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HomeMy WebLinkAbout25375AGREEMENT INFORMATION AGREEMENT NUMBER 25375 NAME/TYPE OF AGREEMENT CHANGE AGENTS TRAINING LLC DESCRIPTION EXPERT CONSULTANT AGREEMENT/BUILDING TRANSFORMERS/INNOVATION & PROBLEM SOLVING TRAININGS, TACTICAL & ADAPTIVE LEADERSHIP TRAINING, ADVANCED INNOVATION TRAINING, SPECIALIZED CONSULTATION FOR THE CITY MANAGER'S OFFICE/MATTER ID: 24-1868 EFFECTIVE DATE January 6, 2025 ATTESTED BY TODD B. HANNON ATTESTED DATE 1/6/2025 DATE RECEIVED FROM ISSUING DEPT. 1/7/2025 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: Change Agents Training, LLC 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) YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT NO NO PURPOSE OF ITEM (BRIEF SUMMARY): Expert Consultant with Change Agents Training LLC to provide the City Managers office. 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 December 17, 2024 Annie Perez, CPPO 109:39:35o SLr SIGNATURE: -/--- 7?—.-, RISK MANAGEMENT December 17, 2024 Ann -Marie Sharpe I 09:42:17 EST SIGNATURE: rvoua Go,',vy �,�.a CITY ATTORNEY matter 24-1868 December 31, DrgK. lqIII dT6R S 4 qn T Gull. U1 64 III �0o,6tsFtaoauw ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER January 6, 2025 Larry Spring, CPA I 10: 43 : 30 EST SIGNATURE: y SP,,4 ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS Barbara Hernandez, MPA SIGNATURE: ASSISTANT CITY MANAGER, CHIEF OF INFRASTRUCTURE Asael Marrero SIGNATURE: DEPUTY CITY MANAGER January 6, 2025NtaisppoC�ol rnIf-Williams IIGNATURE: N01,/. ee«k_w.0 SI CITY MANAGER January 6, 2025 PrtTnri35g1 T SIGNATURE: arfl,, Pp,;,y `—esarFara ,.. CITY CLERK January 6, 2025Traltinr6 EST SIGNATURE: E,,„ 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 12/17/2024 Date: Procurement Requesting Client (305) 416-1907 Telephone Legal Service Requested: Matter No. 24-1868: Expert Consultant with Change Agents Training LLC to provide the City Managers office. 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 EXPERT CONSULTANT AGREEMENT BETWEEN THE CITY OF MIAMI, FLORIDA AND CHANGE AGENTS TRAINING LLC THIS AGREEMENT ("Agreement") is made and entered into this 6th day_ of January 2024, effective upon signature ("Effective Date"), by and between the City of Miami, a municipal corporation of the State of Florida ("City"), whose address is 444 SW 2 Avenue, Miami, Florida 33130, and Change Agents Training LLC, a for profit Limited Liability Corporation authorized to conduct business in Florida, whose address is, 3429 Julian Street, Denver, Co 80211 ("Expert Consultant"). RECITALS WHEREAS, the City, 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 City and which tasks, by their nature, require independent and autonomous judgment; and WHEREAS, the City must retain the professional services of the Expert Consultant to provide the City of Miami with the Scope of Services defined in Exhibit "A", attached and incorporated ("Services"); and WHEREAS, the City, through the City Manager's Office, 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, 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 City and the Expert Consultant agree as follows: Section 1. Recitals and Incorporations. The foregoing 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 Services Exhibit B — Insurance Requirements Exhibit C — Expert Consultant's Certificate of Insurance Exhibit D — Corporate Resolution In the event of a conflict between the provisions of this Agreement or any of its exhibits, the conflict shall be resolved in favor of this Agreement then the priority order indicated above. Section 2. Scope of Services. Pursuant to the City Code, the City Manager may retain an Expert Consultant and assign the same to a City Department. The Expert Consultant identified above will be assigned to assist Office of the District 2 City Commissioner, or its designee, and shall perform the Services outlined in Exhibit "A", attached and incorporated. The Expert Consultant represents to the City that the 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. Page 1 of 17 Section 3. Remuneration, Audit and Inspection. A. The Expert Consultant shall receive Five -Thousand Dollars ($5,000) per month based on a rate of $100.00/hour and approximately 50 hours per month. Even if there is, at the discretion of the City, an Amendment to increase the renumeration, in no event shall the total of remuneration for all Services exceed One Hundred Twenty -Five Thousand Dollars ($125,000.00) per year. The City, in its best interest, reserves the right to request additional related services to be provided by the Expert Consultant. Any additional services in excess of those described in Exhibit "A" shall be negotiated and pre -approved in writing by the City Manager or designee prior to the services being rendered. The Expert Consultant will provide a detailed invoice listing daily work for any billing period and will also report the number of hours worked and tasks completed as enumerated in Exhibit "A" during that period. B. 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 the Expert Consultant shall not acquire status, benefits, or rights as a City employee, temporary or permanent, classified or unclassified, by virtue of this Agreement. The Expert Consultant shall provide the City Manager with the completed IRS Form VV-9 at the time of execution of the Agreement. C. Unless otherwise specifically provided in Exhibit "A", pursuant to the Florida Prompt Payment Act, payment will be made within forty-five (45) days after receipt of the Expert Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail to allow proper audit of expenditures should the City require one to be performed. D. The City may, at all reasonable times and for a period of up to three (3) years following the date of final payment by the City 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 the Expert Consultant's performance under the Agreement. The Expert Consultant agrees to maintain such books and records at a location within the City for a period of three (3) years after final payment is made under the Agreement. Section 4. Term. The Agreement shall become effective as of the Effective Date as defined on its first page and shall be for the duration of one (1) year with two (2) options to renew for additional one-year terms at the City's sole discretion. The City, acting by and through the City Manager, shall have the option to extend or terminate the Agreement for convenience. Section 5. Termination. This Agreement may be terminated at any time by either party, with or without cause. In the event of termination of this Agreement for any reason with or without cause, the Expert Consultant shall not have recourse to any City Grievance or Disciplinary Procedure. In the event of termination, the Expert Consultant will be compensated for actual Services rendered up to and including the date of termination. Expert Consultant agrees that other than payment of compensation due pursuant to the terms of this Agreement, Expert Consultant shall not be entitled to claim any lost profits, special, or general damages against the City. Page 2 of 17 Section 6. Relationship Between Parties. A. The Expert Consultant, under the terms and conditions of this Agreement, is an independent contractor and not a City employee. As the Expert Consultant is an independent contractor, the Expert Consultant shall not be entitled to any employment emoluments. Access and use of City property shall be at the sole discretion of the City Manager. The Expert Consultant acknowledges that such access to and use of City property does not alter the Expert Consultant's status as an independent contractor. B. Other than as legally required by the Expert Consultant in rendering his professional opinion, all other documents, information, materials, reports, and work product developed by the Expert Consultant in performing the Services pursuant to this Agreement are, and shall remain, the property of the City. The Expert Consultant understands and agrees that any information, documents, reports, materials, work product, or any other materials whatsoever which is given by the City to the Expert Consultant, or which is otherwise obtained or prepared by the Expert Consultant pursuant to or under the terms of this Agreement, is and shall at all times remain the property of the City. The Expert Consultant agrees not to use any such information, document, report, work product, or material for any other purpose whatsoever without the prior written consent of the City, which may be withheld or conditioned by the City in the City's sole discretion. C. The Expert Consultant shall work with the City to develop and undertake the schedule necessary to provide the Services as needed by the City. The Expert Consultant acknowledges that working with the City to provide necessary scheduling for the Services does not alter his status as an independent contractor and the Expert Consultant acknowledges and understands that compensation payment for his time is based upon the standards required by the IRS for payments to an independent contractor. Section 7. Indemnification. The Expert Consultant shall indemnify, save and hold harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, employees, and instrumentalities (collectively referred to as "Indemnitees") from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of the Expert Consultant and persons employed or utilized by the Expert Consultant in the performance of this Agreement, regardless of whether it is alleged that the Indemnitees were partially or wholly negligent. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Expert Consultant shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to 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, save and hold harmless, and defend (at its own cost and expense), the Indemnitees as herein provided. The indemnification provided above shall obligate the Expert Consultant to defend, at its own cost and expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City 's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City, whether performed by the Expert Consultant or persons employed or utilized by the Expert Consultant. These duties described in this Section will survive the cancellation or expiration of the Agreement. This Section will be interpreted under the laws of the State of Florida, including without limitation and interpretation, Sections 725.06 and/or 725.08, Florida Statutes, as applicable and as amended. Page3of17 The Expert Consultant shall require all sub -consultant agreements to include a provision that each sub - consultant will indemnify the City in substantially the same language as this Section. The Expert Consultant agrees and recognizes that 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 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 City, in no way, assumes or shares any responsibility or liability of the Expert Consultant or sub -consultant under this Agreement. Ten Dollars ($10.00) of the payments made by the City 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. Nothing in this Section is intended to waive the City's sovereign immunity beyond the limitations set forth in Section 768.28, Florida Statutes. Section 8. Insurance. The Expert Consultant fully understands and hereby agrees that it shall be the responsibility of the Expert Consultant to secure his own insurance coverage, as applicable insurance will not be paid by the City on behalf of the Expert Consultant while performing the Services. The Expert Consultant shall maintain insurance coverage and provide evidence of such insurance coverage in such amounts as may be required by the City's Risk Management Department in Exhibit "B", including the Insurance Requirements all attached and incorporated. Section 9. Nondiscrimination. The Expert Consultant represents and warrants to the City that the Expert Consultant does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Expert Consultant's performance under this Agreement on account of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor. The Expert Consultant further covenants that no otherwise qualified individual shall, solely by reason of their race, age, religion, color, gender, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. Section 10. Non -Assignment, Successors, and Assigns. The Expert Consultant's Services are unique in nature and are not assignable. Section 11. Ownership of Documents. The Expert Consultant understands and agrees that any information, document, report, plan, budget, or any other material whatsoever which is given by the City or on behalf of the City to the Expert Consultant pursuant to or under the terms of this Agreement is, and shall at all times remain, the property of the City. The Expert Consultant agrees not to use any such information, document, report, plan, budget, or any other materials without the prior written consent of the City, which consent may be withheld or conditioned by the City as the owner thereof. Section 12. Public Records. A. The Expert Consultant 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 Page 4 of 17 all applicable laws. The Expert Consultant's failure or refusal to comply with the provisions of this Section shall result in the immediate cancellation of this Agreement by the City and any potential penalties authorized by Chapter 119, Florida Statutes. B. The 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 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 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's term and following completion of the same, if the Expert Consultant does not transfer the records to the City; and (4) upon completion of the Agreement, transfer, at no cost to the City, all public records in possession of the Expert Consultant or keep and maintain public records required by the City to perform the Services. If the Expert Consultant transfers all public records to the City 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 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, the Expert Consultant shall be permitted to retain any public records that make up part of his work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. C. Should the Expert Consultant determine to dispute any public access provision required by Florida Statutes, the 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 City. 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, THE EXPERT CONSULTANT MUST CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA ELECTRONIC MAIL AT PUBLICRECORDSP,MIAMIGOV.COM, OR VIA REGULAR MAIL AT CITY OF MIAMI, OFFICE OF THE CITY ATTORNEY, 444 S.W. 2ND AVENUE, 9TH FLOOR, MIAMI, FLORIDA 33130. THE EXPERT CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY DEPARTMENT WHO IS ADMINISTERING THIS AGREEMENT. Section 13. Award of Agreement. The Expert Consultant represents and warrants to the City that the Expert Consultant 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, finder's fee, or gift of any kind contingent upon or in connection with the award of this Agreement. Section 14. Compliance with Federal, 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. The Expert Consultant agrees to comply with and to observe all applicable laws, codes, and ordinances, as they may be amended from time to time. Page 5 of 17 Section 15. Notices. All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered, 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 (5th) day after being posted or the date of actual receipt, whichever is earlier. To Expert Consultant: Change Agents Training LLC c/o Brian Elms 3429 Julian Street Denver, Co 80211 brian(a�changeagentstraininq. com To the City: City Manager's Office ATTN: Arthur Noriega V, City Manager 444 SW 2 Avenue, 10th Floor Miami, Florida 33130 With a copy to: City Manager's Office ATTN: Cheriene Floyd, Chief Data Officer City of Miami 444 S.W. 2nd Avenue Miami, Florida 33130 Office of the City Attorney ATTN: George K. Wysong III, City Attorney City of Miami 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33130 Procurement Department ATTN: Annie Perez, CPPO, Director City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami, Florida 33130 Section 16. Contingency Clause. Funding for this Agreement is contingent upon the availability of funds and continued authorization of City activities and the Agreement is subject to (a) an amendment due to lack of funds, reduction of funds, and/or change in regulations or the Code, upon written notice, or (b) termination pursuant to Section 5 hereof. Section 17. Miscellaneous. 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 matters, if any, arising under the Agreement shall lie exclusively in the applicable respective federal, state, and/or local courts located in Miami -Dade County, Florida. Each party waives any defense, whether asserted by motion or pleading, that the Page 6 of 17 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 attorneys' fees. B. Should any provision, paragraph, sentence, word, or phrase contained in the Agreement be determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable under the laws of the State of Florida or the City, 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. 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 18. Survival. The parties acknowledge that the obligations in this Agreement will survive the term, termination, and cancellation hereof. Accordingly, the respective obligations of the Expert Consultant and the City under this Agreement shall survive termination, cancellation, or expiration hereof. Section 19. 