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HomeMy WebLinkAbout23588AGREEMENT INFORMATION AGREEMENT NUMBER 23588 NAME/TYPE OF AGREEMENT SAIF Y. ISHOOF, FLORIDA INTERNATIONAL UNIVERSITY VICE PRESIDENT AND THE FLORIDA INTERNATIONAL UNIVERSITY BOARD OF TRUSTEES DESCRIPTION EXPERT CONSULTANT AGREEMENT FOR ASSISTING THE OFFICE OF THE MAYOR WITH CREATION OF A STRATEGIC PLAN TO ATTRACT TECHNOLOGY COMPANIES TO THE CITY OF MIAMI, CREATING AN INNOVATION AND TECHNOLOGY ECOSYSTEM THAT IS INCLUSIVE/MATTER ID:21-284 #13 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 6/4/2021 DATE RECEIVED FROM ISSUING DEPT. 9/8/2021 NOTE CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Office of the City Mayor DEPT. CONTACT PERSON: Chief of Staff Nikolas Pascual EXT. (305) 250-5300 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: FIU VP for Engagement Saif Y. Ishoof IS THIS AGREEMENT AS A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? TOTAL CONTRACT AMOUNT: $50000.00 FUNDING INVOLVED? ❑■ YES ❑ NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT 0 EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT ❑ YES ❑■ NO F.us14 OTHER: (PLEASE SPECIFY) N/A PURPOSE OF ITEM (BRIEF SUMMARY) Expert Consultant will assist the Office of the City Mayor with creation of a strategic plan to attract technology companies to the City of Miami, creating an innovation and technology ecosystem that is inclusive. COMMISSION APPROVAL DATE: FILE ID: N/A ENACTMENT NO.: N/A IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: Pursuant to Section 18-116 of the Code of the City of Miami, Florida, as amended, the City Manager shall have the authority and sole discretion to contract with persons retained as expert consultants, without City Commission approval. .ROUTING INFORMATION , Date Signature/Print n ie PerezAnnieAnnie Date:2021.06.02 15:07:25 -04'00' SUBMITTED TO RISK MANAGEMENT arrB P�� �_ Da 020210.212:05 e• -0406' e Marie Dae 2021.W.0212U5:36 M'00' SUBMITTED TO CITY ATTORNEY 6/2/2021 tors Mend Z Digitally signed by Min, ' In, �arna�y Damaby Date: 2021.06.02 10:22:45 -04'00' APPROVAL BY BUDGET OFFICE Leon Michel Digitally signed by Michel, Michel, Leon 'oate:202,.06.02 1 a•i a•12 -aim' APPROVAL BY ASSISTANT CITY MANAGER NSWIlig39613PrIRtfinraysoigrn, Fe ando 0 0 0A•°3 Fernando °ate ^°21•°'00'6 APPROVAL BY DEPUTY CITY MANAGER Nzeribe Ihekwaba DigitaDy9gnedby N4kwaEa.Nunbe Ihekwaba, Nzeribe �„�2o2,.��„o,,,,�,„�• hurNorie•;t`T/.' .00 JUN RECEIVED BY CITY MANAGER 0 4 2021 SUBMITTED TO AND ATTESTED BY CITY CLERK Todd Hannon 1) ONE ORIGINAL TO CITY CLERK 2) ONE COPY TO CITY ATTORNEY'S OFFICE 3) REMAINING ORIGINAL(S) TO ORIGINATING DEPARTMENT PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER PR EXPERT CONSULTANT AGREEMENT BETWEEN THE CiTY OF MIAMi, FLORIDA AND SAiF Y. ISHOOF, FLORIDA INTERNATIONAL UNIVERSITY VICE-PRESIDENT FOR ENGAGEMENT AND THE FLORIDA INTERNATIONAL UNIVERSITY BOARD OF TRUSTEES THIS AGREEMENT ("Agreement") Is made and entered Into this — day of April, 2021, effective upon signature (the "Effective Date"), by and between the City of Miami, Florida, a municipal corporation of the State of Florida ("City"), Saif Y. Ishoof, the Florida international University Vice -President for Engagement ("Expert Consultant"), and The Florida International University Board of Trustees, a body corporate ("FIU"), whose primary address is 11200 S.W. 8'h Street Miami, Florida 33197. WITNESSETH: WHEREAS, the City from time to time retains independent contractors on a contractual basis for a specific term to perform certain specialized defined tasks for the City and which tasks, by their nature, require independent and autonomous Judgment. WHEREAS, the City through the Office of the Mayor desires to contract with Expert Consultant and FIU until December 31, 2021, and has deemed the Expert Consultant qualified in accordance with Sections 18-72,18-73, and 18-116, City of Miami Code, as amended (hereinafter "City Code"), and the Expert Consultant agrees to perform the Services defined below and described herein.. WHEREAS, the parties acknowledge that the Expert Consultant will provide Services under this Agreement on a part-time basis while continuing to perform his duties as the FIU Vice President of Engagement. NOW, THEREFORE, pursuant to Sections 18-72, 18-73, 18.112, 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 City and the FIU agree as follows: 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 City shall retain the Expert Consultant and assign Expert Consultant to the Mayor through which Expert Consultant will assist the Office of the Mayor and shall perform the Scope 1 of Services ("Services") outlined in Attachment "A" hereto, which Is incorporated by reference and made a part of this Agreement, and such other related tasks as may from time to time. be assigned. $ectig . Jmunpretion. Audit and Inspection, A. The City will pay FIU fifty thousand dollars ($50,000.00) to cover the portion of the salary and benefits FIU pays the Expert Consultant for the time allocated to rendering the Services described In this Agreement. The City agrees to pay FIU within forty-five (45) days from the Effective Date of this Agreement. In the event Expert Consultant is required to travel to perform the Services or incurs other business -related expenses, Expert Consultant shall submit requests for authorizations and reimbursements to the City in accordance with the City's policies and procedures and provide a copy of the same to FIU. The City will pay FIU for any travel or other business -related expenses Incurred by the Expert Consultant that have been approved by the City. Pursuant to Clty Code, the City's obligation for the payment for Services, travel and other