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HomeMy WebLinkAbout24074AGREEMENT INFORMATION AGREEMENT NUMBER 24074 NAME/TYPE OF AGREEMENT BURHAN SEBIN DESCRIPTION EXPERT CONSULTANT AGREEMENT/INITIATIVE DEVELOPMENT, DECISION MAKING FOR VENTURE MIAMI TEAM & RESOURCE CREATION OR IMPROVEMENT FOR THE BROADER COMMUNITY EFFECTIVE DATE September 21, 2022 ATTESTED BY TODD B. HANNON ATTESTED DATE 9/21/2022 DATE RECEIVED FROM ISSUING DEPT. 9/21/2022 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: CD4BC206-02A0-49F1-8C2D-A7C831F5EB18 CITY OF MIAMI DOCUMENT ROUTING FORM Department of Procurement ORIGINATING DEPARTMENT: DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Burhan Sebin 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 YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT NO NO OTHER: (PLEASE SPECIFY) PURPOSE OF ITEM (BRIEF SUMMARY): EXPERT CONSULTING AGREEMENT BURHAN SEBIN COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: NOTES. ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER PR22252 September 16, Annie Perez, CPPO 2022 114:10,:_52 PT SIGNATURE: -4--- q , _ RISK MANAGEMENT September 16, Ann -Marie Sharpe���®� 2022 I 14:24:02 EDT SIGNATURE:—oow,aMd�, Frauk 6.7 y CITY ATTORNEY Matter 22-1873 September 19, 2�931B210E Victoria Mendez 2022 I 14:14:40po.FD, SIGNATURE: v,4,;Q-}„f ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER September 20, Larry Spring, CPA 2022 I 13:24:02 EDT SIGNATURE: yo ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS Natasha Colebrook -Williams SIGNATURE: DEPUTY CITY MANAGER Nzeribe Ihekwaba, Ph.D., PE SIGNATURE: CITY MANAGER September 20, �[ 2c1zh'hh9r 1)Qc'ig��4Y1 EDT SIGNATURE: 11 I*, CITY CLERK September 21, Tokild Hannon 2022 119:57:51 EDT SIGNATURE:_ CE,eo,� PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSign Envelope ID: CD4BC206-02A0-49F1-8C2D-A7C831F5EB18 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 9/16/2022 Date: Procurement Requesting Client (305) 416-1907 Telephone Legal Service Requested: Matter 22-1873 EXPERT CONSULTING AGREEMENT BURHAN SEBIN 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: FlIssue opinion in writing. nPublish 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: Type: Matrix: Category: Copy returned to Requesting Client Copy to Ultimate Client rev. 04/14/2017 DocuSign Envelope ID: CD4BC206-02A0-49F1-8C2D-A7C831F5EB18 EXPERT CONSULTANT AGREEMENT BETWEEN THE CITY OF MIAMI, FLORIDA AND BURHAN SEBIN THIS AGREEMENT ("Agreement") is made and entered into this 21Stday of September 2022, effective upon signature ("Effective Date"), by and between the City of Miami, Florida, a municipal corporation of the State of Florida ("City"), whose address is 444 S.W. 2nd Avenue, Miami, Florida 33130, and Burhan Sebin, an individual over the age of 21 years ("Expert Consultant"), whose address is 92 SW 3rd Street, #2804, Miami, FL 33130. WITNESSETH: 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's Office of the City Manager Venture Miami Division ("Venture 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. 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 the Venture Miami Division, 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. Section 3. Remuneration, Audit and Inspection. A. The Expert Consultant shall receive compensation in an amount not to exceed seventy-five thousand dollars ($75,000.00), as specified in Exhibit "A", subsection C, Compensation. 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. Page 1 of 16 DocuSign Envelope ID: CD4BC206-02A0-49F1-8C2D-A7C831F5EB18 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 with the completed IRS Form W-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) one (1) year options to renew 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. 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 Page 2 of 16 DocuSign Envelope ID: CD4BC206-02A0-49F1-8C2D-A7C831F5EB18 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 his own cost and expense), the City, its officers, agents, directors, employees, and instrumentalities 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. 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 his own cost and expense), the City, its officers, agents, directors, employees, and instrumentalities as herein provided. The indemnification provided above shall obligate the Expert Consultant to defend, at his 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. 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. Page 3 of 16 DocuSign Envelope ID: CD4BC206-02A0-49F1-8C2D-A7C831F5EB18 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 Composite Exhibit "B", including the Insurance Requirements, the W-9, and the Independent Contractor Letter, all attached and incorporated. The Expert Consultant has provided the required independent contractor letter to the Risk Management Department as part of Composite Exhibit "B", 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, color, gender, religion, age, disability, sexual orientation, gender identity, marital status, physical or mental disability, political affiliation, or national origin. The 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 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 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 Page 4 of 16 DocuSign Envelope ID: CD4BC206-02A0-49F1-8C2D-A7C831F5EB18 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 his 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, HE MUST CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA ELECTORNIC MAIL AT PUBLICRECORDS(a�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 he 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. 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. Page 5 of 16 DocuSign Envelope ID: CD4BC206-02A0-49F1-8C2D-A7C831F5EB18 To Expert Consultant: Burhan Sebin 92 SW 3rd St, #2804 Miami, FL 33130 burhansebin@gmail.com To the Cit Office of the City Manager ATTN: Arthur Noriega V, City Manager City of Miami 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130 Venture Miami ATTN: Erick Gavin, Executive Director City of Miami 3500 Pan American Drive Miami, Florida 33133 Procurement Department ATTN: Annie Perez, CPPO, Director City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami, Florida 33130 Office of the City Attorney ATTN: Victoria Mendez, City Attorney City of Miami 444 S.W. 2nd Avenue, Suite 945 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 be 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 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 Page 6 of 16 DocuSign Envelope ID: CD4BC206-02A0-49F1-8C2D-A7C831F5EB18 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. Page 7 of 16 DocuSign Envelope ID: CD4BC206-02A0-49F1-8C2D-A7C831 F5EB18 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. EXPERT CONSULTANT Burhan Sebin STATE OF FLORIDA` COUNTY OF () The foregoing instrument was acknowledged by Burhan Sebin who is personally 11) QA5 ,O R- 4 r re. WM/ Nothry PyAblic Printed Name: J7'fe►.TZA f1OS My Commission Expires: ATTEST: DocuSigned by: Todd'SHannon City Clerk APPROVED AS TO FORM AND CORRECTNESS: cos VictoriaMendezDJG Matter 22-1873 City Attorney before me this day of SeP i e4 , 2022, known to me or has produced , as identification and did/did not take an oath. MARITZA RAMOS Notary Public, State of Florida Commission# GG 948695 My comm. expires Jan. 20, 2024 CITY OF MIAMI, FLORIDA: QrflAur Nbviry. Arthur Noriega V City Manager APPROVED AS TO INSURANCE REQUIREMENTS: Frank Gowvy Ann -Marie Sharpe Risk Management Director Page 8 of 16 DocuSign Envelope ID: CD4BC206-02A0-49F1-8C2D-A7C831F5EB18 Exhibit "A" SCOPE OF SERVICES AND COMPENSATION SCHEDULE A. BACKGROUND/PURPOSE The City of Miami's ("City") Venture Miami ("Venture Miami") team was assembled by Mayor Francis Suarez. Venture Miami's vision & mission statement is to make Miami the "Capital of Capital" with an innovative ecosystem and economy that delivers for everyone. Venture Miami accomplishes this by providing concierge support to funders & founders looking to do business in the City, education and upskilling opportunities, and connecting the local workforce with companies for career advancement. To continue this mission, Expert Consultant Burhan Sebin will partner with the Business Development and Venture Miami teams to identify, research, and analyze market and economic information about Miami's economy, the tech and finance ecosystem, and the educational institutions. This information will be used to guide initiative development, decision making for the Venture Miami team, and resource creation or improvement for the broader community. Burhan has founded a startup that is focused on digital transformation for small businesses, which is a crucial component of expanding Venture Miami's goal of supporting small businesses outside of the technology