The URL can be used to link to this page

Home My WebLink About24280AGREEMENT INFORMATION AGREEMENT NUMBER 24280 NAME/TYPE OF AGREEMENT OMNI CRA & BUSINESSFLARE, LLC DESCRIPTION EXPERT CONSULTANT AGREEMENT/EXPANSION OF THE CRA/MATTER ID: 23-456 EFFECTIVE DATE March 2, 2023 ATTESTED BY TODD B. HANNON ATTESTED DATE 3/2/2023 DATE RECEIVED FROM ISSUING DEPT. 3/3/2023 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: B3A6B167-2091-4351-8505-A59B87E33528 AL v. CITY OF MIAMI DOCUMENT ROUTING FORM Department of Procurement ORIGINATING DEPARTMENT: DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Omni CRA and BusinessFlare LLC IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? I TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? r TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ■❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) YES NO ES ❑ NO ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY): Expert Consultant Agreement with Omni CRA and BusinessFlare LLC COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER February 27, 2022 Annie Perez, CPPO II E SIGNATRE: rsa�%�v ov v RISK MANAGEMENT February 27, 2023 Ann -Marie Sharpe I 11:29:,10cuE,V, SIGNATURE: Frank Goivy CITY ATTORNEY March 1, 2023 Victoria Mendez I 23:00:00 ES,"...ignetlby: SIGNATURE: .Q-,;Q - 1 ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER Larry Spring, CPA SIGNATURE: ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS Natasha Colebrook -Williams SIGNATURE: DEPUTY CITY MANAGER Nzeribe Ihekwaba, Ph.D., PE SIGNATURE: CITY MANAGER Arthur Noriega V SIGNATURE: C CITY CLERK March 2, 2023 Todd Hannon 1 18:46:36 EST SIGNATURE: '-- `' ,.',1- �EQbosboo,as9 PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSign Envelope ID: B3A6B167-2091-4351-8505-A59B87E33528 IAFI I{SPAT 1 I fp � 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 2/23/2023 Date: Procurement Requesting Client (305) 416-1907 Telephone Legal Service Requested: Expert Consultant Agreement with Omni CRA and BusinessFlare LLC 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: nlssue opinion in writing. Publish opinion after issuance. Authorized by: Yadissa Calderon 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 DocuSign Envelope ID: B3A6B167-2091-4351-8505-A59B87E33528 EXPERT CONSULTANT AGREEMENT BETWEEN THE OMNI CRA AND BUSINESSFLARE LLC THIS AGREEMENT ("Agreement") is made and entered into this end day of March , 2023, effective upon signature ("Effective Date"), by and between the Omni Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("Omni CRA"), whose address is 1401 North Miami Avenue, 2nd Floor, Miami, Florida 33161, and BusinessFlare, LLC, a for profit corporation authorized to conduct business in Florida ("Expert Consultant" or "BusinessFlare"), whose address is 1175 NE 125th Street, Suite 601, Miami, FL 33161 WITNESSETH: WHEREAS, the Omni CRA, 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 Omni CRA and which tasks, by their nature, require independent and autonomous judgment; and WHEREAS, the Omni CRA must retain the professional services of the Expert Consultant to provide the Omni CRA with the Scope of Services defined in Exhibit "A", attached and incorporated ("Services"); and WHEREAS, the Omni CRA, through the Executive Director'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 Omni CRA 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 Executive Director may retain an Expert Consultant. The Expert Consultant identified above will be assigned to assist the Executive Director, or his designee, and shall perform the Services outlined in Exhibit "A", attached and incorporated. The Expert Consultant represents to the Omni CRA 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 the amount and manner as specified in Exhibit "B". Even if there is, at the discretion of the Omni CRA, an Amendment to increase the renumeration, in no event shall the total of remuneration for all Services exceed One Hundred Twenty -Five Thousand Dollars Page 1 of 15 DocuSign Envelope ID: B3A6B167-2091-4351-8505-A59B87E33528 ($125,000.00) per year. The Omni CRA, 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 Executive Director 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 Omni CRA employee, temporary or permanent, classified or unclassified, by virtue of this Agreement. The Expert Consultant shall provide the Executive Director with the completed IRS Form W-9 at the time of execution of the Agreement. 