Loading...
HomeMy WebLinkAboutCRA-R-06-0036 LegislationCity of Miami Legislation CRA Resolution City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 06-01472 Final Action Date: A JOINT RESOLUTION OF THE BOARDS OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST AND OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCIES ("CRAS"), WITH ATTACHMENT(S), AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH COLIN BAENZIGER & ASSOCIATES, TO CONDUCT A NATIONWIDE SEARCH FOR QUALIFIED CANDIDATES FOR THE POSITION OF EXECUTIVE DIRECTOR OF THE CRAS, IN AN AMOUNT NOT TO EXCEED $23,825; FURTHER AUTHORIZING PAYMENT OF EXPENSES CONNECTED WITH THE SEARCH IN AN AMOUNT NOT TO EXCEED $9,000; FUNDS IN THE AMOUNT OF $32,825 TO BE ALLOCATED FROM GENERAL OPERATING FUND, "BUDGET RESERVE," ACCOUNT CODE NO. 689004.550011.6.996. WHEREAS, the Southeast OvertownlPark West and Omni Redevelopment District Community Redevelopment Agencies' ("CRAs"), are in need of executive search services to fill the position of Executive Director; and WHEREAS, the CRAs have solicited three proposals for executive search services; and WHEREAS, the Boards of Commissioners wish to authorize the Executive Director to enter into a professional services agreement with Colin Baenziger & Associates for executive search services; NOW, THEREFORE, BE IT RESOLVED BY THE BOARDS OF COMMISSIONERS OF THE SOUTHEAST OVERTOWNIPARK WEST AND OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCIES OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The Executive Director is authorized to execute an agreement, in substantially the attached form, with Colin Baenziger & Associates, to conduct a nationwide search for qualified candidates for the position of executive director of the CRAs, in an amount not to exceed $23,825. Section 3. Payment of expenses connected with the search in an amount not to exceed $9,000 is authorized. Section 4. Funds are to be allocated from General Operating Fund, "Budget Reserve," Account Code No. 689004.550011.6.996. Section 5. This Resolution shall become effective immediately upon its adoption. City of Miami Page 1 of 2 Printed On: 9/18/2006 File Number: 06-01472 APPROVED AS TO FORM AND CORRECTNESS: JORGE If GENERAL COUNSEL City of Miami Page 2 of 2 Printed On: 9/18/2006 PROFESSIONAL SERVICES AGREEMENT This Agreement is entered into this day of September, 2006 by and between THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, hereafter collectively referred to as "CRA" or "Agency," and Colin, Baeziger & Associates, hereafter referred to as "Provider." RECITALS: A. In connection with the proposed hiring of a new Executive Director, the Agency has requested proposals for the provision of executive search services ("Services") and Provider's proposal ("Proposal"), in response thereto, has been selected as one of the most qualified proposals for the provision of particular services under the Scope of Services set forth in Attachment A (hereinafter collectively referred to as the "Services"). The Agency's request and the Provider's Proposal are sometimes referred to herein, collectively, as the "Solicitation Documents", and are by this reference incorporated into and made a part of this Agreement. B. After review and consideration the, Provider's proposal was recommended to the Agency's Board of Commissioners (the "Board"), and the Board by Resolution No. , adopted on , 2006, approved the selection of Provider as one of the qualified proposers and authorized the Interim Executive Director Draft #2 Form 1 to execute a professional services agreement, under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Provider and the Agency agree as follows: TERMS: 1. RECITALS AND INCORPORATIONS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The Services are hereby incorporated into, made a part of this Agreement, and attached hereto as Attachment "A". The Compensation is hereby incorporated into, made a part of this Agreement, and attached hereto as Attachment "B". The Insurance Requirements are hereby incorporated into, made a part of this Agreement, and attached hereto as Attachment "C". Provider's corporate/limited liability company/professional association resolution is hereby incorporated into, made a part of this Agreement and attached hereto as Attachment "D". The Board's authorizing Resolution No. is hereby incorporated into, made a part of this Agreement and attached hereto as Attachment "E". 2. TERM: The term of this Agreement shall be until the position is filled unless terminated earlier as provided herein. 3. Not Used 4. SCOPE OF SERVICES: A. Provider agrees to provide the Services as specifically described, and under the special terms and conditions set forth in Attachment "A" hereto. B. Provider represents and warrants to the Agency and to the City of Miami (the "City") that: (i) it possesses all qualifications, licenses and expertise required under Draft #2 Form 2 the Solicitation Documents for the performance of the Services; (ii) it is not delinquent in the payment of any sums due to the Agency or to the City, including payment of permit fees, occupational licenses, etc., nor in the performance of any obligations 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 Attachment "A" and for the budgeted amounts, rates, and schedules described in Attachment "B"; 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. C. Provider's