Independent Contractor Agreement with Claudio Marcotuli DocuSign Envelope ID:C9AC3CAC-D0FA-483C-BFFA-72261A66CO3E
20 2 2 - 32 3 34
INDEPENDENT CONTRACTOR AGREEMENT
This Agreement is entered. into on this 16 day of. January, 2023. between Claudio
Marcotulli("Contractor'),and the.City_of Miami Beach,Florida(the`City"),with an,effective
starting.date of January 16, 2023 and an end date of March 211..2023 (the"Term")..
1.. Description of Services.
Contractor will provide the services described in Exhibit"A"hereto(the"Services").
Although Contractor may receive:a schedule of the available hours to provide its Services,
the City shall not'control nor have the right to control the hours of the Services performed:
by the Contractor; where the .Services.are performed (although the City will provide
Contractor with the appropriate location to perform the Services); when the Services are
performed (including how many days a week the services a re 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 to accordance with the terms and conditions set.forth
in Exhibit ',AH. hereto, and performed to the reasonable satisfaction of the City Manager;
If there are any questions regarding the. Services to be performed, Contractor should
contact the following.person;
Brandi Reddick
Cultural Affairs Manager
175.6 Meridian Avenue, 5th Floor
Miami Beach, FL 33139
BrandiReddick@miamib'eachfl.gov-or(305)618-7577 x26256
2; Fee..
In considerationof the Services to be provided pursuant to this Agreement,the City agrees
to.pay Contractor a fee, not to exceed the amount of$3,000.00(the"Fee"), which shalt be:
'paid as described in Exhibit"B" hereto,
The Contractor shall issue invokes to the City Pursuant to the mutual agreement.of the
parties and pursuant to the Fee.Schedules set forth in Exhibit""B" hereto upon receipt-of an'
acceptable and approved invoice.The City shall remit payment to the Contractor within 45
days of receiving an invoice from the Contractor for that portion,(or those portions)of the
Services satisfactorily rendered(and referred to in the particuiar.in.voice),
3. Termination.
This Agreement may be terminated by either party,with or without cause,by giving written
notice to the other party of such termination, which shall become effective upon fourteen
(14) days following receipt by the other party of the' written termination notice.
Notwithstanding the foregoing,in the event of a public health,welfare or safety,concern,as
determined by the City"Manager, in the City 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.. In the event of termination pursuant to. this section, the
Contractor shall be paid a sum equal to all payments due to him/her up,to the date of
termination; provided Contractor is continuing to satisfactorily perform all Services up to the
date of termination. Thereafter,the City shall'be fully discharged from any further liabilities;
duties, and'terms arising out of,or by virtue Of, this Agreement..
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4, Indemnification/Hold Harmless.
Contractor agrees to indemnify,defend,and hold.harrriless.the City of Miami Bea h and its
officers, employees and agents, from and against any.and all actions, claims, abilities,
'losses and expenses including,but not limited to,attorney's fees, for personal ec 9 n0mlcor
bodily injury,wrongful death, loss of or damage to property,at law or in equity, hick may
arise_or be alleged to have arisen from the negligent acts or omissions or othe wrongful
conduct of Contractor,and/or any and all subcontractors,employees, agents,or ny other
person or entity acting. under Contractor's control, in connection with the-Co tractor's
performance of the services pursuant to this Agreement. Contractor.shall pa all such
claims and losses and shall pay all costs and judgments,which may arise from any lawsuit
arising from such claims and losses,and shall pay all costs and attorney's fees xpended
by the City in defense of such.claims and losses, including appeals.
The parties agree that one percent (1%) of''the'total compensation to •Con.t actor for
performance of the Services under this Agreement is the specific consideration from the City
to Contractor for the Contractor's agreement to indemnify and hold the City harmless, as
provided herein. Contractorand the City hereby agree and:acknowledge that this indemnity
provision is intended to and shall survive the termination (or earlier expiration) of this
Agreement.
5. Limitation of Liability.
The,City desires to enter into this.Agreement only if in so doing the City can plac a limit on.
