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PSA Agreement with Upright City FC, Corp 2022-32.93I DocuSign Envelope ID:461 ECDD8-F72C-475C-A80A-01 E9DB9DAC45 DocuSign Envelope ID:3E8BEE6F-A9BA-4BDE-BF46-AB6CCFDOE2EB PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND UPRIGHT CITY FC, CORP TO CONDUCT FREE SENIOR SOCCER PROGRAMMING Tliit Professional Services Agreement ("Agreement") is entered into this 41 day of , 20 73 ("Effective Date"), between the CITY OF MIAMI BEACH, FLORIDA, a municipal rporation 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 UPRIGHT CITY FC, CORP, a Florida Not for Profit corporation whose address is 7111 Bamboo Street, Miami Lakes, Florida 33014. SECTION 1 DEFINITIONS Agreement: This Agreement between the City and CONTRACTOR, including any exhibits and amendments thereto. City Manager: The chief administrative officer of the City. City Manager's Designee: The City staff member who is designated by the City Manager to administer this Agreement on behalf of the City. The City Manager's designee shall be the Parks and Recreation 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 SERVICES 2.1 In consideration of the Fee to be paid to Contractor by the City, Contractor shall provide the work and services described in Exhibit"A" hereto(the Services). 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 1 DocuSign Envelope ID:461 ECDD8-F72C-475C-A80A-01 E9DB9DAC45 DocuSign Envelope ID:3E88EE6F-A9BA 4BDE-BF46-AB6CCFDOE2EB 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 performed in accordance with the.terms and conditions set forth in Exhibit "A" and to the reasonable satisfaction of the City Manager. If there are any questions regarding the services to be performed, Contractor should contact the following person: Lucinda Alonso Recreation Program Manager 1701 Meridian Avenue, Suite 401 Miami Beach, FL 33139 LucindaAlonso@Miamibeachfl.gov SECTION 3 TERM The term of this Agreement ("Term") shall commence upon execution of this Agreement by all parties hereto, and end on 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 4.1 In consideration of the Services to be provided,the City shall pay the Contractor to cover the cost of the program from January 2023 through May 2023 not to exceed a total of $4,272.38. In consideration of the Services to be provided, Contractor shall receive the promotional benefits associated with participants' exposure to Contractor's training programs and exercise classes. Each month, the contractor shall provide the City with a detailed invoice showing how the city funds are being used for processing which must be submitted to the City by the 20th of the following month. 4.2 [INTENTIONALLY DELETED] 4.3 [INTENTIONALLY DELETED] 4.4 [INTENTIONALLY DELETED] SECTION 5 TERMINATION 2 I � DocuSign Envelope ID:461ECDD8-F72C-475C-A80A-01E9DB9DAC45 DocuSign Envelope ID:3E88EE6F-A9BA-4BDE-BF46-AB6CCFDOE2E8 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, 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 3 1 DocuSign Envelope ID:461ECDD8-F72C-475C-A80A-01E9DB9DAC45 DocuSign Envelope ID:3E88EE6F-A9BA-4BDE-BF46-AB6CCFDOE2EB CONTRACTOR agrees to indemnify, defend and hold harmless the City of Miami Beach and its officers, employees, agents, and Contractors, from and against any and all actions (whether at law or in equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees and costs, for personal, economic or bodily injury, wrongful death, loss of or damage to property, which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other wrongful conduct of the Contractor, its officers, employees, agents, Contractors, or any other person or entity acting under Contractor's control or supervision, in connection with, related to, or as a result of the Contractor's performance of the Services pursuant to this Agreement. To that extent, the Contractor shall pay all such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses, and shall pay all costs and attorneys' fees expended by the City in the defense of such claims and losses, including appeals. The Contractor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Contractor shall in no way limit the Contractor's responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The parties agree that one percent (1%) of the total compensation to Contractor for performance of the Services under this Agreement is the specific consideration from the City to the Contractor for the Contractor's indemnity agreement. The provisions of this Section 6.1 and of this indemnification shall survive termination or expiration of this Agreement. 6.2 INSURANCE REQUIREMENTS [NOTE: INSURANCE TYPES AND LIMITS BELOW SHOULD ALWAYS BE SAME AS WHAT WAS SPECIFICED IN BID DOCUMENTS] The Contractor shall maintain and carry in full force during the Term,the following insur rI: 1. Contractor General Liability, in the amount of$1,000,000; 2. Contractor Professional Liability, in the amount of$200,000; and 3.Workers Compensation & Employers Liability,as required pursuant to Florida Statutes. 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. Timely renewal certificates will be provided to the City as coverage renews. The insurance certificates for General Liability shall include the City as an additional insured and shall contain a waiver of subrogation endorsement. Contractor's insurance shall be primary and not contributory for direct claims arising out of the Agreement under the Commercial General Liability policy. If the Professional Liability coverage is provided on a claims made basis, then such insurance shall continue for (3) years following the expiration or termination of the Agreement. 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. Sj/ DocuSign Envelope ID:461 ECDD8-F72C-475C-A80A-01 E9DB9DAC45 DocuSign Envelope ID:3E88EE6F-A9BA-4BDE-BF46-AB6CCFDOE2EB 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. 