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 instrument. 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. Section 20. E-Verify Employment Verification. By entering into this Agreement, Expert Consultant and its subconsultants are jointly and severally obligated to comply with the provisions of Section 448.095, Florida Statutes, as amended, titled "Employment Eligibility." Expert Consultant affirms that (a) it has registered and uses the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees of Expert Consultant; (b) it has required all subconsultants to this Agreement to register and use the E-Verify system to verify the work authorization status of all new employees of the subconsultant; (c) it has an affidavit from all subconsultants to this Agreement attesting that the subconsultant does not employ, contract with, or subcontract with, unauthorized aliens; and (d) it shall maintain copies of any such affidavits for the duration of the Agreement. Registration information is available at: http://www.uscis.gov/e- verify. If the City has a good faith belief that Expert Consultant has knowingly violated Section 448.09(1), Florida Statutes, then City shall terminate this Agreement in accordance with Section 448.095(5)(c), Florida Page 7 of 17 Statutes. In the event of such termination, Expert Consultant agrees and acknowledges that it may not be awarded a public contract for at least one (1) year from the date of such termination and that Expert Consultant shall be liable for any additional costs incurred by the City because of such termination. In addition, if City has a good faith belief that a subconsultant has knowingly violated any provisions of Sections 448.09(1) or 448.095, Florida Statutes, but Expert Consultant has otherwise complied with its requirements under those statutes, then Expert Consultant agrees that it shall terminate the contract with the subconsultant upon receipt of notice from the City of such violation by subconsultant in accordance with Section 448.095(5)(c), Florida Statutes. Any challenge to termination under this provision must be filed in the Circuit or County Court by the City, the Expert Consultant, or subconsultant no later than twenty (20) calendar days after the date of said termination. Section 21. Confidentiality. Subject to the requirements of Chapter 119, Florida Statutes, Expert Consultant agrees not to disclose Confidential information disclosed to it by the City. Confidential Information shall include all information received by Expert Consultant that is not available to the public and all information identified as confidential by the City. For purposes of this section, Confidential Information shall not include any information that (a) is or becomes generally available to the public, other than as a result of disclosure by Expert Consultant; (b) becomes available to Expert Consultant on a non -confidential basis and not in the contravention of applicable law from a source that is not bound by a confidential relationship by the City or by a confidentiality or other similar agreement; (c) was known by Expert Consultant on a non -confidential basis and not in a contravention of applicable law or confidentiality or other similar agreement before its disclosure to Expert Consultant; or (d) information which must be disclosed pursuant to law. Section 22. Anti -Human Trafficking Expert Consultant confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. Expert Consultant shall execute and submit to the City an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as "Anti -Human Trafficking Affidavit". If Expert Consultant fails to comply with the terms of this Section, the City may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the City be liable to Expert Consultant for any additional compensation or for any consequential or incidental damages. SIGNATURE PAGE FOLLOWS Remainder of page Intentionally left blank Page 8 of 17 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. IGNACIO ORTEGA NOTARY PUBLIC STATE OF COLORADO NOTARY ID: 20174012937 MY COMMISSION EXPIRES MARCH 23, 2025 ATTEST: By: Name: 1," ;o U i'_ \ Title: Iv „,,,.,k. "Expert Consultant" or "Change Agents Training LLC" Change Agents Training LLC a for profit limited liability corporation authorized to conduct business in Florida By: Af\r- Name: Brian Elms Title: "City" CEO ATTEST: CITY OF MIAMI, Signed by: By: EasDisenoDFnss Todd Hannon City Clerk a Florida municipal corporation By: ,—DocuSignecl by: avg., Novity. Arthur Noriega V City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: By: ,--DoaSrgeee by. flDS F for tiSO4 (H By: 1 Frau, Gow,vy George K. Wysong III 24-1868 Ann -Marie Sharpe City Attorney Risk Management Director Page 9 of 17 EXHIBIT A SCOPE OF SERVICES A. Scope of Work The City seeks to provide employees with unique innovation training programs through the Expert Consultant's proven innovation and performance improvement methodology designed for governments, known as The Innovation Academy. Using the Innovation Academy approach draws on various industry best practices, leverages process improvements, and empowers employees to make meaningful and impactful change throughout the government. In an effort to introduce the innovation mindset within the City organization, the executive leaders would like their employees to gain experience in structured problem solving, root cause analysis, and innovation impact. The Expert Consultant will help participants identify, scope and solve programs that affect the day-to-day business of the government. The participants will be expected to create and document changes for their innovations. The City will launch the next phase of Innovation Academy and will take employees to the Intermediate (Practical Problem Solving). The City will offer Intermediate courses six times a year and a tactical and adaptive leadership course for senior executives to launch the program. 1) Building Transformers (all staff) 2) Practical Problem Solving and Introduction to Innovation 3) Tactical and Adaptive Leadership 4) Specialized Consulting B. Deliverables 1. Building Transformers: $12,000Iyear This portion of the engagement will deliver a hands-on, intensive training through an online Learning Management Software (LMS) platform: To allow more employees to be exposed to the concepts and practices involved in improving government performance, employees will be invited to an introductory training session. Project Lead will: 1. Provide access to the City's employees where participants will learn techniques on how to see problems in their workspace and techniques to solve those problems. 2. Teach three skills in process innovation and change management. 3. Online training is 45 minutes with 15 minutes of activities. 4. Provide 1 year access to Expert Consultant's LMS for training unlimited employees. Delivering value to your customers is a challenge with many services. Expert Consultant will train employees in the innovation tools and methodology employed around the country to help them solve customer problems on demand and without waste. Page 10 of 17 2. Introduction to Innovation and Problem -Solving trainings: $4,000/cohort This portion of the engagement will deliver a hands-on, intensive training through an online platform: To allow more employees to be exposed to the concepts and practices involved in improving government performance, employees will be invited to an introductory training session. For this project, we recommend 3 cohorts of 15-20 employees each. Project Lead will: 1. Training can accommodate up to 15 employees per session. 2. Sessions will focus on areas identified by each participant within their job duties. 3. Provide access to the City's employees where participants will learn techniques on how to see problems in their workspace and techniques to solve those problems. 4. Teach two skills to "See" a problem and two skills to "Solve" a problem. 