Independent Contract Agreement with Eliane Gotto DocuSign Envelope ID:6A0C16B2-E2A4-4592-802A-25509D59A068
Reso
2018-30259
INDEPENDENT CONTRACTOR AGREEMENT
This Agreement is entered into on this_day of9/16/2021 I ruzi tYakfig6n Eliane Gotto
("Contractor)and the City of Miami Beach,Florida(the."City"),for a period of approximately
28 weeks during the Fall and Spring semesters,with an effective starting date of September
13, 2021. and an end date of April 29, 2022, upon written confirmation from the City
Manager to Contractor(the"Term").
1. Description of Services.
Contractor will provide the services described in Exhibit "A" hereto (the "Services").
Contractor will provide afterschool enrichment services for children between Grades K to 8.
In accordance with the requirements of Section 1012.465, 1012.32 and 1012.467, Florida
Statutes,and School Board Policies 8475,1121.01,3121.01 and 4121.01 as amended from
time to time,Contractor,as an instructional contractor will.be required to submit to a criminal
history check and background screening requirements, including level 2 screening
requirements, as outlined in the above-referenced statutes and School Board Policies.
Although Contractor may be provided with a schedule of the available hours to provide its
Services, the City shall not control nor have the right to control the hours of the Services
performed by the Contractor; where the Services are performed (although the City will
provide Contractor with the appropriate location to perform the Services);when the Services
are performed (including how many days a week the services are performed); how the
Services are performed; or any other aspect of the actual manner and means of
accomplishing the Services provided. Notwithstanding the foregoing,all Services provided
by the Contractor shall be in accordance with the terms and conditions set forth in Exhibit
"A" hereto,and performed to the reasonable satisfaction of the City Manager. If there are
any questions regarding the Services to be performed, Contractor should contact the
following person:
Dr. Leslie Rosenfeld, Chief Learning and Development Officer
ORGANIZATIONAL DEVELOPMENT AND EDUCATION DEPARTMENT
1700 Convention Center Drive, Miami Beach, FL 33139
Tel: 305-673-7000 ext. 6923
2. Fee.
In consideration of the Services to be provided pursuant to this Agreement,the City agrees
to pay Contractor a fee, not to exceed the amount of$30 per session (the "Fee"), which
shall be paid as described in Exhibit"B" hereto, in an amount not to exceed $840 in the
2021-2022 school year. Additionally, the City of Miami Beach will fund up to $490 for
supplies with non-consumed supplies to be retained by the City of Miami Beach upon
completion of the classes. Contractor will provide to the Contract Manager a list of
requested supplies by September 3, 2021. Contractor will secure all supplies throughout
class period and return to the City of Miami Beach upon series completion.
The Contractor shall issue invoices to the City pursuant to the mutual agreement of the
parties and pursuant to the Fee Schedule set forth in Exhibit"B" hereto upon receipt of an
acceptable and approved invoice.The City shall remit payment to the Contractor within 45
days of receiving an invoice from the Contractor for that portion(or those portions)of the
Services satisfactorily rendered(and referred to in the particular invoice).
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3. Termination.
This Agreement may be terminated by either party,with or without cause, by giving written
notice to the other party of such termination, which shall become effective upon fourteen
(14) days following receipt by the other party of the written termination notice.
Notwithstanding the foregoing,in the event of a public health,welfare or safety concern,as
determined by the City Manager, in the City Managers 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. In the event of termination pursuant to this paragraph, the
Contractor shall be paid a sum equal to all payments due to him/her up to the date of
termination;provided Contractor is continuing to satisfactorily perform all Services up to the
date of termination. Thereafter,the City shall be fully discharged from any further liabilities,
duties, and terms arising out of, or by virtue of, this Agreement.
4. Indemnification/Hold Harmless.
Contractor agrees to indemnify,defend,and hold harmless the City of Miami Beach and its
officers,employees and agents, from and against any and all actions, claims, liabilities,
losses and expenses including,but not limited to,attorney's fees,for personal economic or
bodily injury, wrongful death, loss of or damage to property, at law or in equity, which may
arise or be alleged to have arisen from the negligent acts or omissions or other wrongful
conduct of Contractor, and/or any and all subcontractors,employees,agents,or any other
person or entity acting under Contractor's control, in connection with the Contractors
performance of the services pursuant to this Agreement. Contractor shall pay all such
claims and losses and shall pay all costs and judgments,which may arise from any lawsuit
arising from such claims and losses, and shall pay all costs and attorney's fees expended
by the City in defense of such claims and losses, including appeals.
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 Contractor for the Contractors agreement to indemnify and hold the City harmless, as
provided herein. Contractor and the City hereby agree and acknowledge that this indemnity
provision is intended to and shall survive the termination (or earlier expiration) of this
Agreement.
5. 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 the
compensation/fee to be paid to Contractor pursuant to this Agreement, less any amounts
actually paid by the City as of the date of the alleged breach. Contractor hereby expresses
his/her 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 equal to the
compensation/fee to be paid to Contractor pursuant to this Agreement, less any amounts
actually paid by the City as of the date of the alleged breach.
Accordingly,and notwithstanding any other term or condition of this Agreement,Contractor
hereby agrees that the City shall not be liable to Contractor for damages in the amount in
excess of the compensation/fee to be paid to Contractor pursuant to this Agreement, less
any amounts actually paid by the City as of the date of the alleged breach,for any action or
claim for breach of contract arising out of the performance or non-performance of any
obligations imposed upon the Qty.by this Agreement.
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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 Section
768.28, Florida Statutes.
6. Notices.
All notices and communications in writing required or permitted hereunder may 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:
CONTRACTOR: Eliane Gotto
1250 West Ave Apt 6L
Miami Beach, FL 33139
Be1la92037@yahoo.com
786-334-0171
CITY: Dr. Leslie Rosenfeld
City of Miami Beach
Organizational Development and Education Department
1700 Convention Center Drive
Miami Beach, FL 33139
305-673-7000 ext. 26923
Notice shall be deemed given on the date of an acknowledged receipt, and, in all other
cases, on the date of receipt or refusal.
7. 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,and the U.S. District Court,Southern District
of Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT, CITY AND
CONTRACTOR 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.
8. Duty of Care/Compliance with Applicable Laws/Conflict of Interest.
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 services.
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. Without limiting the foregoing,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,and as may be amended
from time to time;and by the City of Miami Beach Charter and Code,as may be amended
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from time to time, both of which are incorporated herein by referenced,as if fully set forth
herein.
Contractor covenants that it presently has no interest and shall not acquire any interest,
direct or indirectly which should conflict in any manner or degree with the performance of
the Services. Contractor further covenants that in the performance of Services under this
Agreement, no person having any such interest shall knowingly be employed by the
Contractor. Notwithstanding the foregoing, Contractor shall be able to provide similar
services to other third parties as long as they do not conflict with the Services to be
provided hereunder. 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.
9. No Discrimination.
In connection with the performance of the Services,the Contractor shall not exclude from
participation in,deny the benefits of,or subject to discrimination anyone on the grounds of
race, color, national origin, sex, age, disability, religion, income or family status.
Additionally, Contractor shall comply with 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,or public services,on the
basis of actual or perceived race,color,national origin,religion,sex,intersexuality,sexual
orientation, gender identity, familial and marital status, age, ancestry, height, weight,
domestic partner status, labor organization membership, familial situation, political
affiliation, or disability.
10. 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 expmipt frnrn
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
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required by the City to perform the service. If the Contractor transfers all
public records to the City upon completion of the Agreement,the Contractor
shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements.If the Contractor keeps
and maintains public records upon completion of the Agreement, the
Contractor shall meet all applicable requirements for retaining public
records.All records stored electronically must be provided to the City, upon
request from the City's custodian of public records, in a format that is
compatible with the information technology systems of the City.
(C) 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 the 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.
(D) CIVIL ACTION.
(1) If a civil action is filed against a Contractor to compel production of public
records relating to the City's contract for services,the court shall assess and
award against the Contractor the reasonable costs of enforcement,including
reasonable attorney's 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 eight (8) business days before filing the action, the plaintiff
provided written notice of the public records request, including a
statement that the Contractor has not complied with the request,to the
City and to the Contractor.