business related expenses shall not exceed a cumulative maximum amount of One Hundred and Twenty - Five Thousand Dollars ($125,000.00) in any one year of this Agreement. B. The Expert Consultant shall remain an employee of FIU during the pendency of this Agreement and shall not be entitled to any employment emoluments or acquire any employment status with the City, C. Unless otherwise specifically provided In Attachment "A" hereto, pursuant to the Florida Prompt Payment Act, payment shall be made to FIU within forty-five (45) days after receipt of Expert Consultant's Invoice for Services and any travel or other related business expenses and any other expenses described in this Agreement, which shall be accompanied by sufficient supporting documentation and containsufficient detail, to allow proper audit of expenditures, should the City require one to be performed. D. The parties agree that all records received and/or created by Expert Consultant in connection with the Services provided under this Agreement shall be treated as the records of the City. E. All bills for travel and/or business expenses shall be submitted in accordance with and subject to the provisions of Section 112.061, Florida Statutes, and shall be accompanied by sufficient supporting documentation and contain sufficient details, as may be reasonably required by the City, to allow proper audit of Expert Consultant's travel expenses and/or other related business expenses for Services to the City, should the City require an audit to be performed. F, Any additional equipment or materials required to fulfill the Services requested herein shall be pre -approved by the City. Expert Consultant will provide a detailedinvoice for the additional equipment or materials. for any billing period. Expert Consultant shall provide a copy of the original receipt for any additional equipment or materials that were pre -approved by the 2 City with their invoice. The City shall not be responsible for payment of these additional equipment or materials In the event Expert Consultant does not provide such receipt. Section 4. Term, This Agreement shall become effective on the date of the Agreement's first page and shall continue through December 31, 2021. In no event shall the term of this Agreement with Expert Consultant, including any amendment, exceed one (1) year. The City, at Its sole discretion, reserves the right to exercise the option torenew this contract for a one-year (1) period. In compliance with the • requirements of the City Code, the Office of the Mayor In his discretion may review the needs of the city, any changes in the scope of Services, and the performance of Expert Consultant, and then determine whether any future Services are necessary and enter into a new agreementfor such changes in Services. Section S. Termination` This Agreement may be terminated at any time at the sole discretion of the Office of the Mayor or FIU with or without cause. In the event of termination of this Agreement for any reason with or without cause and with thirty (30) days' written notice, FIU and Expert Consultant shall not have recourse to any action for damages or other civil action, or to the City of Miami Grievance and Disciplinary Procedures, provided, in the event of any such termination, at the City of Miami's cost and expense, FIU will be paid and reimbursed for any unpaid travel and other related business expenses and any other expenses described in this Agreement rendered up to and including date of termination and approved by the City. Section S. Relationshlo Between parties. A. FIU and Expert Consultant are independent contractors to the City. Expert Consultant Is an employee of FIU andwill not be considered an employee of City because of this Agreement. As Expert Consultant is an independent contractor, Expert Consultant shall not be entitled to any employment emoluments from the City. Access and use of City property shall be at the sole discretion of the Office of the Mayor except as provided in Attachment "A." Any use of space pursuant to this Agreement will not change Expert Consultant's status as an employee of FIU or as an independent contractor of the City. B. Other than as legally required by Expert Consultant in rendering his 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 City. FIU understands and agrees that any information, document; report, materials, work products, or any other material whatsoever which is given by the City 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 City. FIU agrees not to use any such information, document, report, work product, or material for any other purpose whatsoever without the written consent of City, which may be withheld or conditioned by the City in its sole discretion. Sectiop 7. indemnification. The CIty and FIU, to the extent permitted under Florida, law shall indemnify, defend, and hold the other party, its trustees, officers, employees and agents harmless for, 3• from and against all actions, claims, liabilities, assertions of liability, losses, costs and expenses, which may arise out of or are related In any manner or are alleged to have arisen from the acts, omission, negligence or misconduct of the other party while performing this Agreement. The provision shall survive the expiration or earlier termination of the Agreement. Nothing in this Agreement shall be construed as a waiver of sovereign immunity. Any indemnification is limited to the express terms of Florida Statute Section 768.28. Section 8, Nondiscrimination. The Parties represent and warrant each Party 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, sex, religion, age, .disability, sexual orientation, marital status or national origin. The Parties further