PSA with Hispanic Business Initiative Fund of Florida, INC. d/b/a Prospera DocuSign Envelope ID:CB3F5838-FBOA-4C86-8A03-350030EC7839 Zo - 3 147 i
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PROFESSIONAL SERVICES AGREEMENT'
BETWEEN
THE CITY OF MIAMI BEACH
AND
HISPANIC BUSINESS.INITIATIVE FUND OF FLORIDA, INC.DJBIA!PROSPERA
FOR THE ACTIVATION OF CDBG•CV GRANT PROGRAM.
TECHNICAL ASSISTANCE FOR'MIAMI BEACH SMALL BUSINESSES
PURSUANT TO RFLI 2022-136-AY
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This Professional Services Agreement ("Agreement") is entered into this :day .of
May , 2022 ("Effective Date"), between the CITY OF MIAMI -BEACH, :FLORIDA, a
municipal.corporation organized and existing under the laWs of the.State of Florida, having its
principal offices at 1700 Convention Center Drive, Miami Beach Florida,33139 (the"City'); and
Hispanic Business Initiative Fund of-Florida, Inc.a Florida nonprofit'organization d/b/a Prospera
("Prospera" or '`Consultant"), whose address is 32Q1 .E Colonial Dr. Unit A-20, Orlando, FL
32803.
SECTION 1
DEFINITIONS.
.Agreement: This Agreement between'The City and Consultant, including any exhibits
and amendments thereto.
City Manager: The•chief administrative officer of the City.
CRY Manager's
Designee.: The City staff member who• is designated by. the City Manager to
administer this Agreement on behalf of the City. The City Manager's
designee shall be:the•Economic DeVelopment Department Director;
Consultant For the purposes of this Agreement, Consultant shall.be:deemed to be an
independent Contractor, and not an agent or employee of the DOity,
Services: All services, work and actions by the Consultant performed or undertaken
pursuant to the Agreement.
Fee: Amount'paid to the Consultant as.compensation forServices.
Proposal Documents:Proposal Documents.shall mean City of Miami Beach-RFLI.2022-136-AY
for CDBG-CV Grant Program Technical.Assistance for Miami. Beach
.Small Businesses together with all eriiendrri'ents thereto, issued by.the
City in contemplation of this Agreement,.and the:Consultant's proposal in
response thereto("Proposal"), all of which are.hereby incorporated 'and
made.a. part:hereof; provided, ho.Wever, that.in the event of an express
conflict between the Proposal Documents and this Agreement, the
following order of•precederit•.shall.prevaiL this.Agreement: the RFLI 2P22-
136-AY; and the Proposal.
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Risk Manager: The Risk Manager of the'City, with Offices 'at 1700 Convention Center
Drive, Third Floor, Miami Beach; Florida.33139; telephone number(305)
673-7000, Ext:6435;and fax number(305)673-7023.
SECTION 2
SCOPE OF SERVICES
.2,1 in consideration of the-Fee to be paid to Consultant by the.City,Consultant shall provide
the work and services desoribed•in Exhibit"A"_hereto(the:".Services"),
Although Consultant may'be provided•with a schedule of the available. hours to provide its
Services,. the City shall not'.cohtrol not have the right to .control. the hours'of the Services
performed by the Consultant;where the Services are performed(although the City will provide
'Consultant. with the appropriate location 'to perform the Services);. when the Services are
performed,'including how many days.a-week the-Services are performed; how the Services are
performed, or any other aspect of the actual manner and meane.of accomplishing the..Services
.provided Notwithstanding the foregoing, ell Services provided by•the' Consultant :shall be
performed in. accordance with the terms and conditions. set forth in Exhibit ''A" and to the
:reasonable satisfaction of the City'Manager. If there are any'questions regarding the:.Services
to'b'e performed, Consultant should contact the fbliowing'person;
Rickel le Wiiliarns,,Director
City of Miami Beach Economic.Development Department
1755 Meridian Avenue; grid Floor
Miami Beach; FL 33139
RickelleWiIIiamst miarnibea'chfl.gov
2.2 COhsuitaht s'Services,and:any deliverables inciderit'thereto,shall be'completed in
accordance With thetimellne and/or schedule lit Exhibit B.hereto.
SECTION.3
TERM
The term of this Agreement("Term")shall commence upon execution of this Agreeent by all
parties her*.(the Effective.Date set forth on.p. 1 hereof), and shall have.an initial m
nitial term of nine
months with no renewal options, 'to be.'exercised 'at the City Manager's sole option and
:discretion, the Consultantehall be provided with written notice'ofa renewal or'extensidn no less
than..thirty"(3)'days prior•tothe expiration of.the initial term.
Notwithstanding the Term provided herein, Consultant shall adhere to.any specific timelines,
schedules, dates,and/or performance.milestones for completion and,delivery of the.Services,
as same'is/are set forth In the timeline and/or schedule referenced;in*Exhibit A hereto..
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•SECTION 4
FEE:
4.1 In consideration of the Services to..be provided,-Consultant shall be cornpensated on e
fixed:fee basis, in theemount of$90;000,-for a total annual amount not to exceed$90.j000...
4.2- The City shall pay Prospera pursuant-to Exhibit•B Payment Schedule Compensation and
Schedule.
