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HomeMy WebLinkAbout24706AGREEMENT INFORMATION AGREEMENT NUMBER 24706 NAME/TYPE OF AGREEMENT OMNI CRA & INGAGE BIZ, INC. DESCRIPTION EXPERT CONSULTANT AGREEMENT/EXPERT COMMUNICATIONS ADVISOR TO THE OMNI CRA $102,000 EFFECTIVE DATE December 1, 2023 ATTESTED BY TODD B. HANNON ATTESTED DATE 12/14/2023 DATE RECEIVED FROM ISSUING DEPT. 12/14/2023 NOTE DocuSign Envelope ID: 374F7CD5-82E7-428D-BOD7-8F1472DF78B1 9A1 ° (-9 EXPERT CONSULTANT AGREEMENT BETWEEN THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND INGAGE BIZ, INC. THIS AGREEMENT is made and entered into this 1 day of December, 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 INGAGE BIZ, INC a for profit corporation established n the state of Florida ("Expert Consultant"). WITNESSETH: WHEREAS, the OMNI CRA from time to time retains firms 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 requires the services of Expert Consultant to assist the CRA with the dissemination of information, public relations and community engagement as to all CRA projects, programs and activities; and WHEREAS, the OMNI CRA through its Interim Executive Director has deemed the Expert Consultant qualified in accordance with Sections 18-72,18-73, and 18-116 of the Code of the City of Miami, Florida, as amended ("City Code"), and the Expert Consultant agrees to perform the Services as defined and described herein; NOW, THEREFORE, pursuant to Sections 18-72, 18-73, and 18-116 of the City Code, the parties in consideration of the mutual obligations expressed herein, and for other good and DocuSign Envelope ID: 374F7CD5-82e7-428D-BOD7-8F1472DF78a1 _ _ DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND INGAGE BIZ, INC. 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. Scone 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 Expert Consultant shall be paid a total amount not to exceed one hundred two thousand dollars ($102,000), to be paid in monthly installments of eight thousand five hundred dollars ($8500.00) for a period not to exceed 12 months. 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. Page 2 of 20 DocuSign Envelope ID: 374F7CD5-82E7-428D_B0D7-8F1472DF78B1 ' DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND INGAGE BIZ, INC. C. The Expert Consultant shall not be entitled to any employment emoluments and, as such, the Expert Consultant shall be required to complete Internal Revenue Services ("IRS") Form W-9, prior to execution of this Agreement. Further, the Expert Consultant expressly acknowledges that Expert Consultant shall not acquire status, benefits, or rights as an 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 amonthly report detailing the hourly work completed and contain sufficient supporting documentation and 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 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 teen of this Agreement shall commence on December 1, 2023, and Page 3 of 20 DocuSign Envelope ID: 374F7CD5-82E7-428D_B0D7-8F1472DF78B1 __ _ DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND INGAGE BIZ, INC. shall continue until December 1, 2024. Section 5. Termination. The Parties agree that this Agreement shall terminate on December 1, 2024, however, the OMNI CRA may terminate for convenience at a sooner date after providing thirty (30) days written notice. Section 6. Relationship Between Parties. A. Expert Consultant, under the terns and conditions of this Agreement, is an independent contractor and not a OMNI CRA employee. 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, which may be Page 4 of 20 DocuSign Envelope ID: 374F7GD5-82E7-428D_BOD7-8F1472DF78g1 __ _ DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND INGAGE BIZ, INC. 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, Page 5 of 20 DocuSign Envelope ID: 374F7CD5-82E7-428D-BOD7-8F1472DF78B1 __ _ DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND INGAGE BIZ, INC. keep and save harmless and defend the OMNI CRA, the City or their officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate the Expert Consultant to defend, at its own expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the 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 Page 6 of 20 DocuSign Envelope ID: 374F7CD5-82E7-428D-BOD7-8F1472DF78B1 __ _ DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND INGAGE BIZ, INC. 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 their own insurance coverage(s), as applicable insurance(s) will not be paid by the CRA or the City on behalf of the Expert Consultant while performing the Services. Expert Consultant shall maintain insurance coverage(s) and provide evidence of insurance as required in Exhibit `B" Expert Consultant and will also provide the required independent contractor letter as part of Exhibit `B" hereto and incorporated by this reference. Section 9. 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 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 10. Non -Assignment. Successors. and Assigns. The Expert Consultant's professional 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, 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 Page 7 of 20 DocuSign Envelope ID: 374F7CD5-82E7-428D7BOD7-8F1472DF7817 __ _ DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND INGAGE BIZ, INC. 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 12. 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 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 Page 8 of 20 DocuSign Envelope ID: 374F7CD5-82E7-428D-BOD7-8F1472DF78B1 : DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND INGAGE BIZ, INC. 