PSA with Miami Beach Botanical Garden PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH
AND
MIAMI BEACH BOTANICAL GARDEN
FOR
THE CITY OF MIAMI BEACH COMMUNITY COMPOSTING PILOT PROJECT
This Professional Services Agreement ("Agreement") is entered into this 13 day of
JAN-QAn7 , 20.!; ("Effective Date"), between the CITY OF MIAMI BEACH, FLORIDA, a
municipal corporation organized and existing under the laws of the State of Florida, having its
principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139 (the "City"), and
MIAMI BEACH GARDEN CONSERVANCY, INC, a Florida non-profit corporation, whose
address is 2000 Convention Center Dr, Miami Beach, Florida 33139 ("Contractor").
SECTION 1
DEFINITIONS
Agreement: This Agreement between the City and Contractor, including any exhibits
and amendments thereto.
City Manager: The chief administrative officer of the City.
City Manager's
Designee: The City staff member who is designated by the City Manager to
administer this Agreement on behalf of the City. The City Manager's
designee shall be the Elizabeth Wheaton, Environment and Sustainability
Department Director.
Contractor: For the purposes of this Agreement, Contractor shall be deemed to be an
independent Contractor, and not an agent or employee of the City.
Services: All services, work and actions by the Contractor performed or undertaken
pursuant to the Agreement.
Fee: Amount paid to the Contractor as upfront compensation for Services.
Proposal Document: The Contractor's Proposal Document ("Proposal") are hereby
incorporated and made a part hereof as Exhibit "A"; provided, however,
that in the event of an express conflict between the Proposal Documents
and this Agreement, the following order of precedent shall prevail: this
Agreement; and the Proposal.
Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center
Drive, Third Floor, Miami Beach, Florida 33139; telephone number (305)
673-7000, Ext. 6435; and fax number(305) 673-7023.
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SECTION 2
SCOPE OF SERVICES
2.1 In consideration of the Fee to be paid to Contractor by the City, Contractor shall provide
a pilot composting program as described in Exhibit"A" under the Proposal.
Notwithstanding the foregoing, all "Services" provided by the Contractor shall be performed in
accordance with the terms and conditions set forth in Exhibit "A" and to the reasonable
satisfaction of the City Manager. The Contractor will be solely responsible for the supervision of
the delivery, monitoring and maintenance of the composting pilot project, as well as landscaping
maintennace within the site. If there are any questions regarding the Services to be performed,
Contractor should contact the following person:
Elizabeth Wheaton
Environment and Sustainability Department Director
Elizabethwheaton(a�miamibeachfl.00v
305-673-7010
or
• Yanira Pineda
Sustainability Specialist
Yanirapineda(c�miamibeachfl.gov
305-673-7010 x 6840
2.2 Contractor's Services, and any deliverables incident thereto, shall be completed in
accordance with the timeline and/or schedule in Exhibit "A" hereto. Additionally, on a weekly
basis the Contractor shall maintain landscaping within the area.
2.3 REPORTING REQUIREMENTS
A quarterly report of gross receipts and progress update, certified to be accurate by Contractor
must be submitted to the City, through the City Manager's designee, to be received throughout
the Term. The quarterly report shall include a list of residents that joined the program, amount
of food/waste received/composted, lessons learned regarding operational improvements or
challenges, number of educational events/workshops including a brief description of the event,
number of attendees and outcomes on a quarterly basis.
2.4 EMERGENCY PREPARATION
The Contractor will be solely responsible for the site preparation in the best interest of the City's
health, safety and welfare, in advance of a threatened storm event or other force majeure event,
such as a tropical storm or hurricane. The City shall provide Contractor with three (3) days
written notice of such emergency preparation request.
SECTION 3
TERM
The term of this Agreement ("Term") shall commence on the December 1, 2019 and shall be in
effect until December 31, 2020 (initial term), with one (1) renewal option, for a period not to
exceed one (1) year, to be exercised at the City Manager's sole option and discretion, by
providing Contractor with written notice of same no less than thirty (30) days prior to the
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expiration of the initial term. The total amount paid to Contractor during the Term, including any
renewal term shall not exceed $100,000.00.
Notwithstanding the Term provided herein, Contractor shall adhere to any specific timelines,
schedules, dates, and/or performance milestones for completion and delivery of the Services,
as same is/are set forth in the timeline and/or schedule referenced in Exhibit"A" hereto.
