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HomeMy WebLinkAbout24626AGREEMENT INFORMATION AGREEMENT NUMBER 24626 NAME/TYPE OF AGREEMENT OMNI CRA & H. BERT GONZALEZ DESCRIPTION EXPERT CONSULTANT AGREEMENT/SPECIALIZED & DEFINED TASKS FOR THE OMNI CRA EFFECTIVE DATE October 12, 2023 ATTESTED BY TODD B. HANNON ATTESTED DATE 10/12/2023 DATE RECEIVED FROM ISSUING DEPT. 10/12/2023 NOTE QLcea1t2 EXPERT CONSULTANT AGREEMENT BETWEEN THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND H. BERT GONZALEZ THIS AGREEMENT is made and entered into this L day of October, 2023, effective upon signature (the "Effective Date"), by and between the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("OMNI CRA"), and H. BERT GONZALEZ, a ("Expert Consultant"). 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 has decided to transition executive directors; and WHEREAS, GONZALEZ has served as the director of the OMNI CRA since March 10, 2022; and WHEREAS, the OMNI CRA requires the services of GONZALEZ to assist in the transition of executive directors; and WHEREAS, the OMNI CRA, through the Interim Executive Director and the OMNI CRA Board of Directors, has selected GONZALEZ to assist with the OMNI CRA transition of executive directors in accordance with the applicable provisions of the City of Miami Procurement Ordinance; and WHEREAS, the OMNI CRA Board of Directors has adopted Resolution on j c of OCA1-0( , 2023, authoring the Interim Director to execute this agreement for GONZALEZ to provide said services. WHEREAS, the OMNI CRA through its Interim Executive Director has deemed the Expert EXPERT CONSULTANT AGREEMENT BETWEEN THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND H. BERT GONZALEZ Consultant qualified in accordance with Sections 18-72,18-73, and 18-116 of the Code of the City of Miami, Florida, as amended ("City Code"), and the Expert Consultant agrees to perform the Services as defined and described herein; NOW, THEREFORE, pursuant to Sections 18-72, 18-73, and 18-116 of the City Code, the parties in consideration of the mutual obligations expressed herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, the OMNI CRA and the Expert Consultant agree as follows: TERMS Section 1. Recitals and Incorporations. The foregoing recitals are true and correct and hereby incorporated into and made a part of this Agreement. Section 2. Scope of Services. The OMNI CRA shall retain the Expert Consultant and assign Expert Consultant to the OMNI CRA's Executive Director's office through which Expert Consultant shall perform the Scope of Services ("Services") outlined in Exhibit "A" hereto, which is incorporated by reference and made a part of this Agreement, and such other tasks as may from time to time be assigned. The Expert Consultant represents to the OMNI CRA that Expert Consultant is now, upon execution of this Agreement, and shall at all times during the term of this Agreement remain fully qualified, competent, and capable to perform the Services under this Agreement. Section 3. Remuneration, Audit and Inspection. A. The Parties agree that GONZALEZ shall be paid a total of three (3) payments for his performance under this Agreement: 1. On October 27, 2023, GONZALEZ will receive $19,167.00 plus a $900.00 health insurance reimbursement. 2. On November 11, 2023, GONZALEZ will receive $19,167.00 plus a $900.00 health insurance reimbursement. 3. On November 24, 2023, GONZALEZ will receive $19,167.00 plus a $900.00 health insurance reimbursement. Page 2 of 14 EXPERT CONSULTANT AGREEMENT BETWEEN THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND H. BERT GONZALEZ B. Any additional Services in excess, shall be negotiated and pre- approved in writing by the OMNI CRA 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. C. The Expert Consultant shall not be entitled to any employment emoluments and, as such, the Expert Consultant shall be required to complete Internal Revenue Services ("IRS") Form W-9, prior to execution ofthis Agreement. Further, the Expert Consultant expressly acknowledges that 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. D. 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 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. E. The OMNI CRA may, at 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 Expert Consultant's Page 3 of 14 EXPERT CONSULTANT AGREEMENT BETWEEN THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND H. BERT GONZALEZ 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 initial term of this Agreement shall commence on October 12, 2023, and shall continue until November 23, 2024. Section 5. Termination. The Parties agree that this Agreement terminates on November 23, 2024. Section 6. Relationship Between Parties. A. Expert Consultant, under the terms and conditions of this Agreement, is an independent contractor and not a OMNI CRA employee. As Expert Consultant is an independent contractor, 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. Expert Consultant acknowledges that such access to and use of OMNI CRA property does not alter Expert Consultant's status as an independent contractor. B. Other than as legally required by Expert Consultant in rendering their professional opinion(s), all other documents, information, materials, reports, and work products developed by the Expert Consultant in performing the Services pursuant to this Agreement are, and shall remain, the property of the OMNI CRA. Expert Consultant understands and agrees that any information, document, report, materials, work products, or any other material whatsoever which is given by the OMNI CRA to Expert Consultant, or which is otherwise obtained or prepared by Expert Consultant pursuant to, or under the terms of this Agreement, is and shall at all times remain the property of the OMNI CRA. Expert Consultant agrees not to use any such information, document, report, work product, or material for any other purpose whatsoever without the written consent of OMNI CRA, Page 4 of 14 EXPERT CONSULTANT AGREEMENT BETWEEN THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND H. BERT GONZALEZ which may be withheld or conditioned by the OMNI CRA, in its sole discretion. C. 