HomeMy WebLinkAboutPSA between the CMB and O, Miami, Inc. for Paws in the Paek 2026Dowsip Envelope ID: MD928D D DA279a19D35978212B5BA Z.OLL$' - 33gyS
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
AND O, MIAMI, INC.
FOR PAWS IN THE PARK 2026 JUL 15 2626
This Professional Services Agreement ("Agreement") is entered into this day of
, 2026 ("Effective Date"), between the CITY OF MIAMI BEACH, FLORIDA, a
municipal corporation organized and existing under the laws of the State of Florida (the "City"),
having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139, and
O, MIAMI, INC., a Florida not -for -profit corporation ("Consultant"), whose address is 8365 NE
2^d Avenue, 202, Miami, Florida 33138.
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.
City 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 Tourism and Culture 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 City.
Services:
All services, work and actions by the Consultant performed or undertaken
pursuant to the Agreement.
Fee:
Amount paid to the Consultant as compensation for Services.
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 described in Exhibit A hereto (the "Services").
Although Consultant may receive a schedule of the available hours to provide its Services, the
City shall not control nor 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 means of accomplishing the Services provided.
Notwithstanding the foregoing, all Services provided by the Consultant shall be performed in
accordance with the terms and conditions set forth in Exhibit "A" and to the reasonable
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satisfaction of the City Manager. If there are any questions regarding the Services to be
performed, Consultant should contact the following person:
Lissette Garcia Arrogante
Director, Tourism and Culture
1755 Meridian Avenue, 5th Floor
Miami Beach, Florida 3313
2.2 Consultant's Services, and any deliverables incident thereto, shall be completed in
accordance with the timeline and/or schedule in Exhibit A hereto.
SECTION 3
TERM
The term of this Agreement ("Term") shall commence upon the Effective Date and shall expire
following the conclusion of the Event (as defined in Exhibit A) and Consultant's completion of all
of its obligations hereunder, unless terminated earlier in accordance with this Agreement. There
shall be no renewal options.
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.
SECTION 4
FEE,
4.1 In consideration of the Services to be provided, Consultant shall be compensated in the
total not -to -exceed amount of $13,900.00, payable in two (2) installments as follows:
Payment #1- Six Thousand Nine Hundred Fifty Dollars and 00/100 ($6,950). To be paid upon
execution of this Agreement.
Payment #2- Six Thousand Nine Hundred Fifty Dollars and 00/100 ($6,950). To be paid upon
completion of the Event and all related programming activity, as outlined herein.
4.4 INVOICING
Upon receipt of an acceptable and approved invoice, payment(s) shall be made within forty-five
(45) days for that portion (or those portions) of the Services satisfactorily rendered (and
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 the following address:
Fernando Pestana, Administrative Services Manager
Tourism and Culture Department
1755 Meridian Avenue, 5th Floor
Miami Beach, Florida 33139
FernandoPestana@miamibeachfi.gov
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With copy to:
Lissette Garcia Arrogante, Director
Tourism and Culture Department
1755 Meridian Avenue, 5th Floor
Miami Beach, Florida 33139
LissetteAuogante@miamibeachfl.gov
SECTION 5
TERMINATION
5.1 TERMINATION FOR CAUSE
If the Consultant shall fail to fulfill in a timely manner, or otherwise violates, any of the
covenants, agreements, 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 Consultant ten (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 Consultant. Upon termination, the City shall be fully
discharged from any and all liabilities, duties, 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 for any breach of the Agreement by the Consultant. The City, at
its sole option and discretion, shall be entitled to bring any and all legal/equitable actions that it
deems to be in its best Interest in order to enforce 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
THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS
CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE AGREEMENT 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, DUTIES, AND TERMS ARISING OUT OF, OR BY
VIRTUE OF, THIS AGREEMENT.
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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 5.2.
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, employees, agents, and contractors, from and against any and all actions (whether at
law or in equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys'
fees and costs, for personal, economic or bodily injury, wrongful death, loss 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 Consultant, 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 shall 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' fees 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 shall in no way limit the Consultant's responsibility to indemnify, keep and save
harmless and defend the City or its officers, employees, agents and instrumentalities as herein
provided.
The parties agree that one percent (1%) of the total compensation to Consultant for
performance of the Services under this Agreement is the specific consideration from the City to
the Consultant for the Consultant's indemnity agreement. The provisions of this Section 6.1 and
of this indemnification shall survive termination or expiration of this Agreement.
6.2 INSURANCE REQUIREMENTS
The Consultant shall maintain and carry in full force during the Term, the following insurance:
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.
City of Miami Beach must be included by endorsement as an additional insured with respect to
all liability policies (except Professional Liability and Workers' Compensation) arising out of work
or operations performed on behalf of the Consultant including materials, parts, or equipment
furnished in connection with such work or operations and automobiles owned, leased, hired or
borrowed in the form of an endorsement to the Consultant's insurance.
Each insurance policy required above shall provide that coverage shall not be cancelled, except
with notice to the City of Miami Beach Go EXIGIS Insurance Compliance Services.
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Consultant agrees to obtain any endorsement that may be necessary to affect the waiver of
subrogation on the coverages required. However, this provision applies regardless of whether
the City has received a waiver of subrogation endorsement from the insurer.
Insurance must be placed with insurers with a current A.M. Best rating of A:VII or higher. If not
rated, exceptions may be made for members of the Florida Insurance Funds (i.e. FWCIGA,
FAJUA). Carriers may also be considered T they are licensed and authorized to do insurance
business in the State of Florida.
Consultant shall furnish the City with original certificates and amendatory endorsements, or
copies of the applicable insurance language, effecting coverage required by this Agreement. All
certificates and endorsements must be received and approved by the City before any work
commences. However, failure to obtain the required documents prior to the work beginning shall
not waive the Consultant's obligation to provide them. The City reserves the right to require
complete, certified copies of all required insurance policies, including endorsements, required by
these specifications, at any time.
CERTIFICATE HOLDER ON ALL COI MUST READ:
CITY OF MIAMI BEACH
c/o EXIGIS Insurance Compliance Services
P.O. Box 947
Murriela, CA 92564
Kindly submit all certificates of insurance, endorsements, and exemption letters to our servicing
agent, EXIGIS, at:
Certificates-miamibeachariskworks com
The City of Miami Beach reserves the right to modify these requirements, including limits, based
on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Compliance with the foregoing requirements shall not relieve Consultant of its liability and
obligation under this Section or under any other section of this Agreement.
SECTION 7
LITIGATION JURISDICTIONNENUE/JURY TRIAL WAIVER
This Agreement shall be construed in accordance with the laws 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 to the enforcement of any or all of the terms or conditions herein,
exclusive venue for the enforcement of same shall lie in Miami -Dade County, Florida. By
entering into this Agreement, Consultant and the City 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.
SECTION 8
LIMITATION OF CITY'S LIABILITY
The City desires to enter into this Agreement only if in so doing the City can place a limit on 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
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recovery from the City for any damage action for breach of contract to be limited to a maximum
amount of $10,000.
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 in any way intended to be a
waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida
Statutes.
SECTION 9
DUTY OF CAREICOMPLIANCE WITH APPLICABLE LAWSIPATENT RIGHTS' COPYRIGHT,
AND CONFIDENTIAL FINDINGS
9.1 DUTY OF CARE
With respect to the performance of the Services contemplated herein, Consultant 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.
9.2 COMPLIANCE WITH APPLICABLE LAWS
In its performance of the Services, Consultant 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.
9.3 PATENT RIGHTS• COPYRIGHT* CONFIDENTIAL FINDINGS
Any work product arising out of this Agreement, as well as all information specifications,
processes, data and findings, are intended to be the property of the City and shall not otherwise
be made public and/or disseminated by Consultant, without the prior written consent of the City
Manager, excepting any information, records etc. which are required to be disclosed pursuant 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 for copyright or patent by or on behalf of the Consultant or its
employees or sub -consultants, without the prior written consent of the City Manager.
SECTION 10
GENERAL PROVISIONS
10.1 AUDIT AND INSPECTIONS
Upon reasonable verbal or written notice to Consultant, and at any time during normal
business hours (i.e. 9AM — 5PM, Monday through Fridays, excluding nationally recognized
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 City's behalf, to audit, examine,
and/ or inspect, any and all other documents and/or records relating to all matters covered by
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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' section of this Agreement.
10.2 INSPECTOR GENERAL AUDIT RIGHTS
(A) Pursuant to Section 2-256 of the Code of the City of Miami 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 behalf of 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 contract documents and applicable law. The Inspector General
shall have the power to audit, investigate, monitor, 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 employees, lobbyists, City staff and elected officials to ensure
compliance with the contract documents and to detect fraud and corruption. Pursuant to
Section 2-378 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 shall make all
requested records and documents available to the Inspector General for inspection and
copying. The Inspector General is empowered to retain the services of independent
private sector auditors to audit, investigate, monitor, 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 employees, lobbyists, City staff and elected officials to ensure
compliance with the contract documents and to detect fraud and corruption.
(D) The Inspector General shall have the right to inspect and copy all documents and
records in the Consultant'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, (bid/proposal) 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.
(E) The Consultant shall make available at its office at all reasonable limes the records,
materials, and other evidence regarding the acquisition (bid preparation) and
performance of this Agreement, for examination, audit, or reproduction, until three (3)
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years after final payment under this Agreement or for any longer period required by
statute or by other clauses of this Agreement. In addition:
i. 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 are finally resolved.
(F) The provisions in this section shall apply to the Consultant, its 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 performance of this Agreement.
(G) Nothing in this section shall impair any independent right to the City to conduct audits or
investigative activities. The provisions of this section are neither intended nor shall they
be construed to impose any liability on the City by the Consultant or third parties.
10.3 ASSIGNMENT TRANSFER OR SUBCONSULTING
Consultant shall not subcontract, assign, or transfer all or any portion of any work and/or
service under this Agreement without the prior written consent of the City Manager, which
consent, if given at all, shall be in the Manager's sole judgment and discretion. Neither this
Agreement, nor any term or provision hereof, or right hereunder, shall be assignable unless as
approved pursuant to this section, and any attempt to make such assignment (unless
approved) shall be void.
10.4 PUBLIC ENTITY CRIMES
Prior to commencement of the Services, the Consultant shall file a State of Florida Form PUR
7068, Sworn Statement under Section 287.133(3xa) 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
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 Human Rights
Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time,
prohibiting discrimination in employment (including independent contractors), housing, public
accommodations, public services, and in connection with its membership or policies because
of actual or perceived race, color, national origin, religion, sex, intersexuality, gender identity,
sexual orientation, marital and familial status, age, disability, ancestry, height, weight, hair
texture and/or hairstyle, domestic partner status, labor organization membership, familial
situation, or political affiliation.
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10.6 CONFLICT OF INTEREST
Consultant herein agrees to adhere to and be governed 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 tl
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 any manner or degree with the performance of the
Services. Consultant further covenants that in the performance of this Agreement, Consultant
shall not employ any person having any such interest.
10.7 CONSULTANT'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
(A) Consultant shall comply with Florida Public Records law under Chapter 119, Florida
Statutes, as may be amended from time to time.
(B) The term "public records" shall have the meaning set forth in Section 119.011(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 transaction of official business of the City.
(C) Pursuant to Section 119.0701 of the Florida Statutes, if the Consultant meets the
definition of "Contractor" as defined in Section 119.0701(1)(a), 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
Chapter 119, Florida Statutes or as otherwise provided by law;
(3) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed, except as authorized
by law, for the duration of the contract term and following completion of the
Agreement if the Consultant does not transfer the records to the 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
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 exempt or confidential and exempt
from public records disclosure requirements. If the Consultant keeps and
maintains public records upon completion of the Agreement, the Consultant shall
meet all applicable requirements for retaining 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
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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. 119.10.
(E) CIVIL ACTION.
(1) If a civil action is filed against a Consultant to compel production of public records
relating to the City's contract for services, the court shall assess and award
against the Consultant the reasonable costs of enforcement, including
reasonable attorneys' fees, if:
a. The court determines that the Consultant unlawfully refused to comply with
the public records 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 a statement that the
Consultant has not complied with the request, to the City and to the
Consultant.
(2) A notice complies with subparagraph (1x1b) 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, Global Express
Guaranteed, or certified mail, with postage or shipping paid by the sender and
with evidence of delivery, which may be in an electronic format.
(3) A Consultant who complies with a public records request within 8 business days
after the notice is sent is not liable for the reasonable costs of enforcement.
(F) IF THE CONSULTANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, OR AS
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: RAFAELGRANADO(cDMIAMIBEACH FL.GOV
PHONE: 305-673-7411
10.8 FORCE MAJEURE
(A) A "Force Majeure" event is an event that (i) in fact causes a delay in the performance of
the Consultant or the City's obligations under the Agreement, and (ii) is beyond the
reasonable control of such parry unable to perform the obligation, and (iii) is not due to
an intentional act, error, omission, or negligence of such party, and (iv) could not have
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reasonably been foreseen and prepared for by such party at any time prior to the
occurrence of the event. Subject to the foregoing criteria, Force Majeure may include
events such as war, civil insurrection, riot, fires, epidemics, pandemics, terrorism,
sabotage, explosions, embargo restrictions, quarantine restrictions, transportation
accidents, strikes, strong hurricanes or tornadoes, earthquakes, or other acts of God
which prevent performance. Force Majeure shall not include technological impossibility,
inclement weather, or failure to secure any of the required permits pursuant to the
Agreement.
(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 learning of the occurrence of the event or of the commencement of any such delay,
but in any case within fifteen (15) business days thereof, provide notice: (i) of the
occurrence of event of Force Majeure, (ii) of the nature of the event and the cause
thereof, (iii) 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 notice of the occurrence of
a Force Majeure event is a condition precedent to allowance of any relief pursuant to this
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 occurrence of a Force Majeure event shall be on the requesting party.
(C) 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 in part, by
Force Majeure to carry out such obligations. The suspension of any of the obligations
under this Agreement due to a Force Majeure event shall be of no greater scope and no
longer duration than is required. The party shall use its reasonable best efforts to
continue to perform its obligations hereunder to the extent such obligations are not
affected or are only partially affected 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.
(D) 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 obligations and liabilities
which matured prior to the occurrence of a Force Majeure event shall not be subject to
the Force Majeure provisions.
(E) Notwithstanding any other provision to the contrary herein, in the event of a Force
Majeure occurrence, the City may, at the sole discretion of the City Manager, suspend
the City's payment obligations under the Agreement, and 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 terminated 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
11
D uslgn Envelop 10: C7209010,9090412MIHao-35975212asaA
out of, or by virtue of, this Agreement. In no event will any condition of Force Majeure
extend this Agreement beyond its stated term.
10.9 E-VERIFY
(A) To the extent that Consultant provides labor, supplies, or services under this Agreement,
Consultant shall comply with Section 448.095, Florida Statutes, "Employment Eligibility"
("E-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 require any
subconsultant performing work or providing services pursuant to the Agreement to
likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the
employment eligibility of all new employees hired by the subconsultant. If Consultant
enters into a contract with an 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 this Agreement or such other extended period as may
be 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, which prohibits any person from knowingly
employing, hiring, recruiting, or referring an alien who is not duly authorized to
work by the immigration laws or the Attorney General of the United States, the
City shall terminate this Agreement with Consultant for cause, and the City shall
thereafter have or owe no further obligation or liability to Consultant.
(2) If the City has a good faith belief that a subconsultant has knowingly violated 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 contract with the subconsultant. Consultant's failure
to terminate a suboonsultant shall be an event of default under this Agreement,
entitling City to terminate this Agreement for cause.
(3) A contract terminated under the foregoing Subsection (13)(1) or (B)(2) is not in
breach of contract and may not be considered as such.
(4) The City or Consultant or a suboonsultant may file an action with the Circuit or
County Court to challenge a termination under the foregoing Subsection (8)(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 (Bxt ), 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.
10.10 CONSULTANT'S COMPLIANCE WITH ANTI -HUMAN TRAFFICKING LAWS
Consultant agrees to comply with Section 787.06, Florida Statutes, as may be amended from
time to time, and has executed the Anti -Human Trafficking Affidavit, containing the certification
of compliance with anfi-human trafficking laws, as required by Section 787.06(13), Florida
Statutes, a copy of which is attached hereto as Exhibit "B".
12
Do.slpn Er do ID: Cr2D926MI)OD-8279-81 DD- 5 78212MBA
10.11 PROHIBITION ON CONTRACTING WITH A BUSINESS ENGAGING IN A BOYCOTT
Consultant warrants and represents that it is not currently engaged in, and will not engage in, a
boycott, as defined in Section 2-375 of the City Cale. In accordance with Section 2-375.1(2xa)
of the City Code, Consultant hereby certifies that Consultant is not currently engaged in, and for
the duration of the Agreement, will not engage in a boycott of Israel.
10.12 PROHIBITION ON CONTRACTING WITH AN INnI%nnUAI OR FNTITY WHICH HAA
Consultant warrants and represents that, within two (2) years prior to the Effective Date,
Consultant has not received compensation for services performed for a candidate for City
elected office, as contemplated by the prohibitions and exceptions of Section 2-379 of the City
Code.
For the avoidance of doubt, the restrictions on contracting with the City pursuant to Section 2-
379 of the City Code shall not aoDly to the following:
(a) Any individual or entity that provides goods to a candidate for office.
(b) Any individual or entity that provides services to a candidate for office if those same
services are regularly performed by the individual or entity in the ordinary course of
business for clients or customers other than candidates for office. This includes,
without limitation, banks, telephone or Internet service providers, printing companies,
event venues, restaurants, caterers, transportation providers, and office supply
vendors.
(c) Any individual or entity which performs licensed professional services (including for
example, legal or accounting services).
10.13 PROHIBITION AGAINST CONTRACTING WITH FOREIGN COUNTRIES OF
Consultant hereby agrees to comply with Section 287.138, Florida Statutes, as may be
amended from time to time, which states that as of January 1, 2024, a governmental entity may
not accept a bid on, a proposal for, or a reply to, or enter into, a contract with an entity which
would grant the entity access to an individual's personal identifying information (Pit), unless the
entity provides the governmental entity with an affidavit signed by an officer or representative of
the entity under penalty of perjury attesting that the entity does not meet any of the criteria in
Paragraphs 2(a}(c) of Section 287.138, Florida Statutes: (a) the entity is owned by a
government of a foreign country of concern; (b) the government of a foreign country of concern
has a controlling interest in the entity; or (c) the entity is organized under the laws of or has its
principal place of business in a foreign country of concern (each a "Prohibited Entity'). A foreign
country of concern is defined in Section 287.138 (1 xc), Florida Statutes, as may be amended
from time to time, as the People's Republic of China, the Russian Federation, the Islamic
Republic of Iran, the Democratic People's Republic of Korea, the Republic of Cuba, the
Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic, including any agency of or
any other entity of significant control of such foreign country of concern. Additionally, beginning
July 1, 2025, a governmental entity may not extend or renew a contract with a Prohibited Entity.
Consultant warrants and represents that it does not fall within the definition of a Prohibited
Entity, and as such, has caused an authorized representative of Consultant to execute the
13
Doweign Envelope ID: C72DWBDAD8D8 79-819 3517821285BA
"Prohibition Against Contracting with Entities of Foreign Countries of Concern Affidavit",
incorporated herein by reference and attached hereto as Exhibit °C'.
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: Melody Santiago Cummings, Executive Director
O, Miami, Inc.
8365 NE 2n0 Avenue, 202
Miami, Florida 33138
TO CITY: Lissette Garcia Arrogante, Director
Tourism and Culture Department
1755 Meridian Avenue, 5th Floor
Miami Beach, Florida 3313
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.
Notice shall be deemed given on the date of an acknowledged receipt, or, in all other cases, on
the date of receipt or refusal.
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 document executed with the same formality and
of equal dignity herewith.
12.2 SEVERABILITY
If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this
Agreement shall not be affected and every other term and provision of this Agreement shall be
valid and be enforced to the fullest extent permitted by law.
14
D Ign Envelope ID: C72D928"W D-927M19D359]3212BSBA
12.3 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.
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 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.
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 conceming the subject matter of this Agreement that are not
contained in this document. Title and paragraph headings are for convenient reference and are
not intended to confer any rights or obligations upon the parties to this Agreement.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
15
Doasign Envelope ID: CM928D8WD8279-8190,35978212B513A
IN WITNESS WHEREOF, the parties hereto have aused thls Agreement to be executed
by their 9ppropnete OlRcials, as of the date first entered above.
ATTEST:
Rafael E, rar eft City Cork
Date. JUL 15 2026
FOR CONSULTANT,
ATTEST:
CITY OF MIAMI BEACH, FLORIDA
By:
Eric T. CerpeMer, ty Manager
g ......a
111 411CORP0 TE&'Q MIAMI, INC.
Witness Signature By:
A gnetore
tA,c r •C Dirar�v,,
Print Neme end Ttry
Date y IZ,1 E� =
16
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Pint Na sand The ;reC
APPROVED AS TO
FORM & LANGUAGE
& FOR EYECUTION
,&ly Attorney v < Oats
D sign Envelops ID: C72D928D-BMM279-819P359782128SM
EXHIBIT "A"
SCOPE OF SERVICES
OnStage! Paws in the Park Event Programming in Altos Del Mar Park
Sunday, April 26, 2026 from 5 PM-10 PM in Altos Del Mar Park, 241 77 St
Scope of Services,
Consultant shall provide services for cultural programming at Altos Dal Mar Park for Paws in the
Park.
Consultant shall host the following event (the "Event"): Paws in the Park on Sunday, April 26,
2026 from 5 PM-10 PM.
Services provided by Consultant shall include all aspects of light sound entertainment and
instructors including:
Coordination and payment for live portraits, pet advice tent, poems to order poet, dale zine
making table, airbrush artist, face painting: in addition to design, assets, ad spending, and
giveaway items. Consultant will be responsible for promoting the event alongside The City of
Miami Beach.
Fees:
In consideration of the Services to be provided, Consultant shall be compensated for a total
amount not to exceed $13,900.
Payment #1 Six Thousand Nine Hundred Fifty Dollars and 00/100 ($6,950). To be paid upon
execution of this Agreement.
Payment Ill Six Thousand Nine Hundred Fifty Dollars and 00/100 ($6,950). To be paid upon
completion of the Event and all related programming activity, as outlined in the Agreement and
described above.
[CONTINUES ON FOLLOWING PAGE)
ftl
Docusign Envelope ID: C72D928D8081 8 7MI9035978212856A
EXHIBIT "B"
ANTI -HUMAN TRAFFICNINO AFFIDAVIT
n accordance will, Sac:bon 787.06 (13), Florida Statutes, the undersigned, on behalf of
Consultant nereby allests under penalty of pill that Consultant does not use coercion for
labor or services as defined in Section 787.88, Florida Satutes, entitled 'Human Treflkking"_
I understand that I am swearing or affirming under oath to the truthfulness of the claims made in
this affidavit and that the punishment for knowingly making a false statement includes fines
andlor Imprisonment.
The undersigned is aulhon led to execute this affidavit on behalf of Consultant.
CONSULTANT-
O, Miaml, 1m, a Florida nolJor-prpfil corporation.
r
Na me: la
Cti1W6CAre2,,JA� �1zuZrhil ,. F, 3Jt33
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State of _ it .
County of �_Qs
The foregoing instrument was acknowledged before me by megns of Wphysicel presence or ❑
online no n2ation, this �� day of �n) 202k by
µUo dye g as �hYe. ei lYrlar of O, Miami, Ina., e
Florida not-for-pmfit corpo bn, known to me to be the person described herein, or who
produced FI fX f 5 5 i'43— ii'}'O as identification, and who did/did not take an
path.
NOTARY PUBLIC:
(Signature)
�a evi
(Print Name)
My Warmission expkw: 04 23 17pW
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Dommign Envelope (D: C720928P8DBD-8279-819D-35978212B5BA
EXHIBIT "C"
PROHIBITION AGAINST CONTRACTING WITH FOREIGN COUNTRIES OF CONCERN
AFFIDAVIT
In accordance with Season 267.138, Florida Statutes, incorporated herein by reference, the
unsundersigned, on behalf of Coltant, hereby attests under penalty of perjury that Consultant
does not meet any of the fallowing criteria in Paragraphs 2(a)-(c) of Section 287. 138, Flonda
Statutes: is) Consultant is owned by a government of a foreign country of concern; (b) the
government of a foreign country of concern has a controlling interest in Consultant; or (c)
Consultant is organized under the laws of or has its principal place of business m a foreign
country of concern,
I understand that I am swearing or affirming under oath, under penalties of perjury, to the
truthfulness of the claims made in this affidavit and that the punishment for knowingly making a
false statement includes fines andlor imprisonment.
The undersigned Is authorized to execute this afeda At on behalf of Consultant.
CONSULTANT:
O• Mie7 Inc., a Florida not -for -profit corporation.
Nam itle: to ♦ia
State of County Of 0C.oQ,,
FL g3i,
(Address)
The foregoing instrument was admowledged before me by earls o1¢' onii notadzatlon, phis 95 Zq tlaY of , Il Physical presence or ❑
_TOdy 5 Cumrvun as GRCwYIye pre r zo21e by
Flord-a not -for -grout Corp n, known to me ro be the . of O. Miami, Inc., a
produced FL DI CSic,—43-4�-r Parson de30n� herein, or wno
path. as identification, and who did/did not take an
NOTARY PUBLIC:
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(Print Name) er comet. rw..,ar ».ton
My commission expires: Q 2'5267,4(
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Dowsgn Envelope IDCT2D928D-8080.82)9-8190-359)8212B5BA
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BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER)S), AUTHORIZED
REPRESENTATNE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: N the certificate holder is an ADDITIONAL INSURED, the policy(les) must haw ADDITIONAL INSURED provisions or be endonud.
If SUBROGATION IS WNVEO, subject to the terms and conditions of Me policy, certain Policies may reRuire an endMsement. A atatemerd on
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Docusign Envelope ID:
MIAMSEACH
Agreement 0, Miami with OnStagel Paws in the Park 2026 Professional Services Agreement
O, Miami Tourism and Culture Department
Lissome Garcia Arrogance Maria Hernandez Iwx
Type 1-Conaad, amendment change order, or task artier resulting from a procurement-iuued competitive solicitation.
Type2-O[hercomraa,ameMmentchaMeceder,a GskcedernotresultiMfmmap urement-issuedcomiwtitiws tki tion.
Type 3- Independent Contractor Agreement llal Type6-Tenam Agreement
Type a -Grant agreements with the City as the recipient Type]-inter;overnmentelagmicyagmemena
Type S-Grunt agreements with the City as the grantor X Typeg-0mer:SpecialEwnn Agreement
Agreement with O, Miami as part of the OnStagel series This agreement is funded from the Cultural Progra mming/Activationl
budget allocations in the Resort Tax Fund.
Renewal Per'.'�qjmjhqrro(Original +•all
Grant Funded: Yes No State Federal Other:
1 $13,900 160-0380-00036}25d06-508-00-00-00- — Yes X No
2
Yes
No
3
Yes
No
A
Ves
No
5
Yes
No
1. Far ommacts longer than five years, longed the Paccuremead Department. 2. Attach any supporting explanation needed.
3. Budget approval Indicates approval for the current fiscal year only. Future years are subject to City Commission approval of
the annual adopted operating budget.
icy Commission Approved: Yes
%
No Resolution No.: CC Agenda Item No.: CC Meeting Dale:
2025-339a5 R]B 9/30/2025
If no, explain why CC approval is not required:
,eVI For. Approved: I % I Yes I
I No Ifno,e lainbelowwh forma alisnotneces :
Procurement:
Compliance Approvals
(see attached)
I Grants:
Budget:
Tanni Otto Stewart
1M1S
Information Technology:
Risk Management
Marc Chevalier
AG
Fleet ®Facilities:
Human Resources:
Other: