EXPERT CONSULTANT AGREEMENT BETWEEN CITY OF MIAMI, FLORIDA AND WILLIAM S. GAEVANO, ESQ. : ‘THIS AGREEMENT (“Agreement”) is made and entered into this day of October, 2020, effective upon signature (the “Effective Date”), by and between the City of Miami, Florida, a municipal corporation of the State of Florida, hereinafter referred to as the “City,” and William S. Galvano, Esq. an individual over the age of 21 years (hereinafter referred to as “Expert Consultant"), whose address is 1023 ‘Manatee Avenue West, Bradenton, Florida, 34205. WITNESSETH: WHEREAS, the City from time to time retains individuals acting as 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 its City Manager’s Office desires to retain the Expert Consultant for a period of one year from the effective date of this contract, 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. ‘NOW, THEREFORE, pursuant to Sections 18-72, 18-73, and 18.116 of the City Code, the parties in consideration of the mutual obligations expressed herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, the City and the Expert Consultant 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 City Manager’s Office through which Expert Consultant will assist the City Manager and shall perform the Scope 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. The Expert Consultant represents to the City that Expert Consultant is now upon execution of this Agreement and shall, at all times during the term of this Agreement, remain fully qualified, competent, and capable to perform the Services under this Agreement. Section 3. Remuneration, Audit and Inspection, A. The Expert Consultant shall receive Ten Thousand Dollars ($10,000.00) per month for all Services rendered, payable on the 15% of each month beginning Gctober 15, 2020. Expert Consultant shall be entitled to additional separate payment for travel and other related business 1‘expenses for Services to the City; however, in no event shall the total of remuneration, travel, and other related business expenses or costs for all Services exceed a cumulative maximum amount of One Hundred and Twenty-Five Thousand Dollars ($125,000) during the one (1) year term of this ‘Agreement, and shall be payable on a per diem basis, B. The Expert Consultant shall not be entitled to any employment emoluments and as such, the Expert Consultant shall be required to complete Form W-9 prior to execution of this Agreement. Further, the Expert Consultant expressly acknowledges that Expert Consultant shall not acquire status, benefits or rights as a City employee, temporary or permanent, classified or unclassified, by virtue of this Agreement. The Expert Consultant shall provide the City Manager with his completed Form W-9 at the time of execution of the Agreement. C. Unless otherwise specifically provided in Attachment “A” hereto, pursuant to the Florida Prompt Payment Act, payment shall be made as set out in Section 3(A) after receipt of Expert ‘Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow proper audit of expenditures, should the City require one to be performed. D. _ The City may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the City to the Expert Consultant under the Agreement, audit, cause to be audited, inspect or cause to be inspected, those books and records of the Expert Consultant which are related to Expert Consultant’s performance under the Agreement. The Expert ‘Consultant agrees to maintain such books and records at location within the City for a period of three (3) years after final payment is made under the Agreement. E, Because Expert Consultant is entitled to reimbursement for specifically delineated travel expenses and/or other related business expenses (as set forth in Attachment “A” for any particular Services, scope of work or deliverable), then 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 andlor other related business expenses for Services to the City, should the City require an audit to be performed. F. The Expert Consultant will provide a detailed invoice listing work for any billing period. Section 4. Term. This Agreement shall become effective on the date of the first page and shall continue through the last day of the twelfth (12) month. In no event shall the term of this Agreement with Expert Consultan, including any amendment, exceed one (1) year. The City, at its sole discretion, reserves the right to exercise the option to renew this contract for a one-year (1) period. In compliance with the requirements of the City Code, the City Manager 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 agreement for such changes in Services.ion. This Agreement may be terminated at any time at the sole discretion of cither party with or without eause. In the event of termination of this Agreement for any reason with or without cause, Expert Consultant shall not have recourse to any action for damages or other civil action, orto the City of Miami Grievance and Disciplinary Procedures. In the event of termination, Expert Consultant will be compensated for actual Services rendered up to and including date of termination. Expert Consultant agrees that other than payment of compensation due pursuant to the terms of this Agreement, he or she shall not be entitled to claim any lost profits, special or general damages against the City. Section 6. Relationship Between Parties. A. Expert Consultant, under the terms and conditions of this Agreement, is an independent contractor and not a City employee. As Expert Consultant is an independent contractor, Expert Consultant shall not be entitled to any employment emoluments. Access and use of City property shall be at the sole discretion of the City Manager. Expert Consultant acknowledges that such access to and use of City property does not alter Expert consultant's status as an independent contractor. B. Other than as legally required by Expert Consultant in rendering their professional opinion(s), all other documents, information, materials, reports, and work products developed by the Expert Consultant in performing the Services pursuant to this Agreement are and shall remain the property of the City. Expert Consultant 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. Expert Consultant agrees not to use any such information, document, report, work product, or material for any other purpose whatsoever without the written consent of City, which ‘may be withheld or conditioned by the City in its sole discretion. C. Expert Consultant shall work with the City to develop and undertake the hourly or other such schedule necessary to provide the Services as needed by the City. Expert Consultant acknowledges that working with the City to provide necessary scheduling for the Services does not alter their status as an independent contractor and Expert Consultant acknowledges and understands that compensation payment for his or her time is based upon the standards required by the U.S, Internal Revenue Service for payments to an independent contractor. Section 7. Indemnification. The Expert Consultant shall indemnify, defend, save and hold harmless the City and its officials, employees and agents (collectively referred to as “Indemnitces”) and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as “Liabilities”) arising out of or resulting from of in connection with (i) the performance or non-performance of the duties, responsibilities, standards, or Services contemplated by this Agreement which is directly or indirectly caused, in whole or in part, by any act, omission, default, professional errors or omissions, or negligence (whether active or passive) of Expert Consultant referred to as “Indemnifying Parties”), regardless of whether it is, or is alleged to be, caused in in part (Whether joint, concurrent or contributing) by any act, omission, default, breach, or negligence (whether active or passive) of the Expert Consultant or Indemnitees, or any of them, or (ii) the failure of 3the Expert Consultant to comply with any of the provisions herein; or (iii) the failure of the Expert Consultant to comply with statutes, ordinances, rules, codes, or other regulations or requirements of any federal, state, county, or city govemmental authority or agency, special district or state school, in connection with the granting, approving or performance of this Agreement, or any Amendment to this Agreement, or any actions or challenges that may arise out of this Agreement, as amended, by, as due to alleged failure to comply with professional standards of care or similar limitations imposed on such agreements by law. This Indemnification shall survive the cancellation or expiration of the Agreement. This Indemnity specifically does not include any legal challenge by a third party to the distri lines that are approved by the City Commission, ‘The Expert Consultant agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Expert Consultant in which the City participated either through review or concurrence of the Expert Consultant's actions. In reviewing, approving or rejecting any submissions by the Expert Consultant or other acts of the Expert Consultant, the City in no way assumes or shares any responsibility or liability of the Expert Consultant under this Agreement. Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent ‘consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Expert Consultant. ‘The provisions of Section 7 shall survive termination of this Agreement, Section 8 Insurance. The Expert Consultant fully understands and hereby agrees that it shall be the responsibility of the Expert Consultant to secure his own insurance coverage(s), as applicable insurance(s) will not be paid by the City on behalf of the Expert Consultant while performing the Services. Expert ‘Consultant shall maintain insurance coverage(s) and shall provide evidence of such insurance coverage(s) and in such amounts, as applicable, as may be required by the City’s Department of Risk Management in Composite Attachment “B” attached hereto and incorporated by this reference. Alternatively, the City will accept a certificate of insurance that meets the above requirements from Expert Consultant's professional association, or law firm, Grimes, Hawkins, Gladfelter & Galvano, P.L. Expert Consultant has provided the required independent contractor letter to Risk Management as part of Composite ‘Attachment “B” attached hereto and incorporated by this reference. Section 9. 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