SECTION 4
FEE
4.1 In consideration of the Services to be provided, Contractor shall be compensated the full
amount of$37,400 for the needed upfront costs for the pilot implementation as per the Proposal
referenced in Exhibit "A" hereto. This amount shall include all equipment, maintenance, operations,
personnel, licensing, insurance, technology and any other incidental items or fees required for a fully
functional composting pilot program.
4.2 Payment for Services shall be made to Contractor as a one-time upfront payment, due
within forty-five days from receipt of an invoice.
4.3 INVOICING
Upon receipt of an acceptable and approved invoice, payment(s) shall be made within forty-five
(45) days for that portion (or those portions) of the Services satisfactorily rendered (and
referenced in the particular invoice).
Invoices shall include a detailed description of the Services provided, including any required
supporting documentation for reporting requirements of Exhibit "A", and shall be submitted to
the City at the following address:
Environment and Sustainability Department
1700 Convention Center Dr, 4th Floor-City Manager's Office
Miami Beach, Florida, 33139
Attention: Sustainability Specialist
SECTION 5
TERMINATION
5.1 TERMINATION FOR CAUSE
If the Contractor shall fail to fulfill in a timely manner, or otherwise violates, any of the
covenants, agreements, or stipulations material to this Agreement, the City, through its City
Manager, shall thereupon have the right to terminate this Agreement for cause. Prior to
exercising its option to terminate for cause, the City shall notify the Contractor of its violation of
the particular term(s) of this Agreement, and shall grant Contractor ten (10) days to cure such
default. If such default remains uncured after ten (10) days, the City may terminate this
Agreement without further notice to Contractor. Upon termination, the City shall be fully
discharged from any and all liabilities, duties, and terms arising out of, or by virtue of, this
Agreement.
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Notwithstanding the above, the Contractor shall not be relieved of liability to the City for
damages sustained by the City by any breach of the Agreement by the Contractor. The City, at
its sole option and discretion, shall be entitled to bring any and all legal/equitable actions that it
deems to be in its best interest in order to enforce the City's rights and remedies against
Contractor. The City shall be entitled to recover all costs of such actions, including reasonable
attorneys'fees.
If the City shall fail to fulfill in a timely manner, or otherwise violates, any of the covenants,
agreements, or stipulations material to this Agreement, Contractor shall thereupon have the
right to terminate this Agreement for cause and sue for and collect damages, including
reasonable attorney's fees and costs; provided however, that Contractor expressly
acknowledges and agrees that any recovery by Contractor shall be limited to the amount set
forth in Section 8 of this Agreement. Prior to exercising its option to terminate for cause, the
Contractor shall notify the City of its violation of the particular term(s) of this Agreement, and
shall grant the City ten (10) days to cure such default.
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 OFSUCH NOTICE.
ADDITIONALLY, IN THE EVENT OF A PUBLIC HEALTH, WELFARE OR SAFETY
CONCERN, AS DETERMINED BY THE CITY MANAGER, IN THE CITY MANAGER'S
SOLE DISCRETION, THE CITY MANAGER, PURSUANT TO A VERBAL OR
WRITTEN NOTIFICATION TO CONTRACTOR, MAY IMMEDIATELY SUSPEND THE
SERVICES UNDER THIS AGREEMENT FOR A TIME CERTAIN, OR IN THE
ALTERNATIVE, TERMINATE THIS. AGREEMENT ON. A GIVEN DATE. IF THE
AGREEMENT IS TERMINATED FOR CONVENIENCE BY. THE CITY, CONTRACTOR
SHALL BE PAID FOR ANY SERVICES SATISFACTORILY PERFORMED UP TO THE
DATE OF TERMINATION; FOLLOWING WHICH THE CITY SHALL BE DISCHARGED
FROM ANY AND ALL LIABILITIES, DUTIES, AND TERMS ARISING OUT OF, OR BY
VIRTUE OF, THIS AGREEMENT,. EXCEPT FOR ITS OBLIGATION TO MAKE
PAYMENT TO MIAMI BEACH BOTANICAL GARDEN FOR SERVICES RENDERED
THROUGH THE DATE OF TERMINATION.
5.3 TERMINATION FOR INSOLVENCY
The City also reserves the right to terminate the Agreement in the event the Contractor is
placed either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of
creditors. In such event, the right and obligations for the parties shall be the same as provided
for in Section 5.2.
