PSA Agreement with Feeding South Florida, Inc 2_022 32-311
DocuSign Envelope ID:74A029C7-069F-4073-926B-7A134606CBB8
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH
AND OCT 2 4 2022
FEEDING SOUTH FLORIDA, INC
This Professional Services Agreement ("Agreement") entered into this day of
-:2022, 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 FEEDING
SOUTH FLORIDA, INC., a Florida nonprofit corporation, whose address is 2501 SW 32
Terrace Pembroke Park, Fl 33023 ("Contractor")(collectively, the "Parties").
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.The City Manager's designee
shall be the Office of Housing and Community Services 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 compensation for Services.
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..
SECTION 2
SCOPE OF WORK(SERVICES)
2.1 Contractor's Services, and any deliverables incident thereto, shall be completed in
accordance with the timeline and/or schedule in Exhibit"A" hereto.
2.2 Although Contr41tor may be provided with a schedule of the available hours to provide
its Services, the City stiall: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
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shall be performed in accordance with the guidelines set forth in Exhibit"A" hereto, and 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:
Alba Tarre, Department Director
Office of Housing and Community Services
1700 Convention Center Drive
Miami Beach, Florida, 33139
SECTION 3
TERM
The term of this Agreement (Term) shall commence on October 1st, 2022. All Services to be
rendered shall be completed no later than September 30, 2023.
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
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4.1 In consideration of the Services to be provided, Contractor shall be compensated on a
fixed fee basis, in a total amount not to exceed Seventy-Two Thousand Dollars($72,000.00).
4.2 Contractor shall be compensated for the Services, as set forth in Section 2 and Exhibit
"A", as follows:
(A) Supply, manage and operate one (1)food distribution per month for a period of twelve
(12)consecutive months during the Term,at a cost of Six Thousand Dollars($6,000.00)
per food distribution.
(B) Each food distribution event shall serve a minimum of two hundred (200) families.
Families, as referenced herein, shall mean a household with an average of 3 people
per household.
Contractor's compensation shall be further subject to and conditioned upon all or any portion
of the Services to be provided herein being allowable and within the Scope of Services
delineated in Exhibit"A".
4.3 Contractor shall provide the City with a detailed invoice, on a monthly basis,that details
all services performed by Contractor in a particular month, including the form attached as
Exhibit "B" herein. Contractor's invoices are subject to the review and approval of the City
Manager and/or his or her designee, who shall be the Department Director of the Office of
Housing and Community Services.The City shall not remit any payments to Contractor unless
Contractor provides the City with a detailed invoice that is acceptable'to the City.
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4.4 INVOICING
Upon receipt of an acceptable and approved invoice, payment(s) shall be made within thirty
(30)days for that portion services satisfactorily rendered (and referenced in the invoice).
Invoices shall be signed by an authorized employee of the Contractor, shall include a detailed
description of the Services (or portions thereof) provided, and shall be submitted to the City at
the following address:
Alba Tarre, Department Director
Office of Housing and Community Services
1700 Convention Center Drive
Miami Beach, Florida, 33139
SECTION 5
TERMINATION
5.1 TERMINATION FOR CAUSE
If the Contractor shall fail to fulfill in a timely manner, or otherwise violates, any of the
covenants, agreements, or stipulations material to this Agreement,the City, through its
City Manager, shall thereupon have the right to terminate this Agreement for cause.
Prior to exercising its option to terminate for cause, the City shall notify the Contractor
of its violation of the particular term(s)of this Agreement and shall grant Contractor ten
(10)days to cure such default. If such default remains uncured after ten (10)days, the
City may terminate this Agreement without further notice to Contractor. Upon
termination, the City shall be fully discharged from any and all liabilities, duties, and
terms arising out of, or by virtue of, this Agreement.