industry with technology. Burhan has also worked in large corporate settings such as Proctor and Gamble, and assisted with expanding their digital marketing operations to capture larger market share in international markets. Burhan has also worked as an analyst for Scalex Venture Capital bringing local startups and outside investment together, which Venture Miami has a keen interest in stimulating this effort locally in the City. Burhan will guide City employees to not only more deeply understand and track the local Miami startup ecosystem but will help determine how the City can leverage those metrics as proxies for traditional economic activity. In addition to his business knowledge, Burhan also has working knowledge of programming for the creation of data tools and visualizations to better present the City's growth to the public as the Venture Miami team develops processes internally. Burhan is best positioned to not only advise on matters to measure economic output in the City but also be hands-on in creating what is necessary for the Venture Miami team to take advantage of turning this information into insights for future decision making. B. SERVICES TO BE PROVIDED The Expert Consultant shall: 1. Plan and conduct qualitative or quantitative research to provide deeper understanding of Miami's growing market and economy. 2. Create internal reports to guide decision making on new initiatives and operations with Venture Miami. These include, but are not limited to: Page 9 of 16 DocuSign Envelope ID: CD4BC206-02A0-49F1-8C2D-A7C831F5EB18 • Building out company profiles within "right to win" verticals • Obtaining contact information for outbound campaigns for C-suite level executives • Identify new verticals within the Miami ecosystem primed for growth • Identify educational strengths and deficiencies in the local ecosystem 3. Track and identify non-profit and government initiatives surrounding education, upskilling, and other ecosystem building initiatives 4. Track and identify new -to -market or expanding companies, full time employees, number of open roles, office location, square footage, and other key performance indicators C. PROJECT COSTS The following is a breakdown of costs and services to be provided to the City by the Expert Consultant: Description Cost Services will be provided pursuant to the Scope of Services as listed in Section B, above. $75,000/annual Page 10 of 16 DocuSign Envelope ID: CD4BC206-02A0-49F1-8C2D-A7C831F5EB18 Exhibit "B" INSURANCE REQUIREMENTS, COMPLETED IRS FORM W-9, AND INDEPENDENT CONTRACTOR LETTER FROM BRIAN ELMSTO CITY OF MIAMI I. Personal Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Limits of Liability -Split Limits$100,000.00/300,000.00/500,000.00 or Combined $300,000.00 Endorsements Required City of Miami listed as an additional insured II. Worker's Compensation Limits of Liability Statutory -State of Florida Employer's Liability A. Limits of Liability $100,000.00 for bodily injury caused by an accident, each accident $100,000.00 for bodily injury caused by disease, each employee $500,000.00 for bodily injury caused by disease, policy limit OR Provide exemption certificate from the State of Florida, Division of Workers' Compensation, and/or letter indicating the number of employees, including corporate officers. III. Professional Liability/Errors and Omissions Coverage Each Claim General Aggregate Limit Retro Date Coverage included $ 1,000,000.00 $ 1,000,000.00 The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than thirty (30) days prior to any such cancellation or material change. Page 11 of 16 DocuSign Envelope ID: CD4BC206-02A0-49F1-8C2D-A7C831F5EB18 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/or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Page 12 of 16 DocuSign Envelope ID: CD4BC206-02A0-49F1-8C2D-A7C831F5EB18 September 15, 2022 Ann -Marie Sharpe, Director Department of Risk Management City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 Re: Status as Independent Contractor Dear Ms. Sharpe: In connection with my Expert Consultant Agreement ("Agreement") with the City of Miami ("City") through its City Manager's Office, I am writing to inform the City of the following: 1. I am entering into the Agreement as an Independent Contractor; and 2. I will be providing Expert Consultant Services on an as -needed basis and will not have any decision - making authority; and 3. I will not employ or subcontract