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Alexander contract rev 12-12-12 with PKS CommentA CONTRACT FOR CITY MANAGER SERVICES This Contract for City Manager Services (“Agreement”) is entered into by and between the City of South Miami, Florida, a Florida municipality (the “City”) and Steven Alexander, (“Contractor”), jointly referred to as the Parties. WHEREAS, the City wishes to engage Contractor’s expertise to perform certain professional services for the City as well as effect a smooth transition relating to the former City Managers departure and the Contractor’s performing on an interim basis the duties and responsibilities of City Manager; and WHEREAS, the Parties, through mutual negotiations, have agreed upon a scope of services (City Manager) as defined by the City Charter and fee for the aforementioned services. NOW, THEREFORE, in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: Consulting Services. Contractor shall perform professional services for the City as requested by the City Commission specifically, the performance of the duties and responsibilities of the City Manager as provided in the City Charter, applicable state laws, and to perform such other legally permissible and proper duties and functions consistent with the office of City Manager as may be assigned by the City Commission from time to time (the “Services”) on an interim basis. Term. 2.1 This Agreement will become effective upon the execution of this Agreement by the parties and will continue for five (5) months (the "Term"). The Contractor may terminate this Agreement with immediate effect at any time during its term after giving fifteen (15) days notice in writing or by e-mail to the City Clerk and City Attorney. The City shall pay the Contractor any unpaid portion of the earned fee referenced in Paragraph 3 below, not later than thirty (30) days of such termination. Provided however, if the Contractor terminates the Agreement at any time after 90 days of execution he shall only receive an additional amount equivalent of two payments or $30,000 as a severance amount payable not later than thirty (30) days of such termination. 2.2 The City may terminate this Agreement at any time during its initial term, provided however, that any unpaid portion of the full flat earned fee referenced in Paragraph 3 below, be paid in full within thirty (30) days of such termination. 2.3 The Parties may choose to extend this Agreement on a monthly basis as mutually agreed in writing not less than thirty (30) days prior to the end of the initial five (5) month period. Consideration. In consideration of Contractor’s services rendered hereunder as set forth in paragraph 1, the City agrees to pay Contractor an earned flat fee of $75,000 60,000, payable in five (5) installments of $15,000 12,000 each month beginning upon January 1, 2013. Additionally, the Contractor will be entitled to use the office facilities and computer equipment currently assigned by the City to the City Manager. Contractor shall be responsible for paying any Federal, State, and/or Local Income taxes applicable to this compensation 4. Employment Recommendation. The City’s current elected officials agree that if any inquiry is made by a prospective employer of Contractor, they shall provide the prospective employer with a positive recommendation, or shall decline to discuss the matter and shall not make any derogatory comments about the Contractor. Governing Law. 5.1 This Agreement shall be construed in accordance with and governed by the laws of the State of Florida. Venue for any litigation arising out of this Agreement shall be proper exclusively in Miami-Dade County, Florida. 5.2 The Parties voluntarily waive any right to trial by jury in the event of any litigation between the Parties, which in any way arises out of this Agreement or the Services. The prevailing party in any dispute under this provision shall be entitled to reasonable attorneys' fees and costs. The attorney fees of the City Attorney shall not be limited to his contractual fee agreement with the City. Entire Agreement/Modification/Amendment. 6.1 This writing contains the entire Agreement of the parties and supersedes any prior oral or written representations. No representations were made or relied upon by either party, other than those that are expressly set forth herein. No agent, employee, or other representative of either party is empowered to modify or amend the terms of this Agreement, unless executed with the same formality as this document. There shall be no implied waiver due to any physical or verbal action or inaction on the part of the parties. This agreement in general and this paragraph in particular, shall not be modified, amended or waived except in writing signed by both parties. The waiver of any breach or default of any of the terms of this Agreement shall not act as a waiver of any subsequent breach or default. This agreement shall be binding upon the heirs, guardians, personal representatives and assigns of both of the parties. 7. Ownership and Access to Records and Audits. All records, books, documents, maps, data, deliverables, papers and financial information (the “Records”) that result from Contractor providing the services to the City under this Agreement shall be the property of the City. 8. Severability. If any term or provision of this Agreement shall to any extent be held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each remaining term and provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by law. 9. Independent Contractor. Contractor shall be an independent contractor and not an agent or employee of the City with respect to all of the services performed by and under the terms of this Agreement. This Agreement shall not in any way be construed to create a partnership, association or any other kind of joint undertaking, enterprise or venture between the parties. Contractor and his Corporation, Alexander Global Communications is a provider of many types of services and has ongoing contractual agreements with other entities and may from time to time increase or decrease the number of such contractual agreements which fact the City hereby acknowledges and shall allow provided the performance of such contractual agreements provided these responsibilities do not create a direct conflict of interest with the scope of this Agreement nor prevent or interfere with the Contractor from fulfilling his duties as City Manager to the City. 10. Compliance with Laws. Contractor shall comply with all applicable laws, ordinances, rules, regulations, and lawful orders of public authorities relating to the services rendered. 11. Waiver. The failure of either party to this Agreement to object to or to take affirmative action with respect to any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation or breach, or of any future violation, breach or wrongful conduct. 12. Survival of Provisions. Any terms or conditions of either this Agreement that require acts beyond the date of the term of the Agreement, shall survive termination of the Agreement, shall remain in full force and effect unless and until the terms or conditions are completed and shall be fully enforceable by either party. 13. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and such counterparts shall constitute one and the same instrument. Acknowledgment. Contractor acknowledges that he has carefully read and understands this Agreement and agrees that the City has not made any representations other than those contained herein. 15. Non-Disparagement. 15.1 The City, the City’s elected officials, the City’s staff and Contractor agree that they will not engage in any conduct or communications designed to disparage the other. 15.2 It is understood that this non-disparagement clause continues beyond the Term of this Agreement and will be effective in perpetuity. Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing and shall be delivered or sent, with the copies indicated, by personal delivery, electronic means such as facsimile transmission or e-mail or overnight delivery service (by a reputable national carrier) to the parties as follows (or at such other address as a party may specify by notice given pursuant to this Section): To City: Philip K. Stoddard, Ph. D. 6130 Sunset Drive South Miami, FL 33143-5093 With a copy to: Thomas F. Pepe, Esq. City Attorney 6130 Sunset Drive South Miami, FL 33143-5093 Maria M. Menendez, CMC City Clerk) 6130 Sunset Drive South Miami, FL 33143-5093 To Contractor: Steven Alexander Alexander Global Communications steven@alexanderglobalcommunicaitons.com All notices shall be deemed given and received one business day after their delivery to the addresses for the respective party, with the copies indicated, as provided in this Section. IN WITNESS WHEREOF, the Parties hereto have accepted, made and executed this Agreement upon the terms and conditions above stated on the date listed below. Witnessed: Steven Alexander By: _____________________________ _______ By: Print name: __________________________ Steven Alexander ATTESTED: CITY OF SOUTH MIAMI Signature: ____________________ By: ________________________ Maria Menendez Philip K. Stoddard City Clerk Mayor Read and Approved as to Form, Language, Legality and Execution Thereof: By: ________________________ City Attorney