PSA with Hotwire Communicationsm, LTD.Docusign Envelope ID:F5F57330-83C8-4689-8F96-BD332AF08557
Docusign Envelope ID:CDB684B9-C6F 5-4E 10-9B40-C5D5270A2820
Contract No.23-628-01
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH
AND
HOTWIRE COMMUNICATIONS,LTD
FOR
INTERNET CONNECTIVITY SERVICES PURSUANT TO
RFP.-2023-628-LB
Thy4/9/spipel ]4 gices Agreement ("Agreement)is entered into this
With an effective date of January 31,2024 ("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"or 'Customer"),and HOTWIRE COMMUNICATIONS,
LTD,a Pennsylvania Limited Partnership,whose address is 2100 West Cypress Creek Road,
Fort Lauderdale,Florida 33039 ("Contractor").
SECTION 1
DEFINITIONS
Agreement
Attachments:
Change Order:
City:
City Commission:
This Agreement between the City and Contractor,including any exhibits
and amendments thereto.
Means any supplemental material or documentation to this Agreement
which are expressly incorporated by reference and made a part of this
Agreement as if set forth in full.Attachment A (Resolution &Commission
Award Memo),Attachment B (Addendum and RFP Solicitation),and
Attachment C (Sunbiz &Proposal Response to RFP}are hereby
incorporated by reference and attached·hereto as a part of this
Agreement.
"Change Order"or "Amendment"means a written document ordering a
change in the Contract Price or Contract Time or a change in the Work,
including a Service Order.Any Change Order (or Amendment)must be
duly executed by the City Manager,and any Change Order (or
Amendment)in excess of $100,000 shall be subject to the prior approval
of the City Commission.
Means the City of Miami Beach,Florida,a Florida municipal corporation.
In all respects hereunder,City's performance is pursuant to the City's
capacity as Owner.In the event the City exercises its regulatory authority
as a governmental body,the exercise of such regulatory authority and the
enforcement of any rules,regulations,codes,laws,and ordinances shall
be deemed to have occurred pursuant to City's authority as a
governmental body and shall not be attributable in any manner to the City
as a party to this Agreement.
Means the legislative body of the City.
1
Docusign Envelope ID:F5F57330-83C8-4689-8F96-BD332AF08557
Docusign Envelope ID:CB684B9-C6F 5-4E10-9B40-C5D5270A2820
City Manager:
City Manager's
Designee :
Effective Date:
Contractor:
Services:
Fee:
Contract No.23-628-01
T he chie f adm inistr ative offi ce r of the City.The City Manager shall be
construed to include any duly authorized representatives of the City
designated in writing with respect to any specific matter(s)concerning the
A greem ent {exclusive of th o se autho rizations reserved to the City
Co m m ission or reg ulato ry or adm inistra tive bo dies ha vi ng jurisd iction over
any m atter{s)related to the P roject and /or the A g ree m ent
The City staff m em ber w ho is designated by the City M a nager to
ad m inister this A gre e m e nt o n beha lf of the City .T he C ity M a na ger's
de signee shall be the Inform a tio n Techno logy,C hief Info rm atio n Offi cer.
S ha ll be Ja nuary 3 1,2024 (a s such date is indica ted on page 1 of the
A gree m e nt).No Work or Se rv ices w ill co m m e nce prio r to th e Effective
D ate of the Agree m e nt or thereafter until a Notice to P roceed has been
issued by the City.
For the purposes of this Agreement,Co ntractor shall be deemed to be an
independent contractor,and not an agent or employee of the City.
A ll intern e t connectivity se rv ice s,w ork ,and action s by the Co ntractor
pe rformed or undertaken pursuant to the Agreement.
Amount paid to the Co ntractor as compensation for Services.
P rop o sa l D o cum e nts:Pro po sa l Docum e nts shall m ean City of M iami Beach Request for
Pro p os a ls N o.20 23-6 2 8 -L B for Wi de A rea N e tw ork and Intern et
Co nnectivity Se rvi ce s,to g ether w ith all am e nd m ents thereto ,iss ue d by
th e City in co ntem p la tion of this A gree m ent (th e "RFP"),a nd the
Co ntra cto r's propos al in respo nse th ereto {"P ro posal");pro vided ,
ho w e ver,tha t in the eve nt of an expre ss confli ct be tw ee n the Proposal
D o cu m ents and th is A gree m e nt,the fo llow ing ord e r of preced e nt sha ll
preva il:this A gree m e nt;the RFP,and the P ro posal.
S hall m e an ea ch re spective Pa rty 's {C ity and C ontra cto r)duly authorized
represe nta tive designa ted to manage the Agreement.
P roje ct M a na ge r:
R isk M a n age r:
S ites:
S yste m :
T he R isk M a na ge r of the City ,w ith offices at 1700 Convention Center
D rive ,T hird F loo r,M ia m i Beach,Fl o rida 3313 9;tele p hone nu m be r {30 5)
6 73 -7 00 0,Ex t.267 24 ;and fax num be r (3 0 5)673-7 52 9 .
P rope rt ie s ow ne d and/o r opera ted by the C ity th a t are id entified in this
A gree m e nt as rece iving th e Se rv ices.
S ha ll m e an any co nduit,cab le s and any othe r related equipm e nt or
infr astru ct ure installed by C o ntra ctor at th e S ites ne cessary to provide
co m m ercia l co m m unica tio ns and vi deo serv ice s to the C ity and the S ites.
2
Docusign Envelope ID:F5F57330-83C8-4689-8F96-BD332AF08557
Docusign Envelope ID:CDB684B9-C6F5-4E10-9B40-C5D5270A2820
Equipment:
Contract No.23-628-01
Shall mean all fiber optic wiring,telecommunications equipment,Wireless
Node (as defined before),communication facilities and materials
necessary to provide the Services to the Sites.
Wireless Network Node (Wireless Node):Shall encompass ODAS,small cell,CRAN,antenna
facilities,or any successor technology provided and
installed by Contractor which are used to improve
wireless capacity,coverage or quality of
interconnectivity Services at Sites.
SECTION 2
SCOPE OF SERVICES
2.1 Contractor agrees to provide Internet Connectivity Services {Group 1)specifically
described in Appendix A of the RFP and Exhibits "A"and "B"as set forth herein and including
any other attachments or appendices hereto which by this reference are incorporated into and
made part of this Agreement.Contractor and City shall perform their respective obligations in
accordance with this Agreement.
2.2 Contractor represents and warrants to the City that:()it possesses all qualifications
licenses authorizations and expertise required under the Proposal Documents for the
performance of the Services including but not limited to full qualification to do business in
Florida;(ii)It is not delinquent in the payment of any sums due to the City including payment of
permit fees business tax receipts occupational licenses accounts or invoices etcetera nor in the
performance of any obligations or payment of any monies to the city;(Iii)all personnel assigned
to perform the Services are and shall be at all times during the Term hereof fully qualified and
trained to perform the task assigned to each:(iv)the person executing this Agreement on behalf
of Contractor has been duly authorized to execute the same and fully bind contractor as a party
to this Agreement.
2.3 Contractor understands and agrees that any and all liabilities regarding the use of any
of Contractor's employees or any subcontractors for Services related to this Agreement shall be
borne solely by Contractor throughout the Term of this Agreement and that this provision shall
survive the termination of this Agreement.
2.4 The City may add additional Sites to this Agreement in accordance with Contract
Approval Procedure 03.02 or as amended.Any additional Site shall be added at the same
pricing as outlined in the Cost Proposal (Exhibit "B")unless otherwise approved by the City
Manager in writing.
2.5 The City hereby grants to Contractor the right,privilege and authority to access,
construct,reconstruct,relocate,replace,operate,repair,maintain and at its discretion remove
any Equipment,as necessary,including during and after standard business hours,and the right
and license necessary to install the System at the approved Sites.Unless in the case of an
emergency,Contractor shall provide the City with prior notice,at least forty-eight (48)hours in
advance,when Contractor needs to access a Site after standard business hours.The City
grants Contractor the right to enter the Sites to (a)determine the viability of the Site for the
installation and maintenance of the System;(b)install,maintain,repair or replace the
Equipment on the Site and (c)connect the System to Contractor's system.
3
Docusign Envelope ID:F5F57330-83C8-4689-8F96-BD332AF08557
Docusign Envelope ID:CDB684B9-C6F 5-4E10-9B40-C5D5270A2820
Co ntract No.23-628-01
2.6 Th e C ity agrees that it shall provide electrical pow er for each Wi reless Node ,such power
requirem ent being maxim um of 200 w atts or tha t of a light bulb to power such device at no co st
or fee.
2.7 T he parti es acknow ledge and agree th at Contra ctor has installed a S ystem on th e S ites .
S ubject to applicable law or regulation,it is understood th at C ontra ctor owns the entire Sys tem
and all infr astru cture that it installs.Wi th in ninety (90)days fr om the expira tion or earlier
term ination of this A greem ent ("R em oval Period"),Co ntra ctor shall be perm itted to re m ove from
all th e S ites Contractor's telecom m unications equipm ent and W ireless Node (excluding fiber or
underground w iring).A dditionally,wi th in said Rem oval Period,Co ntra ctor will also rem ove any
other E quipm ent (oth er th an any underground conduit or vaults)that the City requests and shall
restore the S ites im pacted by such rem oval to the original condition prior to the Effective Date,
ordinary w ear and tear excepted.C ontr act or shall bea r all costs and expenses to repair any
dam age to the S ite ca use d by Contractor.A ny Equipm ent rem aining after the Remo val Period
shall be considered abandoned and ,at the option of the City ,shall becom e property of the City
or m ay be disposed by the C ity at Contractor's expense.
SECTION 3
TERM
T he term of this A greem ent ("T erm ")shall com m ence retr oactively as of January 31,2024 (th e
Effective Date set fo rth on p.1 hereof),and shall have an initi al term of three (3)years w ith one
(1)tw o-year renew al option,to be exercised at the C ity M anager's sole option and discretion,
by providing Contractor wi th w ritten notice of sam e no less than thirty (30)days prior to the
expiration of the initial term .
SECTION 4
FEES
4.1 The am ounts paya ble by the C ity to th e Co ntra ctor shall be based on the price sched ule
outlined in the C ost Propo sal subm itted by the Contract or and atta ched hereto as Exhibit "B ."
4.2 C ity m ay w ithhold in w hole or in part paym ent to such ext ent as may be necessary to
pro tect itse lf fr om loss on acco unt of (a)defect ive w ork not rem edied and (b)fa ilure of
Contractor to provide any and all docum e nts required by this A greem ent.
4.3 C ontractor agrees and understands that (i)any and all subcontractors providing Se rv ice s
related to th is A greem ent shall be paid through Co ntractor and not paid directly by the C ity and
(ii)any and all liabilities regarding paym e nt to or use of subco ntra ctors fo r any of th e S erv ices
related to this A greem ent shall be born e solely by Contra ctor.
4.4 INVOICING
U pon receipt of an acc eptable and approved invoice,City shall pay Co ntractor (a)w ithin fo rty-
five (45 )days afte r invoice date:all N on-R ecurring Charges ("NR C s"),including installation or
repair or prem ises visit fee s;all adva nce M onthly Recurri ng C harges ("M R C s"),including
charges fo r unaut horiz ed or fra udulent use originating on the C ity 's side of the netw ork;and,all
4
Docusign Envelope ID:F5F57330-83C8-4689-8F96-BD332AF08557
Docusign Envelope ID:CDB684B9-C6F 5-4E10-940-C5D5270A2820
Contract No.23-628-01
fees,taxes,surcharge,including,but not limited to,the EVSF and LNP surcharges for voice
service and the Video Content Surcharge for video,and other charges that apply to the City,
Services,or the products provided under this Agreement;(b}interest calculated at one percent
(1%)per month (or the highest rate allowed by law)on amounts not paid within thirty (30)days
from the due date.
Invoices shall include a detailed description of the Services (or portions thereof}provided,and
shall be prepared in accordance with Exhibit "B"and 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 avail itself to any of
the remedies set forth in Section 12 of this Agreement.including,without limitation,tennination
of this Agreement without further notice to Contractor.Upon termination,the City shall be fully
discharged from any and all liabilities,obligations,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.Subject to Section 13.6,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 HEALTH,WELFARE OR SAFETY
CONCERN,AS DETERMINED BY THE CITY OR A STATE OR FEDERAL
GOVERNING AUTHORITY,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
5
Docusign Envelope ID:F5F57330-83C8-4 689-8F96-BD332AF08557
Docu sign Envelope ID:CDB684 B9-C6F 5-4E10-9B40-C5D5270A2820
Contract No.23-628-01
A G RE E M E NT IS TE RM INATE D FO R C O N VEN IENC E BY THE CIT Y,CO NTRA CTO R
SH A LL BE PA ID FO R A NY S E RV IC ES SA TISFA CTO RILY PER FO RM ED UP TO THE
DATE O F TE R M INA TIO N ;FO LLO W ING W H IC H TH E C ITY SHAL L BE DISC HA R G ED
FR O M A N Y A ND A LL LI A B ILI TI E S,O B LI G ATIO NS,D U TIES,A ND TERM S A R ISIN G
O U T O F,O R BY VI R TU E O F,T H IS A G R EEM ENT .
5.3 TER M IN A TIO N FO R IN S O LV E N CY
The City also reserves the right to terminate the Agreement in the event the Contractor is
placed either in voluntary or involuntary bankr-uptcy 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.
S EC TIO N 6
IN D E M NIFIC ATIO N A ND IN SURA NC E R EQ UIR EM ENTS
6.1 IN DE M N IFIC ATIO N
Contractor agrees to indemnify,defend and hold harmless the City 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 INS U R A NC E R E Q UIRE M ENTS
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 Agreement,which could result in withholding of payments
or termination of the Agreement.
A.Workers'Compensation Insurance for all employees of the Contractor as
required by Florida Statute Chapter 440 and Employer Liability Insurance with a limit of no less
6
Docusign Envelope ID:F5F57330-83C8-4689-8F96-BD332AF08557
Docusign Envelope ID:CDB684B9-C6F 5-4E10-94 0-C5 5270A2820
Contract No.23-628-01
than $1,000,000 per accident for bodily injury or disease.Should the Contractor be exempt from
this Statute,the Contractor and each employee shall hold the City harmless from any injury
incurred during performance of the Contract.The exempt Contractor 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 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.If a general aggregate limit applies,
either the general aggregate limit shall apply separately to this project or the general aggregate
limit shall be twice the required occurrence limit.
C.Automobile Liability Insurance covering any automobile,if Contractor has no
owned automobiles,then coverage for hired and non-owned automobiles,with limit no less than
$2,000,000 combined per accident for bodily injury and property damage.
D.Professional Liability (Errors &Omissions)Insurance with limits no less than
$1,000,000 per occurrence or claim,and $2,000,000 policy aggregate.
E.Intentionally omitted.
F.Umbrella Liability Insurance in an amount no less than $10,000,000 in the
aggregate.The umbrella coverage must be as broad as the primary General Liability coverage.
G.Intentionally omitted.
D.Cyber Liability with limits no less than $1,000,000 per occurrence.and
$2,000,000 general aggregate covering claims involving privacy violations,information theft,
damage to or destruction of electronic information,intentional and/or unintentional release of
private information,alteration of electronic information,extortion and network security.
6.3 Additional Insured --City 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 Contractor who will immediately notify
the City 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 A.M.
Best rating of A:VII or higher.If not rated,exceptions may be made for members of the Florida
7
Docusign Envelope ID:F5F57330-83C8-4689-8F96-BD332AF08557
Docusign Envelope ID:CDB684B89-C6F5-4E10-9B40-C5D5270A2820
Contract No.23-628-01
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 review complete,certified copies of all required insurance policies,
including endorsements,required by these specifications,at any time.
CERTIFICATE HOLDER ON ALL COi MUST REA D:
CITY OF MIAMI BEACH
c/o EXIGIS Insurance Compliance Services
P.O.Box947
Murrieta,CA 92564
Kindly submit all certificates of insurance,endorsements,exemption letters to our servicing
agent,EXIGIS,at:
Certificates-miamibeach@riskworks.com
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,subject to Section 13.6
below,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 total amount due by the City to Contractor under the Agreement for the Term minus
any amounts already paid to Contractor by the City (the "Contract Sum"),in any case not to
exceed $100,000.00.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 the lesser of the Contract Sum or $100,000.00.
