Janinha Piazzetta 12.31.24MIAMI BEACH
BOARD AND COMMITTEE CHECKLIST
APPOINTEE: Janinha Piazzetta DATE OF APPOINTMENT. 05/29/2024
BOARD/COMMITTEE: S"@G""@ Appointed by. Commissioner Bhatt
FOR SCANNER
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FOR CLERK STAFF
o Letter of Appointment
o Letter of Reappointment
o Copy of Letter of Appointment/Reappointment e-mailed to Committee Liaison on _
o Board and Committee Application (Completed on _,
o R~sum~/Curriculum Vitae
o Diversity Statistics Reporting (Completed on _,
o Oath
TERM END: 12/31/2024 TERM LIMIT: I2.3\.(
RECEIVED
JUN 21 2024
CITY OF MIAMI BEACH
OFFICE OF T'AF CITY CLERK
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IMPORTANT INFORMATION FOR BOARD AND COMMITTEE MEMBERS BOOK
✓City Code Ordinance Section applicable to the agency, board or committee
✓City Code Sections 2-21, 2-22, 2-23, 2-24, 2-25, 2-26, 2-458 and 2-459
✓County Code Section 2-11.1 -- Conflict of Interest and Code of Ethics Ordinance (as
amended through December 2010)
✓Amendments to the Code of Ethics Ordinance (September 2009 through July 2012)
✓Highlights of the Miami-Dade County Ethics Code
✓Sunshine Law and Public Records - Frequently Asked Questions
✓Memorandum - Solicitation by City Board and Committee Members
o Citywide Permit Application (Parking Department Form)
o Booklet - Guide to Sunshine Amendment & Code of Ethics for Public Officers and Employees
o Source of Income Statement
o Acknowledgment Statement
o Board and Committees Liaison Responsibilities
o Diversity Statistics Reporting
[Z] I acknowledge that pursuant to Sec. 2-22(9) of the Miami Beach Code of Ordinances, I will be removed
from my board/committee upon failure to attend 33% of the regularly scheduled meetings.
Sec. 2-22(9) If any member of an agency, board or committee fails to attend 33 percent of the regularly scheduled
meetings per calendar year, such member shall be automatically removed. To calculate the number of absences
under the 33 percent formula, .4 or less rounds down to the next whole number and .5 or more rounds up to the
next whole number.
NOTE: Members of the Land Use Boards will be removed upon failure to attend three of the regularly scheduled
meetings per calendar year, or upon abstaining from voting due to a conflict of interest on four different
applications within a calendar year. A member who is removed shall not be reappointed to membership on the
board for at least one year from the date of removal.
Received on:
Processed on:
a]1[2q sors«or fees;a
Toi era est#ice Member
[2)2o/.e»yr»ore 2f. ad 6ts oie saifiias
WVe are committed to providing excellent public service and salely to all who live, work, and play in our vibrant, tropical, historic community.
5/31/24
6/18/24
5/29/2024
MIAMI BEACH
City of Miami Beach, I/0O Convention Conlor Drivo, Miami Boach, Florida 33139 yaw._miamibcachll.gov
OFFICE OF THE CITY CLERK, Rafael E. Granado, Cy Clerk
Tel: 305.673.7411, Fox. 305.673.7254
Emall: City Clerk@miamibeachfl.gov
May 29, 2024
Ms. Janinha Piazzetta
1935 Calais Dr
Miami Beach, FL 33141
RE: Sister Cities Program
Dear Ms. Janinha Piazzetta:
Congratulations! You have been appointed by Commissioner Tanya Bhatt to the above-referenced
Board or Committee, for a term ending: 12/31/2024.
Pursuant to City of Miami Beach Code Section 2-22 (5)a:
Notwithstanding any other provision of the City Code or of any Resolution, commencing with
terms beginning on or after January 1, 2007, the term of every board member who is directly
appointed by a member of the City Commission shall automatically expire upon the latter of:
December 31 of the year the appointing City Commissioner leaves office or upon the
appointment/election of the successor City Commission member.
If you are unable to accept this appointment, or have any questions, please call the Office of the City
Clerk at 305.673.7411.
Please read the enclosed materials carefully as they concern your duties, responsibilities, and
requirements as a board or committee member.
Congratulations again and good luck.
%a er: Raia/6,MANA
City Clerk
cc: Jose Gonzalez, Parking Director
Rickelle Williams, City Liaison
ENCLOSURES:
Oath of Office/Oath of Civility/Acknowledgements
City Code/Ordinance section applicable to agency, board or committee
City Code Sections 2-22, 2-23, 2-24, 2-25, 2-26, 2-458 and 2-459
Ordinance No. 2006-3543 - Amendment to City Code Section 2-22
Miami-Dade County Code Section 2-11.1 - Conflict of Interest and Code of Ethics
City Wide Permit Application - (Parking Department Form)
Booklet - Guide to the Sunshine Amendment and Code of Ethics for Public Officers and Employees
MIAMI BEACH
City of Miami Beach, I/OO Convention Conlor Drive, Miami Boach, Florida 33 139 yywy._miaIibcachll.gov
OFFICE OF THE CITY CLERK, Rofool E. Granado, Cy Clerk
Tol: 305.673.7411, Fox. 305.673.7254
Email: Ci#yClerk@miamibeachll.gov
Oath of Office
Oath of Civility
and
Acknowledgements
TO: Ms. Janinha Piazzetta
RE: Sister Cities Program
I do solemnly swear or affirm to bear true faith, loyalty and allegiance to the Government of the United
States, the State of Florida, and the City of Miami Beach, and to perform all the duties of a member of the
above-mentioned board or committee of the City of Miami Beach to which I have been appointed for a
term ending: 12/31/2024.
To my colleagues and to all of those I represent and serve, I pledge fairness, integrity and civility, in all
actions taken and all communications made by me as a public servant.
I have been issued a copy of section 2-11.1 of the Miami-Dade County Code (Conflict of Interest and
Code of Ethics Ordinance), as well as Florida Commission on Ethics Guide to the Sunshine Amendment
and Code of Ethics for Public Officers and understand that as a member of a City of Miami Beach Board
and/or Committee, I must comply with the financial disclosure requirements of Miami-Dade County or the
State of Florida (depending on the board or committee on which I serve) on July 1st, following the closing
of the calendar year on which I have served.
i..2±:° • ks t@.cat
Sworn to and subscribed before me this 17 day of June , 2024
4$4,, gel r nct5a& 7
Deputy Clerk
*Please visit the City of Miami Beach website at www.miamibeachfl.gov under City Clerk/Board and
Committees for additional information regarding the Financial Disclosure Requirements.
RECEIVED
JUN 21 2024
MIAMI BEACH CITY OF MIAMI BEACH
OFFI" r r- IT CLERK
City of Miami Beach
1 700 Convention Center Drive
Miami Beach, Florida 33139
OFFICE OF THE CITY CLERK
Email: BC@miamibeachfl.gov
Telephone: 305 673.7411
AFFIDAVIT OF AFFILIATION WITH THE CITY OF MIAMI BEACH
I am in compliance with the affiliation requirement of Miami Beach City Code Sections 2-22 (4),
as (check(✓) all that apply):
.LJ I am a resident of the City of Miami Beach for six months or longer.
Home Address:1935 Calais Drive, Apt 205 Miami Beach Fl 33141
D I have an ownership interest (for a minimum of six months) in a business established in the
City of Miami Beach (for a minimum of six months).
Name of Business: _
[[y[fess J\(]]res,S,
D I am a full-time employee of a business (for a minimum of six months) and I am based in an
office or other location of the business that is physically located in Miami Beach (for a
minimum of six months).
Name of Business: --------------------------
[3JS]mess J(]]fess,
"Ownership Interest" means the ownership of ten percent (10%) or more (including the
ownership of 10% or more of the outstanding capital stock) in a business.
"Business" means any sole proprietorship, sponsorship, corporation, limited liability company,
or other entity or business association.
Under penalties of perjury, I declare that I have read the foregoing document and that the facts
stated in it are true.