from any other person in order to provide Expert Consultant Services to the City for this engagement; and 4. I am exempt from, and am not required to maintain any worker's compensation insurance coverage for myself; and 5. I am requesting and affirming that it is my instruction to you that any and all payments for the Expert Consultant Services provided in accordance with this Agreement shall be made to Burhan Sebin for Tax related consequences, if any, which are solely mine and/or of the payee. If you require any further information in connection with the Agreement, please contact me at the address and telephone number provided below. Burhan Sabin 92 SW 3rd St, #2804 Miami, FL 33130 burhansebin(cr�gmail.com Page 13 of 16 DocuSign Envelope ID: CD4BC206-02A0-49F1-8C2D-A7C831F5EB18 INSURANCE ADDENDUM INSURANCE DEFINITIONS, REQUIREMENTS AND CONDITIONS The VENDOR/CONTRACTOR/CONSULTANT agrees to provide and maintain throughout the life of this Agreement, and at Vendor/Contractor/Consultant's expense, insurance coverage outlined herewith as applicable insuring all operations related to the Agreement and any extensions thereof. Workers Compensation and Employers Liability Statutory and subject to the Laws of the State of Florida. This coverage protects against lawsuits stemming from workplace accidents. It provides for medical care to injured employees, along with compensation for lost income. Commercial General Liability It protects against accidents and injuries that occur on company property or the property of a customer. It compensates an injured person or owner of property for injuries and property damages, and the cost of defending lawsuits, including legal settlements or investigations. This policy also covers claims resulting from products exposures, libel, slander, copyright infringement and other personal and advertisement injuries. Commercial Automobile Liability It protects against liability, no fault, medical payments, uninsured and underinsured motorist claims, collision and other than collision physical damage. In addition, this policy affords coverage on autos that are hired or borrowed or non -owned for use in the business. The non -owned can be autos owned by employees or members of their households. Non -Owned Auto exposures can be endorsed or added under the Commercial General Liability Policy. Professional/Errors and Omissions Liability Used by many professionals such as engineers, lawyers, accountants, stockbrokers, financial advisers, insurance agents, court reports, dentists, nurses, and teachers. It protects against the financial effects of liability lawsuits filed by clients. It basically protects professionals who cause harm to a client due to incompetence, errors, or negligence. Umbrella Liability It protects against liability and losses after primary insurance benefits have been exhausted. This supplemental coverage kicks in only after the underlined liability policies have paid their maximum benefits. Page 14 of 16 DocuSign Envelope ID: CD4BC206-02A0-49F1-8C2D-A7C831F5EB18 Environmental Liability It protects against the financial costs of claims of injury or damage due to pollution, and other costs of cleaning up pollutants. These policies are designed to cover both property and liability risks. Directors and Officers Liability This coverage protects against claims from stockholders, employees and clients that are also aimed individually at directors and officers. These claims typically stem from errors in judgement, breaches of duty and wrongful acts in connection with company business. Cyber Liability It protects against costs of the theft, destruction, or unauthorized use of electronic data through computer viruses or network intrusions. It also adds protection to a business against such costs if a business fails to safeguard another party's electronic data. Companies sharing data outside their internal network benefit from this coverage. Commercial Property It protects against claims or damages to the insured's buildings, business personal property and personal property of others. It can also provide for loss of business income coverage or extra expenses incurred because of physical loss by a covered peril to the insured's property. Commercial Crime It protects against loss of money, securities, and other property because of a variety of criminal acts such as employee theft or embezzlement, burglary, robbery, forgery, computer fraud, kidnapping