5. Require three one -hour video conferences per session and access to a self -paced Innovation and Problem -Solving course for three hours. (6 hour commitment) 3. Tactical and Adaptive Leadership Training $18,0001cohort Change Agents Training and the Herndon Leadership Institute propose a dual approach to Leadership training, teaching key management and leadership concepts in cohorts. Each cohort will move through management training and leadership skill building in a hybrid model. Training will be provided through online Zoom sessions as well as through the Change Agents Training LMS, which holds dozens of recorded training sessions. Participants will participate in a 6 week course with 2 one- hour coaching sessions each week. In addition to online coaching sessions, participants will be asked to take skill building courses on the LMS and read the book Leadership on the Line. The time commitment for the entire course is around 18 hours (12 hours in session and 6 hours in LMS). • Tactical Training This academy is designed to help performance managers drive change in their organizations. Leaders would attend the Management Training Academy, which includes six hours of Zoom coaching. Throughout the training, leaders participate in 6 hours of LMS learning. • Skills trained: Managers learn five keystone skills for enhancing their management techniques, including: Structured Problem Solving, Visual Management, Standard Behaviors and Work, Observation Without Judgment, and the 3Cs of Management: Coaching, Commanding, and Counseling. Participants build scoreboards, create management values, document work processes, and practice the 3Cs during this training. • Adaptive Training The Leadership Training Academy will be taught by Chris Herndon to employees and is broken up into six one -hour online Zoom workshops. These workshops will equip individuals with everyday tools to exercise the essential leadership skills necessary to create change in an organization. Taught with themes from the book "Leadership on the Line: Staying Alive Page 11 of 17 through the Dangers of Change", this training will teach everyday tools that give equal weight to the dangerous work of leading change and the critical importance of personal survival. 4. Advanced Innovation Training (Full Length Academy): $18,000/cohort This portion of the project will deliver hands-on, intensive training by: 1. Conducting 40 hours of virtual workshops over the course of two weeks. The training is offered to participants who demonstrate a desire to learn more and demonstrate passion for innovation. Offered to no more than 18 employees, the participants will learn techniques on how to see problems in their workspace and techniques to solve those problems. 2. Focusing on how to deliver value to the customer on demand and without waste by helping employees identify their customers in each part of a process. 3. Learning how to deliver value to the customer. 4. Working through five skills to "See" a problem and five skills to "Solve" a problem. 5. Discussing the "widgets" (services) each team makes and helping them understand where value is captured. Training can accommodate up to 18 employees per cohort. 5. Specialized Consultation: $500/hour Throughout the Expert Consultant's Innovation Academy and at City's discretion, Expert Consultant will provide City with its expertise in change management, innovation, and process improvement to help: 1. Facilitate maps. 2. Identify ideas areas for improvement within specified areas. 3. Support employees and leadership with counsel and expertise in performance programs. 4. Help City transition leadership and staff in an enhanced direction. 5. Assist, support and coach project managers and team members. C. Timeline: Summer and Fall 2024 D. Fees 1. Building Transformers: $12,000 2. Introduction to Innovation and Problem Solving: 3 cohorts at $4,000/cohort 3. Adaptive and Tactical Leadership $18,000/cohort 4. Advanced Innovation Training $18,000/cohort 5. Specialized Consulting $500/hour E. Project Leader Brian Elms will lead this project. Brian is an innovation and performance initiative expert who helped found the Denver Peak Academy, a nationally recognized employee led process improvement program that saved $25 million for the City and County of Denver (13,000+ FTEs) that included process improvement workshops and mentor programs. He holds certificates in Lean, Six Sigma, and Change Management, and has published a book on the topic of innovation and process improvement in government (Peak Performance, Governing Books, 2016). Brian has more than 15 years of experience working in government at both the Page 12 of 17 state and municipal levels. He is an AmeriCorps alumni, former Policy Director for the Pennsylvania Department of Aging, Legislative Specialist for AARP, and Government Relations Director for Denver International Airport. Brian currently serves as Faculty in Urban Leadership at the University of Nevada at Las Vegas (UNLV). Other facilitators include Chris Herndon, Georgia Howard and Grace Wilcox. F. Payment Schedule: Expert Consultant will invoice the City once for the full amount of the engagement upon start of each requested phase. Expert Consultant requests reimbursement via ACH, which is provided in Expert Consultant's contact information. G. Travel and Project Expenses: No travel should take place under this contract. However, if travel is granted, City will pay ail travel expenses through the GSA rate system. H. Confidentiality and Intellectual Property: As experts in the field of government performance and innovation, Project Leader Brian Elms is the author of various original works and Expert Consultant requires the following Intellectual Property and Confidentiality provisions in all Agreements. Page 13 of 17 EXHIBIT B INSURANCE REQUIREMENTS I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Primary Insurance Clause Endorsement II. Business Automobile Liability $1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 Endorsements Required City of Miami as additional insured Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit 1V. Professional Liability/Errors and Omissions Coverage/Cyber Page 14 of 17 Combined Single Limit Each Claim General Aggregate Limit Retro Date Included $1,000,000 $1,000,000 Expert Consultant agrees to maintain professional liability/Errors & Omissions coverage, along with Network Security and Privacy Injury (Cyber) coverage for a minimum of 1 year after termination of the contract. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and for certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Page 15 of 17 EXHIBIT C CERTIFICATE OF INSURANCE [Insert upon execution] Page 16of17 EXHIBIT D COMPANY RESOLUTION (This Resolution needs to authorize the signatory to sign) WHEREAS, Change Agents Training LLC ("Company"), a Limited Liability Company qualified to do business in Florida, desires to enter into an expert consultant agreement (the "Agreement") with the City solely for the limited purposes of performing the services as described in the Agreement to which this Company Resolution is attached; and WHEREAS, the Governing Board of Company at a duly held company meeting have considered the matter in accordance with the Articles and By -Laws of the company; NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BOARD that this Company is authorized to enter into the Agreement with the City, and that Brian Elms , as the authorized signatory of the Company, is hereby authorized and directed to execute the Agreement, in the name and on behalf of this company, with the City and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. DATED this 12 day of FJ E December Corporate Secretary Print Name: Fred J. Elms Chairperson of the Managing Members Print Name: Brian Elms Change Agent Training LLC (Corporate Seal) Page 17 of 17 State ofTr, Department of State I certify the attached is a true and correct copy of the Articles of Organization of CHANGE AGENTS TRAINING LLC, a limited liability company organized under the laws of the state of Florida, filed electronically on December 05, 2024 effective January 01, 2025, as shown by the records of this office. I further certify that this is an electronically transmitted certificate authorized by section 15.16, Florida Statutes, and authenticated by the code noted below. The document number of this limited liability company is L24000506418. Authentication Code: 241209111528-700439939667#1 Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Ninth day of December, 2024 Cord (Byrd Secretary o/ State ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity is a non -governmental entity authorized to transact business in the State of Florida and in good standing with the Florida Department of State, Division of Corporations. b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2024). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion's for labor or services as defined in Section 787.06, Florida Statutes (2024), attached and incorporated herein as Exhibit Affidavit-1. 