.• 4.4 INVOICING
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Upon repetOt.of en acceptable end-approve.d invoice, paythent(s)Shall be made within forty-five
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• (45) days for that portion (or those portions) of the Services satisfactorily rendered (arid
referenced in the particular invoice.).
Invoices.shall include a detailed description of the Services (or--portions thereof) provided,.-and
'Shall be submitted to-the.City.at thefollowing.:address:
.Rickelle Williams., Director
City of Miami,Beach
Economic.DeVelooment Department
1765 Meridian Avenue,241Floor
Miami Beach, FL 38139.
SECTION.5
TERMINATION
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5.1 TERMINATION FOR CAUSE
If the Consultant shall fail to in a timely manner-, or otherwise-violates, 'any of the
covenants, agreernerits, or stipulations 'Material.to this Agreement. the City, through its City
Manager, shall thereupon have the right to terminate this.Agreement for cause:., Prior to
exercising its;option to terminate for cause the City shall notify the Consultant of its violation of
the'particular term(s)of this Agreement;and shall grant.Consultentten.(10.) days to-.cure Such
defaUlt. If such default remains uncured after ten (10) days, the City may terminate this
Agreement without further notice to Constiltant. Upon terMinatiOn, the City shail be fully
discharged from any and all liabilities, 'cltitieS, and terms arising out Of, or by virtue of, this
Agreement.
Notwithstanding the above, the Consultant shall not be relieved of liability to the City. for
:damages sustained by the City by anybreach of'the Agreement bythe.Consultant. The City, at
its-sole option and dikretion,Shall be entitled to bring any and all legal/equitable actions that it
deems to. be in its best interest in order to enforae the. City s rights and remedies against
Consultant- The City shall be entitled to recover all costs of Such actions, including reasonable
attorneys'fees,
.5:2 TERMINATION FOR-CONVENIENCE OF THE'CITY-
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THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, .AND. FOR ITS
-CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE.'AOREEMENT AT ANY
TIME'DURING THE.TERM BY GIVING WRITTEN NOTICE TO CONSULTANT OF
SUCH TERMINATION; WHICH SHALL BECOME EFFECTIVE WITHIN.THIRTY (30)
DAYS FOLLOWING RECEIPT BY. THE CONSULTANT OF SUCH NOTICE.
.ADDITIONALLY, IN THE' EVENT OF A PUBLIC HEALTH; WELFARE OR SAFETY
CONCERN, AS DETERMINED BY THE CITY'MANAGER, IN THE CITY MANAGER'S
SOLE DISCRETION; THE CITY MANAGER, PURSUANT TO A VERBAL. OR
• WRITTEN NOTIFICATION TO'CONSULTANT, MAY IMMEDIATELY SUSPEND THE
SERVICES UNDER THIS"AGREEMENT FOR A TIME CERTAIN, OR IN THE.
.ALTERNATIVE, TERMINATE•THIS AGREEMENT ON A GIVEN DATE, IF THE
AGREEMENT IS TERMINATED FOR CONVENIENCE..BY THE CITY, CONSULTANT
SHALL BE PAID FOR ANY SERVICES SATISFACTORILY PERFORMED UP TO THE
• DATE OF TERMINATION; FOLLOWING WHICH THE CITY SHALL BE DISCHARGED
• FROM,ANY AND ALL LIABILITIES; D.UTIES,..AND.TERMS ARISING OUT OF,OR BY
VIRTUE•OF,THIS AGREEMENT.
5.3 TERMINATION FOR:INSOLVENCY
The•City:also reserves the right to terminate'the Agreement in the event the Consultant is
placed:either in voluntary.or involuntary.bankruptcy or makes an assignment for the benefit of
creditors. in'such event,..the right•and obligations for the:parties.shall be the'same as.provided
',for in•Section
SECTION 6
INDEMNIFICATION AND INSURANCE REQUIREMENTS
.6.1 INDEMNIFICATION
Consultant agrees •to. indemnify, defend :and hold harmless the City of Miami Beach and its
officers, erhpfoyees, agents, and contractors, froth and against any end all actions (whether at
law or iri equity), claims, liabilities,,losses, and expenses, including, but.not limited to;attorneys'
fees.and costs, for personal, 'economic or bodily injury, wrongful death, Joss. of or damage to
property; which .may arise or be alleged to have arisen from the 'negligent 'acts, errors,
omissions' or other wrongful conduct of the.. .C.onsultant, its officers, employees, agents,
.contractors; or'any Other person or entity acting under Consultant's control or.supervision, in
connection with; related to; or as 'a result of the Consultant's performance of the Services
pursuant•to this•Agreement. To that extent,the Consultant shall pay all such claims and losses
and shalt pay all such'costs and:judgments which may issue from any lawsuit arising from such
claims and losses, and shall pay all,costs and attorneys'lees expended by the City in the
defense of such:claims and losses;'including appeals. The Consultant expressly.understands
and.agrees that any insurance protection required by.this Agreement or.otherwise.provided by
the Consultant..sh'all in no way.limit,the Consultant's•responsibility to indemnify,keei•and save
harmless and defend the City or its"officers, employees, agents and instrumentalities as herein
provided.