Notwithstanding the above, the Contractor shall not be relieved of liability to the City for
damages sustained by the City by any breach of the Agreement by the Contractor. The
City, at its sole option and discretion,shall be entitled to bring any and all legal/equitable
actions that it deems to be in its best interest in order to enforce the City's rights and
remedies against Contractor. The City shall be entitled to recover all costs of such
actions, including reasonable attorneys'fees.
5.2 TERMINATION FOR CONVENIENCE OF THE CITY
THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS
CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY
TIME DURING THE TERM BY GIVING WRITTEN NOTICE TO CONTRACTOR OF
SUCH TERMINATION; WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY.(30)
DAYS FOLLOWING RECEIPT BY THE CONTRACTOR OF SUCH NOTICE.
ADDITIONALLY, IN THE EVENT OF A PUBLIC 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,
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CONTRACTOR SHALL BE PAID FOR ANY SERVICES SATISFACTORILY
PERFORMED UP TO THE DATE OF TERMINATION; FOLLOWING WHICH THE
CITY SHALL BE DISCHARGED FROM ANY AND ALL LIABILITIES, DUTIES, AND
TERMS ARISING OUT OF, OR BY VIRTUE OF, THIS AGREEMENT.
5.3 TERMINATION FOR INSOLVENCY
The City also reserves the right to terminate the Agreement in the event the Contractor is
placed either in voluntary or involuntary bankruptcy or makes an assignment for the benefit
of creditors. In such event, the right and obligations for the parties shall be the same as
provided for in Section 5.2.
SECTION 6
INDEMNIFICATION AND INSURANCE REQUIREMENTS
6.1 INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City of Miami Beach and its officers,
employees, agents, and contractors, from and against any and all actions (whether at law or
in equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys'fees
and costs, for personal, economic, or bodily injury, wrongful death, loss of or damage to
property, which may arise or be alleged to have arisen from the negligent acts, errors,
omissions or other wrongful conduct of the Contractor, its officers, employees, agents,
contractors, or any other person or entity acting under Contractor's control or supervision, in
connection with, related to, or as a result of the Contractor's performance of the Services
pursuant to this Agreement. To that extent,the Contractor shall pay all such claims and losses
and shall pay all such costs and judgments which may issue from any lawsuit arising from such
claims and losses and shall pay all costs and attorneys' fees expended by the City in the
defense of such claims and losses, including appeals.
The parties agree that one percent (1%) of the total compensation to Contractor for
performance of the Services under this Agreement is the specific consideration from the City
to the Contractor for the Contractor's indemnity agreement. The provisions of this Section 6.1
and of this indemnification shall survive termination or expiration of this Agreement.
6.2 INSURANCE REQUIREMENTS
The Contractor shall not commence any work and/or Services pursuant to this Agreement until
all insurance required under this Section has been obtained and such insurance has been
reviewed and approved by the City's Risk Manager.
The Contractor shall maintain and carry in full force during the Term, the following insurance:
(A) Comprehensive General Liability insurance, to include sexual molestation, in an
amount not less than $500,000 combined single limit per occurrence and $1,000,000
aggregate in a policy year. Deductibles exceeding $1,000 are discouraged, unless
Contractor can provide financial statements to support a higher deductible. The City of
Miami Beach must be designated and shown as an additional insured and the
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certificate holder with respects to this coverage.The general liability policy must contain
coverage for the following:
(1) Bodily Injury;
(2) Property Damage;
(3) No exclusions for Abuse, Molestation or Corporal Punishment;
(4) No endorsement for premises only operations.
(B) If applicable, Contractor Professional Liability insurance,with coverage amounts
not less than$250,000 per claim and in the aggregate. Defense costs may be inside
the limits of liability and the policy can be written on claims made form. The City of
Miami Beach is not required to be named as an Additional Insured. Professional liability
insurance is generally required when the scope of services uses professional services
that require certification or license(s)to provide direct services to Program participants.