and extortion. Crime insurance also covers money and securities against damage or destruction by almost any cause of loss, not just crime. Builders Risk It protects against damage to or destruction of buildings or other structures during their construction. Any party with a financial interest in a construction, remodeling, or repair project, benefits from this coverage. Surety Bonds Surety bonds are three party contracts. The principal is the party that undertakes the obligation and pays for the issuance of a bond by a surety company. The bond provides capital to guarantee the obligation will be performed. The obligee is the party that receives the benefit of the bond If the obligation is improperly performed. Valuable Papers It pays for the cost to reconstruct damaged or destroyed valuable papers and records. Typically defined to include almost all forms of printed documents or records with the exception of money or securities, and data and media which is usually excluded. Additional Requirements Page 15 of 16 DocuSign Envelope ID: CD4BC206-02A0-49F1-8C2D-A7C831F5EB18 The Vendor/Contractor/Consultant shall furnish to the City's Departments of Procurement ("Procurement") and Risk Management ("Risk"), located at 444 S.W. 2nd Avenue Miami, Florida 33130, original certificates of insurance to be in force on the date of this Agreement, and renewal certificates of insurance thereafter. All policies indicated on the certificate shall be in compliance with all Agreement requirements. The failure of the City to obtain the applicable or corresponding certificates from Vendor/Contractor/Consultant is not a waiver by the City of any requirements for the Vendor/Contractor/Consultant. The Vendor/Contractor/Consultant shall furnish certificates of insurance listing the City as an additional insured. All insurance certificates shall be signed, dated, and reference the City contract number. The insurance shall provide for thirty (30) days prior written notice to be given to the City in the event coverage is substantially changed, canceled, or non -renewed. Any deductibles or self -insured retentions on referenced insurance coverages shall be borne by Vendor/Contractor/Consultant. The Vendor/Contractor/Consultant further agrees to have insurers waive their rights of subrogation against the City, its employees, elected officials, agents, or representatives. The coverages and limits furnished by Vendor/Contractor/Consultant in no way limit the Vendor/Contractor/Consutlant's liabilities and responsibilities specified within the Agreement or law. Any insurance or self-insurance programs maintained by the City shall not contribute with insurance provided by the Vendor/Contractor/Consultant under the Agreement. The required insurance to be carried is not limited by any limitations expressed in the indemnification language in this Agreement or any limitation placed on the indemnity in this Agreement given as a matter of law. If the Vendor/Contractor/Consultant is a joint venture or limited liability company, the insurance policies shall name the joint venture or limited liability company and each of its separate constituent entities as named insureds. The Vendor/Contractor/Consultant shall require all subcontractors to provide the insurance required herein. All subcontractors are subject to the same insurance requirements of the Vendor/Contractor/Consultant unless otherwise specified in this Agreement. If the Vendor/Contractor/Consultant or subcontractor desire additional coverages, the party desiring the additional coverages is responsible for the acquisition and cost. Notwithstanding any provision in the Agreement to the contrary, Risk maintains and reserves the right to modify, delete, alter, or change these requirements. Page 16 of 16 DocuSign Envelope ID: CD4BC206-02A0-49F1-8C2D-A7C831F5EB18 �® ACCORD CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 09/12/2022 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER BIBERK P.O. Box 113247 Stamford, CT 06911 CONTACT NAME: PHONE 844-472-0967 FAX 203-654-3613 (A/C, No, Ext): (A/C, No): E-MAILADDRESS: customerservice©biBERK.com INSURER(S) AFFORDING COVERAGE NAIC # Berkshire Hathaway Direct Insurance Company INSURER A : 10391 INSURED Burhan Sebin 92 Southwest 3rd Street 2804 Miami, FL 33130 INSURER B : 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 INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY XN9BP774859 09/10/2022 