authorized Services Coordinator ("Services Coordinator") shall be Colin Baenziger. Should the Services Coordinator deemed acceptable by the Agency leave Provider's firm for any reason, the Agency and Provider will work together regarding the consideration of an acceptable replacement to be provided by Provider. The Agency reserves the right to accept or reject any change of Services Coordinator and/or any other proposed Services Coordinator. Provider shall give at least thirty (30) days advance written notice to the Agency of any intent to change the Services Coordinator. The Agency shall have the right to receive pertinent information from Provider and Provider shall provide such pertinent information about the proposed individuals at the time of such notice of intent to change. In the event that Provider changes the Services Coordinator, it is the intent of the parties to this Agreement that the Agency should not be penalized by such change D. Provider shall at all times provide fully qualified, competent, and capable employees to perform the Services under this Agreement. The Agency may Draft #2 Form 3 require Provider to remove any employee the Agency deems careless, incompetent, insubordinate, or otherwise objectionable and whose continued Services under this Agreement are not in the best interest of the Agency. Each of Provider's employees shall have and present proper identification. 5. COMPENSATION: A. The amount of compensation payable by the Agency to Provider shall be based on the rates and schedules and budgeted amounts described in Attachment "B" hereto, which by this reference is incorporated into this Agreement; provided, however, that in no event shall the total amount of compensation exceed Twenty -Three Thousand, Eight Hundred Twenty -Five Dollars and No Cents ($23,875) plus approved expenses. B. Unless otherwise specifically provided in Attachment "B", payment shall be made in arrears within forty five (45) days after receipt of Provider'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 Agency and/or the City require one to be performed. If Provider is entitled to reimbursement of travel expenses and/or any other business -related expenses (i.e. Attachment `B" then designates and includes travel expenses and/or any other business - related expenses as a specific item of compensation), then all bills for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes, Invoices shall be sufficiently detailed so as to comply with the "Florida Prompt Payment Act" and other applicable laws. No advance payments shall be made at any time. C. Absent an amendment to this Agreement in conformance with Resolution No. , additional services and expenses are not included in this Draft #2 Form 4 compensation and shall only be provided upon a written amendment entered into by the Agency and Provider and approved by the Board. The Agency shall not be liable for any costs, fees, expenses or charges beyond the total amount of compensation and approved expenses, if any, specified in this subsection for the Scope of Services referenced in Attachment "A" and compensation in Attachment "B". The Agency shall not be liable for any cost, fee, reimbursement expense or other liability beyond the stated maximum. D. Provider agrees and understands that (i) any and all subcontractors providing Services related to this Agreement shall be paid through Provider and not paid directly by the Agency or 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 Interim Executive Director or his/her designated representative. Provider shall not be paid (i) for any work performed outside the Services set forth in Attachment A for this Agreement, or (ii) for any work performed by any of Provider's employees or subcontractors not otherwise previously authorized by the Interim Executive Director or his/her designated representative. 6. OWNERSHIP OF DOCUMENTS: Provider understands and agrees that any information, document, report or any other material whatsoever which is given by the Agency or the City, as applicable, to Provider or which is otherwise obtained or prepared by Provider pursuant to or under the terms of this Agreement is and shall at all times remain the property of the Agency or the City, as applicable. Provider agrees not to use Draft #2 Form 5 any such information, document, report or material for any other purpose whatsoever without the written consent of the Agency or the City, as applicable, which may be withheld or conditioned by the Agency or the City, as applicable. The Agency shall maintain and retain ownership of any and all documents which result upon the completion of the Services under this Agreement. 