Notwithstanding the foregoing and any other term or condition of this Agreement,
subject to Section 13.6,Contractor hereby agrees that the City shall not be liable to the
Contractor for damages in an amount in excess of the Contract Sum or $100,000.00,
8
Docusign Envelope ID:F5F57330-83C8-4689-8F96-BD332AF08557
Docusign Envelope ID:CDB6849-C6F 5-4E10-9B40-C5D5270A2820
Contract No.23-628-01
whichever is less.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
DUT QF CARE[COMPLIANCE ITH APPLICABLE LAS/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
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 RIGrs;coPyRIGHT;CONFIDENTIAL FINDINGS
Any work product arising out of this Agreement prepared by the City,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 by the City 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
For a period of up to three (3)years following the date of final payment by the City to the
Contractor,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
Docusign Envelope ID:F5F57330-83C8-4689-8F96-BD332AF08557
Docusign Envelope ID:CDB684B9-C6F5-4E10-9840-C5D05270A2820
C ontract N o.23-628-01
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 which are pertinent to
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 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 Agreement,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
10
Docusign Envelope ID:FSF57330-83C8-4 689-8F96-BD332AF08557
Docusign Envelope ID:CDB684B9-C6F5-4E10-940-C5D05270A2820
Contract No.23-628-01
documents and records which involve cash,trade or volume discounts,insurance
proceeds,rebates,or dividends received,payroll and personnel records and supporting
documentation for the aforesaid documents and records.
(E)The 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)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 will not be unreasonably withheld and/or delayed.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.
11
Docusign Envelope ID:F5F57330-83C8-4 689-8F96-BD332AF08557
Docusign Envelope ID:CDB68489-C6F5-4E10-9B40-C5D5270A2820
Contract No.23-628-01
Additionally,Contractor shall comply fully with the City of Miami Beach Human Rights
Ordirance,codified in Chapter 62 of the City Code,as may be amended from time to time,
prohibiting discrimination in employment (Including Independent contractors),housing,public
accommodations,public services,and in connection with its membership or policies because
of actual or perceived race,color,national origin,religion,sex,intersexuality,gender identity,
sexual orientation,marital and familial status,age,disability,ancestry,height,weight,hair
texture and/or hairstyle,domestic partner status,labor organization membership,familial
situation,or political affiliation.
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 hereby certifies to the City that no individual member of Contractor,no employee,
and no subcontractor under this Agreement or any immediate family member of any of the
same is also a member of any board,commission,or agency of the City.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 Services;
(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 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 Services.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
12
Docusign Envelope ID:F5F57330-83C8-4689-8F96-BD332AF08557
Docusign Envelope ID:CDB6849-C6F5-4E10-940-C5D5270A2820
Contract No.23-628-01
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.
(D)REQUEST FOR RECORDS;NONCOMPLIANCE.
(1)A request to inspect or copy public records relating to this Agreement 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)It a civil action is filed against a Contractor to compel production of public records
relating to this Agreement,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 in this
Agreement 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 CONTRA CT O R HA S QUE S TIO N S R E GA RD ING TH E
A P P LI C ATIO N O F C H A P T E R 119,FLO R ID A S TATU TE S,TO TH E
C O N T RA CTO R 'S D U TY TO PR O V IDE P UBLI C REC O RD S
R E LA TIN G TO TH IS A GR E E ME NT,C O N TAC T TH E C USTO DIA N
O F P U B LI C R E C O RD S AT:
13
D ocusign Envelope ID :F5F 57330-83C 8-4 689-8F96-BD 332AF08557
Docusign Envelope ID:CDB684B9-C6F5-4E10-9B40-C5D5270A2820
Contract N o.23-628-01
CITY OF MIAMI BEACH
ATTENTION:RAFAEL E.GRANADO,CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH,FLORIDA 33139
E-MAIL:RAFAELGRANADO@MIAMIBEACHFL.GOV
PHONE:305-673-7411
10.8 FO RCE 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,storms,floods,hurricanes or tornadoes,earthquakes,or other acts of
God which prevent performance.Force Majeure shall not include 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,and (iv)of the anticipated period
of the delay,
(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 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
Maje ure 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.
14
Oocusign Envelope ID:F5F57330-83C8-4689-8F96-BD332AF08557
Docusign Envelope ID:CDB684B9-C6F5-4E10-9B40-C5D5270A2820
Contract No.23-628-01
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
subcontractor 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 subcontractor during the
contract Term.If Contractor enters into a contract with an approved subcontractor,the
subcontractor must provide the Contractor with an affidavit stating that the subcontractor
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)I the City has a good faith belief that a subcontractor 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 subcontractor.Contractor's
failure to terminate a subcontractor 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 subcontractor may file an action with the Circuit or
County Court to challenge a termination under the foregoing Subsection (B)1)or
(B)2)no later than 20 calendar days after the date on which the contract was
terminated.
(5)If the City terminates the Agreement with Contractor under the foregoing
Subsection (8)(1),Contractor may not be awarded a public contract for at least 1
year after the date of termination of this Agreement
10.10 CONTRATQRS COMPLIANCE yIIH ANTI-HUAAN TRAFFICKING LAyyS
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".
15
Docusign Envelope ID:F5F57330-83C8-4 689-8F96-BD332AF08557
Docusign Envelope ID:CDB684B9-C6F5-4E10-9B40-C5D5270A2820
Co ntract No.23-628-01
SECTION 11
NOTICES
Until changed by notice,in writing,all such notices and communications shall be addressed as
follows:
TO CONTRACTOR:
TO CITY:
Alex Bravo
Hotwire Communications LTD
2100 West Cypress Creek Rd
Fort Lauderdale,FL 33309
Ph:484-572-6003 [800-355-5668
Email:alex.bravo@hotwiremail_com
With a copy to:Legal Department,
hotwirecounsel@hotwiremail.com
Frank Quintana
Chief Information Officer
Information Technology Department
1755 Meridian Ave.
Miami Beach,FL 33139
Ph:305-673-7000 ext.26150
Email:frankquintana@miamibeachfl.qoy
All notices mailed electronically to either party shall be deemed to be sufficiently transmitted.
SECTION 12
REMEDIES
12.1 In the event of a material breach of this Agreement by Contractor which shall continue
for ten (10)or more days after written notice of such breach (including a reasonably detailed
statement of the nature of such breach)shall have been given to Contractor by the City,the City
will be entitled to avail itself cumulatively of any and all remedies available at law or in equity
(provided such remedies are not otherwise limited under the terms of this Agreement)and
either:(1)suspend performance of its payment obligations under the Agreement for as long as
the breach continues uncorrected;or (2)terminate this Agreement by written notice to
Contractor if the breach remains uncorrected.The following shall constitute a "material breach"
of this Agreement:(1)violation by Contractor of any State,Federal or local law,or failure by
Contractor to comply with any applicable States and Federal service standards,as expressed
by applicable statutes,rules and regulations;(2)failure by Contractor to carry applicable
licenses or certifications as required by law;(3)failure of Contractor to comply with reporting
requirements contained herein;(4)inability of Contractor to perform the work or Services
provided for herein or in accordance with the terms and conditions of this Agreement including,
without limitation,all of the terms and conditions set forth in Sections 2,4,6,9,and 10 of this
Agreement;(5)failure to secure any consents from the City as required under the terms of this
Agreement;and (6)failure of Contractor to otherwise comply with any other material terms of
this Agreement.
12.2 In the event of:(1)any failure by City for forty-five (45)or more days to make any
payment when due (for reasons other than a material breach on the part of the Contractor,as
16
Docusign Envelope ID:F5F57330-83C8-4689-8F96-BD332AF08557
Docusign Fnvelope ID:CDB684B9-C6F5-4E10-9B40-C5D5270A2820
Contract No.23-628-01
provided in this A greem ent,or (2)any other material breach of this Agre em ent by City w hich
shall continue fo r forty-five (45)or more days after w ritten notice of such breach (including a
rea sonably detailed statem ent of the nature of such breach)shall have been given to City by
Co ntra ct or,Contractor shall be entitl ed to avail itself cum ulatively of any and all remedies
available at law or in equity (provided such rem ed ies are not oth erw ise lim ited under the term s
of this A greem ent)and either:(1)suspend performance of its obligations under this Agree ment
for as long as the brea ch rem ains uncorrected;or (2)term inate this Agree ment by w ritten notice
to C ity if the breach rem ains unco rrected.
12.3 N otwi thstanding the abo ve,Contractor shall not be relieved of liabili ty to th e City fo r
dam ages sustained by the City by virtue of any breach of this Agreement by Contractor
described in Section 12.1 above and,after pro viding Co ntractor w ith writt en notice of breach as
set fort h in Se ction 12.1,the City m ay w ithhold any payments to Contractor fo r the purp ose of
set-o ff of any dam ages,as agree d upon or finally adjudica ted,against such payment.The City
res erv es all rights and rem ed ies under applica ble laws.
SECTION 13
MISCELLANEOUS PROVISIONS
13.1 CHANGES AND ADDITIONS
This A gree m ent cannot be modified or ame nded without the expres s w ritten consent of the
parti es.No m od ification,am endm ent,or altera tion of the terms or conditions contained herein
shall be effective unless containe d in a w ritten docume nt executed w ith the sam e form ality and
of eq ual dignity here w ith.
13.2 SEVERABILITY
If any term or pro vision of this A greem e nt is held invalid or unenforce able,the remai nder of thls
A gre em e nt shall not be affect ed and every other term and provision of this Agreement shall be
valid and be enforce d to the fullest ext ent pe rm itted by law .
13.3 WAIVER OF BREACH
A party's failure to enforce any provision of this Agree m ent shall not be deem ed a w aiver of
such pro vision or m odifica tion of this A greem ent.A pa rty's waiver of any breach of a pro vision
of this A greem ent shall not be de em ed a waiver of an y subse quent breach and shall not be
constru ed to be a m odifica tion of the term s of this Agreem ent.
13.4 JOINT PREPARATION
The part ies he reto acknow led ge that they ha ve sought and received whatever co m petent advice
and counsel as w as nece ssary for them to fo rm a fu ll and com plete understanding of all rights
and obligations herein and that the preparation of th is Agreem ent has bee n a joint effort of the
parties,the language has been agreed to by parties to express their mutual intent and th e
re sulti ng docum ent shall not,sole ly as a m atter of judicial construction,be constru ed more
severe ly against one of the parti es than the other.
17
Docusign Envelope ID:F5F57330-83C8-4 689-8F96-BD332AF08557
Docusign Envelope ID:CDB684B9-C6F5-4E10-9B40-C5D5270A42820
Contract No.23-628-01
13.5 ENTIRETY OF AGREEMENT
Th e C ity and Contra ctor agree th at this is the entire agreem ent betw een the parties .This
A greem e nt supersedes all prior neg otiations,co rr espondence,conversations,agreem ents or
unders tandings applica ble to the m atters contained herein,and there are no co m m itm ents,
agreem e nts or understa ndings co ncern ing the subject matter of this Agreem ent that are not
co ntained in this docum ent.T itle and para gra ph headings are for convenient re ference and are
not intended to confer any rights or obligations upon the parties to this Agreem ent.
13.6 ENFORCEMENT COSTS
In any le gal proceeding to interp ret or enfor ce the term s of this Agreem ent,the prevailing party
m ay re cover fro m the other party ,in addition to other relief,all co sts and expenses,inc luding
w itho ut lim itatio n reasonable legal fees,and court costs,incurred by th e prevailing party.
13.7 BINDING EFFECT
T he Agree m e nt and all exhibits and addenda atta ched th ereto shall be binding upo n and inure
to the be nefit of the Part ies hereto,their succ essors and perm itted assign.
[REMAINDER O F T H IS PAG E LEFT INTENTIONALLY BLANK]
18
Docusign Envelope ID:F5F5733O-83C8-4689-8F96-BD332AFO8557
Docusign Envelope ID:CDB6A4B9-C6F54E 10-9B40-C5D527O4282O
Contract No.23-628-01
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:LG.s...•R f I E G FAB8{lA0{lf'B5E:4CrkF...afael.iranado,City Cle
11/5/2024 I 11:11 EST[)a[e,
FOR CONTRACTOR:
HOTWIRE COMMUNICATIONS,LTD.
By:Hotwire 1munications,LLC
Its General rtner
19
CITY OF MIAMI BEACH,FLORIDA
APPROVED AS TO
FORM &LANGUAGE
&FOR EXECUTION
a Kw>lr
iasoWily "
Docusign Envelope ID:F5F57330-83C8-4689-8F96-BD332AF08557
Docusign Envelope ID:CDB6849-C6F5-4E10-9840-C5D5270A2820
EXHIBIT A
HOTWIRE ADDITIONAL TERMS AND CONDITIONS
20
Contract No.23-628-01
Docusign Envelope ID:F5F57330-83C8-4689-8F96-BD332AF08557
Docusign Envelope ID:CDB684B89-C6F5-4E10-9B40-C5D5270A42820
f ..sin fl
WORK
our Business
Sharper.Faster.Smarter with Fiber Optics
HOTWIRE ADDITIONAL TERMS AND CONDITIONS
1.PROVISION OF SERVICES.Each order form,work invoice,or other form of order for service,equipment or materials
as specified in the Proposal Documents or a subsequent Change Order or other service order agreed upon by the parties
(Serice Order")will specify communications services ordered from Hotwire Communications,Ltd.(Hotwire"or
Contractor),including but not limited to voice,high speed Internet,security,and video services (together,"Services"),
equipment or materials to be sold,licensed,or leased to City of Miami Beach ("Customer"or the "City)(collectively,
"Products"),delivery location (the "Premises"),prices,and term commitments for Service or Products.Hotwire retains title
to all Products not sold to Customer.Hotwire will use commercially reasonable efforts to deliver Services in a manner that
creates a smooth transfer from Customer's current provider.
2.CUSTOMER'S OTHER OBLIGATIONS.Customer shall (a)ensure compatibility of its equipment with Hotwire
Serices and Products;(b)provide and maintain safe and adequate electric power,equipment space,climate control
(including 60-80 degrees Fahrenheit temperature),work conditions access,and use of rights-of-ways;(c)not encumber
Hotwire's equipment,facilities,or Products;(d)operate,maintain,and secure its own equipment and facilities;(e)submit
a written dispute within ninety (90)days from the date of any invoice that is the subject of a claimed dispute or forever be
barred from raising a dispute or defense to payment of such invoiced amounts;provided however,that any payment errors
discovered as a result of an audit shall be subject to adjustment even if discovered beyond the ninety (90)day period;(f)
pay for any damage to equipment or facilities caused by Customer's negligence,gross negligence or intentionally wrongful
act or omission;however,Customer shall not be responsible for any damage caused by electricity,fire,lightning,or other
casualty,even if not covered by Hotwire's insurance;(g)provide sixty (60)days advance written notice of any change of
address or move of the Services from the Premises;(h)upon Hotwire or Customer suspending or canceling the Services,
return,within ten days,in good working order and condition,all Products leased or licensed by Customer or pay Hotwire
the value,as of the Effective Date,of all leased or licensed Products (the "Equipment Fee")and (@)not to use the Services,
the Products or any facilities or equipment of Hotwire in any unlawful way or for any unlawful purpose,or for sending or
receiving improper content,or for infringing intellectual property right(s).
3,DELIVERY OF PRODUCTS AND SERVICES.If Customer cancels a Service Order before the Effective Date,then
Customer shall pay the Equipment Fee plus a cancellation cost of $35 per voice line,and $750 for high-speed Internet
services;however,Customer shall not be responsible for the foregoing cancellation cost if Customer cancels a Service
order after the Effective Date.Subject to Section 10.8 the Agreement,Hotwire may terminate the Agreement without
further liability to Customer,upon one hundred fifty (150)days'written notice to Customer,it the underlying facilities or
services required by Hotwire to provide Services become unavailable or it the price of the underlying services or facilities
increases to the extent that continued provisioning of Services becomes commercially unreasonable,as determined in
Hotwire's sole discretion.The Serice may include use of certain equipment owned by Hotwire and located at the
Customer's premises (Hotwire Equipment'or "Equipment),but title to the Hotwire Equipment will remain with Hotwire.