SECTION 6
INDEMNIFICATION AND INSURANCE REQUIREMENTS
6.1 INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City of Miami Beach and its officers,
employees, agents, and Contractors, from and against any and all actions (whether at law or in
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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.
6.2 INSURANCE REQUIREMENTS
The Contractor shall maintain and carry in full force during the Term, the following insurance:
1. Worker's compensation and employer's liability per the Statutory limits of the
state of Florida. .
2. Comprehensive General Liability (occurrence form), limits of liability $
1,000,000.00 per occurrence for bodily injury property damage to include
Premises/ Operations; Products, Completed Operations and Contractual Liability.
Contractual Liability and Contractual Indemnity (Hold harmless endorsement
exactly as written in "insurance requirements" of specifications).
3. Automobile Liability - $1,000,000 each occurrence - owned/non-owned/hired
automobiles included.
4. The City must be named as an additional insured, on the liability policies; and it
must be stated on the certificate.
The insurance must be furnished by insurance companies authorized to do business in the
State of Florida. Allinsurance policies must be issued by companies 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 A.M. Best Company, Oldwick, New Jersey, or its equivalent.
All Contractor certificates shall contain endorsements providing that written notice shall be given
to the City at least thirty (30) days prior to termination, cancellation or reduction in coverage in
the policy.
Original certificates of insurance must be submitted to the City's Risk Manager for approval'
(prior to any work and/or services commencing) and will be kept on file in the Office of the Risk
Manager. The City shall have the right to obtain from the Contractor specimen copies of the
insurance policies in the event that submitted certificates of insurance are inadequate to
ascertain compliance with required coverage.
Contractor hereby grants to City of Miami.Beach a waiver of any right to subrogation which any
insurer of the Contractor may acquire against the City of Miami Beach by the payment of any
loss under- such insurance. Contractor agrees to .obtain any endorsement that may be
necessary to affect this waiver of subrogation, but this. provision applies regardless of whether
the City of Miami Beach has received a waiver of subrogation endorsement from the insurer.
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Compliance with the foregoing requirements shall not relieve the Contractor of the liabilities and
obligations under this Section or under any other portion of this solicitation.
SECTION 7
LITIGATION JURISDICTION/VENUE/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.
pECTION 8 .
LIMITATION OF CITY'S LIABILITY
The City desires to enter into this Agreement only if in so doing the City can place a limit on the
City's liability for any cause of action, for money damages due to an alleged breach by the City
of this Agreement, so that its liability for any such breach never exceeds the sum of $10,000.
Contractor hereby expresses its willingness to enter into this Agreement with Contractor's
recovery from the City for any damage action for breach of contract to be limited to a maximum
amount of$10,000. .
Accordingly, and notwithstanding any other term or condition of this Agreement, Contractor
hereby agrees that the City shall not be liable to the Contractor for damages in an amount in
excess of $10,000 for any action or claim for breach of contract arising out of the performance
or non-performance of any obligations imposed upon the City by this Agreement.
Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a
waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida
Statutes.
SECTION 9
DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS/PATENT RIGHTS; COPYRIGHT;
AND CONFIDENTIAL FINDINGS
9.1 DUTY OF CARE
With respect to the performance of the work and/or service 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 work and/or services, Contractor shall comply with all applicable laws,
ordinances, and regulations of the City, Miami-Dade County, the State of Florida, and the
federal government, as applicable.
9.3 PATENT RIGHTS; COPYRIGHT; CONFIDENTIAL FINDINGS
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Any work product arising out of this Agreement, as well as all information specifications,
processes, data and findings, are intended to be the property of the City and shall not otherwise
be made public and/or disseminated by Contractor, without the prior written consent of the City
Manager, excepting any information, records etc. which are required to be disclosed pursuant to
Court Order and/or Florida Public Records Law.
All reports, documents, articles, devices, and/or work produced in whole or in part under this
Agreement are intended to be the sole and exclusive property of the City, and shall not be
subject to any application for copyright or patent by or on behalf of the Contractor or its
employees or sub-Contractors, without the prior written consent of the City Manager.
Notwithstanding the foregoing, Contractor shall retain sole and exclusive rights to all aspects of
its mobile application, technology. platform, APIs, software, etc., and all other technology and
proprietary information developed by Contractor and/or related to Contractor's business, and
nothing in this section should be deemed to provide the City with any property rights therein.