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 Omni CRA require one to be performed. D. The Omni CRA may, at all reasonable times and for a period of up to three (3) years following the date of final payment by the Omni CRA 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 Omni CRA 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 Omni CRA's sole discretion. The Omni CRA, acting by and through the Executive Director, 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 Omni CRA 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 Omni CRA. Section 6. Relationship Between Parties. A. The Expert Consultant, under the terms and conditions of this Agreement, is an independent contractor and not a Omni CRA employee. As the Expert Consultant is an independent contractor, the Expert Consultant shall not be entitled to any employment emoluments. Access and use of Omni CRA property shall be at the sole discretion of the Executive Director. The Expert Consultant acknowledges that such access to and use of Omni CRA property does not alter the Expert Consultant's status as an independent contractor. Page 2 of 15 DocuSign Envelope ID: B3A6B167-2091-4351-8505-A59B87E33528 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 Omni CRA. The Expert Consultant understands and agrees that any information, documents, reports, materials, work product, or any other materials whatsoever which is given by the Omni CRA 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 Omni CRA. 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 Omni CRA, which may be withheld or conditioned by the Omni CRA in the Omni CRA's sole discretion. C. The Expert Consultant shall work with the Omni CRA to develop and undertake the schedule necessary to provide the Services as needed by the Omni CRA. The Expert Consultant acknowledges that working with the Omni CRA 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 Omni CRA, 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 Omni CRA by reason of any such claim or demand, the Expert Consultant shall, upon written notice from the Omni CRA, resist and defend such action or proceeding by counsel satisfactory to the Omni CRA. 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 Omni CRA, its officers, agents, directors, employees, and instrumentalities 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 Omni CRA 's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the Omni CRA, 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 Omni CRA in substantially the same language as this Section. The Expert Consultant agrees and recognizes that the Omni CRA 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 Omni CRA participated either through review or concurrence of the Expert Consultant's actions. In reviewing, Page 3 of 15 DocuSign Envelope ID: B3A6B167-2091-4351-8505-A59B87E33528 approving, or rejecting any submissions by the Expert Consultant or other acts of the Expert Consultant, the Omni CRA, 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 Omni CRA constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Expert Consultant. Section 8. 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 Omni CRA 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 "C", including the Insurance Requirements and the W-9, all attached and incorporated. Section 9. Nondiscrimination. The Expert Consultant represents and warrants to the Omni CRA 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 Omni CRA or on behalf of the Omni CRA to the Expert Consultant pursuant to or under the terms of this Agreement is, and shall at all times remain, the property of the Omni CRA. 