2. Under penalties of perjury, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer or a representative of the nongovernmental entity authorized to execute this Anti - Human Trafficking Affidavit. Nongovernmental Entity: Change Agents Training LLC Name: Brian Elms Signature of Officer: Office Address: 3429 Julian Street Officer Title: CEO Email Address: Main Phone Number: 303-619-7353 brian@changeagentstraining.com FEIN No. 8' 7-2/4 /5//3 /1 / 1I 8 Caufil4S STATE OF ftellttak COUNTY OF-MilitvEVD-AHiw \e+.vtv The foregoing instrument was sworn to and subscribed before me by means of tiphysical presence or O online notarization, this day of i)-c [tube„ by a s , EL t , as the authorized officer or representative for the nongovernmental entity.. He/she is personally known to me or has produced Co p,},uf Lpc..,,t as identification. (NOTARY PUBLIC SEAL) My Commission Expires: 'Muwtr, t)12o't..f (Printed, Typed, or Stamped Name of Notaiy Public) IGNACIO ORTEGA NOTARY PUBLIC STATE OF CoLoPADO NOTARY lb: 20174012031 MYoOMMIVIoN EXPIRLS MA CIS 23 2625 EXHIBIT AFFIDAVIT-1 SECTION 787.06, FLORIDA STATUTES (2024) Select Year: 2024 v The 2024 Florida Statutes Go Title Chapter 787 View Entire XLVI KIDNAPPING; CUSTODY OFFENSES; HUMAN TRAFFICKING; AND RELATED Chapter CRIMES OFFENSES 787.06 Human trafficking.— (1)(a) The Legislature finds that human trafficking is a form of modern-day slavery. Victims of human trafficking are young children, teenagers, and adults. Thousands of victims are trafficked annually across international borders worldwide. Many of these victims are trafficked into this state. Victims of human trafficking also include citizens of the United States and those persons trafficked domestically within the borders of the United States. The Legislature finds that victims of human trafficking are subjected to force, fraud, or coercion for the purpose of sexual exploitation or forced labor. (b) The Legislature finds that while many victims of human trafficking are forced to work in prostitution or the sexual entertainment industry, trafficking also occurs in forms of labor exploitation, such as domestic servitude, restaurant work, janitorial work, sweatshop factory work, and migrant agricultural work. (c) The Legislature finds that traffickers use various techniques to instill fear in victims and to keep them enslaved. Some traffickers keep their victims under lock and key. However, the most frequently used practices are less obvious techniques that include isolating victims from the public and family members; confiscating passports, visas, or other identification documents; using or threatening to use violence toward victims or their families; telling victims that they will be imprisoned or deported for immigration violations if they contact authorities; and controlling the victims' funds by holding the money ostensibly for safekeeping. (d) It is the intent of the Legislature that the perpetrators of human trafficking be penalized for their illegal conduct and that the victims of trafficking be protected and assisted by this state and its agencies. In furtherance of this policy, it is the intent of the Legislature that the state Supreme Court, The Florida Bar, and relevant state agencies prepare and implement training programs in order that judges, attorneys, law enforcement personnel, investigators, and others are able to identify traffickers and victims of human trafficking and direct victims to appropriate agencies for assistance. It is the intent of the Legislature that the Department of Children and Families and other state agencies cooperate with other state and federal agencies to ensure that victims of human trafficking can access social services and benefits to alleviate their plight. (2) As used in this section, the term: (a) "Coercion" means: 1. Using or threatening to use physical force against any person; 2. Restraining, isolating, or confining or threatening to restrain, isolate, or confine any person without lawful authority and against her or his will; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or services are not respectively limited and defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person; 5. Causing or threatening to cause financial harm to any person; 6. Enticing or luring any person by fraud or deceit; or 7. Providing a controlled substance as outlined in Schedule l or Schedule II of s. 893.03 to any person for the purpose of exploitation of that person. (b) "Commercial sexual activity" means any violation of chapter 796 or an attempt to commit any such offense, and includes sexually explicit performances and the production of pornography. (c) "Financial harm" includes extortionate extension of credit, loan sharking as defined in s. 687.071, or employment contracts that violate the statute of frauds as provided in s. 725.01. (d) "Human trafficking" means transporting, soliciting, recruiting, harboring, providing, enticing, maintaining, purchasing, patronizing, procuring, or obtaining another person for the purpose of exploitation of that person. (e) "Labor" means work of economic or financial value. (f) "Maintain" means, in relation to labor or services, to secure or make possible continued performance thereof, regardless of any initial agreement on the part of the victim to perform such type service. (g) "Obtain" means, in relation to labor, commercial sexual activity, or services, to receive, take possession of, or take custody of another person or secure performance thereof. (h) "Services" means any act committed at the behest of, under the supervision of, or for the benefit of another. The term includes, but is not limited to, forced marriage, servitude, or the removal of organs. (i) "Sexually explicit performance" means an act or show, whether public or private, that is live, photographed, recorded, or videotaped and intended to arouse or satisfy the sexual desires or appeal to the prurient interest. (j) "Unauthorized alien" means an alien who is not authorized under federal law to be employed in the United States, as provided in 8 U.S,C. s. 1324a(h)(3). The term shall be interpreted consistently with that section and any applicable federal rules or regulations. (k) "Venture" means any group of two or more individuals associated in fact, whether or not a legal entity. (3) Any person who knowingly, or in reckless disregard of the facts, engages in human trafficking, or attempts to engage in human trafficking, or benefits financially by receiving anything of value from participation in a venture that has subjected a person to human trafficking: (a)1. For labor or services of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for labor or services of an adult commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (b) Using coercion for commercial sexual activity of an adult commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (c)1. For labor or services of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age who is an unauthorized alien commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for labor or services of an adult who is an unauthorized alien commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (d) Using coercion for commercial sexual activity of an adult who is an unauthorized alien commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (e)1. For labor or services who does so by the transfer or transport of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age from outside this state to within this state commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for labor or services who does so by the transfer or transport of an adult from outside this state to within this state commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (f)1. For commercial sexual activity who does so by the transfer or transport of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age from outside this state to within this state commits a felony of the first degree, punishable by imprisonment for a term of years not exceeding life, or as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for commercial sexual activity who does so by the transfer or transport of an adult from outside this state to within this state commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (g) For commercial sexual activity in which any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age, or in which any person who is mentally defective or mentally incapacitated as those terms are defined in s. 794.011(1), is involved commits a life felony, punishable as provided in s. 775.082(3)(a)6., s. 775.083, or s. 775.084. For each instance of human trafficking of any individual under this subsection, a separate crime is committed and a separate punishment is authorized. (4)(a) Any parent, legal guardian, or other person having custody or control of a minor who sells or otherwise transfers custody or control of such minor, or offers to sell or otherwise transfer custody of such minor, with knowledge or in reckless disregard of the fact that, as a consequence of the sale or transfer, the minor will be subject to human trafficking commits a life felony, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (b) Any person who, for the purpose of committing or facilitating an offense under this section, permanently brands, or directs to be branded, a victim of an offense under this section commits a second degree felony, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. For