SECTION 10
GENERAL PROVISIONS
10.1 AUDIT AND INSPECTIONS
Upon reasonable verbal or written notice to Contractor, and at any time during normal
business hours (i.e. 9AM — 5PM, Monday through Fridays, excluding nationally recognized
holidays), and as often as the City Manager may, in his/her reasonable discretion and
judgment, deem necessary, there shall be made available to the City Manager, and/or such
representatives as the City Manager may deem to act on the City's behalf, to audit, examine,
and/ or inspect, any and all other documents and/or records relating to allmatters covered by
this Agreement. Contractor shall maintain any and all such records at its place of business at
the address set forth in the "Notices" section of this Agreement..
10.2 ASSIGNMENT, TRANSFER OR SUBCONSULTING
Contractor shall not subcontract, assign, or transfer all or any portion of any work and/or
service under this Agreement without the prior written consent of the City Manager, which
consent,if given at all, shall be in the Manager's sole judgment and discretion. Neither this
Agreement, nor any term or provision hereof, or right hereunder, shall be assignable unless as
approved pursuant to this Section, and any attempt to make such assignment (unless
approved) shall be void.
10.3 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.
10.4 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.
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Additionally, Contractor shall comply fully with the City of Miami Beach Human Rights
Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time,
prohibiting discrimination in employment, housing, public accommodations, and public
services on account of actual or perceived race, color, national origin, religion, sex,
intersexuality, gender identity, sexual orientation, marital and familial status, age, disability,
ancestry, height, weight, domestic partner status, labor organization membership, familial
situation, or political affiliation.
10.5 CONFLICT OF INTEREST
Contractor herein agrees to adhere to and be governed by all applicable Miami-Dade County
Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami-Dade County
Code, as may be amended from time to time; and by the City of Miami Beach Charter and
Code, as may be amended from time to time; both of which are incorporated by reference as if
fully set forth herein.
Contractor covenants that it presently has no interest and shall not acquire any interest,
directly or indirectly, which could conflict in any manner or degree with the performance of the
Services. Contractor further covenants that in the performance of this Agreement, Contractor
shall not knowingly employ any person having any such interest. No member of or delegate to
the Congress of the United States shall be admitted to any share or part of this Agreement or
to any benefits arising therefrom.
10.6 CONTRACTOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
(A) Contractor shall comply with Florida Public Records law under Chapter 119, Florida
Statutes, as may be amended from time to time.
(B) The term "public records" shall have the meaning set forth in Section 119.011(12), which
means all documents, papers, letters, maps, books, tapes, photographs, films, sound
recordings, data processing software, or other material, regardless of the physical form,
characteristics, or means of transmission, made or. received pursuant to law or
ordinance or in connection with the transaction of official business of the'City.
(C) Pursuant to Section 119.0701 of the Florida_ Statutes, if the Contractor meets the
definition of"Contractor" as defined in Section 119.0701(1)(a), the Contractor shall:
(1) Keep and maintain public records required by the City to perform the service;
(2) Upon request from the City's custodian of public records, provide the City with a
copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in
Chapter 119, Florida Statutes or as otherwise provided by law;
(3) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed, except as authorized
by law, for the duration of the contract term and following completion of the
Agreement if the Contractor does not transfer the records to the City;
(4) Upon completion of the Agreement, transfer, at no cost to the City, all public
records in possession of the Contractor or keep and maintain public records
required by the City to perform the service. If the Contractor transfers all public
records, to the City upon completion of the Agreement, the Contractor shall
destroy any duplicate public records that are exempt or confidential and exempt
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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
cords.
electronically must be provided to the Cippuuponblicrrequuest4ll from recordsstored
sCity's
custodian of public records, in a format that .is compatible with the information
technology systems of the City.
(D) REQUEST FOR RECORDS; NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the City's contract for
services must be made directly to the City. If the City does not possess the
requested records, the City shall immediately notify the 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 ords to
reasonable time may be subject to penalties under s.c119 10. the City within a
(E) CIVIL ACTION.
(1) If a civil action is filed against a Contractor to compel production of
public
relating to the City's contract for services, the court shall assess ndrd 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 Cityand to the
Contractor.