June 18, 2024
Date
Printed Name
MIAMI BEACH
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
www.miamibeach[l.gov
OFFICE OF THE CITY CLERK
Email: BC@miamibeachfl.gov
Telephone: 305. 673 .7 411
DIVERSITY STATISTICS REPORI
Piazzetta Jane (AKA Janinha) M
Last Name First Name Middle Initial
The following information is voluntary and has no bearing on your consideration for appointment. It is being
asked to comply with City diversity reporting requirements.
Gender:
LJ ate
[l Female
0 Other
D I prefer not to answer.
Race/Ethnic Categories:
What is your race?
DI African American/Black
D Asian or Pacific Islander
0 Caucasian/White
0 Native American/American Indian
0 Other - Print Race: ------------- 0 I prefer not to answer.
Do you consider yourself to be Spanish, Hispanic, or Latino/a?
Tves
Lo
0 I prefer not to answer.
Do you consider yourself Physically Disabled?
ves no
0 I prefer not to answer this question.
Page 6 of 6
F:ICLER\$ALLIREG\BOARD AND COMMITTEE APPLICATIONS FINAL DRAFTS\BOARD AND COMMITTEE APPLICATION REG FINAL.docx
Updated: June 2020
MIAMI BEACH
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
www.miamibeachfl.gov
OFFICE OF THE CITY CLERK
Email: BC@miamibeachfl.gov
Telephone: 305.673.7411
PIAZZETTA
BOARD & COMMITTEE ACKNOWLEDGEMENT STATEMENTS
JANE (AKA Janinha) M
Last Name First Name Middle Initial
Acknowledgment of fines/suspension for Board/Committee Members for failure to comply with Miami-
Dade County Financial Disclosure Code Provision Code Section 2-11.1(i) (2)
I understand that no later than July 1,_of each year all members of Boards and Committees of the City of Miami
Beach, including those of a purely advisory nature, are required to comply with Miami-Dade County Financial
Disclosure Requirements.
One of the following forms must be filed with the City Clerk of Miami Beach, 1700 Convention Center Drive,
Miami Beach, Florida, no later than 12:00 noon of July 1, of each year:
1. A "Source of Income Statement;" or
2. A Copy of your latest Federal Income Tax Return.
Members of the Planning Board and the Board of Adjustment must electronically file a "Statement of Financial
Interests (Form 1)" directly with the Florida Commission on Ethics.
Failure to file one of these forms, pursuant to the Miami-Dade County Code, may subject the person to a fine
of no more than $500, 60 days in jail, or both.
Acknowledgment to Comply with Miami Beach Code of Ordinances Division 1 Sec. 2-22 (23)
I understand that commencing with terms beginning on or after January 1, 2024, and as a condition of applying
for appointment to a City agency, board, or committee, I voluntarily agree that in the event I file with the City
Clerk a Statement of Candidate formally announcing candidacy for City elective office, such filing with the City
Clerk shall be deemed a tender of resignation from the City agency, board, or committee
06-18-2024
Signature Date
1 Members of the Planning Board and Board of Adjustment will be notified directly by the State of Florida,
pursuant to F.S. §112.3145(1 )(a), to electronically file a Statement of Financial Interests (Form 1) with the Florida
Commission on Ethics by 12:00 noon, July 1. Planning Board and Board of Adjustment members who file their
Form 1 with the Florida Commission on Ethics automatically satisfy the County's financial disclosure requirement
as a Miami Beach City Board/Committee member and need not file an additional form with the Office of the City
Clerk.
Page 6 of 6
F ICLER\$ALLIBOARD AND COMMITTEES DATABASE\Board and Committee Application\BOARD AND COMMITTEE APPLICATION FEB 2024.docx
Updated: February 22, 2024
MIAMl·DADE- EI SOURCE OF INCOME STATEMENT
Section 2-11.1(@) of the County Ethics Code requires that certain employees, public officials, and consultants file a financial disclosure Statement on a yearly
basis by July 1st of every year. For the last year of service, file SOI-F,
Disclosure for Tax Year Ending I Last Name (or, Consultant or Consulting Firm name) First Name Middle Name/Initial
2023 Janinha INC
Mailing Address - Street Number, Street Name, or P.O. Box
1935CALAIS DR #205
City, State, Zip
Miami Beach, FL 33141
If your home address is your mailing address, and your home address is exempt from public records pursuant to Fla. Stat. $119.07, read
instructions on the following page and check here.Dl
Filing as an Employee (check one)
[] county □Public Health Trust [] Municipal:
(Municipality)
Department
Position or Title Employee ID Number
Work address I Work telephone Employment began on/ended on
Filing as (check one)
□County Board [] Municipal Board: D Consultant for County or Municipal Agency
(Municipality)
Board where serving or name of County or Municipal Agency Consultant is providing professional services to
Alternate address (if home address is exempt) I Work telephone I Term began on/ended on
List below every source of income you received, along with the address and the principal activity of each source. Include your public salary. Place the sources of income in descending order, with the largest source first. Examples of sources of income include: compensation for services, income from business, gains from
property dealings, interest, rents, dividends, pensions, IRA distributions, and social security payments. Also, include any source of income received by another
person for your benefit. However, the income of your spouse or any business partner need not be disclosed. If continued on a separate sheet, check here.[]
Name of Source of Income Address Description of the Principal Business Activity
Essor INC 50 TICE BLVD, STE 175-WOODCLIFF Art Deco Tours
LAKE, NJ 07677-768
I hereby swear (or affirm) that the information above is a true and correct statement.
June 18, 2024
Date signed
RECEIVED BY ELECTIONS DEPARTMENT:
Jar«coy RECEIVED □Electronic Copy
JUN 21 2024
CITY OF MIAMI BEACH
I IE
OFFICE USE ONLY Accepted: Y I N Deficiency: Processed Date/initials: Scanned Date/Initials: _
138_SP-14 COE 2024
MIAMI BEACH
City of Miami Beach, PARKING DEPARTMENT
1755 Meridian Avenue, Suite 200 Miami Beach, FL 33139/Ph: (305) 673-7505 or (305) 673-7000 ext. 6200
BOARD & COMMITTEES
PARKING APPLICATION a
PARKING
As a Board/Committee member you are entitled to a Citywide Parking Permit, which includes City Hall
garage (G7) parking access (Access Card), or a complimentary Citi Bike/Deco Bike Membership, or a
discounted MDC Monthly Transit Pass throughout your term.
Board Member Information
Date of Application: June 18, 2024
Applicant Name: Jane M Piazzetta (AKA Janinha)
Board/Committee Name: Commissioner Tanya K. Bhatt
Address: 1935 Calais Dr. apt 205, Miami Beach FL 33141
E-Mail Address: jpiazzetta@yahoo.com
Work Phone: Home Phone:
Cell Phone: 786-37 4-9009 Preferred Contact Method:
Please Choose One 1 0 tion:
Citywide Parking Permit/G7 Access Card O Citi Bike/Deco Bike Membership O MDC_ Monthly Transit Pass
Vehicle Information (For Citywide Parking Permit/Access Card Only)
Tag: KGRP83 Color: SILVER
State: Florida Year: 2006
Make: Honda Model: ACCORD
A citywide (CW) parking permit is honored at metered parking spaces and restricted residential zones
parking spaces. A CW parking permit IS NOT honored in prohibited areas. An Access Card will be
provided to you for City Hall Garage (G7) access.
IMPORTANT NOTE: Your vehicle license plate serves as your "parking permit". To avoid any
unnecessary enforcement actions, it is important that our records reflect the most current and
accurate information regarding your vehicle license plate. Inaccurate and/or outdated vehicle
information may lead to the issuance of parking citation(s) and/or the towing of your vehicle.
Please note that this new access card CANNOT be hole-punched or perforated in any manner. To use
the new card please hold the card at close proximity to the reader until the gate opens. You may
need to try the other side of the card. Please ensure you hold the entire surface of the card against
the reader until the gate opens.
ACKNOWLEDGEMENT: I acknowledge that should my access card be lost, stolen or damage, I will be
responsible to pay a $10.00 replacement fee.
A
Please provide signed form fg Department located at 1755 Meridian Avenue, 2nd floor.
Working hours are 8:30 to 5:00 p.m. or email to: ParkingReception@miamibeachfl.gov
e-mail subiect: BOARD & COMMITTEE PARKING APPLICATION -- APPLICANT NAME
f:\ping\$man\rar\forms\cw boards&committees parkingform.doc form updated 1/18/2024
Guide Contractor Agreement
This Contractor Agreement (the Agreement) Is Dated
BE TWEEN
(1) Essor Ltd (the Company) whose registered office is at 60 Longley Road, HA14TH, London
(Company number 08368703); and
(2) Janinha INC
AGREED TERMS
of 1935 Calais Drive, Apt (the Contractor)
205, Miami Beach, FL
33141
INTERPRETATION
1. 1 In this Agreement (unless the context requires otherwise) the following words shall have the
following meanings:
Commencement Date means the date of this Agreement;
Confidential Information means information (whether or not recorded in documentary form, or
stored on any magnetic or optical disk or memory) relating to the business, products, affairs
and finances of the Company for the time being confidential (irrespective of whether it is
expressly designated as confidential) to the Company and trade secrets including, without
limitation, technical data and know-how relating to the business of the Company or any of its
business contacts, including in particular (by way of illustration only and without limitation)
customer details;
Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to
the extent that the law of the European Union has legal effect in the UK) the General Data
Protection Regulation ((EU) 2016/679) and any other directly applicable European Union
regulation relating to privacy.
Engagement means the engagement of the Contractor by the Company on the terms of this
Agreement;
Insurance Policies means public liability insurance cover;
Customer means anybody who is a customer of the Company or Secret Food Tours or Secret
Tours;
Services means the services to be provided by the Contractor in a self-employed capacity for
the Company as set out in Clause 3 and as more particularly described in Schedule 1;
Substitute means a substitute for the Contractor appointed under the terms of this Agreement;
42512440.1
Termination Date means the date of termination of this Agreement howsoever arising.
1.2 In this Agreement (except where the context otherwise requires):
1.2.1 any reference to a Clause, sub-Clause or Schedule is to a Clause or, sub-Clause of or
schedule to this Agreement. References to paragraphs are to paragraphs of the
Schedules;
1.2.2 headings are included for convenience only and do not affect the interpretation of this
Agreement;
1.2.3 use of the singular includes the plural and vice versa;
1.2.4 use of any gender includes the other genders; and
1.2.5 any phrase introduced by the terms "including", "include", "in particular" or any similar
expression is illustrative only and does not limit the sense of the words preceding
those terms.
1.3 A reference to a particular law is a reference to it as it is in force for the time being taking
account of any amendment, extension, or re-enactment and includes any subordinate
legislation for the time being in force made under it.
1.4 This Agreement annuls any previous agreement whether verbal or written given to you at any
time.
2 TERM Or ENGAGEMENT
2.1 The Contractor (or the Substitute pursuant to Clause 4.3) shall provide the Services to the
recipient of the Services pursuant to the terms of this Agreement.
2.2 The Engagement shall commence on the Commencement Date and shall continue unless and
until terminated:
2.2.1 as provided by the terms of this Agreement; or
2.2.2 by either party giving to the other not less than one month's prior written notice.
3 INVOICE
3.1 The Contractor shall submit to the Company an invoice which gives details of the hours or tours
which he or any Substitute has worked in the month, the Services which have been provided by
the Contractor in the month and the amount of the fee payable for such Services during that
month.
3.2 In consideration of the provision of the Services, the Company shall on receipt of an invoice
submitted in accordance with Clause 3.1, pay the Contractor regardless of the number of
people on the tour and subject to satisfactory performance of the Services. Such fee to be
42512440.1
payable by bank transfer. Travelling time (including time spent travelling between separate
tours) shall not be chargeable time.
3.3 The Company shall be entitled to deduct from the fees (and any other sums) due to the
Contractor any sums that the contractor may owe to Company at any time including, but not
limited to, sums due under Clause 11.2.
3.4 The Contractor shall bear the cost of his own disbursements.
4 DunEs
4.1 During the Engagement the Contractor shall:
4.1.1 provide the Services with all reasonable care, skill and ability and use his best
endeavours to promote the interests of the Company;
4.1.2 immediately notify the Company of any accident arising from or in connection with the
provision of Services;
4.1.3 where necessary provide at the Contractor's own cost all such equipment as is
reasonable for the performance of the Services;
4.1.4 comply with all applicable laws, regulations and sanctions relating to anti-bribery and
anti-corruption including but not limited to the Bribery Act 2010 (Relevant
Requirements);
4.1.5 not engage in any activity, practice or conduct which would constitute an offence
under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct
had been carried out in the UK;
4.1.6 comply with the Company's Anti-bribery and Anti-corruption Policies (annexed to this
Agreement at Schedule 3), in each case as the Company may update them from time
to time (Relevant Policies);
4.1.7 promptly report to the Company any request or demand for any undue financial or
other advantage of any kind received by the Contractor in connection with the
performance of this Agreement;
4.1.8 not engage in any activity, practice or conduct which would constitute either:
(a) UK tax evasion facilitation offence under section 45(1) of the Criminal
Finances Act 2017; or
(b) a foreign tax evasion facilitation offence under section 46(1) of the Criminal
Finances Act 2017;
4.1.9 promptly report to the Company any request or demand from a third party to facilitate
the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017 or
any suspected tax evasion offences or facilitation of tax evasion offences, whether
42512440.1
under UK law or under the law of any foreign country, in connection with the
performance of this Agreement; and
4.1.10 ensure that all persons associated with the Contractor or other persons who are
performing services in connection with this Agreement comply with this Clause 4.1;
4.2 Failure to comply with Clause 4.1, in particular in relation to The Bribery Act 2010 or the
Criminal Finances Act 2017, may result in the immediate termination of this Agreement.
4.3 The Contractor may, with the prior written approval of the Company, appoint a suitably qualified
and skilled Substitute with adequate Insurance Policies in compliance with Clause 7 .1 to
perform the Services instead of the Contractor. The Contractor will continue to invoice the
Company in accordance with Clause 3 and shall be responsible for the remuneration of the
Substitute.
4.4 On an ongoing basis the Contractor will mutually agree the times the Contractor shall be
assigned to the provision of the Services.
4.5 Unless he has been specifically authorised to do so by the Company in writing:
4.5.1 the Contractor shall not have any authority to incur any expenditure in the name of or
for the account of the Company; and
4.5.2 the Contractor shall not hold himself out as having authority to bind the Company.
4.6 In delivering the Services, the Contractor shall comply with all reasonable standards of safety
and comply with the Company's health and safety procedures and report to the Company any
unsafe working conditions or practices.
4.7 If the Contractor is unable to provide the Services due to illness or injury, he shall advise the
Company of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee
shall be payable in accordance with Clause 3 in respect of any period during which the
Services are not provided.
5 OTHER ACTIVITIES AND CONFLICTS OF INTEREST
5.1 Nothing in this Agreement shall prevent the Contractor from being engaged, concerned or
having any financial interest in any capacity in any other business, trade, profession or
occupation during the Engagement provided that such activity does not cause a breach of any
of the Contractor's obligations under this Agreement.
5.2 The Contractor must not, at all times while this Agreement is in force and after its expiration or
termination, interfere with, disrupt or attempt to disrupt, or procure or solicit anybody else to
interfere with, disrupt or attempt to disrupt, the relationship (contractual of otherwise) between
the Company and its Customers or its prospective Customers or induce, encourage or solicit a
Customer to cease their relationship with the Company.
42512440.1
6 CONFIDENTIAL INFORMATION
6.1 The Contractor acknowledges that in the course of the Engagement he will have access to
Confidential Information. The Contractor has therefore agreed to accept the restrictions in this
Clause 6.
6.2 The Contractor shall not (except in the proper course of his duties) either during the
Engagement or at any time after the Termination Date, use or disclose to any firm, person or
company (and shall use his best endeavours to prevent the publication or disclosure of) any
Confidential Information. This restriction does not apply to:
6.2.1 any use or disclosure authorised by the Company or required by law; or
6.2.2 any information which is already in, or comes into, the public domain otherwise than
through the Contractor's unauthorised disclosure; or
6.2.3 any information which was known to the Contractor before the date of this Agreement
and in relation to which the Contractor was under no obligation of confidence.
6.3 The Contractor will not use any Confidential Information except for the purposes of performing
the Services or enforcing the Contractor's rights under this Agreement.
6.4 The Contractor will not copy or remove from the Company's premises any material containing
any Confidential Information without the Company's express written permission. In other
circumstances the Contractor may only copy and remove and/or export such material as is
necessary to enable the Contractor to provide the Services from a remote location.
7 RIGHT ro WoRk
7 .1 The Contractor confirms that he is legally entitled to work in the location without any additional
immigration approvals and agrees to notify the Company immediately if he ceases to be so
entitled at any time.
8 TERMINATION
8.1 This Agreement may be terminated in writing:
8.1.1 by either party giving one month's notice to the other; or
8.1.2 immediately by the non-breaching party, if the other party commits a breach of this
Agreement incapable of remedy; or
8.1.3 by the non-breaching party, if the other party fails to remedy any breach of this
Agreement which is capable of being remedied within 14 days after notice of such
breach by the non-breaching party; or
42512440.1
8.1.4 immediately by the Company if the Contractor commits an act or omission of
dishonesty, incompetence or negligence or is convicted of an indictable offence; or
8.1.5 by either party if the other party becomes bankrupt, applies for, or has made against
it, a receiving order or makes any composition with its creditors or an administration
order or an order is made or resolution passed for its winding up.
8.2 On termination of this Agreement the Company will pay the Contractor only the relevant
proportion of the fees up to the date of such termination in relation to Services performed by
the Contractor to the Company's satisfaction and, if relevant, shall be entitled to a proportionate
refund of any advance payment made to the Contractor.
8.3 The rights of the Company under Clause 9.1 are without prejudice to any other rights that it
might have at law to terminate the Engagement or to accept any breach of this Agreement on
the part of the Contractor as having brought the Agreement to an end. Any delay by the
Company in exercising its rights to terminate shall not constitute a waiver thereof.
9 OBLIGATIONS UPON TERMINATION
9.1 On the Termination Date the Contractor shall (and shall procure that any substitute shall):
9.1.1 immediately deliver to the Company all documents, books, materials, records,
correspondence, papers and information (on whatever media and wherever located)
relating to the business or affairs of the Company or its business contacts, any keys,
and any other property of the Company, which is in his possession or under his
control;
9.1.2 irretrievably delete any information relating to the business of the Company stored on
any magnetic or optical disk or memory and all matter derived from such sources
which is in his possession or under his control outside the premises of the Company;
and
9.1.3 if required by the Company, provide a signed statement that he has complied fully
with his obligations under this Clause 10.1.
10 CONTRACTOR STATUS
10.1 The relationship of the Contractor to the Company will be that of independent contractor and
nothing in this Agreement shall render him an employee, worker, agent or partner of the
Company and the Contractor shall not hold himself out as such.
10.2 This Agreement constitutes a contract for the provision of services and not a contract of
employment and accordingly:
10.2.1 the Contractor shall be fully responsible for and shall indemnify the Company for and
in respect of any income tax, National Insurance and Social Security contributions
and any other liability, deduction, contribution, assessment or claim arising from or
made in connection with the performance of the Services, where such recovery is not
prohibited by law. The Contractor shall further indemnify the Company against all
42512440.1
reasonable costs, expenses and any penalty, fine or interest incurred or payable by
the Company in connection with or in consequence of any such liability, deduction,
contribution, assessment or claim;
10.2.2 this Agreement is not an exclusive arrangement and nothing in this Agreement shall
prevent the Contractor from engaging in any consultancy or other services for any
third party;
10.2.3 the Contractor acknowledges that he should make his own sickness, disability,
insurance and pension arrangements, that he is responsible for any and all related
payments and that the fee covers these payments and any entitlement to holiday pay;
10.2.4 the Company is not obliged to provide the Contractor with work nor is the Contractor
obliged to perform any services for the Company beyond the termination or expiry of
this Agreement;
10.2.5 the Contractor shall comply with all legal and fiscal obligations of the country in which
the Services are performed including any requirement to register residency.
10.3 The Contractor shall indemnify and keep indemnified the Company from and against any
liability which the Company:
10.3.1 may suffer or incur as a result of the failure by the Contractor to comply with any of
the terms of Clause 11.2.3 and 11.2.4 above; and/or
10.3.2 would not have suffered or incurred but for:
(a) the Contractor claiming to be; and/or
(b) some official, public body or authority for any purpose regarding the
Contractor as an employee or worker of the Company or otherwise entitled
to any rights or benefits that employees or workers enjoy.
The Company may, at its option, satisfy such indemnity (in whole or in part) by way of deduction from
payments due to the Contractor.
11 No PRESUMPTION OF FURTHER ASSIGNMENTS
11.1 Each engagement by the Company which the Contractor accepts shall be treated as an entirely
separate and severable engagement (an assignment). The terms of this Agreement shall apply
to each assignment but there shall be no relationship between the parties after the end of one
assignment and before the start of any subsequent assignment.
11.2 The fact that the Company has offered the Contractor an assignment, or offers the Contractor
an assignment more than once, shall not confer any legal rights on the Contractor and, in
particular, should not be regarded as establishing an entitlement to regular assignments.
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12 NoncEs
12.1 Any notice given under this Agreement shall be in writing and signed by or on behalf of the
party giving it and shall be served by delivering it personally, or sending it by recorded delivery
or special delivery post to the relevant party at its registered office or address given in this
Agreement as applicable for the time being or by sending it by fax to the fax number notified by
the relevant party to the other party. Any such notice shall be deemed to have been received:
12.1.1 if delivered personally, at the time of delivery;
12.1.2 in the case of recorded delivery or special delivery post, 48 hours from the date of
posting;
12.1.3 in the case of fax, at the time of transmission.
12.2 In proving such service it shall be sufficient to prove that the envelope containing such notice
was addressed to the address of the relevant party and delivered either to that address or into
the custody of the postal authorities as recorded delivery or special delivery post or that the
notice was transmitted by fax to the fax number of the relevant party.
13 ENTIRE AGREEMENT
13.1 This Agreement:
13.1.1 constitutes the entire agreement and understanding between the parties with respect
to the subject matter of this Agreement; and
13.1.2 (in relation to such subject matter) supersede all prior discussions, understandings
and agreements between the parties and their agents (or any of them) and all prior
representations and expressions of opinion by any party (or its agent) to any other
party (or its agent).
13.2 Each of the parties acknowledges that it is not relying on any statements, warranties or
representations given or made by either of them in relation to the subject matter hereof, save
those expressly set out in this Agreement, and that it shall have no rights or remedies with
respect to such subject matter otherwise than under this Agreement (and the documents
executed at the same time as it or referred to in it) save to the extent that they arise out of the
fraud or fraudulent misrepresentation of any party.
14 VARIATION
14.1 No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of
each of the parties.
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15 COUNTERPARTS
15.1 This Agreement may be executed in any number of counterparts, each of which, when
executed shall be an original, and all the counterparts together shall constitute one and the
same instrument.
16 THIRD PARTY RIGHTS
16.1 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no
person other than the Contractor and the Company shall have any rights under it. The terms of
this Agreement or any of them may be varied, amended or modified or this Agreement may be
suspended, cancelled or terminated by agreement in writing between the parties or this
Agreement may be rescinded (in each case), without the consent of any third party.
47 APPLICABLE LAW AND JURISDICTION
17 .1 English law governs this Agreement. Each party irrevocably agrees to submit to the exclusive
jurisdiction of the English courts over any claim or matter arising out of or in connection with
this Agreement.
This document has been executed as a deed and takes effect on the date stated at the beginning of it.
Signed as a Deed by Essor Ltd
Signed as a Deed by the Contractor
dare ta Faggett@
12/16/2022
12/16/2022
42512440.1
TE SERVICES
Guide
• Run the food tour in English
• Deal with paying for the food, drinks and other expenses of the tour on behalf of the company
42512440.1
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