purposes of this subsection, the term "permanently branded" means a mark an the individual's body that, if it can be removed or repaired at all, can only be removed or repaired by surgical means, laser treatment, or other medical procedure. (5) The Criminal Justice Standards and Training Commission shall establish standards for basic and advanced training programs for law enforcement officers in the subjects of investigating and preventing human trafficking crimes. Every basic skills course required for law enforcement officers to obtain initial certification must include training on human trafficking crime prevention and investigation. (6) Each state attorney shall develop standards of instruction for prosecutors to receive training on the investigation and prosecution of human trafficking crimes and shall provide for periodic and timely instruction. (7) Any real property or personal property that was used, attempted to be used, or intended to be used in violation of this section may be seized and shall be forfeited as provided by the Florida Contraband Forfeiture Act. After satisfying any liens on the property, the remaining proceeds from the sale of any property seized under this section and owned by a defendant convicted of a violation of this section must first be allocated to pay any order of restitution of a human trafficking victim in the criminal case for which the owner was convicted. If there are multiple human trafficking victims in the criminal case, the remaining proceeds must be allocated equally among the victims to pay restitution. If the proceeds are sufficient to pay any such order of restitution, any remaining proceeds must be disbursed as required by s. 932.7055(5)-(9). (8) The degree of an offense shall be reclassified as follows if a person causes great bodily harm, permanent disability, or permanent disfigurement to another person during the commission of an offense under this section: (a) A felony of the second degree shall be reclassified as a felony of the first degree. (b) A felony of the first degree shall be reclassified as a life felony. (9) In a prosecution under this section, the defendant's ignorance of the victim's age, the victim's misrepresentation of his or her age, or the defendant's bona fide belief of the victim's age cannot be raised as a defense. (10)(a) Information about the location of a residential facility offering services for adult victims of human trafficking involving commercial sexual activity, which is held by an agency, as defined in s. 119.011, is confidential and exempt from s. 119,07(1) and s. 24(a), Art. I of the State Constitution. This exemption applies to such confidential and exempt information held by an agency before, on, or after the effective date of the exemption. (b) Information about the location of a residential facility offering services for adult victims of human trafficking involving commercial sexual activity may be provided to an agency, as defined in s. 119.011, as necessary to maintain health and safety standards and to address emergency situations in the residential facility. (c) The exemptions from s. 119.07(1) and s. 24(a), Art. I of the State Constitution provided in this subsection do not apply to facilities licensed by the Agency for Health Care Administration. (11) A victim's lack of chastity or the willingness or consent of a victim is not a defense to prosecution under this section if the victim was under 18 years of age at the time of the offense. (12) The Legislature encourages each state attorney to adopt a pro -prosecution policy for human trafficking offenses, as provided in this section. After consulting the victim, or making a good faith attempt to consult the victim, the state attorney shall determine the filing, nonfiling, or diversion of criminal charges even in circumstances when there is no cooperation from a victim or over the objection of the victim, if necessary. (13) When a contract is executed, renewed, or extended between a nongovernmental entity and a governmental entity, the nongovernmental entity must provide the governmental entity with an affidavit signed by an officer or a representative of the nongovernmental entity under penalty of perjury attesting that the nongovernmental entity does not use coercion for labor or services as defined in this section. For purposes of this subsection, the term "governmental entity" has the same meaning as in s. 287.138(1). History.—s. 2, ch. 2004-391; s. 1, ch. 2006-168; s. 5, ch. 2012-97; s. 300, ch. 2014-19; s. 7, ch. 2014-160; s. 96, ch. 2015-2; s. 2, ch. 2015-147; s. 3, ch. 2016-24; s. 25, ch. 2016-105; s. 4, ch. 2016-199; s. 2, ch. 2020-49; s. 2, ch. 2021-189; s. 3, ch. 2023-86; s. 7, ch. 2024- 184. Copyright o 1995-2024 The Florida Legislature • Privacy Statement • Contact Us Miami 2024 Vi CHANGE AGENTS TRAINING Proposal for City of Miami Dear Miami Leadership Team: It is our distinct privilege to provide you with this proposal for Innovation training and support for a training intervention. Every organization faces the challenge of an abundance of smart people working every day to solve challenges presented to them at different times. Without problem solving and innovation techniques and skills these challenges go unresolved for years. These incredibly talented teams find work arounds, hacks and shortcuts to make up for a lack of a problem -solving systems. When talented people continue to find hacks and workarounds, they become overwhelmed and burnt out. They start to look for other work and different organizations. By providing these employees with tools and techniques to create lasting and systematic change, they will stay with us longer and engage with our overall mission even more. In order to establish a more robust culture of problem solving and innovation, Change Agents Training proposes to create a cadence of training to help all employees who want to make a difference in the service they provide. We believe this proposal fits well with the current request. We believe that Miami's biggest asset is their employees. We believe by training and supporting these employees, they will become rock stars for the organization and create a more engaged and talented workforce. We are confident that a cadence of training and workshops creates reliability and momentum for the organization. We look forward to your response to our proposal. Sincerely, 5Q/vV\ Brian Elms Founder and CEO 1 Miami 2024 0 CHANGE AGENTS TRAINING Statement of Work for Consulting This Statement of Work (the "Agreement") is between the Change Agents Training LLC ("Contractor") and City of Miami ("Client"), effective March 15, 2024. This statement of work is not binding or enforceable until signed by both Client and Contractor. Prepared for: Client: City of Miami Submitted by: Contractor: Brian Elms CEO Change Agents Training LLC A. Scope of Work The Client seeks to provide employees with unique innovation training programs through the Contractor's proven innovation and performance improvement methodology designed for governments, known as The Innovation Academy. Using the Innovation Academy approach draws on various industry best practices, leverages process improvements, and empowers employees to make meaningful and impactful change throughout the government. In an effort to introduce the innovation mindset within the Client organization, the executive leaders would like their employees to gain experience in structured problem solving, root cause analysis, and innovation impact. The Contractor will help participants identify, scope and solve programs that affect the day-to-day business of the government. The participants will be expected to create and document changes for their innovations. The Client will launch the next phase of Innovation Academy and will take employees to the Intermediate (Practical Problem Solving). The Client will offer Intermediate courses six times a year and a tactical and adaptive leadership course for senior executives to launch the program. 1) Building Transformers (all staff) 2) Practical Problem Solving and Introduction to Innovation 3) Tactical and Adaptive Leadership 4) Specialized Consulting B. Deliverables 2 Miami 2024 1. Building Transformers: $12,000/year This portion of the engagement will deliver a hands-on, intensive training through an online Learning Management Software (LMS) platform: To allow more employees to be exposed to the concepts and practices involved in improving government performance, employees will be invited to an introductory training session. Project Lead will: 1. Provide access to the Clients employees where participants will learn techniques on how to see problems in their workspace and techniques to solve those problems. 2. Teach three skills in process innovation and change management. 