HomeMy WebLinkAbout25229AGREEMENT INFORMATION
AGREEMENT NUMBER
25229
NAME/TYPE OF AGREEMENT
FLORIDA INTERNATIONAL UNIVERSITY BOARD OF
TRUSTEES
DESCRIPTION
PROFESSIONAL SERVICES AGREEMENT/EDUCATIONAL
MANAGEMENT PROGRAMS FOR NEWLY PROMOTED
STAFF/MATTER I D : 24-2582
EFFECTIVE DATE
November 4, 2024
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
11/4/2024
DATE RECEIVED FROM ISSUING
DEPT.
11/4/2024
NOTE
DOCUSIGN AGREEMENT BY EMAIL
CITY OF MIAMI
DOCUMENT ROUTING FORM
ORIGINATING DEPARTMENT: Department of Procurement
DEPT. CONTACT PERSON: Aimee Gandarilla
EXT. 1906
NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Florida International University ("FIU")
IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS?
TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED?
TYPE OF AGREEMENT:
❑ MANAGEMENT AGREEMENT
❑ PROFESSIONAL SERVICES AGREEMENT
❑ GRANT AGREEMENT
❑ EXPERT CONSULTANT AGREEMENT
❑ LICENSE AGREEMENT
OTHER: (PLEASE SPECIFY) Agreement
YES
YES
❑ PUBLIC WORKS AGREEMENT
❑ MAINTENANCE AGREEMENT
❑ INTER -LOCAL AGREEMENT
❑ LEASE AGREEMENT
❑ PURCHASE OR SALE AGREEMENT
NO
NO
PURPOSE OF ITEM (BRIEF SUMMARY): The City's Fire -Rescue Department is in need of educational management
programs for the newly promoted staff.
COMMISSION APPROVAL DATE:
FILE ID:
ENACTMENT NO.:
IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN:
ROUTING INFORMATION
Date
PLEASE PRINT AND SIGN
DIRECTOR/CHIEF PROCUREMENT OFFICER
October 24, 2024
Annie Perez, CPPO
I 11:14:5,5-DEATdby:
SIGNATURE: -4^^�- 11°^-el
RISK MANAGEMENT
October 24, 2024
Ann -Marie Sharpe
I 11:30:14&DTby
SIGNATURE: Fro& GoiA,vy
CITY ATTORNEY
matter 24-2582
October 30, 202,q.,
George K. Wysonqq III
42 EUT
dN �': Ocu5i9netl by:
Guorvp. 4 G1tisowl III
ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER
November 1, 2024
Larry Spring, CPA;'bL3 88248D
I 11: 52 : 5 ,P,ldby,
SIGNATURE: SPv;,4
�zbzb9,sdud_
ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS
Barbara Hernandez, MPA
SIGNATURE:
ASSISTANT CITY MANAGER, CHIEF OF INFRASTRUCTURE
Asael Marrero
SIGNATURE:
DEPUTY CITY MANAGER
November 1, 20llati3s1'3.C910goArilliams
,—.9999,90etl y:
SIGNATURE: N4441-4Cal d.k-w; z...a
CITY MANAGER
November 4, 2024rt1
pqa 6d 09,5➢tAd,D_
09 02e19 EST
,—.9..i9md y:
SIGNATURE: Maur (um
�—BS06EfiG3Z2FIDd?�..
CITY CLERK
November 4, 2022ogldian
lio EST
—DocuSi gnetl by:
SIGNATURE: �2,Sso �d�9
PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER
City of Miami
Office of the City Attorney
Legal Services Request
To: Office of the City Attorney
From:
Yadissa Calderon
Contact Person
Assistant Director
Title
10/21/2024
Date:
Procurement
Requesting Client
(305) 416-1907
Telephone
Legal Service Requested:
Matter No. 24-2582: Agreement FIU - the Fire -Rescue Department is in need of educational management
programs for the newly promoted staff.
Complete form and forward to the Office of the City Attorney or e-mail to Legal
Services. Do not assume that the Office of the City Attorney knows the background
of the question and/or issue, such as opinions on the same or similar issues, the
existence of relevant memos, correspondence, etc. Please attach to this form and/or
e-mail all pertinent information relating to the subject.
Once your request has been assigned, an e-mail will be sent to you with the
Assigned Attorney's name and the issued matter identification number.
All attorneys in the Office of the City Attorney shall fully comply with the Rules
Regulating the Florida Bar.
For Legal Services requesting an opinion from the Office of the City Attorney:
Issue opinion in writing.
Publish opinion after issuance.
Authorized by: Annie Perez
Date response requested by:
BELOW PORTION TO BE COMPLETED BY THE OFFICE OF THE CITY ATTORNEY
Assigned Attorney: Date: File No.
Approved by: Ultimate Client:
Comments: D / R Date:
Copy returned to Requesting Client
Type:
Matrix:
Category:
Copy to Ultimate Client
rev. 04/14/2017
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City of Miami, Florida
AGREEMENT
BY AND BETWEEN
THE CITY OF MIAMI, FLORIDA
AND
FLORIDA INTERNATIONAL UNIVERSITY ("FIU")
This Agreement ("Agreement") is entered into this 4th
day of November
, 2024 by
and between the City of Miami, a Florida municipal corporation, whose address is 444 S.W. 2nd Avenue,
10t" Floor, Miami, Florida 33130 (hereinafter referred to as the "City"), and, the Florida International
University ("FIU") Board of Trustees, on behalf of its FIU Executive Education Program, whose principal
address is 11200 SW 8' Street, Miami FL 33199, (hereinafter referred to as the"Provider").
RECITALS:
WHEREAS, the City's Fire -Rescue Department ("Fire -Rescue") is in need of educational
management programs for the newly promoted staff ("Services"); and
WHEREAS, Section 18-72(b)(1) of the Code of the City of Miami, Florida, as amended (the
"City Code"), authorizes the exclusion of the costs of testing or instructional materials and allows for
the purchase of said Services without competitive bidding procedures; and
WHEREAS, Section 18-112 of the City Code authorizes the City Manager to enter into
agreements with other governmental agencies or state funded institutions without competitive bidding
procedures for the acquisition of goods or services under $50,000.00; and
WHEREAS, Provider offers said Services and the City wishes to engage Provider for the same;
and
WHEREAS, the City and the Provider 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,
Provider and the City agree as follows:
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1. RECITALS AND INCORPORATIONS:
The Recitals are true and correct and are hereby incorporated into and made a part of this
Agreement. The following exhibits are attached hereto and are hereby incorporated into and made a
part of this Agreement:
Exhibit A — Scope of Work
Exhibit B — Provider's Compensation
Exhibit C — Insurance Requirements and Provider's Insurance Certificate
Exhibit D — Corporate Resolution or other proof of authority
In the event of a conflict between the provisions of this Agreement or any of its exhibits, the
conflict shall be resolved in favor this Agreement then the priority order indicated above.
2. TERM:
The Agreement shall become effective on the date on the first page and shall remain in effect
for a period of six (6) months Term or until when such time that all trainings have been completed. The
parties, each, shall have the option to extend or terminate the Agreement for convenience, that is, for
any or no cause pursuant to Section 13.
3. SCOPE OF SERVICES:
A. Provider agrees to provide the Services as specifically described, and under the Scope
of Work set forth in Exhibit "A" hereto, which by this reference is incorporated into and made a part of
this Agreement.
B. Provider represents to the City that: (i) it or its lecturers or vendors possess 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 shall be performed in the manner
described in Exhibit "A"; and (v) each person executing this Agreement on behalf of Provider has been
duly authorized to so execute the same and fully bind Provider as a party to this Agreement.
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C. Provider shall at all times provide fully qualified, competent and physically capable
employees to perform the Services under this Agreement. The City may require Provider to remove
any employee the City deems careless, incompetent, insubordinate, or otherwise objectionable and
whose continued services under this Agreement are not in the best interest of the City.
4. COMPENSATION:
A. The amount of compensation payable by the City to Provider shall be based on the rates
and schedules and budgeted amounts described in Exhibit "B" hereto and shall remain consistent with
the same throughout the duration of this Agreement.
B. Unless otherwise specifically provided in Exhibit "B", payment shall be made in arrears
within forty-five (45) days after receipt of the Provider's invoice for services performed. Any such invoice
shall be accompanied by sufficient supporting documentation and contain sufficient detail to allow a
proper audit of expenditures, should City require one to be performed. Provider shall furnish enough
detail to meet the minimum requirements of a Proper Invoice as that term is defined in Section 218.72,
Florida Statutes, as may be amended.
C. Any additional services that are not included in this Agreement but may be desired by
the City to be performed, may be added to the Services by a written amendment, entered into and
executed by the City and Provider. Such an amendment shall require compliance with applicable
procurement regulations. The City shall not be liable for any and all costs, fees, expenses or charges,
including, but not limited to, previously reimbursed costs, fees, expenses or charges, that exceed the
amount stated in Section 4(A) herein this Agreement.
D. Provider agrees and understands that: (i) any and all subcontractors providing Services
related to this Agreement shall be paid by Provider 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 Provider.
E. Neither Provider nor any of its employees nor its subcontractors shall perform any work
unless duly authorized by the City Manager or his/her designated representative(s). Provider shall not
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be paid (i) for any work performed outside the Services set forth in Exhibit "A" for this Agreement or
any duly entered and authorized amendment thereto; or (ii) for any work performed by any of Provider's
employees or subcontractors not otherwise previously authorized by the City Manager or his/her
designated representative.
5. OWNERSHIP OF DOCUMENTS:
All right, title and interest in and to any invention, work product, idea or creation (the "Materials")
made priorly by each party shall be property of the party that created it. All right, title and interest in
and to any invention, work product, idea or creation conceived, developed or produced during the
performance of services under the Agreement (including, but not limited to writing, copyrights,
trademarks, creative, copy, scripts, story boards, art, music, software and documentation, ideas,
charts, graphics, plans, proposals, business systems or ideas, and research projects) shall be property
of Provider, whether created individually by Provider or jointly with the City, on or off Provider's
premises. Each party shall take the adequate measures to avoid the unauthorized use and disposition
of the work by a third party. This provision shall survive the expiration or earlier termination of the
Agreement. Provider may offer City a license to use the Work Product, such terms to be mutually
agreed to by the parties.
6. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION:
A. Provider agrees to provide access to the City or to any of its duly authorized
representatives, to any books, documents, papers, and records of Provider 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 Provider under this Agreement, audit and inspect, or cause to be audited and inspected, those
books, documents, papers, and records of Provider which are directly related to Provider's performance
under this Agreement. Provider 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
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Agreement and all other pending matters are closed. Provider's failure to adhere to, or refusal to comply
with, this condition shall result in the immediate cancellation of this Agreement by the City. The audit
provisions set forth in Sections 18-99, 18-100, 18-101, 18-102 of the Code of the City of Miami, Florida
as same may be amended or supplemented from time to time, are applicable to this Agreement.
B. The City may, at reasonable times during the term hereof, inspect the Provider's
facilities and perform such tests, as the City deems reasonably necessary, to determine whether the
goods or services required to be provided by Provider under this Agreement conform to the terms
hereof. Provider 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 Sections 18-99, 18-100, 18-101, and 18-102 of the
Code of the City of Miami, Florida as same may be amended or supplemented, from time to time.
7. AWARD OF AGREEMENT:
Provider 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. Provider 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. 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.
B. Provider 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) upon request from the City's custodian of public records,
provide the City with a copy of the requested records or allow the records to be inspected or copied
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within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida
Statutes, 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
for the duration of the contract term and following completion of the contract if Provider does not
transfer the records to the City; (4) upon completion of the contract, transfer, at no cost, to the City all
public records in possession of the Provider or keep and maintain public records required by the City
to perform the Service, if the Provider transfers all public records to the City upon completion of the
Agreement, the Provider shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements, if the Provider keeps and maintains public records
upon completion of the Agreement, the Provider shall meet all applicable requirements for retaining
public records, all records stored electronically must be provided to the City, upon request from the
City's custodian of public records, in a format that is compatible with the information technology
systems of the City. Notwithstanding the foregoing, Provider shall be permitted to retain any public
records that make up part of its work product solely as required for archival purposes, as required by
law, or to evidence compliance with the terms of the Agreement.