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 Omni CRA, which consent may be withheld or conditioned by the Omni CRA 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 Omni CRA Agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the Omni CRA 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 Omni CRA 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 Page 4 of 15 DocuSign Envelope ID: B3A6B167-2091-4351-8505-A59B87E33528 required of the Omni CRA to perform this Service; (2) upon request from the Omni CRA 's custodian of public records, provide the Omni CRA 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 Omni CRA; and (4) upon completion of the Agreement, transfer, at no cost to the Omni CRA, all public records in possession of the Expert Consultant or keep and maintain public records required by the Omni CRA to perform the Services. If the Expert Consultant transfers all public records to the Omni CRA 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 Omni CRA, upon request from the Omni CRA's custodian of public records, in a format that is compatible with the information technology systems of the Omni CRA. 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 Omni CRA. 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) 679- 6868, VIA ELECTRONIC MAIL AT FLLOP-NOYftMIAMIGOV.COM, OR VIA REGULAR MAIL AT CITY OF MIAMI, OFFICE OF THE CITY ATTORNEY, 1401 NORTH MIAMI AVE, MIAMI, FLORIDA 33136. 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 Omni CRA that the Expert Consultant has not employed or retained any person or company employed by the Omni CRA 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. 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 Page 5 of 15 DocuSign Envelope ID: B3A6B167-2091-4351-8505-A59B87E33528 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: BusinessFlare, LLC c/o Mr. Kevin Crowder 1175 NE 125th Street #601 Miami, FL 33161 Kevi n Ca B usinessFlare. net To the Omni CRA: Omni Community Redevelopment Agency ATTN: H. Bert Gonzalez, Executive Director 1401 North Miami Avenue, 2nd Floor Miami, Florida 33136 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 Omni CRA 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 Omni CRA, 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. Page 6 of 15 DocuSign Envelope ID: B3A6B167-2091-4351-8505-A59B87E33528 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 Omni CRA 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 15 DocuSign Envelope ID: B3A6B167-2091-4351-8505-A59B87E33528 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ATTEST: By: Name: Alicia Alleyne Title: Chief Operating Officer ATTEST: Docusien a by: By: Todd Hannon City Clerk APPROVED AS TO FORM AND CORRECTNESS: c-DS DocuSignetl by: By: rmrgom �, _w.,, _. Victoria Mendez GKW 23-456 City Attorney G bt) "Expert Consultant" or "BusinessFlarer BUSINESSFLARE, LLC a foreign profit corporation authorized to conduct business in Florida By: Name: Kevin S Crowder Title: Pounder "Omni CRA" OMNI CRA, H. Bert Gonzalez Executive Director, Omni CRA APPROVED AS TO INSURANCE REQUIREMENTS: By: DocuSignetl by: Fmk amc,) Ann-tarie Sharpe Risk Management Director Page 8 of 15 DocuSign Envelope ID: B3A6B167-2091-4351-8505-A59B87E33528 EXHIBIT A SPECIFICATIONS/SCOPE OF WORK Consultant shall: 1 Task 1 — Background Review and Preparation 1.1 Adopted Plans Review 1.1.1 Evaluate current plan and perform a check and balance update of projects and programs 1.2 Preparatory Meetings — conduct background meetings with CRA staff and CRA identified officials to gather information that is relevant to the engagement, including: 1.2.1 CRA Staff 1.2.2 City Administration 1.2.3 Miami -Dade County 1 3Data Request and Review — this request will include but is not limited to the following: 1.3.1 CRA budgets (past 5 years) 1.3.2 DR 420 forms received from Miami -Dade County for the CRA and the City 1.3.3 CRA Annual Reports (past 5 years) 1.3.4 Current and Prior CRA Plan 1.3.5 Specific data from the CRA and/or City regarding blight criteria, include crime stats, emergency calls, building and code violations. 