09/10/2023 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 50,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ Included GEN'L X AGGREGATE LIMIT APPLIES PRO PER: LOC GENERAL AGGREGATE $ 2,000,000 2,000,000 $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N/A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Professional Liability (Errors & Omissions): Claims -Made N9PL774892 09/10/2022 09/10/2023 Per Occurrence/ Aggregate $1,000,000/ $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Maimi are listed as additional insured as it pertains to general liability (see endorsement attached) City of Miami is insured on the general liability policy on a primary and non-contributory basis (see attached endorsement) CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Ave Miami, FL 33130 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 ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: CD4BC206-02A0-49F1-8C2D-A7C831F5EB18 AW o® CERTIFICATE OF PROPERTY INSURANCE DATE (MM/DD/YYYY) 09/12/2022 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. PRODUCER BIBERK P.O. Box 113247 Stamford, CT 06911 INSURED Burhan Sebin 92 Southwest 3rd Street 2804 Miami, FL 33130 CONTACT NAME: PHONE (844) 472-0967 (A/C, No, Ext): E-MAIL ADDRESS: salessupport@biberk.com FAX (A/C, No): (203) 654-3613 PRODUCER CUSTOMER ID: INSURER(S) AFFORDING COVERAGE INSURER A: Berkshire Hathaway Direct Insurance Compal NAIC # 541810 INSURER B : INSURER C: INSURER D: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: LOCATION OF PREMISES / DESCRIPTION OF PROPERTY (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Location: 92 Southwest 3rd Street, 2804 Miami, FL 33130 Bldg #001: Advertising and Related Services (Office) - 6365101 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 POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DD/YYYY) COVERED PROPERTY LIMITS X PROPERTY OF LOSS DEDUCTIBLES N9BP774859 09/10/2022 09/10/2023 BUILDING PERSONAL PROPERTY BUSINESS INCOME EXTRA EXPENSE RENTAL VALUE BLANKET BUILDING BLANKET PERS PROP BLANKET BLDG & PP $ 0 CAUSES $ 0 BASIC BUILDING 250 $ *— BROAD $ * CONTENTS X SPECIAL $ EARTHQUAKE $ n/a WIND $ n/a FLOOD $ n/a INLAND MARINE OF LOSS NAMED PERILS TYPE OF POLICY $ CAUSES $ POLICY NUMBER $ CRIME OF POLICY TYPE $ BOILER & MACHINERY / EQUIPMENT BREAKDOWN $ SPECIAL CONDITIONS / OTHER COVERAGES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) * ALS up to 12 months. CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Ave Miami, FL 33130 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 efc:: _---, .-- , -,, . ACORD 24 (2016/03) © 1995-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: CD4BC206-02A0-49F1-8C2D-A7C831F5EB18 From: Gomez Jr., Francisco (Frank) To: Burhan Sebin Cc: Gandarilla, Aimee; Quevedo, Terry Subject: RE: EXPERT CONSULTING AGREEMENT BURHAN SEBIN (Matter 22-1873) Date: Monday, September 12, 2022 1:35:56 PM Attachments: image001.pnq image003.pnq Good afternoon All, The COI is adequate. Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management (3o5) 416-174o Office (3o5) 416-1760 Fax fgomez@miamigov.com "Serving, Enhancing, and Transforming our Community" From: Burhan Sebin <burhansebin@gmail.com> Sent: Monday, September 12, 2022 1:32 PM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Cc: Gandarilla, Aimee <AGandarilla@miamigov.com>; Quevedo, Terry <TQuevedo@miamigov.com> Subject: Re: EXPERT CONSULTING AGREEMENT BURHAN SEBIN (Matter 22-1873) CAUTION: This is an email from an external source. Do not click links or open attachments unless you recognize the sender and know the content is safe. Good afternoon, Olivera, Rosemary From: Gandarilla, Aimee Sent: Thursday, September 22, 2022 8:29 AM To: Hannon, Todd Cc: Lee, Denise; Gibbs, Domini; Garcia, Aida; Olivera, Rosemary Subject: Matter EXPERT CONSULTANT AGREEMENT FOR BURHAN SEBIN Attachments: EXPERT CONSULTING AGREEMENT BURHAN SEBIN.pdf Good morning Todd, Please find attached the fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Thank you, a we candemn& Procurement Assistant City of Miami Department of Procurement 444 SW 2' Avenue, 6th floor, Miami, FL 33130 P (305) 416-1906 F(305) 400-5338 agandarilla@miamigov.com https://miamigov.com/Govern ment/Departments-Organizations/Procurement "Serving, Enhancing, and Transforming our Community" If you're not already,a Vendor, click on or scan the QR Code to register as a new Vendor for the City of Miami. 1