(2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of
public records and to the Contractor at the Contractor's address listed on its
contract with the City or to the Contractor's registered agent. Such notices must
be sent by common carrier delivery service or by registered, Global Ex ress
Guaranteed, or certified mail, with postage or shippingp
with evidence of delivery, which may be in an electronic forat y the sender and
(3) A Contractor who complies with a public records request within 8 business da s
after the notice is sent is not liable for the reasonable costs of enforcement. y
(F) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: Rafael E. Granado, City Clerk
1700 Convention Center Drive
Miami Beach, Florida 33139
E-MAIL: RafaelGranadomiamibeachfl qov
PHONE: 305-673-7411
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(G) Notwithstanding any of the foregoing, the City shall maintain the confidentiality of any.
records or information that constitutes.a trade secret or proprietary information and is
exempt from disclosure, pursuant to Section 815.045, Florida Statutes. The parties
agree that the Agreement or any other agreement between the parties (collectively, the
Agreements), including, without limitation, the terms of the Agreements, the payments
made or received pursuant to the.Agreements; or other like information relating to the
transaction of the official business of the City, in its capacity as a Florida municipal
corporation, shall not constitute a trade secret.
10.7 FORCE MAJEURE
The parties shall be excused for non-performance or delay in- performance of any of its
obligations under this Agreement due to acts of God, war, civil commotion, embargo, strikes,
fire, theft, delay in delivery of services of sub-Contractors or sub-suppliers,shortage of labor or
materials, compliance, with any regulation or directive of any national, state or local
government, or any department or agency thereof, epidemiic, hurricane, tropical storm,
inclement weather, earthquake or any other similar unforeseen event or act of God (whether or
not similar in nature to those specified)which are outside the reasonable control of the parties,
provided that the parties will resume performance of its obligations under this Agreement when
reasonably safe and able to do so following any such force majeure incident.
SECTION 11
NOTICES
All notices and communications in writing required or permitted hereunder, shall be delivered
personally to the representatives of the Contractor and the City listed below or may be mailed
by U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally recognized
overnight delivery service.
Until changed by notice, in writing, all such notices and communications shall be addressed as
follows:
TO CONTRACTOR:
Miami Beach Garden Conservation, Inc.
2000 Convention Center Dr
Miami Beach, Florida 33139
Attention: Sandy Shapiro .
TO CITY:
Environment and Sustainability Department
1700 Convention Center DR, 4th Floor-City Manager's Office
Miami Beach, Florida, 33139
Attention: Yanira Pineda, Sustainability Specialist
Notice may also be provided to any other address designated by the party to receive notice if such
alternate address is provided via U.S. certified mail, return receipt requested, hand delivered, or by
overnight delivery. In the event an alternate notice address is properly provided, notice shall be
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sent to such alternate addressin addition to any other address which notice would otherwise be
sent, unless other delivery instruction as specifically provided for by the party entitled to notice.
Notice shall be deemed given on the date of an acknowledged receipt, or, in all other cases, on the
date of receipt or refusal.
SECTION 12
MISCELLANEOUS PROVISIONS
12.1 CHANGES AND ADDITIONS
This Agreement cannot be modified or amended without the express written consent of the
parties. No modification, amendment, or alteration of the terms or conditions contained herein
, shall be effective unless contained in a written document executed with the same formality and
of equal dignity herewith.
12.2 SEVERABILITY
If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this
Agreement shall not be affected, and every other term and provision of this Agreement shall be
valid and be enforced to the fullest extent permitted by law.
12.3 WAIVER OF BREACH
A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of
such provision or modification of this Agreement. A party's waiver of any breach of a provision
of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be
construed to be a modification of the terms of this Agreement.
12.4 JOINT PREPARATION
The parties hereto acknowledge that they have sought and received whatever competent advice
and counsel as was necessary for them to form a full and complete understanding of all rights
and obligations herein and that the preparation of this Agreement has been a joint effort of the
parties, the. language has been agreed toby parties to express their mutual intent and the
resulting document shall not, solely as a matter of judicial construction,' be construed more
severely against one of the parties than the other.
12.5 ENTIRETY OF AGREEMENT
The City and Contractor agree that this is the entire Agreement between the parties. This
Agreement supersedes all prior negotiations, correspondence, conversations, agreements or
understandings applicable to the matters contained herein, and there are no commitments,
agreements or understandings concerning the subject matter of this Agreement that are not
contained in this document. Title,and paragraph headings are for convenient reference and are
not intended to confer any rights or obligations upon the parties to this Agreement.
