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PSA with Blue Iguana Control, IncDocusign Envelope ID:53070599-DE8A-4 629-944B-CD7A4E6A193C PRIME -Contract No.23-007-01 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND BLUE IGUANA PEST CONTROL,INC FOR IGUANA REMEDIATION SERVICES PURSUANT TO RFO-2023-007-WG 12/24/2024 I 9:18 EST This Professional Services Agreement ("Agreement")is entered into this ("Effective Date"),between the CITY OF MIAMI BEACH,FLORIDA,a municipal corporation organized and existing under the laws of the State of Florida,having its principal offices at 1700 Convention Center Drive,Miami Beach,Florida,33139 (the "City"),and BLUE IGUANA PEST CONTROL, INC,a Florida CORPORA TION,whose address is 1440 Coral Ridge Drive,Suite 460,Coral Springs,Florida 33071 ("Contractor"). SECTION 1 DEFINITIONS Agreement: City Manager: City Manager's Designee: Contractor: Services: Fee: This Agreement between the City and Contractor,including any exhibits and amendments thereto. The chief administrative officer of the City. 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 Facilities and Fleet Management Department Director. For the purposes of this Agreement,Contractor shall be deemed to be an independent contractor,and not an agent or employee of the City. All services,work and actions by the Contractor performed or undertaken pursuant to the Agreement. Amount paid to the Contractor as compensation for Services. Proposal Documents:Proposal Documents shall mean City of Miami Beach RFQ No.2023-001 for Iguana Remediation Services,together with all amendments thereto, issued by the City in contemplation of this Agreement RFQ and the Contractor's proposal in response thereto ("Proposal"),all of which are hereby incorporated and made a part hereof;provided,however,that in the event of an express conflict between the Proposal Documents and this Agreement,the following order of precedent shall prevail:this Agreement; the RFQ and the Proposal. PRIME 1 Docusign Envelope ID:53070599-DE8A-4629-944B-CD7 A4E6A 193C R isk M anager: PRIME -Contract No.23-007 01 The Risk M anager of the City,w ith offices at 1700 Convention Center Drive,Third Floor,M iam i Beach,Florida 33139;telephone num ber (305) 673-7000,Ext.26724;and fax num ber (305)673-7529. SECTION 2 SCOPE OF SERVICES 2.1 PRIME CONTRA CTOR.In consideration of the Fee to be paid to Contractor by the City, C ontra ctor shall pro vide the w ork and serv ices described in Exhibit "A"hereto (the "Serv ices"). 2.2 C ontractor's Serv ices and any deliverables incident thereto shall be com pleted in accordance with the tim eline and/or schedule in Exhibit "A"hereto. N otw ithstanding the fo regoing,all Serv ices provided by the Consultant shall be perform ed in accordance w ith the term s and conditions set fo rth in Exhibit "A"and to the reasonable satisfaction of the C ity's C ontract Com pliance Adm inistrator.If there are any questions regarding the Serv ices to be perf orm ed,C onsultant should contact the fo llowing person: Santiago Sellan,Facilities &Fleet Managem ent Departm ent,at santiaqosellan@ m iam ibeachfl.gov,or 305-673-7000 ext.22124 or G iacom o Natteri,Facilities &Fleet Managem ent Departm ent,at giacom onatteri@ m iam ibeachfl.gov,or 305-673-7000 ext.22970 SECTION 3 TERM The term of this Agreem ent ("T erm ")shall com m ence upon execution of this Agreement by all parties hereto (the Effective Date set fo rt h on p.1 hereof)and shall have an initial term of three (3)years,w ith two additional one (1)year renewal options,to be exercised at the City M anager's sole option and discre tion,by pro viding Contractor with written notice of sam e no less than thirt y (30)days prior to the expiration of the initial term . N otw ithstanding the Term pro vided herein,Contractor shall adhere to any specific tim elines, schedules,dates,and/or perf orm ance m ilestones fo r com pletion and delivery of the Serv ices,as sam e is/are set fo rth in the tim eline and/or schedule referenced in Exhibit "A"hereto. SECTION 4 FEE 4.1 In consideration of the Services to be pro vided,the Contractor shall be com pensated on a m onthly basis fo r each location in accordance w ith the established m onthly fees attached hereto as Exhibit "B" PRIM E 2 Docusign Envelope ID:53070599-DE8A-4 629-944B-CD7A4 E6A193C PRIME -Contract No.23-007-01 4.3 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: Accounts Payable:Payables@miamibeachfl.gov SECTION 5 TERMINATION 5.1 TERMINATION FOR CAUSE If the Contractor 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 Contractor of its violation of the particular term(s)of this Agreement,and shall grant Contractor 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 Contractor.Upon term ination,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 Contractor shall not be relieved of liability to the City for damages sustained by the City by any breach of the Agreement by the Contractor.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 Contractor.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 CONSUL TANT OF SUCH TERMINATION;WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30)DAYS FOLLOWING RECEIPT BY THE CONSUL TANT OF SUCH NOTICE.ADDITIONALLY, IN THE EVENT OF A PUBLIC HEAL TH,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 PRIME 3 Docusign Envelope ID:53070599-DE8A-4629-944B-CD7A4E6A193C PRIME -Contract No.23-007-01 ANY AND ALL LIABILITIES,DUTIES,AND TERMS ARISING OUT OF,OR BY VIRTUE OF,THIS AGREEMENT. 5.3 TERMINATION FOR INSOLVENCY The City also reserves the right to terminate the Agreement in the event the Contractor 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 Contractor 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 Contractor,its officers,employees,agents,contractors,or any other person or entity acting under Contractor's control or supervision,in connection with,related to,or as a result of the Contractor's performance of the Services pursuant to this Agreement.To that extent,the Contractor 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 Contractor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Contractor shall in no way limit the Contractor'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 Contractor for performance of the Services under this Agreement is the specific consideration from the City to the Contractor for the Contractor'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 Contractor shall maintain the below required insurance in effect prior to awarding the agreement and for the duration of the agreement.The maintenance of proper insurance coverage is a material element of the agreement and failure to maintain or renew coverage may be treated as a material breach of the contract, which could result in withholding of payments or termination of the Agreement. A Worker's Compensation Insurance for all employees of the vendor as required by Florida Statute 440,and Employer Liability Insurance for bodily injury or disease. Should the Vendor be exempt from this Statute,the Vendor and each employee shall hold the City harmless from any injury incurred during performance of the PRIME 4 Docusign Envelope ID:53070599-DE8A-4 629-944B-CD7A4E6A193C PRIME -Contract No.23-007-01 Contract.The exempt Vendor shall also submit (i)a written statement detailing the number of employees and that they are not required to carry Workers' Compensation insurance and do not anticipate hiring any additional employees during the term of this contract or (ii)a copy of a Certificate of Exemption. B.Commercial General Liability Insurance on an occurrence basis,including products and completed operations,property damage,bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence,and $2,000,000 general aggregate. C.Automobile Liability Insurance covering any automobile,if vendor has no owned automobiles,then coverage for hired and non-owned automobiles,with limit no less than $1,000,000 combined per accident for bodily injury and property damage. 6.3 Additional Insured --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 Contractor 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 Contractor's insurance. 6.4 Notice of Cancellation -Each insurance policy required above shall provide that coverage shall not be cancelled,except with notice to the City of Miami Beach c/o EXIGIS Insurance Compliance Services. 6.5 W aiver of Subrogation -Contractor 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. 6.6 Acceptability of Insurers -Insurance must be placed with insurers with a current AM. Best rating of A 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 if they are licensed and authorized to do insurance business in the State of Florida. 6.7 Verification of Coverage -Contractor shall furnish the City with original certificates and amendatory endorsements,or copies of the applicable insurance language,effecting coverage required by this contract.All certificates and endorsements are to be received and approved by the City before work commences.However,failure to obtain the required documents prior to the work beginning shall not waive the Contractor'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 HO LDER O N ALL CO i MUST READ: CITY OF MIAMI BEACH c/o EXIGIS Insurance Compliance Services P.O.Box 947 Murrieta,CA 92564 PRIME 5 Oocusign Envelope ID:53070599-DE8A-4629-944B-CD7A4E6A 193C PRIME -Contract No.23-007-01 Kindly submit all certificates of insurance,endorsements,exemption letters to our servicing agent, EXIGIS,at: Certificates-miamibeach@riskworks.com 6.9 Special Risks or Circumstances -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 the vendor of his 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,Contractor 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. Contractor hereby expresses its willingness to enter into this Agreement with Contractor's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of $10,000. Accordingly,and notwithstanding any other term or condition of this Agreement,Contractor hereby agrees that the City shall not be liable to the Contractor 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 CARE/COMPLIANCE WITH APPLICABLE LAWS/PATENT RIGHTS;COPYRIGHT; AND CONFIDENTIAL FINDINGS 9.1 DUTY OF CARE With respect to the performance of the Services contemplated herein,Contractor shall exercise that degree of skill,care,efficiency and diligence normally exercised by reasonable persons PRIME 6 Docusign Envelope ID:53070599-DE8A-4629-944B-CD7A4E6A 193C PRIME -Contract No.23-007-01 and/or recognized professionals with respect to the performance of comparable work and/or services. 9.2 CO M PLI ANCE WITH APPLICABLE LAW S In its performance of the Services,Contractor shall comply with all applicable laws,ordinances, and regulations of the City,Miami-Dade County,the State of Florida,and the federal government, as applicable. 9.3 PATENT RIG HTS;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 Contractor,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 Contractor or its employees or sub-consultants,without the prior written consent of the City Magager. SECTION 10 GENERA L PROVISIONS 10.1 AUDIT AND INSPECTIONS Upon reasonable verbal or written notice to Contractor,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 this Agreement. Contractor 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 INSPECTO R GENERA L 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 PRIME 7 D o cusig n Envelope ID :53070599-D E8A -4 629-944-C D 7A4E6A 193C PRIME -Contract No.23-007-01 and pro gram s.M onitoring of an existing C ity pro ject or pro gram m ay include a report concern ing whether the pro ject is on tim e,within budget and in conform ance with the contract docum ents and applicable law .The Inspector General shall have the power to audit,investigate,m onitor,oversee,inspect and review operations,activities,perform ance and pro curem ent pro cess including but not lim ited to pro ject design,bid specifications, (bid/proposal)subm ittals,activities of the C ontra ctor,its offi cers,agents and em ployees, lobbyists,City staff and elected offi cials to ensure com pliance with the contract docum ents and to detect fraud and corruption.Pursuant to Section 2-378 of the C ity Code,the C ity 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 w ritten notice to the Contractor,the Contractor shall m ake all requested records and docum ents available to the Inspector G eneral for inspection and copying.T he Inspector General is em pow ered to retain the services of independent private sector auditors to audit,investigate,m onitor,oversee,inspect and review operations activities,perform ance and procurem ent process including but not lim ited to pro ject design,bid speci fications,(bid/pro posal)subm ittals,activities of the Contra ctor its off icers,age nts and em ployees,lobbyists,C ity staff and elected officials to ensure com pliance w ith the contract docum ents and to detect fraud and corruption. (D )The Inspector General shall have the right to inspect and copy all docum ents and records in the C ontractor's possession,custody or contro l w hich in the Inspector General's sole judgm e nt,pertain to perform ance of the contract,including,but not lim ited to original estim ate files,change order estim ate files,worksheets,pro posals and agreem ents from and w ith successful subcontractors and suppliers,all project-related correspondence, m em oranda,instructions,financial docum ents,construction docum ents,(bid/pro posal) and contract docum ents,back-change docum ents,all docum ents and records which involve cash,trade or volum e discounts,insurance pro ceeds,rebates,or dividends received,payroll and personnel records and supporting docum entation fo r the aforesaid docum ents and records. (E )The C ontra ctor shall m ake available at its office at all reasonable tim es the records, m aterials,and other evidence regarding the acquisition (bid preparation)and perform ance of this A gree m ent,for exam ination,audit,or repro duction,until three (3)years after final paym e nt under this Agreem ent or fo r any longer period required by statute or by other clauses of this A greem ent.In addition: i.If this A greem ent is com pletely or part ially term inated,the Contractor shall m ake availa ble records relating to the w ork term inated until three (3)years after any re sulting final term ination settlem ent;and ii.T he C ontra ct or shall m ake available records relating to appeals or to litigation or the settl em ent of cl aim s arising under or re lating to this A greem ent until such appeals,litigation,or claim s are finally resolved. PR IM E 8 Docusign Envelope ID:53070599-DE8A-4629-944B-CD7 A4 E6A 193C PRI M E -C ontra ct N o.23-007-01 (F)The provisions in this section shall apply to the Contractor,its officers,agents,employees, subcontractors and suppliers.The Contractor shall incorporate the provisions in this section in all subcontracts and all other agreements executed by the Contractor 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 Contractor or third parties. 10.3 ASSIGNMENT,TRANSFER OR SUBCONSULTING Contractor 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 Contractor shall file a State of Florida Form PUR 7068,Sworn Statement under Section 287.133(3)(a)Florida Statute on Public Entity Crimes with the City's Procurement Division. 10.5 NO DISCRIMINATION In connection with the performance of the Services,the Contractor 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,Contractor 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,housing,public accommodations,and public services on account of actual or perceived race,color.national origin,religion,sex,intersexuality,gender identity,sexual orientation,marital and familial status,age,disability,ancestry,height,weight, domestic partner status,labor organization membership,familial situation,or political affiliation. 10.6 CONFLICT OF INTEREST Contractor 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 if fully set forth herein. Contractor 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. Contractor further covenants that in the performance of this Agreement,Contractor shall not employ any person having any such interest.No member of or delegate to the Congress of the PRIME g· Docusign Envelope ID:53070599-OE8A-4629-944B-CD7 A4E6A 193C PRIME -Contract No.23-007-01 United States shall be admitted to any share or part of this Agreement or to any benefits arising therefrom. 10.7 CO NSULTANT'S COMPLIANCE W ITH FLORIDA PUBLIC RECORDS LA W (A)Contractor 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 Contractor meets the definition of "Contractor"as defined in Section 119.0701(1)(a),the Contractor 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 Contractor 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 Contractor or keep and maintain public records required by the City to perform the service.If the Contractor transfers all public records to the City upon completion of the Agreement,the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements.If the Contractor keeps and maintains public records upon completion of the Agreement,the Contractor 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. (0)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 Contractor of the request, and the Contractor must provide the records to the City or allow the records to be inspected or copied within a reasonable time. (2)Contractor'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 Contractor who fails to provide the public records to the City within a reasonable time may be subject to penalties under s.119.10. PRIME 10 Docusign Envelope ID:53070599-DEBA-4629-944B-CD?A4E6A 193C PRIME -Contract No.23-007-01 (E)CIVIL ACTION. (1)If a civil action is filed against a Contractor to compel production of public records relating to the City's contract for services,the court shall assess and award against the Contractor the reasonable costs of enforcement,including reasonable attorneys'fees,if: a.The court determines that the Contractor 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 Contractor has not complied with the request,to the City and to the Contractor. (2)A notice complies with subparagraph (1 )(b)if it is sent to the City's custodian of public records and to the Contractor at the Contractor's address listed on its contract with the City or to the Contractor'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 Contractor 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 T H E C O N S U L T A N T H A S Q U E S T IO N S R E G A R D IN G TH E A P P LI C A T IO N O F C H A P T E R 11 9 ,FLO R ID A ST A T U T E S ,TO TH E C O N S U L T A N T'S D U T Y TO P R O V ID E P U B LI C R EC O R D S R E L A T IN G T O T H IS A G R E E M E N T ,C O N T A C T TH E C U ST O D IA N O F P U B LI C R E C O R D S A T : C IT Y O F M IA M I B E A C H A T T E N T IO N :R A FA E L E .G RA N A D O ,C ITY C LE R K 17 00 C O N V E N T IO N C E N T E R D R IV E M IA M I B E A C H ,FL O R ID A 33 13 9 E -M A IL :R A F A E L G R A N A D O @ M IA M IB E A C H F L.G O V P H O N E :305-673-74 11 10 .8 FO RC E MA JE U R E (A)A "Force Majeure"event is an event that (i)in fact causes a delay in the performance of the Contractor or the City's obligations under the Agreement,and (ii)is beyond the reasonable control of such party 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 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. PRIME 11 D o cu sign Envelope ID :53070599-D E8A -4 629-944B-C D 7A4E6A 193C PRIME -C ontra ct No.23-007-01 (B )If the C ity or C ontractor's perf orm ance of its contractual obligations is prevented or delayed by an event believed by to be Force Majeure,such party shall im m ediately,upon learn ing of the occurrence of the event or of the com m encem ent of any such delay,but in any case w ithin fifteen (15)business days thereof,provide notice:(i)of the occurrence of event of Force M ajeure,(ii)of the nature of the event and the cause thereof,(iii)of the anticipated im pact on the Agreem ent,(iv)of the anticipated period of the delay,and (v)of w hat course of action such part y plans to take in order to m itigate the detrim ental effects of the event.The tim ely delivery of the notice of the occurrence of a Force Majeure event is a condition precedent to allow ance of any relief pursuant to this section;however, receipt of such notice shall not constitute acceptance that the event claim ed to be a Force Majeure event is in fact Force M ajeure,and the burden of pro of of the occurrence of a Force M ajeure event shall be on the requesting party. (C )N o part y hereto shall be liable fo r its failure to carry out its obligations under the Agreem ent during a period w hen such part y is rendere d unable,in whole or in part,by Force M ajeure to carry out such obligations.The suspension of any of the obligations under this A greem ent due to a Force M ajeure event shall be of no greater scope and no longer duration than is required.The party shall use its re asonable best efforts to continue to perf orm its obligations hereunder to the extent such obligations are not affected or are only part ially aff ected by the Force M ajeure event,and to correct or cure the event or condition excusing perform ance and otherw ise to rem edy its inability to perform to the extent its inability to perf orm is the direct re sult of the Force Majeure event with all reasonable dispatch. (D )O bligations pursuant to the Agreem ent that aro se befo re the occurrence of a Force Majeure event,causing the suspension of perform ance,shall not be excused as a result of such occurr ence unless such occurrence m akes such perform ance not reasonably possible .T he obligation to pay m oney in a tim ely m anner fo r obligations and liabilities w hich m atured prior to the occurrence of a Force Majeure event shall not be subject to the Force M ajeure pro visions. (E )Notw ithstanding any other pro vision to the contrary herein,in the event of a Force M ajeure occurrence.the C ity m ay,at the sole discretion of the C ity M anager,suspend the City's paym ent obligations under the A greem ent,and m ay take such action w ithout regard to the notice requirem ents herein.A dditionally,in the event that an event of Force M ajeure delays a party's perform ance under the A greem ent fo r a tim e period greater than thirty (30)da ys,the C ity m ay.at the sole discre tion of the C ity M anager,term inate the A greem ent on a given date,by giving w ritten notice to C ontractor of such term ination.If the A greem ent is term inated pursuant to this section,C ontractor shall be paid fo r any Serv ices satisfactorily perf orm ed up to the date of term ination;fo llowing which the C ity shall be discharged from any and all liabilities,duties,and term s arising out of,or by virtue of,this A greem ent.In no event w ill any condition of Force M ajeure extend this A greem ent beyond its stated term . 