The parties agree that one percent. (9%) of the total 'compensation to Consultant for
performance of the-Services under this Agreement.is the'specific consideration from the City-to
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the Consultant for the Consultant's indemnity agreement. The provisions of this Section 6.1 and
• of this indemnification shall survive terminationore.xpiration of.this.Agreernent.
6.2 INSURANCE REQUIREMENTS.
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The,Consultant shall maintain and carry in fait force during the Term,the following insurante:
1 Consultant General Liability, in the amount of$1,000,000;
2.Consultant Professional.Liability,in the amount of$200,000;and
3.Workers.Compensation&Employers'Liability,as required'pursuant to Florida Statutes.
71-Ie.:insurance must be furnished by, insurance companies authorized to do .busineSs in the
State of*Florida. All insurance policies-must be issued by companies rated no lest than"Bi,"as
to management.and not. less than "Class VI as to strength N. the latest edition of Best's
lnsurance'Guide, published by A.M..Best Company,Oldwick, New Jersey,or its equivalent.
All of.Consultarit's certificates shall'contain endorsements providing that written notice.shall be
given to the,City.at least thirty (.30) '00 prior to termination; cancellation or reduction in.
coverage.in the policy. The insurance certificates for General Liability shall include the City as
an additional insured and shall contain.a waiver of subrogation endcirsenient.
Original certificates. of insurance must.be-.subtriitted to the .City's Rik Manager for approval
:(pricir f any work and/Or services.commencing)arid will be kept.o:n file in the Office of the Risk
Manager: The City shall have the right lb Obtain from the.Consultant Specimen copies of the
insUrance policies in The event that submitted certificates of insurance are inadequate to
ascertain'compliance,with reqUirect.coVerage.
The dOnsultaritis.glto solely'responsible for obtaining andeubmitting all insurance certificates
for any'sub-ocinSultantS
Compliance wittythe foregoing'feciuttOmerits shall not relieve theConsUltant of the liabilities and
obligations under this section or Underany Other portion of this Agreement.
The Consultant shall:not commence any work and or.services.pursuant to.this Agreement until
all insurance required under this section has been Obtained. and such insurance has. been
approved bythe City's.Risk Manager:
SECTION y
• LITIGATION JURISDICTION/VENUE/JURY TRIAL WAIVER
Agreernentahall construed in accordance with the law Of the.State of Florida.: This
Agreement shall be enforceable in Miami-Dade CoUnty, Florida, and if legal action is necessary
by either party with respect ta.thec.enforcement of any or all the terms or conditions herein,
exclusive venue. for the enforcement of same•shall lie in Miami-Dade County, Florida. By
entering into this Agreemont, Consultant and the City expressly waive.any rights either party
may have to a'trial.by jury:of anyoivil litigation related to or arising out of this Agreement.,
SECTION.8
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LIMITATION OF CITY'S LIABILITY'
The City desires'.to.enter into this Agreementoniy if'in so doing'the City can place a limit oh the
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$10,000.
Consultant hereby' expresses its willingness to enter into this Agreement with Consultant's
recovery froth.the City for any damage-action for breach of contract to be limited to a.maximum
amount of11 d,.00b.
Accordingly, and notwithstanding•any other term or condition of this Agreement, Consultant
hereby agrees that the City shall not be liable-to the.Consultant for damages in an amount in
:excess of'$10,000 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 section or•elsewhere in this Agreement is iri anyway intended to be a
waiver of the limitation placed upon the City's liability; as set forth in Section 768,28; Florida
'Statutes.
SECTION
DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS/PATENT'RIGHTS; COPYRIGHT;
AND CONFIDENTIAL FINDINGS
9.1 DUTY OF CARE
With respect to the-performance of the Services.contemplated herein, Consultant.Shell-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.
9;2 COMPLIANCE WITH APPLICABLE LAWS
In its perforinance.of"the Services, Consultant shall comply with all applicable.laws, ordinances;
and regulations of the City, •Nllami-Dade County; the State of Florida, and 'the. federal
government,,as applicable:
9.3 PATENT RIGHTS': COPYRIGHT;CONFIDENTIAL FINDINGS
Any' Work product arising:out .of this Agreement, as well as all information .specifications,.
processes, data arid'findings, are:intended-tb be the property of the City end shall not.otherwise
be.made public and/or disseminated by Consultant, without the.prior written'consent of the City
Manager, excepting any information, recorda etc.which.are required to be.disclosed pursuent.to_
Court Order and/or Florida Public Records'Law:
All reports, documents; articles, devices; and/or Work_produced in whole:or in part under this.
Agreement.are.Intended to be the sole and exclusive property of the City,. and shall not be
subject to any application fot' copyright or patent by or' on behalf of the. Consultant. pr its
employees.orsub-consultants,without the.prior Written consent of the City Manager.
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'SECTION 1.0
GENERAL PROVISIONS
10.1. AUDIT AND INSPECTIONS
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Upon reasonable verbal or written notice to. Consultant, arid •at•any time during normal
business hours (i,e. 9AM _ 5PM, Monday'through Fridays, excluding nationally recognized.
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holidays); and as Often as the City. Manager may,. In his/her reasonable discretion and
• judgment, deem,necessary, there shall be made available to the City Manager,and/or such
representatives as the City Manager may deem to act on the.Cites behalf, to audit, examine,
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and/ or inspect, any.and all other documents and/or records relating to all.spatters-covered•
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this Agreement Consultant shall maintain any and all.such records at its place of business'.at
the address set forth in the"Notices"sectionof this Agreement.
10.2 INSPECTOR GENERAL AUDIT RIGHTS
(A) Pursuant to Section 2-256 of the Code. of the City of'Miariii Beach; the City has
.established the Office of the Inspector;General which may,on a random.basis,,perform
reviews, audits, inspections.'and investigations on all City contracts, throughout the
duration of said contracts: This random-audit is separate and distinct from any other
audit performed.by or on'b.ehalfof the City.
(B) The Office of the Inspector General is authorized to ..investigate City affairs and
empowered to review past, present.and proposed :City programs, accounts, records;
contracts and' transactions: in addition, the Inspector General has the- power to
subpoena witnesses, administer oaths, require the•production of witnesses and monitor
City projects and. programs; Monitoring 'of an existing City project or program may
include :a report concerning Whether the project is on time, within budget and in
conformance.with•the contra'ct•.docurnents and' applicable law. The inspector General.
shall have the. power to audit, .investigate; monitor,. oversee, inspect and revievW
operations, activities; performance and procurer ent process including but riot.limited to
project,design, bid specifications, (bid/proposal) submittals; activities of the Consultant,.
its.officers, agents.and •ernployee's, lobbyists, City staff and elected officials to ensure
compliance with the'contract documents and to.detect fraud and corruption: Pursuant to•
Section 2-37.8 of the.City Code,,the City is allocating a percentage.of its overall.annual
contract expenditures to fund the activities and operations of'the Office of Inspector
General_
.(C.) Upon ten (10) days 'written notice .to the Consultant, the Consultant;shalt make all
requested records:.and documents.'available tote inspector General for inspection and
copying, The Inspector General is empowered tb retain':the services of independent
private'.sector auditors to audit, 'investigate,. indnifor, oversee;. inspect and review
operations activities, performance and procurement process including but not limited to
project design, bid'specifications, (bid/proposal):submittals, activities of the.Consultant
Its'officers, agents.and ernployees, 'lobbyists, City staff and elected officials to.ensure
compliance wi'th'the contract documents and..to detect fraud.and corruption.
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(D) The Inspector General shall have the right :to inspect and copy all documents and
records in 'the C.onsultarit's possession, custody or .control which in the Inspector
General's sole judgment,pertain to performance of the contract,including, but not'limited
to original estimate files,. change Order estimate, files, worksheets; proposals and
agreements..from and with successful subcontractors and suppliers, all project-related
correspondence; memoranda, instructions, financial documents, construction
documents, (bidfproposal) and- contract documents, back-change documents, all
documents and records which involve cash, trade or volume 'discounts,. •insurance
proceeds; rebates, or dividends received, payroll and personnel records and supporting
documentation for the aforesaid documents and'records.
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(E) The Consultant shall make available.at its office et'all seasonable,times the records,
materials, and other evidence regarding. the acquisition (bid preparation.) and
performance of'thls. Agreement, for examination, audit; or reproduction, until three (3)
years after final payment under this Agreement or for any longer period required, by
.statute.or by other clauses of this Agreement. In addition':
'If this Agreement-is completely or partially-terminated; the Consultant shall make
available records relating to the work terminated until three (3)years after any
resulting final''termination'settlement;and
ii. The Consultant shall make available records relating to appeals or to.litigation or
the'settlement'of claims arising under or relating to this Agreement until such
appeals, litigation, or claims arefinally resolved.
'(F) The provisions in this section shall apply to the Consultant, it officers, agents,
'employees, subcontractors and suppliers. The Consultant shall incorporate the
provisions in this section in all subcontracts and all other agreements executed by the
Consultant'in connection with the'perforinance•of this.Agreement.
(G) Nothing1in this section.shall impair any independerit rlght'to the..City to conduct audits:or
investigative activities. The provisions'of this section:are'•neither Intended nor shall they
t?e construed to impose•any liability on the City..by the'Consultent'or third parties.
'10,3' ASSIGNMENT,TRANSFEROR SUBCONSULTING
Consultant shall not subcontract, assign, 'or transfer ail or any portion of any. work and/or.
service under.this A'greenient without the .pnor'written consent of the City Manager,. which
consent, if given'at all, shall be"in the Manager's sole judgrrtent and discretion. 'Neither this
Agreement, nor any term orprovision hereof, or right hereunder,shall be-assignable unless as
approved ,pursuant to this -section, and any attempt to make such assignment (unless
appreved)shali.be void.
10.4 PUBLIC ENTITY CRIMES
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Prior to commencement of the Services, the'Consultant shall file. a State of Florida Form FUR
7068; Sworn Statement under Section.287.133(3.)(a) Florida Statute on Public Entity Crimes
with the City's Procurement Division:
10.5 NO DISCRIMINATION
In connection with the performance of-the-Services, the. Consultant shall not exclude from
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participation in, deny the benefits of, .or subject to discrimination.anyone, on the grounds of
race,color;national origin', sex;age, disability 'religion, income or family status.