(C) Workers Compensation & Employers Liability, as required pursuant to Florida
Statutes. Worker's Compensation Insurance must cover all employees, non-
incorporated independent contractors or Contractors, and incorporated independent
contractors or Contractors that do not have worker's compensation coverage or a valid
State of Florida exemption on file with the Department of Labor, as required by Florida
Statutes, Chapter 440. In the event that the Contractor is no longer exempt from
obtaining Worker's Compensation insurance, the Contractor must notify the City of
Miami Beach and provide the necessary certificate of insurance upon the termination
of the exemption. The employer's liability portion will be $500,000/$500,000/$500,000
as a minimum.
The insurance must be furnished by insurance companies authorized to do business in the
State of Florida. All insurance 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 of Contractor's 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.The insurance certificates for General Liability and Professional Liability
shall include the City as an additional insured and shall contain a waiver of subrogation
endorsement.
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.
The Contractor is also solely responsible for obtaining and submitting all insurance certificates
for any sub-contractors.
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 Agreement.
Failure by Contractor to comply with Section 6.2 shall be a material breach of this Contract.
The City will not disburse any funds under this Agreement until all required Certificates of
Insurance have been provided to and have been approved by the City's Risk Manager.
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The Contractor shall not commence any work and or services pursuant to this Agreement until
all insurance required under this Section has been obtained and such insurance has been
approved by the City's Risk Manager.
Contractor and or Contractor's insurance agent, as applicable, shall notify the City, in writing,
of any material changes in insurance coverage, including, but not limited to, any renewals of
existing insurance policies, not later than thirty(30) days prior to the effective date of making
any material changes to the insurance coverage except for ten (10) days for lack of payment
changes. Contractor shall be responsible for ensuring that all applicable insurance is
maintained and submitted to the City for the duration of this Contract. In the event of any
change in Contractor's Scope of Services, Attachment A, the City may increase, waive, or
modify in writing any of the foregoing insurance requirements. Any request by a Contractor to
decrease, waive, or modify any of the foregoing insurance requirements must be approved, in
writing, by the City prior to any such decrease, waiver, or modification. In the event that an
insurance policy is canceled, lapsed, or expired during the effective period of this Contract,the
City shall withhold all payments to Contractor until a new Certificate of Insurance required
under this section is submitted and approved by the City.The new insurance policy shall cover
the time period commencing from the date of cancellation of the prior insurance policy. The
City may require Contractor to furnish additional and different insurance coverage, or both, as
may be required from time to time under applicable federal or state laws or the City
requirements. Provision of insurance by Contractor, in no instance, shall be deemed to be a
release, limitation, or waiver of any claim, cause of action or assessment that the City may
have against Contractor for any liability of any nature related to performance under this
Agreement or otherwise. All insurance required hereunder may be maintained by Contractor
pursuant to a master or blanket policy or policies of insurance.
SECTION 7
LITIGATION JURISDICTIONNENUE/JURY TRIAL WAIVER
This Agreement shall be construed in accordance with the laws of the State of Florida. This
Agreement shall be enforceable in Miami-Dade County, Florida,and if legal action is necessary
by either party with respect to the enforcement of any or all of the terms or conditions herein,
exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. By
entering into this Agreement, Contractor and the City expressly waive any rights either party
may have to a trial by jury of any civil litigation related to or arising out of this Agreement.
SECTION 8
LIMITATION OF CITY'S LIABILITY
The City desires to enter into this Agreement only if in so doing the City can place a limit on
the City's liability for any cause of action, for money damages due to an alleged breach by
the City of this Agreement, so that its liability for any such breach never exceeds the sum of
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
its willingness to enter into this Agreement with Contractor's recovery from the City for any
damage action for breach of Agreement to be limited to a maximum amount of 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.
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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 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
for any action or claim for breach of Agreement 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
[INTENTIONALLY DELETED]
SECTION 10
GENERAL PROVISIONS
10.1 AUDIT AND INSPECTIONS
Upon reasonable verbal or written notice to Contractor, and at any time during normal
business hours (i.e., 9AM — 5PM, Monday through Fridays, excluding nationally recognized
holidays), and as often as the City Manager may, in his/her reasonable discretion and
judgment, deem necessary, there shall be made available to the City Manager, and/or such
representatives as the City Manager may deem to act on the City's behalf,to audit, examine,
and/ or inspect, any and all other documents and/or records relating to all matters covered
by this Agreement, including Contractor's financial records. 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. Contractor agrees to submit its agency financial audit to the City within 30
days of completion, at least once during the Term 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
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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/proposaly 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:
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, if given at all, shall be in the Manager's sole judgment and discretion. Neither this
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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.
Contractor shall be responsible for all Services performed, and all expenses incurred, under
this Agreement, including services provided and expenses incurred by any and all
subcontractors.The City shall not be liable to any subcontractor for any expenses or liabilities
incurred under any subcontract. Contractor shall be solely liable for any expenses or liabilities
incurred under any subcontract. Contractor shall hold harmless and defend, at Contractor's
expense, the City against any claims, demands or actions related to any subcontract.
10.4 [INTENTIONALLY DELETED]
10.5 NO DISCRIMINATION
In connection with the performance of the Services, the Contractor shall not exclude from
participation in, deny the benefits of, or subject to discrimination anyone on the grounds of
race, color, national origin, sex, age, disability, religion, income or family status.
Additionally, Contractor shall comply fully with the City of Miami Beach Human Rights
Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time,
prohibiting discrimination in employment, housing, public accommodations, and public
services on account of adtual or perceived race, color, national origin, religion, sex,
intersexuality, gender identity, sexual orientation, marital and familial status, age, disability,
ancestry, height, weight, domestic partner status, labor organization membership, familial
situation, or political affiliation.
10.6 CONFLICT OF INTEREST I 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.
In addition, Contractor shall obtain and maintain in full force and effect during the term of this
Agreement any and all licenses, certifications, approvals, insurances, permits and
accreditations, required by the State of Florida, Miami-Dade County, relevant municipalities,
or the federal government. Contractor must be qualified and registered to do business in the
State of Florida both prior to and during the Agreement term with the City.
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 from time to time); both of which are incorporated by
reference herein as if fully set forth herein.
The Contractor covenants that it presently has no interest and shall not acquire any interest,
direct or indirectly, which could conflict in any manner or degree with the performance of the
Services. The Contractor further covenants that in the performance of this Agreement,
Contractor shall not employ any person having 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 there from.
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10.7 CONTRACTOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
(A) Contractor shall comply with Florida Public Records law under Chapter 119, Florida
Statutes, as may be amended from time to time.
(B) The term "public records" shall have the meaning set forth in Section 119.011(12),
which means all documents, papers, letters, maps, books, tapes, photographs, films,
sound recordings, data processing software, or other material, regardless of the
physical form, characteristics, or means of transmission, made or received pursuant to
law or ordinance or in connection with the transaction of official business of the City.
(C) Pursuant to Section 119.0701 of the Florida Statutes, if the Contractor meets the
definition of"Contractor" as defined in Section 119.0701(1)(a), the Contractor shall:
(1) Keep and maintain public records required by the City to perform the service;
(2) Upon request from the City's custodian of public records, provide the City with
a copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in
• Chapter 119, Florida Statutes or as otherwise provided by law;
(3) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed, except as authorized
by law, for the duration of the Agreement term and following completion of the
Agreement if the Contractor does not transfer the records to the City;
(4) Upon completion of the Agreement, transfer, at no cost to the City, all public
records in possession of the Contractor or keep and maintain public records
required by the City to perform the service. If the Contractor transfers all public
records to the City upon completion of the Agreement, the Contractor shall
destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. If the Contractor keeps and
maintains public records upon completion of the Agreement, the Contractor
shall meet all applicable requirements for retaining public records. All records
stored electronically must be provided to the City, upon request from the City's
custodian of public records, in a format that is compatible with the information
technology systems of the City.