(2) A notice complies with subparagraph(1)(b)if it is sent to the City's custodian
of public records and to the Contractor at the Contractor's address listed on
its contract with the City or to the Contractor's registered agent.Such notices
must be sent by common carrier delivery service or by registered, Global
Express Guaranteed,or certified mail,with postage or shipping paid by the
sender and with evidence of delivery,which may be in an electronic format.
(3) A Contractor who complies with a public records request within eight (8)
business days after the notice is sent is not liable for the reasonable costs of
enforcement.
(E) 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:
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CITY OF MIAMI BEACH
ATTENTION: CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADOAMIAMIBEACHFL.GOV
PHONE: 305-673-7411
11. Ownership of Documents/Patents and Copyrights.
Any and all documents prepared by Contractor pursuant to this Agreement are related
exclusively to the Services described herein shall be deemed to be a"work made for hire",
and areintended or represented for ownership by the City. Any re-use distribution, or
dissemination of same by Contractor,other than to the City,shall first be approved in writing
by the City Manager, which approval, if granted at all, shall be at the City Manager's sole
and absolute discretion.
Any patentable and/or copyrightable result arising out of this Agreement, as well as all
information,specifications,processes,data and findings,are hereby assigned to the City,
in perpetuity,for public use.
No reports, other documents, articles or devices produced in whole or in part under this
Agreement shall be the subject of any application for patent or copyright by or on behalf of
the Contractor (or its employees or sub-contractors, (if any) without the prior written
consent of the City Manager,which consent,if given at all,shall be at the Manager's sole
and absolute discretion.
12. Liability for Rent, Supplies, Equipment, Etc.
Contractor shall provide all funds necessary to pay all debts, disbursements, and
expenses incurred in connection with its performance of the Services hereunder,and shall
not be entitled to any reimbursement from the City unless otherwise agreed to by the City.
It will also provide all supplies and equipment necessary to provide such Services. If
Contractor uses any of the City's facilities,supplies,or equipment to furnish the Services
hereunder,Contractor shall pay the City(or such amount shall be deducted from the Fee
set forth in Section 2)an amount as mutually agreed by the parties.
13. Liability for Sub-contractors.
Contractor shall be liable for its Services, responsibilities and liabilities under this
Agreement and the costs,services,responsibilities and liabilities of any sub-contractors(if
any),and any other person or entity acting under the direction or control of Contractor(if
any). In this regard, Contractor must furnish the City with all information relating to the
sub-contractors which is requested by the City.When the term"Contractor"is used in this
Agreement, it shall be deemed to include any sub-contractors (if any) and/or any other
person or entity acting under the direction .or control of Contractor (if any). All sub-
contractors(if any)must be disclosed in writing to the City prior to their engagement by
Contractor.
14. Independent Contractor/No Joint Venture.
THIS AGREEMENT SHALL NOT CONSTITUTE OR MAKE THE PARTIES A
PARTNERSHIP OR JOINT VENTURE. FOR THE PURPOSES OF THIS AGREEMENT,
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THE CONTRACTOR,SHALL BE DEEMED TO BE AN INDEPENDENT CONTRACTOR,
AND NOT AN AGENT OR EMPLOYEE OF THE CITY,AND SHALL NOT ATTAIN ANY
RIGHTS OR BENEFITS UNDER THE CIVIL SERVICE OR PENSION ORDINANCE OF
THE CITY,OR ANY RIGHT GENERALLY AFFORDED CLASSIFIED OR UNCLASSIFIED
( EMPLOYEES INCLUDING ANNUAL AND SICK DAY ACCRUAL. FURTHER, THE
CONTRACTOR SHALL NOT BE DEEMED ENTITLED TO FLORIDA WORKER'S
COMPENSATION BENEFITS AS AN EMPLOYEE OF THE CITY OR ACCUMULATION
OF SICK OR ANNUAL LEAVE.
