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HomeMy WebLinkAbout25195AGREEMENT INFORMATION AGREEMENT NUMBER 25195 NAME/TYPE OF AGREEMENT WYNWOOD BUSINESS IMPROVEMENT DISTRICT & MANNY GONZALEZ DESCRIPTION EXPERT CONSULTANT AGREEMENT/ASSIST THE BID WITH THE OPERATIONS OF THE BID/MATTER ID: 24-2240/#63 EFFECTIVE DATE September 10, 2024 ATTESTED BY TODD B. HANNON ATTESTED DATE 9/20/2024 DATE RECEIVED FROM ISSUING DEPT. 9/24/2024 NOTE a5(a5 EXPERT CONSULTANT AGREEMENT BETWEEN THE WYNWOOD BUSINESS IMPROVEMENT DISTRICT AND MANNY GONZALEZ This EXPERT CONSULTANT AGREEMENT ("Agreement") is made and entered into this 10`h day of September, 2024, effective upon signature (the "Effective Date"), by and between the WYNWOOD BUSINESS IMPROVEMENT DISTRICT, a municipal board of the City of Miami ("BID"), and MANNY GONZALEZ, an individual over the age of 21 ("Expert Consultant"). The BID and Expert Consultant may each be referred to individually as a "Party" or collectively as the "Parties." WITNES SETH: WHEREAS, the BID from time to time retains individuals acting as independent contractors on a contractual basis for a specific term to perform certain specialized and defined tasks for the BID and which tasks, by their nature, require independent and autonomous judgment; and WHEREAS, the BID requires the services of MANNY GONZALEZ to assist the BID with the operations of the BID; and WHEREAS, the BID through its Board has deemed the Expert Consultant qualified in accordance with Sections 18-72,18-73, and 18-116 of the Code of the City of Miami, Florida, as amended ("City Code"), and the Expert Consultant agrees to perform the Services as defined and described herein; NOW, THEREFORE, pursuant to Sections 18-72, 18-73, and 18-116 of the City Code, the parties in consideration of the mutual obligations expressed herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, the BID and the Expert Consultant agree as follows: TERMS Section 1. Recitals and Incorporations, The foregoing recitals are true and correct and hereby incorporated into and made a part of this Agreement. Section 2. Scope of Services. The BID shall retain the Expert Consultant and assign Expert Consultant to the BID's Executive Director's office through which Expert Consultant shall perform the Scope of Services ("Services") outlined in Exhibit "A" hereto, which is incorporated by reference and made a part of this Agreement, and such other tasks as may from time to time be assigned. The Expert Consultant represents to the BID that Expert Consultant is now, upon execution of this Agreement, and shall at all times during the term of this Agreement remain fully qualified, competent, and capable to perform the Services under this Agreement. ,Section 3. Remuneration. Audit and Inspection. A. The Parties agree that Expert Consultant shall be paid a total amount not to exceed One Hundred Seven Thousand, Six Hundred Sixty -Six and 67/100 Dollars ($ 107,666.67), to be paid in bi-weekly installrnents for a period not to exceed seven months (7) months. The BID shall also pay for one hundred percent (100%) of Expert Consultant's health insurance premiums for seven (7) months. B. Any Additional Services in excess of the Services outlined in Exhibit "A", shall be negotiated and pre -approved in writing by the BID Executive Director or designee, prior to the Additional Services being rendered. The Expert Consultant will provide a detailed invoice. C. The Expert Consultant shall not be entitled to any employment emoluments and, as such, the Expert Consultant shall be required to complete Internal Revenue Services ("IRS") Form W-9, prior to execution of this Agreement. Further, the Expert Consultant expressly acknowledges that Expert Consultant shall not acquire status, benefits, or rights as a City of Miami ("City") or BID employee, temporary or permanent, classified or unclassified, by virtue of this Agreement. The Expert Consultant shall provide the Executive Director with the completed IRS Form W-9 at the time of execution of the Agreement. D. Notwithstanding any other section or provision of this Agreement to the contrary, pursuant to the Florida Prompt Payment Act, payment will be made within forty-five (45) days after receipt of Expert Consultant's invoice, which shall be accompanied by a monthly report detailing the hourly work completed and contain sufficient supporting documentation and sufficient detail, to allow proper audit of expenditures, should the BID require one to be performed. E. The BID may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the BID to the Expert Consultant under the Agreement, audit, cause to be audited, inspect or cause to be inspected, those books and records of the Expert Consultant which are related to Expert Consultant's performance under the Agreement. The Expert Consultant agrees to maintain such books and records at a location within the BID for a period of three (3) years after final payment is made under the Agreement. Section 4. T rm. The initial term of this Agreement shall