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. SECTION 7 LITIGATION JURISDICTIONNENUE/JURY TRIAL WAIVER This Agreement shall be construed in accordance with the laws of the State of Florida. This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. By entering into this Agreement, Contractor and the City expressly waive any rights either party may have to a trial by jury of any civil litigation related to or arising out of this Agreement. SECTION 8 LIMITATION OF CITY'S LIABILITY The City desires to enter into this Agreement only if in so doing the City can place a limit on the City's liability for any cause of action, for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds the sum of $10,000. Contractor hereby expresses its willingness to enter into this Agreement with Contractor's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of$10,000. Accordingly, and notwithstanding any other term or condition of this Agreement, Contractor hereby agrees that the City shall not be liable to the Contractor for damages in an amount in • excess of$10,000 for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida Statutes. SECTION 9 DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS/PATENT RIGHTS; COPYRIGHT; AND CONFIDENTIAL FINDINGS 9.1 DUTY OF CARE With respect to the performance of the Services contemplated herein, Contractor shall exercise that degree of skill, care, efficiency and diligence normally exercised by reasonable persons 5 DocuSign Envelope ID:461 ECDD8-F72C-475C-A80A-01 E9DB9DAC45 DocuSign Envelope ID:3E88EE6F-A9BA-4BDE-BF46-AB6CCFDOE2EB and/or recognized professionals with respect to the performance of comparable work and/or services. 9.2 COMPLIANCE WITH APPLICABLE LAWS In its performance of the Services, Contractor shall comply with all applicable laws, ordinances, and regulations of the City, Miami-Dade County, the State of Florida, and the federal government, as applicable. 9.3 PATENT RIGHTS; COPYRIGHT; CONFIDENTIAL FINDINGS Any work product arising out of this Agreement, as well as all information specifications, processes, data and findings, are intended to be the property of the City and shall not otherwise be made public and/or disseminated by Contractor, without the prior written consent of the City Manager, excepting any information, records etc.which are required to be disclosed pursuant to Court Order and/or Florida Public Records Law. All reports, documents, articles, devices, and/or work produced in whole or in part under this Agreement are intended to be the sole and exclusive property of the City, and shall not be subject to any application for copyright or patent by or on behalf of the Contractor or its employees or sub-CONTRACTORs,without the prior written consent of the City Manager. SECTION 10 GENERAL PROVISIONS 10.1 AUDIT AND INSPECTIONS Upon reasonable verbal or written notice to Contractor, and at any time during normal business hours (i.e. 9AM — 5PM, Monday through Fridays, excluding nationally recognized holidays), and as often as the City Manager may, in his/her reasonable discretion and judgment, deem necessary, there shall be made available to the City Manager, and/or such representatives as the City Manager may deem to act on the City's behalf, to audit, examine, and/or inspect, any and all other documents and/or records relating to all matters covered by this Agreement. Contractor shall maintain any and all such records at its place of business at the address set forth in the"Notices"section of this Agreement. 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 6 DocuSign Envelope ID:461 ECDD8-F72C-475C-A80A-01 E9DB9DAC45 DocuSign Envelope ID:3E88EE6F-A9BA-4BDE-BF46-AB6CCFDOE2EB 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: 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 1 / 7 DocuSign Envelope ID:461ECDD8-F72C-475C-A80A-01E9DB9DAC45 DocuSign Envelope ID:3E88EE6F-A9BA-4BDE-BF46-AB6CCFDOE2EB 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 Agreement, nor any term or provision hereof, or right hereunder, shall be assignable unless as approved pursuant to this section, and any attempt to make such assignment (unless approved)shall be void. 10.4 PUBLIC ENTITY CRIMES Prior to commencement of the Services, the Contractor shall file a State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes with the City's Procurement Division. 10.5 NO DISCRIMINATION • In connection with the performance of the Services, the Contractor shall not exclude from participation in, deny the benefits of, or subject to discrimination anyone on the grounds of race, color, national origin, sex, age, disability, religion, income or family status. Additionally, Contractor shall comply fully with the City of Miami Beach Human Rights Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time, prohibiting discrimination iri employment, housing, public accommodations, and public services on account of actual or perceived race, color, national origin, religion, sex, intersexuality, gender identity, sexual orientation, marital and familial status, age, disability, ancestry, height, weight, domestic partner status, labor organization membership, familial • situation, or political affiliation. 10.6 CONFLICT OF INTEREST Contractor herein agrees to adhere to and be governed by all applicable Miami-Dade County Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami-Dade County Code, as may be amended from time to time; and by the City of Miami Beach Charter and Code,_as may be amended from time to time; both of which are incorporated by reference as if fully set forth herein. 8 DocuSign Envelope ID:461 ECDD8-F72C-475C-A80A-01 E9DB9DAC45 DocuSign Envelope ID:3E88EE6F-A9BA-4BDE-BF46-AB6CCFDOE2EB Contractor covenants that it presently has no interest and shall not acquire any interest, directly or indirectly, which could conflict in any manner or degree with the performance of the Services. Contractor further covenants that in the performance of this Agreement, Contractor shall not employ any person having any such interest. No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefits arising therefrom. 