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 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 Page 9 of 20 DocuSign Envelope ID: 374F7GD5-82E7-428D-BOD7-8F1472DF78B1 _ . DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND INGAGE BIZ, INC. RECORDS CUSTODIAN AT THE OMNI CRA WHO IS ADMINISTERING THIS AGREEMENT. Section 13. 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 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. 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, or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given, as herein provided. Notice shall be deemed given on the day on which personally delivered; or if by U.S. Mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. To Expert Consultant: INGAGE BIZ, INC. 1305 1B4ia Amitt Mai aim`-K4 ts3Floor To OMNI CRA: Omni Redevelopment District Community Redevelopment Agency 1401 N. Miami Avenue 2nd Floor Page 10 of 20 DocuSign Envelope ID: 374F7CD5-82E7-428D-B0D7-8F1472DF7861 _ ' DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND INGAGE BIZ, INC. With a copy to: Miami, FL 33136 Attn: Interim Executive Director Isiaa Jones Office of the City Attorney City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, FL 33130 Attn: Victoria Mendez, General Counsel Section 16. Continaencv 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 17. Severabilitv. 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 18. 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 attorney's fees. B. Should any provision, paragraph, sentence, word, or phrase contained in the Agreement Page 11 of 20 DocuSign Envelope ID: 374F7CD5-82E7-428D-BOD7-8F1472DF78B1 __ _ DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND INGAGE BIZ, INC. 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 19. 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 20. Counterparts: Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be an original as against either party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An Page 12 of 20 DocuSign Envelope ID: 374F7CD5-82E7-428D-B0D7-8F1472DF78B1 _ : DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND INGAGE BIZ, INC. 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 13 of 20 DocuSign Envelope ID: 374F7C135-82E7-428D-BOD7-8F1472DF78B1__ DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND INGAGE BIZ, INC. ATTEST: APPROVED AS TO FORM AND CORRECTNESS: Victoria Mendez General Counsel 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") Isiaa Jone Interim Executive Director APPROVED AS REQUIREMEN -Marie Sh Risk Managem SERVICE PROVIDER (INGAGE BIZ, INC.): DocuSipmd by: Signature: L nl^�- NUL 542818D8E420... Katherine Doble Print Name: INGAGE BIZ, INC. WITNESS: Signature: Print Name: 21/1 J(J) L—(D7 - N611 e, Director nt CE Page 14 of 20 DocuSign Envelope ID: 374F7CD5-82E7-428D_BOD7-8F1472DF78B1 __ _ DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND INGAGE BIZ, INC. EXHIBIT "A" SCOPE OF SERVICES Expert Consultant shall provide as needed the professional services listed on the letter dated October 31, 2023, from Katherine Doble to Ms. Isiaa Jones, attached and incorporated into this agreement as Exhibit "A" 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. Page 15 of 20 DocuSign Envelope ID: 8770EC64-73FD-4B87-AA80-D399016842CA Exhibit "A" INGAGE October 31, 2023 Ms. Isiaa Jones Omni CRA Miami, Florida Ms. Jones, We are honored to work with your agency as we begin to manage the dissemination of community redevelopment information for the Omni Redevelopment District Community Redevelopment Agency ("Omni CRA"). The scope of work and terms under which INGAGE Biz ("INGAGE") agrees to serve as the expert communications advisor to the Omni CRA beginning November 1, 2023, are outlined below. Fees for consultant services will be billed at $8,500 per month pursuant to the terms of the agreement with an effective date of November 1, 2023. INGAGE and the CRA team will meet monthly to review all aspects of our efforts. Services provided shall include the following for the fees outlined below: 1. Managing Omni CRA's social media accounts, including posting four to six times max each week, daily engagement with followers and target audiences, daily response to comments. 2. Developing and assisting with content for social media, including captions, images, and graphics. Short -form video and live streams are limited to two short -form videos per month and two live streams per month. 3. Coordination with the internal team on content development and response protocols 4. Weekly, 45-minute updates via zoom or preferred digital platform, and monthly analytics report 5. Responding to inquiries on the Omni CRA's Facebook, Instagram, Twitter, and Linkedln, and Monitoring online chatter and sentiment to provide recommendations. 6. Social media strategy and editorial calendar. 7. Development of one monthly print and digital newsletter, including graphic design & copywriting 8. Community Engagement and Public Relations efforts, which include: i. PR Strategy Development ii. Stakeholder Engagement iii. Media Relations and Coverage iv. Content Creation/ Circulation v. Monitoring, Reporting, Analysis vi: Compliance with ethical standards DocuSign Envelope ID: 8770EC64-73FD-4B87-AA80-D399016842CA Monthly Fee Breakdown Price Qty Subtotal Social media dissemination of information $2,150/ Month 1 $2,150/ Month _ Managing CRA's social media + engagement $1,450/ Month : 1 $1,450/ Month Content Creation $800/ Month 1 $800/ Month Monthly Print Newsletter Development - $1,300/ Month 1 $1,300/ Month Community Engagement and Public Relations $2,800/ Month 1 $2,800/ Month Total $8,500/ Month We look forward to a long and successful partnership with the CRA Office. I agree to the terms and conditions of this contract. L DoeuSlgned by: a Katherine Doble Ingage Biz President Oct 30, 2023 ar(A Isiaa Jones Miami Omni CRA Oct 30, 2023 DocuSign Envelope ID: 374F7CD5-82E7-428D_BOD7-8F1472DF78B1 __ _ DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND INGAGE BIZ, INC. EXHIBIT B-INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS -EXPERT CONSULTING AGREEMENT-INGAGE BIZ, INC. I. Personal Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Limits of Liability -Split Limits $100,000/300,000/50,000, or Combined $300,000 Endorsements Required City of Miami included as an Additional Insured II. Worker's Compensation Limits of Liability Statutory -State of Florida III. 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 OR Provide exemption certificate from the State of Florida, Division of Workers' Compensation, and/or letter indicating the number of employees, including corporate officers. IV. Professional Liability/Errors and Omissions Coverage/If Applicable Each Claim General Aggregate Limit $ 1,000,000 $ 1,000,000 The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: Page 18 of 20 DocuSign Envelope ID: 374F7CD5-82E7-428D-BOD7-8F1472DF78B1_ _ _._ENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND INGAGE BIZ, INC. 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. 19 A`� o® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 12/6/2023 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 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 Setnor Byer Insurance & Risk 900 S. Pine Island Road #300 Plantation FL 33324 CONTACT DB Special Unit NAME: p PHONE .EM)_ (954)382-4350 AX {A/C,No): (954)382-2810 EMAIL tracyb@setnorbyer.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INsuRERA: Fidelity & Guaranty Insurance Company 35386 INSURED Ingage Biz, InC. 95 Merrick Way Floor 3 Coral Gables FL 33134 INSURERB:TravelerS Indemnity Co of America 25658 INSURERC:H±SCOX 10200 INSURER D: INSURER E : INSURERF: COVERAGES CERTIFICATE NUMBER:2023 1206 Master REVISION NUMBER: THIS IS TO CERTIFY THATTHE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDINGANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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/YYYY) TYPE OF INSURANCE ADDLINSD SUBRWVD POLICY NUMBER (MM/DDY (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X B1P2W416656 12/1/2023 12/1/2024 EACH OCCURRENCE $ 1,000,000 DAMAGE TO PREMISES (EaENTED occurrence) $ 300,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 5,000 PERSONAL &ADVINJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'LAGGREGATE X LIMIT APPLIES PRO POLICY JECT OTHER: PER: LOC PRODUCTS-COMP/OPAGG $ 2,000,000 $ A AUTOMOBILE _ X — LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS .-- x X SCHEDULED AUTOS NON -OWNED AUTOS X BiP2W416656 12/1/2023 12/1/2024 COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ Hired& Non Owned Auto Liability $ 1,000,000 UMBRELLA UAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ $ DED RETENTION $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/ N Y N /A Y 006X042235 12/6/2023 12/6/2024 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 C PROFESSIONAL LIABILITY P102.721.156 12/8/2023 12/8/2024 EACH IAGGREGATE $1M I $1M DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) With written agreement, any person/org that is a premises owner, manager, or lessor and that you have agreed to include as an Additional Insured per form CGT1000219. Per Florida Statute 45 day Notice of Cancellation except in the event of nonpayment of premium, then 10 day notice. All of the above are subject to policy terms, limitations, exclusions and conditions. CERTIFICATE HOLDER CANCELLATION City of Miami 1 & OMNI CRA 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 Jami Lynn Bubnis/JLB `Ar-Vm ACORD 25 (2014/01) INS025 (201401) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMENTS/REMARKS General Liability: Primary & Non -Contributory when required by written contract per policy form CGT1000219. The foregoing statements apply to City of Miami & OMNI CRA. OFREMARK COPYRIGHT 2000, AMS SERVICES INC. DocuSign Envelope ID: 374F7CD5-82E7-428D-BOD7-8F1472DF78B1_ _ ENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND INGAGE BIZ,' INC. Date: December 1, 2023 • From: INGAGE BIZ, INC. 1101 Brickell Avenue South Tower, Eight Floor Miami, Florida 33131 To: Ann -Marie Sharpe. Director of Risk Management Administration City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 Re: Status as Independent Contractor: Isiaa Jones • Interim Executive Director Omni Community Redevelopment Agency 1401 N. Miami Avenue Miami, Florida 33136 Dear Ms. Sharpe and Ms. Jones In connection with my Expert Consultant Agreement (the "Agreement") with the Omni CRA through its Executive Director's office, I am writing to inform the City of Miami and the CRA of the following: 1. I am entering into the Agreement as an independent contractor; and 2. I will be providing consulting 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 Services to the CRA for this engagement without the prior written consent of the CRA; and 4. ]1 alu ercumlpinfeormapdatmvuitheltairachtb a naiaoteirpan f numrlents3nmminipenga ibalni;grrance i nsur rage for myself. If you require any further information in connection with the Agreement, please contact me at the address and telephone number provided below. Sincerely, CDoe�1u:� Signed by: 6L�uiu t i iVl t, Vbtitt, 80B542618D8E420... Katherine Doble INGAGE BIZ, INC. 20