commence on February 10, 2025, and shall continue until September 10, 2025, unless earlier terminated herein. Section 5. Termination. The Parties agree that this Agreement shall terminate on September , 2025. Section 6. Relationship Between Parties. A. Expert Consultant, under the terms and conditions of this Agreement, is an 3 independent contractor and not an BID or City employee. Expert Consultant is an independent contractor, Expert Consultant shall not be entitled to any employment emoluments. The Expert Consultant shall work remotely and shall use his own materials, supplies, and equipment to complete the Services contemplated in this Agreement and shall not have access or use of City or BID property, equipment, or facilities during the terrn of this Agreement. B. Other than as legally required by Expert Consultant in rendering their professional opinion(s), all other documents, .information, materials, reports, and work products developed by the Expert Consultant in performing the Services pursuant to this Agreement are, and shall remain, the property of the City or the BID. Expert Consultant understands and agrees that any information, document, report, materials, work products, or any other material whatsoever which is given by the City or the BID to Expert Consultant, or which is otherwise obtained or prepared by Expert Consultant pursuant to, or under the terms of this Agreement, is and shall at all times remain the property of the City or the BID. Expert Consultant agrees not to use any such information, document, report, work product, or material for any other purpose whatsoever without the written consent of the City or the BID, which may be withheld or conditioned by the City or BID, as applicable, in its sole discretion. C. Expert Consultant shall work with the BID to develop and undertake the schedule necessary to provide the Services as needed by the BID. Expert Consultant acknowledges that working with the BID to provide necessary scheduling for the Services does not alter their status as an independent contractor and Expert 4 Consultant acknowledges and understands that compensation payment for their tune is based upon the standards required by the IRS for payments to an independent contractor. Section 7. Indemnification. The Expert Consultant shall indemnify, hold and save harmless, and defend (at its own cost and expense), the BID and the City of Miami, their officers, agents, directors, and/or employees, from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attomey's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Expert Consultant and persons employed or utilized by Expert Consultant in the performance of this Agreement. Expert Consultant shall further indemnify, save and hold harmless, and defend (at its own cost), the BID and the City and their officials anchor employees against any civil actions, statutory or similar claims, injuries or damages arising or resulting from the Services, even if it is alleged that the BID, the City, their officials, and/or employees were negligent. If any action or proceeding is brought against the BID or the City by reason of any such claim or demand, the Expert Consultant shall, upon written notice from the BID, resist and defend such action or proceeding by counsel satisfactory to the BID and the City. The Expert Consultant expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Expert Consultant shall in no way limit the responsibility to indemnify, keep and save harmless and defend the BID, the City or their officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate the Expert Consultant to defend, at its own expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the BID's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the BID or the 5 City, whether performed by the Expert Consultant, or persons employed or utilized by Expert Consultant. These duties will survive the cancellation or expiration of the Agreement. This Section will be interpreted under the laws of the State of Florida. Expert Consultant shall require all sub -consultant agreements to include a provision that each subconsultant will indemnify the BID and the City in substantially the same language as this Section. The Expert Consultant agrees and recognizes that the BID and the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Expert Consultant in which the BID and the City participated either through review or concurrence of the Expert Consultant's actions. In reviewing, approving or rejecting any submissions by the Expert Consultant or other acts of the Expert Consultant, the BID and the City, in no way, assume or share any responsibility or liability of the Expert Consultant under this Agreement. Ten dollars ($10.00) of the payments made by the BID constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Expert Consultant. Section 8. Intentionally Omitted Section 9. Nondiscrimination. The Expert Consultant represents and warrants to the BID that Expert Consultant does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Expert