3. Online training is 45 minutes with 15 minutes of activities. 4. Provide 1 year access to Contractors LMS for training unlimited employees. Delivering value to your customers is a challenge with many services. Contractor will train employees in the innovation tools and methodology employed around the country to help them solve customer problems on demand and without waste. 2. Introduction to Innovation and Problem -Solving trainings: $4,000/cohort This portion of the engagement will deliver a hands-on, intensive training through an online platform: To allow more employees to be exposed to the concepts and practices involved in improving government performance, employees will be invited to an introductory training session. For this project, we recommend 3 cohorts of 15-20 employees each. Project Lead will: 1. Training can accommodate up to 15 employees per session. 2. Sessions will focus on areas identified by each participant within their job duties. 3. Provide access to the Client's employees where participants will learn techniques on how to see problems in their workspace and techniques to solve those problems. 4. Teach two skills to "See" a problem and two skills to "Solve" a problem. 5. Require three one -hour video conferences per session and access to a self -paced Innovation and Problem -Solving course for three hours. (6 hour commitment) 3. Tactical and Adaptive Leadership Training $18,000/cohort Change Agents Training and the Herndon Leadership Institute propose a dual approach to Leadership training, teaching key management and leadership concepts in cohorts. Each cohort will move through 3 Miami 2024 management training and leadership skill building in a hybrid model. Training will be provided through online Zoom sessions as well as through the Change Agents Training LMS, which holds dozens of recorded training sessions. Participants will participate in a 6 week course with 2 one- hour coaching sessions each week. In addition to online coaching sessions, participants will be asked to take skill building courses on the LMS and read the book Leadership on the Line. The time commitment for the entire course is around 18 hours (12 hours in session and 6 hours in LMS). • Tactical Training This academy is designed to help performance managers drive change in their organizations. Leaders would attend the Management Training Academy, which includes six hours of Zoom coaching. Throughout the training, leaders participate in 6 hours of LMS learning. • Skills trained: Managers learn five keystone skills for enhancing their management techniques, including: Structured Problem Solving, Visual Management, Standard Behaviors and Work, Observation Without Judgment, and the 3Cs of Management: Coaching, Commanding, and Counseling. Participants build scoreboards, create management values, document work processes, and practice the 3Cs during this training. • Adaptive Training The Leadership Training Academy will be taught by Chris Herndon to employees and is broken up into six one -hour online Zoom workshops. These workshops will equip individuals with everyday tools to exercise the essential leadership skills necessary to create change in an organization. Taught with themes from the book "Leadership on the Line: Staying Alive through the Dangers of Change", this training will teach everyday tools that give equal weight to the dangerous work of leading change and the critical importance of personal survival. 4. Advanced Innovation Training (Full Length Academy): $18,000/cohort This portion of the project will deliver hands-on, intensive training by: 1. Conducting 40 hours of virtual workshops over the course of two weeks. The training is offered to participants who demonstrate a desire to learn more and demonstrate passion for innovation. Offered to no more than 18 employees, the participants will learn techniques on how to see problems in their workspace and techniques to solve those problems. 2. Focusing on how to deliver value to the customer on demand and without waste by helping employees identify their customers in each part of a process. 3. Learning how to deliver value to the customer. 4. Working through five skills to "See" a problem and five skills to "Solve" a problem. 5. Discussing the "widgets" (services) each team makes and helping them understand where value is captured. Training can accommodate up to 18 employees per cohort. 5. Specialized Consultation: $500/hour 4 Miami 2024 Throughout the Contractor's Innovation Academy and at Client's discretion, Contractor will provide Client with its expertise in change management, innovation, and process improvement to help: 1. Facilitate maps. 2. Identify ideas areas for improvement within specified areas. 3. Support employees and leadership with counsel and expertise in performance programs. 4. Help Client transition leadership and staff in an enhanced direction. 5. Assist, support and coach project managers and team members. C. Timeline: Summer and Fall 2024 D. Fees 1. Building Transformers: $12,000 2. Introduction to Innovation and Problem Solving: 3 cohorts at $4,000/cohort 3. Adaptive and Tactical Leadership $18,000/cohort 4. Advanced Innovation Training $18,000/cohort 5. Specialized Consulting $500/hour E. Project Leader Brian Elms will lead this project. Brian is an innovation and performance initiative expert who helped found the Denver Peak Academy, a nationally -recognized employee led process improvement program that saved $25 million for the City and County of Denver (13,000+ FTEs) that included process improvement workshops and mentor programs. He holds certificates in Lean, Six Sigma, and Change Management, and has published a book on the topic of innovation and process improvement in government (Peak Performance, Governing Books, 2016). Brian has more than 15 years of experience working in government at both the state and municipal levels. He is an AmeriCorps alumni, former Policy Director for the Pennsylvania Department of Aging, Legislative Specialist for AARP, and Government Relations Director for Denver International Airport. Brian currently serves as Faculty in Urban Leadership at the University of Nevada at Las Vegas (UNLV). Other facilitators include Chris Herndon, Georgia Howard and Grace Wilcox. F. Payment Schedule: Contractor will invoice the Client once for the full amount of the engagement upon start of each requested phase. Contractor requests reimbursement via ACH, which is provided in Contractor's contact information. G. Travel and Project Expenses: No travel should take place under this contract. However, if travel is granted, Client will pay all travel expenses through the GSA rate system. 5 Miami 2024 H. Confidentiality and Intellectual Property: As experts in the field of government performance and innovation, Project Leader Brian Elms is the author of various original works and Contractor requires the following Intellectual Property and Confidentiality provisions in all Agreements. a. CONFIDENTIALITY Any confidential information provided to CONTRACTOR from CLIENT shall be kept confidential and shall not be made available to any individual or organization by CONTRACTOR without the prior written approval of CLIENT. CLIENT also agrees that during CONTRACTOR's performance of this Agreement, CONTRACTOR may disclose Confidential Information to CLIENT. Confidential Information provided by CONTRACTOR to CLIENT will include written materials, proprietary methodologies, project management and other tools, deliverable examples, procedures, processes, protocols, routines, business methods, techniques, solution models, templates, general purpose consulting and software tools, utilities and routines, end - user materials, formulas, algorithms, techniques, security procedures, designs, concepts, inventions, source or object codes, developments, programs and databases. CLIENT will exercise all reasonable care to preserve and protect the CONTRACTOR's Confidential Information from an unauthorized access, use, disclosure or theft. For purposes of this Agreement, "reasonable care" shall be at least the same level of care and discretion that is used by the CLIENT to protect the trade secrets or other Confidential Information of the CLIENT. b. INTELLECTUAL PROPERTY It is hereby understood that this Agreement reflects a contractual relationship. CLIENT owns all rights, title and interest in CLIENT materials that it provides to CONTRACTOR, if any, to carry out the Work under this Agreement, including but not limited to content, graphics and other visuals, music and photos. All materials developed by CONTRACTOR for the Work under the Agreement shall be made available to CLIENT for the training and only for CLIENT's use internally for further internal CLIENT's trainings, but CLIENT agrees that CLIENT will