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•
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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: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
a City lerk City �.nage. ----
40.‘g;1
Date: 13/2026 :g
INCORPc
FOR CONTRACTOR: MIAMI BEACH GARDEN CONSERVANCY, INC.
ATTEST:
By: .
64444%
_41 oirD
Print Name and Title Print ame and r'itle / j-lam
Date:
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•
APPROVED AS TO
FORM & LANGUAGE
& FOR E ECUTION
12
City Attorney Date
EXHIBIT A.
MIAMI BEACH BOTANICAL GARDEN PROPOSAL
13
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Miami Beach Community Composting
Pilot Project
City of Miami Beach
Miami Beach Botanical Garden
2000 Convention Center Drive, Miami Beach, FL 33139
Phone: 305-673-PALM (7256)
Sandy Shapiro, Executive Director, sshapiro@mbgarden.org
Cassidy Fry, Compost Advisor, cornpost c( mbgarden.orq
Sanna O'Sullivan, Head Gardener, sanna@mbgarden.org
Contents
Project Description- pg. 1
Operational Plan- pg. 2-3
Site Layout- pg. 4
Compost Site Components- pg. 5
Operations and Budget- pg. 6
City Responsibilities, Capacity and Timeline- pg. 7
Protect Description
Mission:
The City of Miami Beach in conjunction with the Miami Beach Botanical Garden (MBBG)will
develop a composting hub on 85th Street and Collins Avenue(North Beach West Lot#6)to serve the
residents who live at the northern communities of Miami Beach.The site will offer a full service
composting program including logistical assistance, compost transformation, and community education.
This collaboration is designed to increase residents' engagement in sustainable practice and will result in
soil production to be used by the Miami Beach Botanical Garden.
Goal:
The primary objective for composting is to reduce the amount of food waste Miami Beach
residents send to landfill as pollution, instead transform that food waste into usable compost soil.The
consciousness of waste saving, sustainable education and upcycling the finished nutrient rich soil for
plants and incorporate that soil into organic gardens builds a pathway to sustainability for Miami Beach
and beyond.
Pilot Project Description:
The existing compost hub at the Miami Beach Botanical Garden is the prototype for the future
North Beach Compost Project. The proposed timeline for implementation begins within the first quarter of
the 2019-2020 fiscal year. The North Beach pilot program is designed solely for free residential drop-offs
of food scraps and fee based drop off for select local businesses. Miami Beach Botanical Garden staff will
be responsible for managing the Compost Hub on behalf of the City of Miami Beach. The City of Miami
Beach will be responsible for the needed utilities and trash removal.
Our compost advisor, Cassidy Fry and Head Gardener, Sanna O'Sullivan will guide all stages of
the pilot project and liaison with City of Miami Beach's Environment&Sustainability Department for
community outreach. Regular reports will be submitted to the Environment&Sustainability Department to
measure the project's effectives and community impact. The success of the program will be measured by
the quantity of waste diverted from the landfills and the number of residents educated by this program.
These outcomes will determine the feasibility of developing a citywide compost program in the future.
Funding
Funding for the project will be the budgeted through the City of Miami Beach's Environment&
Sustainability Department. The City of Miami Beach will compensate the Miami Beach Garden
Conservancy the total cost requested when the contract is finalized. Subsequent funding will be budgeted
fiscally and paid in similar manner.
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Operational.Pian
The North Beach Compost Hub will be an aerobic hand turned community composting facility for
Miami Beach residents to drop off their household plant based organic materials such as vegetables,fruit,
grains, coffee grounds, shredded paper and compostable products.The hub will not accept any other
animal based products (meat,fish, dairy,feces, manure or dead animals)other than egg shells whose
content has been removed. This is to prevent any possible exposure to animal based pathogens.
Landscape waste, construction debris, hazardous materials and biologically hazardous waste are strictly
prohibited. Site security will be provided with a lock and chain on the gate of the site.
Should any of these materials be found in the drop off containers, they will be separated and
disposed of h the trash receptacle. Should any non-approved material mix with the approved material, all
will need to be removed to avoid contamination.
Mulch is the only additional ingredient that will be used within each compost pile. The mulch is
the ingredient which absorbs liquids, prevent smells, mitigates insects and adds the carbon needed to
facilitate the composting process.