10.7 CONTRACTOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW (A) Contractor shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. (B) The term"public records" shall have the meaning set forth in Section 119.011(12),which means all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business of the City. (C) Pursuant to Section 119.0701 of. the Florida Statutes, if the Contractor meets the definition of"Contractor"as defined in Section 119.0701(1)(a), the Contractor shall: (1) Keep and maintain public records required by the City to perform the service; (2) Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law; (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the contract term and following completion of the Agreement if the Contractor does not transfer the records to the City; (4) Upon completion of the Agreement, transfer, at no cost to the City, all public records in possession of the Contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion of the Agreement, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Agreement, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. (D) REQUEST FOR RECORDS; NONCOMPLIANCE. (1) A request to inspect or copy public records relating to the City's contract for services must be made directly to the City. If the City does not possess the requested records, the City shall immediately notify the 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 9 DocuSign Envelope ID:461ECDD8-F72C-475C-A80A-01E9DB9DAC45 DocuSign Envelope ID:3E88EE6F-A9BA-4BDE-BF46-AB6CCFDOE2EB terminate the Agreement; (2) avail itself of the remedies set forth under the Agreement;and/or(3)avail itself of any available remedies at law or in equity. (3) A Contractor who fails to provide the public records to the City within a reasonable time may be subject to penalties under s. 119.10. (E) CIVIL ACTION. (1) If a civil action is filed against a Contractor to compel production of public records relating to the City's contract for services, the court shall assess and award against the Contractor the reasonable costs of enforcement, including reasonable attorneys'fees, if: a. The court determines that the Contractor unlawfully refused to comply with the public records request within a reasonable time; and b. At least 8 business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the Contractor has not complied with the request, to the City and to the Contractor. (2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of public records and to the Contractor at the Contractor's address listed on its contract with the City or to the Contractor's registered agent. Such notices must be sent: by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery,which may be in an electronic format. (3) A Contractor who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. (F) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION: RAFAEL E. GRANADO, CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADOAMIAMIBEACHFL.GOV PHONE: 305-673-7411 10.8 FORCE MAJEURE (A) A"Force Majeure" event is an event that(i)in fact causes a delay in the performance of the Contractor or the City's obligations under the Agreement, and (ii) is beyond the reasonable control of such party unable to perform the obligation, and (iii) is not due to an intentional act, error, omission, or negligence of such party, and (iv) could not have reasonably been foreseen and prepared for by such party at any time prior to the occurrence of the event. Subject to the foregoing criteria, Force Majeure may include events such as war, civil insurrection, riot, fires, epidemics,- pandemics, terrorism, sabotage, explosions, embargo restrictions, quarantine restrictions, transportation 10 DocuSign Envelope ID:461 ECDD8-F72C-475C-A80A-01 E9DB9DAC45 DocuSign Envelope ID:3E88EE6F-A9BA-4BDE-BF46-AB6CCFDOE2EB accidents, strikes, strong hurricanes or tornadoes, earthquakes, or other acts of God which prevent performance. Force Majeure shall not include technological impossibility, inclement weather, or failure to secure any of the required permits pursuant to the Agreement. (B) If the City or Contractor's performance of its contractual obligations is prevented or delayed by an event believed by to be Force Majeure, such party shall immediately, upon learning of the occurrence of the event or of the commencement of any such delay, but in any case within fifteen (15) business days thereof, provide notice: (i) of the occurrence of event of Force Majeure, (ii) of the nature of the event and the cause thereof, (iii) of the anticipated impact on the Agreement, (iv) of the anticipated period of the delay, and (v) of what course of action such party plans to take in order to mitigate the detrimental effects of the event.The timely delivery of the notice of the occurrence of a Force Majeure event is a condition precedent to allowance of any relief pursuant to this section; however, receipt of such notice shall not constitute acceptance that the event claimed to be a Force Majeure event is in fact Force Majeure, and the burden of proof of the occurrence of a Force Majeure event shall be on the requesting party. (C) No party hereto shall be liable for its failure to carry out its obligations under the Agreement during a period when such party is rendered unable, in whole or in part, by Force Majeure to.carry out such obligations. The suspension of any of the obligations under this Agreement due to a Force Majeure event shall be of no greater scope and no longer duration than is required. The party shall use its reasonable best efforts to continue to perform its obligations hereunder to the extent such obligations are not affected or are only partially affected by the Force Majeure event, and to correct or cure the event or condition excusing performance and otherwise to remedy its inability to perform to the extent its inability to perform is the direct result of the Force Majeure event with all reasonable dispatch. (D) Obligations pursuant to the Agreement that arose before the occurrence of a Force Majeure event, causing the suspension of performance,,shall not be excused as a result of such occurrence unless such occurrence makes such performance not reasonably possible. The obligation to pay money in a timely manner for obligations and liabilities which matured prior to the occurrence of a Force Majeure event shall not be subject to the Force Majeure provisions. (E) Notwithstanding any other provision to the contrary herein, in the event of a Force Majeure occurrence, the City may, at the sole discretion of the City Manager, suspend the City's payment obligations under the Agreement, and may take such action without regard to the notice requirements herein. Additionally, in the event that an event of Force Majeure delays a party's performance under the Agreement for a time period greater than thirty (30) days, the City may, at the sole discretion of the City Manager, terminate the Agreement on a given date, by giving written notice to Contractor of such termination. If the Agreement is terminated pursuant to this section, Contractor shall be paid for any Services satisfactorily performed up to the date of termination; following which the City shall be discharged from any and all liabilities, duties, and terms arising out of, or by virtue of, this Agreement. In no event will any