(D) REQUEST FOR RECORDS; NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the City's Agreement for
services must be made directly to the City. If the City does not possess the
requested records, the City shall immediately notify the Contractor of the
request, and the Contractor must provide the records to the City or allow the
records to be inspected or copied within a reasonable time.
(2) Contractor's failure to comply with the City's request for records shall constitute
a breach of this Agreement, and the City, at its sole discretion, may: (1)
unilaterally terminate the Agreement; (2) avail itself of the remedies set forth
under the Agreement; and/or(3)avail itself of any available remedies at law or
in equity.
(3) A Contractor who fails to provide the public records to the City within a
reasonable time may be subject to penalties under s. 119.10.
(E) CIVIL ACTION.
(1) If a civil action is filed against a Contractor to compel production of public
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records relating to the City's Agreement for services,the court shall assess and
award against the Contractor the reasonable costs of enforcement, including
reasonable attorney fees, if:
(a) The court determines that the Contractor unlawfully refused to comply with
the public records request within a reasonable time; and
(b) At least 8 business days before filing the action,the plaintiff provided written
notice of the public records request, including a statement that the
Contractor has not complied with the request, to the City and to the
Contractor.
(2) A notice complies with subparagraph(1)(b)if it is sent to the City's custodian of
public records and to the Contractor at the Contractor's address listed on its
Agreement with the City or to the Contractor's registered agent. Such notices
must be sent by common carrier delivery service or by registered, Global
Express Guaranteed, or certified mail, with postage or shipping paid by the
sender and with evidence of delivery,which may be in an electronic format.
(3) A Contractor who complies with a public records request within 8 business days
after the notice is sent is not liable for the reasonable costs of enforcement.
(F) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO(MIAMIBEACHFL.GOV
PHONE: 305-673-7411
10.8 E-VERIFY
(A) To the extent that Contractor provides labor, supplies, or services under this
Agreement, 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
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DocuSign Envelope ID:74A029C7-069F-4073-926B-7A134606CBB8
of the Agreement or such other extended period as maybe required under this
Agreement.
(B) TERMINATION RIGHTS.
(1) If the City has a good faith belief that Contractor has knowingly violated
Section448.09(1 ), Florida Statutes, which prohibits any person from knowingly
employing, hiring, recruiting, or referring an alien who is not duly authorized to
work by the immigration laws or the Attorney General of the United States, the
City shall terminate this Agreement with Contractor for cause, and the City shall
thereafter have or owe no further obligation or liability to Contractor.
(2) If the City has a good faith belief that a subcontractor has knowingly violated
the foregoing Subsection 10.8(A), but the Contractor otherwise complied with
such subsection, the City will promptly notify the Contractor and order the
Contractor to immediately terminate the contract 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 Agreement 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(B)(1), Contractor may not be awarded a public contract for at least1
year after the date of termination of this Agreement.
(6) Contractor is liable for any additional costs incurred by the City as a result of
the termination of this Agreement under this Section 10.8.
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: Feeding South Florida, Inc.
Attn: Velez, Francisco
2501 SW 32 Terrace
Pembroke Park, Fl 33023
Phone: (954)518-1818
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TO CITY: City of Miami Beach
Office of Housing and Community Services
Attn: Alba Tarre, Department Director
1700 Convention Center Drive
Miami Beach, Florida 33139
(305)673-7491
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 sent to such alternate address in 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 day on which personally served, or the day of receipt by
either U.S. certified mail or overnight delivery.
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 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.
12.4 [INTENTIONALLY DELETED]
12.5 BACKGROUND SCREENING
In accordance with Sections 39.001, 943.0542, 984.01, and 1012.465, and Chapters 402,430,
435, Florida Statutes, as applicable, employees, volunteers and subcontracted personnel who
work in direct contact with children or who come into direct contact with children must complete
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DocuSign Envelope ID:74A029C7-069F-4073-926B-7A134606CBB8
a satisfactory Level 2 background screening prior to commencing work pursuant to this
Agreement.