Additionally; Consultant shall comply fully with the City of Miami' Beach Hunter) Rights
Ordinance, codified in Chapter 62 of the City Code,.as may be amended from time to time,
prohibiting discrirmination -in employment, .housing, public accommodations, and public
services on account of actual 'or perceived •race, color; national origin,. religion, sex,
iritersexuality,.gender identity, sexual' orientation, 'marital and familial status, age, disability,
ancestry; height, weight; domestic partner.status, labor organization membership, familial
situation, orpoiitical affiliation.
10.6 CONFLICT OF INTEREST
Consultant herein agrees to.adhere to and be go.Verned"by all applicable Miami-Dade County
Conflict of Interest Ordinances and Ethics provisions;as set forth in the Miami-Dade County
Code,.as may be'amended from time'to time;'and by the.City of Miami Beach Charter"and
Code, as may be amended from.time to time;both of which are incorporated by reference as-if
fully set'forth herein.
-Consultant:covenants that It:presently' has no interest and shall not acquire any interest,
directly or indirectly, which could conflict in anymanner or degree with the performance pf the
Services. Consultant'..further covenants that In the performance•of this.Agreement,.Consultant
shall not employ any person having any such interest: No member of'or delegate to the,
Congress of the United States.shall be admitted to any share or part of this Agreement or to•
'any benefits arising therefrom.
10.7 CONSULTANT'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
:(A) Consultant.shall comply with. Florida :Public Records law under Chapter 11.9,.•Florida
Statutes,as.may.be amended from lithe'Vitiate.
(B) The'term"public records"'shall have the meaning set,forth:in.Section 11:9.011(12),which
Means'all documents, papers, letters, maps; books;. tapes, photographs, films, sound
recordings, data processing software,or other:material, regardless of the physical.form,
characteristics, or. means of transmission, made or received. pursuant to law or
ordinance or in connection with the.trensaction of official business of the City.
(tJ) Pursuant. to Section 119:0.701 :of the 'Florida Statutes, if the 'Consultant 'meets the
:definition Of"Contractor"'as defined in'Section 1'19.0701,(1)(e'),.the Consultant.shall:
'(1) Keep and maintain public-records required by'the City to perform the service;
(2) •Upon request from the City's custodian Of public.records, provide the City-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
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.Chapter 119, Florida Statute's 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 'contract.term and following 'completion of the
.Agreement if the'Consultant.does not transferthe'records tothe City;
(4) Upon. completion'of the Agreement, .transfer,.at no cost to the.City, all public
records .in possession of the Consultant or keep and maintain. public records
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required by the City to perform the service. If the Consultant transfers all public•
records to the City upon completion 'of the Agreement, the Consultant shall
destroy any duplicate public.:'records that are.exernpt or confidential and exempt
from public records disclosure requirements. If the Consultant keep.s and
maintains public.records upon'comptetion.of the Agreement,the Consultant shall
meet all applicable requirements for reteiriing public records. All records stored
electronically must be provided .to..the City, upon. request from the City's
custodian of public records, in a format that is compatible-with the information
technology systems of the City..
.(D). REQUEST FOR RECORDS;NONCOMPLIANCE.
(1) A request to inspect or copy public 'records relating to 'the City's contract.for
.services must be•Made directly to the City. if the City does, not possess the
requested records, the City shall immediately, notify the Consultant of the
request,, and the Consultant:must provide the records to the City. or allow the
records to be inspected or copied Within a reasonable time.
(2) Consultant's failure to comply.with the,City's request for records'shall constitute a
breach of this Agreement; and the City, at its sole discretion, may(1)unilaterally
terminate the Agreement; (2) avail itself of the remedies set forth under the
Agreement;and/or(3)avail itself of any available remedies:at law or in equity.
(3) A Consultant who fails :to provide the public records `to the 'City within a
reasonable time may be.subject to•penalties under s. 1.1.9.10.
(E) CIVIL.AOTION. •
(1) .If a civil action is filed against.a Consultant-to compel production of public records
relating to the City's. contract for servicese the court.shall assess and award
.against. the Consultant the reasonable costs pf enforcement, including
.reasonable attorneys'fees, if:
a'. The court determines that the'Consultant'unlaWfullyrefused to comply with
the publicrecords request.Within a.reasonable time;'and
b.. At least 8 business days before filing,the action, the plaintiff provided written
notice of the 'public records request, including' as statement that the
Consultant has not complied with the' request; to the City and to the
Consultant.
(2.) A notice,complies with subparagraph (1)(bp if it is sent to the City's Custodian of
public records and to the'.Consultant at-'the Consultant's address listed.on its
contract with the City or to'the.Consultant's registered,agent.'Such notices must
be sent by common carrier'delivery service or by registered, Gibbet Express.
Guaranteed, or certified mail, with postage or shipping paid by'the sender and
with evidenceof delivery,which:maybe in an electronic format.
(3)- A Consultant who complies With'a public records request within 8 business days
after the'notice is sent is riot liable forthe reasonable vest's of enforcement;
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(F). IF THE CONSULTANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 1.19, FLORIDA STATUTES, TO THE
CONSULTANT'S DUTY TO PROVIDE. PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE. CUSTODIAN
•• OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL.E.-GRANADO, CITY.CLERK
1700 CONVENTION CENTER DRIVE'
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADOAMIAMIBEACHFL.GOV
.PHONE: 305-673-7411
108 FORCE MAJEURE
(A) A"Force Majeure''event it an event that(i)in fact'CaUsee a'delay in the performance of
the Consultant or the City's:obligations under the .Agfeement, and (ii) IS beyond the
reasonable control of such party unable to.perform the obligation, and (ill) is not due to
an intentional act, error, omission, or negligence of such party, and (iv)could not have
reasonably been foreseen and.prepared for by such -party at any-time prior to the
:octurrence of-the event SUbjectio-the-foregoing criteria, Force Majeure may include
events such as war, ciVil "insurrection, riot, fires, epidemics, pandemics, terrorisni,.
sabotage, explosions, embargo restrictions., quarantine restrittiOns., transportation.
.accidents, strikes, strong hurricanes or tornadoes., earthquakes, .or other acts of God
Which prevent'performance Force.Majeure shall not include technological impossibility
inolernent weather, or failure to secure any of the, required permit's pursuant to. the
Agreern ent
(B) if the City or ConsUltant'S performance of its contractual obligatiOns is prevented or
delayed by an.event believed. by to be Force Majeure, such party shall imMediately,
upon.teaming of the occurrence of the event or of the.comMenternent of any such:delay,
but in. any case within fifteen (0) business days thereof, provide notice: .(i) of the
occurrence of event of Force.Majeure, (0) of the nature of the event and the cause
theredf,.(jii).of the anticipated impact on the Agreement (iv)of the anticipated period of
the delay, and (v)of what course.of action such party plans to take in order to mitigate
the detrimental.effects of the event. The timely delivery of the notiOe of the occurrence of
a Force Majeure event is..a condition precedent-to-allowance ofany relief pursuant to..
Section;- however, receipt of such notice shall not constitute acceptance that the event
Claimed to be.a Force Majeure-event is in"fact Force Majeure, and the,burden of proof of
the occuri-oncp,of 6 Force Majeure event shall bedn the requesting party:
(0. -No party hereto shall .be liable for its. failure to carry out its obligations under .the
Agreement during,a period when such party is rendered unable, in whole,or part, by
Force-Majeure to carry out such obligations: The suspension of Any of the obligations
under-this Agreement dueto a-Force Majeure event shall 15e of no greater scope and no
longer duration than it 'required. The party shall use its reasonable. best•efforts to
continue to petforrn its obligations.hereunder to the extent such obligations. are not
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affected Or are only partiallyaffected by the Force Majeure event, and to correct or cure
the 'event or condition excusing •performance and otherwise to remedy its inability to
perform.;to the extent its inability to perform is the direct result of the Force Majeure
event with all reasonable dispatch.
(b) Obligations 'pursuant to the Agreement that arose before the. occurrence. of a Force
• Majeure event,'causing the suspension of performance, shall not be excused-as a result
•
Of such occurrence unless such.occurrence makes such 'performance not reasonably
possible. The obligation to-pay money in a timely manner for obljgations'and liabilities
which matured prior:to'the Occurrence of a Force Majeure event shall not be.subject to'
the.Fo.rce.Majeure ptdvisibhs.
(E) Nbtwjthstanding any.other provision to.the contrary herein; in the event Of'a Force
Majeureoccurrence, the City maw at the sole.discretion of the City Manager, suspend
the City's payment obligations under the Agreement, arid may take such action-'without.
regard to the`notice requirements herein. Additionally, in'the event that an event of'
Force Majeure delays a party's performance under the Agreement for a time.period
greater than thirty (30) days, the•City may, at:the.sole discretion,of the City Manager,
terminate the Agreement on a given date, by•giving written notice to Consultant of such
termination. If the Agreement is terrninated pursuant to this section;Consultant shall be:
paid for any Services satisfactorily performed up to the date'of termination; following
which the:City shall be discharged from any and'all liabilities, duties, and terms arising
out of,.or by virtue.of,.'this Agreement: in be'event will any condition of Force'Majeure
extend'thia Agreement beyon:d:its stated.term.
10:9 E-VERIFY
('A) Consultant shall comply with•Section 448:095, Florida Statutes, "Employment.Eligibility"
(T-Verify Statute")', as may be amended from`time to time. Pursuant to, the E-Verify
Statute, commencing'on January 1,.2021., Consultant shall register with and use the E-
Verify system to verify the work authorization.status.of all newly.hired employees:during
the Term of the Agreement. Additionally,.'Consultant shall expressly requite any
subconsultant performing work or providing .services pursuant to the Agreement to
likewise utilize the t1_S...Department,of Homeland Security's E-Verify system to verifythe
employment eligibility, of all new employees hired by the subconsultant during. the
contract.Term. If Consultant-enters into a contractwith en approved subconsultant, the
subconsultant must provIde the Consultant "With an affidavit .stating that the
subconsultant does not. employ", contract with, or subcontract with .an unauthorized
alien. Consultant shall maintain a' copy of-such affidavit for the duration Of the
Agreement.or'sueh.other-extended period as maybe required under this Agreement.
(B) TERMINATION RIGHTS.