C. Should Provider determine to dispute any public access provision required by Florida
Statutes, then Provider shall do so in accordance with the provisions of Chapter 119, Florida Statutes,
at its own expense and at no cost to the City. IF THE PROVIDER HAS QUESTIONS REGARDING
THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE PROVIDER'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM,
OR REGULAR EMAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND
AVENUE, 9TH FLOOR, MIAMI, FL 33130. THE PROVIDER MAY ALSO CONTACT THE RECORDS
CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS
AGREEMENT.
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9. COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS:
Provider understands that agreements with local governments are subject to certain laws and
regulations, including laws pertaining to public records, conflict of interest, ethics, funding, lobbying,
record keeping, etc. City and Provider 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.
Provider further agrees to include in all of Provider'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:
Provider 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 caused, in whole or in part, by
any act, omission, default or negligence (whether active or passive) of Provider or its employees
(collectively referred to as " Provider "), or (ii) the failure of Provider to comply with any of the
paragraphs herein or the failure of Provider to conform to applicable statutes, ordinances, or other
regulations or requirements of any governmental authority, federal or state, in connection with the
compliance of this agreement; provided, however, that the indemnification provided herein shall only
be to the extent and within the limitations of Section 768.28 Florida Statutes, subject to the provisions
of that statute whereby Provider shall not be held liable to pay a personal injury or property damage
claim or judgment by any one person which exceeds the sum of $200,000, or any claim or judgment
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or portions thereof, which, when totaled with all other claims or judgments paid by the Provider arising
out of the same incident or occurrence, exceeds the sum of $300,000. Nothing herein shall be deemed
to indemnify City from any liability or claim arising out of the negligent performance or failure of
performance or by the willful misconduct of City or as a result of the negligence or failure of performance
or by the willful misconduct of any third party. Further, nothing contained herein shall be construed or
interpreted as: i) denying Provider any remedy or defense available under the laws of the State of
Florida; ii) the consent of Provider to be sued; or iii) a waiver of sovereign immunity of Provider beyond
the waiver described herein and provided in §768.28, Florida Statutes.
11. DEFAULT:
If a party fails to comply materially with any 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 that party shall be in default. That party understands and agrees
that termination of this Agreement under this section shall not release that party from any obligation
accruing prior to the effective date of termination. Upon the occurrence of a default hereunder 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.
12. RESOLUTION OF AGREEMENT DISPUTES:
Provider understands and 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.
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In the event that the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars
($25,000.00), the City Manager's decision shall be approved or disapproved by the City Commission.
Provider 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 ($25,000.00), 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 (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 of this Agreement. The adherence to this Section is the condition
precedent to the institution of any civil action by the Provider against the City.
13. TERMINATION; OBLIGATIONS UPON TERMINATION:
A. The City, acting by and through its City Manager, or Provider shall have the right to
terminate this Agreement, in its sole discretion, and without penalty, 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 to Provider compensation for Services rendered and approved expenses
incurred prior to the effective date of termination. In no event shall the City be liable to Provider for any
additional compensation and expenses incurred, other than that provided herein, and in no event shall
the either party be liable for any consequential or incidental damages. The Provider 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, or Provider 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 Provider for Services
rendered by Provider after the date of termination, but the parties shall remain responsible for any
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payments that
have become due and owing as of the effective date of termination. In no event shall the City be liable
to Provider for any additional compensation and expenses incurred, other than that provided herein,
and in no event shall the either party be liable for any indirect, consequential, or incidental damages.
This Section shall survive the cancellation or expiration of this Agreement.
14. INSURANCE:
A. If, in the judgment of the City, prevailing conditions warrant the provision by Provider of
additional liability insurance coverage or coverage which is different in kind, the City Risk Management
Director reserves the right to require the provision by Provider of an amount of coverage different from
the amounts or kind previously required and shall afford written notice of such change in requirements
thirty (30) days prior to the date on which the requirements shall take effect. Should the Provider fail or
refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written
notice, this Agreement shall be considered terminated on the date that the required change in policy
coverage would otherwise take effect.