Level 2 background screening investigations must be completed through the Florida
Department of Law Enforcement (FDLE) VECHS (Volunteer & Employee Criminal History
System) Program. Satisfactory background screening documentation will be accepted for
those agencies that already conduct business with either the Department of Children and
Families (DCF) or the Department of Juvenile Justice (DJJ) or the Miami-Dade County Public
School System (MDCPS). A clearance letter from MDCPS Office of Employment Standards
indicating the person has successfully completed a Level 2 screening shall be acceptable by
the City.
If background screenings are completed with VECHS, then Contractor shall complete the
"Affidavit for Level 2 Background Screenings,", for each Agreement term. The Affidavit shall
cover employees, volunteers, and subcontractors performing services under this Agreement
who are required to complete a Level 2 background screening as defined in this section.
Contractor shall keep the"Affidavit for Level 2 Background Screenings" in Contractors records
for its personnel, volunteers, and sub-contractors. Contractor shall re-screen each employee,
volunteer, and/or subcontractor every five (5)years.
12.6 CONFIDENTIALITY
Contractor and the City understand that during the course of performing the Services
hereunder, each party may have access to certain confidential and proprietary information and
materials of the other party in order to further performance of the Services. The Parties shall
protect confidential information, comply with applicable federal and state laws on
confidentiality, and engage in measures to prevent unauthorized use, dissemination or
publication of confidential information regardless of the source of such information. Any
information determined to be confidential must be clearly marked as such. The Parties shall
not disclose confidential information to any third party (except that such information may be
disclosed to such party's attorneys), or to any employee of such party who does not have a
need to know such information, which need is related to performance of a responsibility
hereunder. However, this Agreement imposes no obligation upon the Parties with respect to
confidential information which: (a)was lawfully known to the receiving party before receipt from
the other; (b) is or becomes a matter of public knowledge through no fault of the receiving
party; (c) is rightfully received by the receiving party from a third party without restriction on
disclosure; (d) is independently developed by or for that party; (e) is disclosed under operation
of law; (f) is disclosed by the receiving party with the other party's prior written approval; or(g)
is subject to Chapter 119 of the Florida Statutes or is otherwise required to be disclosed by
law. In any event, Contractor shall be responsible for defending its claim that any information
submitted to the City is confidential, trade secret, or otherwise exempt from inspection and
copying under Florida's Public Records Law, including, but not limited to, defending or
indemnifying the City in the event that a claim or case is brought against the City, subject to
the limitations set forth in section 768.28, Florida Statutes. The confidentiality provision of this
Agreement shall remain in full force and effect after the termination of this Agreement.
12.7 DATA SECURITY OBLIGATION
Contractor shall maintain an appropriate level of data security for the personally identifiable
information (PII) Contractor is collecting or using in the performance of this Contract. PII is
information that can uniquely identify, contact, or locate a single person or can be used with
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other sources to uniquely identify individuals. Contractor shall maintain and adhere to a written
Data Security Policy that addresses requirements regarding the protection of PII from
unauthorized access and protection against data breaches and ensures Contractor is in
compliance with applicable federal and state standards with respect to transmission, receipt
and storage of PII on Contractor's computing network and as paper records. This policy shall
address the topics of computer passwords, screensavers that lock computers, securing
physical facilities, storing data, data use, data confidentiality agreements, and staff training
related to the policy. Additionally, Contractor is responsible for approving and tracking all
Contractor employees who request system or information access and ensuring that user
access has been removed from all terminated employees of Contractor. All employees and
independent contractors performing work or duties related to this Agreement will sign a Data
Confidentiality Agreement prior to beginning work related to this Contract. Contractor must also
abide by all requirements to protect client protected personally identifiable information (PPII).
Contractor shall fully comply with the data security obligations set forth in Exhibit "C" Section
0-13, entitled"Data Security Obligation"and in Exhibit"C"Attachment G,entitled Data Security
Definitions.