(1). If the City. has a good faith belief that Consultant has knowingly violated Section
448.09(.1), Florida Statutes; the City shall terminate this ,Agreement with
Consultanti for cause, and the City. shall 'thereafter have or ,owe ne further
obligation or liability'to Consultant.
(2) If:the.City has_a,good.'faith'belief that a subconsultant has knowingly viojated the
foregoing Subsection 10.9(A), but the Consultant otherwise complied with.such
subsection,:the.City will promptly notify the Consultant and order the:Consultant.
to immediately terminate the Agreement with"the subconsultant. Consultant's.
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subsection, the City will promptly notify the Consultant and order the Consultant
to immediately terminate the Agreement with the subconsultant. Consultant's
failure to terminate a subconsultant shall be an event of default under this
Agreement, entitling City to terminate the Consultant's contract for cause.
(3) A contract terminated under the foregoing Subsection (B)(1) or (B)(2) is not in
breach of contract and may not be considered as such.
(4) The City or Consultant or a subconsultant may file an action with the Circuit or
County Court to challenge a termination under the foregoing Subsection (B)(1) or
(B)(2) no later than 20 calendar days after the date on which the contract was
terminated.
(5) If the City terminates the Agreement with Consultant under the foregoing
Subsection (B)(1), Consultant may not be awarded a public contract for at least 1
year after the date of termination of this Agreement.
(6) Consultant is liable for any additional costs incurred by the City as a result of the
termination of this Agreement under this Section 10.9.
SECTION 11
NOTICES
All notices and communications in writing required or permitted hereunder, shall be delivered
personally to the representatives of the Consultant and the City listed below or may be mailed
by U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally recognized
overnight delivery service.
Until changed by notice, in writing, all such notices and communications shall be addressed as
follows:
TO CONSULTANT: HISPANIC BUSINESS INITIATIVE FUND OF
FLORIDA, INC. D/B/A/PROSPERA
3201 E Colonial Dr. Unit A-20,
Orlando, Florida 32803
TO CITY: CITY OF MIAMI BEACH
Attention: Rickelle Williams
Economic Development Department
1755 Meridian Avenue,
2"d Floor
Miami Beach, Florida
33139
Notice may also be provided to any other address designated by the party to receive notice if such
alternate address is provided via U.S. certified mail, return receipt requested, hand delivered, or by
overnight delivery. In the event an alternate notice address is properly provided, notice shall be
sent to such alternate address in addition to any other address which notice would otherwise be
sent, unless other delivery instruction as specifically provided for by the party entitled to notice.
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SECTION 12
MISCELLANEOUS PROVISIONS
12.1 CHANGES AND ADDITIONS
This Agreement cannot be modified or amended without the express written consent of the
parties., No modification, amendment,or alteration of the terms or'conditions contained herein
shall.be.effective unless:contained in a written ddcLiMerlt executed with the same formality and
of equal dignity herewith.
12,2 -SEVERABILITY
If any term.orprovision of thiis.Agreement:is held invalid.or unenforceable, the remainder'of this
Agreement shall not be effected and eery other term'and provision of this Agreement shall be
• valid and beanfotced to the fullest extent perfnitted.by law.
1Z3 WAIVER-OF BREACH
.A party's failure to enforce any provision of this':Agreement shall not be deemed ;a.waiver df
such provision'or modification of.this-Agreement. A party's waiver of any'breach.of a provision
of this.Agreernerit 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.
12.4 -.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 preparatidn of this Agreement has•been a joint effort of the
parties, the.language .has :beenagreed 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 againstone of the parties than the other.
•
12.5. ENTIRETY OF AGREEMENT
The City 'and Consultant agree that this is 'the entire agreement .between the parties. This
Agreement supersedes all _prior negotiations, correspondence, conversations, agreements or
.understandings applicable to the matters contained herein, and there are no. commitments,
agreements or understandings concerning the subject matter'of this Agreement that are. not
contained in this document. Title and paragraph headings are.for convenient reference sand are
not ii tended.to confer any rights"or•obligations upon the parties to this.Agreement.
[REMAINDER Of THIS PAGE:LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their appropriate officials,as of the date first entered above.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
rqi& 1...
I�bBy:
City Clerk ,1anager
5/25/2022 I 12:03 PM EDT
Date:
FOR CONSULTANT: HISPANIC BUSINESS INITIATIVE FUND
OF FLORIDA, INC. D/B/A/PROSPERA
ATTEST:
�_ t 'TA tab Yf C-V- lvfc C\ Ctr._�i 1-r4L.C_-.t-'�1111\14 1-
Print Name and Title 1����e� It Print Title _
C_EL
Date: L)/C4
APPROVED AS TO
FORM&LANGUAGE
&FOR EXECUTION
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Exhibit A
SCOPE OF SERVICES
1: Provide in person and virtual technical'assistance•training and•consulting to the City's small
•
business community in:accordance.with CDBG-CV guidelines and requirements."The technical
•
•
:assistance.services will run for eight(8)months commencing at the execution of this Agreement
and Concluding within nine.(9)'months to•allow for closeout and final'reporting. The technical
assistance service's shall.be in multiple langua.ges.(English; Spanish andfor Haitian.creoie).