To prevent a rodent population the compost piles are lined with wire,fabric and tarp to prevent
access to a food source.All food waste is covered in mulch to make food waste unattractive to animals
and flies.The temperature of the compost during decomposition will be above 110 degrees F which:is too
hot for non-thermophilic life forms to live in the compost pile. All compost coming from the drop off can is
immediatelyput into the compost pile and covered. The drop off can will be designed to be rodent proof.
To prevent odors the compost is oxygenated by aerating the compost which prevents anaerobic
bacterial activity and minimizes methane production. The thickness (height)of the compost piles will be
kept under 5feet to maintain vertical airflow through the compost pile which also prevents anaerobic
decomposition from creating methane and other smelling gases.The odors of decomposition are retained
within the mulch,carbon layer.
Drop off Procedure: Multilingual informational signage with pictograms will provide instructions
to residents,guiding them through the drop off process. The hub's drop off area will be a secured custom
designed wood and aluminum"box.,"which will house three secured containers. This is the self-service
and the solearea of the hub for residents when the hub gates are closed.
▪ Container#1(Drop Off Bin)is where the resident deposits their compost waste. This
container has a sealed bottom to prevent liquids from leaching into the ground and an
animal tamper proof
• Container#2 is mulch—residents will be instructed to cover their compost with a layer of
mulch.
• Container#3 is for non-compostable trash, such as plastic bags.
Thestaff of Miami Beach Botanical Garden will monitor and maintain the drop-off area with 3-4
weekly visits The"Drop Off Bin"will be emptied minimum 2 times per week and monitored regularly.The
mulch contaner will be replenished 2-3 times per week based on volume required to ensure there will
always be sufficient mulch to cover the dropped off compost waste. MBBG volunteers will work with staff
as the hub Bows.
Processes of Compost Waste: MBBG staff member will move Container#1 inside the hub site
for processing in the compost pile.This will be done by wheeling the receptacle ontothe mulch pad
adjacent to be compost pile then transfer the contents into the compost pile. Any non-accepted materials
found in Container#1 will be thrown away in the trash receptacle.All liquid from the compost waste will
be contained within the compost pile.
Thecompost piles will be constructed of 6"x 6" gauge wire mesh cages to create the initial
structure.These cages house the layers of compost waste and mulch.
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An initial 4-6-inch layer of mulch on grade covered with an impervious plastic tarp and another 4-
6 inch layer of mulch will cover the existing ground. All compost piles will be placed on this ground
protection pad.
Each compost pile is designed to prevent exposure of the ground and groundwater to leachate
from the compost waste. Each pile will be lined with an impervious tarp bottom liner, a burlap fabric cage
liner, secured together by zip ties and covered with a tarp held on with rope wrapped around the compost
pile. The bottom tarp is to hold all liquid in the compost pile. The burlap is used to hold materials inside
the wire cage and aids in breaking down of material by spreading mycelia. The tarp cover prevents
rainwater from entering the compost pile, drowning the compost and leaching out of the compost pile. No
rainfall will enter compost and water usage will be limited to only what is necessary for composting the
material within the compost pile.
The piles will be maintained aerobically by hand turning with pitch fork and electric auger a
minimum of twice per week. Compost carbon to nitrogen ratios will provide a minimum composting
temperature of 135 degrees F for several weeks.with a thermophilic range above 140 degrees F for 1-2
weeks.The compost pile will be turned until it cools to 110 degrees F and then rested to cure by fungal
activity and become humic compost soil. Once the composting process is complete, the soil will be
aerated by a final turn and used as is or sifted and mixed with other soil products(Perlite, Peat Moss,
Coconut Coir,Vermiculite, etc...)to make a final Miami Beach Botanical Garden soil mix.
Compost Yield: The amount of food waste received is based upon community engagement and
drop offs.As more waste is collected, piles/stages will be added.We estimate roughly 300 lbs. per
week/10 gallons per day once program is fully up and running. Monthly education/volunteer sessions will
be offered to spread the knowledge of composting throughout the neighborhood.We expect to produce
anywhere from 3-18 Cubic yards(1-6 compost piles)in the first year.The maximum amount is 52 Cubic
yards(15 compost piles onsite at one time).We don't foresee reaching that volume in the first year. The
soil produced will go back into Miami Beach Botanical Garden:grounds for plant fertility, sold to members
of the community based on demand and/or donated to community.