1.3.6 Anything else that the Client believes is relevant to the engagement. 1.3.7 Deliverable: Data Request 2 Task 2 — Existing Conditions 2.1 Physical Environment Analysis 2.1.1 Evaluate the physical environment (infrastructure and real estate) conditions and opportunities in the existing CRA and the proposed Expansion Area. 2.1.2 Review will include all criteria identified in Chapter 163, Florida Statutes and additional required criteria identified by Miami -Dade County for consideration of CRA expansion. 2.2 Economic Condition Analysis 2.2.1 Evaluate market conditions, local business trends, tapestries, targeted industries, the regulatory structure and socioeconomics. 2.2.2 Review will include all criteria identified in Chapter 163, Florida Statutes and additional required criteria identified by Miami -Dade County for consideration of CRA expansion. 2.3Deliverable: Existing Conditions Summary organized by statutory criteria. 3 Task 3 — Finding of Necessity 3.1 Prepare analysis of the statutory and county criteria that supports a determination that slum and/or blight conditions exist in the proposed Expansion Area. 3.2 Provide supporting data and documentation for the findings of blight, including data analysis, observational and photo documentation. Page 9 of 15 DocuSign Envelope ID: B3A6B167-2091-4351-8505-A59B87E33528 3.3Deliverable: Draft Finding of Necessity for Expansion of the Omni CRA. 4 Task 4 — Redevelopment Plan Update 4.1 Meet with up to 20 stakeholders in the existing CRA boundaries and the proposed Expansion Area to gather input. 4.2Meet with Miami -Dade County to gather input regarding the proposed expansion. 4.3 ldentify a list of priority redevelopment objectives and identify clear steps to achieve objectives. 4.4 Revise and update the Redevelopment Plan to incorporate up-to-date data, market conditions, physical environment opportunities, community goals, neighborhood impact statements, and coordinated policy recommendations. 4.5 Prepare a Chapter 163 and Miami -Dade County Requirements Checklist for the plan contents. 4.6Prepare updated TIF estimates and 6-year financial projections for plan implementation. 4.7Deliverable: Statutorily Compliant Updated Draft CRA Plan. 5 Plan Completion and Adoption 5.1 Review the draft deliverables with CRA staff. 5.2Review the draft deliverables with Miami -Dade County staff. 5.3At the client's direction, conduct one-on-one debriefs with the CRA board members to review Finding of Necessity and Draft CRA Plan. 5.4 Prepare updates and edits to the draft deliverables based on Client feedback. 5.5 BusinessFlare will meet with CRA staff to review final adjustments to the CRA plan. 5.6Deliverable: Final Finding of Necessity and Updated CRA Plan 6 Task 5 — Adoption 6.1 At the client's direction, present the deliverables to the CRA Board or other entities. Timeline 1.2 Preparatory meetings with the Client shall take place within five (5) days of execution of the agreement and receipt of the initial retainer. 1.3.6 Submission of the Data Request shall take place within five (5) days of execution of the agreement and receipt of the initial retainer. 1.3.6 The CRA shall provide requested data within ten (10) days of receipt of the Data Request. 2.3 Submission of the Existing Conditions Summary shall occur within four (4) weeks of Notice to Proceed. 3.3 The draft Finding of Necessity shall be submitted to the Client within seven (7) weeks of Notice to Proceed. 4.7 The draft updated CRA Plan shall be submitted to the Client within ten (10) weeks of Notice to Proceed. Page 10 of 15 DocuSign Envelope ID: B3A6B167-2091-4351-8505-A59B87E33528 5.1,2,3 The Client shall be responsible for timely scheduling of meetings. 5.4 Edits and updates to the draft deliverables shall be provided within three (3) days of receipt of comments from the Client. Page 11of15 DocuSign Envelope ID: B3A6B167-2091-4351-8505-A59B87E33528 EXHIBIT B COMPENSATION The fee for this scope of work shall be $112,000 total. Terms are Net 30 days and payable as follows. Initial Payment: Progress Payment 1: Progress Payment 2: Progress Payment 3: Final Payment: Option: $22,500 due upon execution of an agreement. Receipt of the Initial Payment shall constitute notice to proceed. $19,500 due upon submission of the Existing Conditions Summary. $20,500 due upon submission of the Draft Finding of Necessity. $40,000 due upon submission of the Draft Updated CRA Plan. $9,500 due upon submission of the Final Deliverables. Should the Client request presentation of the deliverables to the CRA board or other entities, presentations shall be billed at $295 per hour Page 12 of 15 DocuSign Envelope ID: B3A6B167-2091-4351-8505-A59B87E33528 EXHIBIT C INSURANCE REQUIREMENTS -PROFESSIONAL SERVICES AGREEMENT OMNI COMMUNITY REDEVELOPMENT SERVICE Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1.000.000 B. Endorsements Required City of Miami & OMNI CRA listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability 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 Page 13of15 DocuSign Envelope ID: B3A6B167-2091-4351-8505-A59B87E33528 B. Endorsements Required City of Miami & OMNI CRA listed as an additional insure III 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 IV Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim $1,000,000 General Aggregate Limit $1,000,000 Retro Date Included The above policies shall provide the City of Miami and Omni CRA 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 /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Page 14 of 15 DocuSign Envelope ID: B3A6B167-2091-4351-8505-A59B87E33528 Exhibit "D" COMPANY RESOLUTION WHEREAS, BusinessFlare, LLC ("Company'), a Limited Liability Company qualified to do business in Florida, desires to enter into an expert consultant agreement (the "Agreement') with the Omni CRA solely for the limited purposes of performing the services as described in the Agreement to which this Company Resolution is attached; and WHEREAS, the Managing Members of Company at a duty 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 MANAGING MEMBERS that this Company is authorized to enter into the Agreement with the Omni CRA, and that Kevin Crowder , 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 Omni CRA and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. DATED this _ 23rd day of February Corporate Secretary Print Name: Alicia Alleyne ,263 ��rr�riz Chairperson of the Managing Members Print Name: Kevin Crowder (Corporate Seal) Page 15 of 15 1 7 d .O A A I'1'1 13. 1 1 f" 21241/21.123 7:353 PM DocuSign Envelope ID: B3A6B167-2091-4351-8505-A59B87E33528 diti ACCORD, CERTIFICATE OF LIABILITY INSURANCE DATE IMEEIWYYTTJ THIS CERTIFICATE 15 ISSUED AS A MATTER. CIF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER_ THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND. EXTEND OR ALTER THE COVERAGE `E AFFORDED 13Y THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORLZEE REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT_ If the certificate holder is an ADDITIONAL INSURED, the policy(iesj must have ADDITIONAL INSURED provisions or be endorsed, If SUBROGATION IS WANED, 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 endorsers nt(s). PRODUCER Insureen, Division of Specialty Program Group LLC r DBA .SG Insurance Solutions LLC in CA 2E 3 N. LaSalle St., MinFloor, Chicago, IL 5012101 CaHTACT NAll'E ,aHw Ex,: (BCD) 52 153€4 j a. No: 312-NO-1 2 ADDREEE: MISURIMI*I AFFORDING COVERAGE NAM RUMMER A: ACE Fire Underwriters Insurance Company 20702 INSURE.° Businessfi re, LLC. 1175 NE 125th St Ste i901 $ el02, Miami, FL, 331.51 RUINERB: Turin City Fire Insurance Company 2M5 M URERC: MSURERD: INSURER E : INSURER F : COVERAG ES CERTIFICATE NUMBER: REVISION NUMBER:: THIS -3 TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ,,SSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD NDICATED. NOTWITHSTANDING ANY RECIUIREMENT. TERM OR. CONcr11CN OF ANY CONTRACT OR OTHER DOCUMENT 4'r1TH RESPECT TO 44H 'OF -I- '_ CERTIFICATE MAY BE 15SLED CR MAY PERTAIN. THE INSUR- E AFFORDED BY THE POLICIES DESCCRaEED HERE N SUBJECT TO ALL THE EPM.3. EXCLUSIONS AP DCONDITIONS OF SUCH POUC✓IES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS MSR LIR TYPE Qf INSURANCE I;DDL.SUER IN.:D yy,m, POLICY NUMBER PO iMMID POLICY EXP MAM.T.D7TYYI LIMITS = 1/ COMMERCIAL GENERAL IAAE. _I'Y t,:, 4b3ElYAAC?111 O 3.RA°2] (h J C,-„]� EACH OCCURRENCE # 1. "111 ' — V.2-U. D= �'.":_F F- E O RENTED DAMAGE TENTE 1GEOR tX•:t]f1NlCej 1 .1390,090 # MED EXP (,Ans on person)7D,°DD PE Ru OHAL 6AaV hLJJPtY 1,°D°�,IMO 4 r = _ i,�GRE= h-....LE: E -. POLICY ❑ ❑ _ _ O'T1= EP y EN Ji.AL AGGREGATE # °OC•,°06 PRCOUTra-OCRIP,Y}P AGG i 2,°00,110°� i - A UTOMC=. ' _E. _I�BILI-n ANY AUTO ALL OWED �; �C;-3r4 _EC J F. L'�'JE= All a __iczP ` V 4CT1� $( OV 'w\:11/ ` 3r`.^_]`__ - -{=- ,. t�_ k_l.3INGLE LIMIT Es sew r�ryl: _ # 1�' S.,;C.�Y INJURY [Prr Rey- is i E•DDLY INJURY (Fen accident! # PROPERTY DAMAGE :PeraKGuenrl 5 UMBREI � a LIAR EXCESS LIAR OCCUR CLAIMS -CLAM EACH aC URREN>•±E AGGREGATE DEL` RETENTION # _ WORKERS CCMPEIIS-ATION ANDEMPLD'YERS'LIABEITY ANY PR"PRE:-:JRPARTFERIEKECLrrlVE #=ICERNEVEEREXCLUDEa? [Marmla6ory In NH) K yes. de_ir.be Idrner DESCRIPTION G. OPERAT1rfl#1 tethe Y1 N NIA PER STATE DTI-- ER. _ _ EACCHACCIDENT = _ DISEASE - EA EMPLOYEE s E _ DIDE:43E-POLYGY _ 1 - , A Frolessioral Llanlhi (Errors anG. Omission E. 2.1.,F_2 ="E = :{C- 37,2E2: - ---- O arnrrteAparegate # .CCC,C[C.;:,C[C,[C[ DE8CRIPT1OH OF OPERATIONSi LOCATIONSJVEHICLES !AMR} lLlnooks#ohedub, nay 6e atoned Irn'Dr! :]act€rem -e Certificate Holder is named as Additional Insured as their in:erests may wear in regards to general ,.aa;..tp as per written acntract. This insurance is primary and non orrtribinoryto any other insurance provided as respe[#s general liability coverage. CERTIFICATE HOLDER CANC E LLATION Cry of Miami and Omni CRA 40'North Miami Avenue, 2rtd Floor Miami, !Florida 33161 SHOULD AM' OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPR ESENTATTwE %ems-•. .. •�•: -'n ACORD 25(201€IID3) 1888-201i ACORD CORPORATION_ All rights reserved_ The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: B3A6B167-2091-4351-8505-A59B87E33528 JIMMY PATRONIS CHIEF FINANCIAL OFFICER STATE OF FLORIDA DEPARTMENT OF FINANCIAL SERVICES DIVISION OF WORKERS' COMPENSATION * * CERTIFICATE OF ELECTION TO BE EXEMPT FROM FLORIDA WORKERS' COMPENSATION LAW * * NON -CONSTRUCTION INDUSTRY EXEMPTION This certifies that the individual listed below has elected to be exempt from Florida Workers' Compensation law. EFFECTIVE DATE: 10/13/2022 PERSON: KEVIN S CROWDER FEIN: 841736016 BUSINESS NAME AND ADDRESS: BUSINESSFLARE, LLC 1175 NE 125TH STREET STE 601 MIAMI, FL 33161 SCOPE OF BUSINESS OR TRADE: Salespersons or Collectors Outside EXPIRATION DATE: 10/12/2024 EMAIL: ACCOUNTS@BUSINESSFLARE.NET V, (''AO GV <p p O IMPORTANT: Pursuant to subsection 440.05(14), F.S., an offic- 'r- -•rpor ti rfw o elects exemption from this chapter by filing a certificate of election under this section may not recover benefits or compensation under h=pter.fNsuant to subsection 440.05(12), F.S., Certificates of election to be exempt issued under subsection (3) shall apply only to the corporate officer -d on theNotice of election to be exempt and apply only within the scope of the business or trade listed on the notice of election to be exempt. Purs n subsection 440.05(13), F.S., notices of election to be exempt and certificates of election to be exempt shall be subject to revocation if, at any time after ling of the notice or the issuance of the certificate, the person named on the notice or certificate no longer meets the requirements of this section for issuance of a certificate. The department shall revoke a certificate at any time for failure of the person named on the certificate to meet the requirements of this section. DFS-F2-DWC-252 CERTIFICATE OF ELECTION TO BE EXEMPT REVISED 08-13 E01608420 QUESTIONS? (850) 413-1609 DocuSign Envelope ID: B3A6B167-2091-4351-8505-A59B87E33528 From: To: Cc: Subject: Date: Attachments: Gomez Jr., Francisco (Frank) Carbonell, Aileen; Quevedo, Terry Gandarilla, Aimee RE: PROCUREMENT INSURANCE REVIEW FOR BUSINESSFLARE LLC COI Monday, February 27, 2023 10:47:01 AM image001.pnq image003.pnq Hello Aileen, The insurance is adequate. Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management (305) 416-174o Office (305) 416-176o Fax fgomez@miamigov.com "Serving, Enhancing, and Transforming our Community" From: Carbonell, Aileen <ACarbonell@miamigov.com> Sent: Monday, February 27, 2023 10:46 AM To: Quevedo, Terry <TQuevedo@miamigov.com>; Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Cc: Gandarilla, Aimee <AGandarilla@miamigov.com> Subject: RE: PROCUREMENT INSURANCE REVIEW FOR BUSINESSFLARE LLC COI Good morning, DocuSign Envelope ID: B3A6B167-2091-4351-8505-A59B87E33528 Please see attached for final review. Should you have any questions or concerns, please do not hesitate to contact me at information listed below. Kind regards, Aileen Carbonell, MPA Procurement Assistant Department of Procurement 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 Office: (305) 416-1922 Facsimile: (305) 416-1925 Email: acarbonellPmiamigov.com Website: https://www.miamigov.com/Government/Departments-Organizations/Procurement "Serving, Enhancing, and Transforming O s(/' ,<P,1,0) V' 9, Mission: The City of Miami Dep nt D'rCScurement's mission is to ethically procure quality goods and services, design, co n construction management services at the best value for the City, while providing �.Ilent customer service, process efficiency, transparency, fairness, competition, accountability,�nd maintaining public trust. Click on or scan the QR Code to register as a new vendor for the City of Miami. CI it is s� i'e r4. i : is • :•k::nir ▪ Ohm ie.tt • :j : iuiri 0 ▪ • `Please consider the environment before printing this e-mail. CONFIDENTIAL COMMUNICATION The information contained in this transmission 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 DocuSign Envelope ID: B3A6B167-2091-4351-8505-A59B87E33528 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. From: Quevedo, Terry <TQuevedol@miamigov.com> Sent: Monday, February 27, 2023 9:46 AM To: Carbonell, Aileen <ACarbonelll@miamigov.com>; Gomez Jr., Francisco (Frank) <FGomez(@miamigov.com> Subject: RE: PROCUREMENT INSURANCE REVIEW FOR BUSINESSFLARE LLC COI Aileen Please provide WC Thanks «cl v Q y City of Miami Risk Management Department <p 9th Floor J<<' A51' 51/ OV 444 SW 2nd Avenue Miami, Florida 33130 (305) 416-1641 Office (305) 416-1710 Fax Tquevedo@miamigov.com -Sews y, S r4rrccary, atird 7140010,thv ara garderdatrc From: Carbonell, Aileen <ACarbonellPmiamigov.com> Sent: Monday, February 27, 2023 9:35 AM To: Gomez Jr., Francisco (Frank) <FGomez( miamigov.com> Cc: Quevedo, Terry <TQuevedoPmiamigov.com> Subject: PROCUREMENT INSURANCE REVIEW FOR BUSINESSFLARE LLC COI Importance: High Good morning, Please review the insurance attached at your earliest convenience and advise if adequate according to insurance requirements contained therein. Thank you! DocuSign Envelope ID: B3A6B167-2091-4351-8505-A59B87E33528 NOTE: PENDING WORKERS COMP Kind regards, Aileen Carbonell, MPA Procurement Assistant Department of Procurement 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 Office: (305) 416-1922 Facsimile: (305) 416-1925 Email: acarboneMmiamigov.com Remit W9 to: PurchasingSupplierAdminsl@miamigov.com Website: https://beta.miamigov.com/Government/Departments-Organizations/Procurement "Serving, Enhancing, a CONFIDENTIAL COMMUNICATION 1' V (''SO GV •0) 99$9/ 5 O 1 rming our Community" The information contained in this transmission 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: Friday, March 3, 2023 8:25 AM To: Hannon, Todd Cc: Lee, Denise; Olivera, Rosemary; Wysong, George K.; Brown, Sadie Subject: Expert Consulting Agreement Omni CRA and BusinessFlare Attachments: Expert Consulting Agreement Omni CRA and BusinessFlare.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, airnee gandaxieea 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 Eagandarilla@miamigov.com https://miamigov.com/Government/Departments-Organizations/Procurement 041 r,} !f 11, „ ri !i 1 "Serving, Enhancing, and Transforming our Community" 1