12.8 CHILDREN WITH DISABILITIES AND THEIR FAMILIES
Contractor understands that the City expects Contractor to meet any and all federal standards
under the Americans with Disabilities Act. Contractor must also implement reasonable
programmatic accommodations to include children with disabilities and their families,
whenever possible. Notwithstanding anything to the contrary, Contractor shall not be required
to make any alteration to any public-school building or other building or structure which is not
owned by Contractor.
12.9 RESPONSIBILITY OF THE CONTRACTOR
With respect to the performance of the Services, the Contractor shall exercise that degree of
skill, care, efficiency and diligence normally exercised by recognized professionals with respect
to the performance of comparable services. In its performance of the Services, the 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.
12.10 PATENT RIGHTS; COPYRIGHTS; CONFIDENTIAL FINDINGS
Any and all documents prepared by Contractor pursuant to this Agreement are related
exclusively to the work and/or services described herein and are intended or represented for
ownership by the City. Any re-use,distribution,or dissemination of same by Contractor,other
than to the City, must 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, shall be made available 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
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of the City Manager,which consent, if given at all, shall be at the Manager's sole and absolute
discretion.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
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DocuSign Envelope ID:74A029C7-069F-4073-926B-7A134606CBB8
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:
By:
Rafael E. Gran do . Hudak
City Clerk City Manager
Date
':If1CORPORATED'
OCT 2 4 2022 �a
CN'26"
FOR CONTRACTOR: FEEDING SOUTH FLORIDA, INC.
ATTEST:
By:
Francisco Velez Print Name/Title ��,G�i✓�Jw/,/
10/05/2022
Date
Corporate Seal
APPROVED AS TO
FORM & LANGUAGE
• &FOR EXECUTION
17 ' iir✓Cily Attorney Dote
DocuSign Envelope ID:74A029C7-069F-4073-926B-7A134606CBB8
EXHIBIT "A"
"SCOPE OF SERVICES"
All Services related to this Agreement being provided to the City's population must be
administered in a safe, public space.
Contractor staff must advise the City of any challenges to service delivery, including but not
limited to language barriers, capacity issues, immediately.
The Contractor a•rees to •rovide the followin. services:
Service Units of Families Documentation of Service
Service served
Monthly 12 200 (per Completion and execution of the following documents:
Food monthly 1. Intake Document for each family
Distribution distribution) 2. List of groceries distributed
3. Self-Certification (low-income)
Service Deliverables
Services must be delivered as follows:
1. Food distribution events to happen within the City of Miami
Beach.
2. Food to be obtained and/or purchased and organized for
Service families by Contractor.
3. Volunteers recruited and supervised by Contractor.
4. Contractor will provide the transport of the food to and from
the City.
5. Advertisement of the event via flyers and/or social media.
Food Distributions will take place once a month, every month, for a
Schedule period of 12 months.
Advertisement should happen on a continuous basis.
Location Throughout the City of Miami Beach. To be determined by the City.
Contractor will be responsible for informing the City of any emergencies, cancelations or
rescheduling necessary with as much advanced notice as possible.
Service Documentation
Services will be deemed as provided when the following documentation is provided within the
noted timeframes:
Documentation T S• • • D- . •I -
Intake Document Completed at the time of service. (i.e. as Within 30 days of the Food
participants arrive to get food, they will Distribution and should be
complete the intake document. submitted along with the
invoice.
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Document is to be created/provided by (Submission of intake
Contractor, final language to be approved documents can be
by the City. electronic.)
Families Served Contractor will submit monthly totals of At the time of invoice.
families served.
Groceries Contractor will also provide a list of At the time of invoice.
Provided groceries and approximate quantity of
each grocery type.
Penalties for Failure to Perform
If the Contractor fails, to submit required, accurate documentation in the timeframe allotted,
including the absence of notification email, the Contractor will forfeit one (1%) percent of the
combined billed total. Documents submitted within the required timeframe and found to be
insufficient are subject to penalties for failure to perform.