covenant that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, 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. Expert Consultant rtota §upragr of Opinions. It is understood by FIU, the Expert Consultant, and City that any opinions provided and liability appraisals made are not guarantees, but are estimates, forecasts, and projections that are not necessarily perfect and may not turn out to be entirely representative of future reality, provided, however, the City is entitled to reasonably rely on Expert Consultants expertise In the field In implementing any decisions or course of action suggested by Expert Consultants work product. Section 10. Non -Assignment. Successors,and Agsjgns. The Expert Consultant's professional services are unique in nature and are not assignable. Section 11. Ownership of Docements, FIU understands and agrees that any Information, document, report, plans, budget, or any other material whatsoever which is given by the City or on behalf of the City to Expert Consultant pursuant to or under the terms of the Agreement is and shall at all times remain the property of the City. FIU agrees not to use any such information, document, report, plans, budget or other materials without the written consent of the City, which consent may be withheld or conditioned by the City as the owner thereof. Section 12. Pubic Records. The parties agree that the public shall have access, at all reasonable times,' to all documents and information pertaining to the City, subject to the provisions of Chapter 119, Florida Statutes, and any specific exemptions therefrom, and the parties agree to allow access by each other and the public to all documents subject to disclosureunder applicable law unless there is a specific exemption from such access. A party's failure or refusal to comply with the provisions of this section may result in immediate termination of the Agreement by the other party. Pursuant to the provisions of Section 119.0701, Florida Statutes, Expert Consultant shell comply with the public records policies of FIU and City and state law, as follows: 4 A. Keep and maintain public records that ordinarily and necessarily would be required by the public agency In order to perform the service. Et. Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided In this chapter or as otherwise provided by law. C. Ensure thatpublic records that are exempt or confidential and exempt from public records disclosure requirements are not.disclosed except as authorized by law. D. Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the Expert Consultant upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, E. All records stored electronically must be provided to the City in a format compatible with the Information technology systems of the public agency. The parties agree that all public records received and/or created by Expert Consultant in connection with the Services provided under this Agreement shall be treated as the public records of the City and the responsibility of the City. Public records relating to time -keeping, travel, conflict of Interest reporting and other similar records required or maintained by FIU as Expert Consultant's employer shall be treated as the public records of FIU. The parties agree that any of the obligations In this section will survive the term, termination and cancellation hereof. IF FIU HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO FIU'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (30S) 416- 1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE,.9TH FLOOR, MIAMI, FL 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. Section 33. Compliance filth Federal. gate. apd Local Lawsq The parties understand that, as governmental entities, they are both subject to certain laws and regulations, Including laws pertaining to open public meetings, public records, conflicts of interest, procurement procedures, record keeping, etc., , and each and the Expert Consultant agree to comply with and to observe all applicable laws, codes and ordinances as they may be amended from time to time. 5 Section 14. Notices. All notices or other communications required under the 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 herein provided. Notice shall be deemed given on the day on which personally delivered; or if by U,S. Mall, on the fifth day after being posted or the date of actual receipt, whichever is earlier. Carlos 5. Castillo General Counsel Florida. International University 11200 S.W. 8t Street, PC 511 Miami, Florida 33197 To the City: City Manager, City of Miami ATTN: Arthur Noriega V 444 S.W. 2nd Avenue, l0th Floor Miami, Florida 33130 With Copes To: Office of the City Attorney ATr: Victoria Mendez City Attorney City of Miami 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33130 Section p1 Contingency Clause. Funding for this Agreement is contingent upon the availability of funds and continued authorization of City activities and the Agreement is subject to (a) 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. City shall endeavor to provide FIU with thirty (30) days' notice prior to such changes going into effect. Section 16. Severabillty. 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 courts are an Improper or inconvenient venue. Moreover, subject to RS. 768.28(18), the panties consent to the personal jurisdiction of the 6 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. i3. Title and paragraph headings are for convenient references and are not a part of the Agreement, C. 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 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. D. 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. E. 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 Attachments 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. F. The Expert Consultant is required to be dear in his communications to third parties so that third parties understand whether he is representing the City of Miami, FIU, and/or both parties, as appropriate. G. Unless expressly and specifically authorized in writing by FIU and the City in advance, the each party is prohibited from (a) using the other party's name, trademarks, logos, or other marks (collectively herein known as the "Marks") without the other party's prior written approval; (b) Incurring any debt or obligation on behalf of the other party; (c). entering into any contract, arrangement, or transaction which binds the other party to any extent or creates any obligation on the other party; and/or (d) utilizing the other party's name, credit, reputation, good -will, resources, and/or assets for any purpose without the prior and explicit written approval of FIU. Neither party shall not make any announcements relating to the Agreement, without the prior written approval from the other party in each instance. H. Neither party shall be deemed to be In default of its obligations. hereunder (other than the payment of money) If and so long as it is prevented from performing such obligations due to conditions beyond Its reasonable control including but not limited to: an act of war, hostile foreign 7 action, labor strike, epidemics, pandemics, quarantines, national or regional emergency, public health emergency, changes in laws and governmental policies, nuclear explosion, earthquake, hurricane, tornado, or other catastrophic natural event or act of God. Either party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force maJeure. The parties shall mutually seek a resolution of the delay or the failure to perform as noted above. I. No person that is not a party to this Agreement will have any rights under this Agreement as a third party beneficiary or otherwise. Section 18, Countervails: Electronic Si/natures. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. EXPERT CONSULTANT Saif Ishoof, FIU Vice-Presior Eng ement FLORIDA INTERNATIONAL UNIVERSITY BOARD OF TRUSTEES Kenneth Furton, Provost and Chief Operating Officer APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Liz Nj rston, Denerai Counsel 8 ATTEST: Todd Hannon City Clerk AP ROVE TO FORM AND ORRE '\1 Victoria M City At p ne CITY OF MIAMI, FLORIDA: Arthur Noriega V City Manager APPROVED AS TO INSURANCE REQUIREMENTS: rle har Ann Ma pe Risk Management Director Attachment "A" Scope of Services A. BACKGROUND The City of Miami and the broader South Florida region have experienced an unprecedented wave of Interest from investors and entrepreneurs who are looking to build their companies in South Florida. - In recognition of that surging interest, the City Mayor chose FIU's Vice President of Engagement, Saif Ishoof, to serve as the Expert Consultant in this partnership with FIU. The parties anticipate that this Agreement will serve as the basis for promoting local talent and fostering innovation and entrepreneurship in the community. B. REPORTING Expert Consultant will report directly to the Office of the Mayor or his designee. All travel and/or other related business expenses of Expert Consultant for Services to the City by Expert Consultant shall be approved by the Office of the Mayor or his designee, as determined by the Office of the Mayor. C. SERVICES TO BE PROVIDED While providing Services under this Agreement,. Expert Consultant shall hold the title of the Mayor's Senior Advisor for Innovation and Technology. Expert Consultant will help the Office of the Mayor create a strategic plan to attract technology companies to Miami, creating an innovation and technology ecosystem that is inclusive. Working with existing stakeholders, the Expert Consultant's strategic plan will also focus on retaining technology companies in Miami to bring added value to the innovation and technology ecosystem and working closely to connect regional talent to the inbound opportunities. Expert Consultant will also assist In providing advice to the Mayor on potential meetings, conferences and other virtual events. Expert Consultant will advise the Mayor in the creation of a portfolio team of professionals herein referred to as "Venture Miami." This team of professionals will Include a blend of current City of Miami employees and other professionals that are supported via strategic partnerships and/or external grant funding. Expert Consultant will help the Mayor and Office of the Mayor's team identify external grant resources and strategic partners to advance the mission of the Mayor's efforts around innovation and technology. Expert Consultant will advise the Mayor on specific programs that include but are not limited to: workforce needs for the technology industry, Internet connectivity, start-up support, and regional business relocation efforts. D. SCHEDULING OF WORK The Expert Consultant will work for the City on a limited, part-time basis while fulfilling his duties at FIU. Because of the nature of the work, the number of hours the Expert Consultant will dedicate to the Services 10 will vary. Given the pandemic, It is contemplated that the work will be performed at the Expert Consultant's home or elsewhere and not at FIU or the City. However, If it Is necessary to perform the Services at the City, the City agrees to provide the Expert Consultant with an appropriate area (e.g., an office). E. STAFF ASSISTING WITH THE SERVICES The City agrees to hire or assign an employee, on a full-time basis, with the title of Special Projects Director -Venture Miami to assist Expert Consultant in the performance of the Services. 11