1U CARTA Leadership Training revised012918.dox revised.docx EXHIBIT "A" SCOPE OF WORK A. FIU Communication Arts Department's Responsibilities under this Agreement: 1. Design, management and coordination of all speakers, content, curriculum, training materials and schedule related to the training programs referenced in this Agreement. 2. Reevaluate and redesign trainings to meet the City of Miami Fire Department's needs on an annual basis. B. Training Programs: 1. The Leadership Development Training for the City of Miami Fire Department will consist of one (1) session that is eight (8) hours in duration and will include: a. Examination of leadership and what it means to be a leader at each level in the City of Miami Fire Depaitinent. Issues such as character development, integrity, humility, respect, professionalism, accountability will be addressed. b. Development of awareness and respect through training in communication techniques (verbal and nonverbal) and biases (implicit and explicit) to improve communication within and outside the Fire Department. c. Discussion of emotional intelligence and how those principles can be applied to leadership principles and communication patterns so as to make an individual a better leader, mentor and problem solver. B. City's Responsibilities under this Agreement: 1. Management of the registration process for employees interested in enrolling in one of the training programs referenced in this Agreement. 2. Provide the faculty of FIU Communication Department with suitable facilities for approximately twenty (20) to twenty-five (25) people to participate in the training programs referenced in this Agreement, to include complimentary use of the facility, complimentary audio and video support (e.g., projectors, screens, microphones) and flexible furniture enabling interactive exercises during the training programs. Page 15 of 17 Doc. No.: City of Miami PSA 17 3159 FIU CARTA Leadership Training revised012918.dox revised.docx EXHIBIT "B" COMPENSATION and COSTS Each of the trainings include the following costs. There are no indirect costs associated with these trainings 1. FIU Content Experts and Facilitators 2. Course Materials: a. Manuals/Printed Materials; b. Certificates; c. Miscellaneous Supplies. Services Costs Per Training Minimum Total Frequency Leadership Development $3,350.00 Thirty (30) Trainings $100,500.00 Materials & Supplies $15.00 Thirty (30) Trainings $450.00 Total $100,950.00 Page 16 of 17 Doc. No.: City of Miami PSA 17 3159 FIU CARTA Leadership Training revised012918.dox revised.docx EXFIIBIT "C" INSURANCE REQUIREMENTS Pursuant to Fla. Stat. Section 1001.72, Contractor, a public instrumentality of the State of Florida, maintains insurance coverage under the State of Florida Risk Management Trust Fund, established pursuant to Chapter 284, Florida Statutes, and administered by the State of Florida, Department of Financial Services — Division of Risk Management as follows: automobile liability insurance, general liability insurance and employer's liability insurance, each with limits of liability of not less than US $200,000.00 for each person and US $300,000.00 for each occurrence. Contractor also maintains workers' compensation insurance with limits of liability as required by law. Page 17 of 17 Doc. No.: City of Miami PSA 17 3159 F1U CARTA Leadership Training revised012918.dox revised.docx