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HomeMy WebLinkAboutExhibitCONSULTING SERVICES AGREEMENT This Consulting Services Agreement ("CSA" or "Agreement") is between the CITY OF MIAMI ("City"), a municipal corporation of the State of Florida, whose address is 444 SW 2nd Avenue Miami, Florida 35130, and THE FLORIDA INTERNATIONAL UNIVERSITY BOARD OF TRUSTEES on behalf of FLORIDA INTERNATIONAL UNIVERSITY'S COLLEGE OF ARCHITECTURE THE ARTS COMMUNICATION ARTS DEPARTMENT ("FIU-CARTA" or "FIU"), 11200 SW 8th Street, PCA 274, Miami, FL, and collectively, ("the Parties"). The Parties agree to establish a partnership where the faculty of the Communication Arts Department (Joann Brown and Raquel Perez) provides an eight (8) hour Command Level Leadership and Public Information Communication Training to the City in support of the City of Miami Police Department. I. ABOUT FIU'S COMMAND LEVEL LEADERSHIP AND PUBLIC INFORMATION COMMUNICATION TRAINING FIU Communication Arts Department's Command Level Leadership and Public Information Communication Training has been established by the Communication Arts Department to offer a suite of primer training programs tailored to address leadership development and public information communication needs within law enforcement through trainings. These trainings are produced exclusively by FIU Communication Arts Department faculty (Joann Brown and Raquel Perez) and are designed to enable participants to develop skills of public information communication and leadership strategies for the City of Miami Police Department. Training attendees who successfully complete the training programs described below will be considered to have met the applicable requirements for training and promotion as determined by the City of Miami Police Department. II. PARTNERSHIP RESPONSIBILITIES A. City's Responsibilities Under This CSA: 1. Management of the registration process for employees interested in enrolling in one of the training programs referenced in this CSA. 2. Provide FIU Communication Arts Department's with suitable facilities for approximately twenty (20) people to participate in the training programs referenced in this CSA, 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. 3. Provide payment to FIU in the amount of $41,220 for FIU's services pursuant to this Agreement. Payments will be made within 45 days upon receipt of FIU's invoice. Payment shall be made to "Florida International University" and remitted to the following address: Florida International University Attention: David Rice, [Insert Title, Dept.] 11200 S.W. 8th Street, MARC 430 Miami, FL 33199 B. FIU Communication Arts Department's Responsibilities Under This CSA: 1. Design, management and coordination of all content, curriculum, training materials and schedule related to the training program referenced in this CSA. 2. Reevaluate and redesign trainings to meet the City of Miami Police Department's needs on an annual basis. C. Training Programs: 1. Command Level Leadership and Public Information Communication Training will consist of one session that is eight (8) hours in duration and will provide participants with a skills -based approach to developing leadership and public information communication techniques. The training will include: • Examination, identification, development, and utilization of the frames of leadership to increase effective communication and productivity including: o Overcoming challenges in effective leadership. o Promoting proactive leadership strategies. o Providing productive feedback. o Conflict management techniques for leaders. • Assessing approaches for operative and effectual public information communication to build community awareness and promote positive law enforcement presence including: o Selecting appropriate social media modes and messages. o Collaborating with news media representatives to promote positive relationships. o Identifying appropriate responses to media outlets and community organizations. o Developing effective press releases. o Employing productive internal and external crisis communication. D. Budget/Funding: Each of the training sessions include the following costs; there are no indirect costs associated with these training 1. FIU Content Experts and Facilitators: a. A Minimum of two (2) Facilitators Per Training 2. Course Materials: a. Manuals/Printed Materials; b. Certificates; c. Miscellaneous Supplies. Services Costs Per Training Minimum Total Frequency Command Level Leadership and Public Information Communication Training $3,350.00 per session Twelve Training $40,200.00 Sessions Materials & Supplies $85.00 per session Twelve Training $1,020.00 Sessions Total $41,220.00 E. Terms and Termination: 1. Intellectual Property. The City agrees and understands that FIU faculty ("Faculty") have pre-existing obligations to assign, and have assigned to FIU, Faculty's rights in intellectual property which arise or are derived from Faculty's employment at FIU in accordance with University's regulations, policies and procedures on intellectual property, available at http://policies.fiu.edu/browse.php?1=category&t=1&letter=I#Intellectual Property The City has no rights by reason of this Agreement in any publication, invention, discovery, improvement or other intellectual property, whether or not publishable, patentable, or copyrightable. The City further acknowledges that any inventions or copyrights developed by the Faculty in connection with this Agreement will be owned by FIU in accordance with FIU policies. 2. Use of Name for Publicity. The Parties shall not use the name of the other Party, or of any Faculty, in any advertising or promotional material without the prior written approval of the the other Party. 3. Compliance with Law. The Parties shall comply with all applicable federal, state, local laws and regulations and nothing in this Agreement shall be construed to require either Party to violate such provisions of law or subject either Party to liability for adhering to such provisions of law. 4. Independent Contractor. FIU shall be deemed to be and shall be an independent contractor and, as such, FIU shall not be entitled to any benefits applicable to employees of FIU. Neither Party is authorized or empowered to act as agent for the other for any purpose and shall not on behalf of the other enter into any contract, warranty, or representation as to any matter. The Parties shall not be bound by the acts or conduct of the other. The term "partnership," as used in this Agreement and/or any attachment hereto, does not refer to a partnership under the law. Instead, it expresses the intention of the Parties to work together in the limited manner described in this Agreement for the purpose of achieving the common goals described herein. 