not reproduce in any way or save any materials provided by or developed by CONTRACTOR under this Agreement without CONTRACTOR's written permission. CLIENT further has no right or license to use or disclose materials from the training except as otherwise allowed in this Agreement. Notwithstanding the aforementioned provisions, CONTRACTOR shall retain full and exclusive ownership of its preexisting work, materials, videos, video content, website content, and proprietary technologies ("CONTRACTOR Property"). CONTRACTOR Property also includes Contractor's written works, proprietary methodologies, project management and other tools, deliverable examples, procedures, processes, business methods, techniques, solution modules, templates, general purpose consulting techniques, and 6 Miami 2024 software tools. In addition, CONTRACTOR retains full ownership of the written and video materials provided by CONTRACTOR to CLIENT during any of the trainings. C. WORK PRODUCT OWNERSHIP The CONTRACTOR will submit its work product to the CLIENT in accordance with the terms of the Scope of Work. Any and all work product submitted by the CONTRACTOR to the CLIENT as part of the CONTRACTOR's performance of the Scope of Work will be the exclusive property of CONTRACTOR, provided, however, that the CONTRACTOR hereby grants to the CLIENT a permanent, irrevocable license to use and reproduce copies of the CONTRACTOR's work product only for the CLIENT'S internal use with CLIENT's employees. The CLIENT's license does not allow i) disclosure by the CLIENT of the work product beyond that expressly referenced herein, and ii) Client may not license, sell, lease, distribute, duplicate or otherwise transfer the work product to any third -party. I. Contact Information: Client: City of Miami Name: Email: Phone: Address: Contractor: Change Agents Training LLC Brian Elms brian@changeagentstraining.com 303-619-7353 3429 Julian Street Denver, Co 80211 J. Signatures: EACH PARTY HAS CAUSED ITS DULY AUTHORIZED REPRESENTATIVE TO SIGN THIS AGREEMENT AS OF THE EFFECTIVE DATE. Client Change Agents Training By: By: (Signature) Name: (print) (Signature) Name: (print) 7 OFFICE OF THE SECRETARY OF STATE OF THE STATE OF COLORADO CERTIFICATE OF FACT OF GOOD STANDING I, Jena Griswold, as the Secretary of State of the State of Colorado, hereby certify that, according to the records of this office, Change Agents Training LLC is a Limited Liability Company formed or registered on 09/01/2021 under the law of Colorado, has complied with all applicable requirements of this office, and is in good standing with this office. This entity has been assigned entity identification number 20211813415 . This certificate reflects facts established or disclosed by documents delivered to this office on paper through 11/05/2024 that have been posted, and by documents delivered to this office electronically through 11/06/2024 @ 18:03:22 . I have affixed hereto the Great Seal of the State of Colorado and duly generated, executed, and issued this official certificate at Denver, Colorado on 11/06/2024 @ 18:03:22 in accordance with applicable law. This certificate is assigned Confirmation Number 16541527 Secretary of State of the State of Colorado *********************************************End of Certificate******************************************* Notice: A certificate issued electronically from the Colorado Secretary of State's website is fully and immediately valid and effective. However, as an option, the issuance and validity of a certificate obtained electronically may be established by visiting the Validate a Certificate page of the Secretary of State's website, https://www.coloradosos.gov/biz/CertificateSearchCriteria.do entering the certificate's confirmation number displayed on the certificate, and following the instructions displayed Confirming the issuance of a certificate is merely optional and is not necessary to the valid and effective issuance of a certificate. For more information, visit our website, https://www.coloradosos.gov click "Businesses, trademarks, trade names" and select "Frequently Asked Questions." Client#: 177831 CHANAGE ACORa., CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 12/16/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CBIZ Insurance Services, Inc. 1605 Main Street, Suite 1010 Sarasota, FL 34236 941 960-8778 INSURED Change Agents Training, LLC Brian Elms 3429 Julian Street Denver, CO 80211 CONTACT Susan Campbell PHONE 941-960-8778 (A/C, No, Ext): E-MAIL certre uest CBIZ.com ADDRESS: �I FAX(A/C, No): 941-960-8787 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Hartford Underwriters Insurance Co. 30104 INSURER B : Scottsdale Indemnity 15580 INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR 1NVD POLICY NUMBER POLICY EFF (MM/DD POLICY EXP M • D/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 21SBMAN4RSO w "ri, ` 09/27/ OMED IV ' ' /27/2025 EACH OCCURRENCE $1,000,000 CLAIMS -MADE X OCCUR PREMISES (UEa occu ence) $1,000,000 EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'LAGGREGATELIMITAPPLIESPER: P POLICY OTHER: X PRO - JECT LOC PRODUCTS - COMP/OPAGG $2,000,000 $ A AUTOMOBILE X LIABILITY X SCHEDULED AUTOS NON -OWNED(<)/ AUTOS ONLY Y 21 SBMAN4R��t �/ P (10'9EL7/2024 �BODILY A ���///// 09/27/2025 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE 4C) �w \ V EACH OCCURRENCE $ AGGREGATE $ $ DED RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/ N N N / A Y 21 WECAN4S64 09/27/2024 09/27/2025 X STATUTE EORH E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 B B Cyber Liability Tech E&O EKI3506362 EKI3506362 12/28/2024 12/28/2024 12/28/2025 $2M Occurrence/$2M Agg Retention 5,000 12/28/2025 $2M Occurrence/$2M Agg DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Cyber Liability and Technology E&O Liability Retention $5,000 Retro Date 12/28/21 Certificate Holder is included as an Additional Insured to General Liability on a primary and non contributory basis as required by written contract. CERTIFICATE HOLDER CANCELLATION City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1974 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE �L.G�Gi1i CG<Mal CBIZ Insurance Services, Inc. (/ ACORD 25 (2016/03) 1 of 1 #54347184/M4336704 © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 83SC From: To: Cc: Subject: Date: Attachments: Gomez Jr., Francisco (Frank) De Vito, Daniel; Quevedo, Terry Aviles. Yesenia; Carbonell, Aileen; Gandarilla, Aimee RE: PROCUREMENT INSURANCE REVIEW FOR Change Agents Training, LLC COI Tuesday, December 17, 2024 8:36:45 AM image002.pnq image004.pnq image005.pnq Good morning Daniel, The COI is adequate. Thanks, Frank Gomez, PIAM, CPII Property & Casualty Manager City of Miami Risk Management (305) 416-174o Office (305) 416-176o Fax fgomez@miamigoy.com FG "Serving, Enhancing, and Transforming our Community" From: De Vito, Daniel <DaDeVito@miamigov.com> Sent: Tuesday, December 17, 2024 8:30 AM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; Quevedo, Terry <TQu eve d o@ m i a m i gov. co m> Cc: Aviles, Yesenia <YAviles@miamigov.com>; Carbonell, Aileen <ACarbonell@miamigov.com>; Gandarilla, Aimee <AGandarilla@miamigov.com> Subject: PROCUREMENT INSURANCE REVIEW FOR Change Agents Training, LLC COI Good morning, Please review the insurance attached at your earliest convenience and advise if adequate according to insurance requirements contained therein. Thank you! Sincerely, Daniel De Vito Procurement Assistant City of Miami Procurement Department 444 SW 2nd Avenue, 6th Floor, Miami, FL 33130 Office: (305) 416-1922 1 Email: Dadevito@miamigov.com Visit us online. Vendor Registration click here. "Serving, Enhancing, and Transforming our Co iNiity"q"C Mission: The City of Miami Department of Pr.cur n nt'Zon is to ethically procure quality goods and 01 an : 911444 services at the best value for the City, while services, design, construction and constru ce fficiency, transparency, fairness, competition, accountability, and maintaining public1tr - `p Please consider the environm CONFIDENTIAL COMMUNIC ti printing2pis e-mail The information contained in thi ransmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. *Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. Olivera, Rosemary From: Gandarilla, Aimee Sent: Tuesday, January 7, 2025 8:16 AM To: Hannon, Todd Cc: Olivera, Rosemary; Brown, Sadie; Roberts, Frankeetha Subject: Executed Expert Consultant Agreement Change Agents Training LLC (Brian Elms) (matter 24-1868) Attachments: Expert Consultant Agreement Change Agents Training LLC (Brian Elms) (matter 24-1868).pdf Good morning Todd, Please find attached the fully executed copy of an agreement from DocuSign that will be considered an original agreement for your records. Thank you, Aimee cnnticailtai 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