B. Provider understands and agrees that any and all liabilities regarding the use of any of
Provider's employees or any of Provider's subcontractors for Services related to this Agreement shall
be borne solely by Provider throughout the term of this Agreement and that this provision shall survive
the termination of this Agreement. Provider further understands and agrees that insurance for each
employee of Provider 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. Provider shall be responsible for assuring that the insurance certificates required under
this Agreement remain in full force and effect for the duration of this Agreement, including any
extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement
and any extension hereof, Provider shall be responsible for submitting new or renewed insurance
certificates to the City's Risk Management Administrator as soon as coverages are bound with the
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insurers. In the event that expired certificates are not replaced, with new or renewed certificates which
cover the term of this Agreement and any extension thereof:
(i)
the City shall suspend this Agreement until such time as the new or renewed
certificate(s) are received in acceptable form by the City's Risk Management Administrator; or
(ii) the City may, at its sole discretion, terminate the Agreement for cause and seek re -
procurement damages from Provider in conjunction with the violation of the terms and
conditions of this Agreement.
D. Compliance with the foregoing requirements shall not relieve Provider of its liabilities
and obligations under this Agreement.
15. NONDISCRIMINATION:
Provider represents to the City that Provider does not and will not engage in discriminatory
practices and that there shall be no discrimination in connection with Provider's performance under this
Agreement on account of race, color, sex, sexual orientation, religion, age, handicap, marital status or
national origin. Provider further covenants that no otherwise qualified individual shall, solely by reason
of his/her race, color, sex, sexual orientation, 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.
16. ASSIGNMENT:
The Provider's services under this Agreement are unique and specialized in nature. This
Agreement shall not be assigned by Provider, in whole or in part, and Provider 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
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delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is
earlier.
TO PROVIDER:
Florida International University
FIU Executive Education Program
c/o Dr. Elizabeth Bejar
11200 SW 8th Street,
Miami FL 33199300
TO THE CITY:
Arthur Noriega V
City Manager
444 SW 2nd Avenue, 10t" Floor
Miami, FL 33130
With a copy to:
George K. Wysong III
City Attorney
444 SW 2nd Avenue, 9. Floor
Miami, FL 33130
Robert Hevia
Chief of Fire -Rescue
1151 NW 7 Street, 3rd Floor
Miami, FL 33136
Annie Perez, CPPO
Director of Procurement
444 SW 2nd Avenue, 6th Floor
Miami, FL 33130
18. MISCELLANEOUS PROVISIONS:
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.
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
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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. Provider shall comply with all applicable laws, rules, and regulations in the performance
of this Agreement, including but not limited to licensure, registration, and certifications required bylaw
for the Services contemplated by this Agreement.
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. All changes and/or modifications to this Agreement shall be approved in advance and in writing
by the Office of the City Attorney as to legal form and correctness and executed in writing by the City
and the Provider.
F. Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
G. Nothing contained in this Agreement is in any way intended to be a waiver of the
limitation placed upon the Indemnitees' liability as set forth in Chapter 768, Florida Statutes.
Additionally, the Indemnitees do not waive sovereign immunity, and no claim or award against the
Indemnitees shall include attorney's fees, investigative costs, pre -suit or adjusting costs, or pre-
judgment interest.
19. SUCCESSORS AND ASSIGNS:
This Agreement shall be binding upon the parties hereto, their heirs, executors, legal
representatives, successors, or assigns, if any.
20. INDEPENDENT CONTRACTOR:
Provider has been procured and is being engaged to provide Services to the City as an
Independent Provider, and not as an agent or employee of the City. Accordingly, neither Provider, nor
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Docusign Envelope ID: CFEB9759-18CB-4BD6-A2CC-996F5891 D73F
City of Miami, Florida
its employees, nor any subcontractor hired by Provider 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. Provider further
understands that Florida Workers' Compensation benefits available to employees of the City are not
available to Provider, its employees, or any subcontractor hired by Provider to provide any Services
hereunder, and Provider agrees to provide or to require subcontractor(s) to provide, as applicable,
workers' compensation insurance for any employee or agent of Provider rendering Services to the City
under this Agreement. Provider further understands and agrees that Provider's or subcontractor(s)'
use or entry upon City properties shall not in any way change its or their status as an Independent
Contractor.The Provider does not have the power or authority to bind the City in any promise,
agreement, or representation other than specifically provided for in this Agreement.
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 to the Provider.