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. Expert Consultant acknowledges that working with the OMNI CRA to provide necessary scheduling for the Services does not alter their status as an independent contractor and Expert Consultant acknowledges and understands that compensation payment for their time is based upon the standards required by the IRS for payments to an independent contractor. Section 7. Indemnification. The Expert Consultant shall indemnify, hold and save harmless, and defend (at its own cost and expense), the OMNI CRA and the City of Miami, their officers, agents, directors, and/or employees, from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Expert Consultant and persons employed or utilized by Expert Consultant in the performance of this Agreement. Expert Consultant shall further indemnify, save and hold harmless, and defend (at its own cost), the OMNI CRA and the City and their officials and/or employees against any civil actions, statutory or similar claims, injuries or damages arising or resulting from the Services, even if it is alleged that the OMNI CRA, the City, their officials, and/or employees were negligent. In the event that any action or proceeding is brought against the OMNI CRA or the City 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 and the City. The Expert Consultant expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Expert Consultant shall in no way limit the responsibility to indemnify, keep and save harmless and defend the OMNI CRA, the City or their officers, employees, agents and instrumentalities as herein provided. Page 5 of 14 EXPERT CONSULTANT AGREEMENT BETWEEN THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND H. BERT GONZALEZ The indemnification provided above shall obligate the Expert Consultant to defend, at its own expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the 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 or the City, whether performed by the Expert Consultant, or persons employed or utilized by Expert Consultant. These duties will survive the cancellation or expiration of the Agreement. This Section will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as applicable and as amended. Expert Consultant shall require all sub -consultant agreements to include a provision that each subconsultant will indemnify the OMNI CRA and the City in substantially the same language as this Section. The Expert Consultant agrees and recognizes that the OMNI CRA and the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Expert Consultant in which the OMNI CRA and the City participated either through review or concurrence of the Expert Consultant's actions. In reviewing, approving or rejecting any submissions by the Expert Consultant or other acts of the Expert Consultant, the OMNI CRA and the City, in no way, assume or share 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. Nondiscrimination. The Expert Consultant represents and warrants to the OMNI CRA that Expert Consultant does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Expert Consultant's performance under this Agreement on account of Page 6 of 14 EXPERT CONSULTANT AGREEMENT BETWEEN THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND H. BERT GONZALEZ race, color, gender, religion, age, disability, sexual orientation, marital status, or national origin. Expert Consultant further covenants that no otherwise qualified individual shall, solely by reason of their race, color, gender, religion, age, disability, sexual orientation, marital status, or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. Section 9. Non -Assignment. Successors. and Assigns. The Expert Consultant's professional services are unique in nature and are not assignable. Section 10. Ownership of Documents. The Expert Consultant understands and agrees that any information, document, report, plans, budget, or any other material whatsoever which is given by the OMNI CRA or on behalf of the OMNI CRA to Expert Consultant pursuant to or under the terms of this Agreement is, and shall at all times remain, the property of the OMNI CRA. Expert Consultant agrees not to use any such information, document, report, plans, budget or other materials without the written consent of the OMNI CRA, which consent may be withheld or conditioned by the OMNI CRA as the owner thereof. Section 11. Public Records. A. Expert Consultant understands that the public shall have access, at all reasonable times, to all documents and information pertaining to OMNI CRA contracts, 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 applicable law. Consultant's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the OMNI CRA. B. Expert Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keeping and maintaining public records that ordinarily and necessarily would be required of the OMNI CRA to perform this Service; (2) upon Page 7 of 14 EXPERT CONSULTANT AGREEMENT BETWEEN THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND H. BERT GONZALEZ 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 term and following completion of