5. Term. This Agreement shall become effective upon execution by both Parties and shall continue in effect for a period of one (1) year. This Agreement is subject to annual renewal upon discretion of the City Manager, or his designee, subject to available funds and the mutual agreement of the parties to renew the terms of this agreement. 6. Termination. This Agreement may be terminated by either party upon the other party' s default in performance, provided that termination may not be effected unless written notice specifying the nature and extent of default is given to the concerned party and such party fails to cure such default in performance within 30 (thirty) days from the date of receipt of such notice. Termination shall be without prejudice to any and all other rights and remedies available to the parties, and the City shall remain liable for all outstanding obligations owed by them to FIU including outstanding reimbursable charges , and for all items of merchandise, and other services provided as of the termination date. The City of Miami shall continue to be responsible for payment of agreed -upon fees due as of the time of termination and any other obligations arising hereunder incurred prior to the termination date. All in -process training at the time of termination and orders will be completed by Faculty and delivered to the City. If a balance remains in the account, the amount will be refunded after the above charges have been deducted but in no case later than sixty (60) days after the termination date. 7. Termination. The City, acting by and through its City Manager, or FIU shall each have the right to terminate this Agreement, in its sole discretion, , at any time, by giving written notice to the other Party at least thirty (30) calendar days prior to the effective date of such termination. In such event, the City shall pay FIU due compensation for Services rendered and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to FIU for any additional compensation and expenses incurred, other than that for Services provided at the time of termination, and in no event shall the City be liable for any consequential or incidental damages. FIU 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. 8. Audit and Inspection Rights and Retention of Records. FIU hereby agrees and understands that the public shall have access, at all reasonable times, to all documents and information pertaining to the City, subject to the provisions of Chapter 119, Florida Statutes, and any specific exemptions there from, and FIU agrees to allow access by the City and the public to all documents subject to disclosure under applicable law unless there is a specific exemption from such access. FIU' s failure or refusal to comply with the provisions of this section shall result in immediate termination of this agreement by the City. Pursuant to the provisions of Section 119.0701, Florida Statutes, FIU must comply with the Florida Public Records Laws, specifically FIU must: 1) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. 2) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. 4) Meet all requirements for retaining public records. 5) All records stored electronically must be provided to the City in a format compatible with the information technology systems of the public agency upon request. 9. Severability. If any provision of this Agreement or application thereof to any person or situation shall to any extent, be held invalid or unenforceable, the remainder of this Agreement, and the application of such provisions to persons or situations other than those as to which it shall have been held invalid or unenforceable shall not be affected thereby, and shall continue in full force and effect, and be enforced to the fullest extent permitted by law. 10. Modification of Agreement. This Agreement may be modified upon mutual consent of both parties. The Parties may negotiate and enter into additional binding terms or modification of terms to this agreement. The modification shall be in writing and executed by the City and FIU. 11. Binding Authority. Each person signing this Agreement on behalf of either party individually warrants that he or she has full legal power to execute this Agreement on behalf of the party for whom he or she is signing, and to bind and obligate such party with respect to all provisions contained in this Agreement. 12. Governing Law. This Agreement shall be governed by the laws of the State of Florida, with venue lying in Miami -Dade County, Florida. 13. Indemnification. FIU shall indemnify, defend and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnities") 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 FIU or its employees, agents or subcontractors (herein referred to as "FIU"), 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 Indemnities, or any of them or (ii) the failure of FIU to comply with any of the paragraphs herein or the failure of the FIU 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. This indemnification shall survive the term of this agreement. The provisions of this section shall be construed to conform to the limits of Sec. 768.28 F.S. F. Notices: All notices required or permitted under this CSA shall be in writing and delivered by confirmed e-mail or certified mail, and in each instance shall be deemed given upon receipt. All communications shall be sent to to each of the parties hereto, as specified below: To City: Daniel J. Alfonso, City Manager City of Miami, Florida 3500 Pan American Drive Miami, Florida 33133 To FIU: Robert Gutierrez, Florida International University Assistant Vice President for Research 11200 S.W. 8th Street, Miami, FL 33199 IN WITNESS WHEREOF, the Parties have signed this CSA, or caused it to be signed by their duly authorized representatives, as of the date written below. CITY OF NHANH, a municipal The Florida International University, corporation: Board of Trustees BY: BY: Daniel J. Alfonso, City Manager Robert Gutierrez, Assistant Vice President for Research DATE: DATE: Acknowledged and accepted by faculty Joann Brown Senior Instructor ATTEST: Todd Hannon, City Clerk APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria Mendez, City Attorney APPROVED AS TO INSURANCE REQUIREMENTS: Ann -Marie Sharpe, Risk Management