22. FORCE MAJEURE:
A "Force Majeure 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 in writing, within two (2) days of the Force Majeure Event, 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
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Docusign Envelope ID: CFEB9759-18CB-4BD6-A2CC-996F5891 D73F
City of Miami, Florida
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:
Provider hereby understands and agrees that in no event shall the City be liable for, or
responsible to Provider 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:
Provider understands and agrees that the City is not engaged in research for advertising, sales
promotion, or other publicity purposes. Provider 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 with the consent of the City Manager. The Provider 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.
25. NO CONFLICT OF INTEREST:
Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts
of interest, Provider hereby certifies to the City that to its knowledge no individual member of Provider,
no employee, and no subcontractor under this Agreement nor any immediate family member of any of
the same is also a city employee or a member of any board, commission, or agency of the City. Provider
hereby represents and warrants to the City that throughout the term of this Agreement, Provider, its
employees, and its subcontractors will abide by this prohibition of the City Code.
Provider additionally agrees during the term of this Agreement not to serve as a paid expert
witness, affiant or otherwise furnish evidence adverse to the City in a Claim brought against the City
by any third party.
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Docusign Envelope ID: CFEB9759-18CB-4BD6-A2CC-996F5891 D73F
City of Miami, Florida
26. NO THIRD -PARTY BENEFICIARY:
No persons other than the Provider 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 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. COUNTERPARTS AND ELECTRONIC SIGNATURES:
This Agreement may be executed in any number of counterparts, each of which so executed
shall be deemed to be an original, and such counterparts shall together constitute but one and the
same Agreement. The parties shall be entitled to sign and transmit an electronic signature on this
Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding
on the party whose name is contained therein. Any party providing an electronic signature agrees to
promptly execute and deliver to the other parties an original signed Agreement upon request.
[SIGNATURE PAGE FOLLOWS]
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Docusign Envelope ID: CFEB9759-18CB-4BD6-A2CC-996F5891 D73F
City of Miami, Florida
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.
"Provider"
APPROVED AS TO FORM AND
LEGALITY:
By:
t--DocuSigned by:
`-3BAFC01 B96A94ED...
Print Name: vilma Mesa
FLORIDA INTERNATIONAL UNIVERSITY
BOARD OF TRUSTEES
r
DocuSigned by:
By: f A, t tL( DD' L bt jaV'
7943ADE481 F B4E3...
Print Name: Elizabeth M. Bejar
Title: Associate General counsel Title: Provost
ATTEST:
DocuSignetl by:
By:
Signed by:
(Authorized Corporate Officer)
"City"
CITY OF MIAMI, FLORIDA
By: [u5ignetl by:
rf�.ur Novity,
uL�,��DazA
Todd B. Hannon, City Clerk Arthur Noriega, City Manager
APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE
AND CORRECTNESS:
By:
ADS
DocuSignetl by:
t-ory a)soa III
George K. Wysong III 24-2582
City Attorney
REQUIREMENTS:
DocuSignetl by:
By: [—Fr, l ow,vy
Ann -Marie Sharpe
Risk Management Director
DS
r
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Docusign Envelope ID: CFEB9759-18CB-4BD6-A2CC-996F5891 D73F
City of Miami, Florida
EXHIBIT "A"
SCOPE OF WORK
Purpose: The Executive Certificate in Leading for Performance Excellence comprises four
specialized training certifications and a workshop on Power Skills that Lead to Exceptional
Performance. This professional development program will offer training courses to develop and
implement process control and an integrated measurement system, and provide professional
development focused on the use of data. In addition to the technical training, the program will also
provide instruction on management and leadership skills for performance excellence. Trainers will
reference input from participants during class to create live examples relevant to the organization.
Training content meets FIU's rigorous academic standards and, via FIU's subcontractors, is
accredited by the International Accreditors for Continuing Education and Training (IACET).
A. Participants: This plan allows for accommodating 16 participants.
B. Deliverables:
1. Lean Six Sigma (LSS) Yellow Belt Training
2. Lean Six Sigma DMAIC Training
3. Project management for Lean Six Sigma Training
4. Management by Fact Training
5. Power Skills that Lead to Exceptional Performance Workshop (includes
development of a personalized Performance Improvement Plan)
C. Training Location:
All training will be conducted on -site at: Miami Fire Department Fire College
3425 Jefferson Street
Miami, FL 33133
Training materials will be shipped to this location to the attention of: Assistant Fire Chief
Arturo Gomez
D. Training Sessions Descriptions:
1. Lean Six Sigma (LSS) Yellow Belt: This is a foundational training which
introduces the learner to outcome and in -process measures, flow charts, waste
identification, data types (continuous and discrete), variation, sampling, line graphs,
histograms, Pareto charts, and an overview of the DMAIC method.