2. Deliverables shall include:
a. Subcontractor.Approval Letter: Upon. being selected.as.the successful respondent,.the
consultant shall .complete and submit a sUbcontractOr .approval letter, Which will. be
submitted by the City to the U.S. Department of Housing and Urban Development.
b. One-On=One Business Consulting: Provide in 'person and virtual biped technical
assistance trainings free of charge to.entrepreneurs and small,business owners. •At least
twelve•(12) Miami'Beach-based CDBG-CV shall business grant'recipients must receive
this service_ The training will -include COVIr7-19 health 'and safety best practices in
accordance With Centers for Disease Control and 'Occupational Safety and Health
•
Administration'guidelines and other business-related topics more fully described below.
Training materials'must be provided to all participants free of charge.
:c. Trainings and Workshops: Design, organize. and conduct a. minimum of twelve (12)
virtual webiriar recorded training sessions, the recordings of which will.be provided to.the.
•
City within:24 hours of-the recorded training concluding and may be•shared by the•City.At.
least twenty (20) Miami Beach based small businesses must participate in at least one
virtual•webiner recorded training' session. Training materials must be provided to all
.participants. in consultation.with City staff, the trainings and.workshops'ma}r include, but
rare.not lirnited.to,the fellowing'topics:
Health and safety.
0 •COVID-19 health and.safety best practices in accordance with.Ceriters'for.Disease
Control and Occupational'Safety-and Health Administration.guidelines
Operations and•Capacity
• Business.Plans
• Financial Management
• Human Resources
Access to Capital
• Cash Flow Projections:
• Expanding Credit
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Growth.Strategy,Analysis
• Marketing Strategies
• Pricing. •
• • Busineks Mod&Development:
• • Market and industry Research
• Competitive Market Analysis•
• Reviewing,-Growth Plans
• Digital Presence,
• Social Media.Marketing'
• Email:Marketing
• Online business and e-Coritmerce
•
•
Integrated.Marketing
•• Competition Research
l • Brand Development and•Management
Payretl
• PayroiiProcessing
• Record Keeping
.• Timecards,.Time, and Attendance
•• Required Reporting
• Tax-Codes for Multiple.Deductions
Business Continuity
• Disaster.Preparedness
Disaster Resilience Resources
•. Disaster Recovery Plan
• Risk Evaluation and Management
• Business Continuity Plans
• Operation Cosf/Expense
d_ Outreach: Marketing and advertiseineht of the program is to be conducted in addition to
City-sponsored. outreach. Targeted online and in-person campaigns focused on engaging
small businesses and .entrepreneurs located within the City of Miami Beach to increase
awareness•and participation in the technical.assistance program. Outreach activities will
include targeted e-blasts, social media posts, door-to-door strategic.canvassing In key
commercial corridors and providing business experts to particiipate.in events organized by
the City and/or community groups.
Success Stories: Curate a minimum of four(4)original.content success stories to.include
pictures and/or video-recordings and narrative(a.minimum of.450 words each)about
participants who received consulting services,.which will be Potted:online-and through
various media channels,.
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f. Referral to. the City :of Miami Beach Small Business. Emergency Small Business
Reimbursement Grant Program: Prospers shall refer all small business. owners (with
.fewer than ten.(1'0)employees)who are interested in the,technical assistance'program and
who are not already a recipient of the CDBG-CV grant program to-the city's Emergency
• Small Business ReiPnbursemerit Grant Program contact to assist with eligibility
determination and participation•in the program.
.g. Monthly and Final Report; Submit monthly reports and a final report including how the
technical .assistance. supported participating businesses td prepare for, prevent, and/or
respond to the coronavirus 'pandemic; number •of prospective clients included In the
• outreach campaigns; number of client's served in one-on-one.consulting, training-sessions,
and workshops;.client.dernographics;:areas'of assistance; business type/industry/size;and
additional business. impact .such as capital *ceased:, government contracts, revenue
increases, and business launches,. including photos and video documentation where
appropriate.
•
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EXHIBIT B
PAYMENT SCHEDULE COMPENSATION AND SCHEDULE OF PAYMENTS
City shall pay Prospers:the total sum_of Ninety Thousand Dollars'and No Cents($90,000)for
• ,the CDBG-C.U:Gra it Program Technical Assistance for Miami'Beach Small Businesses ace
• described in the Agreement es follows:
•
•
Payment#1—Thirteen Thousand Five.Hundred.Dollars"and No Cents.($13,500).to be•.paid.
upon the sighing:of the Agreement.
•
Payment#2= Thiity-Eight Thousand Two Hundred Fifty Dollars and No Cents•($,38,25Q)to be
paid Upon.the completion of four(4)months of programming.
Payment#3:-Thirty-Eight"Thousend.Two Hundred Fifty.Dollars and'No Cents:($38,250)•to be
paid upon the completlon'of'all programming as outlined in the Agreement..
Prosp.era will be paid in accordance with the feregOing specified installments, upon submission
of satisfactory invoices and.documentation-substantiating satisfactory completion of the portion
of the Services for which payment is requested, Upon the City's.acceptarice of said.portion of
Services.
•
19
MI AM I BEACH Small Business Aaslstaneo Program Fiscal Year FY 2021
Job CraatlorURotontlon Anoompllamost Rawl
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