7. AUDIT AND INSPECTION RIGHTS: A. The Agency and/or the City may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the Agency to Provider under this Agreement and any extensions hereof, audit, or cause to be audited, or cause to be audited and inspected, those books, documents, papers, and records of Provider which are related to Provider's performance under this Agreement for the purpose of audit, examination, excerpts, and transcripts. Provider agrees to maintain 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. Provider's failure to adhere to, or refuse to comply with, this condition shall result in the immediate cancellation of this Agreement by the Agency. B. The Agency and/or the City may, at reasonable times during the term hereof, inspect Provider's facilities and undertake such inquiries and reviews, as the Agency and/or the City deems reasonably necessary, to determine whether the Services required to be provided by Provider under this Agreement conform to the terms hereof and/or the terms of the Solicitation Documents, if applicable. Provider shall make available to the Agency and/or the City, as applicable, all reasonable facilities and assistance to facilitate the inquiries, reviews, and/or inspections by Agency and/or City Draft #2 Form 6 representatives. All inquiries, reviews, and inspections shall be subject to, and made in accordance with, the provisions of the Code of the City of Miami, Florida, as same may be amended or supplemented, from time to time. 8. AWARD OF AGREEMENT: Provider represents and warrants to the Agency and to the City that it has not employed or retained any person or company employed by the Agency and/or 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. 9. PUBLIC RECORDS: Provider understands that the public shall have access, at all reasonable times, to all documents and information pertaining to Agency and to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the Agency and/or the City, as applicable, and the public to all documents subject to disclosure under applicable law. Provider's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the Agency. 10. COMPLIANCE WITH FEDERAL. STATE AND LOCAL LAWS: Provider understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. The Agency and Provider agree to comply with and observe all applicable laws, codes and ordinances as they may be amended from time to time. Draft #? Form 7 Provider further agrees to include in all of Provider's agreements with employees and subcontractors for any Services related to this Agreement this provision requiring employees and 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. 11. INDEMNIFICATION: Provider shall indemnify, defend and hold harmless the Agency, the City and their respective officials, employees and agents (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attomey'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 Provider or its employees, agents or subcontractors (collectively referred to as "Provider"), 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 Indemnitees, or any of them or (ii) the failure of the Provider to comply with any of the paragraphs herein or the failure of the Provider 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. Provider expressly agrees to indemnify 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 Provider, or any Draft #? Form 8 of its subcontractors, as provided above, for which the Provider's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. Provider 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 or indirectly to Provider's performance under this Agreement, compliance with which is left by this Agreement to Provider, and (ii) any and all claims, and/or suits for Services and materials furnished by Provider or utilized in the performance of this Agreement or otherwise. Provider shall hold harmless, defend, and indemnify the Agency and the City for any errors in the provision of services and for any fines which may result from the fault of Provider, its employees, agents, or subcontractors. Provider's obligations to indemnify, defend and hold harmless the Indemnitees shall survive the termination of this Agreement. Provider 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 Provider throughout the duration of this Agreement and that this provision shall survive the termination of this Agreement. 12. DEFAULT: If Provider fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then Provider shall be in default. Upon the occurrence of a default hereunder the Agency, in addition to all remedies available to it by law, may immediately, upon written notice to Provider, Draft #2 Form 9 terminate this Agreement whereupon all payments, advances, or other compensation paid by the Agency to Provider while Provider was in default shall be immediately returned to the Agency. Provider understands and agrees that termination of this Agreement under this section shall not release Provider from any obligation accruing prior to the effective date of termination. Should Provider be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Provider shall be liable to the Agency for all expenses incurred by the Agency in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the Agency in the re -procurement of the Services, including consequential and incidental damages. 13. RESOLUTION OF CONTRACT DISPUTES: Provider understands and agrees that all disputes between Provider and the Agency based upon an alleged violation of the terms of this Agreement by the Agency shall be submitted to the Interim Executive Director for his/her resolution, prior to Provider 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 Interim Executive Director's decision shall be approved or disapproved by the Board. Provider shall not be entitled to seek judicial relief unless: (i) it has first received Interim Executive Director's written decision, approved by the Board 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 Interim Executive Director a detailed statement of the dispute, accompanied by all supporting documentation (ninety (90) days if the Interim Executive Director's decision is subject to Board approval); or (iii) the Agency Draft #2 Form 10 has waived compliance with the procedure set forth in this section by written instruments, signed by the Interim Executive Director. 14. AGENCY'S TERMINATION RIGHTS: The Agency shall have the right to terminate this Agreement for convenience, in its sole discretion, at any time, by giving written notice to Provider at least five (5) business days prior to the effective date of such termination. In such event, the Agency shall pay to Provider compensation for services rendered and expenses incurred prior to the effective date of termination. In no event shall the Agency be liable to Provider for any additional compensation, other than that provided herein, or for any consequential or incidental damages. 15. INSURANCE: A. Provider shall, at all times during the term hereof, maintain such types and amounts of insurance coverage(s) as may be required by the Agency. The Provider shall add the Agency and the City as an additional named insureds when requested. Provider shall correct any insurance certificates as requested by the Agency. All such insurance, including renewals, shall be subject to the approval of the Agency for adequacy of protection and evidence of such coverage(s) shall be furnished to the Agency and to the City's Risk Management Director on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled, modified, or changed during the performance of the Services under this Agreement without thirty (30) calendar days prior written notice to the Agency. Completed Certificates of Insurance shall be filed with the Agency and the City's Risk Management Director prior to the performance of Services hereunder, provided, however, that Provider shall at any time upon request 11 Draft #2 Form file duplicate copies of the policies of such insurance with the Agency and/or the City's Risk Management Department. B. If, in the judgment of the Agency prevailing conditions warrant the provision by Provider of additional liability insurance coverage or coverage which is different in kind(s) or amounts, the Agency reserves the right to require the provision by Provider of an amount of coverage different from the amounts or kind(s) 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 Agency's and/or the City's written notice(s), this Agreement shall be considered terminated on the date that the required change in policy coverage N4auld otherwise take effect. C. 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 subject to the approval of the Agency throughout the duration of this Agreement. D. 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 Draft #2 Form 12 expire during the term of this Agreement and any extension hereof, Provider shall be responsible for submitting new or renewed insurance certificates to the Agency a minimum of ten (10) calendar days in advance of such expiration. 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 Agency may suspend this Agreement until such time as the new or renewed certificate(s) are received in acceptable form by the Agency; or (ii) the Agency may, at its sole discretion, terminate the Agreement as provided in the default provisions above. E. Compliance with the foregoing insurance requirements shall not relieve Provider of its liabilities and obligations under this Agreement. 16. NONDISCRIMINATION: Provider represents and warrants to the Agency and 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, 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, 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. 17. MINORITY AND WOMEN BUSINESS AFFAIRS AND PROCUREMENT PROGRAM: The City has established a Minority and Women Business Affairs and Procurement Program (the "M/WBE Program") designed to increase the volume of City procurement and contracts with Blacks, Hispanic and Women -owned business. The Draft #2 Form 13 M/WBE Program is found in Ordinance No. 10062, a copy of which has been delivered to, and receipt of which is hereby acknowledged by, Provider. Provider understands and agrees that the Agency shall have the right to terminate and cancel this Agreement, without notice or penalty to the Agency, and to eliminate Provider from consideration and participation in future Agency contracts if Provider, in the preparation and/or submission of the Proposal, submitted false or misleading information as to its status as BIack, Hispanic and/or Women owned business and/or the quality and/or type of minority or women owned business participation. 18. ASSIGNMENT: This Agreement shall not be assigned by Provider, in whole or in part, without the prior written consent of the Agency, which may be withheld or conditioned, in the Agency's sole discretion. 19. 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 PROVIDER: Colin Baenziger, Principal 12970 Dartford Trail, Suite 8 Wellington, Florida, 33414 Draft #2 Form TO THE AGENCY: James Villacorta, Interim Executive Director SEOPW & Omni Community Redevelopment Agency 49 N.W. 5tn Street Miami, Florida 33130 14 TO THE CITY: City Manager City of Miami 444 SW 2"d Avenue, 10th Floor Miami, Florida 33130 With copies to: Jorge L. Fernandez, Esq. CRA General Counsel 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33130 20. 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. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. 