Agreement with Kevin S. Crowder ao« -X053
PROFESSIONAL SERVICES AGREEMENT
This Agreement is entered into on this a 8 k day of J4h11a4_�
g y / , between Kevin Scott Crowder
dba Neighborhood Equity Strategies, LLC(Contractor), and the City of Miami Beach, Florida(City),for
a period of five months,with an effective starting date of January 1, 2013, and an end date of May 31,
2013 (the Term).
1. Scope of Work/Services.
This Agreement is for the purpose of providing Business Assistance services and
Intergovernmental Affairs coordination to the City Manager's Office and transitioning/training staff in
the following areas:
Economic Development (ongoing, January-May):
• Update the Miami Beach Business Guide (February);
• Update the Miami Beach Economic Development Guide (February);
• Submit a monthly report to the Administration tracking each request for business assistance
(Monthly);
• Maintain and update the Current Economic Conditions database (Monthly);
• Provide an updated statistical report to the Administration for the Environmental Scan and the
Consolidated Annual Financial Statement (CAFR) (March);
• Provide support to the Administration on economic development projects such as the Fagade
Improvement Program, the Food Truck event and other North Beach initiatives, and
Washington Avenue (Monthly);
• And other deliverables as directed by City.
County Issues (January-May)
• Review Miami-Dade County Commission and Committee Agendas and advise the
Administration on issues that may impact the City of Miami Beach;
State Legislative Issues
• Coordinate agenda development meetings between the Mayor & City Commission and the
State Lobbyists (January);
• Prepare the State Legislative Agenda and accompanying Commission Memorandum and
Resolution (January);
• Transmit the City's approved State Legislative Agenda to the City's Legislative Delegation and
other key elected officials (January-February);
• Prepare issue sheets and testimony as needed and directed by the Administration (February-
April);
• Review proposed legislation for impact to the City of Miami Beach; distribute said legislation
that impacts the City to the appropriate City department(s),follow up with each department,and
provide guidance to the lobby team and elected representatives (March-April);
• During the Legislative Session, prepare a weekly Letter to Commission with an update on the
City's Legislative Agenda (March-April);
• Coordinate the Miami-Dade County Days trip and agenda for City officials (April);
• Prepare the Commission Memorandum for the Final Legislative Report (May);
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Federal Legislative Issues
• Coordinate agenda development meetings between the Mayor & City Commission and the
Federal Lobbyists (January-February);
• Prepare the Federal Legislative Agenda and accompanying Commission Memorandum and
Resolution (February);
• Transmit the City's approved Federal Legislative Agenda to the City's Congressional Delegation
and other key elected officials (March-April);
• Draft project testimony and prepare appropriation request forms for submission to
Congressional Staff(March-April);
• Coordinate legislative agenda briefings with the City's Congressional delegation (March-May);
• Attend intergovernmental meetings as needed and directed by the Administration (January-
May).
2. Fee.
In consideration of the work and/or services to be provided pursuant to this Agreement,the City agrees
to pay Contractor a monthly fee, which shall be paid as follows (subject to delivery of services and/or
work products listed in Section 1 of the Agreement):
1. Business Development and Market Research: $2,500 per month.
2. State Intergovernmental Issues:
a. January 2013 $2,000
b. February 2013 $2,000
c. March 2013 $7,500
d. April 2013 $5,500
e. May 2013 $2,000
3. Federal Intergovernmental Issues:
a. January 2013 $2,000
b. February 2013 $2,000
c. March 2013 $2,000
d. April 2013 $2,000
e. May 2013 $1,000
The total fee paid to Contractor pursuant to this Agreement shall not exceed $40,500 for the Term
provided herein.
3. Work Schedule.
During the Term of the Agreement, Contractor shall provide the work and/or services in accordance
with the following minimum work schedule:
A minimum of 48 hours per month of"in-office" time, including every Wednesday from 9 a.m. until 5
p.m. (does not include additional "on call" time for response to business inquiries which occur at any
time, additional market research time as may be required to maintain the databases, or additional
meetings at which attendance is required). Legislative issues will be addressed on an ongoing basis
and as they arise; meetings with city staff, state officials and legislators, and city commissioners will be
scheduled as needed during the term of the agreement. To the extent possible,
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Contractor's work and/or services shall be overseen by the following City Department/Individual: Max
Sklar, Assistant City Manager, City Manager's Office.
4. Termination.
This Agreement may be terminated for convenience of either party, with or without cause, by giving
written notice to the other party of such termination, which shall become effective upon fourteen (14)
days following receipt by the other party of the written termination notice. Upon termination in
accordance with this paragraph, the Contractor shall be paid a sum equal to all payments due to
him/her up to the date of termination; provided Contractor is satisfactorily continuing to satisfactorily
perform all work and/or services up to the date of termination. Thereafter, the City shall be fully
discharged from any further liabilities, duties, and terms arising out of, or by virtue of, this Agreement.