2. Power Skills that Lead to Exceptional Performance: This training identifies the
most important Power Skills to master in the workplace to promote accountability and to
learn how to think and act to achieve exceptional performance.
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Docusign Envelope ID: CFEB9759-18CB-4BD6-A2CC-996F5891 D73F
City of Miami, Florida
3. Lean Six Sigma DMAIC: This training is a deep -dive into the 5-step DMAIC
process improvement method and the 33 proprietary checkpoints. Each of the five steps
is thoroughly examined and additional tools are taught and applied including Selection
Matrix, Cost of Poor Quality, SMART statements, Cause and Effect diagrams, 5 Whys,
the Sources of All Root Causes, Risk Analysis, demonstrating results with the before and
after approach, Process Control Systems, and documentation of Lessons Learned.
4. Project Management for Lean Six Sigma: This training focuses on the eight key
Project Management tools applied during the Improve and Control steps of the DMAIC
method. Tools taught and applied in class include the Countermeasures Matrix, Work
Breakdown Structure, Risk Analysis, Project Action Plans, 3 types of Pilot Projects,
Lessons Learned, Process Control Systems, and Return on Investment (ROI).
5. Management by Fact: This is a leadership -level training with emphasis on leaders
with roles in process improvement, gap analysis, problem solving, and strategic action
planning. We recommend that the City of Miami Fire & Rescue leaders also take this
training to provide deeper insight into measurements and creating SMART objectives
and action plans.
E. Program Schedule: The FIU Executive Certificate in Leading for Performance
Excellence comprises five training sessions. Each training session will involve 8 hours of
live instruction, scheduled from 8:00 AM to 12:00 PM and 1:00 PM to 5:00 PM. Proposed
dates and times have been agreed upon with the client based on the availability of all
stakeholders participating in the program. Dates are subject to change upon the
approval of all stakeholders.
Live Training Session Title
Dates
Lean Six Sigma (LSS) Yellow Belt
Thursday, October 31, 2024
Power Skills that Lead to Exceptional Performance
Tuesday, November 12, 2024
Lean Six Sigma DMAIC
Tuesday, December 17, 2024
Project Management for Lean Six Sigma
Wednesday, December 18, 2024
Management by Fact
Thursday, December 19, 2024
F. Program Investment & Requirements:
Flat Fee of USD $38,800.00 required to do the program. This flat fee will
accommodate 16 participants to attend the program.
Prices shown are valid until 3/31/2025.
Certificates will not be distributed until full payment is received by FIU.
What is Included:
All training conducted by a LSS Master Black Belt and senior -level Subject Matter
Experts.
Program design, development, and delivery.
Program supervision by FIU Program Director.
Five (5) deliverables as detailed above.
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Docusign Envelope ID: CFEB9759-18CB-4BD6-A2CC-996F5891 D73F
City of Miami, Florida
• All course materials.
Certificates of Completion from FIU College of Business.
Faculty/Instructor Name:
Robert (Bob) H. Seemer
Mr. Seemer is a LSS Master Black Belt with operational experience in Industrial Engineering,
Managerial, and Leadership positions with Boeing, Florida Power & Light, and United Parcel
Service in manufacturing, power generation, maintenance management and engineering, and
logistics management. In addition to working with FIU Office of Executive Education in the delivery
of special assignments, Mr. Seemer is the founder and COO of Consulting Practices Competitive
Technologies and ets, Inc., both focused on organizational performance improvement through
leadership engagement and development, process management and re -engineering, and
strategic planning. Has written and e-published several books including Six Sigma for Educators
(2009) and The Problem Solver-9 editions (1991-2011). Actively involved in the Florida Sterling
Council for more than 20 years and has had extensive experience working with fire fighters and
EMTs. Specialties: Work Systems Design, Measurement Systems, Organizational Assessment,
Strategic Planning and Deployment, Process Management and Re -engineering, Lean Six Sigma,
Malcolm Baldrige Criteria for Performance Excellence, Applied Technology to improve productivity
of organizations and fragmented community networks.
Neal Whitten
Mr. Neal Whitten is a consultant, trainer, mentor, speaker and best-selling author in the areas of
leadership and soft skills, project management, team building and employee development. He has
more than 35 years of front-line leadership, project management and personal development
experience. Neal is a frequent presenter and keynote speaker at conferences, seminars,
workshops, and special events. He has developed dozens of leadership, project management and
personal development classes, and presented to many thousands of people from across hundreds
of companies, institutions and public organizations.
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Docusign Envelope ID: CFEB9759-18CB-4BD6-A2CC-996F5891 D73F
City of Miami, Florida
EXHIBIT "B"
COMPENSATION
Below is the payment schedule based on a cohort of 16 participants.
Date Due
Amount
50% of total amount due upon
execution of agreement
$19,400.00
Remaining 50% balance due within 45
days after services are fully rendered
$19,400.00
Total:
$38,800.00
Refund Policy: All fees are not refundable.
Docusign Envelope ID: CFEB9759-18CB-4BD6-A2CC-996F5891 D73F
City of Miami, Florida
EXHIBIT "C"
INSURANCE REQUIREMENTS
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE
The Provider is self -insured subject to the limitations and provisions of Section 768.28 of the Florida
Statutes.
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Docusign Envelope ID: CFEB9759-18CB-4BD6-A2CC-996F5891 D73F
City of Miami, Florida
EXHIBIT "D"
SEE ATTACHED DELEGATION OF
SIGNATURE OF AUTHORITY
Docusign Envelope ID: CFEB9759-18CB-4BD6-A2CC-996F5891 D73F
DocuSign Envelope ID: 6075F567-8E48-46B4-AE72-2C05CDFC2A67
FLORIDA
INTERNATIONAL
UNIVERSITY
SUB -DELEGATION OF SIGNATURE AUTHORITY
DELEGATEE
AMOUNT
EFFECTIVE DATE
Elizabeth M. Bejar
Provost, Executive Vice President and
Chief Operating Officer
Sr. Vice President, Academic and
Student Affairs
$1,000,000.00
February 16, 2023
SCOPE OF AUTHORITY
Approve and execute all agreements, and contracts for the procurement of goods and services, with a value not to
exceed the amount set forth above, and to sign all documents related thereto, for the benefit of the Office of the
Provost and the Division of Academic and Student Affairs.
Contracts must be processed in accordance with University procedures, including legal review by the Office of the
General Counsel.
AUTHORITY FOR DELEGATION
The Florida International University Board of Trustees Resolution dated April 18, 2019.
AUTHORITY TO SUB -DELEGATE TO DIRECT REPORTS
I
Yes
No
Any sub -delegations authorized under this memorandum are subject to the condition that (i) the delegator institutes
appropriate measures of control over the exercise of this power, and (ii) a copy of any delegation is provided to the
Office of the General Counsel for recordation in the University's official records.
By signing below you agree to be bound by the terms of this Delegation and related policies on Signature Delegation.
Elizabeth M. Bejar
DocuSigned by:
fIA)akfL Neir April 17 , 2023
7040ADC401 rf4C3...
Signature Date
APPROVAL
Kenneth A. Jessell
Presidennt
V-19`2°P
Sign ure
Date
This delegation of signature authority supersedes all previously delegated authority.
Office of the General Counsel -Rev. 4.6.15
Olivera, Rosemary
From: Gandarilla, Aimee
Sent: Monday, November 4, 2024 12:12 PM
To: Hannon, Todd
Cc: Olivera, Rosemary; Brown, Sadie; Roberts, Frankeetha
Subject: Executed Agreement FIU Program
Attachments: Agreement FIU Program (matter 24-2582).pdf
Good afternoon Todd,
Please find attached the fully executed copy of an agreement from DocuSign that is to be considered an
original agreement for your records.
Thank you,
Aimee) candcailiai
Procurement Assistant
City of Miami Procurement Department
444 SW 2nd Avenue, 6thfloor, Miami, FL 33130
P (305) 416-1906 F (305) 400-5073 E agandarilla@miami.gov
"Serving, Enhancing, and Transforming our Community"
i