condition of Force Majeure extend this Agreement beyond its stated term. 10.9 E-VERIFY 11 DocuSign Envelope ID:461 ECDD8-F72C-475C-A80A-01 E9DB9DAC45 DocuSign Envelope ID:3E88EE6F-A9BA-4BDE-BF46-AB6CCFDOE2EB (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 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, 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 10.9(A), but the Contractor otherwise complied with such subsection, the City will promptly notify the Contractor and order the Contractor to immediately terminate the agreement with the subcontractor. Contractor's failure to terminate a subcontractor shall be an event of default under this Agreement, entitling City to terminate the Contractor's contract for cause. (3) A contract terminated under the foregoing Subsection (B)(1) or (B)(2) is not in breach of contract and may not be considered as such. (4) The City or Contractor or a subcontractor may file an action with the Circuit or County Court to challenge a termination under the foregoing Subsection (B)(1)or (B)(2) no later than 20 calendar days after the.date on which the contract was terminated. (5) If the City terminates the Agreement with Contractor under the foregoing Subsection (B)(1), Contractor may not be awarded a public contract for at least 1 year after the date of termination of this Agreement. (6) Contractor is liable for any additional costs incurred by the City as a result of the termination of this Agreement under this Section 10.9. 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: . t 7 12 1 1 . DocuSign Envelope ID:461ECDD8-F72C-475C-A80A-01E9DB9DAC45 DocuSign Envelope ID:3E88EE6F-A9BA-4BDE-BF46-AB6CCFDOE2EB TO CONTRACTOR: UPRIGHT CITY FC,CORP 7111 BAMBOO STREET MIAMI LAKES, FL 33014 ATT:ALEJANDRA AVELLANET, PRESIDENT TO CITY: CITY OF MIAMI BEACH PARKS AND RECREATION DEPARTMENT 1701 MERIDIAN AVENUE, SUITE 401 MIAMI BEACH, FL 33139 ATTN:JOHN REBAR, DIRECTOR 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 date of an acknowledged receipt, or, in all other cases, on the date of receipt or refusal. SECTION 12 MISCELLANEOUS PROVISIONS 12.1 CHANGES AND ADDITIONS This Agreement cannot be modified or amended without the express written consent of the parties. No modification, amendment, or alteration of the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. 12.2 SEVERABILITY • If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall not be affected and every other term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 12.3 WAIVER OF BREACH A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A party's waiver of any breach of a provision of this. Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement. 12.4 JOINT PREPARATION 13 DocuSign Envelope ID:461ECDD8-F72C-475C-A80A-01E9DB9DAC45 DocuSign Envelope ID:3E88EE6F-A9BA-4BDE-BF46-AB6CCFDOE2EB The parties hereto acknowledge that they have sought and received whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been a joint effort of the parties, the language has been agreed to by parties to express their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. 12.5 ENTIRETY OF AGREEMENT The City and CONTRACTOR agree that this is the entire agreement between the parties. This Agreement supersedes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein, and there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Title and paragraph headings are for convenient reference and are not intended to confer any rights or obligations upon the parties to this Agreement. • 12.6 BACKGROUND CHECK REQUIREMENT In accordance with Sections 943.0542, 984.01, 39.001 and 1012.465, Florida Statutes and Chapters 430, 435, and 402, Florida Statutes, as applicable, employees, volunteers, contractors, and subcontracted personnel who work in direct contact with children or who come into direct contact with children must complete a satisfactory Level 2 background screening prior to commencing work pursuant to this Agreement. Level 2 Background screenings must be completed through the City of Miami Beach, Human Resources Department. Contractor agrees to complete Level 2 Background screening prior to initiating any work related to this Agreement. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] 14 DocuSign Envelope ID:461ECDD8-F72C-475C-A80A-01E9DB9DAC45 n...n•et....e......I......in.C94l1O7Q3 core Been a447 A440A'J0007Cfl DocuSign Envelope ID:3E88EE6F-A9BA-4BDE-BF46-AB6CCFDOE2EB 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: [4,1 mcommum. City Clerk City Manager 3/9/2023 1 3:51 PM EST Date: FOR CONTRACTOR: ATTEST: rr//DoccJuSlgned by: By: `" �i FD3888866F4843F Igor Lopez (1 p Rec. Program Assistant Manager 1I""/-" \ —v'`A/ ti V2(l-trt.01 Print Name and Title Print Name and Title • O4-21. 3 Date: 11/21/2022 I 5:55 PM EST APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION 11 ti 11)M)ZZ City Attorney g;X" Date 15 1 DocuSign Envelope ID:461 ECDD8-F72C-475C-A80A-01 E9DB9DAC45 DocuSign Envelope ID:3E88EE6F-A9BA-4BDE-BF46-AB6CCFDOE2EB EXHIBIT"A" DESCRIPTION OF SERVICES The City would like to establish a program to offer Senior Soccer Programming. The Contractor shall establish and administer for Seniors (both men and women) to have access to free soccer training classes. Seniors should be able to engage and enjoy the game of soccer by getting outdoors to enhance their motor skills, building confidence, get exercise, build a team culture, improve mental and physical health, and promotes a life-long passion for the sport. Program would take place at the following locations: -A 2.) North Shore Park Youth Center(501 72nd Street, Miami Beach, FL 33141) 3�Alarmand s e k 630-frouville-Esplariade,-Miami-Beaphr-FL 331.4_._ Contractor shall provide instruction to participants ages 55+. Contractor shall also coordinate staffing and ensure classes are proper! staffed at all times. Participant Fee Per Session: Miami Beach Residents: Free Non-Residents: Free Any change to the approved fees shall require prior written approval of the City Manager. TIMELINE FOR DELIVERABLES Within 10 days from the effective date of this Agreement, the Contractor shall provide the contact person with the proposed schedule of all programming for review and approval. Once approved, any changes to the schedule shall be coordinated through the Parks and Recreation Department Director or his or her designee, and shall be subject to the written approval of the parties. 