5. Indemnification/Hold Harmless.
Contractor agrees to indemnify, defend, and hold harmless the City of Miami Beach and its officers,
employees and agents, from and against any and all actions, claims, liabilities, losses and expenses,
including but not limited to, attorney's fees,for personal economic or bodily injury,wrongful death, loss
of or damage to property, at law or in equity, which may arise or be alleged to have arisen from the
negligent acts or omissions or other wrongful conduct of Contractor, and/or any and all subcontractors,
employees, agents, or any other person or entity acting under Contractor's control, in connection with
the Contractor's performance of the work and/or services pursuant to this Agreement. Contractor shall
pay all such claims and losses and shall pay all costs and judgments which may arise from any lawsuit
arising from such claims and losses, and shall pay all costs and attorney's fees expanded by the City in
defense of such claims and losses, including appeals. The parties agree that one percent(1%)of the
total compensation to Contractor for performance of the work and/or services under this Agreement is
the specific consideration from the City to Contractor for the Contractor's agreement to indemnify and
hold the City harmless, as provided herein. Contractor and the City hereby agree and acknowledge
that this indemnity provision is intended to and shall survive the termination (or earlier expiration)of this
Agreement.
6. Limitation of Liability.
The City desires to enter into this Agreement only if in so doing the City can place a limit on City's
liability for any cause of action for money damages due to an alleged breach by the City of this
Agreement, so that its liability for any such breach never exceeds the sum of the compensation/fee to
be paid to Contractor pursuant to this Agreement, less any amounts actually paid by the City as of the
date of the alleged breach. Contractor hereby expresses his willingness to enter into this Agreement
with Contractor's recovery from the City for any damage action for breach of contract to be limited to a
maximum amount equal to the compensation/fee to be paid to Contractor pursuant to this Agreement,
less any amounts actually paid by the City as of the date of the alleged breach. Accordingly, and
notwithstanding any other term or condition of this Agreement, Contractor hereby agrees that the City
shall not be liable to Contractor for damages in the amount in excess of the compensation/fee to be
paid to Contractor pursuant to this Agreement, less any amounts actually paid by the City as of the date
of the alleged breach, for any action or claim for breach of contract arising out of the performance or
non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in
this subparagraph or elsewhere in this Agreement is in any way intended to be a waiver of the limitation
placed upon City's liability as set forth in Section 768.28, Florida Statutes.
7. Notices.
All notices and communications in writing required or permitted hereunder may be delivered
personally to the representatives of the Contractor and the City listed below or may be mailed by
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registered mail, postage prepaid (or airmailed if addressed to an address outside of the city of
dispatch).
Until changed by notice in writing, all such notices and communications shall be addressed as follows:
CONTRACTOR: Kevin Crowder
Neighborhood Equity Strategies, LLC
226 E. Flagler Street, 2"d Floor
Miami, FL 33131
305-281-2279
CITY: Max Sklar
City of Miami Beach
City Manager's Office
1700 Convention Center Drive
Miami Beach, FL 33139
(305) 673-7010
Notices hereunder shall be effective:
If delivered personally, on delivery; if mailed to an address in the city of dispatch, on the day following
the date mailed; and if mailed to an address outside the city of dispatch on the seventh day following
the date mailed.
8. Venue.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of
Florida, both substantive and remedial, without regard to principles of conflict of laws. The exclusive
venue for any litigation arising out of this Agreement shall be Miami-Dade County, Florida, if in state
court, and the U.S. District Court, Southern District of Florida, if in federal court. BY ENTERING INTO
THIS AGREEMENT, CITY AND CONTRACTOR EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY
MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF,
THIS AGREEMENT.
9. Duty of Care/Compliance with Applicable Laws.
With respect to the performance of the work and/or service contemplated herein, Contractor shall
exercise that degree of skill, care, efficiency and diligence normally exercised by reasonable persons
and/or recognized professionals with respect to the performance of comparable work and/or services.
In its performance of the work and/or services, Contractor shall comply with all applicable laws,
ordinances, and regulations of the City, Miami-Dade County, the State of Florida, and the federal
government, as applicable.
The Contractor agrees to adhere to and be governed by the Miami-Dade County Conflict of Interest
Ordinance, as same may be amended from time to time; and by any and all ethics/standards of
conducts as referenced in Chapter 2 of the City of Miami Beach Code(as may be amended from time
to time).
Contractor covenants that it presently has no interest and shall not acquire any interest, direct or
indirectly which should conflict in any manner or degree with the performance of the work and/or
services. Contractor further covenants that in the performance of work and/or services under this
Agreement, no person having any such interest shall knowingly be employed by the Contractor. No
member of or delegate to the Congress of the United States shall be admitted to any share or part of
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this Agreement or to any benefits arising there from.