Customer must provide electric power for the Hotwire Equipment and must keep the Hotwire Equipment physically secure
and free from liens and encum brances;however,Hotwire will bear the risk of loss or damage,other than ordinary wear
and tear,to Hotwire Equipment.
4.SERVICE SUSPENSION.Hotwre may suspend or terminate Services if:(a)Customer's payment is rejected or
Customer does not pay all amounts by the due date upon ten (10)days'notice,or longer notice if required by state law;
(b)Customer violates the Hotwire policies posted at www.fisionwork.com;(c)Customer becomes insolvent or bankrupt;or
(d)Customer is involved in suspected or actual fraud,misrepresentation,or other violation of law ("Cause").
5.SYSTEM REPAIR AND MAINTENANCE.Hotwire reserves the right to disrupt Services at any time,without notice for
emergency maintenance or repair.
6.LIMITATION OF LIABILITY.THE AGGREGATE LIABILITY OF HOTWIRE FOR ANY AND ALL LOSSES,DAMAGES
AND CAUSES ARISING OUT OF THE AGREEMENT,AND NOT OTHERWISE LIMITED HEREUNDER,WHETHER IN
CONTRACT,TORT,OR OTHERWISE,SHALL NOT EXCEED THE AMOUNT OF DIRECT DAMAGES EQUAL TO THE
SUM TOTAL OF PAYMENTS MADE BY CUSTOMER TO HOTWIRE DURING THE THREE (3)MONTHS IMMEDIATELY
PRECEDING THE EVENT FOR WHICH DAMAGES ARE CLAIMED.THIS LIMITATION SHALL NOT APPLY TO
HOTWIRE'S INDEMNIFICATION OBLIGATION UNDER SECTION 6.1 OF THE AGREEMENT INCLUDING,WITHOUT
LIMITATION,ALL CLAIMS,LOSSES,COSTS AND ATTORNEY'S FEES COVERED BY SUCH INDEMNIFICATION.
ADDITIONALLY,TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,NEITHER PARTY WILL BE LIABLE
FOR PUNITIVE,RELIANCE,OR SPECIAL DAMAGES,AND INDIRECT OR CONSEQUENTIAL DAMAGES,INCLUDING
BUT NOT LIMITED TO LOST PROFITS OR REVENUE OR INCREASED COSTS OF OPERATION.THESE LIMITATIONS
APPLY EVEN IF THE DAMAGES WERE FORESEEABLE OR THE PARTIES WERE TOLD THEY WERE POSSIBLE,NO
MATTER HOW THAT CLAIM IS STYLED OR ON WHAT LEGAL GROUNDS (SUCH AS CONTRACT,TORT,STATUTE,
MISREPRESENTATION)IT IS BASED.HOTWIRE WILL NOT BE LIABLE FOR ANY DAMAGES,AND WILL BE LIABLE
ONLY FOR THE AMOUNT OF HOTWIRE'S CHARGES FOR THE SERVICES DURING THE AFFECTED PERIOD,IF
SERVICES ARE INTERRUPTED,OR THERE IS A PROBLEM WITH HOTWRE'S SERVICES CAUSED BY AN ACT OR
2100 West Cypress Crook Road [Fart Laudordi0,FL 33309
Docusign Envelope ID:F5F57330-83C8-4689-8F96-8D332AF08557
Docusign Envelope ID:CDB684B9-C6F5-4E10-940-C5D5270A2820
f ..IS1on ?
WORK I Your Business
Sharper.Faster.Smarter with Fiber Optics
OMISSION OF ANOTHER PERSON OR PROVIDER FURNISHING A PORTION OF THE SERVICES (I.E.,DIRECTORY
LISTINGS,911,E911).
THIS SECTION WILL SURVIVE EXPIRATION OR TERMINATION OF THE AGREEMENT.
7.DISC LA IM ER S.HOTW IRE MAKE S NO WARRA NTIES,EXPRE SS OR IMPLIED,EITHER IN FACT OR BY
OPERATION OF LAW,STATUTORY OR OTHERWISE,INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6,OUTAGE CREDITS.Hotwre's sole responsibility for any Product failure shall be that Product's repalr or replacem ent,
at Hotwire's option.Hotwire's sole responsibility for any unsch eduled interruption of Services ,defined as failure to provide
a sorlce level 0f 99 ,999 %or more (a "Service Disruption")shall be the issuance of outage credits.Outage duration is
measured from the time that Hotwire opens or issues a trouble ticket number for a Serice Disruption,Credits only apply
to Service Disruptions caused by problems with Hotwire's netwo rk,ma y not exceed the total MRC for an affected Service
during any single month,and wll appear on the Customer's next monthly invoice after a Service Disruption.The followi ng
credits apply to each type of Serice:for the Service affected by a Serice Disruption that lasts for more than forty-five (45)
continuous minutes,the pro-rated dally MRC for the period during which the Service ls affected.
2I0 e s .ypress Creek koao ]For Lauderdare,F 33.309
Docusign Envelope ID:F5F57330-83C8-4689-8F96-BD332AF08557
Docusign Envelope ID:CDB684B9-C6F5-4E10-9B840-C55270A2820
EXHIBIT B
COST PROPOSAL
ltem
A3
A4
Description
1001egaBts per second
,(ncdude po t tee)500 Mega/ts er second
indude tie
Quantity U/
s
s
Unit Cost
700.00
Total
(Quant!Un!Cost
s $700.00
-.!-ea
1 Ggatit per second,(ncud@ ottee)!,fa ,s 1,050.00
IO Gigatts per second )0aidpone»-'.,s 9500.00
40 Gigatts per second
ndude tee
,10000
,5500.00
,16,500.00
$24,100.00
2 Gig abit per second
A8 (inclu de port fee)t Each $2,000.00 $2,000.00
5 Gigabit per second
A9 ('include port fee)1 Each $4,000.00 $4,000.00
Docusign Envelope ID:F5F57330-83C8-4689-8F96-BD332AF08557
Docusign Envelope ID:CDB684B9-C6F5-4E10-9B40-C5D5270A2820
Contract No.23-628-01
EXHIBIT C
HUMAN TRAFFICKING AFFIDAVIT
In accordance with Section 787.06 (13),Florida Statutes,the undersigned,on behalf of Hotwire
Communications,Ltd,(Contractor")hereby attests under penalty of perjury that Contractor
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 Contractor.
HOTWIRE COMMUNICATIONS,LTD,a Pennsylvania limited partnership.
By:HOTWIRE COMMUNICATIONS,LLC,a Pennsylvania limited liability company,
Its General Partner
Kristen ~h;ef Executive Officer
State of
coony or men±qo re4
The foregoing instrument was acknowledged before me by means~physical presence or D
online notarization,this Io[1[24 by Kristen Johnson,as Chief Executive Officer of Hotwire
Communications,LLC,a Pennsylvania limited liability company,the General Partner of Hotwire
Communications,Ltd.,a Pennsylvania limited partnership,to me to be the person described
herein,or who produced_dfvrs license.as identification,and who did/did
not take an oath.
(Print Name)
My commission expires:r/1:r/;;2o;;1.]o
22
Commonwealth of Pennsylvania -Notary SealJESSICASMITH,Notary PublicMontgomeryCounty
My Commission Expires August 17,2026CommissionNumber1283944
Docusign Envelope ID:F5F57330-83C8-4 689-8F96-BD332AF08557
Docusign Envelope ID:CDB684B9-C6F5-4E10-9B40-C5D5270A42820
R ESO LUTIO N NO.2024-32866
A RE S O LUT IO N O F THE MA YO R AND CITY CO M M ISSIO N OF THE CITY O F
M IA M I BEACH,FLORIDA,ACCEPTING THE RECOMMENDATION OF THE
CITY MANAGER,PURSUANT TO RFP 2023-628-LB FOR WIDE AREA
NETWORK AND INTERNET SERVICES;AUTHORIZING THE
ADMINISTRATION TO ENTER NEGOTIATIONS WITH HOTWIRE
COMMUNICATIONS LTD FOR INTERNET CONNECTIVITY (GROUP 1)AND
AT&T CORP FOR WIDE AREA NETWORK SERVICES (GROUP 2);ANO
FURTHE R AUTHO RIZI N G THE CITY M ANAG ER A N D CITY CLERK TO
EX E CU T E AG REEM ENTS WI TH EACH FIRM UPO N THE CO NCLUSION OF
S U CCE S S FU L NEG O TIA TIO NS BY THE ADMINISTRA TIO N.
W HE R EA S,on September 13,2023,the Mayor and City Commission authorized the
issuance of Request for Proposals (RFP)No.RFP 2023-628-LB for Wide Area Network and
Internet Connectivity Services;and
W HE R EA S ,on October 18,2023,the City received proposals from the following four (4)
firms:AT&T Corp,Comcast Business Communications LLC,Crown Castle Fiber LLC,Hotwire
Communications LTD;and
W H E RE AS ,the bid submitted by Crown Castle Fiber LLC failed to provide a completed
Cost Proposal Form as required in the RFP;and
W HE R EA S ,the proposal has been deemed non-responsive and cannot be further
considered;and
W H E REA S ,on October 12,2023,the City Manager appointed the Evaluation
Committee via L TC #458-2023;and
W H E R EA S ,the Committee was comprised of Francisco Garcia,Fleet and Facilities
Division Director;Lazaro Guerra,Public Safety Communications Division PSCU Administrator;
Shari Lipner,Emergency Management Division Administrator;Omar Mendoza,Public Works
Principal Engineer;and Frank Quintana,Information Technology Chief Information Officer;and
W H E R EA S,the Evaluation Committee convened on October 27,2023,to consider the
proposals received;and
W H E REA S ,the Committee was provided an overview of the project,information relative
to the City's Cone of Silence Ordinance,the Government Sunshine Law,and general
information on the scope of services and a copy of each proposal;and
W H E R EA S ,the Committee was instructed to score and rank each proposal pursuant to
the evaluation criteria established in the RFP;and
W HE RE A S ,the evaluation process resulted in the proposers being ranked by the
Evaluation Committee in the following order:
Group 1 Internet Connectivity1-Comcast Business Communications LLC
24-Hotwire Communications LTD
3"--AT&T Corp.
Page 66 of 2002
Docusign Envelope ID:F5F57330-83C8-4689-8F96-BO332AF08557
Docusign Envelope ID:CDB684B9-C6F 5-4E10-9B40-C55270A2820
G roup 2 W ide A rea Netw ork (WA N)Connectivity
1-AT&T Corp.
24 -Comcast Business Communications LLC
W H E R E A S ,with regard to Group 1 --internet connectivity,the evaluation process,which
includes a consideration of qualifications,scope of services,and cost,resulted in Comcast as
the top-ranked bidder,closely followed by AT&T as the second-ranked bidder;and
W H E R EA S ,Section 2-369 of the City Code requires that,in determining the lowest and
best bidder,in addition to price,there shall be considered the following:
(1)The ability,capacity,and skill of the bidder to perform the contract.
(2)Whether the bidder can perform the contract within the time specified,without delay
or interference.
(3)The character,integrity,reputation,judgment,experience,and efficiency of the
bidder.
(4)The quality of performance of previous contracts.
(5)The previous and existing compliance by the bidder with laws and ordinances-
relating to the contract;and
W H E R EA S ,both Comcast and Hotwire have previously performed work for the City.
Hotwire Communications has perfonned well,with the City not experiencing any major
deficiencies in the internet services that are so critical to City operations;and
W H E R EA S ,the City has,however,experienced significant deficiencies with Comcast's
performance;and
W H E R E A S ,the City has experienced inconsistent internet services relating to the
revenue control and access systems at the City's parking garage;and
W H E R EA S ,during this term,Comcast experienced multiple extended outages that
forced the Skidata system to be unavailable,with these service interruptions forcing the Parking
Department to open access to garages without the ability to collect payments,resulting in a loss
of revenue for the City;and
WH E R EA S ,based on this prior performance,the Chair of the Evaluation Committee
stated that they could not support continuing to do business with Comcast Business
Communications LLC as the City continues to experience an extended outage relating to critical
data center connectivity that began in December of 2021 and remains ongoing;and
WH E R EA S ,when services transitioned to Hotwire in 2018 under the current agreement,
Comcast was the only vendor capable of providing the required services in the affected area,
and,therefore,those services were not transitioned to Hotwire.However,despite multiple
attempts by the City to correct the outage with Comcast,the matter remains unresolved;and
2
Page 67 of 2002
Docusign Envelope ID:F5F57330-83C8-4689-8F96-BD332AF08557
Docusign Envelope ID:CDB684B9-C6F5-4E10-9B40-C5D5270A2820
WHEREAS,with regard to the evaluation process,which resulted in Comcast being
deemed top-ranked,it is important to note that when cost is not considered,the Evaluation
Committee ranked Comcast in last place of the three proposals considered;and
WHEREAS,Comcast's first-place rank is primarily attributable to the points it received
for the cost portion of the evaluation criteria,where it submitted a cost proposal that was
approximately 50%less than the cost proposal submitted by Hotwire and AT&T;and '
WHEREAS,however,any financial benefits that could be experienced by the City if it
were to award a contract to Comcast would ·likely be short-lived as Comcast took several
exceptions to the terms and conditions of the RFP,including reserving the right to increase
prices at any time throughout the contract period;and
WHEREAS,given Comcast's prior performance and the fact that the Evaluation
Committee,when considering qualifications and scope of services,deemed Comcast to be the
lowest-ranked bidder,as well as the exceptions that Comcast took to the terms and conditions
of the RFP with regard to pricing,staff does not believe it is prudent to award a contract to
Comcast for internet services;and
WHEREAS,instead,staff recommends that internet services be awarded to Hotwire
Communications,the top-ranked bidder when qualifications and scope of services are
considered,and the second-ranked bidder overall when cost points are added;and
WHEREAS,with regard to Group 2-WAN services,the evaluation process resulted In
AT&T being top-ranked when qualifications,scope of services,and cost are considered.AT&T
Is the current provider of WAN services and has performed well throughout the contract term.
NOW,THEREFORE,BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH,FLORIDA.that the Mayor and City
Commission hereby accept the recommendation of the City Manager,pursuant to RFP 2023-
628-LB for wide area network and internet services;authorize the Administration to enter
negotiations with Hotwire Communications LTD for internet connectivity (Group 1)and AT&T
Corp for wide area network services (Group 2);and further authorize the City Manager and City
Clerk to execute agreements with each firm upon the conclusion of successful negotiations by
the dministration.
PASSED AND ADOPTED this 3/
ATTEST:
Rafael E.Granado,City Clerk
FEB
day r J4wu«Vy_2023.
Page 68 0f 2002
Docusign Envelope ID:F5F57330-83C8-4689-8F96-BD332AF08557
Docusign Envelope ID:CDB684B9-C6F 5-4E10-940-C5D5270A2820
Competitive Bid Reports-C2 CG
MIAMI BEACH
COMMISSION MEMO RAN DUM
To:Honorable Mayor and Members of the City Commission
FROM:Alina T.Hudak,City Manager
DATE:January 31,2024
SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH,FLORIDA,ACCEPTING THE RECOMMENDATION OF
THE CITY MANAGER,PURSUANT TO RFP 2023-628-LB FOR WIDE AREA
NETWORK AND INTERNET SERVICES;AUTHORIZING THE
ADMINISTRATION TO ENTER NEGOTIATIONS WITH HOTWIRE
COMMUNICATIONS LTD FOR INTERNET CONNECTIVITY (GROUP 1)AND
AT&T CORP FOR WIDE AREA NETWORK SERVICES (GROUP 2);AND
FURTHER AUTHORIZING THE CITY MANAGER AND CITY CLERK TO
EXECUTE AGREEMENTS WITH EACH FIRM UPON THE CONCLUSION
OF SUCCESSFUL NEGOTIATIONS BY THE ADMINISTRATION.
---------.
RE COMMENDATION
It is recommended that the Mayor and City Commission approve the Resolution accepting the
City Manager's recommendation,pursuant to RFP 2023-628-LB for wide area network and
internet service s,authorizing the Administration to enter negotiations with Hotwire
Communications LTD for internet connectivity (Group 1)and AT&T Corp for wide area network
services (Group 2).The Resolution also authorizes the City Manager and City Clerk to execute
agreements upon the conclusion of successful negotiations.
This solicitation is currently under the cone of silence.
BACKGROUND/HISTORY
The City operations require intemet connectivity and wide area network (WAN)services,an
electronic network that connects devices across the organization.The services are required for
most of the City's operational needs,including but not limited to cross-functional data
transmission,life safety systems,access control and facilities management needs,and public
wireless internet connectivity.Internet connectivity services are currently provided by Hotwire
Communications.WAN services are currently provided by AT &T.
In order to consider replacement agreements for these services,Request for Proposals (RFP)
No.RFP 2023-628-LB for Wide Area Network and I ntemet Connectivity Services was
developed to seek proposals from qualified parties.
ANALYSIS
Page 60 of 2002
Docusign Envelope ID:F5F57330-83C8-4689-8F96-BO332AF08557
Docusign Envelope ID:CDB684B9 C6F54E10-9B40-C5D5270A2820
On September 13,2023,the Mayor and the City Commission authorized the issuance of
Request for Proposals (RFP)No.RFP 2023-628-LB for wide area network and internet
connectivity services.On September 13,2023,the RFP was issued.A voluntary pre-proposal
conference was held to provide information to proposers submitting a response on September
28,2023.The Procurement Department issued bid notices to 10,904 companies through the
City's e-procurement system,with 57 prospective bidders accessing the advertised solicitation.
RFP responses were due and received on October 18,2023.The City received four (4)
proposals from the following firms:
AT&T Corp
Comcast Business Communications LLC
Crown Castle Fiber LLC
Hotwire Communications LTD
The bid submitted by Crown Castle Fiber LLC failed to provide a completed Cost Proposal
Form as required in the RFP Therefore,the proposal has been deemed non-responsive and
cannot be further considered.
On October 12,2023,the City Manager appointed an Evaluation Committee via LTC #458-
2023 to consider the proposals received.The Committee was comprised of Francisco Garcia,
Fleet and Facilities Division Director,Lazaro Guerra,Public Safety Communications Division
PSCU Administrator;Shari Lipner,Emergency Management Division Administrator;Omar
Mendoza,Public Works Principal Engineer;and Frank Quintana,Information Technology Chief
Information Officer.The Evaluation Committee convened on October 27,2023,to consider the
proposals received.
The Committee was provided an overview of the project,information relative to the City's Cone
of Silence Ordinance,and the Government Sunshine Law.The Committee was also provided
with general information on the scope of services and a copy of each proposal.The Committee
was instructed to score and rank each proposal pursuant to the evaluation criteria established in
the RFP.
The evaluation process resulted in the ranking of proposers as indicated below and in
Attachment A.
Group 1 lntemnet Connectivity
1st--Comcast Business Communications
LLC
2nd --Hotwire Communications LTD
3rd --AT&T Corp.
With regard to Group 1-intemet connectivity,the evaluation process,which includes a
consideration of qualifications,scope of services and cost,resulted in Comcast as the top-
ranked bidder,closely followed by AT&T as the second-ranked bidder.However,Section 2-369
of the City Code requires that,in determining the lowest and best bidder,in addition to price,
there shall be considered the following:
(1)The ability,capacity and skill of the bidder to perform the contract.
(2)Whether the bidder can perform the contract within the time specified,without delay or
interference.
(3)The character,integrity,reputation,judgment,experience and efficiency of the bidder.
(4)The quality of performance of previous contracts.
(5)The previous and existing compliance by the bidder with laws and ordinances relating to
Page 61 of 2002
Group 2 W/AN Services
1st--AT&T Corp.
2nd -Comcast Business Communications
LLC
Docusign Envelope ID:F5F57330-83C8-4689-8F96-BD332AF08557
Docusign Envelope ID:CDB684B9-C6F5-4E10-9B40-C5D5270A2820
the contract.
Both Comcast and Hotwire have previously performed work for the City.Hotwire
communications has perfonned well with the City not experiencing any major deficiencies in the
Internet services that are so critical to City operations.The City has,however,experienced
significant deficiencies with Comcasts'perfonnance.
The City has experienced inconsistent internet services relating to the revenue control and
access systems at the City's parking garage.During this term,Comcast experienced multiple
extended outages that forced the Skidata system to be unavailable.These service interruptions
forced the Parking Department to open access to garages without the ability to collect
payments,which caused a loss of revenue for the City.Based on this prior perfonnance,the
chair stated that they could not support continuing to do business with Comcast Business
Communications LLC.Additionally,the City continues to experience an extended outage
relating to critical data center connectivity that began in December of 2021 and continues today
for critical services that remain unresolved.When services were transitioned to Hotwire in 2018
under the current agreement,Comcast was the only vendor capable of providing the required
services in the affected area,and,therefore,those services were not transitioned to Hotwire.
However,despite multiple attempts by the City to correct the outage with Comcast.the matter
remains unresolved.
Finally,with regard to the evaluation process,which resulted in Comcast being deemed top-
ranked,it is important to note that when cost is not considered,the Evaluation Committee ranked
Comcast in last place of the three proposals considered.Comcast's first-place rank is primarily
attributable to the points it received for the cost portion of the evaluation criteria,where it
submitted a cost proposal that was approximately 50%less than the cost proposal submitted by
Hotwire and AT&T.However,any financial benefits that could be experienced by the City if it
were to award a contract to Comcast would likely be short-lived as Comcast took several
exceptions to the terms and conditions of the RFP,including reserving the right to increase
prices at any time throughout the contract period.
Given Comcast's prior perfonnance and the fact that the Evaluation Committee,when
considering qualifications and scope of services,deemed Comcast to be the lowest-ranked
bidder,as well as the exceptions that Comcast took to the terms and conditions of the RFP with
regard to pricing,staff does not believe it is prudent to award a contract to Comcast for internet
services.Instead,staff recommends that internet services be awa rd ed to Hotwire
Communications,the top-ranked bidder when qualifications and scope of services are
considered,and the second-ranked bidder overall when cost points are added.
With regard to Group 2 -WAN services,the evaluation process resulted in AT&T being top-
ranked when qualifications,scope of services,and cost are considered.AT&T is the current
provider of WAN services and has performed well throughout the contract term.
SUPPORTING SURVEY DATA
Not Applicable.
FINANCIAL INFORMATION
The department's annual budget is approximately $500,000 for this project but may vary year to
year depending on budget appropriations.It Is not anticipated.that grant funding will be utilized
for this Project.
Page 62 of 2002
Docusign Envelope ID:F5F57330-83C8-4689-8F96-BD332AF08557
Docusign Envelope ID:CDB684B9-C6F5-4E 10-9B40-C5D5270A2820
A m ou nt(s)/A ccount(s):
550-0640-000316-14-414-582-00-00-00-..................$500,000.00
CONCLUSION
Based on the foregoing,the Administration recommends that the Mayor and City Commission
of the City of Miami Beach approve the Resolution accepting the City Manager's
recommendation,pursuant to RFP 2023-628-LB for wide area network and internet services,
authorizing the Administration to enter negotiations with Hotwire Communications LTD for Group
1 -intemet connectivity and AT&T Corp for Group 2-wide area network services,and
authorizing the City Manager and City Clerk to execute agreements upon conclusion of
successful negotiations.
wa s Ag enda Item initially requested by a lobbyist which,as defined in code Sec.2-481,
includes a p rincipal en gaged In lobbying?No.
Applicable Area
Citywide
ls thi s a "Res ide nts Right
to Know"item,pursuant to
City Code Section 2-14?
No
Strategic Connection
Non-Applicable
Does this item utilize G,0,
Bond Funds?
No
Legislative Tracking
Information Technology/Procurement
ATTACHMENTS;
Description
Attachment A
Resolution
Page 63 of 2002
Docusign Envelope ID:F5F57330-83C8-4689-8F96-BD332AF08557
FOR DISPLAY PUPOS€9NL.Y.FAL.RANNO DOS OT CONSTITUTEAN AMADO RECOAMENDOATON.
Page 64 of2002
7
RP7--LsWEAREANETWOKANDO re ctae urea Lunn Gr I gt tee taten !#rel leaNTEETcON&cTTY 1 Lpeow 1SE«cs ggato
1tat
ae rrprt a«er to attach»tuttt .we we -two we tat @are rtwo tttt ate Qare ttot..4$2 z cz a t -~t --tr P tIcoat2-%t -4 ta -4 I -~-10 10 0 .
toe a m TI M M td ta ~M ta #t t .
Docusign Envelope ID:F5F57330-83C8-4689-8F96-BD332AF08557
Docusign Envelope ID:CDB684B9-CGF5-4E10-9B40-C5D5270A2820
re rn»LuawoeAAreorr ht et Lutao do f leer her ta ft @ta
ceetcterr ea»I I I I=l
autuirote [-[e-+-[+]«e-+[a·[+«aa+[on+[u o+pa-{"-cootcr ¢.
I'tr -1 •7 y t '49 n •t $1 t t m 2 9)1 .t
ha uc ta -g I e M e 8 m ,2 4)n r3 I Mo e9 '
FO Luer UOAt A O.¥,Fu,RNONO OT OSITU A MooecouroAtow
Page 65 of 2002
Docusign Envelope ID:F5F57330-83C8-4689-8F96-BD332AF08557
Docusign Fnvelope ID:CDB684B9-C6F5-4F10-9B40-C5D05270A2820
MIAMIBEACH EI1TE7EEETTiiCTEET.LEE:Eu
23-628-01 INTERNET CONNECTIVITY SERVICES-GROUP 1
i ff)g E7TIT1IT77EI7ITT7
HOTWIRE COMMUNICATIONS,LTD.INFORMATION TECHNOLOGY
rJ [}]le Ge.sledy:3E.II ;['/'ET,t.a 1fut]UT]
t a-
Frank Quintand 3 Mark Taxis Mak,/«yd
-if'\..-·-]qT[BJ'i!}-re •.-E9AC051F2AA41A
X Type 1-Contract,amendment,change order or task order resulting from a procurement-issued competitive solicitation.
Type 2 -Other contract,amendment,change order or task order not resulting from a procurement-issued competitive solicitation.
Type 3-Independent Contractor Agreement (ICA)I Type 6 -Tenant Aereement
Type 4 -Grant agreements with the City as the recipient ]Type 7 --Inter-governmental agency agreement
Type 5-Grant agreements with the City as the granter I Other:
.M4 ::'II•$t .t 4f Ml4,1ta -~
On January 31,2023,the Mayor and City Commission adopted Resolution 2024-32866,accepting the recommendation of the
City Manager pursuant to Request for Proposals (RFP)No.2023-628-LB-for Wide Area Network and Internet Connectivity
authorizing the Administration to enter into negotiation with HOTWIRE COMMUNICATIONS,LTD.(Hotwire)For (Group 1)
Internet Connectivity and AT&T CORP.(ATT)for Wide Area Network Services (Group 2),and further authorizing the City
Manager and City Clerk to execute agreements with each firm upon conclusion of successful negotiations.
The Administration successfully negotiated an agreement with Hotwire for Group 1.Group 2 with ATT,however,is still under
negotiations.The Hotwire contract for Group 1 has been form approved by the City Attorney's Office and executed by the
company.Pursuant to the authority established in Resolution 2024-32866,this item seeks the City Manager's approval to
finalize the contract execution process.
e[[{JE][Tyl TI"TI'EE"TEI]Ee mTal -r-I Ji[iE
Three (3)years I One (1)two-year option I Five (5)years
Tl[[T [{'r l
Grant Funded:I I Yes X I No I [state I Federal I I Other:I
[SHEA±EI7EU7]
7TT I EI3 I LEE,II3 I ·77,Try.4,TT.T
1 \$315,000 ]550-0640-000316-14-414-582-00-00-00 1 [Yes I X I No
1.For contracts longer than five years,contact the Procurement Department.2.Attach any supporting explanation needed.3.Budget
approval indicates approvalfor current fiscal year only.Future years are subject to City Commission approval of annual adopted operating
budget.
q,.:
ity Commission Approved:I X I Yes I I No I Resolution No.:]CC Agenda Item No.:]C€Meeting Date:I 2024-32866 I C2C ]1/31/2023
If no,explain why CC approval is not required:
egal Form Approved:I X I Yes I I No ]If no,explain below why form approval is not necessary.
«pf1,r.la ¢,11 ·:+:tI
Procurement:ao,{a,Grants:N/A
Kristy Bada
Budget:al Information Technology.N/Ai-i~'i(Ja114:f81Jli'G·ha rd Aj amTamekaOttoStewart,'[Jot
Risk Management:kN/Ao4es6a9Acso2 Fleet &Facilities:~cuSigned by:
Human Resources N/A Other:4 K¥
Maria Estevez t ined by.
Yelina Iglesias ,~Laraa.la-hsa4/$"&6#91ez J
Docusign Envelope ID:A34EEEAC-F303-42A4-AD7C-830285DEE98D
COMMUNITY DEVELOPMENT BLOCK GRANT AGREEMENT
FISCAL YEAR 2024
BETWEEN
THE CITY OF MIAMI BEACH,FLORIDA
AND
BUDDY SYSTEM MIA INC.N)\V 2 1 202
This CDBG Agreement ("Agreement")made and entered into this day of
,2024,by and between the CITY OF MIAMI BEACH,FLORIDA,a Florida municipal
corporation having its principal office at 1700 Convention Center Drive,Miami Beach,Florida,33139,
(hereinafter referred to as "City"),and BUDDY SYSTEM MIA INC.,a Florida not-for profit corporation,
having its principal office at 895 NE 87 Street Apt.2,Miami,FL.33138 (hereinafter referred to as "Sub-
Recipient").
WHEREAS,the City is an entitlement recipient of U.S.Department of Housing and Urban
Development ("HUD")grant funds for the Community Development Block Grant ("CDBG"),and HOME
Investment Partnership programs ("HOME"),and the City expects to continue to receive entitlement funds
from these grant programs to operate the City's housing and community development activities;and
WHEREAS,on March 14,2024,the Mayor and City Commission adopted Resolution No.
2024-33187,approving the issuance of Request for Applications ("RFA")for the FY 2024 CDBG and
HOME funding allocation;and
WHEREAS,the Administration reviewed RFA submissions to ensure that projects align
with the needs identified in the 2024-33187 Consolidated Plan;and
WHEREAS,each year,the City prepares a One-Year Action Plan detailing how it intends
to allocate funds received from HUD to conduct eligible activities for the benefit of low-and moderate-
income residents;and
WHEREAS,on July 24,2024,the Mayor and City Commission adopted Resolution No.
2024-33187,approving the One-Year Action Plan for Federal Funds for FY 2024,allocating CDBG funds
in the amount of EIGHT THOUSAND TWO HUNDRED TWENTY-ONE DOLLARS ($8,221.00)for
Homebound Food Access Distribution,to be provided by the sub-Recipient as a public service
("Program");and
WHEREAS,the One-Year Action Plan for FY 2024 was made available to the public for a
30-day public review and comment period from June 17,2024 through July 16,2024.
NOW,THEREFORE,in consideration of the mutual benefits contained herein,the City and
Sub-Recipient agree as follows:
Section 1.Agreement Documents:Agreement documents shall consist of this Agreement and the
following six (6)exhibits,all of which are attached and incorporated in this Agreement:
•Exhibit A -Scope of Services
•Exhibit B-Documentation
•Exhibit C-Budget
•Exhibit D -Financial Management for CDBG-funded activities
•Exhibit E -Report Forms
•Exhibit F -Monitoring Tool
Docusign Envelope ID:A34EEEAC-F303-42A4-AD7C-830285DEE98D
Section 2.Statement of Work:The Sub-Recipient agrees to implement the Project in accordance
with the terms of this Agreement,with the Project summarized as follows:
Homebound Food Access Distribution:
The Homebound Food Access Distribution program is designed to provide consistent,
reliable support to individuals who are homebound and low-income.It specifically serves
those who lack the ability to access local food pantries due to limited mobility and the
absence of family,friends,or other support systems.Through the program,participants
receive monthly deliveries of free,healthy food directly to their homes.The program
ensures that vulnerable individuals who are unable to leave their homes still have access
to nutritious food,offering long-term support to meet their essential needs.
Section 3.Agreement Amount:The City agrees to make available Community Development Block
Grant (CDBG)funds,in the amount of EIGHT THOUSAND TWO HUNDRED TWENTY-
ONE DOLLARS ($8,221.00)for use by the Sub-Recipient during the Term of the
Agreement to be spent as agreed on Exhibit C-Budget following the rules for Financial
Management for CDBG Funded Activities as stated in Exhibit D.(hereinafter,the
aforestated amount including,without limitation,any additional amounts included thereto
as a result of a subsequent amendment(s)to the Agreement,shall be referred to as the
"Funds").
Section 4.Alterations:Any proposed changes in the Project including,without limitation,the Budget
in Exhibit C,shall first be submitted,reviewed,and approved,in writing,by the City
Manager,which approval,if given at all,shall be at his/her sole reasonable judgment and
discretion.
Section 5.Reporting Requirements and Method of Payment:In compliance with 24 CFR §
570.503 (b)2),Sub-Recipient shall submit Financial and Progress reports as indicated in
Exhibit A -describing the progress made by the Sub-Recipient in achieving the objectives
identified in Exhibit A-Scope of Services.As part of the final report submitted,the Sub-
Recipient also agrees to include a comprehensive final report covering the agreed-upon
program objectives,activities,and expenditures,and including,but not limited to,
performance data and client feedback with respect to the goals and objectives outlined in
Exhibit A.Exhibit B contains a checklist of backup documentation to be used in fulfillment
of the reporting requirement.Other reporting requirements may be required by the City
Manager in the event of program changes;the need for additional information or
documentation arises;and/or legislative amendments are enacted.Reports and/or
requested documentation not received by the due date shall be considered delinquent and
may be cause for default and termination of this Agreement,pursuant to Section 12 hereof.
Other reporting requirements may be required by City in the event legislative amendments
are enacted or as the City Manager may reasonably deem necessary.The Sub-Recipient
shall be informed,in writing,if any changes become necessary.Drawdowns for the
payment of eligible expenses shall be made against the line item budgets specified in
Exhibit C-Budget and in accordance with performance.
Section 6.Monitoring:In compliance with 2 CFR §200.331 (d)and (e),at its discretion,the City
may schedule at least one (1)annual on-site monitoring visit with the Sub-Recipient to
evaluate the progress of the program,and provide technical assistance using the
Monitoring Tool attached as Exhibit F.
Section 7.Additional Conditions and Compensation:The parties acknowledge that the Funds
originate from CDBG grant funds from HUD,and must be implemented in full compliance
with all of HUD's rules and regulations.In the event of curtailment or non-production of
said Federal funds,the financial sources necessary to continue to pay the Sub-Recipient
all or any portions of the Funds will not be available.In that event,the City may terminate
this Agreement,which termination shall be effective as of the date that it is determined by
2
Docusign Envelope ID:A34EEEAC-F303-42A4-AD7C-830285DEE98D
the City Manager,in his/her sole discretion and judgment,that the Funds are no longer
available.In the event of such termination,the Sub-Recipient agrees that it will not look
to,nor seek to hold the City,nor any individual member of the City Commission and/or City
Administration,personally liable for the performance of this Agreement,and the City shall
be released from any further liability to Sub-Recipient under the terms of this Agreement.
Section 8.Compliance with Local,State,and Federal Regulations -The Sub-Recipient agrees to
comply with all applicable Federal regulations as they may apply to program administration
as described in 24 CFR Part 570 and 2 CFR Part 200 and carry out each activity in
compliance with the laws and regulations as described in 24 CFR Part 570,Subpart K--
Other Program Requirements,as same may be amended from time to time.Additionally,
the Sub-Recipient will comply with all State and local (City and County)applicable laws
and ordinances.It shall be the Sub-Recipient's sole and absolute responsibility to
continually familiarize itself with any and all such applicable Federal,State,County,and
City regulations,laws,and/or ordinances.
Section 9.Restrictions for Certain Resident Aliens -Certain newly legalized aliens,as described
in 24 CFR Part 49,are not eligible to apply for benefits under covered activities funded by
the CDBG program."Benefits"under this section means financial assistance,public
services,jobs,and access to new or rehabilitated housing and other facilities made
available under activities funded by the CDBG program."Benefits"do not include relocation
services and payments to which displacees are entitled by law.
Section 10.Assignment/Subcontract:No part of this Agreement may be assigned or subcontracted
without the prior written consent of the City,which consent,if given at all,shall be at the
City's sole discretion and judgement.
Section 11.Term:This Agreement shall commence on contract execution date and shall terminate on
September 30,2025 (the Term),with the understanding that at the end of the Term,the
City Commission has the authority to reappropriate any remaining unused Funds.
Section 12.Termination of Agreement:
12.1 Termination for Convenience:This Agreement may be terminated by the City,for
convenience and without cause,through the City Manager,upon 30 days prior
written notice to Sub-Recipient.In the event of such termination for convenience,
the City shall cease any payments to Sub-Recipient for costs resulting from
obligations which were not approved before the effective date of termination.Sub-
Recipient shall be solely responsible for immediately returning any unused or
unapproved Funds as of the date of termination,and shall also be solely responsible
for submitting a final report,as provided in Section 5 hereof,(detailing all program
objectives,activities,and expenditures up to the effective date of the termination).
Said final report shall be due within five (5)working days following the effective date
of termination.Upon timely receipt of Sub-Recipient's final report,the City,at its sole
discretion,shall determine the amount (if any)of any additional portion of the Funds
to be returned to the City as a result of any unapproved or unused Funds,or
incomplete Project items,and shall provide Sub-Recipient with written notice of any
monies due.Said additional monies shall be due and payable immediately upon
receipt of such notice by Sub-Recipient.Notwithstanding the preceding,the City
reserves any and all legal rights and remedies it may have with regard to recapture
of all or any portion of the Funds,or any assets acquired or improved in whole or in
part with said Funds.
12.2 Termination for Cause:Notwithstanding Subsection 12.1 above,the City may also
terminate this Agreement for cause."Cause"shall include,but not be limited to,the
following:
3
Docusign Envelope ID:A34EEEAC-F 303-42A44-AD7C-830285DEE98D
a.Failure to comply and/or perform,in accordance with the terms of this
Agreement,or any Federal,State,County,or City law or regulation.
b.Submitting reports to the City which are late,incorrect,or incomplete in any
material respect.
c.Implementation of this Agreement,for any reason,is rendered impossible or
infeasible.
d.Failure to respond in writing to any concerns raised by the City,including
substantiating documents when required/requested by the City.
e.Any evidence of fraud,mismanagement,and/or waste,as determined by the
City's monitoring and applicable HUD rules and regulations.
The City shall notify the Sub-Recipient in writing when the Sub-Recipient has been
placed in default.Such notification shall include:(i)actions taken by or to be taken
by the City,such as withholding of payments;(ii)actions to be taken by the Sub-
Recipient as a condition precedent to curing the default,if applicable;and (iii)a
reasonable cure period,which shall be no less than thirty (30)days from notification
date with respect to Subsections 12.2(a),(b),and (d).In the event the Sub-Recipient
fails to cure a default under Subsections 12.2(a),(b),and (d)within the aforestated
cure period,this Agreement shall be considered terminated for cause,without
requiring further notice to Sub-Recipient,and Sub-Recipient shall be solely
responsible for repayment to the City of all or any portion of the Funds disbursed to
Sub-Recipient,as deemed required by the City,in its sole and reasonable discretion.
Said monies shall be immediately due and payable by Sub-Recipient.
Notwithstanding the preceding,the City reserves any and all legal rights and
remedies it may have with regard to recapture of all or any portion of the Funds,or
any assets acquired or improved in whole or in part with said Funds.
Notwithstanding the foregoing,with respect to Subsection 12.2 (c)and (e),the
termination for cause,as described in this section,shall be effective upon receipt of
the termination notice,without the opportunity to cure said default.
Additionally,if Sub-Recipient has committed similar defaults under Subsections
12.2(a),(b),and (d),on two or more occasions during the term of the Agreement,
the termination for cause,as described in this section,shall be effective as of the
date the second notice is sent to Sub-Recipient by the City,without the opportunity
to cure said default.
12.3 Termination for Lack of Project Funds:In the event of curtailment of,or regulatory
constraints placed on the Funds by HUD,this Agreement will terminate,effective as
of the time that it is determined by the City Manager that such Funds are no longer
available.Costs of the Sub-Recipient incurred after termination are not allowable
unless expressly authorized in writing by the City Manager (whether in the notice of
termination or subsequent thereto),and,in that case,may only be allowable if,in the
sole discretion of the City Manager:
a.The costs resulted from obligations which were properly incurred before the
effective date of termination,were not in anticipation of it,and are noncancelable;
and
b.The costs would be allowable if the Agreement expired normally at the end of its
Term.
Section 13.Equal Employment Opportunities/No Discrimination/Affirmative Action:In
compliance with 2 CFR Part 200,Appendix II:Except as otherwise provided under 41 CFR
Part 60,all contracts that meet the definition of "federally assisted construction contract"in
41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR §
4
Docusign Envelope ID:A34EEEAC-F303-42A44-AD7C-830285DEE98D
60-1.4(b),in accordance with Executive Order 11246,"Equal Employment Opportunity"(30
FR 12319,12935,3 CFR Part,1964-1965 Comp.,p.339),as amended by Executive Order
11375,"Amending Executive Order 11246 Relating to Equal Employment Opportunity,"
and implementing regulations at 41 CFR Part 60,"Office of Federal Contract Compliance
Programs,Equal Employment Opportunity,Department of Labor."
Unless otherwise required by applicable laws,in connection with performance of the
Services,the Sub-Recipient 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,Sub-Recipient shall comply 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 the employment,housing,public accommodations,public
services,and in connection with its membership or policies because of actual or perceived
race,color,national origin,religion,sex,intersexuality,sexual orientation,gender identity,
familial and marital status,age,disability,ancestry,height,weight,hair texture and/or
hairstyle,domestic partner status,labor organization membership,familial situation,or
political affiliation.
The Subrecipient will use its best efforts to afford small businesses,minority business
enterprises,and women's business enterprises the maximum practicable opportunity to
participate in the performance of this contract.As used in this contract,the terms "small
business"means a business that meets the criteria set forth in section 3(a)of the Small
Business Act,as amended (15 U.S.C.632),and "minority and women's business
enterprise"means a business at least fifty-one (51)percent owned and controlled by
minority group members or women.For the purpose of this definition,"minority group
members"are Afro-Americans,Spanish-speaking,Spanish surnamed or Spanish-heritage
Americans,Asian-Americans,and American Indians.The Subrecipient may rely on written
representations by businesses regarding their status as minority and female business
enterprises in lieu of an independent investigation.
Section 14.Program Income:The Sub-Recipient shall report monthly all program income (as defined
at 24 CFR §570.500(a))generated by activities carried out with CDBG funds made
available under this Agreement.The use of program income by the Sub-Recipient shall
comply with the requirements set forth at 24 CFR §570.504.By way of further limitations,
the Sub-Recipient may use such income during the contract period for activities permitted
under this Agreement and shall reduce requests for additional funds by the amount of any
such program income balances on hand.All unexpended program income shall be
returned to the Grantee at the end of the Term.Any interest earned on cash advances from
the U.S.Treasury and from funds held in a revolving fund account is not program income
and shall be remitted promptly to the Grantee.
Section 15.Religious Organization or Owned Property:CDBG funds may be used by religious
organizations or on property owned by religious organizations only with prior written
approval from the City Manager,and only in accordance with requirements set in 24 CFR
§570.200(j).The Sub-Recipient shall comply with First Amendment Church/State
principles,as follows:
a.It will not discriminate against any employee or applicant for employment on the basis
of religion and will not limit employment or give preference in employment to persons
on the basis of religion.
b.It will not discriminate against any person applying for public services on the basis of
religion and will not limit such services or give preference to persons on the basis of
religion.
5
Docusign Envelope ID:A34EEEAC-F303-42A4-AD7C-830285DEE98D
c.It will retain its independence from Federal,State,and local governments,and may
continue to carry out its mission,including the definition,practice,and expression of its
religious beliefs,provided that it does not use direct CDBG funds to support any
inherently religious activities,such as worship,religious instruction,or proselytizing.
d.The Funds shall not be used for the acquisition,construction,or rehabilitation of
structures to the extent that those structures are used for inherently religious activities.
Where a structure is used for both eligible and inherently religious activities,CDBG
funds may not exceed the cost of those portions of the acquisition,construction,or
rehabilitation that are attributable to eligible activities in accordance with the cost
accounting requirements applicable to CDBG funds in this part.Sanctuaries,chapels,
or other rooms that a CDBG-funded religious congregation uses as its principal place
of worship,however,are ineligible for CDBG-funded improvements.
Section 16.Reversion of Assets:In the event of a termination of this Agreement,or upon expiration
of the Agreement,and in addition to any and all other remedies available to the City
(whether under this Agreement,or at law or in equity),the Sub-Recipient shall immediately
transfer to the City any Funds on hand at the time of termination (or expiration)and any
accounts receivable attributable to the use of CDBG funds.The City's receipt of any Funds
on hand at the time of termination,shall not waive the City's right (nor excuse Sub-
Recipient's obligation)to recoup all or any portion of the Funds,as the City may deem
necessary.
Section 17.Conformity to HUD regulations:The Sub-Recipient agrees to abide by guidelines set
forth by HUD for the administration and implementation of the CDBG program,including
those set forth below and the applicable Uniform Administrative Requirements set forth in
24 CFR §570.502,as amended by 2 CFR Part 200 and applicable Federal laws and
regulations in 24 CFR §570.600,et seq.as now in effect and as may be amended from
time to time.In this regard,the Sub-Recipient agrees that duly authorized representatives
of HUD shall have access to any books,documents,papers,and records of the Sub-
Recipient that are directly pertinent to this Agreement for the purpose of making audits,
examinations,excerpts,and transcriptions.
a.Subpart A-"Acronyms and Definitions"
b.Subpart B-General Provisions
c.Subpart C -"Pre-Federal Award Requirements and Contents of Federal Awards"
d.Subpart D -"Post-Federal Award Requirements",except for §§200.305,200.306,
200.307,200.308,200.311 of 2 CFR Part 200 as detailed below:
1)"Payment"is modified for lump sum drawdown for financing of property
rehabilitation activities,in accordance with 24 CFR §570.513.
2)"Program Income"is governed by 24 CFR §570.504
3)"Real Property"does not apply,except as provided in 570.200{j).Real property is
governed by 24 CFR §570.505.
4)"Equipment"CDBG Sub-Recipients shall follow Section 2 CFR §200.313,except
that when the equipment is sold,the proceeds shall be program income.
Equipment not needed by the Sub-Recipient for CDBG activities shall be
transferred to the recipient for the CDBG program or shall be retained after
compensating the recipient.
5)Section 2 CFR §200.334 "Retention requirements for records"applies except that:
6
Docusign Envelope ID:A34EEEAC-F303-42A4-AD7C-830285DEE98D
For Sub-Recipients:
i.The retention period for individual CDBG activities shall be the longer of
five (5)years after the expiration or termination of the Sub-Recipient
agreement under 24 CFR §570.503,or five (5)years after the submission
of the annual performance and evaluation report,as prescribed in 24 CFR
§91.520 of this title,in which the specific activity is reported on for the final
time;
ii.Records for individual activities subject to the reversion of assets
provisions at 24 CFR §570.503(b)(7)or change of use provisions at 24
CFR §570.505 must be maintained for as long as those provisions
continue to apply to the activity;and
iii.Records for individual activities for which there are outstanding loan
balances,other receivables,or contingent liabilities must be retained until
such receivables or liabilities have been satisfied.
6)Section 2 CFR §200.344 "Closeout"
City will close-out the Federal award when it determines that all applicable
administrative actions and all required work of the Federal award have been
completed by the Sub-Recipient.The following actions must take place to
complete this process at the end of the Term.
i.The Sub-Recipient must submit,no later than 45 calendar days after the
end date of the Term,all financial,accomplishment,performance,and
other reports as required by the terms and conditions of this Agreement.
City may approve extensions when requested by the Sub-Recipient.
ii.Unless City authorizes an extension,Sub-Recipient must liquidate all
obligations incurred under this Agreement no later than 45 calendar days
after the end date of the Term as specified in the terms and conditions of
this Agreement.
iii.City must make prompt payments to the Sub-Recipient for allowable
reimbursable costs under this Agreement,meeting the requirements of
Subpart E (2 CFR §§200.400-200.476)prior to being closeout.
iv.Sub-Recipient must promptly refund any balances of unobligated cash that
City paid in advance or paid and that are not authorized to be retained by
the Sub-Recipient for use in other projects.See 0MB Circular A-129 and
see 2 CFR §200.345 Collection of amounts due,for requirements
regarding unreturned amounts that become delinquent debts.
v.Consistent with the terms and conditions of the Agreement,City must
make a settlement for any upward or downward adjustments to the
Federal share of costs after closeout reports are received.
vi.Sub-Recipient must account for any real and personal property acquired
with Federal funds or received from the Federal Government in
accordance with 2 CFR §200.310 Insurance coverage through 200.316
Property Trust Relationship and 200.329 Reporting on Real Property.
vii.City should complete all closeout actions for Federal awards no later than
one year after receipt and acceptance of all required final reports.
7
Docusign Envelope ID:A34EEEAC-F303-42A4-AD7C-830285DEE98O
Section 18.Sponsorships:The Sub-Recipient agrees that all notices,informational pamphlets,press
releases,advertisements,descriptions of the sponsorship of the program,research
reports,and similar public notices prepared and released by the Sub-Recipient for,on
behalf of,and/or about the Project,shall include the statement:
"FUNDED BY THE CITY OF MIAMI BEACH
COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM"
In written materials,the words
"CITY OF MIAMI BEACH COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS
ADMINISTERED BY THE CITY OF MIAMI BEACH OFFICE OF HOUSING AND
COMMUNITY DEVELOPMENT"
shall appear in the same size letters or type as the name of the Sub-Recipient.
Section 19.Examination of Records:The Sub-Recipient shall maintain sufficient records in
accordance with 24 CFR §570.502,570.503(b)(2)and 570.506 to determine compliance
with the requirements of this Agreement,the CDBG program,and all other applicable laws
and regulations.This documentation shall include,but not be limited to,the following:
a.Books,records,and documents in accordance with generally accepted accounting
principles,procedures,and practices,which sufficiently and properly reflect all
revenues and expenditures of funds provided directly or indirectly by this Agreement,
including matching funds and program Income.These records shall be maintained to
the extent of such detail as will properly reflect all net costs,direct and indirect labor,
materials,equipment,supplies,and services,and other costs and expenses of
whatever nature for which reimbursement is claimed under the provisions of this
Agreement;
b.Time sheets for split-funded employees,which work on more than one activity,in order
to record the CDBG activity delivery cost by program and the non-CDBG related
charges;and
c.How the Statutory National Objective(s)as defined in 24 CFR 570.208 and the
eligibility requirement(s)under which funding has been received,have been met.
These also include special requirements such as necessary and appropriate
determinations as defined in 24 CFR §570.209,income certifications,and written
Agreements with beneficiaries,where applicable.
The Sub-Recipient is responsible for maintaining and storing all records pertinent to
this Agreement in an orderly fashion in a readily accessible,permanent,and secured
location for a period of five (5)years after expiration of this Agreement,with the
following exception:if any litigation,claim or audit is started before the expiration date
of the five (5)year period,the records will be maintained until all litigation,claims,or
audit findings involving these records are resolved.The City shall be informed in writing
after closeout of this Agreement,of the address where the records are to be kept.
Section 20.Audits and Inspections:
a.At any time during normal business hours,and as often as the City (and/or its
representatives)may deem necessary,the Sub-Recipient shall make available all
records,documentation,and any other data relating to all matters covered by the
Agreement,for review,inspection or audit.
8
Docusign Envelope ID:A34EEEAC-F303-4244-AD7C-830285DEE98D
In compliance with 2 CFR Part 200,Subpart F-Audit Requirements,if Sub-Recipient
expends $750,000 or more during the non-Federal entity's fiscal year in Federal
awards,the Sub-Recipient must have a single or program-specific audit conducted for
that year in accordance with the provisions mentioned above and shall be submitted
to the City 180 days after the end of the Sub-Recipient's fiscal year.
If this Agreement is closed-out prior to the receipt of an audit report,the City reserves
the right to recover any disallowed costs identified in an audit after such closeout.
b.Inspector General Audit Rights
1)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.
2)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,and activities of the Sub-Recipient,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.
3)Upon ten (10)days written notice to the Sub-Recipient,the Sub-Recipient 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 Sub-Recipient,its officers,agents,and employees,
lobbyists,City staff,and elected officials to ensure compliance with the contract
documents and to detect fraud and corruption.
4)The Inspector General shall have the right to inspect and copy all documents and
records in the Sub-Recipient'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.
9
Docusign Envelope ID:A34EEEAC-F 303-42A44-AD7C-830285DEE98D
5)The Sub-Recipient 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 Sub-Recipient
shall make available records relating to the work terminated until three (3)
years after any resulting final termination settlement;and
ii.The Sub-Recipient 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.
6)The provisions in this section shall apply to the Sub-Recipient,its officers,agents,
employees,subcontractors,and suppliers.The Sub-Recipient shall incorporate
the provisions in this section in all subcontracts and all other agreements
executed by the Sub-Recipient in connection with the performance of this
Agreement.
7)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 Sub-
Recipient or third parties.
Section 21.Indemnification/Insurance Requirements:The Sub-Recipient shall indemnify and hold
harmless the City,its officers,employees,and agents,from any and all claims,liability,
losses and causes of action which may arise out of an act,omission,negligence,or
misconduct on the part of the Sub-Recipient,or any of its agents,officers,servants,
employees,contractors,patrons,guests,clients,licensees,invitees,or any persons acting
under the direction,control,or supervision of Sub-Recipient,pursuant to this Agreement
and/or the Project.The Sub-Recipient shall pay all claims and losses of any nature
whatsoever in connection therewith and shall defend all suits in the name of the City,and
shall pay all costs (including attorney's fees)and judgements which may issue thereon.
This Indemnification shall survive the termination and/or expiration of this Agreement.
The Sub-Recipient shall not commence any work and/or services pursuant to this
Agreement until all insurance required under this Section has been obtained and the City's
Risk Manager has approved such insurance.In the event evidence of such insurance is
not forwarded to the City's Risk Manager within thirty (30)days after the commencement
date of the Term,this Agreement shall automatically terminate and become null and void,
and the City shall have no obligation under the terms and conditions hereof.
The Sub-Recipient shall maintain and carry in full force during the Term of this Agreement,
and/or throughout the duration of the Project contemplated herein,whichever is longer,the
following insurance:
a.General Liability Policy with coverage for Bodily Injury and Property Damage,in the
amount of $1,000,000 single limit,subject to adjustment for inflation.The policy must
include coverage for contractual liability to cover the above indemnification.
b.Worker's Compensation and Employers Liability,as required pursuant to Florida
Statutes.
c.Automobile and vehicle coverage shall be required when the use of automobiles and
other vehicles are involved in any way in the performance of the Agreement.Limits for
such coverage shall be in the amount of $300,000,subject to adjustment for inflation.
10
Docusign Envelope ID:A34EEEAC-F303-42A4-AD7C-830285DEE98O
d.Physical/Sexual Abuse coverage shall be required when dealing with minors.Limits
for such coverage shall be in the amount of $500,000.
The City of Miami Beach shall be named as an additional insured under all such insurance
contracts.Thirty {30)day written notice of cancellation or substantial modification of the
insurance coverage must be given to the City's Risk Manager by the Sub-Recipient and its
insurance company.The insurance must be furnished by insurance companies authorized
to do business in the State of Florida,and approved by the City's Risk Manager.The
companies must be rated no less than "B+"as to management,and not less than "Class
VI"as to strength by the latest edition of Best's Insurance Guide,published by AM.Best
Company,OIdwick,New Jersey,or its equivalent,subject to the approval of the City's Risk
Manager.Original Certificates of Insurance for the above coverage must be submitted to
the City's Risk Manager for approval prior to any work commencing.These certificates will
be kept on file in the Office of the Risk Manager,Third Floor City Hall.
The City shall have the right to obtain from the Sub-Recipient specimen copies of the
insurance policies,in the event that submitted Certificates of Insurance are inadequate to
ascertain compliance with required coverage.Compliance with the foregoing requirements
shall not relieve the Sub-Recipient of its obligation to indemnify and hold the City harmless,
as required in this section.
Section 22.Conflict of Interest:The Sub-Recipient covenants that no person under its employ who
presently exercises any functions or responsibilities in connection with Community
Development Block Grant (CDBG)funded activities has any personal financial interests,
direct or indirect,in this Agreement.The Sub-Recipient covenants that in the performance
of this Agreement,no person having such conflicting interest shall be employed.The Sub-
Recipient covenants that it will comply with all provisions of 24 CFR §570.611 "Conflict of
Interest",and State,County,and City of Miami Beach statutes,regulations,ordinances,or
resolutions governing conflicts of interest.The Sub-Recipient shall disclose,in writing,to
the City any possible conflicting interest or apparent impropriety that is covered by the
above provisions.This disclosure shall occur immediately upon knowledge of such
possible conflict.The City will then render an opinion,which shall be binding on both
parties.
Section 23.Venue:This Agreement shall be governed by,and construed in accordance with,the laws
of the State of Florida,both substantive and remedial,without regard to principles of conflict
of laws.The exclusive venue for any litigation arising out of this Agreement shall be
Miami-Dade County,Florida,if in State court.BY ENTERING INTO THIS AGREEMENT,
CITY AND SUB-RECIPIENT 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 24.Notices:All notices required under this Agreement shall be sent to the parties at the
following address:
City:
Sub-Recipient:
Alba Tarre,Department Director
Office of Housing and Community Services
Care of:Office of Housing and Community Development
City of Miami Beach
1700 Convention Center Drive
Miami Beach,FL 33139
Kristin Guerin,Executive Director
Buddy Systems MIA Inc.
895 NE 87 Street Apt.2
Miami,FL 33138
11
Docusign Envelope ID:A34EEEAC-F303-42A4-AD7C-830285DEE98D
In the event that the Sub-Recipient changes the Executive Director during the term of the
Agreement,such change must be notified in writing to the City within 15 days of such
change.
Section 25.Limitation of Liability:The City desires to enter into this Agreement only if,in so doing,
the City can place a limit on 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 $5,000.Sub-Recipient hereby expresses its willingness to enter
into this Agreement with Sub-Recipient's recovery from the City for any damage action for
breach of contract to be limited to a maximum amount of $5,000.
Accordingly,Sub-Recipient hereby agrees that the City shall not be liable to Sub-Recipient
for damages in an amount in excess of $5,000,for any action or claim for breach of contract
arising out of the performance or nonperformance of any obligations imposed upon the City
by this Agreement.Nothing contained in this subparagraph or elsewhere in this Agreement
is in any way intended to be a waiver of the limitation placed upon City's liability as set forth
in Florida Statutes,Section 768.28.
Section 26.Florida Public Records Law:
a.Sub-Recipient 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),
Florida Statutes,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,Florida Statutes,if the Sub-Recipient meets the
definition of "Contractor"as defined in Section 119.0701 (1)a),the Sub-Recipient 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 Sub-Recipient 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 Sub-Recipient or keep and maintain public records
required by the City to perform the service.If the Sub-Recipient transfers all public
records to the City upon completion of the Agreement,the Sub-Recipient shall
destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements.If the Sub-Recipient keeps and
maintains public records upon completion of the Agreement,the Sub-Recipient
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.
12
Docusign Envelope ID:A34EEEAC-F303-42A4-AD7C-830285DEE98D
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 Sub-Recipient of the
request,and the Sub-Recipient must provide the records to the City or allow the
records to be inspected or copied within a reasonable time.
2)Sub-Recipient'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:(i)unilaterally
terminate the Agreement;(ii)avail itself of the remedies set forth under the
Agreement;and/or (iii)avail itself of any available remedies at law or in equity.
3)A Sub-Recipient who fails to provide the public records to the City within a
reasonable time may be subject to penalties under§119.10,Florida Statutes.
e.Civil Action
1)If a civil action is filed against a Sub-Recipient to compel production of public
records relating to the City's contract for services,the court shall assess and award
against the Sub-Recipient the reasonable costs of enforcement,including
reasonable attorneys'fees,if:
i.The court determines that the Sub-Recipient unlawfully refused to comply with
the public records request within a reasonable time;and
ii.At least 8 business days before filing the action,the plaintiff provided written
notice of the public records request,including a statement that the Sub-
Recipient has not complied with the request,to the City and to the Sub-
Recipient.
2)A notice complies with subparagraph (1 )(ii)if it is sent to the City's custodian of
public records and to the Sub-Recipient at the Sub-Recipient's address listed on
its contract with the City or to the Sub-Recipient'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 Sub-Recipient 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 SUB-RECIPIENT HAS QUESTIONS REGARDING
THE APPLICATION OF CHAPTER 119,FLORIDA
STATUTES,TO THE SUB-RECIPIENT'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
13
Docusign Envelope ID:A34EEEAC-F303-4 2A4 -AD7C-830285DEE98D
MIAMI BEACH,FLORIDA 33139
E-MAIL:RAFAELGRANADO@MIAMIBEACHFL.GOV
PHONE:305-673-7411
Section 27.E-Verify
27.1 Sub-Recipient 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,Sub-Recipient 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,Sub-Recipient
shall expressly require any approved subcontractor 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 subcontractor during the contract Term.If Sub-Recipient
enters into a contract with an approved subcontractor,the subcontractor must
provide the Sub-Recipient with an affidavit stating that the subcontractor does not
employ,contract with,or subcontract with an unauthorized alien.Sub-Recipient
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
27.2 Termination Rights.
a.If the City has a good faith belief that Sub-Recipient has knowingly violated
Section 448.09(1),Florida Statutes,the City shall terminate this Agreement with
Sub-Recipient for cause,and City shall thereafter have or owe no further
obligation or liability to Sub-Recipient
b.If the City has a good faith belief that a subcontractor has knowingly violated
Section 27.1 of this Agreement,but the Sub-Recipient otherwise complied with
such section,the City will promptly notify the Sub-Recipient and order the Sub-
Recipient to immediately terminate the agreement with the subcontractor.Sub-
Recipient's failure to terminate a subcontractor shall be an event of default under
this Agreement,entitling City to terminate the Sub-Recipient's Agreement for
cause.
c.A contract terminated under the foregoing Subparagraphs (a)or (b)is not in
breach of contract and may not be considered as such.
d.The City or Sub-Recipient or a subcontractor may file an action with the Circuit
or County Court to challenge a termination under the foregoing Subparagraphs
(a)or (b)no later than 20 calendar days after the date on which the contract was
terminated.
e.If the City terminates the Agreement with Sub-Recipient under the foregoing
Subparagraph (a),Sub-Recipient may not be awarded a public contract for at
least 1 year after the date of termination of this Agreement
f.Sub-Recipient is liable for any additional costs incurred by the City as a result of
the termination of this Agreement under this section.
Section 28.Lobbying
The Subrecipient hereby certifies that:
a.No Federal appropriated funds have been paid or will be paid,by or on behalf of
it,to any person for influencing or attempting to influence an officer or employee
of any agency,a Member of Congress,an officer or employee of Congress,or an
employee of a Member of Congress in connection with the awarding of any Federal
contract,the making of any Federal grant,the making of any Federal loan,the
entering into of any cooperative agreement,and the extension,continuation,
renewal,amendment,or modification of any Federal contract,grant,loan,or
cooperative agreement;
14
Docusign Envelope ID:A34EEEAC-F303-42A4 -AD7C-830285DEE98O
b.If any funds other than Federal appropriated funds have been paid or will be paid
to any person for influencing or attempting to influence an officer or employee of
any agency,a Member of Congress,an officer or employee of Congress,or an
employee of a Member of Congress in connection with this Federal contract,grant,
loan,or cooperative agreement,it will complete and submit Standard Form-LLL,
"Disclosure Form to Report Lobbying,"in accordance with its instructions;and
c.It will require that the language of paragraph (d)of this certification be included in
the award documents for all subawards at all tiers (including subcontracts,
subgrants,and contracts under grants,loans,and cooperative agreements)and
that all Subrecipients shall certify and disclose accordingly:
d.Lobbying Certification
e.This certification is a material representation of fact upon which reliance was
placed when this transaction was made or entered into.Submission of this
certification is a prerequisite for making or entering into this transaction imposed
by section 1352,title 31,U.S.C.Any person who fails to file the required
certification shall be subject to a civil penalty of not less than $10,000 and not more
than $100,000 for each such failure.
Section 29.This Agreement shall be binding upon all parties hereto and their respective heirs,
executors,administrators,successors,and assigns.
[SIGNATURES TO FOLLOW]
15
Docusign Envelope ID:A34EEEAC-F303-42A4-AD7C-830285DEE98D
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by their
duly authorized officials on the day and date first above indicated.
BUDDY SYSTEM MIA,INC.
a Florida not-for-profit corporation
ecre ary
Rachel Komi ch
Print Name
10/30/2024 I 11:06 AM EDT
Date
CITY OF MIAMI BEACH,FLORIDA
a Florida municipal corporation
Kristin Guerin,Executive Director
Print Name and Title
ATTEST:
Signature 7xd Signature
Eric Carpenter,City ManagerRafaelE.Granado,City Clerk
Print Name
NOV 2 1 202
Date
Print Name
APPROVED AS TO
FORM &LANGUAGE
&FOR EXECUTION%4«di.-
)City Attorney r .,k2/
Date
16
Docusign Envelope ID:A34EEEAC-F303-42A4-AD7C-830285DEE98D
EXHIBIT "A"
"SCOPE OF SERVICES"
Statement of Work:
In compliance with 24 CFR §570 503 (b)(1)Sub-Recipient agrees to provide the following·t
Sub-Recipient Name:Buddy System MIA Inc.
UEI Number:V2LZTHZY15O6
Federal Award:FY 2024 CDBG Funds
Federal Awarding U.S.Department of Housing and Urban Development (HUD)Agency:.
Period of Performance:Contract execution date -September 30,2025
Budget:$8,221.00-as detailed in Exhibit C-Budget
Budget Amendment June 30,2025Deadline
Prior to the 10"of every month starting the month after contract execution,
via Neighborly:
Reports Due:•Progress
•Accomplishments
•Financial
National Objective:Low-to Moderate Income Clientele (LMI)
Service Location:Multiple locations within city of Miami Beach limits
Program:Homebound Food Access Distribution
Service:Drop off free food monthly to at least two clients who are both homebound
and low-to-moderate income.
Units of Service:Two clients within the City of Miami Beach limits,supported monthly with
free food delivery.
•Identify,screen and enroll eligible participants
Deliverables:•List of groceries delivered
•Proof of delivery
Assistance to at least 2 number of Miami Beach participants:
•Verify that the household income is below 80%of the area median
Outcomes:income to qualify under CDBG regulations.
Requirements/Definitions:
1.Davis-Bacon Act Compliance
The Davis-Bacon Act applies to contractors and subcontractors performing on federally funded or
assisted contracts in excess of $2,000 for the construction,alteration,or repair (including painting
and decorating)of public buildings or public works.Davis-Bacon Act and Related Act contractors and
subcontractors must pay their laborers and mechanics employed under the contract no less than the
locally prevailing wages and fringe benefits for corresponding work on similar projects in the area.
The Davis-Bacon Act directs the Department of Labor to determine such locally prevailing wage rates.
Affordable housing rehabilitation projects of eight (8)or more units using CDBG funds must ensure
Davis-Bacon Act compliance.
2.Certified Payroll
Certified payrolls shall be submitted weekly for each week in which any contract work is performed
in compliance with Federal Labor Standard Provisions.
17
Docusign Envelope ID:A34EEEAC-F303-4244-AD7C-830285DEE98D
3.Section 3
Any Agreement greater than $210,000 that involves rehabilitation,housing construction,or other
public construction,requires compliance with Section 3 of the HUD Act of 1968 as amended,and as
implemented by the regulations set forth in 24 CFR 135.
4.Environmental Review
All projects must have an Environmental Review completed.The Subrecipient does not assume the
City's environmental responsibilities described in 24 CFR 570.604.
No Project Funds will be advanced,and no costs can be incurred,until the City has conducted an
Environmental Review of the proposed Project site as required per 24 CFR §58.
5.Compliance with National Objective
The Sub-Recipient must maintain documentation that demonstrates that the activities carried out with
funds provided under this Agreement meet one or more of the CDBG program's national objectives:
(1)benefit low/moderate income persons,(2)aid in the prevention or elimination of slums or blight,
or (3)meet community development needs having a particular urgency,as defined in 24 CFR §
570.208,specific documentation of which shall be maintained in the Project file.
6.Income Verification
Sub-Recipient will ensure and maintain evidence that activities assisted with CDBG Funds comply
with the primary National Objective,"Benefit to Low-and Moderate-Income Persons.".A low-or
moderate-income household is defined as:a household having an income equal to or less than the
HUD income limits.Sub-Recipients are responsible for using the most current income limits.
Sub-Recipient may utilize the CDP Income Eligibility Calculator provided at
https://www.hudexchange.info/incomecalculator/to determine the Household eligibility.It is the
responsibility of the Sub-Recipient to become familiar with this tool.
7.Budget Amendments
The goal should be to limit the use of Budget Amendments.Budget Amendments require prior written
approval by the City Manager.
To request a Budget Amendment,a written request for changes must be submitted to your Grant
Monitor delineating the changes and providing a detailed justification for making the request.
Approvals of any changes are at the sole discretion of the City Manager.
Budget amendments that deviate from the original scope will be rejected and the funds in question
may be subject to recapture at the sole discretion of the City Manager.
8.Employee File Review
The following documentation must be included in the Sub-Recipient's file for those employees
providing services under this contract as applicable.
•Current Florida Driver License
•Resume with evidence of Required Experience
•State of Florida Board Teacher Certification/License,if applicable
•Administrative Rule 6a-4.01795 -ESE education/experience,if applicable
•Childcare Affidavit of Good Moral Character
•Level 2 Florida Background Criminal Screening
•Child Abuse and Neglect Reporting Requirement
•Data Confidentiality Agreement
•1-9 Verification on File
9.Evaluation
18
Docusign Envelope ID:A34EEEAC-F303-42A44-AD7C-830285DEE98D
In its continuing effort to ensure contract compliance and performance,HCD will evaluate the Sub-
Recipient in its fulfillment of the terms of this Agreement including,but not limited to,the following
measures:
•Agreement compliance
•Accuracy and timeliness of Financial Reports
•Accuracy and timeliness of Progress Reports
•Adherence to Project timelines and Technical Assistance and Sub-Recipient Instructions
•Fulfillment of prescribed outcomes
10.Monitoring &Performance Reviews
City reserves the right to inspect,monitor and/or audit the Sub-Recipient to ensure contractual
compliance.Monitoring visits will commence within 120 days of the Agreement's execution date.City
will notify Sub-Recipient a minimum of three (3)business days prior to a monitoring visit.
11.Compliance with Local Rules,Regulations,Ordinances and Laws
The Sub-Recipient must remain incompliance with all local rules,regulations,ordinances and laws
(including having an active business license)in addition to those specified in the body of the
Agreement.In addition,the Sub-Recipient must not owe any monies to the City at the time of
Agreement execution or final release of grant funds.
The City will verify with the Finance Department to ensure that no monies are due the City prior to
Agreement execution
12.Rent Roll Submissions
Sub-Recipients using City funds for the creation or rehabilitation of affordable housing must submit
tenant rent rolls within thirty (30)days of meeting the National Objective and every year thereafter for
a minimum of fifty (50)years in adherence with the affordability period required in connection with
the use of these Project Funds.For completed projects,certified tenant rolls must be submitted
annually by November 1st
13.Affordable Rents Criteria
To ensure the housing is affordable to low-and moderate-income persons,all CDBG-assisted rental
units (12 units)must have rents that are the lesser of the Section 8 Fair Market Rents periodically
established by HUD for the Section 8 rental assistance program for existing housing,or rents which
are 30%of adjusted income for households at 50%of area median income minus tenant paid utilities.
The Subrecipient shall ensure that all of the units in the Project continue to be used to provide housing
for low-and moderate-income persons at affordable rents.The affordability period for the Project will
be 30 years from the date of issuance of a Final Certificate of Occupancy for the Project ("Affordability
Period").
14.Restrictive Covenant
The Subrecipient shall be responsible for executing an Agreement of Restrictive Covenants that will
ensure the assisted units remain affordable without regard to the term of any mortgage or the transfer
of ownership for not less than the appropriate term described in the previous paragraph.The period
of affordability for this Project is thirty (30)years regardless of repayment of loan and/or transfer or
sale of the Project Property or any portion thereof.
15.Reporting Requirements
Progress Report-The Sub-Recipient is required to submit a Project Progress Report via Neighborly
software,as indicated in the Scope of Services.Even if no clients are served during any particular
quarter and/or no grant funds have been expended,the subrecipient is still required to complete and
submit the Quarterly Progress Report,explaining any issues and/or challenges related to the program
Reports are divided into two sections:
•Part 1 -Accomplishments -The report will detail the demographics of the Project
beneficiaries regardless of the service being provided.In order to avoid duplication,
19
Docusign Envelope ID:A34EEEAC-F303-42A44-AD7C-830285DEE98D
beneficiaries are only to be reported once after the first time a service is provided.Sub-
Recipient is to report only the new clients (people)benefiting from the Project in each report
with the Accomplishment Report matching race,income and other information requested.
•Part 2--Narrative and Supporting Documentation -The report summarizes the progress
made during the reporting period,including photos and Units of Service completed.The
report should detail accomplishments compared to the annualized goals set for the activity
or program.
•Financial Report --Funding provided under this Agreement is available on a reimbursable
basis.Reimbursement of funds under this Agreement may be requested only for necessary,
reasonable,and allowable costs described in the Budget.Draws shall be submitted via
Neighborly Software no more frequently than once a month.The report delineates Project
expenses incurred and must include the corresponding evidence of expenses incurred for
any Project related expense which is being submitted for reimbursement as detailed in
Exhibit "B"Documentation.Exhibit "E"shall be completed for each draw request and included
uploaded to Neighborly Software along with all back-up documentation.City is only to
reimburse expenses related to the provision of services related to this Agreement.
Reports will not be considered acceptable unless the following is met:
•Forms are completely and accurately completed including draw number and submittal date
•Necessary back-up materials are included (as stated in Exhibit "B"Documentation.)
•Reports bear the signature of the person preparing the report and the Sub-Recipient's
authorized signatory
16.Timeliness of Reimbursement Requests
Reimbursement requests must be submitted no later than sixty (60)days from the incurrence of the
expense.The City will strictly monitor this element.Please note that cancelled checks must be
submitted in conjunction with all reimbursement requests.Therefore,the Sub-Recipient should
calendar itself accordingly to ensure that reimbursement requests are submitted to the City in a timely
manner.
17.Procurement Records
All expenses incurred with grant funds require evidence of procurement according to 2 CFR Part 200
Subpart D,Procurement Standards.Please carefully read the Agreement and related HUD rules to
ensure compliance.
Sub-Recipient must retain and include the following rationale and documents supporting any
acquisition of goods and services that are being charged to this Project in compliance with 2 CFR
Part 200 Subpart D,Procurement Standards:
•Rationale for the method of procurement;
•Selection of contract type;
•Contractor selection or rejection;and
•Basis for the contract price.
18.Professional Services Contracts
No part of this Agreement may be assigned or subcontracted without the prior written consent of the
City,which consent,if given at all,shall be at the City's sole discretion and judgement.Professional
services funded through this Agreement must adhere to procurement guidelines as appropriate and
have executed written Agreements between the Sub-Recipient and the respective Vendor.Contracts
must,at a minimum,specify the cost,timeline and scope of service.A copy of all professional service
contracts must be submitted to the City prior to reimbursement request.
19.Training Requirements
Sub-Recipient must ensure that the person responsible for preparing the Monthly Progress,
Accomplishment and Financial Reports attends the HCD's Sub-Recipient Reporting Training and
20
Docusign Envelope ID:A34EEEAC-F303-42A4-AD7C-830285DEE98D
places the attendance certificate in the Project's file for inspection by HCD during its monitoring visit.
20.Proof of Insurance
Evidence of appropriate and required insurance must be submitted prior to contract execution.No
City funds will be dispersed prior to submission of required insurance coverage.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
21
Docusign Envelope ID:A34EEEAC-F 303-4 244-AD 7C-830285DEE98D
EXHIBIT "B"
"Documentation"
The Sub-Recipient agrees to provide the following documents as part of its reporting requirements:
To document insurance coverage:
Copy of insurance policy or binder (with proof of payment)with limits and scope of coverage
adding the City of Miami Beach as additional insured
The Sub-Recipient agrees to maintain the following documents as part of its requirements:
To document service:
•Intake &screening forms must include:
•Name
•Date of birth
•Beneficiary's address
•Demographic information as required in the CDBG Accomplishment Form
•Executed client consent Agreement to receive services
•Program enrolled
•Verify information on family size and income so that it is evident that at least 51
percent of the clientele are persons whose family income does not exceed the low-
and moderate-income limit.
•Any additional documents as requested by the City
The Sub-Recipient agrees to provide the following documents as part of its reporting
requirements:
To document expenses incurred:
Supporting documents to be submitted with the Monthly Finance Report are as follows:
•Salaries related expenses:
•Daily attendance logs -Time-sheets
•Electronic payroll ledgers with corresponding bank transactions (statement)
•Cancelled checks
•Form 941-Employer's Quarterly Federal Tax Return
•Unemployment payment
•Any additional documents as requested by the City
•Fringe Benefits related expenses:
•Bank statements
•Worker's Compensation invoice,policy and cancelled check
•Any additional documents as requested by the City
•Operating Expenses:
•Detailed invoices/bill
•Cancelled checks and/or Bank statements
•Any additional documents requested by the City
22
Docusign Envelope ID:A34EEEAC-F303-42A4-AD7C-830285DEE98D
EXHIBIT "C"
"Budget"
The attached budget reflects the scope of expenses that may be incurred through this Agreement.
D WIAMIBEACH CDBG FY 2024
Project Budget
Sub-Recipient:
Award Amount:
Buddy System MIA
$8.221 00
Project.HoreboundFood Access Distnbuion
Please list all items that wll be reimbursed by the City of Miami Beach
ROEERMN
Executive Director
Directorof Programming
Community Liasion
Personnel Expenses -Category Totals
$s
$
Quantity Unit Cost
3,000 00 100.00%
422100 10000%
1.,000 00 _100.00%
sss
$
IISII
3,000 00
4,221 00
1.000 00
8,221.00
Operating Expenses Quantity Unit Cost Line Total
s
Operating Expenses -Category Totals
-t
.l..----$
0
0
Capital/Equipment Costs Quantity Unit Cost Line Total
0
0
0
0
Capital/Equipment Costs -Category Totals $
Professional Services Quantity Unit Cost Line Total
0
0
0
0
0
Professional Services -Category Totals $
Other Costs Quantity Unit Cost Line Total
Other Costs -Category Totals $ZEHE
0
0
0
0
0
0
8.221 00
23
Docusign Envelope ID:A34EEEAC-F303-42A44-AD7C-830285DEE98D
EXHIBIT "D"
"Financial Management"
To comply with Federal regulations,each program must have a financial management system that provides
accurate,current and complete disclosure of the financial status of the activity.This means the financial
system must be capable of generating regular financial status reports which indicate the dollar amount
allocated for each activity (including any budget revisions),amount obligated (i.e.,for which contract exists),
and the amount expended for each activity.The system must permit the comparison of actual expenditures
and revenues against budgeted amounts.The City must be able to isolate and to trace every CDBG dollar
received and prove where it went and for what it was used.
The City is responsible for reviewing and certifying the financial management of any operating agency,
which is not a City department or bureau,in order to determine whether or not it meets all of the above
requirements.If the agency's system does not meet these requirements and modifications are not possible,
the City must administer the CDBG funds for the operating agency.
Support for Expenditures
Sufficient support for expenses depends on the type of expenditure.They normally include the following
items:
•Salaries -Should be supported by proper documentation in personnel files of hire date,position,duties,
compensation,and raises with effective date,termination date,and similar type information.Non-
exempt employees are required by law to complete a timesheet showing number of hours they worked
during the day.All employees paid in whole or in part from CDBG funds should prepare a time sheet
indicating the hours worked on CDBG projects for each pay period.Based on these time sheets and
the hourly payroll costs for each employee,a voucher statement indicating the distribution of payroll
charges should be prepared and placed in the appropriate files.)