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Site Design Layout
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85TH STREET COMMUNITY COMPOSTING AREA
THE CITY OF MIAMI BEACH
&THE MIAMI BEACH BOTANICAL.GARDEN
•
8/27/19
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Compost Site Components
Community compost drop off bin
Compost piles
Mulch
Water access
Trash can access for non-corn postable disposal
Loading and parking space adjacent to worksite
Finished soil storage area
Activities/Education area
Tool box
Tools
Garden plant edges
Waste sorting area
Parking
Tools
Pitchforks/Auger
Shovel
Hose
Hose Nozzle
First Aid Kit
String/rope
Tarps
Burlap
Wire Mesh
Wheel barrows
Sifters
Chains and padlocks
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Composting Operations
Onsite Operatioris
1. Empty the Compost Collection Cans from Resident Drop offs
2.Add compost, mulch and other necessities to compost piles
•3.Transform waste into soil resource
4. Maintain compost site cleanliness
5. Use and distribute soil
Budget
City&Miami Beach North Beach Composting $53rel Beach Botanical Garden
' !Tools i r.., QrITT antity ',' 1
-Auger I woo! 1 um 0
.... ...
Pitchforic 35g'; 4! $200
- .
'Hose $50: 3 i • 3150
WheeiBaTrowI WOO! ' 2 $400
, -
;Shovel 5401
4! 5160
'Bet cutters I . 525 I; 225
Wire culled p6ers I 530 1! $30
Sifters I $100:: •4 $400
i . ;
i I
:Compost Piks - 3-- ;Quantity. - ,
!Cage 1 $160 1.50' 4: $840
r-- ;
Burlap t $110 150' 4 $440
;
• Wire 1 $10,mit 3 530
t:Tarp., I
• -. , 535'each 5 $525
;Total
• ; -1
•ln House Marketing ; ' •Quantity I
;Mark' etingiPlictography ' $2120!per month 12 52.400
Total- '4 $2-.400 t
:
:Ste Set Up ;. :Clarantitr 1
Set Up Cost I , $1.210
Drop off Bin 1 I 51.000
.Operations :Clam*? I
Mulch delivery $600'per mcasth12 57.200
. . ,
Total
$7.200;
. — --I
!Latbo ,
' •:,Quartfit _ :, I
Labor , . 20 his vuedty.$1Elthr , 520.000
Workman's Comp ! tyearfy $2.000
, , : --,•••
Total 1 i 522.000;
ar;ri-d-Total- ! ', : - ';•--- 137-14011
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City of Miami Beach Responsibilities
Fence with proposed wrap
Double swinging entrance gate—one wide/one pedestrian
Signage with CMB &MBBG Logos
Step by step multilingual signs with pictograms instructing drop off procedures for residents
Regular trash removal
Bring utilities into the hub site. (Water and electric)
Picnic Table
Small secure tool storage within the hub site
Joint Marketing Initiatives
One designated parking spot with signage for specific time/date (M-F, 8am-12pm)
Resident pin pad for drop off access
Composting Capacity
Site Capacity
The maximum capacity of the site is 15 compost piles (54 cu y)
78 gallons per day
550 gallons per week
2,500 gallons per month
The expected volume of compost to be processedon site is 6 compost piles (21.96 cu y)
10 gallons per day
70 gallons per week
315 gallons per month
Timeline
"First Soil" is ready at 4 months after the first pile is filled
Each pile takes 4 months to go from food waste to soil
1. Get approval to set up site including drop off bins and initial piles inside site.
2. Set up first compost bin to start collecting compostfrom residents. Have opening event.
3. Start filling first bin/pile.
4.Transform waste to soil once first pile is full &continue to add,fill and turn new piles.
5. First soilavailable at 3-4 months after first pile is full (3.66 cu y-732 gallons)
Example: 2 weeks to fill first pile+4 months processing= 18 weeks for first soil. Site is fully operational at
this point: Collection and Intake, Soil Transformation and Soil Sales all happening.
6.The rate of the incoming compost waste volume directly correlates to the capacity of the composting
site and the soil volume produced.
7. Progress and milestones will be dependent on the number of residents that use the Hub tracked
through online sign-up forms and the number of gallons of waste processed into soil. Other measurables
will be community involvement including volunteer hours and workshops/on-site events.
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