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. D. Should any provision contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the Draft #2 Form 15 laws of the State of Florida or the City of Miami, such provision shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then 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. E. Provider 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 providers. F. This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing, authorized by the Board, and executed by properly authorized representatives of the parties hereto. 21. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 22. INDEPENDENT CONTRACTOR: Provider has been procured and is being engaged to provide services to the Agency as an independent contractor, and riot as an agent or employee of the Agency or the City. Accordingly, Provider shall not attain, nor be entitled to, any rights or benefits under the Agencies policies and procedures, 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 Agency and the City are not available to Provider, and agrees to provide workers' compensation insurance for any employee or agent of Provider rendering services to the Agency under this Agreement. Draft #2 Form 16 Provider further understands and agrees that Provider's or subcontractors' use or entry upon Agency and/or City properties shall not in any way change its or their status as an independent contractor. 23. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice. 24. Not Used. 25. NEITHER AGENCY NOR CITY LIABLE FOR DELAYS: Provider hereby understands and agrees that in no event shall the Agency and/or the City be liable for, or responsible to Provider or any subcontractor, or to any other person, firm, or entity on account of any delay(s). 26. USE OF NAME: Provider understands and agrees that neither the Agency nor the City is 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 Agency and the City. The Provider agrees to protect any confidential information provided by the Agency or the City, as applicable, and will not release information of a specific nature without prior written consent of the Interim Executive Director or Board for the Agency regarding Agency information nor without prior written consent of the City Manager or the City Commission regarding City information. 27. NO CONFLICT OF INTEREST: Pursuant to City of Miami Code Section 2- 611, as amended ("City Code"), regarding conflicts of interest, Provider hereby certifies Draft #2 Form 17 to the Agency and the City that 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 member of any board, commission, or agency of the Agency and of the City. Provider hereby represents and warrants to the Agency and the City that throughout the term of this Agreement, Provider, its employees and its subcontractors will abide by this prohibition of the City Code. 28. NO THIRD -PARTY BENEFICIARY: No persons other than the Provider and the Agency (and their successors and assigns) shall have any rights whatsoever under this Agreement. 29. 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. 30. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND WARRANTY: Provider hereby certifies, represents and warrants to the Agency and the City that on the date of Provider's execution of this Agreement and so long as this Agreement shall remain in full force and effect, the fee rates and schedules and other factual unit costs supporting the compensation to Provider under this Agreement are and will continue to be accurate, complete, and current. Provider understands, agrees and acknowledges that the Agency shall adjust the amount of the compensation and any additions thereto to exclude any significant sums by which the Agency determines the contract price of compensation hereunder was increased due to inaccurate, incomplete, or non -current fee rates and schedules and other factual unit costs. All such contract Draft #2 Form 18 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. 31. COUNTERPARTS: This Agreement may be executed in three or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. 32. Not Used. 33. REAFIRMATION OF REPRESENTATIONS: Provider hereby reaffirms all of the representations contained in its Proposal submitted to the Agency. 34. 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. SOUTHEAST OVERTOWNIPARK WEST COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA" or "Agency") ATTEST: B y: Priscilla A. Thompson James H. Villacorta Clerk of the Board Interim Executive Director Draft #2 Form 19 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA" or "Agency") ATTEST: B y: Priscilla A. Thompson James H. Villacorta Clerk of the Board Interim Executive Director "Provider" ATTEST: Colin Baenziger & Assocaiates, a sole proprietorship By: Print Name: Print Name: Colin Baenziger Title: Corporate/LLC/PA Secretary Title: President/Principal/Partner APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Jorge L. Fernandez LeeAnn Brehm, Risk Management Director General Counsel Draft #2 Form 20 ATTACHMENT A Scope of Services (See proposal) 21 ATTACHMENT B Compensation (See proposal) 22 ATTACHMENT C Insurance Requirements (See proposal) 23 ATTACHMENT D Provider's Corporate/Limited Liability Company/Professional Association Resolution (if applicable) To be attached at time of document execution Draft #2 Form 24 ATTACHMENT E Agency Resolution No. , adopted 2006 To be attached at time of document execution Draft #2 Form 25