16 DocuSign Envelope ID:461ECDD8-F72C-475C-A80A-01E9DB9DAC45 RESOLUTION NO. 2022-32431 . • A RESOLUTION OF THE-MAYOR AND CITY COMMISSION OF THE CITY OF • MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE PUBLIC SAFETY AND NEIGHBORHOOD QUALITY OF LIFE COMMITTEE MADE AT ITS OCTOBER 19, 2022 MEETING, AND APPROVING THE EXPANSION OF THE SENIOR SOCCER CHAMPIONSHIP PROGRAM (THE "PROGRAM") TO NORTH BEACH, PROVIDED THAT NO POLITICAL ACTIVITY WILL TAKE PLACE DURING THE PROGRAM, AND DIRECTING THE CITY ADMINISTRATION TO PROMOTE THE PROGRAM TO THE SENIOR POPULATION ACROSS ALL CITY OF MIAMI BEACH PLATFORMS. WHEREAS, the City of Miami Beach offers the Senior Soccer Championship, a free senior soccer programming in partnership with Upright City, Corp., which provides seniors with the opportunity to engage in outdoor recreation and enjoy the game of soccer while enhancing their motor skills, building confidence, exercising, and improving their mental and physical health; and WHEREAS, currently,the Program takes place in South Beach at Flamingo Park; and WHEREAS, during the September 14, 2022 City Commission meeting, the Mayor and City Commission referred a discussion regarding the Program to the Neighborhood and Quality of Life Committee("the Committee"); and WHEREAS, at its October 19, 2022 meeting, the Committee motioned to continue the Program in South Beach and, considering the success of the Program, expand it to North Beach; and • WHEREAS, the expansion of the Program would allow seniors who live in the North Beach area to attend the Program without requiring bussing; and WHEREAS, the Committee expressed the importance of ensuring that no political activity occur during the Program, and for the Program to be promoted to the senior population via all City of Miami Beach platforms. NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby accept the recommendation of the Public Safety and Neighborhood Quality of. Life Committee meeting made at its October 19, 2022 meeting, and approve the expansion of the Senior Soccer Championship Program (the "Program") to North Beach, provided that no political activity will take place during the Program, and direct the City Administration to promote the Program to the senior population across all City of Miami Beach platforms. PASSED AND ADOPTED this IV day conk , 2022. . Dan Gelber, Mayor 7ATTEST: APPROVED AS TO = !§.I' FORM&LANGUAGE •---•' '. &FOR EXECUTION �tIt1C D D. Rafael E. Granado, City Clerk �� �, `' ''�GH 2�?:=` City Attar K� Date DEC 1 6 2022 DocuSign Envelope ID:461 ECDD8-F72C-475C-A80A-01 E9DB9DAC45 RESOLUTION NO. A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING. A DONATION OF $10,000 FROM THE DISCRETIONARY FUND OF MIAMI-DADE COUNTY DISTRICT 6 COMMISSIONER REBECCA SOSA, WITH THE DONATED FUNDS TO BE USED BY EACH MEMBER OF THE CITY COMMISSION, IN. EQUAL PORTIONS, FOR COMMUNITY ENGAGEMENT PURPOSES. WHEREAS, on November 15, 2022, the Board of County Commissioners for Miami-Dade County is set to authorize a donation of funds from District 6 County Commissioner Rebecca Sousa's discretionary account in the amount of$10,000, for the benefit of the Mayor and City Commission of the City of Miami Beach; and WHEREAS, the proposed grant was initially presented as a grant of$10,000 for the City's Group 3 Commissioner, but Group 3 Commissioner and current Vice-Mayor Alex J. Fernandez insisted that the City should only accept the grant if it was shared equally between all seven members of the City Commission; and WHEREAS, it is anticipated that the Board of County Commissioners for Miami- Dade County will approve the donation at its November 15, 2022 meeting; and WHEREAS, upon receipt of the donation, the City's Finance Department shall create a restricted fund to account for the expenditures of the donated $10,000 only for community engagement-related items sponsored by each member of the City Commission. NOW,THEREFORE,BE IT DULY RESOLVED BY THE MAYOR AND THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA that the Mayor and City Commission hereby accept a donation of$10,000 from the discretionary fund of Miami- Dade County District 6 Commissioner Rebecca Sosa, with the donated funds to be used by each member of the City Commission, in equal portions, for community engagement purposes. PASSED AND ADOPTED this day of , 2022. ATTEST: Dan Gelber Mayor • Rafael Granado APPROVED AS TO City Clerk FORM&LANGUAGE (sponsored by Vice-Mayor Alex Fernandez) .&FOR EXECUTION City Attorney Date DocuSign Envelope ID:461ECDD8-F72C-475C-A80A-01E9DB9DAC45 Resolutions-C7 H MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Aline T. Hudak, City Manager DATE: December 14,2022 SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE PUBLIC SAFETY AND NEIGHBORHOOD QUALITY OF LIFE COMMITTEE MADE AT ITS OCTOBER 19, 2022 MEETING, AND APPROVING THE EXPANSION OF THE SENIOR SOCCER CHAMPIONSHIP PROGRAM (THE "PROGRAM") TO NORTH BEACH, PROVIDED THAT NO POLITICAL ACTIVITY WILL TAKE PLACE DURING THE PROGRAM, AND DIRECTING THE CITY ADMINISTRATION TO PROMOTE THE PROGRAM TO THE SENIOR POPULATION ACROSS ALL CITY OF MIAMI BEACH PLATFORMS. RECOMMENDATION Approve the recommendation of the Public Safety and Neighborhood Quality of Life Committee made at its October 19, 2022 meeting, and approving the expansion of the Senior Soccer Championship Program (the "Program") to North Beach, provided that no political activity will take place during the Program, and directing the City Administration to promote the program to the senior population across all City of Miami Beach platforms. BACKGROUND/HISTORY During the September 14, 2022 City Commission meeting, Commission passed a referral to the Neighborhood and Quality of Life Committee to discuss busses for the Senior Soccer Championship Program(the"Program"). At the October 19, 2022 Public Safety and Neighborhood Quality of Life Committee meeting, the Committee motioned to continue the Program in South Beach and,based on the success of the program,expand it to North Beach. The expansion of the Program would allow seniors who live in the North Beach area to attend without requiring bussing. The Committee expressed the importance of ensuring that no political activity occur during the program,and for the Program to be promoted to the senior population via all City of Miami Beach platforms. ANALYSIS The City of Miami Beach offers free senior soccer programming in partnership with Upright City, Corp.,which provides seniors with the opportunity to engage in outdoor recreation and enjoy the game of soccer while enhancing their motor skills, building confidence, exercising, and Page 456 of 952 DocuSign Envelope ID:461ECDD8-F72C-475C-A80A-01E9DB9DAC45 improving their mental and physical health. Currently,the program takes place in South Beach at Flamingo Park. SUPPORTING SURVEY DATA N/A FINANCIAL INFORMATION There is no fiscal impact. Amount(s)/Acount(s): N/A Applicable Area Citywide Is this a"Residents Right Does this item utilize G.O, to Know"item.pursuant to Bond Funds? City Code Section 2-14? Yes No Strategic Connection Non-Applicable Legislative Tracking Parks and Recreation Sponsor Commissioner Alex Fernandez ATTACHMENTS: Description Di Exhibit A—Referral Memo from September 14, 2022 Commission Meeting Item C41 o Resolution Page 457 of 952 DocuSign Envelope ID:461 ECDD8-F72C-475C-A80A-01 E9DB9DAC45 Committee Assignments-C4 I • MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Vice-Mayor Alex Fernandez • DATE: September 14,2022 • SUBJECT:REFERRAL TO THE PUBLIC SAFETY AND NEIGHBORHOOD QUALITY OF LIFE COMMITTEE REGARDING BUSSES FOR SENIORS' SOCCER CHAMPIONSHIP PROGRAM. RECOMMENDATION Request City Administration resources to address the needs identified by the Seniors Soccer Championship program organizers, as well as the participants, for transportation to Flamingo Park from North Beach for soccer practice every Tuesday BACKGROUND/HISTORY Through a partnership with Upright City, the City of Miami Beach offers a free Seniors Soccer Champions Program at Flamingo Park every Tuesday at 10 am. The program is designed for men and women over 65. This first-of-its-kind program was intended to be inclusive and created to address a lack of sports programming for seniors. Notwithstanding the popularity of the program, it is often difficult for senior residents who live.in North Beach to attend due to the distance to Flamingo Park. The purpose of this referral to the Public Safety and Neighborhood Quality of Life Committee is to request from the City Administration resources to address the need identified by the program organizers as well as the participants for transportation to Flamingo Park from North Beach for soccer practice every Tuesday. Providing transportation will help ensure that the program is truly accessible and inclusive. SUPPORTING SURVEY DATA N/A FINANCIAL INFORMATION N/A. Amount(s)/Account(s): N/A Applicable Area Page 498 of 9502 DocuSign Envelope ID:461ECDD8-F72C-475C-A80A-01E9DB9DAC45 • North Beach is this a"Residents Right Does this item utilize G,O. to Know"item.pursuant to Bond Funds? City Code Section 2-14? Yes No Strategic Connection Non-Applicable Legislative Tracking Vice-Mayor Alex Fernandez • • • Page 498 of 9582 DocuSign Envelope ID:461ECDD8-F72C-475C-A80A-01E9DB9DAC45 ----, ® DATE(MMIDD/YYYI� '4`f CERTIFICATE OF LIABILITY INSURANCE 1/23/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an-ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER - - -CON rAL.T Nicole Gonzalez NAME: PHONE 61 FAX Assure-Us : (305) No): (305)770-9224 LAIC,No,Ext) 95 -788 (A/C, 1880 NE 163rd St ADDRESS: nicole@assureus.us INSURER(S)AFFORDING COVERAGE NAIC# North Miami Beach FL 33162 INSURER A: UNITED STATES LIAB INS CO 25895 INSURED INSURER B: . Upright City FC,Corp. INSURER C: 7111 Bamboo St. INSURER D: INSURER E: MIAMI LAKES FL 33014-2182 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR AUULbUt I( POLICY EFF POLICY EXP TYPE OF INSURANCE LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS K COMMERCIAL GENERAL LIABILITY - EACH OCCURRENCE $ 1,000.000 CLAIMS-MADE n OCCUR PREMISES(Ea occurrence) $ 100,000 MED EXP(Any one person) $ 5,000 A Y Y• 4886811A 04/29/2022 04/29/2023 PERSONAL 8 ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY n JEOT PI LOC PRODUCTS-COMP/OP AGG $ Included OTHER: $ AUTOMOBILE LIABILITY - COMBINED SINULE LIMI I $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ —OWNED —SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS ' —HIRED —NON-OWNED PROPER IY DAMAGE $ AUTOS ONLY AUTOS ONLY - (Per accident) — _ $ UMBRELLA LIAB _OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE\ $ DED I RETENTION$ $ WORKERS COMPENSATION H- AND EMPLOYERS'LIABILITY Y/N - STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE^ E.L.EACH H ACCIDENT $ OFFICER/MEMBER EXCLUDED? I I N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe.under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Each claim Included B Professional Liability 488681IA . 04/29/2022 04/29/2023 Aggregate Included DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Miami Beach is an additional insured CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Miami Beach ACCORDANCE WITH THE POLICY PROVISIONS. 1700 Convention Center Dr AUTHORIZED REPRESENTATIVE • Miami Beach FL 33139 ' du l- F?Xm z ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:461ECDD8-F72C-475C-A80A-01E9DB9DAC45 From: Irizarry,Kevin To: Lopez,Igor;Chevalier,Marc Cc: Comptis,Jacqueline;Alonso.Lucinda Subject: RE:Hi Cynthia-Seniors Soccer-COI INSURANCE CERTIFICATE Date: Tuesday,January 24,2023 12:31:32 PM Attachments: image003.pnq image004.onq Approved. Best Regards, n Kevin Irizarry, IPMA-CP, HI?Risk&Benefits Analyst Human Resources—Risk Management Division 1700 Convention Center Drive, Miami Beach,FL 33139 Tel: 305-673-7000 Ext.26723 kevinirizarry@miamibeachfl.gov Web site:www.miamibeachfl.gov We are committed to providing excellent public service and safety to all who live, work and play in our vibrant, tropical, historic community. Please do not print this e-mail unless necessary n From: Lopez, Igor<IgorLopez@miamibeachfl.gov> Sent: Monday,January 23, 2023 2:56 PM To:Chevalier, Marc<MarcChevalier@miamibeachfl.gov>; Irizarry, Kevin <Kevinlrizarry@miamibeachfl.gov> Cc:Comptis,Jacqueline<JacquelineComptis@miamibeachfl.gov>;Alonso, Lucinda <LucindaAlonso@miamibeachfl.gov> Subject: FW: Hi Cynthia-Seniors Soccer-COI INSURANCE CERTIFICATE Hi guys, Happy Monday, January 23, 2023 Can you please review and approve this COI. SCOPE: PSA to conduct soccer clinics for senior citizens in our parks From:Alex Avellanet<alex(uprightcity.com> DocuSign Envelope ID:461 ECDDB-F72C-475C-A80A-01 E9DB9DAC45 Sent: Monday,January 23, 2023 2:48 PM To: Lopez, Igor<IgorLopezPmiamibeachfl.gov> Cc:Alonso, Lucinda<LucindaAlonsoPmiamibeachfl.gov>; Claudia Alvarez <claudiaPuprightcity.com>; Cobas, Kevin<KevinCobasPmiamibeachfl.gov>; Perez, Melody <MelodyPerezPmiamibeachfl.gov> Subject: Re: Hi Cynthia-Seniors Soccer-COI INSURANCE CERTIFICATE [THIS MESSAGE COMES FROM AN EXTERNAL EMAIL-USE CAUTION WHEN REPLYING AND OPENING LINKS OR ATTACHMENTS] Hi Igor, Good afternoon and I hope all is well.Attaching the COI -Insurance Certificate. Please note the insurance goes until end of April because is running through the yearly insurance we already had. I will get you the continuation (new yearly), once it renews at the end of March 2023. What else is needed? Thanks. ❑B Alex Avellanet, Principal 1035 N. Miami Ave., Suite 201 Miami, FL 33136-United States M:786.266.8055 alexeuprightcity.com www.uprightcity.com On Jan 12, 2023, at 11:43 AM, Lopez, Igor<IgorLopez(tmiamibeachfl.gov>wrote: DocuSign Envelope ID:461 ECDDB-F72C-475C-A80A-01 E9DB9DAC45 It was nice talking to you today Recap of our meeting today: Start Date January 31, 2023 End Date: May 30 Days of the Week:Tuesdays Time 10 Am— 11 AM Set up equipment: 9:30 AM Pick up equipment: 11:30 AM Daily Equipment needs: 1 Table & 10 Chairs. On the first day (1/31/)you need 20 chairs PSA contract will be sent today for signature COI update pending from you. Marketing material being reviewed. Once approved, we will share with our seniors and on social media. We will also add to the monthly senior calendar. Attached is this months calendar. W will notify you if we get a weather/lighting alert during your activity. Contacts: Alex Avellanet 786-266-8055—Upright City Soccer Kevin Cobas—786-304-4466 Senior Program Supervisor Lucy Alonso—305-915-9830 Recreation Program Manager Igor Lopez 305-219-6427 Recreation Program assistant Manager North Shore Park- 305-861-3616 If I missed anything please let me know. From:Alex Avellanet<alex(uprightcity.com> Sent:Wednesday,January 11, 2023 1:53 PM To:Casanova, Cynthia<CynthiaCasanova( miamibeachfl.gov> Cc:Alonso, Lucinda <LucindaAlonso(miamibeachfl.gov>; Lopez, Igor <IgorLopezPmiamibeachfl.gov>; Claudia Alvarez<claudia@uprightcity.com>;Virginia Carrocio<VirginiaPuprightcity.com> Subject: Hi Cynthia-Seniors Soccer Program FLYERS-ENGLISH AND SPANISH [THIS MESSAGE COMES FROM AN EXTERNAL EMAIL-USE CAUTION WHEN REPLYING AND OPENING LINKS OR ATTACHMENTS Hi Cynthia, Good afternoon, please take a look at the attached flyer and advise if there any changes to be made. Its pretty similar to the one from last year. Thank you. DocuSign Envelope ID:461ECDD8-F72C-475C-A80A-01E9DB9DAC45 <image001.png> Alex Avellanet, Principal 1035 N. Miami Ave.,Suite 201 Miami, FL 33136-United States M:786.266.8055 alexe up rightcity.com www.uprightcity.com On Jan 11, 2023, at 10:14 AM, Lopez, Igor <IgorLopezPmiamibeachfl.gov>wrote: Hi Alex, I sent you the updated contract on DocuSign for you to review and sign. Lucy and I would like to meet with you prior to the start of the program to go over logistics. We can do it on site or on Zoom, you let us know what works best for you. Please remember that I still need your updated COI. Below are the requirements of your Professional Service agreement with us. The Contractor shall maintain and carry in full force during the Term, the following insurance: 1. Contractor General Liability,in the amount of$1,000,000; 2. In the box labeled"Description"the following information must appear:"The City of Miami Beach is an additional insured." 3. In the box labeled certificate holder the following information must appear: City of Miami Beach 1700 Convention Center Drive Miami Beach FL 33139 4. Workers Compensation&Employers Liability, as required pursuant to Florida Statutes or workers compensation exception letter, if applicable. 5. Contractor Professional Liability, in the amount of$200,000; From:Alex Avellanet<alexPuprightcity.com> Sent: Monday,January 9, 2023 5:01 PM To:Casanova, Cynthia<CynthiaCasanovahmiamibeachfl.gov> Cc: Lopez, Igor<IgorLopezPmiamibeachfl.gov>;Alonso, Lucinda <LucindaAlonso@miamibeachfl.gov> DocuSign Envelope ID:461 ECDD8-F72C-475C-A80A-01 E9DB9DAC45 Subject: Re: Hi Cynthia-Seniors Soccer Program- Upright City 501c3 [THIS MESSAGE COMES FROM AN EXTERNAL EMAIL-USE CAUTION WHEN REPLYING AND OPENING LINKS OR ATTACHMENTS] FANTASTIC!!Thank you Cynthia! Im going to tell the Seniors!!They will be so happy. <image001.png> Alex Avellanet, Principal 1035 N. Miami Ave.,Suite 201 Miami, FL 33136-United States M:786.266.8055 a lex la u p rig htcity.co m www.uprightcity.com On Jan 9, 2023, at 3:53 PM, Casanova, Cynthia <CynthiaCasanovaPmiamibeachfl.gov>wrote: Hi Alex, Sounds good. North Shore it is and the 31st start date works with us. Lucy or Igor from my team will be following up with you. Thanks, Cindy <image001.jpg> Cindy Casanova, M.S.Ed.,CPRP, Assistant Director Parks&Recreation Department 1701 Meridian Avenue, Suite 401, Miami Beach, FL 33139 Tel: 305-673-7272/ www.miamibeachparks.com We are committed to providing excellent public service and safety to all who live,work and play in our vibrant,tropical, historic community. Florida's Future...lt Starts In Parks:Youth Achievement,Good Health,Sense of Community,Conservation,Respect for Nature, Ties to Heritage...lt Really Does Start In Parks! From:Alex Avellanet<alex@iuprightcity.com> Sent: Monday,January 9, 2023 1:27 PM DocuSign Envelope ID:461ECDD8-F72C-475C-A80A-01E9DB9DAC45 To:Casanova, Cynthia • <CynthiaCasanovaPmiamibeachfl.gov> Cc: Rebar,John<JohnRebarPmiamibeachfl.gov>; Novo, Robert<RobertNovoPmiamibeachfl.gov>;Alonso, Lucinda <LucindaAlonsoPmiamibeachfl.gov>; Fernandez,Alex <AIexPmiamibeachfl.gov>; Claudia Alvarez <claudiaPuprightcity,com>;Virginia Carrocio <Virginial@uprightcity.com> Subject: Re: Hi Cynthia-Seniors Soccer Program- Upright City 501c3 [THIS MESSAGE COMES FROM AN EXTERNAL EMAIL-USE CAUTION WHEN REPLYING AND OPENING LINKS OR ATTACHMENTS Hi Cynthia. Good afternoon and thank you so much for the great news and support; it means a lot. We are super excited to kick off! After a conversation with the Seniors, North Shore is a better location because lots of them go to eat at the Unidad Center, and it's an easy walk for them which will also encourage walkability through the neighborhood. :) Can we agree on January 31st as the kick-off date? Keep me posted about the language of the agreement and what you need. Please note that it will be with Upright City FC, Corp,which is a Florida not-for-profit. Thank you once again, and we look forward to a fantastic season. <image003.png> Alex Avellanet, Principal 1035 N. Miami Ave.,Suite 201 Miami, FL 33136-United States M:786.266.8055 Alex@uprightcity.com www.uprightcity.com On Jan 9, 2023, at 10:30 AM, Casanova, Cynthia DocuSign Envelope ID:461 ECDD8-F72C-475C-A80A-01 E9DB9DAC45 <CynthiaCasanovaPmiamibeachfl.gov>wrote: Good morning Alex, I hope you had a nice weekend. We are good to proceed. Question... what are your thoughts on having the program at Normandy Isle Park rather than North Shore? I only ask because there is a trolley stop directly in front of the park and it might be a little easier for the seniors to get to that park. If you do not think that will work it's not a problem and we'll keep it at North Shore, just let me know. Additionally, we will go ahead and cover the $4,272.38 for the 5 month program. We'll include language in the agreement to that effect as well as accounting information we will need . We look forward to another successful program in 2023! Thanks, Cindy <NSPYC-January 2023.pdf> DocuSign Envelope ID:461 ECDD8-F72C-475C-A80A-01 E9DB9DAC45 MIAtV\I BEACH Contract/Document Routing Form Contract No. Title N/A Professional Services Agreement—Upright City FC,Corp(Free Senior Soccer Programming) INIPIEng Departm •_ .. Upright City FC,Corp Parks and Recreation Department Director Name&Signature ACM Name&Signature • WeveivroM John Rebar,CC _ (L Mark Taxis, Document Type(Select One) Type 1—Contract,amendment,change order or task order resulting from a procurement-issued competitive solicitation. X 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 Type 5—Grant agreements with the City as the grantor Other: Brief Summary&Purpose(attach memo if additional space is necessary) This is a Professional Services Agreement(PSA) between Upright City FC,Corp and the City of Miami Beach for free senior soccer programming.The term of the agreement is 9 months(January 27,2023 through September 30,2023).Fees paid to Contractor shall not to exceed$4,272.38 during the term. There was no competition for this Agreement,and pursuant to Administratrive Order 16.02(B)(4),this items seeks a waiver of the quote requirement to execute the attached Professional Service Agreement. Procurement's only involvement was to review the vendor selected which did not result in any debarment from the state,county or federal government.The Parks and Recreation Department used this Contractor last year and is confident they will offer successful programming to the participants.Also,During the December 14,2022 Commission meeting,Resolution No.2022-32431 was passed accepting the recommendation of the Public Safety and Neighborhood Quality of Life Committee made at its October 19, 2022 meeting, approving the expansion of the senior soccer championship program to North Beach. Also attached is the Contractor's Certificate of Insurance and approval from Risk Management. LRdttgwal Periods Total Term(Original+Renewals) 1/27/2023—9/30/2023 N/A 9 Months Funding Information • Grant Funded: Yes X No State Federal Other: Cos t&Funding Source nual jimargiAccount 11111.1111 Require Enhancement 1 $4,272.38 011-0950-000312-28-406-545-00-00-00- Yes X No 2 Yes No 3 Yes No 4 Yes No 5 Yes No 1.For contracts longer than five years,contact the Procurement Department. 2.Attach any supporting explanation needed. 3. Budget approval indicates approval for current fiscal year only. Future years are subject to City Commission approval of annual adopted operating budget. M City Commission Approved: X Yes No Resolution No.: CC Agenda Item No.: CC Meeting Date: 2022-32431 C7H 12/14/22 If no,explain why CC approval is not required: Assistant City Manager has the authority to sign off on Professional Services Agreements up to$50,000. Legal Form Approved: X Yes I No If no,explain below why form approval is not necessary: Compliance Approvals(see attached) DocuSign Envelope ID:461 ECDD8-F72C-475C-A80A-01 E9DB9DAC45 Procurement: MG Grants: N/A Budget: a,,.,.R. Information Technology: N/A pFTµal.Offe Shwaf Risk Management: Fleet&Facilities: N/A Human Resources: N/A Other: DocuSign Envelope ID:461 ECDD8-F72C-475C-A80A-01 E9DB9DAC45 111Str , * Contract CtaVel''.01f 1. Every field must be completed.If requested information is not applicable,enter NA. 2. It is advisable to confirm authority to sign,funding/account information,risk management compliance,and controlled purchases(IT or fleet/facilities)with the appropriate department prior to routing a document. 3. Attach all supporting documentation(e.g.,resolutions,commission memorandums,etc.)when routing. 4. When creating workflow in DocuSign,in addition to the department head and applicable assistant/deputy city manager,make sure the individuals(or designees)indicated in the Required Compliance Approvals section below are included in the approval path.Note that compliance approvers must approve prior to ACM. 5. The City Manager does not need to sign the coversheet. 6. If you have any questions,contact the Procurement Department. When routing documents for approval by the city manager, in addition to the department head and applicable city manager, make sure the following individuals (or designees)are included in the approval path depending on each contract type. Type 1—Contract, amendment or task order for the purchase for the purchase of goods or services resulting from competitive solicitation. • Procurement(Alex Denis) • Budget(Tameka Otto Stewart) • Grants(Judy Hoanshelt)—if the purchase is grant funded • Controlled purchases— o Facilities and Fleet(Adrian Morales)—if the purchase involves a facilities or vehicle item o Information Technology(Frank Quintana)—if the purchase involves a technology item Type 2—Other contract or amendment for the purchase of goods or services not resulting from a procurement- issued competitive solicitation. • Procurement(Alex Denis) • Budget(Tameka Otto Stewart). • Risk Management(Sonia Bridges) • Grants(Judy Hoanshelt)—if the purchase is grant funded • Controlled purchases— o Facilities and Fleet(Adrian Morales)—if the purchase involves a facilities or vehicle item o Information Technology(Frank Quintana)—if the purchase involves a technology item Type 3—Independent Contractor Agreements • Human Resources Director Type 4—Grant agreements when City recipient • Grants(Judy Hoanshelt) Type 5—Grant agreements when City grantor • As appropriate depending on grant type Type 6—Tenant agreements • Facilities and Fleet(Adrian Morales) Type 7—Inter-governmental agency agreement • Marcia Montserrat Any other type:Contact the Procurement Department for assistance.