The Contractor shall be the sole party responsible for any and all employment taxes,
unemployment compensation taxes or insurance, social security taxes, or other taxes,
insurance payments,or otherwise whether levied by any country or any political subdivision
thereof. The Contractor shall not, in anyway, be considered to be,or be deemed to be,an
employee of the City through the Services performed in this Agreement(e.g.,including,but
not limited to, for purposes of the Federal Insurance Contribution Act, the Social Security
Act,the Federal Unemployment Tax Act,the provisions of the Internal Revenue Code,any
state revenue and taxation code relating to income tax withholding at the source of income,
the Workers' Compensation Insurance Code and other benefit payments and third party
liability claims);and the Contractor shall indemnify and hold the City harmless from all costs,
loss,damages or expenses(including but not limited to taxes,accounting fees,court costs,
and attorney's fees at all levels of litigation)in the event of any.determination to the contrary
by any court of competent jurisdiction or governmental authority. The Contractor recognizes
( and understands that it will receive an Internal Revenue Service Form 1099 statement and
related tax statements,and will be required to file corporate and/or individual tax returns and
to pay taxes in accordance with all provisions of applicable Federal and state law. The
Contractor hereby promises and agrees to indemnify the City for any damages or expenses,
including attorney's fees, and legal expenses, incurred by the City as a result of the
Contractor's failure to make such required payments.
Except as otherwise expressly provided in the Agreement,the Contractor shall in no way '
hold itself out as an employee,dependent agent,or other servant of the City,its employees
or other agents,or as other than a free agent with respect to the City.The Contractor is not
granted,shall not have,and acknowledges the absence of any right or authority to assume
or create any obligations or responsibility,express or implied,on behalf of or in the name of
the City or to bind the latter in any matter or thing whatsoever.
15. Purchase.Order Requirement.
This Agreement shall not be effective until executed by the parties hereto and until the City
has issued a Purchase Order for this Agreement
16. . Force Maieure.
(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,
terrorism, sabotage, explosions, embargo restrictions, quarantine restrictions,
transportation accidents, strikes, strong hurricanes or tornadoes, earthquakes, or
other acts of God which prevent performance. Force Majeure shall not include
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technological impossibility, inclement weather, or failure to secure any of the
required permits pursuant to the Agreement.
(B) If the City or Contractor's performance of its contractual obligations is prevented or
delayed by an event believed by to be Force Majeure,such party shall immediately
upon learning of the occurrence of the event or of the commencement of any such
delay,but in no case within fifteen(15)business days thereof,provide notice of(i)of
the occurrence of event of Force Majeure, (ii)of the nature of the event and the
cause thereof,(iii)of the anticipated impact on the Agreement,(iv)of the anticipated
period of the delay,and(v)of what course of action such party plans to take in order
to mitigate the detrimental effects of the event. The timely delivery of the notice of
the occurrence of a Force Majeure event is a condition precedent to allowance of
any relief pursuant to this section; however, receipt of such notice shall not
constitute acceptance that the event claimed to be a Force Majeure event is in fact
Force Majeure,and the burden of proof of the occurrence of a Force Majeure event
shall be on the requesting party.
(C) No party hereto shall be liable for its failure to carry out its obligations under the
Agreement during a period when such party is rendered unable, in whole or in part,
by Force Majeure to carry out such obligations. The suspension of any of the
obligations under this Agreement due to a Force Majeure event shall be of no
greater scope and no longer duration than is required. The party shall use its
reasonable best efforts to continue to perform its obligations hereunder to the extent
such obligations are not affected or are only partially affected by the Force Majeure
event, and to correct or cure the event or condition excusing performance and
otherwise to remedy its inability to perform to the extent its inability to perform is the
direct result of the Force Majeure event with all reasonable dispatch.
(D) Obligations pursuant to the Agreement that arose before the occurrence of a Force
Majeure event causing the suspension of performance shall not be excused as a
result of such occurrence unless such occurrence makes such performance not
reasonably possible. The obligation to pay money in a timely manner for obligations
and liabilities which matured prior to the occurrence of a Force Majeure event shall
not be subject to the Force Majeure provisions.
17. Assignment.
Contractor shall not assign all or any portion of this Agreement without the prior written
consent of the City Manager,and it is agreed that said consent must be sought in writing by
Contractor not less than sixty(60)days prior to the date of any proposed assignment.
18. Audit and Inspection Records.
Contractor shall permit the authorized representatives of the City to inspect and audit all
data and records of the Contractor, if any, relating to performance under this Agreement
until the expiration of three years after final payment under this Agreement.
Contractor further agrees to include in all his/her subcontracts hereunder a provision to the
effect that the sub-contractor agrees that the City or any of their duly authorized
representatives shall, until the expiration of three years after final payment to the sub-
contractor, have access to and the right to examine any directly pertinent books,
documents,papers and records of such sub-contractor,involving transactions related to the
sub-contractor.
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19. Inspector.General Audit Rights.
(A) Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has
established the Office of the Inspector General which may, on a random basis,
perform reviews, audits, inspections and investigations on all City contracts,
throughout the duration of said contracts. This random audit is separate and distinct
from any other audit performed by or on behalf of the City.
(B) The Office of the Inspector General is authorized to investigate City affairs and
empowered to review past,present and proposed City programs,accounts,records,
contracts and transactions. In addition, the Inspector General has the power to
subpoena witnesses, administer oaths, require the production of witnesses and
monitor City projects and programs.Monitoring of an existing City project or program
may include a report concerning whether the project is on time,within budget and in
conformance with the contract documents and applicable law. The Inspector
General shall have the power to audit, investigate, monitor, oversee, inspect and
review operations, activities, performance and procurement process including but
not limited to project design,bid specifications,(bid/proposal)submittals,activities of
the Contractor, its officers,agents and employees, lobbyists, City staff and elected
officials to ensure compliance with the contract documents and to detect fraud and
corruption. Pursuant to Section 2-378 of the City Code, the City is allocating a
percentage of its overall annual contract expenditures to fund the activities and
operations of the Office of Inspector General.
(C) Upon ten (10)days written notice to the Contractor, the Contractor shall make all
requested records and documents available to the Inspector General for inspection
and copying. The Inspector General is empowered to retain the services of
independent private sector auditors to audit, investigate, monitor,oversee, inspect
and review operations activities, performance and procurement process including
but not limited to project design, bid specifications, (bid/proposal) submittals,
activities of the Contractor, its officers,agents and employees, lobbyists, City staff
and elected officials to ensure compliance with the contract documents and to detect
fraud and corruption.
(D) The Inspector General shall have the right to inspect and copy all documents and
records in the Contractor's possession, custody or control which in the Inspector
General's sole judgment, pertain to performance of the contract, including, but not
limited to original estimate files,change order estimate files,worksheets,proposals
and agreements from and with successful subcontractors and suppliers,all project-
related correspondence,memoranda,instructions,financial documents,construction
documents, (bid/proposal) and contract documents, back-change documents, all
documents and records which involve cash, trade or volume discounts, insurance
proceeds, rebates, or dividends received, payroll and personnel records and
supporting documentation for the aforesaid documents and records.
(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
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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.
20. 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.
21. Severance.
In the event this Agreement or a portion of this Agreement is found by a court of competent
jurisdiction to be invalid,the remaining provisions shall continue to be effective unless City
elects to terminate this Agreement.
22. Joint Preparation.
1
The parties hereto acknowledge that they have sought and received whatever competent
advice and counsel as was necessary for them to form a full and complete understanding of
all rights and obligations herein and that the preparation of this Agreement has been a joint
effort of the parties, the language has been agreed to by parties to express their mutual
intent and the resulting document shall not, solely as a matter of judicial construction, be
construed more severely against one of the parties than the other.
23. Mutual cooperation.
Contractor recognizes that the performance of this Agreement is essential to the provision of
vital public services and the accomplishment of the stated goals and mission of the City.
Therefore, the Contractor shall be responsible to maintain a cooperative and good faith
attitude in all relations with the City and shall actively foster a public image of mutual benefit
to both parties. The Contractor shall not make any statements or take any actions
detrimental to this effort.
24. Entire Agreement.
This writing and any exhibits and/or attachments incorporated(and/or otherwise referenced
for incorporation herein) embody the entire agreement and understanding between the
parties hereto,and there are no other agreements and understandings,oral or written,with
reference to the subject matter hereof that are not merged herein and superseded hereby.
25. E Verify.
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(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) If the City has a good faith belief that Contractor has knowingly violated
Section 448.09(1), Florida Statutes,the City shall terminate this Agreement
with Contractor for cause, and City shall thereafter have or owe no further
obligation or liability to Contractor.
(2) If the City has a good faith belief that a subcontractor has knowingly violated
Section 20(A),but the Contractor otherwise complied with such section,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 Subsections(B)(1)or(BX2)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 Subsections
(BX1)or(B)(2) no later than 20 calendar days after the date on which the
contract was terminated.
(5) If the City terminates the Agreement with Contractor under the foregoing
Subsection (B)(1), Contractor may not be awarded a public contract for at
least 1 year after the date of termination of this Agreement.
(6) Contractor is liable for any additional costs incurred by the City as a result of
the termination of this Agreement under this Section 20.
Page 11 of 17
DocuSign Envelope ID:6A0C16B2-E2A4-4592-802A-25509D59A068
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed by the respective officials thereunto duly authorized,this date and year first above
written.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
DS
DocuSigned by: DocuSigned by:
By: Loat av'a natio 1161.4 '� Nudal�
FAB66AO�F8k54C rk 7AE29EF34012Q ..
Manager
Ft 9/16/2021 I 2:27 PM EDT city
FOR CONTRACTOR: ELIANE GOTTO
WITNESS:
DocuSigned by: ,rDocuSigned bby�y:""11tt
By: EAU%it, jfjr'OWA, C aaA.t, c�o110
BB22A9946ACD43
7646A1D18B784E6... ,sIgnatUre
Maggie Brown
Eliane Gotto
Print Name Print Name
Date: 9/3/2021 I 1:37 PM EDT
Approved: Approved as to form & language&
for execution.
DocuSigned by:
. � I if
III.,,,
194 24CA93 ! h.. 4„
1.+��, , ,
Depar mer birectorCity Attorney Date
DocuSigned by: S
pan Ot, ww ato exceed $1,330 from account a Atti_01341
t l f Macagement and Budget
DocuSigned by:
M; l 50444
*ufigi 1 taburces
Page 12 of 17
DocuSign Envelope ID:6A0C16B2-E2A4-4592-802A-25509D59A068
Exhibit A
Description of Services
The Contractor will provide afterschool enrichment for students in grades K through 8th.
The description of the Afterschool enrichment classes is incorporated herein by
reference and attached hereto as Exhibit"A-1". The classes may be provided by virtual
methods; provided, that the City Manager's designee approves, in writing, of the delivery
method.
Afterschool enrichment will take place in the following Miami Beach Public Schools:
0 Biscayne Elementary or Virtual
X Fienberg Fisher K-8 Center or Virtual
The onsite sessions are from 3:00 pm—4:30 pm Monday, Tuesday, Thursday and
Friday and 2:00 pm—3:30 pm Wednesday. Virtual Sessions(if applicable)are from
4:00pm—5:00 pm Monday, Tuesday, Thursday, and Friday and 3:00 pm—4:00 pm
Wednesday.
Miami Beach Fienberg Fisher K-8 and Biscayne Beach Elementary
Monday 0 Robotics X Jazz 0 Bookclub 0 Flag Football OMIT Scratch(Biscayne)
Tuesday 0 3D Printing 0 Logic/Math Games 0 Science Fair ❑Robotics(Biscayne)
Wednesday 0 MIT Scratch 0 Cheerleading(Beg)0 Basketball❑Logic/Math Games(Bis)
Thursday 0 Healthy Me 0 Volleyball 0 Cheerleading(Adv)030 Printing (Biscayne)
Fall 2021 Semester Dates(12 weeks)
September 13(Orientation week) Week 7: November 1-5
Week 1: September 20-24 Week 8: November 8-12
Week 2: September 27-October 1 'No school November 11
Week 3: October 4-8 Week 9: November 15-19
Week 4: October 11-15 'No Afterschool November 22-25
Week 5: October 18-22 Week 10: November 29- December 3
Week 6: October 25-29 Week 11: December 6-10
'No Afterschool Dec.13—Jan.7
Spring 2021 Semester Dates(15 weeks)
9
January 10 (Orientation week) Week 8: March 7-11
Week 1: January 17-21 Week 9: March 14-18
*No school January 17 'No school March 21-25
Week 2: January 24-28 Week 10: March 28-April 1
Week 3: January 31-February 4 Week 11: April 4-8
Week 4: February 7-11 Week 12: April 11-15
Week 5: February 14-18 'No school April 15
Week 6: February 21-25 Week 13:April 18-22
'No school February 21 Week 14:April 25-29
Week 7: February 28—March 4
Page 13 of 17
DocuSign Envelope ID:6A0C16B2-E2A4-4592-802A-25509D59A068
Exhibit A-1
JAZZ/HIP-HOP
Lesson 1: Essential Skills:
-Plie
-Tendu
-Stretching
-Step touch
- Kick ball-change
-Final routine (Hip-Hop)
Lesson 2: Essential Skills:
- Plie
-Tendu
-Stretching
- Battement traveling
-Three steps turn
- Final routine (Hip-Hop)
Lesson 3- Essential Skills:
- Plie
-Tendu
-Stretching
- Pirouettes (starting)
- Final routine (Hip-Hop)
Lesson 4- Essential Skills:
-Plie
-Tendu
-Stretching
- Isolations
-Jazz Walks
-Final routine (Hip-Hop)
Lesson 5- Essential Skills:
- Plie
-Tendu
-Stretching
- Isolations
-Jumps
- Final routine (Hip-Hop)
DocuSign Envelope ID:6A0C16B2-E2A4-4592-802A-25509D59A068
Lesson 6- Essential Skills:
- Plie
-Tendu
-Stretching
- Isolations
- Pique traveling
- Final routine (Hip-Hop)
Lesson 7- Essential Skills:
- Plie
-Tendu
-Stretching
- Isolations
-Chasse
- Final routine (Hip-Hop)
Lesson 8- Essential Skills:
-Plie
-Tendu
-Stretching
- Isolations
-Pique traveling
- Final routine(Hip-Hop)
Lesson 9- Essential Skills:
- Plie
-Tendu
-Stretching
- Isolations
-Grand jetes
-Final routine (Hip-Hop)
Lesson 10-Essential Skills:
-Plie
-Tendu
-Stretching
- Isolations
-Pirouettes
- Final routine (Hip-Hop)
Lesson 11- Essential Si ills: I
-Plie
-Tendu
-Stretching
- Isolations
- Kick ball change and walks
-Final rouline (Hi p-Hop)
Page 15 of 17
DocuSign Envelope ID:6A0C16B2-E2A4-4592-802A-25509D59A068
Lesson 12- Essential Skills:
- Plie
-Tendu
-Stretching
- Isolations
- Leaps
- Final routine (Hip-Hop)
Lesson 13- Essential Skills:
- Plie
-Tendu
-Stretching
- Isolations
- Kick ball change and walks
- Final routine (Hip-Hop)
Lesson 14-Essential Skills:
- Plie
-Tendu
-Stretching
- Isolations
-Chasse with turns
- Final routine (Hip-Hop)
Page 16 of 17
DocuSign Envelope ID:6A0C16B2-E2A4-4592-802A-25509D59A068
Exhibit B
Fee
The fee of$30 per session covers participant supervision from pick up from designated
school location to parental pick up at conclusion of class from designated location. If
virtual, from class start time to end time per schedule.
Page 17 of 17
DocuSign Envelope ID:6A0C16B2-E2A4-4592-802A-25509D59A068
Routing Coversheet
Organizational Development Department
DATE: 9/3/2021 1 3:15 PM EDT
TO: Alina T. Hudak, City Manager
FROM: Dr. Leslie Rosenfeld, Chief Learning Officer
ICA Eliane Gotto
SUBJECT:
Routing:
Name Shure Department
Dr. Leslie Org
Rosenfeld Development _
x Pedro De-faria DS Office of
I' PF Management
l &Budget
x Michael Smith DS Human
MS Resources
DS
x Mark Taxis M� Office of the
City Manager
x Alina T. Hudak '—°' Office of the
att-Ds City Manager
x Rafael Granado ` City Clerk
For:
Information Only
X Review and approval
X City Manager's Signature
X City Clerk's Signature
Other
Comments:
• Per Resolution 2018-30259 which supports funding our
Afterschool Enrichment program at Fienberg-Fisher K8 and
Biscayne Beach Elementary,the two City schools that were
identified as lacking robust Afterschool Enrichment
programs comparable with other City schools. Eliane Gotto
jazz/hip hop teaches n Afterschool Book Club at Fienberg-
Fisher K8.
Return to:
Dr.Leslie Rosenfeld
305.335.5462