the Agreement if Expert Consultant does not transfer the records to the OMNI CRA; (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 Service, 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, Expert Consultant shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. C. Should Expert Consultant determine to dispute any public access provision required by Florida Statutes, then Expert Consultant shall do so in accordance with the Page 8 of 14 EXPERT CONSULTANT AGREEMENT BETWEEN THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND H. BERT GONZALEZ 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, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 679- 6870, OR REGULAR MAIL AT 1401 NORTH MIAMI AVENUE, 2ND FLOOR, MIAMI, FL 33136. THE EXPERT CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE OMNI CRA WHO IS ADMINISTERING THIS AGREEMENT. Section 12. Award of Agreement. The Expert Consultant represents and warrants to the OMNI CRA that Expert Consultant has not employed or retained any person or company employed by the OMNI CRA to solicit or secure this Agreement, and that they have 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 13. 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. 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 14. Notices. All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered, or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given, as herein provided. Notice shall be deemed given on the day on which Page 9 of 14 EXPERT CONSULTANT AGREEMENT BETWEEN THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND H. BERT GONZALEZ personally delivered; or if by U.S. Mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. To Expert Consultant: H. Bert Gonzalez To OMNI CRA: With a copy to: Miami, Florida Omni Redevelopment District Community Redevelopment Agency 1401 N. Miami Avenue 2nd Floor Miami, FL 33136 Attn: Interim Executive Director Office of the City Attorney City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, FL 33130 Attn: Victoria Mendez, General Counsel Section 15. 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) 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 16. Severability. If this Agreement contains any provision found to be unlawful, the same shall be deemed to be of no effect and shall be deemed stricken from this Agreement without affecting the binding force of this Agreement as it shall remain after omitting such provision. 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 Page 10 of 14 EXPERT CONSULTANT AGREEMENT BETWEEN THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND H. BERT GONZALEZ courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial. Each party shall pay its own costs and attorney's fees. B. Should any provision, paragraph, sentence, word, or phrase contained in the Agreement be 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 of Miami, such provision, paragraph, sentence, word, or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then the same shall be deemed severable, and in either event, the remaining terms and provisions of the Agreement shall remain unmodified and in full force and effect or limitation of its use. C. No waiver or breach of any provision of the Agreement shall constitute a waiver of any other breach or of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. D. The Agreement constitutes the sole and entire agreement between the parties hereto relating to the subject matter hereof and correctly sets forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in the Agreement, including the Exhibits hereto, are of no force and effect. No modification to, supplement of, deletion from, amendment or addition to the Agreement shall be valid unless in writing and executed by the properly authorized representatives of the parties hereto. Section 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, Page 11 of 14 EXPERT CONSULTANT AGREEMENT BETWEEN THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND H. BERT GONZALEZ 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. ****SIGNATURE PAGE TO FOLLOW*** Page 12 of 14 EXPERT CONSULTING AGREEMENT BETWEEN H. BERT GONZALEZ AND OMNI CRA IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed as of the Effective Date above. . BERT GONZ LEZ STATE OF FLORIDA ) COUNTY OF MIAMI-DADE) SS: itrt ON THIS 04. day of Ottob,C 2023, before me personally appeared H. BERT GONZALEZ, known to me to be the person who executed the foregoing Expert Consulting Agreement and acknowledge that he/she executed as his/her free act and deed. SIGN PRINT Y P TODD B. HANNON 'iQ 1 Notary Public - State of Florida ! Commission # HH 273956 ` oFn.�- My Comm. Expires Sep 25, 2026 Bonded through National Notary Assn. ATTEST: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA") Todd B. HannoCler of the Board By: Date: (!� �.(ab.2? Interim Executive Director, Omni CRA APPROVED AS TO FORM AND CORRECTNESS: Victoria M ndez General Co , el EXPERT CONSULTANT AGREEMENT BETWEEN THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND H. BERT GONZALEZ EXHIBIT "A" SCOPE OF SERVICES Expert Consultant shall provide the following professional services as needed as part of this Agreement: 1. Assisting the OMNI CRA with the transition of Executive Directors. 2. Perform such additional work as requested by the Interim Executive Director. The OMNI CRA may, at its sole discretion, request that Consultant perform services that go beyond the Services outlined in Exhibit A. Written authorization will be required prior to Consultant's performance of any additional services. 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