10.9 E-VERIFY (A )C ontra ctor shall com ply with Section 448.095,Florida Statutes,"Em ploym ent Eligibility" ("E -V erify Statute"),as m ay be am ended from tim e to tim e.Pursuant to the E-Verify Statute.com m encing on January 1,2021,Contra ctor shall register with and use the E- V erify system to verify the work authorization status of all new ly hired em ployees during PR IM E 12 D o cusign Envelope ID :53070599-D E8A -4 629-944-C D 7A4E6A 193C PRIME -Contract No.23-007-01 the Term of the Agreement.Additionally,Contractor 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 during the contract Term.If Contractor enters into a contract with an approved subconsultant,the subconsultant must provide the Contractor with an affidavit stating that the subconsultant does not employ,contract with,or subcontract with an unauthorized alien.Contractor shall maintain a copy of such affidavit for the duration of the 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 Contractor has knowingly violated Section 448.09(1 },Florida Statutes,the City shall terminate this Agreement with Contractor for cause,and the City shall thereafter have or owe no further obligation or liability to Contractor. (2)If the City has a good faith belief that a subconsultant has knowingly violated the foregoing Subsection 10.9(A),but the Contractor otherwise complied with such subsection,the City will promptly notify the Contractor and order the Contractor to immediately terminate the Agreement with the subconsultant.Contractor's failure to terminate a subconsultant shall be an event of default under this Agreement, entitling City to terminate the Contractor's contract for cause. (3)A contract terminated under the foregoing Subsection (B)(1)or (B)(2)is not in breach of contract and may not be considered as such. (4)The City or Contractor or a subconsultant 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 Contractor under the foregoing Subsection (B)(1),Contractor may not be awarded a public contract for at least 1 year after the date of termination of this Agreement. (6)Contractor 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 CONTRACTOR'S COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS Contractor agrees to comply with Section 787.06,Florida Statutes,as may be amended from time to time,and has executed the Certification of Compliance with Anti-Human Trafficking Laws,as required by Section 787.06(13),Florida Statutes,a copy of which is attached hereto as Exhibit"c SECTION 11 NOTICES Until changed by notice,in writing,all such notices and communications shall be addressed as follows: TO CONSULT ANT:Blue Iguana Pest Control,Inc. Attn:Thomas Portuallo 1440 Coral Ridge Drive,Suite 460 PRIME 13 D o cusig n E nvelo pe ID :53070599-D E 8A -4 629-944-C D 7A 4E 6A 193C PRIM E -Contact No.23-007-01 Coral Springs,FL 33071 Ph:754-304-8116 1 855-525-5656 Email:tom@iguanacontrol.com TO CITY:Facilities &Fleet Management Department Attn:Elizabeth Miro 1933 Bay Rd.2°Floor Miami Beach,FL 33139 Ph:305-673-7000 ext.22925 Email:glizabethmiro@miamibeachfl.gov All notices mailed electronically to either party shall be deemed to be sufficiently transmitted. 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 form ality 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. 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. PRIME 14 D ocusign Envelope ID :53070599-D E8A -4 629-944B-C D 7A4E6A 193C PRIME -Contract No.23-007-01 12.5 ENTIRETY OF AGREEMENT The C ity and C ontractor agree that this is the entire agreem ent between the parties.This Agreem ent supersedes all prior negotiations,correspondence,conversations,agreem ents or understandings applicable to the m atters contained herein,and there are no com m itm ents, agreem ents or understandings concern ing the subject m atter of this Agreement that are not contained in this docum ent.T itle and paragraph headings are fo r convenient reference and are not intended to confer any rights or obligations upon the parties to this Agreem ent. [R EM A IN D ER O F TH IS PA G E LEFT IN TEN TIO N ALLY BLANK] PRIM E 15 Docusign Envelope ID:53070599-DE8A-4629-944B-CD7 A4E6A 193C PRIME -Contract No.23-007-01 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by their appropriate officials,as of the date first entered above. FOR CITY: ATTEST: CITY OF MIAMI BEACH,FLORIDA By:Ea-»pgpee rs+t5,Rafael .iranado,'ity Clerk 12/24/2024 I 9:18 EST[)p7[, FOR CONSUL TANT: BLUE IG UANAPES T CONTROL,INCi..I2°7 Thomas Portuallo President Print Name and Title e _12/024 APPROVED AS TO FORM &LANGUAGE &FOR EXECUTION /ii4@@«, /\City Attorney or let@ Date A PRIME 16 Docusign Envelope ID:53070599-DE8A-4629-944B-CD7 A4E6A 193C PRIME -Contract No.23-007-01 EXHIBIT A SCOPE OF SERVICES The Contractor shall perform the following services: 1.Traditional iguana remediation services include trapping,humane euthanasia,and disposal.Contractor shall proactively suppress iguana populations using humane and environmentally safe techniques to drastically reduce or eliminate the City's iguana population. Guidelines of the Florida Fish and Wildlife Conservation Commission shall be closely followed regarding all population control methods used.It shall be the Contractor's sole responsibility to remain up-to-date with any changes in regulations that would affect services under this Agreement,inclusive of licensing or permitting requirements. The City will consider the use of control tools in accordance with the Florida Fish and Wildlife Conservation Commission guidelines. 2.Contractor shall provide all necessary personnel,equipment,labor,and materials for the operation of services,which may include a water vessel to traverse the City's waterways. 3.Contractor's employees shall wear clothing that clearly identifies the employee with the Contractor's name and shall have company identification in their possession at all times. 4.Contractor shall be responsible for creating a safe environment for their employees,City employees,residents,and visitors while performing services.Proper safety signs or cones shall be used as necessary.The Contractor shall provide a clean and safe environment during all work. Whenever the Contractor leaves a location,that location shall be clean,safe,and free of any tools and other materials related to the work.At its own cost,the Contractor shall properly dispose of debris and any foreign materials created through the work process. 5.The Contractor will only have access to the work location(s)during regular City working hours. Access to work location(s)after hours will require prior approval of City staff. 6.Contractor must be available twenty-four (24)hours a day,seven (7)days·a week,on an emergency basis.The Contractor shall provide a telephone number and email for emergency response services. 7.Schedule.The map included (pg.18 below)outlines areas of focus.Once specific areas are assigned to personnel,the areas will be assigned any one of the following schedules so that each area is visited a minimum of two times every week: Monday and Wednesday;Tuesday and Thursday;Wednesday and Friday;Monday only,and Friday only. The "Monday Only"and "Friday Only"schedules shall be designated as make-up days.These days are allocated for instances when trapping services are missed due to unforeseen circumstances,such as mechanical breakdowns or other disruptions.In the event of such interruptions,the Contractor may use these designated days to make up for missed services and ensure fulfillment of the service requirements. PRIME 17 Docusign Envelope ID:53070599-DE8A-4629-944B-CD7 A4E6A193C PRIME -Contract No.23-007-01 O nce the Contractor inventories the waterw ays,they will be assigned specific schedules,which w ill be perform ed w ithin the first w eek after the contract execution. % '{k. bugs]{-I -------e '!{8,\• •a I •-__,,.;.,._.I ...,,,-•~·;•W",.,.... z2.g3 . zs9 •- awe; ;•, 7.1 A schedule of tw o visits a week has proven to be extrem ely effective.This will allow the C o ntra ctor to use payro ll m ore effectively and cover m ore territory .The Contra ctor m ay add se rv ice days to part icular areas that m ay have unusually greater infestation,allowing the C o ntractor to serv ice m ore zones. 7.2 Each zone will require a m inim um of two tra ppers.W eekend Services m ust be planned at the beginning of the w eek in cooperation with the Facilities and Fleet Departm ent Contract M a nager or Designee.Locations with high recreational usage,such as parks,will be done when the re is m inim al presence. 7,3 The w aterw ays w ill require a tw o-m an team fo r safety precautions.This w ill bring the staff to fo ur (4).The C ity reserves the right to m odify the num ber of staff required at any location, de pending on need. 7.4 School zones w ill be serviced on w eekends. 8.Reporting Requirements.The C ontractor shall pro vide iguana rem ediation services at the loca tions listed in this Exhibit "A"on a m onthly basis.Each location will be serviced fo r a specified num ber of hours,as detailed in this Exhibit "A".T he C ontractor is responsible fo r actively m a naging the iguana population at each location and ensuring the effectiveness of the rem ediation eff orts.The C ontra ctor m ust notify the C ity M anager's Designee in writing when the iguana population at a specific location is determ ined to be under control and no longer requires ong oing rem ediation serv ices. T he C ontractor is expected to dedicate resources efficiently and m ay be asked to redirect efforts to other locations listed inthis Exhibit "A"Sect ion II,as needed,based on the evolving conditions of the program .The C ontractor shall collaborate w ith the ci ty to reallocate resources and hours to other locations where iguana activity m ay require increased attention. PR IM E 18 D o cusig n E nvelope ID :53070599-D E8A -4 629-944B-C D 7AA4E6A 193C PRIME -Contract No.23-007-0 I The Contractor is required to provide monthly reports on the status of each location,including the work performed,the effectiveness of the remediation,and any recommendations for resource reallocation.These reports shall be used as a basis for assessing the need for ongoing services at each location.Reports shall include photos of the deceased Iguanas. 9.GPS data shall be forwarded monthly as "live"sessions to allow City management to verify payroll expenditure. 10.The Contractor shall have signage posted to inform residents that iguana remediation is occurring.Signage shall be submitted to the City Manager or designee for approval prior to the commencement of the services. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] PRIME 19 Docusign Envelope ID:53070599-DE8A-4629-944B-CD7 A4E6A193C Contract No.23-007-0 I EXHIBIT B FEES FOR ACTIVE LOCATIONS I.Active Locations.The Contractor shall service the following active locations designated as primary areas of focus. Hours/Week Annual Fee Monthly Fee Fairway Park 2.5 $7,800 $650 Crespi Park 4 $12,480 $1,040 Stillwater Park 4 $12,480 $1,040 North Shore Open Park 11 $34,320 $2,860 Allison Park 3 $9,360 $780 Brittany Bay Park 8.5 $26,520 $2,210 Scott Rakow Pool 4.5 $14,040 $1,170 Scott Rakow Site 2 $6,240 $520 Muss Park 5.5 $17,160 $1,430 Chase Parking Lot 5 $15,600 $1,300 Allison island 2.5 $7,800 $650 Poinciana Park 4.5 $14,040 $1,170 Pint Tree Park 6.5 $20,280 $1,690 Sunset islands 2 $6,240 $520 South Pointe Park 2 $6,240 $520 Palm/Hibiscus Island Park 2 $6,240 $520 Buoy Park 2 $6,240 $520 2100 Meridian 4 $12,480 $1,040 Flamingp Park/Pool 2 $6,240 $520 21st and Beachwalk 5.5 $17,160 $1,430 Venetican Cswy 2 $7,800 $650 Dade Blvd Canal 3 $11,700 $975 Biscayne Waterways 2 $7,800 $650 Indian Creek Canal 6 $23,400 $1,950 Lummous Park 4 $12,480 $1,040 Parkview Park 3 $9,360 $780 Tatum Park 3 $9,360 $780 Belle Isle 2 $6,240 $520 MSD Park 2 $6,240 $520 PRIME 20 Docusign Envelope ID:53070599-DE8A-4629-944B-CD7A4E6A193C Contract No.23-007-01 II.Additional Locations:Locations may be added or removed on an as-needed basis at the discretion of the city and with the approval of the City Manager's designee.The city will provide written notice to the Contractor of any changes.Upon receipt of notice, the Contractor shall promptly adjust services to accommodate the updated list of locations. Hours/W eek Annual Fee Monthly fee Normandy Shores Golf 13 $33,696.00 $2,808.00 La Goree Park 2 $5,616.00 $468.00 Fire Station 2 7 $16,848.00 $1,404.00 Public Works Yard 9 $24,464.00 $1,872.00 Bass Museum 2 $5,616.00 $468.00 Collins Park 4 $11,232.00 $936.00 Julia Tuttle 26 $67,392.00 $5,616.00 Victory Garden 2 $5,616.00 $468.00 Miami Beach Golf 15 $39,312.00 $3,276.00 Holocaust Memorial 4 $11,232.00 $936.00 Nikki Beach 9 $22,464.00 $1,872.00 III.Additional Services. 1.Educational Component.The Contractor agrees to provide a minimum of two (2)workshops annually,in person.The workshops shall be one hour in duration at $125.00 each.One-hour sessions,two sessions per day at different hours in the day to allow homeowners with alternating schedules to attend.PowerPoint presentations will help educate homeowners on the habits and threats of the feral green iguana.During these sessions Contractor will also explain how homeowners can take steps to protect their homes from the damage iguanas can bring. Contractor will provide literature which outlines the session topics and lists resources homeowners can use.This program is contingent upon the City's approval. 2.Private Property/Resident Services Program Contingent Upon City Approval.The Contractor agrees to provide iguana remediation services to homeowner residents of Miami Beach for an annual fee of $1,700,which includes a $200 discount from the standard residential annual fee.The program is comprised of several visits (at least two per week,but more if necessary)every week using allowed methods (netting,noosing,traps,and compressed air pellet pistols).During the mating season (approximately December to March),trappers look for burrows and treat them to prevent the next generation from infesting the property.Homeowners may request this service by calling a toll-free number.Once the home address is verified,they are offered the discounted rate.This program is contingent upon the City's approval. PRIME 21 D ocusign Envelope ID :53070599-D E8A -4 629-944B-C D 7A4E6A 193C PRIME -Co ntract No.23-007-01 EXHIBIT D HUMAN TRAFFICKING CERTIFICATION In accordance with Section 787.06 (13),Florida Statutes,the undersigned,on behalf of the entity named below ("Entity"),hereby attests under penalty of perjury that the Entity does not use coercion for labor or services as defined in Section 787.06,Florida Statutes,entitled "Human Trafficking". I understand that I am swearing or affirming under oath to the truthfulness of the claims made in this affidavit and that the punishment for knowingly making a false statement includes fines and/or imprisonment. The undersigned is authorized to execute this affidavit on behalf of Entity.a.& @Vendor signature) (3->7<o4 Tr A (Company Name)Zc>A4 co9rev 7F0 4s Po&r>4o (Print Name) /{O Cs»w)?u (Address)e@A s)+,r so7( State of @A County of The foregoing instrument was acknowledged before me by means of aphysical presence or online notarization,this //f by Tl4¢['7v422 _,known to me to be the person/pl4 .3vu-Cu-v#a-Udescribedherein,or who produced identification,and who did/did not take an oath. as (•nature) -Syn g ? (Print Name) My commission expires:@/k ll 2z •.5T EY LEw!S ,gr_i .State of Florida$}5,o ary u bl 'roes66 ff:d;ii com»so 4«6.i015239,S!ores rs.2%%$9."tor sang""3on&edthroug r s PRIME 22 Docusign Envelope ID:53070599-DE8A-4629-944B-CD7 A4 E6A 193C Docusign Envelope ID:D362B080-9DBC-40DD-9CF5-F0D7F24ECB46 Contract No.23-007-02 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND M&J ECOLOGICAL LLC FOR IGUANA REMEDIATION SERVICES PURSUANT TO RF0-2023-007-WG 12/24/2024 I 9:18 EST This Professional Services Agreement ("Agreement")is entered into this ("Effective Date"),between the CITY OF MLAMI BEACH,FLORIDA,a municipal corporation organized and existing under the laws of the State of Florida,having its principal offices at 1700 Convention Center Drive,Miami Beach,Florida,33139 (the "City'),and M&J ECOLOGICAL LLC a Florida Limited Liability Company,whose address is 2775 NE 187"Street,Suite 120, Aventura,Florida 33180("Contractor"). SECTION 1 DEFINITIONS Agreement: City Manager: City Manager's Designee: Contractor: Services: Fee: This Agreement between the City and Contractor,including any exhibits and amendments thereto. The chief administrative officer of the City. 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 Facilities and Fleet Management Department Director. For the purposes of this Agreement,Contractor shall be deemed to be an independent contractor,and not an agent or employee of the City. All services,work and actions by the Contractor performed or undertaken pursuant to the Agreement. Amount paid to the Contractor as compensation for Services. Proposal Documents:Proposal Documents shall mean City of Miami Beach RFQ No.2023-007 for Iguana Remediation Services,together with all amendments thereto, issued by the City in contemplation of this Agreement RFQ and the Contractor's proposal in response thereto ("Proposal"),all of which are hereby incorporated and made a part hereof;provided,however,that in the event of an express conflict between the Proposal Documents and this Agreement,the following order of precedent shall prevail:this Agreement;the RFQ and the Proposal. 1 Docusign Envelope ID:53070599-DE8A-4629-944B-CD7 A4 E6A 193C Docusign Envelope ID:D3628080-9DBC-40DD-9CF5-F0D7F24ECB46 Risk Manager: Contract No.23-007-02 Th e Risk Manager of the City,with offi ce s at 1700 Co nvention Ce nter Drive,Th ird Floor,Miami Beach,Florida 33139;telephone num ber (305) 673-7000,Ext .26724;and fax number (305)673-7529. SECTION2 SCOPE OF SERVICES 2.1 POOL OF PREQUALIFIED CONTRACTORS.As part of th e prequalifica tion pool,the co ntra ct or shall pro vide its servi ce s on an as-needed basis.In co nsideration of th e Fee to be paid to Co ntra ctor by the City ,Co ntractor shall provide the work and se rv ices described in Ex hibit "A"here to (th e "Se rvi ce s"). 2.2 Co ntra ct or's Service s and any delivera bles incident thereto shall be co m pleted in acco rdance wi th the timeline and/or schedule in Exh ibit "A"hereto. Notw ith standing th e foreg oing,all Serv ice s provided by the Contra ct or shall be perform ed in acco rdance with the term s and co nditions set forth in Ex hibit "A"and to th e reasonable satisfa ction of the City's Co ntra ct Co m pliance Adm inistra tor.If there are any ques tions reg ard ing the Servi ce s to be perform ed,Co ntra ctor should co ntact the following perso n: Santiago S ellan,Facilities &Flee t M anagem ent Departm ent,at santiagosellan@ m iam ibe achfl.gov,or 305-6 73-7000 ext.22124 or G iaco m o Natteri,Facilities &Fleet M anagem ent D epa rtm ent.at giaco m onatteri@ m lam ibea chfl.gov,or 305-6 73-7000 ext .22 970 SECTION3 TERM Th e term of th is Agre ement ("Term ")shall co mmence upon execution of this Agree ment by all parties hereto (the Effective Date set forth on p.1 hereof),and shall have an initial term of three (3)years,with two additional one (1)year renewal options,to be exercised at the City Manager's sole option and discretion,by providing Co ntra ct or with written notice of same no less than th irty (30)days prior to th e expiration of the initial term . Notwi thsta nding th e Term provided herein,Contra ctor shall adhere to any spe cific timelines, schedules,dates,and/or perform ance milestones far co m pletion and delive ry of the Servi ce s, as sam e is/are set forth in the tim eline and/or schedule refere nce d in Exh ibit "A"hereto. 2 Docusign Envelope ID:53070599-DE8A-4629-944B-CD7 A4 E6A 193C Docusign Envelope ID:D362B080-9DBC-40DD-9CF5-FDD7F24ECB46 Contract No.23-007-02 SECTION 4 FEE FOR POOL OF PREQUALIFIED CONTRA CTORS 4.1 In consideration of the Services to be provided on as-needed basis Contractor shall be compensated in accordance with Exhibit "B"hereto. 4.2 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: Accounts Payable:Payables@miamibeachfl.gov SECTION 5 TERMINATION 5.1 TERMINATION FOR CAUSE If the Contractor 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 Contractor of its violation of the particular term(s)of this Agreement,and shall grant Contractor 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 Contractor.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 Contractor shall not be relieved of liability to the City for damages sustained by the City by any breach of the Agreement by the Contractor.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 Contractor.The City shall be entitled to recover all costs of such actions,including reasonable attorneys'fees. 5.2 TE RMI NATION FOR CONVE NIENCE OF THE CITY THE CITY MA Y ALSO,THROUGH ITS CITY MANA GER,AND FOR ITS CONV ENIENCE AND WITHOUT CAUSE,TERMINATE THE AGREEMENT AT ANY TIME DURING THE TERM BY GIVING WRITTEN NOTICE TO CONTRACTOR OF SUCH TERMINATION;WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30) DAYS FOLLOWING RECEIPT BY THE CONTRACTOR 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 3 Docusign Envelope ID:53070599-DE8A-4629-944B-CD7A4E6A193C Docusign Envelope ID:D362B080-9DBC-40DO-9CF5-F0D7F24ECB46 Contract No.23-007-02 WRITTEN NOTIFICATION TO CONTRACTOR,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,CONTRACTOR 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. 5.3 TERMINATION FOR INSOLVENCY The City also reserves the right to terminate the Agreement in the event the Contractor 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 Contractor 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 Contractor,its officers,employees,agents, contractors,or any other person or entity acting under Contractor's control or supervision,in connection with,related to,or as a result of the Contractor's performance of the Services pursuant to this Agreement.To that extent.the Contractor 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 Contractor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Contractor shall in no way limit the Contractor'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 Contractor for performance of the Services under this Agreement is the specific consideration from the City to the Contractor for the Contractor'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 Contractor shall maintain the below required insurance in effect prior to awarding the agreement and for the duration of the agreement The maintenance of proper insurance coverage is a material element of the agreement and failure to maintain or renew coverage may be treated as a material breach of the 4 Docusign Envelope ID:53070599-DE8A-4629-944B-CD7 A4E6A193C Docusign Envelope ID:D362B080-9DBC-40OO-9CF5-F0D7F24ECB46 Contract No.23-007-02 contract,which could result in withholding of payments or termination of the Agreement. A.Worker's Compensation Insurance for all employees of the vendor as required by Flonda Statute 440,and Employer Liability Insurance for bodily injury or disease. Should the Vendor be exempt from this Statute,the Vendor and each employee shall hold the City harmless from any injury incurred during performance of the Contract.The exempt Vendor shall also submit (i)a written statement detailing the number of employees and that they are not required to carry Workers' Compensation insurance and do not anticipate hiring any additional employees during the term of this contract or (ii)a copy of a Certificate of Exemption. B.Commercial General Liability Insurance on an occurrence basis,including products and completed operations,property damage,bodily injury and personal &advertising injury with limits no less than $1,000,000 per occurrence,and $2,000,000 general aggregate. C.Automobile Liability Insurance covering any automobile,if vendor has no owned automobiles,then coverage for hired and non-owned automobiles,with limit no less than $1,000,000 combined per accident for bodily injury and property damage. 6.3 Additional Insured -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 Contractor 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 Contractor's Insurance. 6.4 Notice of Cancellation -Each insurance policy required above shall provide that coverage shall not be cancelled,except with notice to the City of Miami Beach c/o EXIGIS Insurance Compliance Services. 6.5 Waiver of Subrogation --Contractor 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. 6.6 Acce pta bility of Insurers -Insurance must be placed with insurers with a current A.M. Best rating of A 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 if they are licensed and authorized to do insurance business in the State of Florida. 6.7 Verifi cation of Coverage -Contractor shall furnish the City with original certificates and amendatory endorsements,or copies of the applicable insurance language,effecting coverage required by this contract.All certificates and endorsements are to be received and approved by the City before work commences.However,failure to obtain the required documents prior to the work beginning shall not waive the Contractor'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. 5 Docusign Envelope ID:53070599-DE8A-4629-944B-CD7 A4E6A 193C Docusign Envelope ID:D362B080-9DBC-40DD-9CF5-F0D7F24ECB46 CERTIFICATE HOLDER ON ALL COi MUST READ: CITY OF MIAMI BEACH c/o EXIGIS Insurance Compliance Services P.O.Box 947 Murrieta,CA 92564 Contract No.23-007-02 Kindly submit all certificates of insurance,endorsements,exemption letters to our servicing agent,EXIGIS,at: Certificates-miamibeach@riskyyorks_com 6.9 Spacial Risks or Circumstances -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 the vendor of his 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,Contractor 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. Contractor hereby expresses its willingness to enter into this Agreement with Contractor's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of $10,000. Accordingly,and notwithstanding any other term or condition of this Agreement,Contractor hereby agrees that the City shall not be liable to the Contractor 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. 6 Docusign Envelope ID:53070599-DE8A-4629-944B-CD7 A4E6A193C o cusign Envelope I:D362B080-9 BC-40DD-9CF5-F0D7F24ECB46 SECTION9 DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS/PATENT RIGHTS;COPYRIGHT; AND CONFIDENTIAL FINDINGS Contract No.23-007-02 9.1 DUTYOFCARE With respect to the performance of the Services contemplated herein,Contractor shall exercise that degree of skill,care,efficiency and diligence normally exercised by reasonable persons and/or recognized professionals with respect to the performance of comparable work and/or services. 9.2 COMPLIANCE WITH APPLICABLE LAWS In its performance of the Services,Contractor shall comply with all applicable laws,ordinances, and regulations of the City,Miami-Dade County,the State of Florida,and the federal government,as applicable. 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 Contractor,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 Contractor or its employees or sub-contractors,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 Contractor,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 this Agreement.Contractor shall maintain any and all such records at its place of business at the address set forth in the "Notices"section of this Agreement. 7 Docusign Envelope ID:53070599-DE8A-4629-944-CD7A4E6A193C Docusign Envelope ID:D362B080-9DBC-40DD-9CF5-F0D7F24ECB46 10.2 INSPECTOR GENERAL AUDIT RIGHTS Contract No.23-007-02 (A) (B) (C) (D) 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 contra cts.Th is random audit is separate and distinct fro m any other audit perform ed by or on behalf of the City. Th e Offi ce of the Inspector General is authorized to investigate City affairs and empowered to review past,present and proposed City programs,acco unts,records, co ntra cts and tra nsa ctions.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 co nform ance with the contra ct documents and applicable law.Th e Inspector General shall have the power to audit,investigate,monitor,oversee,inspect and review operations,activities,perform ance and procurement proces s including but not limited to project design,bid specifications,(bid/proposal)submittals,activities of the Contra ctor, its officers,agents and employees,lobbyists,City staff and elected officials to ensure co mpliance with the contra ct documents and to detect fraud and co rruption.Pursuant to Section 2-378 of the City Code,the City is allocating a perce ntage of its overall annual contra ct expenditures to fund the activities and operations of the Office of Inspector General. Upon ten (10)days written notice to the Contra ctor,the Co ntra ctor shall make all requested reco rds and documents available to the Inspector General for inspecti on and copying.Th e Inspector General is empowered to retain the services of independent private sector auditors to audit,investigate,monitor,oversee,inspect and review operations activities,perform ance and procu rement process including but not limited to project design,bid specifica tions,(bid/proposal)submittals,acti vities of the Co ntra ctor its officers,agents and employees,lobbyists,City staff and elected officials to ensure co mpliance with the contra ct documents and to detect fra ud and co rruption. The Inspector General shall have the right to inspect and co py all documents and records in the Co ntra ctor's possession,custody or co ntrol which in the Inspector General's sole judgment,pertain to perform ance of the co ntra ct,including,but not limited to original estimate files,change order estimate files,worksheets,proposals and agreements from and with succe ssful sub-co ntra ctors and suppliers,all project-related correspondence,memoranda,instru ctions,financial documents,co nstru cti on documents,(bid/proposal)and contract documents,back-change documents,all documents and reco rds wh ich involve cash,tra de or volume disco unts,insurance proceeds,rebates,or dividends received,payroll and personnel reco rds and supporting documentation for the aforesaid documents and records. 8 Docusign Envelope ID:53070599-DE8A-4629-944B-CD7A4E6A193C Docusign Envelope ID:D362B080-9DBC-40DD-9CF5-F0D7F24ECB46 Contract No.23-007-02 (E)Th e Contra ctor shall make available at its office at all reasonable times the records, materials,and other evidence regarding the acquisition (bid preparation)and perform ance of this Agreement,for examination,audit,or reproduction,until three (3) years after final paym ent 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 term inated,the Co ntractor shall make available records relating to the work term inated until three (3)years after any resulting final term ination settlement;and ii.The Co ntra ctor 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)Th e provisions in this section shall apply to the Co ntractor,its officers,agents, employees,sub-co ntra ctors and suppliers.The Co ntractor shall incorporate the provisions in this section in all subcontra cts and all other agree ments executed by the Co ntra ctor in connection with the perform ance 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 constru ed to impose any liability on the City by the Co ntractor or third parties. 10.3 ASSIGNMENT,TRAN SFER OR SUBCONSULTING Co ntra ctor shall not subcontra ct.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 Contra ctor shall file a State of Florida Form PUR 7068,Swor Statement under Section 287.133(3}(a)Florida Statute on Public Entity Crimes with the City's Procurement Division. 10.5 NO DISCRIMINATION In connection with the perform ance of the Services ,the Co ntractor 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,Co ntra ctor 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,housing,public accommodations,and public services on acco unt of actual or perceived race,color,national origin,religion,sex, intersexuality,gender identity,sexual orientation,marital and familial status,age,disability, 9 Docusign Envelope ID:53070599-DE8A-4629-944B-CD7 A4 E6A 193C Docusign Envelope ID:D3620 80-9 BC-40DD-9CFS-F0D7F24ECB46 Contract No.23-007-02 ancestry,height,weight,domestic partner status,labor organization membership,familial situation,or political affiliation. 10.6 CONFLICT OF INTEREST Contractor 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 if fully set forth herein. Contractor 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.Contractor further covenants that in the performance of this Agreement,Contractor shall not employ any person having any such interest.No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefits arising therefrom. 10.7 CONTRACTOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW (A)Contractor 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 setforth 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 Contractor meets the definition of "Contractor"as defined in Section 119.0701(1)(a),the Contractor 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 Contractor 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 Contractor or keep and maintain public records required by the City to perform the service.If the Contractor transfers all public records to the City upon completion of the Agreement,the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements.If the Contractor keeps and maintains public records upon completion of the Agreement,the Contractor 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 10 Docusign Envelope ID:53070599-DE8A-4 629-944B-CD7A4E6A 193C Docusign Envelope ID:D3628080-9DBC-40DD-9CF5-F0D7F24ECB46 Contra ct No.23-007-02 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 Contractor of the request, and the Contractor must provide the records to the City or allow the records to be inspected or copied within a reasonable time. (2)Contractor'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 Contractor 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 Contractor to compel production of public records relating to the City's contract for services,the court shall assess and award against the Contractor the reasonable costs of enforcement,including reasonable attorneys'fees,if: a.The court determines that the Contractor 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 Contractor has not complied with the request,to the City and to the Contractor. (2)A notice complies with subparagraph (1)b)if it is sent to the City's custodian of public records and to the Contractor at the Contractor's address listed on its contract with the City or to the Contractor'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 Contractor 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 CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA STATUTES,TO THE CONTRACTOR'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:RAFAEL GRANADO@MIAMI£BEACHEL.GQy PHONE:305-673-7411 11 Docusign Envelope ID:53070599-DE8A-4629-944B-CD7A4E6A193C Docusign Envelope ID:D362B080-9DBC-40DD-9CF5-F0D7F24ECB46 Contract No.23 007-02 10.8 FORCE MAJEURE (A)A"Force Majeure"event is an event that (i)in fact causes a delay in the performance of the Contractor or the City's obligations under the Agreement,and (ii)is beyond the reasonable control of such party 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 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 Contractor'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 12 Docusign Envelope ID:53070599-DE8A-4629-944B8-CD7A4E6A193C Docusign Envelope ID:D362B080-9DBC-40DD-9CF5-F0D7F24ECB46 Contract No.23-007-02 regard to the notice requirements herein.Additionally,in the event that an event of Force Majeure delays a party's perform ance under the Agreement for a time period greater than thirty (30)days,the City may,at the sole discretion of the City Manager, term inate the Agreement on a given date,by giving written notice to Co ntractor of such term ination.If the Agreement is term inated pursuant to this section,Contractor shall be paid for any Services satisfactorily perform ed up to the date of termination;following which the City shall be discharged fro m any and all liabilities,duties,and terms arising 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)Contra ctor shall comply with Section 448 .095,Florida Statutes,"Employm ent Eligibility" ("E-Verify Statute"),as may be amended fro m time to time.Pursuant to the E-Verify Statute,commencing on January 1,2021,Co ntractor shall register with and use the E- Verify system to verify the work auth orization status of all newly hired employees during the Term of the Agreement.Additionally,Contractor shall expressly require any sub- contra ctor perform ing 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 sub-contractor during the contra ct Term .If Co ntra ctor enters into a contra ct with an approved sub-co ntractor,the sub-co ntra ctor must provide the Contra ctor with an affidavit stating that the sub- contra ctor does not employ,contract with,or subcontract with an unauthorized alien. Co ntra ctor shall maintain a copy of such affidavit for the duration of the Agreement or such other extended period as may be required under this Agreement. (B)TE RM INATION RIGHTS. (1)If the City has a good faith belief that Co ntractor has knowingly violated Secti on 448 .09(1),Florida Statutes,the City shall term inate this Agreement with Co ntra ctor for cause,and the City shall thereafter have or owe no further obligation or liability to Co ntra ctor. (2)If the City has a good faith belief that a sub-co ntractor has knowingly violated the foregoing Subsection 10.9(A),but the Co ntra ctor otherwise complied with such subsection,the City will promptly notify the Co ntractor and order the Contractor to immediately term inate the Agreement with the sub-contractor.Contractor's failure to term inate a sub-contra ctor shall be an event of default under this Agreement,entitling City to term inate the Co ntractor's contract for cause. (3)A contra ct term inated under the foregoing Subsection (B)(1)or (B)(2)is not in breach of contra ct and may not be considered as such. (4)Th e City or Contra ctor or a sub-contra ctor may file an action with the Circu it or Co unty Court to challenge a term ination under the foregoing Subsection (B)(1)or (B)(2)no later than 20 calendar days after the date on which the contract was term inated. (5)If the City term inates the Agreement with Co ntractor under the foregoing Subsection (B)(1),Co ntra ctor may not be awarded a public contract for at least 1 year after the date of term ination of this Agreement. (6)Co ntractor is liable for any additional costs incurred by the City as a result of the term ination of this Agreement under this Section 10.9. 13 Docusign Envelope ID:53070599-DE8A-4629-944-CD7A4E6A193C Docusign Envelope ID:O362B080-9OBC-40DD-9CF5-F0D7F24ECB46 Contract No.23-007-02 10.10 CONTRACTOR'S COMPLIANCE WITH ANTE-HUMAN TRAFFICKING LAWS Contractor agrees to comply with Section 787.06,Florida Statutes,as may be amended from time to time,and has executed the Certification of Compliance with Anti-Human Trafficking Laws,as required by Section 787.06(13),Florida Statutes,a copy of which is attached hereto as Exhibit "C". SECTION 11 NOTICES Until changed by notice,in writing,all such notices and communications shall be addressed as follows: TO CONTRACTOR: TO CITY: M&J Ecological LLC Attn:Marcus H.Franco De Andrade 2775 NE 187Street,Suite 120 Aventura,FL 33180 Ph:786-271-2552 Email:mandrade@mjecoloqical.com Facilities &Fleet Management Department Attn:Elizabeth Miro 1933 Bay Rd.28 Floor Miami Beach,FL 33139 Ph:305-673-7000 ext.22925 Email:elizabethmiro@miamibeachfl.gov All notices mailed electronically to either party shall be deemed to be sufficiently transmitted. SECTION 12 MISCELLANEOUS PROVISIONS 12.1 CHANGES AND ADDITIONS This Agreement cannot be modified or amended without the express written consent of the parties.Na 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 Docusign Envelope ID:53070599-DE8A-4 629-944B-CD7AAE6A 193C Docusign Envelope ID:D362B080-9DBC-40DD-9CF5-F0D7F24ECB46 Contract No.23-007-02 12.3 WAI VE R OF BREA CH 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 PREPARA TION 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 Contractor agree that this is the entire agreement between the parties.This Agreement supersedes all prior negotiations,correspondence,conversations,agreements or understandings applicable to the matters contained herein,and there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document.Title and paragraph headings are for convenient reference and are not intended to confer any rights or obligations upon the parties to this Agreement. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] 15 Docusign Envelope ID:53070599-DE8A-4629-944B-CD7 A4E6A 193C Docusign Envelope ID:D362B080-9DBC-40DO-9CF5-F0O7F24ECB46 Contract No.23-007-02 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by their appropriate officials,as of the date first entered above. FOR CITY: ATTEST: By: Rafael E.Granado,City Clerk 12/24/2024 I 9:18 ESTDate:_ CITY OF MIAMI BEACH,FLORIDA By:4p46 Lo ud pd.de Print Name and Title )\y/0124" /tu@«/e»City Attorney y le2 Date FOR CONTRACTOR: M&J ECOLOGICAL LLC APPROVED AS TO FORM &LANGUAGE &FOR EXECUTION oae )lur4 16 Docusign Envelope ID:53070599-DE8A-4629-944-CD7A4E6A193C Docusign Envelope ID:D3628080-9DBC-40DD-9CF5-F0D7F24ECB46 Contract No.23-007-02 EXHIBIT A SCOPE OF SERVICES The Contractor shall perform the services outlined in the Request for Proposals (RFP)and further detailed in Exhibit "A"attached hereto. 1.Traditional iguana remediation services include trapping,humane euthanasia,and disposal.Contractor shall proactlvely suppress iguana populations using humane and environmentally safe techniques to drastically reduce or eliminate the City's iguana population. Guidelines of the Florida Fish and Wildlife Conservation Commission shall be closely followed regarding all population control methods used.It shall be the Contractor's sole responsibility to remain up-to-date with any changes in regulations that would affect services under this Contract,Inclusive of licensing or permitting requirements. Thay City will consider the use of control tools in accordance with the Florida Fish and Wildlife Conservation Commission guidelines. 2.Contractor shall provide all necessary personnel,equipment,labor,and materials for the operation of services,which may include a water vessel to traverse the City's waterways. 3.Contractor's employees shall wear clothing that clearly Identifies the employee as an employee of Contractor and shall also have company identification in their possession at all times. 4.Contractor shall be responsible for creating a safe environment for their employees,City employees, residents,and visitors while performing services.Proper safety signs or cones shall be used as necessa ry.The Contractor shall provide for a clean and safe environment during all work.Whenever the Contractor leaves a location,that location shall be clean,safe,and free of any tools and other materials related to the work.At its own cost,the Contractor shall properly dispose of debris and any other foreign material created through the work process. 5.The Contractor will only have access to the work location(s)during regular City working hours. Access to work location(s)after hours will require prior approval of City staff. 6.The Contractor shall provide a telephone number and email for emergency response services.When emergency/additional services (as applicable)are required,the Contractor shall respond to the work site within two (2)hours. 7.The Contractor shall have signage posted to Inform residents that iguana remediation is occurring. Signage shall be submitted to the City Manager or designee for approval prior to the commencement of the services. 8.Reporting Requirements.The Contractor shall submit an activity report at the end of the service period with each applicable invoice,including photos of the deceased iguanas.The City reserves the right to request photos of the deceased iguanas at any time during the service period. 9.GPS data shall be forwarded as a PDF file,time-stamped photos or geo-tagged photos to allow City management to verify payroll expenditure. [CONTINUED ON NEXT PAGE] 17 Docusign Envelope ID:53070599-DE8A-4629-944B8-CD7A4E6A 193C Docusign Envelope ID:D362080-9B C-40DD-9CF5-F0DTF24ECB46 10.Service Locations: LOCATIONS F airway Park Crespi Park SdlNwate r Park North Shore Open Park Allison Park Brittany Bay Park Scott Rakow Pool Scott Rakow Site Mu ss Park Chase Parking Lot Alfson Island Poi ncian a Park Pine Tree Park Sun set islands South Pointe Park Palm/H ibiscu s 1stand Park Buoy Park 2100 Meridian F taming o Park/Pool 21st and Beach walk Venetian Cswy Dade BNd Canal Biscayne Waterways Indian Creek Canal Lummu s Park Parkview Park Tatum Pa rk Bellelsle MSD Park Normandy Shores Gott La Gorce Park Fire Station 2 Public Works Yard Bass Museum Collins Park Ju tla Tuttle Victory Garden Miami Beach Golf Holocaust Memorial Nikki Beach 18 Contract No.23-007-02 Docusign Envelope ID:53070599-DE8A--4629-944B-CD7 A4E6A 193C Docusign Envelope ID:D362B080-9DBC-40DD-9CF5-F0D7F24ECB46 Contract No.23-007-02 EXHIBIT B CONTRACT RATES The Contractor shall be compensated on an as-needed basis for short-term engagements at the following rates: •Hourly Rate:$60 per hour for services provided for up to three (3)consecutive days within a week. •Weekly Rate:$1,200 per week for services provided for up to three (3)consecutive weeks in a month. Compensation for short-term engagements shall not exceed three (3)consecutive weeks. [THE RE MAIND ER OF THI S PAGE IS INTE NTIONALLY LEFT BLANK ] 19 Docusign Envelope ID:53070599-DE8A-4 629-944 -CD7AA4E6A 193C Docusign Envelope ID:D362B080-9DBC-40DD-9CFS-F0DTF24ECB46 Contract No.23-007-02 EXHIBIT C HUMAN TRAFFICKING CERTIFICATION C erti fication of C om pliance w ith Anti-Hum an Traffi cking La w s In acco rdance with Section 787.06 (13),Florida Statutes,the undersigned,on behalf of the entity named below ("Entity"),hereby attests under penalty of perjury that the Entity does not use co ercion for labor or service s as defined in Section 787.06,Florida Statutes,entitled "Human Trafficking". I understand th at I am swearing or affirm ing under oath to the tru thfu lness of the claims m ade in this affidavit and that the punishm ent for kn owingly making a false statement includes fines and/or im prisonment. The undersigned is aut horized to execute this affidavit on behalf of Entity. @Vera6Gr signa ture) [UC u!Pend LC (Print Nam e) (Co mpany Nam Le14f [w J0[T,pen'brt Pro, (Address)P 02 ] State of County of The foreg oing instrum ent was acknowledged before me by means of Yphysica l pre sence or D online _NuoUdht-,kn own to me to be the perso n described here in,or who pro duce d By bA'd e as identifica tion,and who did/did not take an oath. notariza tion,this 4m by N O TA R Y PUBLI C:do.dz 3e2. (Signature ) 6do pa v9alto iii;;;.AAN DA MCLA UGH LIN(f@p?oors ii«-ow sins@'3jg/commits6 H 1«1303%2f wy comm.Expires Jun 11,2025 Bonded through National Notary Assn. (Print Nam e) My co mmission expires:@]h][?G 20 D o cusign Envelope ID :53070599-D E8A -4 629-944B-C D 7AA4E6A 193C Contract No.23-007-03 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH ANO REDLINE IGUANA REMOVAL,LLC FOR IGUANA REMEDIATION SERVICES PURSUANT TO RFQ-2023-007-WG 12/24/2024 I 9:18 EST This Professional Serv ices Agreem ent ("Agreem ent")is entered into this ("Effective Date"),betw een the CITY OF MIAM I BEACH,FLORIDA,a municipal corporation organized and existing under the laws of the State of Florida,having its principal offices at 1700 Convention Center Drive,Miami Beach,Florida,33139 (the "City"),and REDLINE IGUANA REM O VAL,LLC a Florida Lim ited Liability Com pany,whose address is 2840 Stirling Road, Suite D,Hollyw ood,Florida 33020("Contractor"). SECTION 1 DEFINITIONS Agreem ent: City Manager: City Manager's Designee: Contractor: Services: Fee: This Agreem ent betw een the City and Contractor,including any exhibits and am endments thereto. The chief administra tive officer of the City. The City staff mem ber who is designated by the City Manager to administer this Agreem ent on behalf of the City.The City Manager's designee shall be the Facilities and Fleet Management Department Director. For the purposes of this Agreem ent,Contractor shall be deemed to be an independent contractor,and not an agent or employee of the City. All services,work and actions by the Contractor performed or undertaken pursuant to the Agreem ent. Am ount paid to the Contractor as compensation for Services. Proposal Documents:Proposal Docum ents shall mean City of Miami Beach RFQ No.2023-007 fo r Iguana Rem ediation Services,together with all amendments thereto, issued by the City in contemplation of this Agreement RFQ and the Contractor's proposal in response thereto ("Proposal"),all of which are hereby incorpora ted and made a part hereof;provided,however,that in the event of an express conflict between the Proposal Documents and this Agreement,the following order of precedent shall pre vail:this Agreem ent;the RFQ and the Proposal. D ocusign Envelope ID :53070599-D E8A-4629-944B8-C D 7A 4E6A 193C R isk M anager: Contract No.23-007-03 The Risk Manager of the C ity,with offices at 1700 Convention Center Drive,Third Floor,M iam i Beach,Florida 33139;telephone num ber (305) 673-7000,Ext.2672 4;and fax num ber (305)673-7529. SECTION 2 SCOPE OF SERVICES 2.1 POOL OF PREQUALIFIED CONTRACTORS.As part of the prequalification pool,the contractor shall provide its serv ices on an as-needed basis.In consideration of the Fee to be paid to C ontractor by the C ity,C ontractor shall pro vide the w ork and services described in Exhibit "A"hereto (the "S erv ices"). 2.2 C ontractor's Serv ices and any deliverables incident thereto shall be com pleted in accordance w ith the tim eline and/or schedule in Exhibit "A"hereto. Notw ithstanding the fo regoing,all Serv ices provided by the Contractor shall be performed in accordance w ith the term s and conditions set fo rth in Exhibit "A"and to the reasonable satisfaction of the C ity's Contract Com pliance Adm inistrator.If there are any questions regarding the Serv ices to be perf orm ed,Contractor should contact the following person: Santiago Sellan,Facilities &Fleet Management Department,at santiagosellan@ miamibeachfl.gov,or 305-673-7000 ext.22124 or Giacomo Natteri,Facilities &Fleet Management Department,at qiacomonatteri@ miamibeachfl.gov,or 305-673-7000 ext.22970 SECTION 3 TERM The term of this Agreem ent ("Term ")shall com m ence upon execution of this Agreem ent by all part ies hereto (the Effective Date set fo rth on p.1 hereof)and shall have an initial term of three (3)years,w ith two additional one (1)year renew al options,to be exercised at the City M anager's sole option and discretion,by pro viding C ontractor with written notice of same no less than thirty (30)days prior to the expiration of the initial term . Notwithstanding the Term provided herein,Contractor shall adhere to any specific tim elines, schedules,dates,and/or perf orm ance m ilestones for com pletion and delivery of the Services, as sam e is/are set fo rt h in the tim eline and/or schedule referenced in Exhibit "A"hereto. SECTION 4 FEE FOR POOL OF PREQUALIFIED CONTRACTORS 4.1 In consideration of the Serv ices to be provided on as-needed basis Contractor shall be com pensated in accordance w ith Exhibit "B"hereto. 2 Docusign Envelope ID:53070599-DE8A-4629-944B8-CD7A4E6A193C Contract No.23-007-03 4.2 INVOICING U pon receipt of an acceptable and appro ved invoice,payment(s)shall be made within fo rty-five (45)days fo r that portion (or those portions)of the Serv ices satisfactorily rendered (and refere nced in the particular invoice). Invoices shall include a detailed description of the Services (or portions thereof)provided,and shall be subm itted to the C ity at the fo llowing address: A ccounts Payable:Payables@m iam ibeachfl.go SECTION 5 TERMINATION 5.1 TERMINATION FOR CAUSE If the C ontra ctor shall fail to fulfill in a tim ely m anner,or otherw ise violates,any of the covenants,agreem ents,or stipulations m aterial to this Agre ement,the City,through its City M anager,shall thereupon have the right to term inate this Agreem ent fo r cause.Prior to exercising its option to term inate fo r cause,the C ity shall notify the Contractor of its violation of the part icular term (s)of this Agreem ent,and shall grant Contractor ten (10)days to cure such default.If such default rem ains uncured after ten (10)days,the C ity may terminate this A greem ent w ithout further notice to C ontractor.Upon term ination,the City shall be fully discharged from any and all liabilities,duties,and terms arising out of,or by virtue of,this A greem ent. Notw ithstanding the above,the C ontra ctor shall not be relieved of liability to the City fo r dam ages sustained by the C ity by any breach of the Agreem ent by the Co ntractor.The City,at its sole option and discretion,shall be entitled to bring any and all legal/equitable actions that it deem s to be in its best interest in order to enfo rce the City's rights and remedies against C ontractor.The C ity shall be entitled to recover all costs of such actions,including reasonable att orn eys'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 CONTRACTOR OF SUCH TERMINATION;WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30) DAYS FOLLOWING RECEIPT BY THE CONTRACTOR OF SUCH NOTICE. ADDITIONALLY,IN THE EVENT OF A PUBLIC HEAL TH,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 CONTRACTOR,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,CONTRACTOR SHALL BE PAID FOR ANY SERVICES SATISFACTORILY PERFORMED UP TO THE DATE OF TERMINATION;FOLLOWING WHICH THE CITY SHALL BE DISCHARGED 3 D ocusign Envelope ID :53070599-D E8A-4 629-944-C D 7A4E6A 193C Contract No.23-007-03 FROM ANY AND ALL LIABILITIES,DUTIES,AND TERMS ARISING OUT OF,OR BY VIRTUE OF,THIS AGREEMENT. 5.3 TERMINATION FOR INSOLVENCY The C ity also reserv es the right to term inate the Agre ement in the event the Contractor is placed either in voluntary or involuntary bankruptcy or m akes an assignm ent for the benefit of creditors.In such event,the right and obligations fo r the parties shall be the sam e as provided fo r in Sect ion 5.2. SECTION 6 INDEMNIFICATION AND INSURANCE REQUIREMENTS 6.1 INDEMNIFICATION C ontractor agrees to indem nify,defend and hold harmless the C ity of Miam i Beach and its officers,em ployees,agents,and contractors,fro m and against any and all actions (whether at law or in equity),claim s,liabilities,losses,and expenses,including,but not lim ited to,attorn eys' fees and costs,for personal,econom ic or bodily injury ,wro ngful death,loss of or damage to pro perty,w hich m ay arise or be alleged to have arisen fro m the negligent acts,erro rs, om issions or other w rongful conduct of the C ontractor,its offi cers,employees,agents, contractors,or any other person or entity acting under Contractor's contro l or superv ision,in connection w ith,related to,or as a re sult of the Contractor's perform ance of the Services pursuant to this A greem ent.T o that extent,the Contractor shall pay all such claim s and losses and shall pay all such costs and judgm ents w hich m ay issue from any lawsuit arising from such cl aim s and losses,and shall pay all costs and attorn eys'fees expended by the City in the defense of such claim s and losses,including appeals.The Contractor expressly understands and agrees that any insurance pro tection required by this Agreem ent or otherw ise pro vided by the C ontractor shall in no way lim it the Contractor's responsibility to indem nify,keep and save harm less and defend the C ity or its officers,em ployees,agents and instrum entalities as herein provided. The part ies agree that one percent (1 %)of the total com pensation to Contractor fo r perf orm ance of the Serv ices under this A greem ent is the specific consideration from the City to the C ontra ctor fo r the C ontractor's indem nity agreem ent.The pro visions of this Section 6.1 and of this indem nification shall survive term ination or expiration of this Agreement. 6.2 INSURANCE REQUIREMENTS T he C ontractor shall m aintain the below required insurance in effect prior to aw arding the agreem ent and fo r the duration of the agre em ent.The m aintenance of proper insurance coverage is a m aterial elem ent of the agreement and failure to m aintain or renew coverage m ay be tre ated as a m aterial breach of the contract,w hich could result in withholding of payments or termination of the Agreem ent. A.W orker's C om pensation Insurance for all em ployees of the vendor as required by Florida Statute 440,and Em ployer Liability Insurance for bodily injury or disease. S hould the V endor be exem pt fro m this Statute,the Vendor and each em ployee 4 Docusign Envelope ID:53070599-DE8A-4 629-944B-CD7A4E6A193C Contract No.23-007-03 shall hold the C ity harm less from any injury incurred during performance of the C ontract.T he exem pt V endor shall also subm it (i)a written statem ent detailing the num ber of em ployees and that they are not required to carry W orkers' C om pensation insurance and do not anticipate hiring any additional em ployees during the term of this contra ct or (ii)a copy of a Certificate of Exemption. B.C om m ercial General Liability Insurance on an occurrence basis,including product s and com pleted operations,pro perty dam age,bodily injury and personal &advertising injury w ith lim its no less than $1,000,000 per occurrence,and $2,000,000 general aggregate. C .A utom obile Liability Insura nce covering any autom obile,if vendor has no owned autom obiles,then coverage fo r hired and non-ow ned automobiles,with lim it no less than $1,000,000 com bined per accident fo r bodily injury and pro perty dam age. 6.3 Add itio nal Insured --C ity of M iam i Beach m ust be included by endorsem ent as an additional insured w ith respect to all liability policies (except Pro fessional Liability and W orkers' Com pensation)arising out of w ork or operations perform ed on behalf of the Contractor including materials,part s,or equipm ent furn ished in connection w ith such w ork or operations and autom o biles ow ned,leased,hired or borro wed in the fo rm of an endorsem ent to the Contractor's insurance. 6.4 N o tice of C ancellation -Each insurance policy required above shall pro vide that coverage shall not be cancelled,except w ith notice to the City of M iam i Beach c/o EXIG IS Insura nce C om pliance Services. 6.5 W aiver of Su brogation -C ontractor agrees to obtain any endorsem ent that m ay be necessary to aff ect the w aiver of subro gation on the coverages required.However,this pro vision applies regardless of whether the City has received a waiver of subrogation endorse m ent fr om the insure r. 6.6 A cceptab ility of Insurers -Insurance m ust be placed with insurers with a current A.M . Best rating of A or higher.If not rated,exceptions m ay be made for m em bers of the Florida Insurance Funds (i.e .FW C IG A,FAJU A ).Carriers m ay also be considered if they are licensed and authorized to do insurance business in the State of Florida. 6.7 V erifi cation of C o verage -C ontractor shall furn ish the C ity w ith original certificates and am endatory endorsem ents,or copies of the applicable insurance language,effecting coverage require d by this contract.All certificates and endorsem ents are to be received and approved by the C ity befo re w ork com m ences.How ever,fa ilure to obtain the required docum ents prior to the w ork beginning shall not waive the Contractor's obligation to provide them .The City reserves the right to require com plete,certified copies of all required insura nce policies, including endorsem ents,required by these specifications,at any tim e. C E R T IF IC A T E H O L DE R O N A LL C O i M US T R EA D: CIT Y O F M IA M I BE ACH c/o EX IG IS Insurance C om pliance Serv ices P .O .Box 947 M urr ieta,C A 92564 5 D o cusig n E nvelope ID :53070599-D E8A-4 629-944B-C D 7A4E6A 193C Contract No.23-007-03 Kindly subm it all certificates of insurance,endorsements,exemption letters to our servicing agent,EXIGIS,at: Certificates-m iam ibeach@ riskworks.com 6.9 Special Risks or Circumstances -The City of Miami Beach reserves the right to modify these requirem ents,including limits,based on the nature of the risk,prior experience, insurer,coverage,or other special circum stances. Compliance with the foregoing requirem ents shall not relieve the vendor of his 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 Agreem ent shall be enforceable in Miami-Dade County,Florida,and if legal action is necessary by either party with respect to the enforcem ent of any or all of the terms or conditions herein, exclusive venue for the enforcem ent of sam e shall lie in Miami-Dade County,Florida.By entering into this Agreem ent,Contractor 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 Agreem ent,so that its liability fo r any such breach never exceeds the sum of $10,000. Contractor hereby expresses its willingness to enter into this Agreement with Contractor's recovery from the City for any damage action for breach of contract to be limited to a maximum am ount of $10,000. Accordingly,and notw ithstanding any other term or condition of this Agreement,Contractor hereby agrees that the City shall not be liable to the Contractor 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-perform ance of any obligations im posed 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 lim itation placed upon the City's liability,as set forth in Section 768.28,Florida Statutes. 6 Docusign Envelope ID:53070599-DE8A-4 629-944B-CD7A4E6A 193C Contract No.23-007-03 SECTION 9 DUTY OF CARE/COM PLIANCE WITH APPLICABLE LAW S/PA TENT RIGHTS;COPYRIGHT; AND CONFID ENTIAL FINDINGS 9.1 DUTY OF CARE W ith respect to the perform ance of the Services contem plated herein,Contractor shall exercise that degree of skill,care,effi ciency and diligence normally exercised by reasonable persons and/or recognized professionals with respect to the performance of com parable work and/or services. 9.2 CO M PLI ANCE W ITH APPLICABLE LA W S In its perf orm ance of the Serv ices,Contractor shall com ply with all applicable laws,ordinances, and regulations of the C ity,M iam i-D ade C ounty,the State of Florida,and the federal govern m ent,as applicable. 9.3 PATENT RIGHTS;coPyRIGHT;CONFIDENTIAL FINDINGS A ny work product arising out of this Agreem ent,as w ell as all info rm ation specifications, processes,data and findings,are intended to be the property of the C ity and shall not otherw ise be m ade public and/or dissem inated by C ontractor,w ithout the prior written consent of the City M anager,excepting any inform ation,re cords etc.which are re quired to be disclosed pursuant to C ourt Order and/or Florida Public R ecords Law . A ll reports,docum ents,art icles,devices,and/or work pro duced in whole or in part under this A greem ent are intended to be the sole and exclusive property of the City,and shall not be subject to any application fo r copyright or patent by or on behalf of the Contractor or its em ployees or sub-contractors,without the prior written consent of the City M anager. SECTION 10 GENERAL PROVISIONS 10.1 AUDIT AND INSPECTIONS U pon reasonable verbal or written notice to C ontractor,and at any tim e during norm al business hours (i.e.9A M -5P M ,M onday through Fridays,excluding nationally recognized holidays),and as often as the C ity M anager m ay,in his/her reasonable discretion and judgm ent,deem necessary ,there shall be m ade available to the C ity M anager,and/or such repre sentatives as the C ity M anager m ay deem to act on the C ity's behalf,to audit,exam ine, and/or inspect,any and all other docum ents and/or records relating to all matters covered by this A greem ent.C ontractor shall m aintain any and all such records at its place of business at the address set fo rt h in the "Notices"section of this Agreem ent. 7 Docusign Envelope ID:53070599-DE8A-4629-944B-CD7 A4E6A193C Contract No.23-007-03 10.2 INSPECTO R GENERAL AUDIT RIGHTS (A )Pursuant to Section 2-256 of the C ode of the C ity of M iam i Beach,the C ity has established the Offi ce of the Inspector General w hich m ay,on a ra ndom basis,perform review s,audits,inspect ions and investigations on all C ity contract s,throughout the duration of said contra cts.This random audit is separate and distinct from any other audit perf orm ed by or on behalf of the City. (B )The Offi ce of the Inspector G eneral is authorized to investigate C ity affairs and em pow ered to re view past,present and proposed C ity program s,accounts,records, contracts and tra nsactions.In addition,the Inspector G eneral has the pow er to subpoena w itnesses,adm inister oaths,require the production of witnesses and m onitor C ity pro jects and pro gram s.M onitoring of an existing C ity pro ject or program m ay include a report concern ing w hether the project is on tim e,within budget and in confo rm ance w ith the contract docum ents and applicable law .The Inspector G eneral shall have the power to audit,investigate,m onitor,oversee,inspect and review operations,activities,perform ance and pro curem ent process incl uding but not lim ited to pro ject design,bid specifications,(bid/pro posal)subm ittals,activities of the C ontra ctor, its off icers,agents and em ployees,lobbyists,City staff and elected offi cials to ensure com pliance w ith the contract docum ents and to detect fraud and corruption.Pursuant to Section 2-378 of the C ity C ode,the C ity is allocating a percentage of its overall annual contract expenditures to fund the activities and operations of the Office of Inspector General. (C )U pon ten (10 )days w ritten notice to the Contractor,the Contractor shall m ake all requested records and docum ents available to the Inspector G eneral for inspection and copying.The Inspector G eneral is em pow ered to retain the serv ices of independent private sector auditors to audit,investigate,m onitor,oversee,inspect and review opera tions activities,perform ance and pro curem ent pro cess incl uding but not lim ited to pro ject design,bid specifications,(bid/proposal)subm ittals,activities of the C ontractor its off icers,agents and em ployees,lobbyists,C ity staff and elected officials to ensure com pliance with the contract docum ents and to detect fraud and corruption. (D )T he Inspector Genera l shall have the right to inspect and copy all docum ents and records in the C ontractor's possession,custody or contro l which in the Inspector G enera l's sole judgm ent,pertain to perform ance of the contract.including,but not lim ited to original estim ate files,change order estim ate files,w orksheets,pro posals and agreem ents fro m and with successful subcontractors and suppliers,all pro ject-related correspondence,m em oranda,instructions,financial docum ents,construct ion docum ents,(bid/pro posal)and contra ct docum ents,back-change docum ents,all docum ents and records w hich involve cash,trade or volum e discounts,insurance pro ceeds,rebates,or dividends received,payro ll and personnel records and supporting docum entation fo r the afo re said docum ents and records. 8 Oocusign Envelope ID:53070599-DE8A-4629-944B-CD7A4E6A 193C Contract No.23 007 03 (E )The C ontra ctor shall m ake available at its off ice at all reasonable tim es the records, m aterials,and other evidence regarding the acquisition (bid pre paration)and perf orm ance of this A greem ent,for exam ination,audit,or reproductio n,until three (3) years after final paym ent under this Agreem ent or fo r any longer period required by statute or by other clauses of this A greem ent.In addition: i.If this A greem ent is com pletely or partially term inated,the C ontractor shall make available records re lating to the w ork term inated until three (3)years after any re sulting final term ination settlem ent;and ii.The C ontract or shall m ake available records relating to appeals or to litigation or the settlem ent of cl aim s arising under or relating to this Agreem ent until such appeals,litigation,or claim s are finally re solved. (F )The provisions in this sect ion shall apply to the C ontract or,its off icers,agents, em p loyees,subcontra ctors and suppliers.The C ontractor shall incorporate the pro visions in this section in all subcontracts and all other agreem ents executed by the C o ntractor in connection w ith the perform ance of this Agreem ent. (G )N othing in this section shall im pair any independent right to the C ity to conduct audits or investigative activities.The provisions of this section are neither intended nor shall they be construed to im pose any liability on the C ity by the C ontractor or third part ies. 10.3 ASSIGNMENT,TRANSFER QR SUBCQNSUL TING C o ntract or shall not subcontra ct,assign,or transfer all or any portion of any work and/or service unde r this A greem ent w ithout the prior w ritt en consent of the C ity M anager,which conse nt,if given at all,shall be in the Manager's sole judgm ent and discretio n.Neither this A gree m e nt,nor any term or provision hereof,or right hereunder,shall be assignable unless as appro ved pursuant to this section,and any attem pt to m ake such assignm ent (unless appro ved)shall be void. 10.4 PUBLIC ENTITY CRIMES Prior to com m e ncem e nt of the Serv ices,the C ontra ctor shall file a State of Flo rida Form PU R 7068 ,S w orn Statem ent unde r Section 287.13 3(3)(a)Florida Statute on Public Entity C rim es w ith the C ity's P ro curem e nt D ivision. 10.5 NO DISCRIMINATION In connectio n w ith the perf orm ance of the Serv ices,the C ontra ctor shall not exclude from part icipa tio n in ,de ny the benefits of,or subject to discrim ination anyone on the grounds of ra ce,colo r,nationa l origin,sex,age ,disability,religion,incom e or fa m ily status. A dditio na lly,C o ntractor shall com ply fully w ith the C ity of M iam i Beach H um an R ights O rdina nce ,codified in C hapter 62 of the C ity C ode,as m ay be am ended fro m tim e to tim e, pro hib iting discrim ination in em ploym ent,housing,public accom m odations,and public se rvice s on account of actual or perceived race,color,national origin,religion,sex, inters exuality,gender ide ntity,sexual orientation,m arital and fam ilial status,age,disability, 9 D o cusig n E nvelop e ID :53070599-D E 8A -4 629-944B -C D 7A4E6A 193C Contract No.23-007-03 ancestry ,height,w eight,dom estic partner status,labor organization m em bership,fam ilial situation,or political affiliation. 10.6 CONFLICT OF INTEREST C ontractor herein agrees to adhere to and be govern ed by all applicable M iam i-D ade C ounty C onflict of Interest O rdinances and Ethics provisions,as set fo rth in the M iam i-D ade County C ode,as m ay be am e nded fro m tim e to tim e ;and by the C ity of M iam i Beach C harter and C ode ,as m ay be am e nded from tim e to tim e;both of w hich are incorporated by reference as if fully set fo rth herein. C ontra ctor covenants that it presently has no interest and shall not acquire any interest, directly or indirectly,w hich could conflict in any m anner or degree with the perform ance of the S erv ices.C ontractor furt her covenants that in the perf orm ance of this Agreem ent,C ontractor shall not em ploy any pe rson having any such interest.No m em ber of or delegate to the C ongress of the U nited States shall be adm itt ed to any share or part of this Agreem ent or to any benefit s arising the refr om . 10.7 CONTRACTOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW (A )C ontractor sha ll com ply w ith Florida Public R ecords law under C hapter 119 ,Florida Statutes,as m ay be am ended from tim e to tim e. (B )The term "public records"shall have the m eaning set forth in Section 119 .011(12 ),w hich m eans all docum e nts,papers,letters,m aps,books,tapes,photographs,fil m s,sound recordings,data processing softw are,or other m aterial,regardless of the physical fo rm , characteristics,or m eans of transm ission,m ade or received pursuant to law or ordina nce or in connection w ith the transaction of offi cial business of the C ity. (C )P ursuant to S ection 119 .0701 of the Florida Statutes,if the C ontractor m eets the definition of "C o ntractor"as defined in Sect ion 119 .0701(1)(a),the C ontractor shall: (1)Keep and m aintain public records required by the C ity to perf orm the service; (2)U pon request fr om the C ity's custodian of public records,provide the C ity w ith a copy of the re quested records or allow the records to be inspected or copied w ithin a reasonable tim e at a cost that does not exceed the cost pro vided in C hapter 119 ,Florida Statutes or as otherw ise provided by law ; (3)Ensure that public records that are exem pt or confidential and exem pt fro m public records disclosure requirem e nts are not disclosed,except as authorized by law ,for the duration of tile contract term and fo llow ing com pletion of the A greem e nt if the C ontractor does not transfer the records to the C ity; (4)U pon com pletio n of the A greem ent,transfer,at no cost to the C ity,all public records in possession of the C ontractor or keep and m aintain public records required by the C ity to perf orm the service.If the C ontractor transfers all public records to the C ity upon com pletion of the Agreem ent,the C ontractor shall de stro y any duplicate public records that are exem pt or confidential and exem pt from public records disclosure requirem ents.If the C ontractor keeps and m a intains public re cords upon com pletion of the Agre em ent,the C ontractor shall m eet all ap plicable requirem ents for retaining public records.A ll records stored electro nically m ust be pro vided to the C ity,upon request from the C ity's custodian of public records,in a form at that is com patible w ith the info rm ation 10 D o cusig n Envelope ID :53070599-D E8A-4 629-944B-C D 7A4E6A 193C Contract No.23-007-03 technology system s of the C ity. (D )R EQ U E S T FO R R E C O R D S ;N O NCO M P LI AN C E . (1)A request to inspect or copy public records relating to the City's contract fo r serv ices m ust be m ade directly to the C ity.If the C ity does not possess the requested records,the C ity shall im m ediately notify the Contractor of the request. and the C ontractor m ust provide the records to the C ity or allow the records to be inspected or copied w ithin a reasonable tim e. (2)C ontra ctor's failure to com ply w ith the City's request fo r records shall constitute a bre ach of this Agreem ent,and the City,at its sole discretion,m ay:(1)unilaterally term inate the Agre em ent;(2)avail itself of the rem edies set fo rth under the A greem ent;and/or (3)avail itself of any available rem edies at law or in equity. (3)A C ontra ctor w ho fails to pro vide the public records to the C ity within a reasonablo tim o m ay be subject to penalties under s.119.10. (E )C IV IL A C T IO N. {1)If a civil action is filed against a Contractor to com pel pro duction of public records relating to the C ity's contract for services,the court shall assess and aw ard against the C ontractor the reasonable costs of enfo rcem ent.including reasonable attorn eys'fees,if: a.The court determ ines that the Contractor unlawf ully refused to com ply with the public records request within a reasonable tim e;and b.At least 8 business days befo re fil ing the action,the plaintiff pro vided written notice of the public records request,incl uding a statem ent that the C ontractor has not com plied with the request,to the C ity and to the C ontractor. (2)A notice com plies w ith subparagraph (1)(b)if it is sent to the C ity's custodian of public records and to the Contractor at the C ontractor's address listed on its contra ct w ith the C ity or to the Contra ctor's re gistered agent.Such notices m ust be sent by com m on carrier delivery serv ice or by registered,Global Express Guara nteed,or cert ified m ail,with postage or shipping paid by the sender and with evidence of delivery,which m ay be in an electronic form at. (3)A C ontra ctor w ho com plies w ith a public records request within 8 business days aft er the notice is sent is not liable for the reasonable costs of enfo rcem ent. (F )IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA STATUTES,TO THE CONTRACTOR'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:RAFAEL GRANADO@MIAMIBEACHFL.GQy PHONE:305-673-7411 11 Docusign Envelope ID:53070599-DE8A-4 629-944B-CD7A4E6A 193C Contract No.23-007-03 10.8 FORCE MAJEURE (A )A "F orce M ajeure"event is an event that (i}in fa ct causes a delay in the perf orm ance of the C ontra ctor or the C ity's obligations under the A greem ent,and (ii)is beyond the reasonable contro l of such part y unable to perform the obligation,and (iii)is not due to an intentional act,erro r,om ission,or negligence of such party ,and (iv)could not have reasonably been fo reseen and prepared fo r by such party at any tim e prior to the occurrence of the event.Subject to the fo regoing criteria,Force M ajeure m ay include events such as w ar,ci vil insurrection,riot,fires,epidem ics,pandem ics,terro rism , sabotage ,explosions,em bargo restrictions,quara ntine restrictions,transportation acci dents,strikes,strong hurricanes or torn adoes,earthquakes,or other acts of God w hich prevent perform ance.Force M ajeure shall not include technological im possibility, inclem e nt w eather,or failure to secure any of the require d perm its pursuant to the A gre em e nt. (B )If the C ity or Contract or's perf orm ance of its contractual obligations is prevented or delayed by an event believed by to be Force M ajeure,such party shall im m ediately, upo n learn ing of the occurrence of the event or of the com m encem ent of any such delay, but in any case w ithin fif teen (15 )business days the reof,provide notice:(i)of the occurrence of event of Force M ajeure,(ii)of the nature of the event and the cause the reof,(iii)of the anticipated im pact on the A greem ent,(iv)of the anticipated period of the de lay,and (v)of w hat course of action such party plans to take in order to m itigate the detrim ental effects of the event.The tim ely delivery of the notice of the occurr ence of a Force M ajeure event is a condition precedent to allow ance of any re lief pursuant to this sectio n;how ever,receipt of such notice shall not constitute acceptance that the event cla im e d to be a Force Majeure event is in fact Force Majeure,and the burden of pro of of the occurrence of a Force M ajeure event shall be on the requesting party. (C )N o part y hereto shall be liable for its failure to carry out its obligations under the A gre em e nt during a period w hen such party is rende red unable,in w hole or in part,by Force M ajeure to carry out such obligations.The suspension of any of the obligations und e r this A greem e nt due to a Force Majeure event shall be of no greater scope and no lo ng e r duration than is required .The party shall use its re asonable best efforts to continue to perform its obligations hereunder to the extent such obligations are not aff ected or are only partially affected by the Force M ajeure event,and to correct or cure the event or condition excusing perf orm ance and otherw ise to rem edy its inability to perf orm to the extent its inability to perf orm is the direct result of the Force M ajeure eve nt w ith all reasonable dispatch. (D }O bligations pursuant to the A gre em ent that aro se befo re the occurrence of a Force M aje ure event,causing the suspension of perform ance,shall not be excused as a result of such occurrence unless such occurrence m akes such perform ance not reasonably possible .T he obligation to pay m oney in a tim ely m anner for obligations and liabilities w hich m atured prior to the occurrence of a Force M ajeure event shall not be subject to the Force M ajeure provisions. (E )N otw ithstanding any other provision to the contrary herein,in the event of a Force M aje ure occurrence,the C ity m a y,at the sole discre tion of the C ity Manager,suspend the C ity's paym ent obligations under the A greem ent,and m ay take such action without 12 Docusign Envelope ID:53070599-DE8A-4 629-944B-CD7A4 E6A193C Contract No.23-007-03 regard to the notice re quirem ents herein.A dditionally,in the event that an event of Force M ajeure de lays a party's perf orm ance under the A greem ent fo r a tim e period greater than thirty (30)days,the C ity m ay,at the sole discretion of the C ity Manager, term inate the A greem ent on a given date,by giving w ritten notice to C ontractor of such term ination.If the A greem ent is term inated pursuant to this sect ion,C ontractor shall be paid fo r any S erv ices satisfactorily perf orm ed up to the date of term ination;fo llowing w hich the C ity shall be discharged fro m any and all liabilities,duties,and term s arising out of,or by virt ue of,this A greem e nt.In no event will any condition of Force Majeure extend this A gree m ent beyond its stated term . 10.9 E-VERIFY (A )C ontractor shall com ply w ith Section 448.095,Florida Statutes,"Em ploym ent Eligibility" ("E -V erify Statute"),as m ay be am ended fro m tim e to tim e.P ursuant to the E-Verify Statute,com m e ncing on January 1,2021,C ontractor shall register w ith and use the E- V erify system to verify the w ork autho rization status of all new ly hired em ployees during the Term of the A greem ent.A dditionally,C ontractor shall expressly require any sub- contra ctor perf orm ing w ork or providing services pursuant to the A greem ent to likewise utilize the U .S .D epartm ent of H om eland Security's E-V erify system to verify the em ploym ent eligibility of all new em ployees hired by the sub-contractor during the contract T erm .If C ontra ctor enters into a contract with an appro ved sub-contra ctor,the sub-contractor m ust provide the C ontractor with an affi davit stating that the sub- contra ctor does not em ploy,contract w ith,or subcontract w ith an unauthorized alien. C ontractor shall m aintain a copy of such affidavit for the duration of the Agreem ent or such other extended period as m ay be required under this Agreem ent. (B )TE R M IN A T IO N R IG H T S . (1)If the C ity has a good faith belief that C ontractor has know ingly violated Section 448.0 9(1),Florida Statutes,the C ity shall term inate this Agreem ent w ith C ontractor for cause,and the C ity shall thereaft er have or ow e no further obligatio n or liability to C ontractor. (2)If the C ity has a good faith belief that a sub-contra ctor has know ingly violated the fo rego ing S ubsection 10 .9(A ),but the C ontract or otherw ise com plied with such subsection,the C ity w ill prom ptly notify the C ontractor and order the C ontractor to im m e diately term inate the A greem ent w ith the sub-contractor.C ontractor's failure to term inate a sub-contractor shall be an event of default under this A greem e nt,entitling C ity to term inate the C ontractor's contract for cause. (3 )A contract term inated under the fo regoing Subsection (B )(1)or (8 )(2)is not in breach of contract and m ay not be considered as such. (4)The C ity or C ontra ct or or a sub-contractor m ay fil e an action with the C ircuit or C ounty C ourt to challenge a term ination under the fo regoing Subsection (8 )(1)or (8 )(2)no later than 20 calendar days aft er the date on w hich the contract w as term inated. (5)If the C ity term inates the A greem ent with C ontractor under the foregoing Subsectio n (8 )(1 ),C ontractor m ay not be aw arded a public contract fo r at least 1 year after the date of term inatio n of this Agreem ent. (6 )C ontractor is liable for any additional costs incurred by the C ity as a result of the term inatio n of this A greem ent under this Sect ion 10 .9 . 13 Docusign Envelope ID:53070599-DE8A-4629-944-CD7A4E6A193C Contract No.23-007-03 10.10 CONTRACTOR'S COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS Contractor agrees to comply with Section 787.06,Florida Statutes,as may be amended from time to time,and has executed the Certification of Compliance with Anti-Human Trafficking Law s,as requ ired by Section 787.06(13),Florida Statutes,a copy of which is attached hereto as Exhibit "C". SECTIO N 11 NO TICES U ntil changed by notice,in w riting,all such notices and com m unications shall be addressed as follow s: TO CO NTRACTO R: TO CITY: R edline Iguana R em o val,LLCG A tt n:B la ke W ilkins 2840 S tirling R oad,S uite D Ho llyw ood,F L 33020 P h:954 -394-6548 Em ail:redline iguana@ gm ail.com Facilitie s &F leet M anagem e nt D epart m ent A tt n:E lizabeth M iro 19 33 B ay R d.28 Floor M iam i Beach,F L 3313 9 P h:305-673-7000 ext.22925 E m ail:elizabethm iro@ m iam ibeachfl.gov A ll notices m a iled elect ronically to either part y shall be deem ed to be suffi ciently transm itted . SECTIO N 12 MISCELLANEO US PRO VISIO NS 12.1 CHA NG ES AND ADDITIO NS This A greem e nt canno t be m odified or am e nde d w itho ut the express w ritten consent of the part ies.N o m odificatio n,am e ndm e nt,or alteration of the term s or conditions contained he rein sha ll be eff ective unle ss contained in a w ritt en docum ent executed w ith the sam e form ality and of equal dignity he rew ith. 12.2 SEVERABILI TY If any term or pro visio n of this A greem e nt is held invalid or unenfo rceable,the rem a inde r of this A greem e nt shall not be aff ected and every other term and pro vision of this A greem e nt sha ll be valid and be enfo rced to the fullest extent pe rm itt ed by law . 14 Docusign Envelope ID:53070599-DE8A-4 629-944B-CD7A4E6A193C Contract No.23-007-03 12.3 WAIVER OF BREACH A party's failure to enfo rce any pro vision of this Agreem ent shall not be deem ed a waiver of such pro vision or m odification of this Agreem ent.A party's waiver of any breach of a pro vision of this A greem ent shall not be deem ed a waiver of any subsequent breach and shall not be construed to be a m odification of the term s of this Agreem ent. 12.4 JOINT PREPARATION The part ies hereto acknow ledge that they have sought and received whatever com petent advice and counsel as w as necessary for them to fo rm a full and com plete understanding of all rights and obligations herein and that the preparation of this Agreem ent has been a joint effort of the parties,the language has been agreed lo by parlies lo express their m utual intent and the resulting docum ent shall not,solely as a m atter of judicial construct ion,be construed m ore severely against one of the part ies than the other. 12.5 ENTIRETY OF AGREEMENT The C ity and C ontractor agree that this is the entire agreem ent between the parties.This A greem ent supersedes all prior negotiations,correspondence,conversations,agreem ents or understandings applicable to the m atters contained herein,and there are no com m itm ents, agreem ents or understandings concern ing the subject m atter of this A greem ent that are not contained in this docum ent.Title and paragraph headings are fo r convenient refe rence and are not intended to confer any rights or obligations upon the parties to this Agreem ent. [REM A IND ER O F T H IS PA G E LE FT INTEN TIO N ALLY BLAN K] 15 Docusign Envelope ID:53070599-DE8A-4629-944B-CD7 A4E6A193C Contract No.23-007-03 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by their appropriate officials,as of the date first entered above. FOR CITY. ATTEST: D ocuS igned by: By: Date.12/24/2024 I 9:18 EST FOR CONTRACTOR: REDLINE IGUANA REMOVAL,LL.C Print Namo and Title 16 CITY OF MIAMI BEACH,FLORIDA APPROVED AS TO FORM &LANGUAGE &FOR EXECUTION /tu @@L by e)City Attorney p4 Dato Docusign Envelope ID:53070599-DE8A-4629-944B-CD7A4E6A 193C Contract No.23-007-03 EXHIBIT A SCOPE OF SERVICES The Contractor shall perform the services outlined in the Request for Proposals (RFP)and further detailed in Exhibit "A"attached hereto. 1.Traditional iguana remediation services include trapping,humane euthanasia,and disposal. Contractor shall proactively suppress iguana populations using humane and environmentally safe techniques to drastically reduce or eliminate the City's iguana population. Guidelines of the Florida Fish and Wildlife Conservation Commission shall be closely followed regarding all population control methods used.It shall be the Contractor's sole responsibility to remain up-to-date w ith any cha n ge s in re gula tions tha t w ould affect services und er this Contract,in cl u sive of licensing or perm itt ing req uire m en ts. They C ity w ill co n sid er the use of co n tro l too ls in accorda nce w ith the F lorid a F ish and W ild life Con se rvation C om m ission g u id e line s. 2.Contractor sh a ll pro vid e all necessa ry pe rso nnel,eq uip m e nt,labo r,and m a te rials fo r the ope ratio n of serv ice s,w hich m a y incl u de a w ater vessel to trave rse the City's w aterw ays. 3.Co ntracto r's em plo ye e s sha ll w ear clo th in g tha t cl ea rly identifie s the e m plo ye e as an em p loyee of C o ntractor and sha ll also ha ve co m p a ny id entification in their po sse ssio n at all tim es. 4 .C o n tracto r sh a ll be re sp o nsible for creatin g a safe enviro nm ent fo r the ir em plo yees,C ity em ployee s, re side nts,and visito rs w hile pe rf orm ing se rvice s.Pro pe r safety signs or cones shall be used as necessary.The C on tracto r sh all pro vid e fo r a cle an and safe enviro nm ent during all w ork.W he never the C on tractor le a ve s a lo ca tion ,tha t lo catio n shall be clea n ,sa fe ,and free of any tools an d other m aterials rela te d to the w o rk.A t its ow n cost,the Contracto r sh all pro pe rly dispose of deb ris and any other fo reig n m a te rial cre ated thro ugh the w ork pro ce ss. 5.The C o ntracto r w ill only ha ve access to the w ork lo cation(s)du rin g re g ula r City w orking ho urs. A cce ss to w ork loca tion (s)aft er hours w ill require prior appro val of City staff. 7.T he Contra ctor sh a ll pro vid e a tele p ho ne num b er and em ail fo r em ergency re sp onse services.W hen em erg ency/additional service s (a s applica b le)are re q u ired ,the C ontracto r sha ll respo nd to the w ork site w ith in tw o {2 }ho urs. 6 .The C o ntracto r sh all ha ve signa g e po sted to info rm resid ents that iguana re m ed iatio n is occurrin g. S ig nage sha ll be sub m itte d to the C ity M a nag e r or designee fo r ap pro va l prior to the com m encem ent of the serv ice s. 8.R e po rt ing R equ ire m e nts.The C o ntra cto r shall su bm it an activity re port at th e en d of the se rv ice period w ith ea ch ap plicab le in voice ,inclu d ing ph oto s of the de ce ase d igua na s.The City re se rv e s the right to re q u e st additional photo s of the de ce a sed ig uan a s at a ny tim e during the service pe rio d. 9.G P S data sh all be fo rw a rde d as a PD F file ,tim e-sta m p e d photo s or geo -ta g g ed pho tos to a llow City m a n a ge m ent to ve rify pa yro ll expenditure . [CO NTINUED ON NEXT PAG E] 17 Docusign Envelope ID:53070599-DE8A-4629-944B-CD7A4E6A 193C 10.Service Locations. LOCATIONS F airway Park Crespi Park Stillwater Park North Shore Open Park Allison Park Brittany Bay Park Scott Rakow Pool Scott Rakow Site Muss Park Chase Parking Lot Alison Island Poinciana Park Pine Tree Park Sun set Islands ou th Pointe Park Palm/Hibiscus Island Park Buoy Park 2100 Meridian Flamingo Park/Pool 21st and Beach walk Venetian Cswy Dade Blvd Canal Biscayne Waterways Indian Creek Canal Lummus Park Parkview Park Tatum Park Belle Isle M SD Park Normandy Shores Golf La Gorce Park Fire Station 2 Public Works Yard Bass Museum Collins Park Julia Tuttle Victory Garden Miami Beach Golf Holocaust Memorial Nikki Beach 18 Contract No.23-007-03 Docusign Envelope ID:53070599-DE8A-4 629-944B-CD7A4E6A193C Contract No.23-007-03 EXHIBIT B CONTRACT RATES The Contractor shall be compensated on an as-needed basis for short-term engagements at the following rates: •Hourly Rate:$60 per hour for services provided for up to three (3)consecutive days within a week. •Weekly Rate:$1,200 per week for services provided for up to three (3)consecutive weeks in a month. Compensation for short-term engagements shall not exceed three (3)consecutive weeks. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 19 Docusign Envelope ID:53070599-DE8A-4629-944B-CD7A4E6A193C Contract No.23-007-03 Certification of Compliance with Anti-Human Trafficking Laws In accordance with Section 787.06 (13),Florida Statutes,the undersigned,on behalf of the entity named below ("Entity"),hereby attests under penalty of perjury that the Entity does not use coercion for labor or services as defined in Section 787.06,Florida Statutes,entitled "Hum an Traffick ing". I understand that I am sw earing or affirming under oath to the truthfulness of the claim s made in this affidavit and that the punishm ent for knowingly making a false statement includes fines and/or imprisonment. The undersigned is authorized to execute this affidavit on behalf of Entity. @were or signa ture) {le lIh (Print Name) (C mpany Name) 7osllu an SA.fO (Address)\M\lqos,f 5oz State of County of The foregoing instrument was acknowledged before me by means of ton/steal presence or onine notarization,+a/Vo p/6, \/hi±tral±;z/a flh6hp no»o roe we erso....-- described herein,or who produced -------as identification,and who did/did not take an oath . .--NO : -(Sl (Print Name) My com m isSlO }ill!lhihiilieeee.-e--ee-ee-et .giij.,EKG,$pd "?MY coIssroN #HH 179 1as j,{gs;EXPIRE:s:October 23,20253igodednuNotaryPubicUnderwriters 20 Docusign Envelope ID:53070599-DE8A-4 629-944B-CD7A4E6A193C Docusign Envelope I :D362B080-9B C-4 0DD-9CF5-F0DTF24ECB46 Contract No.23.007-.04 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND IGUANABUSTERS.COM LLC FOR IGUANA REMEDIATION SERVICES PURSUANT TO RF0Q-2023-007-WG 12/24/2024 I 9:18 ESTThisProfessionalServicesAgreement("Agreement")is entered into this ("Effective Date"),between the CITY OF MIAMI BEACH,FLORIDA,a municipal corporation organized and existing under the laws of the State of Florida,having its principal offices at 1700 Convention Center Drive,Miami Beach,Florida,33139 (the "City'),and IGUANABUSTERS.COM LLC a Florida Limited Liability Company,whose address is 500 S. Australian Avenue,West Palm Beach,Florida 33401("Contractor"). SECTION 1 DEFINITIONS Agreement: City Manager: City Manager's Designee: Contractor: Services: Fee: This Agreement between the City and Contractor,including any exhibits and amendments thereto. The chief administrative officer of the City. 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 Facilities and Fleet Management Department Director. For the purposes of this Agreement.Contractor shall be deemed to be an Independent contractor,and not an agent or employee of the City. All services,work and actions by the Contractor performed or undertaken pursuant to the Agreement. Amount paid to the Contractor as compensation for Services. Proposal Documents:Proposal Documents shall mean City of Miami Beach RFQ No.2023-007 for Iguana Remediation Services,together with all amendments thereto, issued by the City in contemplation of this Agreement RFQ and the Contractor's proposal in response thereto ("Proposal"),all of which are hereby incorporated and made a part hereof;provided,however,that in the event of an express conflict between the Proposal Documents and this Agreement,the following order of precedent shall prevail:this Agreement;the RFQ and the Proposal. Docusign Envelope ID:53070599-DE8A-4 629-944B-CD7 A4 E6A 193C Docusign Envelope ID:D362B080-90BC-4000-9CF5-F007F24ECB4 6 R isk M anager: Contract No.23-007-04 T he Risk M anager of the C ity,w ith offi ces at 1700 C onvention C enter D rive,Third Floor,M iam i Beach,Florida 3313 9;telephone num ber (305) 673-7000,Ext.26724;and fax num ber (305)673-7529. SECTION 2 SCOPE OF SERVICES 2.1 POOL OF PREQUALIFIED CONTRACTORS.A s part of the prequalification pool,the contractor shall pro vide its serv ices on an as-needed basis.In considera tion of the Fee to be paid to C ontractor by the C ity,C ontractor shall pro vide the work and serv ices described in Exhibit "A"hereto (the "S erv ices"). 2.2 C ontractor's Se rv ices and any de livera bles incident thereto shall be com pleted in accordance w ith the tim eline and/or schedule in Exhibit "A"hereto. N otw ithstanding th e forego ing,all Serv ices pro vided by the C ontractor shall be perform ed in accordance w ith the term s and conditions set forth in Exhibit "A"and to the reasonable satisfaction of the C ity's C ontra ct C om pliance A dm inistrator.If there are any questions regarding the S erv ices to be perform ed,C ontractor should contact the follow ing person: Santiago Sellan,Facilities &Fleet Management Department,at santiagosellan@miamibeachf.gov,or 305-673-7000 ext.22124 or Giacomo Natteri,Facilities &Fleet Management Department,at giacomnonatteri@mniamibeachfi_gov,or 305-673-7000 ext.22970 SECTION 3 TERM T he term of this A gree m e nt ("T erm ")shall com m ence upon execution of this A greem ent by all parties hereto (the Eff ective Date set fort h on p.1 hereof),and shall have an initial term of three (3)years,w ith two additional one (1)year renew al options,to be exercised at the C ity M anager's sole optio n and discretion,by pro viding C ontractor w ith written notice of sam e no le ss than thirty (30)days prior to the expiration of the initial term . N otw ithstanding the Term provided herein,C ontractor shall adhere to any speci fic tim elines, schedules,dates,and/or perform ance m ilestones for com pletion and delivery of the Services, as sam e is/are set fo rt h in the tim eline and/or schedule referenced in Exhibit "A"here to. SECTION 4 FEE FOR POOL OF PREQUALIFIED CONTRACTORS 4.1 In considera tion of the Services to be provided on as-needed basis C ontractor shall be co m pensated in accorda nce w ith Exhibit "B"hereto. 2 Docusign Envelope ID:53070599-DE8A-4629-944B8-CD7A4E6A193C Docuslgn Envelope ID:D362B080-9DBC-40DD-9CF5-F0D7F24ECB46 Contract No.23-007-04 4.2 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: Accounts Payable:Payables@miamibeachfl.gov SECTION 5 TERMINATION 5.1 TERMINATION FOR CAUSE If the Contractor 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 Contractor of its violation of the particular term(s)of this Agreement,and shall grant Contractor 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 Contractor.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 Contractor shall not be relieved of liability to the City for damages sustained by the City by any breach of the Agreement by the Contractor.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 Contractor.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 CONTRACTOR OF SUCH TERMINATION;WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30) DAYS FOLLOWING RECEIPT BY THE CONTRACTOR OF SUCH NOTICE. ADDITIONALLY,IN THE EVENT OF A PUBLIC HEAL TH,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 CONTRACTOR 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,CONTRACTOR SHALL BE PAID FOR ANY SERVICES SATISFACTORILY PERFORMED UP TO THE DATE OF TERMINATION;FOLLOWING WHICH THE CITY SHALL BE DISCHARGED 3 D ocusig n Envelope ID :53070599-D E8A-4629-944B-C D 7AA4E6A 193C D ocusign Envelope ID :D 3620 80-9 BC -4 D D -9C F 5-FO TE24EC B46 Contract No.23-007-04 FRO M ANY AND ALL LIABILITIES,DUTIES,AND TERMS ARISING OUT OF,OR BY VIRTUE OF,THIS AGREEMENT. 5.3 TERM INATIO N FOR INSOLVENCY T he C ity also reserv es the right to term inate the A greem ent in the event the C ontractor is placed eithe r in voluntary or Involuntary bankruptcy or m akes an assignm ent fo r the benefit of creditors.In such event,the right and obligations for the parties shall be the sam e as provided for in Section 5.2. SECTION 6 INDEM NIFICATION AND INSURA NCE REQUIREMENTS 6.1 INDEM NIFICATIO N C ontractor agrees to indem nify,defend and hold harm less the C ity of M iam i Beach and its officers,em ployees,agents,and contractors,from and against any and all actions (whether at law or in equity),claim s,liabilities,losses,and expenses,including,but not lim ited to,attorn eys' fees and costs,fo r personal,econom ic or bodily injury ,wro ngful death,loss of or dam age to pro pert y,w hich may arise or be alleged to have arisen from the negligent acts,errors, om issions or other w rongful conduct of the Contractor,its officers,em ployees,agents, contractors ,or any other person or entity acting under C ontractor's control or superv ision,in connection w ith,related to,or as a result of the C ontractor's perform ance of the Serv ices pursuant to this A greem ent.T o that extent,the Contractor shall pay all such claim s and losses and shall pay all such costs and judgm ents w hich m ay issue fro m any law suit arising from such claim s and losses,and shall pay all costs and attorn eys'fees expended by the C ity in the de fense of such claim s and losses,including appeals.The Contractor expressly understands and ag rees that any insurance protect ion required by this A greem ent or otherw ise pro vided by the C ontractor shall In no way lim it the C ontractor's responsibility to indem nify ,keep and save harm less and defend the C ity or its offi cers,em ployees,agents and instrum entalities as herein pro vided. The part ies agree that one percent (1%)of the total com pensation to Contractor for perfo rm ance of the Serv ices under this Agreem ent is the specific consideration from the City to the C ontractor fo r the C ontractor's indem nity agreem ent.The pro visions of this Section 6.1 and of this indem nification shall survive term ination or expiration of this Agreem ent. 6.2 INSURA NCE REQ UIREMENTS 6.2 T he C ontractor shall m aintain the below required insurance in effect prior to aw arding the agreem ent and fo r the duration of the agreem ent.The m aintenance of proper insurance coverage is a m aterial elem ent of the agreem ent and failure to m aintain or renew coverage m ay be treated as a m aterial breach of the contract,w hich could result in withholding of paym ents or term ination of the A greem ent. A .W orker's C om pensation Insurance for all em ployees of the vendor as required by F lorida Statute 440,and Em ployer Liability Insurance for bodily injury or disease. S hould the Vendor be exem pt from this Statute,the V endor and each em ployee 4 Docusign Envelope ID:53070599-DE8A-4 629-944B-CD7A4E6A193C Docusign Envelope ID:D3628080-9OBC-4 0OO-9CF5-F0D7F24ECB46 Contract No.23-007-04 shall hold the City harmless from any injury incurred during performance of the Contract.The exempt Vendor shall also submit (i)a written statement detailing the number of employees and that they are not required to carry Workers' Compensation insurance and do not anticipate hiring any additional employees during the term of this contract or (ii)a copy of a Certificate of Exemption. B.Commercial General Liability Insurance on an occurrence basis,including products and completed operations,property damage,bodily injury and personal &advertising injury with limits no less than $1,000,000 per occurrence,and $2,000,000 general aggregate. C.Automobile Liability Insurance covering any automobile,if vendor has no owned automobiles,then coverage for hired and non-owned automobiles,with limit no less than $1,000,000 combined per accident for bodily injury and property damage. 6.3 Additional Insured -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 Contractor 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 Contractor's insurance. 6.4 Notice of Cancellation --Each insurance policy required above shall provide that coverage shall not be cancelled,except with notice to the City of Miami Beach c/o EXIGIS Insurance Compliance Services. 6.5 Waiver of Subrogation -Contractor 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. 6.6 Acceptability of Insurers -Insurance must be placed with insurers with a current AM. Best rating of A 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 if they are licensed and authorized to do insurance business in the State of Florida. 6.7 Verification of Coverage -Contractor shall furnish the City with original certificates and amendatory endorsements,or copies of the applicable insurance language,effecting coverage required by this contract.All certificates and endorsements are to be received and approved by the City before work commences.However,failure to obtain the required documents prior to the work beginning shall not waive the Contractor'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 Murrieta,CA 92564 5 Docusign Envelope ID:53070599-DEBA-4629-944B-CD7 A4E6A 193C Oocusign Envelope ID:O362B080-9DBC-40OD-9CF5-F0D7F24ECB46 Contract No.23-007-04 Kindly submit all certificates of insurance,endorsements,exemption letters to our servicing agent,EXIGIS,at: Certificates-miamibeach@riskworks_com 6.9 Special Risks or Circumstances -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 the vendor of his 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,Contractor 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. Contractor hereby expresses its willingness to enter into this Agreement with Contractor's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of $10,000. Accordingly,and notwithstanding any other term or condition of this Agreement,Contractor hereby agrees that the City shall not be liable to the Contractor 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. 6 Docusign Envelope ID:53070599-DE8A-4 629-944B-CD7A4E6A193C o cusign Envelope I:3 62B080-9B C-4O D-9CF5-F0D7F24ECB46 Contract No.23-007-04 SECTIO N 9 DUTY O F CARE/CO M PLI ANCE WITH_A PPLICABLE LA S/PATENT RIGHTS;COPYRIGHT; AND CO NFIDENTIAL FINDING S 9.1 DUTY O F CARE With respect to the performance of the Services contemplated herein,Contractor shall exercise that degree of skill,care,efficiency and diligence normally exercised by reasonable persons and/or recognized professionals with respect to the performance of comparable work and/or services. 9.2 CO M PLI ANCE WITH APPLI CABLE LAWS In its performance of the Services,Contractor shall comply with all applicable laws,ordinances, and regulations of the City,Miami-Dade County,the State of Florida,and the federal government,as applicable. 9.3 PATENT RIG Hrs;coPyRIG HT;CO NFIDENTIAL 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 Contractor,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 Contractor or its employees or sub-contractors,without the prior written consent of the City Manager. SECTIO N 10 G ENERA L PRO VISIO NS 10.1 AUDIT AND INSPECTIO NS Upon reasonable verbal or written notice to Contractor,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 this Agreement.Contractor shall maintain any and all such records at its place of business at the address set forth in the "Notices"section of this Agreement. 7 Docusign Envelope ID:53070599-DE8A-4629-944B8-CD7A4E6A193C Docusign Envelope ID:D362B080-9DBC-40DD-9CF5-F0D7F24ECB46 Contract No.23.007-04 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 Contractor, 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 Contractor,the Contractor 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 Contractor 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 Contractor'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. 8 D ocusign Envelope ID :53070599-D E8A -4 629-944B-C D7AA4E6A 193C D ocusign Envelope ID :D 362B080-9D B C -40D D -9C F5-F0D 7F24EC B46 Contract No.23-007-04 (E)The Contractor shall make available at its office at all reasonable times the records, materials,and other evidence regarding the acquisition (bid preparation)and performance of this Agreement,for examination,audit,or reproduction,until three (3) years after final payment under this Agreement or for any longer period required by statute or by other clauses of this Agreement.In addition: i.If this Agreement is completely or partially terminated,the Contractor shall make available records relating to the work terminated until three (3)years after any resulting final termination settlement;and ii.The Contractor 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) 10.3 The provisions in this section shall apply to the Contractor,its officers,agents, employees,subcontractors and suppliers.The Contractor shall incorporate the provisions in this section in all subcontracts and all other agreements executed by the Contractor in connection with the performance of this Agreement. #thing 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 Contractor or third parties. ASSIGNMENT,TRANSFER OR SUBCONSULTING Contractor 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,tile Contractor shall file a State of Florida Form PUR 7068,Sworn Statement under Section 287.133(3)(a)Florida Statute on Public Entity Crimes with the City's Procurement Division. 10.5 NO DISCRIMINATION In connection with the performance of the Services,the Contractor 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,Contractor 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,housing,public accommodations,and public services on account of actual or perceived race,color,national origin,religion,sex, intersexuality,gender identity,sexual orientation,marital and familial status,age,disability, 9 D o cusign Envelope ID :53070599-D E8A4 -4 629-944B8-C D 7A4E6A 193C D o cusign Envelope ID :D 3620 80-9 BC -40D D -9C F5-F0D TF24£C B46 Contract No.23.007.04 ancestry,height,weight,domestic partner status,labor organization membership,familial situation,or political affiliation. 10.6 CONFLICT OF INTEREST Contractor 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 if fully set forth herein. Contractor 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.Contractor further covenants that in the performance of this Agreement,Contractor shall not employ any person having any such interest.No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefits arising therefrom. 10.7 CONTRACTOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW (A)Contractor 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 Contractor meets the definition of "Contractor"as defined in Section 119.0701(1)(a),the Contractor 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 Contractor 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 Contractor or keep and maintain public records required by the City to perform the service.If the Contractor transfers all public records to the City upon completion of the Agreement,the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements.If the Contractor keeps and maintains public records upon completion of the Agreement,the Contractor shall meet all applicable requirements for retaining public records.All records stored electronically must be provided lo the City,upon request from the City's custodian of public records,in a format that is compatible with the information 10 D o cusign E nvelope ID :53070599-D E8A -4629-944B-C D 7A4E6A 193C D o cusign Envelope I:D 3620 80-9 BC -4 0D D -9C F 5-F 0D TF24EC B46 Contract No.23-007-04 lechnology 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 Contractor of the request, and the Contractor must provide the records to the City or allow the records to be inspected or copied within a reasonable time. (2)Contractor'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 lhe Agreement;and/or (3)avail itself of any available remedies at law or in equity. (3)A Contractor 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 Contractor to compel production of public records relating to the City's contract for services,the court shall assess and award against the Contractor the reasonable costs of enforcement,including reasonable attorneys'fees,if: a.The court determines that the Contractor 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 Contractor has not complied with the request,to the City and to the Contractor. (2)A notice complies with subparagraph (1)(b)if it is sent to the City's custodian of public records and to the Contractor at the Contractor's address listed on its contract with the City or to the Contractor'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 Contractor 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 CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA STATUTES,TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION:RAFAEL E.GRA NADO,CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH,FLORIDA 33139 E-MAIL:RAFAELGRANADO@MIAMIBEACHFL.GOV PHONE:305-673-7411 11 D o cusig n E nvelope ID :53070599-D E8A -4 629-944-C D 7A4E6A 193C D o cusign E nvelope ID :D 362B080-9 BC -40D D -9C F 5-F0D 7F24EC B46 Contract No.23-007-04 10.8 FORCE MAJEURE (A)A "Force Majeure"event is an event that (i)in fact causes a delay in the performance of the Contractor or the City's obligations under the Agreement,and (ii)is beyond the reasonable control of such party 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 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)I the City or Contractor'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 lo 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 12 D o cusign Envelope ID :53070599-D E8A -4 629-944-C D 7A4E6A 193C D o cusign Envelope ID :D 362 080-9B C -40D D -9C FS-F 0D TF24EC B46 Contract No.23-007-04 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 Contractor of such termination.If the Agreement is terminated pursuant to this section,Contractor shall be paid for any Services satisfactorily performed up to the date of termination;following which the City shall be discharged from any and all liabilities,duties,and terms arising out of,or by virtue of,this Agreement.In no event will any condition of Force Majeure extend this Agreement beyond its stated term. 10.9 E-VERIFY (A)Contractor 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,Contractor 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,Contractor shall expressly require any sub- contractor 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 sub-contractor during the contract Term.If Contractor enters into a contract with an approved sub-contractor,the sub-contractor must provide the Contractor with an affidavit stating that the sub- contractor does not employ,contract with,or subcontract with an unauthorized alien. Contractor shall maintain a copy of such affidavit for the duration of the Agreement or such other extended period as may be required under this Agreement. {B)TERMINATION RIGHTS. (1)It the City has a good faith belief that Contractor has knowingly violated Section 448.09(1),Florida Statutes,the City shall terminate this Agreement with Contractor for cause,and the City shall thereafter have or owe no further obligation or liability to Contractor. (2)It the City has a good faith belief that a sub-contractor has knowingly violated the foregoing Subsection 10.9(A),but the Contractor otherwise complied with such subsection,the City will promptly notify the Contractor and order the Contractor to immediately terminate the Agreement with the sub-contractor.Contractor's failure to terminate a sub-contractor shall be an event of default under this Agreement,entitling City to terminate the Contractor's contract for cause. (3)A contract terminated under the foregoing Subsection (B)1)or (8)(2)is not in breach of contract and may not be considered as such. (4)The City or Contractor or a sub-contractor may file an action with the Circuit or County Court to challenge a termination under the foregoing Subsection (B )(1)or (B8)(2)no later than 20 calendar days after the date on which the contract was terminated. (5)If the City terminates the Agreement with Contractor under the foregoing Subsection (B )(1),Contractor may not be awarded a public contract for at least 1 year after the date of termination of this Agreement. (6)Contractor is liable for any additional costs incurred by the City as a result of the termination of this Agreement under this Section 10.9. 13 Docusign Envelope ID:53070599-DE8A-4 629-944-CD7A4E6A193C Docusign Envelope ID:D362B080-9 BC-4O D-9CF5-F0DTF24ECB46 Contruct No.23-007-04 10.10 CONTRACTOR'S COMPLIANCE WITH ANTE-HUMAN TRA FFICKING LAWS Contractor agrees to comply with Section 787.06,Florida Statutes,as may be amended from time to time,and has executed the Certification of Compliance with Anti-Human Trafficking Laws,as required by Section 787.06(13),Florida Statutes,a copy of which is attached hereto as Exhibit "C". SECTION 11 NOTICES Until changed by notice,in writing,all such notices and communications shall be addressed as follows: TO CONTRACTOR: TO CITY ; IGUANABUSTERS.COM LLC Attn:St eve Kavashansky 500 S.Australian Ave. West Palm Beah,FL 33401 Ph:561-374-3561 Email:info@ iguanabusters.com Facilities &Fleet Management Department Attn:Elizabeth Miro 1933 Bay Rd.28 Floor Miami Beach,FL 33139 Ph:305-673-7000 ext.22925 Email:elizabethmiro@miamibeachfl.gov All notices mailed electronically to either party shall be deemed to be sufficiently transmitted. SECTION 12 MISCELLANEOUS PROVISIONS 12.1 CHANGES AND ADDITIONS This Agreem ent cannot be modified or amended without the express written consent of the parties.No modification,am endment,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 here with. 12.2 SEVERABILITY If any term or provision of this Agreement is held invalid or unenforceable,the remainder of this Agreem ent 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 ocusign Envelope ID :53070599-D E8A-4 629-944B-C D 7A4E6A 193C D ocusign Envelope I:D 362 080-9 B C -4 0D D-9C FS-F0D TF24EC B46 Contract No.23-007-04 12.3 WAIVER OF BREACH A part y's failure to enforce any provision of this Agreem ent shall not be deem ed a waiver of such provision or m odification of this A greem ent.A party's waiver or any breach of a provision of this Agreem ent shall not be deem ed a waiver of any subsequent breach and shall not be construed to be a m odification of the term s of this Agreem ent. 12.4 JOINT PREPARATION Th e part ies hereto acknow ledge that they have sought and received whatever com petent advice and counsel as was necessary fo r them to fo rm a full and com plete understanding of all rights and obligations herein and that the preparation of this Agreem ent has been a joint effort of the parties,the language has been agreed to by parties to express their mutual intent and the resulting docum ent shall not.solely as a m atter of judicial construction,be construed more severely against one of the part ies than the other. 12.5 ENTIRETY OF AGREEMENT T he C ity and C ontractor agree that this is the entire agreem ent between the parties.This A greem ent supersedes all prior negotiations,correspondence,conversations,agreem ents or understandings applicable to the m atters contained herein,and there are no com m itm ents, agreem ents or understandings concern ing the subject m atter of this Agreement that are not contained in this docum ent.Title and para graph headings are for convenient reference and are not intended to confer any rights or obligations upon the parties to this Agreem ent. [R EM A IN DE R O F TH IS PAG E LEFT INTEN TIO N ALLY BLANK] 15 Docusign Envelope ID:53070599-DE8A-4629-944B-CD7A4E6A 193C IN NFS WHF{OF ht»p t «Her t 1an I /hoe ,prpn 4/+'¢/%s 49 ft r ' II Y OF MIAMI BF ACH,FLORIDA ATES1 12/24/2024 I 9:18 EST £ FOR CONTRACTOR re// 16 APPROVED AS TO FORM t KNGUAGE 8 FOn EXECUTION4U8l@tr JC"y AMorey ta 0ato D o cusig n E nvelope ID :53070599-D E8A -4 629-944B-C D 7A4 E6A 193C Do cusign Envelope I :D 362B080-9 BC -4O D -9C FS-F OD TF24EC B46 Contract No.23-007-04 EXHIBIT A SCOPE OF SERVICES The Contractor shall perform the services outlined in the Request for Proposals (RFP)and further detailed in Exhibit "A"attached hereto. 1.Traditional iguana remediation services include trapping,humane euthanasia,and disposal.Contractor shall proactively suppress iguana populations using humane and environmentally safe techniques to drastically reduce or eliminate the City's iguana population. Guidelines of the Florida Fish and Wildlife Conservation Commission shall be closely followed regarding all population control methods used.It shall be the Contractor's sole responsibility to remain up-to-date with any changes in regulations that would affect services under this Contract,inclusive of licensing or permitting requirements. They City will consider the use of control tools in accordance with the Florida Fish and Wildlife Conservation Commission guidelines. 2.Contractor shall provide all necessary personnel,equipment,labor,and materials for the operation of services,which may include a water vessel to traverse the City's waterways. 3.Contractor's employees shall wear clothing that clearly identifies the employee as an employee of Contractor and shall also have company identification in their possession at all times. 4.Contractor shall be responsible for creating a safe environment for their employees,City employees, residents,and visitors while performing services.Proper safety signs or cones shall be used as necessary.The Contractor shall provide for a clean and safe environment during all work.Whenever the Contractor leaves a location,that location shall be clean,safe,and free of any tools and other materials related to the work.At its own cost,the Contractor shall properly dispose of debris and any other foreign material created through the work process. 5.The Contractor will only have access to the work location(s)during regular City working hours. Access to work location(s)after hours will require prior approval of City staff. 6.The Contractor shall provide a telephone number and email for emergency response services.When emergency/additional services (as applicable)are required,the Contractor shall respond to the work site within two (2)hours. 7.The Contractor shall have signage posted to inform residents that iguana remediation is occurring. Signage shall be submitted to the City Manager or designee for approval prior to the commencement of the services. 8.Reporting Requirements.The Contractor shall submit an activity report at the end of the service period with each applicable invoice,including photos of the deceased iguanas.The City reserves the right to request photos of the deceased iguanas at any time during the service period. 9.GPS data shall be forwarded as a PDF file,lime-stamped photos or geo-tagged photos to allow City management to verify payroll expenditure. [CONTINUED ON NEXT PAGE] 17 Docusign Envelope ID:53070599-DE8A-4629-944B-CD7A4E6A193C Docusign Envelope I:D362B080-9B C-4O D-9CFS5-F0DTF24ECB46 10.Service Locations: LOCATIONS F airway Park Crespi Park Stillwater Park North Shore Open Park Allison Park Brittany Bay Park Scott Rakow Pool Scott Rakow Site Muss Park Chase Parking Lot Allison Island Poinciana Park Pine Tree Park Sun set Islands South Pointe Park Palm/Hibiscus Island Park Buoy Park 2100 Meridian Flamingo Park/Pool 21st and Beach walk Venetian Cswy Dade Blvd Canal Biscay ne Waterways Indian Creek Canal Lummus Park Parkview Park Tatum Park Belle Isle MSD Park Normandy Shores Golf La Gorce Park Fire Station 2 Public Works Yard Bass Museum Collins Park Julia Tuttle Victory Garden Miami Beach Golf Holocaust Memorial Nikki Beach 18 Contract No.23-007-04 D o cusig n E n velo p e ID :53070599-D E 8A -4 629-944B -C D 7A 4E 6A 193C D o cusig n E nvelope I:D 362B 080-9B C -4O D -9C F 5-F OD TF 24E C B 46 Contract No.23-007.04 EXHIBIT B CONTRACT RATES The Contractor shall be compensated on an as-needed basis for short-term engagements at the following rates: •Hourly Rate:$60 per hour for services provided for up to three (3)consecutive days within a week. •Weekly Rate:$1,200 per week for services provided for up to three (3)consecutive weeks in a month. Compensation for short-term engagements shall not exceed three (3)consecutive weeks. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 19 D o cusig n E nvelope ID :53070599-D E8A-4 629-944B-C D 7AA4E6A 193C D ocusign Envelope ID :3 62B080-9B C -4OD D -9C F 5-F 0D TF24EC B46 (I Docusign Envelope ID:8684D3C1-C6F8-4C4D-AB6E-E0CD0D70088F Docusign Envelope ID:1A44O790-9D0ED-4D6C-8318-9B94D04 128AD0 Contract No.24-033-01 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND MCGRIFF INSURANCE SERVICES,LLC FOR INSURANCE BROKER OF RECORD,PURSUANT TO RFQ 2024-033-24 12/24/2024 I 9:24 EST This Professional Services Agreement ("Agreement")is entered into this ("Effective Date"),between the CITY OF MIAMI BEACH,FLORIDA,a municipal corporation organized and existing under the laws of the State of Florida,having its principal offices at 1700 Convention Center Drive,Miami Beach,Florida,33139 (the "City"),and MCGRIFF INSURANCE SERVICES,LLC,a North Carolina Limited Liability Company,whose address is 3201 Beechleaf Ct.Suite 200,Raleigh,North Carolina,27604 ("Consultant"). SECTION 1 DEFINITIONS Agreement: City Manager: City Manager's Designee: Consultant: Services: Fee: This Agreement between the City and Consultant,including any exhibits and amendments thereto and,Exhibit "C"Certification of Compliance with Anti-Human Trafficking Laws,FL,Section 787.06 (13). The chief administrative officer of the City. 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 Human Resources Department Director. For the purposes of this Agreement,Consultant shall be deemed to be an independent contractor,and not an agent or employee of the City. All services,work and actions by the Consultant performed or undertaken pursuant to the Agreement. Amount paid to the Consultant as compensation for Services. Proposal Documents:Proposal Documents shall mean City of Miami Beach,RFQ,No.2024- 033-WG for Insurance Broker of Record,together with all amendments thereto,issued by the City in contemplation of this Agreement RFQ,and the Consultant's proposal in response thereto ("Proposal"),all of which are hereby incorporated and made a part hereof;provided,however,that in the event of an express conflict between the Proposal Documents and this Agreement,the following order of precedent shall prevail:this Agreement;the RFQ,and the Proposal. Docusign Envelope ID:86B4D3C1-C6F8-4C4D-AB6E-EOCD0D70088F Docusign Envelope ID:1A44D790-9DED-4D6C-8318-9B94D4128AD0 Contract No.24-033-01 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.26724;and fax number (305)673-7529. 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 be provided with 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 satisfaction of the City Manager.If there are any questions regarding the Services to be performed,Consultant should contact the following person: Marc Chevalier,Senior Risk Officer Risk Management Department City of Miami Beach 1700 Convention Center Drive,Miami Beach FL MargCehyalier@miaibeachf]_gov 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 execution of this Agreement by all parties hereto (the Effective Date set forth on p.1 hereof),and shall have an initial term of three (3)years with one (1)two-year renewal term,to be exercised at the City Manager's sole option and discretion,by providing Consultant with written notice of same no less than thirty (30)days prior to the expiration of the initial term. Notwithstanding the Term provided herein,Consultant shall adhere to any specific timelines, schedules,dates,and/or performance milestones for completion and delivery of the Services, as same is/are set forth in the timeline and/or schedule referenced in Exhibit "A"hereto. 2 Docusign Envelope ID:86B4D3C1-C6F8-4C4D-AB6E-E0CD0D70088F Docusign Envelope ID:1A44D790-9DED-4D6C-8318-9894D4128AD0 Contract No.24-033-01 SE CTIO N 4 FE E 4.1 In consideration of the Services to be pro vided,Consultant shall be compensated in acc ordance with the established fee structure attached hereto as Exhibit "B"hereto. 4.2 N O T U S E D . 4.3 IN V O IC ING Upon receipt of an acceptable and appro ved invoice,payment(s)shall be made within forty-five (45)days fo r that portion (or those portions)of the Services satisfactorily rendered (and reference d 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 fo llowing address: Accounts Payable:Payables@ miamibeachfl.gov SE C TIO N 5 TERM IN ATIO N 5.1 TE R M IN A TIO N FO R CA US E If the Consultant shall fail to fulfill in a timely manner,or otherw ise 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 fo r ca use,the City shall notify the Consultant of its violation of the particular term(s)of this Agre ement,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. Notw ithstanding the above,the Consultant shall not be relieved of liability to the City for damages sustained by the City by 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 attorn eys'fees. 5.2 TE R M IN A TIO N FO R CO NV E N IE N CE O F TH E CITY TH E C ITY MA Y ALSO ,TH RO U G H ITS CITY MA NA GER,A ND FO R IT S CO N V E NIE NC E A ND W ITHO UT CA U SE,TERMIN ATE THE AGREEMENT AT ANY TIM E D U R ING TH E TE R M BY G IVIN G W RITT EN NO TICE TO CO NSULTA NT OF SU C H TE R M IN ATIO N;W H IC H SHA LL BEC O ME EFFECTIVE W ITHIN THIRTY (30) 3 Docusign Envelope ID:86B4O3C1-C6F8-4C4D-AB6E-E0CD0D70088F Docusign Envelope ID:1A44D790-9ED-4D6C-8318-9B94D4128AD00 Contract No.24-033-01 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 WRITT EN 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. 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 m akes an assignment fo r the benefit of creditors .In such event,the right and obligations fo r the parties shall be the same as pro vided fo r 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,attorn eys' fees and costs,fo r personal,economic or bodily injury,wrongful death,loss of or damage to property,which may arise or be alleged to have arisen from the neg ligent acts,errors, omissions or other wro ngful conduct of the Consultant,its officers,employees,agents, contractors,or any other pe rson or entity acting under Consultant's contro l 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 m ay 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 pro tection required by this Agreement or otherw ise 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 fo r performance of the Services under this Agreement is the spec ific consideration from the City to the Consultant fo r the Consultant's indemnity agreement.The pro visions of this Section 6.1 and of this indemnification shall survive termination or expiration of this Agreement. 6.2 INSURA NCE REQUIREMENTS 4 Docusign Envelope ID:86B4D3C1-C6F8-4C4D-AB6E-E0CD0D70088F Docusign Envelope ID:1A44D790-9DED-4D6C-8318-9B94D4128A4D0 Contract No.24-033-01 6.3 The Consultant shall maintain the below require d insurance in effect prior to awarding the agreement and for the dura tion of the agreement.The maintenance of pro per insurance coverage is a material element of the agreement and failure to maintain or renew coverage may be treated as a material breach of the contract,which could result in withholding of payments or termination of the Agreement. A.Worker's Compensation Insura nce for all employees of the vendor as required by Florida Statute 440,and Employer Liability Insurance for bodily injury or disease. Should the Vendor be exempt from this Statute,the Vendor and each employee shall hold the City harm less from any injury incurred during perform ance of the Contract.The exempt Vendor shall also submit (i)a written statement detailing the number of employees and that they are not required to carry Workers' Compensation insurance and do not anticipate hiring any additional employees during the term of this contract or (ii)a copy of a Certificate of Exemption. B.Comprehensive General Liability (occurrence form),limits of liability $ 1,000,000.00 per occurre nce for bodily injury pro perty damage to include Premises/Opera tions;Pro ducts,Completed Operations and Contractual Liability. Contractual Liability and Contractual Indemnity (Hold harmless endorsement exactly as written in "insurance requirements"of specifications). C.Automobile Liability -$1,000,000 for each occurrence -owned/non-owned/hired automobiles included. D.Pro fessional Liability (Erro rs and Omissions)Insurance appro priate to the consultant's pro fession,with a limit of no less than $1,000,000 per occurrence or per claim,$2,000,000 aggregate. 6.4 Additional Insured --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 m aterials,parts,or equipment furn ished in connection with such work or operations and automobiles owned,leased,hired or borrowed in the form of an endorsement to the Consultant's insura nce. 6.5 Notice of Cancellation --Each insura nce policy require d above shall pro vide that coverage shall not be cancelled,except with notice to the City of Miami Beach c/o EXIGIS Insurance Compliance Services. 6.6 Waiver of Subrogation -Consultant agrees to obtain any endorsement that may be necessary to affect the waiver of subro gation on the coverages required.However,this pro vision applies regardless of whether the City has received a waiver of subro gation endorsement from the insurer. 6.7 Acceptability of Insurers -Insurance must be placed with insurers with a current AM. Best rating of A:VII or higher.If not rated,exceptions may be made for members of the Florida Insurance Funds (i.e.FW CIGA,FAJUA).Carriers may also be considered if they are licensed and authorized to do insurance business in the State of Florida. 5 Docusign Envelope ID:86B4O3C1-C6F8-4C4O-AB6E-E0CD0D70088F Docusign Envelope ID:1A44D790-9D0ED-4D6C-8318-994D04128AD0 Contract No.24-033-01 6.8 Verification of Coverage -Consultant shall furn ish the City with original ce rtificates and amendatory endorsements,or copies of the applicable insura nce language,effecting coverage required by this contract.All certificates and endorsements are to be received and approved by the City befo re 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 M urrieta,CA 92564 Kindly submit all certificates of insuranc e,endorsements,exemption letters to our servicing agent,EXIG IS,at: Certificates-miamibeach@ riskworks.com 6.9 Special Risks or Circumstances -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 fo regoing requirements shall not relieve the vendor of his 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 fo r the enfo rcement of same shall lie in Miami-Dade County,Florida.By entering into this Agreement,Consultant and the City expressly waive any rights either pa rty 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 act ion,fo r money damages due to an alleged breach by the City of this Agreement,so that its liability fo r any such breach never exceeds the sum of $10,000. Consultant hereby expresses its willingness to enter into this Agreement with Consultant's recovery from the City fo r any damage action for breach of contract to be limited to a maximum amount of $10 ,000. Accordingly,and notw ithstanding 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 6 Docusign Envelope ID:86B4D3C 1-C6F8-4C4D-AB6E-EOCDOD70088F D o cusign E nvelope ID :1A 44D0 790-9D0 E D -4D 6C -8318-9B 94D 4128A4 D 0 Contract No.24-033-01 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. SECTION9 DUTY OF CARE[COMPLIANCE WITH APPLICABLE LAWS/PATENT RIGHrs;COPYRIGHT; AND CONFIDENTIAL FINDINGS 9.1 DUTY OF CARE W ith 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 perform ance 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 govern ment,as applicable. 9.3 PATENT RIGHTS;COPYRIGHT;CONFIDENTIAL FINDINGS Any work pro duct arising out of this Agreement,as well as all information specifications, pro cesses,data and findings,are intended to be the property of the City and shall not otherw ise be m ade public and/or disseminated by Consultant,without the prior written consent of the City Manager,excepting any info rmation,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 pro perty of the City,and shall not be subject to any application fo r 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 thro ugh 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, 7 Docusign Envelope ID:86B4D3C1-C6F8-4C4D-AB6E-EOCDOD70088F Docusign Envelope ID:1A444D790-9DED-4D6C-8318-994D4128AD0 Contract No.24-033-01 and/or inspect,any and all other documents and/or records relating to all matters covered by this Agreement.Consultant shall maintain any and all such records at its place of business at the address set fo rth in the "Notices"section of this Agreement. 10.2 INSPECTOR GENERA L 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 co ntracts.This random audit is separate and distinct from any other audit perform ed 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 pro posed City pro grams,acc ounts,records, contracts and transactions.In addition,the Inspector General has the power to subpoena witnesses,administer oaths,require the pro duction of witnesses and monitor City pro jects and programs.Monitoring of an existing City project or program may include a report concern ing whether the project is on time,within budget and in conformance with the contra ct documents and applicable law.The Inspector General shall have the power to audit,investigate,monitor,oversee,inspect and review operations,activities,performance and pro curement process including but not limited to pro ject design,bid specifications,(bid/pro posal)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 pro curement pro cess including but not limited to pro ject design,bid specifications,(bid/pro posal)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 contro l which in the Inspector General's sole judgment,pertain to perform ance of the contract,including,but not limited to original estimate files,change order estimate files,worksheets,proposals and agreements from and with successful subc ontractors and suppliers,all project-related correspondence,memora nda,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 8 Docusign Envelope ID:86B4D3C1-C6F8-4C4D-AB6E-E0CD0D70088F Docusign Envelope ID:1A44D790-9D0ED-4D6C-8318-9B94D04128AD0 Contract No.24-033-01 proceeds,rebates,or dividends received,payroll and pe rsonnel records and supporting documentation fo r the afo resaid documents and records. (E)The Consultant shall make available at its office at all reasonable times the records, m aterials,and other evidence regarding the acquisition (bid preparation)and perform ance of this Agreement,fo r examination,audit,or repro duction,until three (3) years after final payment under this Agreement or for any longer period required by statute or by other clauses of this Agreement.In addition: 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 m ake 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 pro visions 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 pro visions 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 QR SUBCQNSULTING 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 sect ion,and any attempt to make such assignment (unless approved)shall be void. 10.4 PUBLIC ENTITY CRIMES Prior to commencement of the Service s,the Consultant shall file a State of Florida Form PUR 7068,Sworn Statement under Section 287.133(3)(a)Florida Statute on Public Entity Crimes with the City's Pro curement Division. 10.5 NO DISCRIMINATION In connection with the performance of the Service s,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. 9 Docusign Envelope ID:86B84D3C1-C6F8-4C4D-AB6E-E0CD0OD70088F Docusign Envelope ID:1A44D790-9DED-4D6C-8318-9894D04128A00 Contract No.24-033-01 A dditionally,C onsultant shall com ply fully with the City of Miam i Beach Human Rights O rdinance,codified in Chapter 62 of the City Code,as may be am ended from tim e to time, prohibiting discrim ination in em ploym ent,housing,public acco m m odations,and public serv ices on account of actual or perceived race,co lor,national origin,religion,se x, intersexuality,gender identity ,sexual orientation,m arital and fam ilial status,age,disability, ancestry ,height,weight,dom estic partner status,labor organization mem bership,familial situation,or political affiliation. 10.6 CO NFLICT OF INTEREST Consultant herein agrees to adhere to and be govern ed by all applicable Miam i-Dade County C onflict of Interest O rdinances and Ethics provisions,as set fo rth in the Miam i-Dade County C ode,as m ay be am ended from tim e to tim e;and by the City of Miam i Beach Charter and Code,as m ay be am ended from tim e to tim e;both of w hich are inco rporated by reference as if fully set fo rth herein. Consultant co venants that it presently has no interest and shall not acq uire any interest, directly or indirectly,w hich could co nflict in any manner or degree with the performance of the Serv ice s.Consultant further covenants that in the perform ance of this Agreem ent,Consultant shall not em ploy any person having any such intere st.No mem ber of or delegate to the C ongress of the U nited States shall be adm itted to any share or part of this Agreement or to any benefits arising therefro m . 10.7 CONSULTANT'S COMPLIANCE WITH FLORIDA PUBLI C RECORDS LAW (A )C onsultant shall co m ply with Florida Public Records law under Chapter 119,Florida Statutes,as m ay be am ended from tim e to tim e. (B )The term "public records"shall have the meaning set fo rth in Section 119.011(12),which m eans all docum ents,papers ,letters,maps,books,tapes,photographs,films,so und recordings,data proce ssing softw are,or other ma terial,regardless of the physica l fo rm , characteristics,or m eans of transm ission,made or received pursuant to law or ordinance or in connection with the tra nsaction of offi cial 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 m aintain public records re quired by the City to perform the serv ice; (2)U pon request from the City 's custodian of public reco rds,provide the City with a copy of the requested records or allow the records to be inspected or copied w ithin a re asonable tim e at a cost that does not exceed the cost provided in C hapter 119,Florida Statutes or as otherw ise pro vided by law ; (3)Ensure that public records that are exem pt or confidential and exempt from public records disclosure requirem ents are not disclosed,except as authorized by law ,fo r the duration of the contract term and fo llow ing com pletion of the A greem ent if the Consultant does not transfer the reco rds to the City; (4)U pon com pletion of the Agreem ent,transfer,at no co st to the City,all public records in possession of the Consultant or keep and maintain public records required by the City to perfor m the serv ice.If the Consultant transfers all public records to the C ity upon com pletion of the Agreem ent,the Consultant shall destroy any duplica te public records that are exem pt or confidential and exem pt 10 Docusign Envelope ID:86B4D3C 1-C6F8-4C4D-AB6E-EOCDOD70088F Docusign Envelope ID:1A44D0790-9DED-4D6C-8318-994D04128AD0 Contract No.24-033-01 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 electro nically must be provided to the City,upon request from the City's custodian of public records,in a format that is compatible with the information technology systems of the City. (D)REQUEST FOR RECORDS;NONCOMPLIANCE. (1)A request to inspect or copy public records relating to the City's contract for services must be made directly to the City.If the City does not possess the requested records,the City shall immediately notify the Consultant of the request,and the Consultant must provide the records to the City or allow the records to be inspected or copied within a reasonable time. (2)Consultant's failure to comply with the City's request for records shall constitute a breach of this Agre ement,and the City,at its sole discretion,may:(1)unilaterally terminate the Agre ement;(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 fa ils to pro vide 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 pro duction of public records relating to the City's contract fo r services,the court shall assess and award against the Consultant the reasonable costs of enforcement,including reasonable attorn eys'fees,if: a.The court determines that the Consultant unlawf ully 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 (1)(b)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 fo r the reasonable costs of enforcement. (F)IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA STATUTES,TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION:RAFAEL E.GRANADO,CITY CLERK 11 Docusign Envelope ID:86B84D3C1-C6F8-4C4D-AB6E-E0CD0D70088F Docusign Envelope ID:1A44D790-9DED-4D6C-8318-9B94D4128AD00 Contract No.24-033-01 1700 CONVENTION CENTER DRIVE MIAMI BEACH,FLORIDA 33139 E-M AIL:RAFAELG RANADO @ MIAMIBEACHFL.GOV PHO NE:305-673-7411 10.8 FO RCE MAJEURE (A )A "Force Majeure"event is an event that (i)in fact ca uses a delay in the performance of the Consultant or the City's obligations under the Agreem ent,and (ii)is beyond the reasonable contro l of such party unable to pe rform the obligation,and (iii)is not due to an intentional act,error,om ission,or negligence of such party,and (iv)could not have reasonably been fo reseen and prepared fo r by such party at any time prior to the occurrence of the event.Subject to the fo regoing criteria,Force Majeure may include events such as wa r,civil insurrection,riot,fires,epidem ics ,pandemics,terrorism , sabotage,explosions,em bargo re strictions,quarantine restrictions,transportation accidents,strikes,stro ng hurr icanes or torn adoes,earthquakes,or other acts of G od w hich prevent perform ance.Force Majeure shall not incl ude technological im possibility, incl em ent w eather,or failure to secure any of the required permits purs uant to the A greem ent. (B )If the City or Consultant's perform ance of its contra ctu al obligations is pre vented or delayed by an event believed by to be Force Majeure,such party shall im mediately, upon learn ing of the occurrence of the event or of the com m encem ent of any such delay, but in any case within fifteen (15)business days thereof,pro vide 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 im pact on the Ag reem ent,(iv)of the anticipated pe riod of the delay,and (v)of what course of action such party plans to take in order to mitigate the detrim ental effects of the event.The tim ely delivery of the notice of the occurrence of a Force M ajeure event is a condition precedent to allow ance of any relief pursuant to this section;how ever,receipt of such notice shall not constit ute acceptance that the event claim ed to be a Force Majeure event is in fact Force Majeure,and the burden of pro of of the occurrence of a Force Majeure event shall be on the requesting party. (C )N o part y hereto shall be liable fo r its failure to carry out its obligations under the A greem ent during a period w hen such party is re ndered unable,in whole or in part,by Force M ajeure to carry out such obligations.The suspension of any of the obligations under this A greem ent due to a Force Majeure event shall be of no greater scope and no lo nger duration than is required.The party shall use Its reasonable best efforts to continue to perf orm Its obligations hereunder to the extent such obligations are not aff ect ed or are only partially affect ed by the Force Majeure event,and to correct or cure the event or co ndition excusing perform ance and otherw ise to rem ed y its inability to perform to the extent its inability to perform is the direct result of the Force Majeure event w ith all reasonable dispatch. (D )O bligations pursuant to the A greem ent that arose before the occurrence of a Forc e M ajeure event,causing the suspension of perform ance,shall not be excused as a result of such occurr ence unless such occurrence makes such performance not reasonably possible.The obligation to pay money in a tim ely manner fo r obligations and liabilities 12 Docusign Envelope ID:86B4D3C1-C6F8-4C4D-AB6E-EOCDOD70088F Docusign Envelope ID:1A44D0790-9DED-4D6C-8318-9B94D4 128AD00 Contract No.24-033-01 which matured prior to the occurrence of a Force M ajeure event shall not be subject to the Force Majeure provisions. (E)Notw ithstanding any other provision to the contrary herein,in the event of a Force M ajeure 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 perform ance under the Agreement for a time period greater than thirty (30)days,the City m ay,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 fo r any Service s satisfactorily performed up to the date of termination;following which the City shall be discharged from any and all liabilities,duties,and terms arising out of,or by virtue of,this Agreement.In no event will any condition of Force Majeure extend this Agreement beyond its stated term . 10.9 E-VERIFY (A)Consultant shall comply with Section 448.095,Florida Statutes,"Employment Eligibility" ("E-Verify Statute"),as m ay 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 perform ing 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 during the contract Term.If Consultant enters into a contract with an approved subconsultant,the subconsultant m ust pro vide the Consultant with an affidavit stating that the subconsultant does not employ,contract with,or subcontract with an unauthorized alien.Consultant shall m aintain a copy of such affidavit fo r the duration of the Agreement or such other extended period as m ay be required under this Agreement. (B)TERMINATION RIGHTS. (1)If the City has a good faith belief that Consultant has knowingly violated Sect ion 448.09(1),Florida Statutes,the City shall term inate this Agreement with Consultant fo r 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 fo regoing Subsection 10.9(A),but the Consultant otherw ise complied with such subsection,the City will pro mptly notify the Consultant and order the Consultant to immediately terminate the Agreement with the subc onsultant.Consultant's failure to terminate a subconsultant shall be an event of default under this Agreement,entitling City to terminate the Consultant's contract fo r cause. (3)A contract terminated under the foregoing Subsection (B)1)or (B)(2)is not in breach of contract and may not be considere d as such. (4)The City or Consultant or a subconsultant may file an action with the Circuit or County Court to challenge a termination under the fo regoing Subsection (B)(1)or (B)(2)no later than 20 calendar days after the date on which the contract was terminated. (5)If the City terminates the Agreement with Consultant under the foregoing 13 Docusign Envelope ID:86B4D3C1-C6F8-4C4D-AB6E-EOCDOD70088F Docusign Envelope ID:1A44O790-9DED-4O6C-8318-9B94O4128AO0 Contract No.24-033-01 Subsection (B)(1),Consultant may not be awarded a public contract for at least 1 year after the date of termination of this Agreement. (6)Consultant is liable for any additional costs incurred by the City as a result of the termination of this Agreement under this Section 10.9. 10.10 CONTRACTOR'S COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS Contractor agrees to comply with Section 787.06,Florida Statutes,as may be amended from time to time,and has executed the Certification of Compliance with Anti-Human Trafficking Laws, as required by Section 787 .06(13),Florida Statutes,a copy of which is attached hereto as Exhibitc" SECTION 11 NOTICES Until changed by notice,in writing,all such notices and communications shall be addressed as follows: TO CONSULTANT: TO CITY: McGriff Insurance Services,LLC Attn:Regina Lock 3201 Beechleaf Ct.Suite 200 Raleigh,NC 27604-15467 Ph:813-601-2296 1 877-624-7433 Email:.rlock@mcgriff_com Risk Management Department City of Miami Beach Marla Alpizar,Human Resources Director 1700 Convention Center Drive Miami Beach,FL 33139 Ph:305-673-7000 Email:marcchevalier@maimibeachlf.gov All notices mailed electronically to either party shall be deemed to be sufficiently transmitted. 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. 14 Docusign Envelope ID:86B4D3C1-C6F8-4C4D-AB6E-EOCDOD70088F Docusign Envelope ID:1A44D790-9DED-4D6C-8318-9B94D04128AD0 Contract No.24-033-01 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. 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 concerning 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 Docusign Envelope ID:86B4D3C1-C6F8-4C4D-AB6E-EOCDOD70088F Docusign Envelope ID:1A440790-90E0-406C-8318-989404128ADO Contract No.24-033-01 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by their appropriate officials,as of the date first entered above. FOR CITY: ATTEST: CITY OF MIAMI BEACH,FLORIDA By:were.6%a6"/6ty ck on "1"3"APPROVED AS TO FORM &LANGUAGE &FOR EXECUTION FOR CONSULTANT:/Mt6@,J Ciy Atoreyq, vlb Date Johnny Fontenot,Senior Executive Vice President Print Name and Title Date:10/28/2024 16 Docusign Envelope ID:864D3C1-C6F8-4C4D-AB6E-E0CD0D70088F Docusign Envelope ID:1A44D790-9DED-4D6C-8318-9B94D4128AD0 Contract No.24-033-01 EXHIBIT A SCOPE OF SERVICES At a minimum,Consultant shall provide the following services: 1.Assist the City's Risk Management Division in determining the City's commercial insurance needs. 2.Prepare a report twice per year following each City Property and Casualty policy renewal period informing the City's Risk Management Division regarding insurance market conditions that may affect the City's policies and risk exposure before policy renewal.The report shall include,but not be limited to the following: •Trend and development factors •Catastrophe modeling •Comments on major losses incurred during the past year and how they affect the market •Alternative risk financing vehicles to reduce the City's cost of risk control •Estimate of expected insurance premiums and other costs for the upcoming fiscal year. •Analysis of the City's exposure to loss,adequacy of coverage,and present options for coverage. 3.Prepare bid specifications and underwriting data 60 days before expiration,subject to the approval of the City's Risk Management Division to submit to acceptable insurance markets for the purpose of obtaining quotations for insurance coverage. 4.Upon direction from the City,approach all acceptable insurance companies on behalf of the City and obtain written competitive quotes for insurance coverage.A complete list of the companies contacted,and their responses shall be submitted Insurance companies must be reputable and financially responsible.The City shall be informed of any changes in the insurers' rating and recommendations of changes,if necessary. 5.Present to the City all insurance coverage proposals obtained 30 days before the expiration of coverage.The proposals shall include a report with a comprehensive analysis by the broker of the proposals obtained with recommendations for selecting one proposal for the particular risk to be covered.At the direction and on behalf of the City,Consultant shall also negotiate with all insurance carriers to obtain the best prices,terms,and conditions available. 6.Prepare a working summary for the City twice per year following renewal periods (Insurance in Force)of each policy,including key terms,conditions,limits,deductibles/retentions, endorsements,and premiums. 7.Twice per year following renewal periods,review all insurance binders,policies,and invoices received for policies purchased by the City to assure their accuracy and conformity to specifications.Consultant shall also request any necessary endorsements,changes,or revisions that may be required. 8.Upon City's request and on an as-needed basis,review leases,agreements,and construction contracts to provide recommendations for insurance requirements. 17 Docusign Envelope ID:86B4D3C1-C6F8-4C4D-AB6E-E0CD0D70088F Docusign Envelope ID:1A44D790-9D0ED-4D6C-8318-9B94D4 128AD0 Contract No.24-033-01 9.Upon City's request and on an as-needed basis,service existing policies by issuing certificates of insurance to provide evidence of coverage,pro mptly m aking policy changes, obtaining endorsements,and other related servicing needs. 10.Consultant acknowledges that time is of the essence and any unreasonable delay in the perform ance of the Services places the City's policy rights at risk.W ithin three (3)business days of receiving notice of a new loss from the City,and in addition to any other obligations described in this Agreement,Consultant shall report all claims to the appropriate insurance carrier and monitor the handling and disposition of the claim(s)to ensure the City 's policy rights are protected. 11.Assist the City in pro viding insurance-related documentation with respect to any FEMA- related claims. 12.O n an as-needed basis,during an open claim process,Consultant shall maintain accurate claim data on an accident date basis and pro vide the City with status reports once a m onth in the fom and frequency agreed upon with the City. 13.Assign an Account Executive to this Pro gram who will be responsible fo r communication with Risk M anagement and who,along with other team members assigned,will be available daily to Risk M anagement fo r advice and consultation on risk-related issues and concerns. 14.Attend meetings related to this Agreement with Risk Management staff and other City staff, as requested. 15.If required by the Division of Emergency M anagement,once per year develop an annual letter to the Division of Emergency M anagement requesting confirmation that the City's pro gram meets the standard of a reasonable program as prescribed by the Stafford Act. 16.Following a loss,Consultant shall contract with a Loss Control firm to inspect pro perties, engineering services,plans review,and thermog raphic imaging serv ices and act as liaison betw een the Loss Contro l firm and the City. 17.Following a loss,consult with the City and respective departments to ensure that significant loss contro l recommendations are addressed. 18.In accordance with industry best practices,City buildings are to be appraised every 5 to 7 years.As part of its services,the Consultant shall pro vide appraisal services fo r all City buildings listed in the City's value statement,ensuring compliance with these best practice guidelines. 19.On an annual basis,Consultant will identify locations to be covered by NFIP policies; request flood zone determinations;complete applications for coverage with pertinent information;pro vide NFIP quotation to Risk M anagement,submit payment to NFIP carrier, review all NFIP policies fo r accuracy,and maintain schedules of NFIP policies. 20.Upon City notification (contingent upon changes to City 's assets)Consultant will ensure that the City's assets are appro priately appra ised and insured,with specific attention to wind 18 Docusign Envelope ID:86B4D3C 1-C6F8-4C4D-AB6E-EOCDOD70088F Docusign Envelope ID:1A44D790-9DED-4D6C-8318-9B94D4128AD00 Contract No.24-033-01 mitigation measures in compliance with state and industry standards.Consultant will also ensure that all City properties are accurately appraised and that insurance coverages are adequate and appropriate.Consultant will assess and enhance the City's wind mitigation measures,reducing risk exposure and potentially lowering insurance premiums.Consultant will maintain compliance with applicable state and industry standards for appraisals and wind mitigation. 21.Appraisal Standards.In accordance with industry best practices,City buildings are to be appraised every 5 to 7 years.As part of its services,the Consultant shall conduct Comprehensive Property Appraisals: Coordinate and conduct thorough appraisals of all City-owned properties,including buildings, infrastructure,business income,and other insurable assets;utilize state-of-the-art appraisal methodologies and adhere to industry standards,such as the Uniform Standards of Professional Appraisal Practice (USPAP)or other relevant guidelines;and provide a detailed report for each property,including the replacement cost,actual cash value,and insurable value. 22.Review and Update Appraisals: In accordance with industry best practices,City buildings are to be appraised every 5 to 7years. As part of its services,the Consultant shall perform periodic reviews and updates of property appraisals to reflect current market values,changes in property conditions,or modifications to the assets.Ensure appraisals are current and relevant,particularly before the renewal of insurance policies. 23.Coordinate with City Departments: Work closely with various City departments to gather necessary data,access properties,and ensure all assets are appropriately accounted for in appraisals. Provide training or guidance to City personnel as needed to support the appraisal process. 24.Provide Appraisal Reports: Deliver detailed appraisal reports to the City,including documentation of methods used, findings,and recommendations. Present the findings to the City's Risk Management Division and other relevant stakeholders. 25.Wind Mitigation Standards.In accordance with industry best practices,City buildings are to be appraised every 5 to 7 years.As part of its services,the Consultant shall conduct Wind Mitigation Assessments: Assess all City-owned properties for wind mitigation measures,identifying areas of vulnerability and potential improvements. Ensure that assessments are conducted by qualified professionals knowledgeable in local building codes,FEMA guidelines,and wind mitigation techniques. 26.Recommend Wind Mitigation Improvements: Recommend enhancing wind mitigation measures,including structural reinforcements,roof improvements,window and door protections,and other relevant upgrades. Assist the City in prioritizing improvements based on risk exposure,potential cost savings,and budget considerations. 19 Docusign Envelope ID:86B4D3C1-C6F8-4C4D-AB6E-EOCDOD70088F Docusign Envelope ID:1A44D790-9DED-4D6C-8318-9B94D4128AD0 Contract No.24-033-01 27.Implement Wind Mitigation Standards: Support the City in implementing recommended wind mitigation measures,coordinating with contractors,and ensuring compliance with applicable standards. Provide ongoing consultation to ensure any new construction or renovations meet current wind mitigation standards. 28.Facilitate Insurance Adjustments: Liaise with insurance carriers to adjust coverage and premiums based on the completion of wind mitigation improvements. Ensure that all wind mitigation measures are documented and recognized by insurers to maximize premium reductions and coverage adequacy. 29.Reporting and Communication:Regular Reporting.The Broker shall provide regular reports to the City detailing the status of appraisals,wind mitigation assessments,and recommendations'implementation. Include an analysis of insurance coverage adequacy and suggestions for adjustments based on updated appraisals and mitigation efforts. [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] 20 Docusign Envelope ID:86B4D3C1-C6F8-4C4D-AB6E-EOCD0D70088F Docusign Envelope ID:1A44D790-9ED-4D6C-8318-9B94D4128AD0 Contract No.24-033-01 EXHIBIT B FEES I.Fee Structure. This Agreement shall have a fixed annual consulting fee guaranteed for five (5)years, applicable during the initial term of the Agreement and any subsequent renewal periods.The fee structure is as follows: •Annual Consulting Fee:$67,000 (Guaranteed for 5 years)shall be paid in monthly installments.The first payment shall be made within thirty (30)days of full contract execution and submission of an initial invoice.Subsequent payments shall be made upon receipt of an acceptable invoice,in accordance with Section 4.3 of this agreement. •Annual Outside Loss Control Services Fee:$10,000 (Fixed for 5 years,on an as- needed basis,with a not-to-exceed (NTE)limit of $50,000 over 5 years) •Annual Property Appraisal Fee:$15,000 (Based on a varying number of locations annually,with an NTE limit of $75,000 over 5 years) •Annual Wind Mitigation Report Fee:$10,000 (Based on a varying number of locations annually,with an NTE limit of $50,000 over 5 years) II.Additional Services. Any fees for services not specified in this proposal shall be negotiated separately.Additional services may be requested by the City,and the Consultant shall have the right to charge the Additional Service fees for such additional services that may be requested.A Work Order as to the additional services and fees shall be created and agreed to by both parties.Additional Services shall be approved in accordance with the City's Contract Approval Authority Procedure 03.02 or as amended. 21 Docusign Envelope ID:8684D3C1-C6F8-4C4D-AB6E-E0CD0D70088F Docusign Envelope ID:1A44D790-9DED-4D6C-8318-9B94D4128AD0 Contract No.24-033-01 EXHIBITC HUMAN TRAFFICKING CERTIFICATION Certification of Compliance with Anti-Human Trafficking Laws In accordance with Section 787.06 (13),Florida Statutes,the undersigned,on behalf of the entity named below ("Entity"),hereby attests under penalty of perjury that the Entity does not use coercion for labor or services as defined in Section 787.06,Florida Statutes,entitled "Human Trafficking". 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 and/or imprisonment. The undersigned is authorized to execute this affidavit on behalf of Entity. #McGriff Insurance Services,LLC. (Company Name) Johnny Fontenot (Print Name) 400 N.Tampa St.,Floor 23,Tampa,FL 33602 (Address) State of County of TEXAS DALLAS The foregoing instrument was acknowledged before me by means of X physical presence or □online notarization,this by ,Knon to me (o be [he person as NOTARY PUBLIC: kD94 (Signature) Lori Dehn (Print Name) My commission expires:04/18/2026 22 described herein,or who produced identification,and who did/did not take an oath.