Consultant's performance under this Agreement on account of race, color, gender, religion, age, disability, sexual orientation, marital status, or national origin. Expert Consultant further covenants that no otherwise qualified individual shall, solely by reason of their race, color, gender, religion, age, disability, sexual orientation, marital status, or national origin, be excluded from participation in, be denied services, or be subject to 6 discrimination under any provision of this Agreement. Section 10. Non -Assignment, Successors, and Assigns. The Expert Consultant's professional services are unique in nature and are not assignable. Expert Consultant shall also not employ subconsultants or employ such other individuals to complete the Services contemplated in this Agreement. Section 11. Ownership of Documents, The Expert Consultant understands and agrees that any information, document, report, plans, budget, or any other material whatsoever which is given by the City or the BID or on behalf of the City or the BID to .Expert Consultant pursuant to or under the terms of this Agreement is, and shall at all times remain, the property of the City or the BID. Expert Consultant agrees not to use any such information, document, report, plans, budget or other materials without the written consent of the City or the BID, which consent may be withheld or conditioned by the City or the BID, as applicable, as the owner thereof. Section 12. Public Records, A. Expert Consultant understands that the public shall have access, at all reasonable times, to all documents and information pertaining to BID contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the BID and the public to all documents subject to disclosure under applicable law. Consultant's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the BID. B. Expert Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keeping and maintaining public records that ordinarily and necessarily would be required of the BID to perform this Service; (2) upon request from the BID's custodian of public records, provide 7 the BID with a copy of the requested records or allow the records to be inspected or copied 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 Agreement term and following completion of the Agreement if Expert Consultant does not transfer the records to the BID; (4) upon completion of the Agreement, transfer, at no cost, to the BID all public records in possession of the Expert Consultant or keep and maintain public records required by the BID to perform the Service, if the Expert Consultant transfers all public records to the BID upon completion of the Agreement, the Expert Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, if the Expert Consultant keeps and maintains the public records upon completion of the Agreement, the Expert Consultant shall meet all applicable requirements for retaining public records, all records stored electronically must be provided to the BID, upon request from the BID's custodian of public records, in a format that is compatible with the information technology systems of the BID. Notwithstanding the foregoing, Expert Consultant 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 Expert Consultant determine to dispute any public access provision 8 required by Florida Statutes, then Expert Consultant shall do so in accordance with the provisions of Chapter 119, Florida Statutes, at its own expense and at no cost to the BID. IF THE EXPERT CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE EXPERT CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (786) 615-8828, OR REGULAR MAIL AT 118 NW 25 STREET, MIAMI, FL 33127. THE EXPERT CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE BID WHO IS ADMINISTERING THIS AGREEMENT. Section 13. Approval of Agreement. Expert Consultant understands that this agreement is effective only after a majority vote of the BID Board approving this Agreement and that the BID and City cannot agree to and will not sign this Agreement until after such vote occurs. Section 14. Compliance with Fe eral, State, and Local Laws. The Expert Consultant understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to open public meetings, public records, conflicts of interest, procurement procedures, record keeping, etc. Expert Consultant agrees to comply with, and to observe all applicable laws, codes and ordinances, as they inay be amended from time to time. Section 15. Notices. All notices or other communications required under this Agreement shall be 9 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 U.S. Mail, on the fifth (5'1i) calendar day after being posted or the date of actual receipt, whichever is earlier. To Expert Consultant: To BID: With a copy to: Manny Gonzalez 2560 SW 27 Avenue Apt. 703 Miami, FL 33133 E-Mail:iipanzeriv@gmail.com Wynwood Business Improvement District 118 NW 25 Street Miami, FL 33127 Attn: Interim Executive Director Office of the City Attorney City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, FL 33130 Attn: George K. Wysong III, City Attorney Section 16. Other Agreement% Nothing in this Agreement shall effect the obligations, rights, or remedies of the Expert Consultant or the BID pursuant to any other agreement between the parties or any other agreement not contemplated herein. Section 17. Severability. If this Agreement contains any provision found to be unlawful, the same shall be deemed to be of no effect and shall be deemed stricken from this Agreement without affecting the binding force of this Agreement as it shall remain after omitting such provision. A. The Agreement shall be construed and enforced according to the laws of the State of Florida. The parties hereto agree that venue for all federal state, and local hatters, if any, arising under the Agreement shall be in the applicable respective federal, state, and/or local courts located 10 in Miami -Dade County, Florida. 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. Each Party shall pay its own costs and attorney's fees. B. Should any provision, paragraph, sentence, word, or phrase contained in the Agreement be detennined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable under the law of the United States of America, 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 the Agreement shall remain unmodified and in full force and effect or limitation of its use. C. No waiver or breach of any provision of the Agreement shall constitute a waiver of any other breach or of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. D. The Agreement constitutes the sole and entire agreement between the parties hereto relating to the subject matter hereof and correctly sets 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 the Agreement, including the Exhibits hereto, are of no force and effect. No modification to, supplement of, deletion from, amendment or addition to the Agreement shall be valid unless in writing and executed by the properly authorized representatives of the parties hereto. Section 19. Survival. The parties acknowledge that the obligations in this Agreement will survive 11 the term, termination, and cancellation hereof. Accordingly, the respective obligations of the Expert Consultant and the BID under this Agreement shall survive termination, cancellation, or expiration hereof. Section 20. Counterparts: Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrurnent. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. 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 TO FOLLOW*** 12 ATTEST: By: . d B. H n City Arthur 1Cloriega V; Eit Manager, City of Miami Date I abaLl WYNWOOD BUSINESS IMPROVEMENT DISTRICT, a municipal corporation of the City of Miami ("BID") APPROVED AS TO FORM AND CORRECTNESS: APPROVED AS TO INSURANCE REQUIREMENTS: George K. . ng III, City Attorney O Ann -Marie Sharpe, Dir- • or Zy Risk Management By: Interi utive Director, BID EXPERT CONS ANT ( NY GONZALEZ): Signature: Print Name: Manny Gonzalez STATE OF FLORIDA ) COUNTY OF MIAM1-DARE) SS: ON THIS c ' , day of $ 2024, before me, by means of "physical presence or _ online notarization, personally appeared GONZALEZ, personally known to me or has produced a Florida Driver's License No. t52A-510 -?0'3?5-0 as identification, and is the person who executed the foregoing Acknowledgment and Waiver And Release Agreement, and acknowledge that he/she executed the foregoing as his/her free act and deed. SIGNA - PRINT 4 -5 13 1 Notary Public State of Florida l Tania L. Mickens len=My H 198792ion 1 Exp.11/15/2025 ao5 EXHIBIT "A" SCOPE OF SERVICES Upon the written request of the Interim, Acting, or Permanent Executive Director of the BID (collectively, "Executive Director"), and upon a mutually agreed date and time, the Expert Consultant shall provide advice and support to the Executive Director as it relates to the activities, procedures, processes, contracts, events, and/or any other matters within the scope of the Executive Director's duties, on any matters that relate to the powers and duties of the BID pursuant to Chapter 2, Article XI, Division 21 of the City Code or any other applicable provisions of law or the City Code, and/or that relate to the successful operation of the BID. Expert Consultant shall communicate directly with and only with the Executive Director. In completing any Services contemplated in this Agreement, Expert Consultant shall not communicate directly with or meet individually with City or BID Board Members, staff, vendors, consultants, or any other agents in furtherance of this Agreement without the specific written authorization from the Executive Director. Expert Consultant will complete the Services contemplated remotely and using his own supplies, materials, and equipment. In no event shall Executive Director require or Expert Consultant be required to appear physically at a specific location to complete any of the Services contemplated in this Agreement, or physically complete any Services at the BID Office, at any specific location, or with the use of BID equipment. 14