10. Ownership of Documents/Patents and Copyrights.
Any and all documents prepared by Contractor pursuant to this Agreement are related exclusively to
the work and/or services described herein, and are intended or represented for ownership by the City.
Any re-use distribution, or dissemination of same by Contractor, other than to the City, shall first be
approved in writing by the City Manager,which approval, if granted at all, shall be at the City Manager's
sole and absolute discretion.
Any patentable and/or copyrightable result arising out of this Agreement, as well as all information,
specifications, processes, data and findings, shall be made available to the City, in perpetuity, for
public use.
No reports, other documents, articles or devices produced in whole or in part under this Agreement
shall be the subject of any application for patent or copyright by or on behalf of the Contractor(or its
employees or sub-contractors, (if any) without the prior written consent of the City Manager, which
consent, if given at all, shall be at the Manager's sole and absolute discretion.
11. No Assignment/Transfer.
This section intentionally left blank.
12. Liability for Sub-contractors.
Contractor shall be liable for its work and/or services, responsibilities and liabilities under this
Agreement and the services, responsibilities and liabilities of any sub-contractors (if any), and any
other person or entity acting under the direction or control of Contractor (if any). When the term
"Contractor" is used in this Agreement, it shall be deemed to include any sub-contractors (if any)
and/or any other person or entity acting under the direction or control of Contractor(if any). All sub-
contractors (if any) must be approved in writing by the City Manager prior to their engagement by
Contractor, which approval, if granted at all, shall be at the City Manager's sole and absolute
discretion.
13. Independent Contractor/No Joint Venture.
THIS AGREEMENT SHALL NOT CONSTITUTE OR MAKE THE PARTIES A PARTNERSHIP OR
JOINT VENTURE. FOR THE PURPOSES OF THIS AGREEMENT,THE CONTRACTOR SHALL BE
DEEMED TO BE AN INDEPENDENT CONTRACTOR, AND NOT AN AGENT OR EMPLOYEE OF
THE CITY, AND SHALL NOT ATTAIN ANY RIGHTS OR BENEFITS UNDER THE CIVIL SERVICE
OR PENSION ORDINANCE OF THE CITY,OR ANY RIGHT GENERALLY AFFORDED CLASSIFIED
OR UNCLASSIFIED EMPLOYEES INCLUDING ANNUAL AND SICK DAY ACCRUAL. FURTHER,
THE CONTRACTOR SHALL NOT BE DEEMED ENTITLED TO FLORIDA WORKER'S
COMPENSATION BENEFITS AS AN EMPLOYEE OF THE CITY OR ACCUMULATION OF SICK OR
ANNUAL LEAVE.
14. Waiver of Breach.
A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of such
provision or modification of this Agreement. A party's waiver of any breach of a provision of this
Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a
modification of the terms of this Agreement.
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15. Severance.
In the event this Agreement or a portion of this Agreement is found by a court of competent jurisdiction
to be invalid,the remaining provisions shall continue to be effective unless City elects to terminate this
Agreement.
16. Joint Preparation.
The parties hereto acknowledge that they have sought and received whatever competent advice and
counsel as was necessary for them to form a full and complete understanding of all rights and
obligations herein and that the preparation of this Agreement has been a joint effort of the parties, the
language has been agreed to by parties to express their mutual intent and the resulting document shall
not, solely as a matter of judicial construction, be construed more severely against one of the parties
than the other.
17. Entire Agreement.
This writing and any exhibits and/or attachments incorporated (and/or otherwise referenced for
incorporation herein)embody the entire Agreement and understanding between the parties hereto,and
there are no other agreements and understandings, oral or written,with reference to the subject matter
hereof that are not merged herein and superceded hereby.
18. Conflict of Interest.
The Consultant is aware of the conflict of interest laws in the City of Miami Beach, Dade County, Florida
(Dade County Code, Sections 2-11.1) and the Florida Statutes, and agrees that he will fully comply in
all respects with the terms of said laws.
The Consultant covenants that no person under its employ who presently exercises any functions or
responsibilities in connection with this Agreement has any conflicting personal financial interest, direct
or indirect, in-this Agreement. The Consultant further covenants that, in the performance of this
Agreement, no person having such conflicting interest shall be employed. Any such interests on the
part of the Consultant or its employees, must be disclosed, in writing, to the City. The Consultant, in
performance of this Agreement, shall be subject to any more restrictive law and/or guidelines regarding
conflict of interest promulgated by federal, state or local governments.
Consultant agrees not to lobby or solicit on behalf of another entity regarding projects and/or programs
that may be in conflict with the City's adopted policies or legislative agendas. Additionally, Consultant
will not provide business or relocation services to businesses currently located in the City of Miami
Beach who are seeking to relocate to another City.
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IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed by the
respective officials thereunto duly authorized, this date and year first above written.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
By: j
/City Clerk City K6nager
FOR CONTRACTOR: = VIN SCOTT CROWDER
:INCORPI ORATED:
WITNESS:
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