"Required, accurate documentation" may refer to:
• Intake Documents
• Families Served
• Groceries Provided
If the Contractor is unable to fulfill the contracted service level within the allocated timeframe
for each service component, the City reserves the right to reduce service levels accordingly
across the funded service spectrum and terminate this Agreement at its discretion.
If the Contractor is unable to fulfill the contracted service level and the City subsequently
reduces service and funding levels, the City reserves the right to select another vendor to fulfill
the remaining service units. The City will select the alternate vendor at its sole discretion.
Employee/Contractor File Review
The following documentation must be included in the employee/contractor file for those
employees/contractors providing services under this Agreement:
• National FBI Background Criminal Screening (Level 2) or Attachment E-1: "Affidavit
for Level 2 Background Screenings" (found at the end of Exhibit"C")
• Confidentiality Agreement Re: Intake Document
• Monthly Totals of Families Served
• Receipts of any groceries purchased for this program.
The City reserves the right to inspect employee/contractor files with due notice to ensure
adherence to contractual expectations.
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Reporting Requirements
Contractor will provide the City with an invoice each month following a Food Distribution,no
later than the 10th day of each month.
Additional Documentation
Contractor, as applicable, shall keep on file copies of its policies including but not limited to
confidentiality, incident reporting, sexual harassment, non-discrimination, equal opportunity
and/or affirmative action,Americans with Disabilities Act, and drug-free workplace.
The following documentation must be submitted with this executed agreement:
• All required insurance certificates
• Copy of required business licenses and permits
• List of all members of Contractor's Board of Directors, if applicable
• Contractor's Board of Directors by-laws, if applicable
• Conflict of Interest policy
• Agency 990 Form
• Agency W-9 Form.
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•
EXHIBIT"B"
INVOICING
The Contractor agrees to provide the following documentation along with the invoice for
services rendered.
• Invoice of monthly Food Distribution
• Approximately 200 family's Intake Documents per month
• Digital file summarizing monthly totals of families served and groceries provided.
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DocuSign Envelope ID:74A029C7-069F-4073-926B-7A134606CBB8
M I AM I B EAC H Contract/Document Routing Form
Contract No. t5
Professional Services Agreement Between the City of Miami Beach and Feeding South
Florida,Inc
Contracts Requesting Department dye;
Feeding South Florida Housing and Community Services
Department,, Doc uS.^•d° Signature&Date ACM Name,SignaturPRIIMEMIEF -
Alba Tarre j U#a. tam, Marcia Monserrat Ikt.ar'cia M.olaStirat
5B830CBB5C9A454... OF 73B58C5809480.
Document Type(Select One)
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 grantor Type 8—Other:
Summary&Purpose
The purpose of this agreement with Feeding South Florida is to provide monthly food distributions to families on Miami
Beach in need.The first distribution is set for October 27, at 9:00am.The contract is for a total of$72,000 for the length
of the contract(1 year).
Original Term oil , Renewal Periods Total Term(Original+Renewals)
Funding Informatioi
Grant Funded: Yes - No State - Federal Other: Genera!Funds
&FundingPlirill Sa
Annual Cost cc Require Enhancement
1 72,000 011-0320-000349-23-405-542-00-00-00- Yes 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.
Authority to Sign
City Commission Approved: Yes No Resolution No.: CC Agenda Item No.: CC Meeting Date:
2022-32334
If no,explain why CC approval is not required:
Legal Form Approved: Yes No If no,explain below why form approval is not necessary:
09/29/22
Compliance Approvals(see attached)
Procurement: Grants:
Budget: X ,—Do`"B'°"'°by:
Information Technology:
rax,t Ea 1 ffe Sft.warf
�920 4A81 EE1483
Risk Management: x "�°^`•'tlb'Y Fleet&Facilities:
kart(,IAA u.tit r
Human Resources: s—BcSEDB29814040e Other: