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RESOLUTION NO. _____ _
A Resolution of the Mayor and City Commission of the City of South Miami,
Florida, approving a Contract between the City of South Miami and Steven
Alexander for City Manger Services.
WHEREAS, pursuant to Article II, Section 7 of the City of South Miami Charter the
Mayor and City Commission are vested with the power to appoint a City Manager; and,
WHEREAS, the City, by Resolution No . 244-12-13801 on November 29, 2012 approved
Mr. Steven Alexander as the best candidate to act as the City's temporary City Manager:
WHEREAS, the City Commission desires to enter into a contract with Steven Alexander
for City Manager Services for a term of five (5) months;
Now therefore be it resolved by the Mayor and City Commission of the City of
South Miami, Florida, that:
Section 1. The City Commission approves the attached Contract, between the City of
South Miami and Steven Alexander.
Section 2. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this _ day of ,2012.
ATTEST: APPROVED:
CITY CLERK MAYOR
READ AND APPROVED AS TO FORM
AND SUFFICIENCY :
CITY ATTORNEY
COMMISSION VOTE:
Mayor Stoddard:
Vice Mayor Liebman :
Commissioner Newman :
Commissioner Harris:
Commissioner Welsh :
J
A 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:
1. 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 perfonn such other
legally permissible and proper duties and fimctions 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.
2. Term.
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.
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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.
3. 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.
5. 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. • lee:. 01 ,he (It~ .\UtJA1'=j :.hellnul p,-.
sis eOfltraetHal fee agreemeflt wits tse City.
6. 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.
6.2 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.
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6.3 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.
Page 3 of6
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.
14. 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.
15. 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 ovemight 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):
Page 4 of6
To City:
With a copy to:
To Contractor:
Philip K. Stoddard, Ph. D .
Mayor
6130 Sunset Drive
South Miami, FL 33143-5093
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
Steven Alexander
Alexander Global Communications
steven@alexanderglobalcommunicaitons.com
I
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:
By: ________________ _
Print name:
ATTESTED:
Signature: _________ _
Maria Menendez
City Clerk
Steven Alexander
By: __________ _
Steven Alexander
CITY OF SOUTH MIAMI
By: ________________ __
Philip K. Stoddard
Mayor
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Read and Approved as to Form, Language,
Legality and Execution Thereof:
By: __________ _
City Attorney
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