•Employee Benefits -Should be supported by personnel policies and procedures manual,describing
the types of benefits,eligibility and other relevant information.)
•Professional Services -Should be supported by a complete and signed copy of the contract between
the Sub-Recipient and the independent contractor,describing at the minimum,period of service,type
of service and method for payments,in addition to the invoice from the private contractor.
•Purchases -At a minimum,purchases should be supported by a purchase order,packing list and
vendor invoice.Credit card statements,travel itineraries,vendor statements and similar items do not
represent support for an expense.
Records
Accounting records must be supported by source documentation.Invoices,bills of lading,purchase
vouchers,payrolls and the like must be secured and retained for five (5)years in order to show for what
purpose funds were spent.Payments should not be made without invoices and vouchers physically in
hand.All vouchers/invoices should be on vendor's letterhead.Financial records are to be retained for a
period of five (5)years,with access guaranteed to the City,to HUD or Treasury officials or their
representative.
Audits
Sub-Recipient shall adhere to the following audit requirements:
1.Audits for Federal Awards in excess of $750,000 in a fiscal year.
If the Sub-Recipient expends $750,000 or more in the fiscal year in Federal awards it shall have a
single audit or program specific audit conducted for that year.The audit shall be conducted in
accordance with GAGAS and 2 CFR §200.501.The audit shall determine whether the financial
statements are presented fairly in all material respects in conformity with generally accepted accounting
principles.
In addition to the above requirements,the auditor shall perform procedures to obtain an understanding
of internal controls and perform sufficient testing to ensure compliance with the procedures.Further the
auditor shall determine whether the Sub-Recipient has complied with laws,regulations and the
provisions of this Agreement.
24
Docusign Envelope ID:A34EEEAC-F303-42A4-AD7C-830285DEE98D
A reporting package shall be submitted within the earlier of 30 days after receipt of the auditor's
report(s)or nine (9)months after the end of the audit period.The reporting package will include the
certified financial statements and schedule of expenditures of Federal Awards;a summary schedule of
prior audit findings;the auditor's report and the corrective action plan.The auditor's report shall include:
•An opinion (or disclaimer of opinion)as to whether the financial statements are presented fairly in
all material respects in conformity with generally accepted principles and an opinion (or disclaimer
of opinion)as to whether the schedule of expenditures of Federal Awards is presented fairly in all
material respects in relation to the financial statements taken as a whole.
•A report on internal controls related to the financial statements and major programs.This report
shall describe the scope of testing of internal controls and the results of the test,and,where
applicable,refer to the separate schedule of findings and questioned costs.
•A report on compliance with laws,regulations,and the provisions of contracts and/or this
Agreement,noncompliance with which could have a material effect on the financial statements.
This report shall also include an opinion (or disclaimer of opinion)as to whether the Sub-Recipient
complied with the laws,regulations,and the provisions of contracts and this Agreement which could
have a direct and material effect on the program and,where applicable,refer to the separate
schedule of findings and questioned costs.
•A schedule of findings and questioned cost which shall include the requirements of 2 CFR §
200.501.
2.Audits for Federal Awards under $750,000 in a fiscal year.
If the Sub-Recipient expends less than $750,000 in the fiscal year in Federal awards it is exempted
from Federal audit requirements for that year and consequently the audit cost is not a reimbursable
expense.The City,however,may request the Sub-Recipient to have a limited scope audit for
monitoring purposes.These limited scope audits will be paid for and arranged by the City and
address only one or more of the following types of compliance requirements:activities allowed or
disallowed;allowable costs/cost principles;eligibility;matching,level of effort,earmarking;and,
reporting.
All reports presented to the City shall,where applicable,include sufficient information to provide a
proper perspective for judging the prevalence and consequences of the findings,such as whether
an audit finding represents an isolated instance or a systemic problem.Where appropriate,
instances identified shall be related to the universe and the number of cases examined and
quantified in terms of dollar value.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
25
Docusign Envelope ID:A34EEEAC-F303-42A44-AD7C-830285DEE98D
EXHIBIT "E"
"Report Forms"
MIAMI BEACH Monthly Financial Report
Sub-Recipient:
Project:
Funding Source:
Funding Fiscal Year:
Date of Reimbursement Request:
2024 Reporting Period:1.------
0raw #1~-----
BUDDY SYSTEM MIA INC.
Homebound Food Access Distribution
CDBG FY 2024
Expense Category
Personnel ExpensesIOperatingExpenses
Capital/Equipment Expenses
Professional Services Expenses
Other Expenses
Reimbursement Summary
Grant Award Previous Available
Requests Balance
$8.221.00 $$8.221.00[s ls $■
$$s
$$$
$$$
This Request
$
$
$s
$
$Total Reimbursement Request $8,221.00 $-$8,221.00
Sub-Recipient Certification
In accordance with the contract between the City and the Sub-Recipient:The parties acknowledge
that the Funds originate from HUD,and must be implemented in full compliance with all of HUD'S
rules and regulations.
In accordance with the contract between the City and the Sub-Recipient.The Sub-Recipient
agrees to comply with all applicable Federal regulations as they may apply to Program
administration and to carry out each activity in compliance with the laws and regulations as
described in 24 CFR 570 Subpart K.as same may be amended from time to time.Additionally,
the Sub-Recipient will comply with all State and local (City and County)laws and ordinances
hereto applicable.
In accordance with the contract between the City and the Sub-Recipient.the Sub-Recipient wili
ensure and maintain evidence that activities assisted with HUD funds from the City comply with
the stated National Objective.
Signature of Preparing Party
Name
Date
Signature of Authorizing Party
Name
Date
26
Docusign Envelope ID:A34EEEAC-F303-42A4-AD7C-830285DEE98D
REIMBURSEMENT SUMMARY
Reimbursement Detail
Personnel Expenses
Employee (Nam e &Position)Rate Quantity Total Reimb ursement
$-
s -
$-
$-
$-
s -
$-
Person nel Expe nses Total $-
Operating Expenses
Check Che&Date Venda Nsmne Check Amoun t Reimbur semen t Amcu nt
s
s
s
s
Op erating Expenses Total $-
Capital/Equipment Expenses
Checo #Che&Date Vendor Nsme Checo Amo unt Reimbur semen t Amcount
s
s
s
s
Capi tal/Equipme nt Expenses Total S -
Professional Services Expenses
Che&#Che&Date Venda Nsre Che&Amount Reimbursemen t Amou nt
s
s
s
s
s
Professional Services Expenses Total $-
Other Expenses
Che&#Che&Date Vendor Name Cheak Amount Reimbu sement Amcunt
s
s
s
s
s
Other Expenses Total $-
27
Docusign Envelope ID:A34EEEAC-F303-42A4-AD7C-830285DEE98D
NA1A\NA/BEACH
CITY OF MIAMI BEACH
Offi ce of Housing and Community Services
Community Development Block Grant (CDBG)Program
Sub-Recipient on-Site Monitoring Checklist
Public Serv ices
Date of M onitoring Visit:
Sub-recipient:
Address:
Phone:
Project Nam e/Project M anager:
EXHIBIT "F"
"Monitoring Tool"
Fax:.
A.National Objective and Eligibility:.
Benefit to Low-and Moderate-Income Persons (CFR 570 208)
B.Conformance to the Sub-recipient Agreement
1 Contract Scope of work -Is the full scope of services
listed mn the contract files?Lust any deviation
YES NO NIA Comments
2
3
4
Levels of Accomplishments Is the project achieving the
expected levels of performance (number of persons served,
etc )and reaching the intended client group?
Is the project accomplishing what rt was designed
to do?
Timely Pertormance -Is the work being pertormed in a
timely manner (te meeting the schedule as shown mn
the Scope of Work)?
Budget -Do actual expenditures match planned
expenditures?
28
D ocusign Envelope ID :A34EEEA C -F303-42A4 -A D 7C -830285DEE98O
5
6
7
Requests for PaymenI -Are payment requests being
submitted in a timely manner?
Are payment requests consistent with level ot work
accomplished?
Is Program Income being reported on a monthly basis?
Progress Reports -Have progress reports been submitted
in a timely manner?
Are progress reports complete and accurate?
Special Conditions -Does the project contorm to any special
terms and conditions included in the agreement?
3ub-recipient.
C.Record-Keeping Systems (570.506)
YES NO N/A Comments
2
3
4
Fung System--Are file orderly,comprehensive,up-to-date,
secured tor confidentiality?
Documentation --Does sub-recapent have established
procedures tor collectung elgbduty income documentation
from program participantsictents?
Do project files have necessary documentation to support
national objective,elgbhtty and program costs?
Record Retention -Does sub-recipient nave a records
retenton policy and procedure?
Site _Management -Is project manager located on-site
and running day-to-day operations?
29
Docusign Envelope ID:A34EEEAC-F303-42A4-AD7C-830285DEE98D
BYRD ANTI-LOBBYING AMENDMENT CERTIFICATION FORM
APPENDIX A,44 C.F.R.PART 18 -CERTIFICATION REGARDING LOBBYING Certification for
Contracts,Grants,Loans,and Cooperative Agreements
The Contractor certifies,to the best of his or her knowledge,that:
1.No Federal appropriated funds have been paid or will be paid,by or on behalf of the Contractor,to
any person for influencing or attempting to influence an officer or employee of an agency,a Member
of Congress,an officer or employee of Congress,or an employee of a Member of Congress in
connection with the awarding of any Federal contract,the making of any Federal grant,the making
of any Federal loan,the entering into of any cooperative agreement,and the extension,continuation,
renewal,amendment,or modification of any Federal contract,grant,loan,or cooperative agreement.
2.If any funds other than Federal appropriated funds have been paid or will be paid to any person for
influencing or attempting to influence an officer or employee of any agency,a Member of Congress,
an officer or employee of Congress,or an employee of a Member of Congress in connection with this
Federal contract,grant,loan,or cooperative agreement,the Contractor shall complete and submit
Standard Form-LLL,"Disclosure Form to Report Lobbying,"in accordance with its instructions.
3.The Contractor shall require that the language of this certification be included in the award
documents for all subawards at all tiers (including subcontracts,subgrants,and contracts under
grants,loans,and cooperative agreements)and that all subrecipients shall certify and disclose
accordingly.
This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into.Submission of this certification is a prerequisite for making or
entering into this transaction imposed by 31,U.S.C.§1352 (as amended by the Lobbying Disclosure
Act of 1995).Any person who fails to file the required certification shall be subject to a civil penalty of
not less than $10,000 and not more than $100,000 for each such failure.
The Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification
and disclosure,if any.In addition,the Contractor understands and agrees that the provisions of 31
U.S.C.§3801 et seq.,apply to this certification and disclosure,if any.
I 8:07 AM PDT
Authorized Representative (Name):
Claudia Abreu
gt[jgg,Representative (Signature):
Lala.tru.
Docusign Envelope ID:A34EEEAC-F303-42A4-AD7C-830285DEE98D
SUSPENSION AND DEBARMENT CERTIFICATION
The Contractor acknowledges that:
(1)This Contract is a covered transaction for purposes of 2 C.F.R.pt.180 and 2 C.F.R.pt.3000.
As such the Contractor is required to verify that none of the Contractor,its principals (defined at
2 C.F.R.§180.995),or its affiliates (defined at 2 C.F.R.§180.905)are excluded (defined at 2
C.F.R.§180.940)or disqualified (defined at 2 C.F.R.§180.935).
(2)The Contractor must comply with 2 C.F.R.pt.180,subpart C,and 2 C.F.R.pt.3000,subpart
C,and must include a requirement to comply with these regulations in any lower tier covered
transaction it enters into.
(3)This certification is a material representation of fact relied upon by the City.If it is later
determined that the Contractor did not comply with 2 C.F.R.pt.180,subpart C and 2 C.F.R.pt.
3000,subpart C,in addition to remedies available to the City,the Federal Government may
pursue available remedies,including but not limited to suspension and/or debarment.
(4)The Contractor agrees to comply with the requirements of 2 C.F.R.pt.180,subpart C,and 2
C.F.R.pt.3000,subpart C,while this offer is valid and throughout the period of any contract that
may arise from this offer.The Contractor further agrees to include a provision requiring such
compliance in its lower tier covered transactions."
By virtue of submitting bid,bidder certifies or affirms its compliance with the Suspension and
Debarment Certification.
[Cegtat9.Authorized Representative (Name):
ls.Gr Claudia Abreu
Date Signed.(ot/a~wl~epresentative (Signature):
10/30/2024 I 8:07 AM PDT (Lau lia.ru.
MIAMI BEACH Contract/Document Routing Form
E77TT77%
N/A
Buddy System MIA Inc.
7TI
CDBG FY 2024 Agreement for Buddy System MIA Inc.
II
[:Ji4[Jg»[Tc]is]d ET.J.[JyEj ['Fi-I'•ttI E (n!'IT
Dr.Alba Tarre MD)/David Martinez %I\I
\y l \...wJa7HI?TT.61771I
Type 1-Contract,amendment,change order,or task order resulting from a procurement-issued competitive solicitation.
Type 2-Other contract,amendment,change order,or task order not resulting from a procurement-issued competitive solicitation.
Type 3-Independent Contractor Agreement (ICA)Type 6-Tenant Agreement
Type 4-Grant agreements with the City as the recipient Type 7--Inter-governmental agency agreement
X Type 5-Grant agreements with the City as the granter Type 8-Other:
ETT.TETE7T7]
On March 14,2024,the Mayor and City Commission approved Resolution No.2024-33187 authorizing the Administration to
issue a FY 2024 Request for Applications (RFA)for the HOME Investment Partnership Program,Community Development
Block Grant program and HOME American Rescue Plan Program Buddy System MIA Inc.submitted a proposal for CDBG The
Homebound Food Access Distribution program for $80,000.00 to provide free delivery,nutritious food each month to low-
income,homebound individuals who lack access to food pantries due to mobility limitations and limited support systems.By
providing direct deliveries,the program ensures that vulnerable individuals receive consistent,reliable access to essential
nutrition.On July 24,2024,the Mayor and City Commission of Miami Beach approved Resolution No.2024-33187 adopting
the One-Year Action Plan for FY 2024,which includes a total CDBG budget of $889,998.00 and a HOME budget of
$508,242.00.
As a result,Buddy System MIA Inc.,was awarded a FY 2024 CDBG Agreement for $8,221.00 to provide monthly food deliveries
to at least two clients who are both homebound and of low-to-moderate income.The budget will primarily cover staff salaries
essential for running the program,as the food provided to clients is donated.The program expenses support personnel
involved in client intake,case management,food collection and storage,food distribution,and client deliveries.
Executive Director:Responsible for client intake,case management,and facilitating food distributions.
Programming Director:Handles food-collection,pantry management,facilitating food distributions,and client deliveries.
Community Liaison:Assists with food distributions and client deliveries.
The agreement will begin on the date of contract execution and will terminate on September 30,2025.The FY 2024 grant
funds will be available once the U.S.Department of Housing and Urban Development (HUD)releases the funds.
0
ETHE7CAT.EC7TIET7 TA D]
(Contract execution date -9/30/2025)
I?o ·FT[FT
Grant Funded:I X I Yes I No I I State [x I Federal I I Other:I
EI7LIL7EC7TEI
ETTI ET7IHI7 TT77!TT7 EC"CAI!ITT
1 $8,221 132-0530-000345-23-404-534-25-00-00-50425 Yes X No
2 Yes No
3 Yes No
4 Yes No
5 Yes No
1.For contracts longer than five years,contact the Procurement Department.2.Attach any supporting explanation needed.
3.Budget approval indicates approval for the current fiscal year only.Future years are subject to City Commission approval of
the annual adopted operating budget.
City Commission Approved:
r ·e 'j]I CC Agenda Item No.:I CC Meeting Date:
I I
I Resolution No.:
[2024-33187
If no,explain why CC approval is not required:
egal Form Approved:I x I Yes I I No I If no,explain below why form approval is not necessary:
-ael or 1 ·)ti'2.1Mt ••i.i«:Toil7»!I
Procurement:N/A Grants:N/A
Budget:N/A Information Technology:N/A
Risk Management:N/A Fleet &Facilities:N/A
Human Resources:N/A Other:N/A