City's liability for any cause of action for money damages due to an alleged breach by the
City of this Agreement,so that its liability for any such breach never exceeds the um of the
compensation/fee-to be paid to Contractor pursuant to.this Agreement.less an amounts
actually paid by the City as of the date,of the alleged breach, Contractor hereby xpresses
his/her willingness to enter into this Agreement with Contractor's recovery from the City for
any damage action for breach of"contract'to be limited to a maximum amount equal to the
compensation/fee to be paid to Contractor pursuant to this Agreement, less any amounts
actually paid by the City as of the date of the alleged breach,
Accordingly,and notwithstanding any other term or condition of this Agreement,contractor
hereby agrees that the City shall'not be liable to Contractor for damages In the amount in
excess of the compensation/fee to be paid to Contractor pursuant to this Agreement, less
any amounts actually paid by the City as of the date of the alleged breach, for any action or
Claim for breach of contract'arising out of the ,performance or non-performa ce of any
obligations Imposed upon the City by this.Agreement:
Nothing contained in this section or elsewhere In this.Agreement is in.any way I tended to
be a waiver of the limitation placed upon City's liability as set forth in Section 768. 8,Florida
Statutes.
6. Notices.
All notices and communications in writing required or permitted hereunder may be
delivered personally to the representatives of the Contractor and the.City listed below•or
may_be mailed by U.S.Certified.Mail, return receipt requested, postage-prepaid, or by a
nationally recognized overnight delivery service.
Until changed by notice in writing,all such notices and Communications shall be.-..ddressed
as fdllows;.
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CONTRACTOR: Claudio Marcottalli
1080 NE 2 Place,.Miami, FL 33161
c_marcoIttIlli@hotmait.com
,CITY, Lissette Garcia Arrogante
City of Miami each
Department,of Tourism &Culture
1700 Contention CenterDrive
Miami Beach, FL 3a139.
(305)673-7577
Notice shall be deemed given On the date of an acknowledged receipt, and, in all other
cases, on the date of receipt.or refusal.
7. Venue.
This Agreement shall be governed by, and construed in.accordance with, the I ws of the,
State of Florida, both substantive and remedial, without regard to principles_of onflict of
laws, The exclusive venue for any litigation arising out of this Agreemen. shall be.
Miami-Dade County, Florida,if in state court,and the U.S.'District Court, South rn District
of Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT, CITY AND.
CONTRACTOR EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A
TRiAL BY.JURY OF ANY CIVIL LITIGATION RELATED TO,OR ARISING OUT OF,THIS
AGREEMENT.
8. Duty of Care/Compliance with Applicable LawslConflict Of interest_
With respect to.the,performance of the.Services contemplated herein, Contra for shall
•eXercise that degree of skill, cars, efficiency and diligence normally exercised 'hy
reasonable persons andfor recognized professionals with respect to the perfor ance of
comparable services.
In its performance of the 'Services, Contractor•shall comply with all applica le laws,
ordinances,and regulations•of the City;Miami-Dade County,the State of Florida and the
federal government. Without limiting the foregoing, Contractor herein agrees to ,dhere to
and be governed by all applicable Miami-Dade County Conflict of Interest Ordinar<lces and
ethics provisions,as set forth in the Miami-Dade County Code, and as may be mended
from time•to time;and by the City of Miami Beach Charter and Code,as,may be mended
from time to tithe; both:of which are incorporated herein by referenced,as if fully set forth
herein.
Contractor covenants that it presently has no interest and shall notacquire any interest,.
direct or indirectly which should conflict in any manner or;degree with the performance of
the Services: Contractor further covenants that in the performance of Services under this
Agreement, no person having any such interest shall knowingly be employed by the
Contractor. Notwithstanding the foregoing, Contractor shall'be'able to:provide.similar
services to other third parties as long as they do not conflict with the.-Services to be
provided hereunder. No memberof or delegate to the.Congress of the United States-she ll
be admitted to any share or part of this Agreement or,to..any benefits arising.th-refrom.
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9. No Discrimination.
In connection with the performance of the Services,the Contractor shall not excl de from;
participation in,deny the benefits of,or subject to discrimination anyone on the gr unds of
race, color, national origin, sex,..age, disability, religion,income or family status.
Additionally,Contractor shall comply with Cityof Miami Beach Human Rights.Ora inance,
codified in Chapter62 of the City Code,.as may be amended from time to time,prohibiting
discrimination in employment,housing,public accommodations,or public service on the
basis of actual or perceived races color,national origin;religion,sex,'interse:ruality,sexual
orientation; gender identity,. familial and marital status, age, ancestry, height, weight,
domestic partner status, labor organization membership, familial situation, political
affiliation, Or disability-
10. Florida Public.Records Law.
(A) Contractor shall comply with Florida Public Records law under Chapter 1 9,Florida
Statutes,as may be amended from time to time,
(B) The term"public records''shall have the meaning set forth in Section 11 .011(12.),
which means all documents, papers, letters, maps, books, tapes. ph tographs,
films, sound recordings, data processing software, or other material,reg rdless of
the physical form, characteristics, or means of transmission, made o received
pursuant to law or ordinance or in connection with the transaction of officia business
of the City.
(C)- Pursuant to Section 11.9.0701 af•the Florida Statutes, if the Contractor eels 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 p 'rforrn the.
service;
(2) Upon requestfrom the City's custodian of public records, provid the City
With a copy of the requested records or allowthe records to be in pected 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', xcept as
authorized by law, for the duration of the contract term and follow+ng.
completion of the Agreement if the Contractor does not transfer ti e 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 pub is records
required by the City to perform the service. If the Contractor transfers all
public records to the City upon cotnpfetion of the Agreement, the Contractor
shall destroy any duplicate public records that are exempt or confidential and
exempt from pubic 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.
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(D) REQUEST FOR RECORDS; NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the City's c ntract 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 o allow the
records to be inspected or copied within a reasonable time..
(2) Contractor's failure to comply with the City's request for records shall
constitute a breach of the Agreement, and the City, at its sole discretion,
may:(1)unilaterally terminate the Agreement;(2)avail itself of th 1 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 Cit 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 a sess and
award against the Contractor the reasonable costs of enforcemen ,including
reasonable attorney's fees,if:
(a) The court determines that the Contractor unlawfully refused to comply
with the public records request within a reasonable time;an
(b) At least eight (8) business days before filing the action, t e plaintiff
provided written notice of the public records request, i cluding a
statement that the Contractor has not complied with the req est, 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 addres listed on
its contract with the City or to the Contractor's registered agent.Such notices
must be sent by common carrier delivery service or by registered, Global
Express Guaranteed,or certified mail,with postage or shipping paid by the
sender and with evidence of delivery,which may be in an electronic format
(3) A Contractor who complies with a public records request within eight (8)
business days after the notice is sent is not liable for the reasona le costs of
enforcement,
(F) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, OR
AS TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS AGREEMENT, CONT CT THE
CUSTODIAN OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADOt MIAMIBEACHFL:GOV
PHONE: 305-673-7411
11. Ownership of Documents/Patents and Copyrights.
Any and all documents prepared by Contractor pursuant to this Agreement -re related
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exclusively to.the Services described herein shall be deemed to be a"work mad for hire",
and are intended or represented for ownership b,y the City.. Any re-use distri utlon, or
dissemination of same by Contractor,other than to the City,shall first be approve in writing
by the City Manager, which approval, if granted at all, shall be et the.City Maria er's sole
and absolute discretion,
' Any patentable and/or copyrightable result arising put of this Agreement, as'w II as all'
information,specifications,processes,data and findings,are hereby assigned to he City,
in perpetuity, for public use.
No reports, other documents, articles or devices produced in whole or in part u der this
Agreement shall bethe subject of.'any application for patent or copyright by or on ehaif of
the Contractor (or its employees or sub-contractors, (if any) without the prio written
consent of the.City Manager,which consent, if given at all,shall beat the Manag is sole
and absolute discretion.
12.. Liability for Rent, Supplies.Equipment, Etc.
Contractor shall provide all funds necessary to -pay all debts, disbursernents, and
expenses incurred in connection with its performance of the Services hereunder, nd:shall
not be entitled to any reimbursement from the City unless otherwise agreed to by he City;
It'will also. provide all supplies and equipment necessary to provide such Se ices. If
Contractor uses:any of the City's;facilities,supplies,or equipment to furnish the ervices
hereunder,Contractor shall pay the City(or such amount shall be deducted from the Fee
set forth in Section 2)an amount as mutually agreed by the parties,
13, Liability for Sub-contractors.
Contractor shall be liable for Its Services, responsibilities and liabilities un er this
Agreement and the costs,services,responsibilities and liabilities of any sub-contra ctors(if
any),.and any other person or entity.acting under the direction or,control of Cont actor(if'
any). In this regard, Contractor must furnish the city with all information relati g to the
sub-contractors which is requested by the City.When the term"Contractor"is us d in this
Agreement, it shall be deemed to include any sub-contractors (if any) and/or ally y other
person or entity acting under the direction or control of Contractor (if any)_ All sub-
contractors (if any) must be disclosed in writing to the City prior to their engagement by
Contractor.
14. Independent Contractor/No Joint Venture.
THIS AGREEMENT SHALL NOT CONSTITUTE OR MAKE THE PARTIES A
PARTNERSHIP OR JOINT VENTURE. FOR THE PURPOSES OF THIS AGREEMENT,
THE CONTRACTOR.SHALL BE DEEMED TO BE AN'INDEPENDENT CONTRACTOR,
AND NOT AN AGENT OR EMPLOYEE OF THE CITY, AND SHALL NOT ATI�AIN ANY
RIGHTS OR BENEFITS UNDER THE CIVIL SERVICE OR PENSION ORDIN, NCE OF
THE CITY,OR ANY RIGHT GENERALLY AFFORDED CLASSIFIED OR UNCLASSIFIED
EMPLOYEES INCLUDING ANNUAL AND SICK DAY ACCRUAL. 'FURT ER, THE
CONTRACTOR 'SHALL NOT 'BE DEEMED ENTITLED TO 'FLORIDA W RKER'S
COMPENSATION BENEFITS AS AN EMPLOYEE OF THE CITY OR ACCUM LATION
OF SICK OR ANNUAL LEAVE.
The Contractor shall be the sole party responsible for any and all employm'nt taxes,.
unemployment; compensation taxes or insurance, social security taxes', or other taxes,
insurance payments,or otherwise whether levied by any country or any political subdivision
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thereof. The Contractor shall not,in any way,be considered to be,or be deemec.to be,,an.
employee:of the City through the Services performed inthis'Agreenient(e.g.,incl ding,but .
not limited.to, for purposes of the Federal Insurance Contribution Act, the'Soci I Security
Act,the Federal Unemployment Tax Act;the previsions of the Internal Revenue ode,any
state revenue apd;taxation oderelatiri to triorne ta withholding at the source fincome,.
the Workers' Compensation insurance Code and other benefit payments and t ird party
liability claims),,and the Contractor shall indemnify and hold the City harmless.fronl all costs,.
loss,damages or expenses(including but not limited to taxes;accounting fees,court costs;
and attorney's fees.atall levels of litigation)in the event of any determination to th contrary
by any court Of competent.jurisdiction or governmental authority. The Contractor r cognizes
and understands that it will receive art.Internal Revenue Service Form 1099 stet men and
related tax statements,and will be required to file corporate and/or individual tax returns and
to pay taxes to accordance with all provisions of applicable Federal and state law. The
Contractor hereby pro"raises and agrees to indemnify the City for any damages or expenses,
including attorney's fees, and legal expenses, 'Incurred by the City as a re tilt of the.
Contractor's failure to make such required payments.
Except as otherwise expressly provided in the Agreement,the Contractor shall n no.way
hold itself out as an employee,dependentagent,or other servant of the City,its e ployees
or other agents,or as:other than a free agent with respect to the City.The Contra tor is not
granted,shall not have,and acknowledges the absence of any right or auto rity to assume
orcreate'any obligations or responsibility,express orimplied,on behalf of or in th- name of
the City or to bind the latter in any matter or thing whatsoever:.
15: Purchase Order Requirement..
This Agreernent.'shall'not'be effective until executed by the parties hereto and un ti the City
hasassued a.Purchase:Order for this Agreement
'16. Force Majeure.
(A,) A "Force. Majeure' event is an event that (i) in fact causes a del:y in the
performance of the Contractor or the City's obligations under the Agreem-nt;.and(ii)
is beyond the reasonable control of such'party unable to perform the obit•atlon,.'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, pidemics,
pandemics, terrorism, sabotage, explosions, embargo restrictions, uarantlne
restrictions, transportation accidents, strikes, strong hurricanes or tornadoes,
earthquakes,or other acts of God which prevent performance. Force Majeure shall
not include technological impossibility,inclement weather,orfailure to se ure any of
the required permits pursuant to the,Agreement.
(B) If the City or Contractor's performance of its contractual obligations is pr vented or
y delayed by 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 n tice:(i)of
the occurrence of event of Force Majeure, (ii),of the nature,of the eve t and the
cause thereof,(iii)of the anticipated impact on,the,Agreement,.(iv)of the nticipated
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 Force Majeure event is a.condition precedent to allowance of
any relief ;pursuant to this section;: however, receipt. of such notice shall not.
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'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 it's failure,to carry out its obligations under the.
Agreement duriing a period when such party is rendered unable,in Whole.or in part,.
by Force Majeure to.carry out such obligations.. The suspension of ny of the.
obligations under this Agreement due to a Force:Majeure event shal be of no
greater scope and .no longer duration than is required. The party sh It use'its
reasonable best efforts to continue to perform its obligations hereunder to the extent
such obligations are not effected or are only partially affected by'the Fore Majeure
event, and to correct or cure the event or condition excusing perfor ance and
otherwise to remedy its inability to perform to the extent its inability to pe orm is the
direct result of the Force Majeure event with all reasonable dispatch.
(D) Obligations pursuantto theAgreement thatarose before the occurrence f a.Force
M'ajeure event„causing the suspension of performance, shall not be ex used as a
result of such occurrence unless such occurrence makes such perfor ance not
reasonably possible- The obligation to pay money in a timely rnannerfor obligations
and liabilities which matured prior to the occurrence of a Force Majeure 4vent 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
thatan eventof Force:Majeure delays'a party's.performance under the greement
fora time period greater.than thirty PO)days,the City may,at the.sole di 'oration of
the City Manager,terminate the-Agreement on a given date,by giving wri ten notice
'to Contractor of such termination. If the Agreement is terminated pursuant to,this
section;Contractor.shall be paid far any Services satisfactorily performed up to the.
date of termination; following which the City shall be discharged from Iny and all
liabilities, duties, and terms arising out of, or by virtue of, this Agreem nt_ in no
event will any condition of Force Majeure extend this.Agreement beyon its stated
Term,
V7, Assignment.
Contractor-Shall net assign all or•any portion of this,Agreement'without the p for written
consent of the City Manager,and it is agreed that said consentmustbe sought in writing by
Cone-actor not less than sbUy',(6Q)=days prior to the date of any proposed assignment..
'1:e. Audit and Inspection Records.
Contractor shall permit the.authorized representatives.of the City to inspect and audit all
data and records of the Contractor, if any, relating to performance under this Agreement
until the,expiration of three years after final payment under this Agreement
Contractor'furtheragrees to include in all his/her subcon tracts hereunder a,provi ion to the
effect that the sub-contractor agrees that the City or any' ,of their duly' uthorized
representatives shall, until the expiration of three years after final, payment t the sub-
contractor, have access to and the right to examine any directly pertin nt books,
documents,papers and records of such sub-contractor,'involving transactions related to the
sub-contractor.
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19. Inspector General Audit Rights:
(A) Pursuant_to.Section 2-256 of the Code of the City of Miami Beach, th .City has
established the'Office of the inspector General which May, on a rand rn basis,
perform reviews, audits, inspections-and investigations on all City ontraots,
throughout the duration of said contraot . Thisrandomaudit-isseparate..riddistinct
from any Other audit performed`by or on behalf of the City:
(B) The Office of the Inspector General is authorized to investigate City ffai'rs and
empowered to review past,present and proposed City programs,account:,records,
contracts and transactions. In addition, the Inspector General has th power to
subpoena witnesses, administer oaths,. require the production of witnesses and
monitor City projects and programs.Monitoring of an existing City project r program
mayinclude a report concerning whether the project.is on time,Within bu get arid in
conformance with the contract documents. and applicable law. The Inspector
General shall have the.power to audit, investigate,Monitor, oversee,. i spect and
review operations, activities, performance and procurement process in luding,but
notlimited to project design,bid specifications,,(bid/proposal)submittals, ctivities of
the Contractor,'its officers,agents and employees, lobbyists, City staff a d elected
officials to ensure compliance with the contract documents and to detec'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 act vities 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 s rvices of
independent private sector auditors to audit, investigate, monitor,overt e,.inspect
and review operations activities; performance and procurement process including,
but not limited to project design„ bid specifications, (bidfproposal) ubmittals,.
activities of the Contractor,'its officers,-agents and employees, lobbyist , City staff
and elected officials to ensure compliance,with the contract documents a d to detect
fraud and corruption.
(C) The,inspector General shall have the right to inspect and dopy ell docu ents and
records in the Contractor's possession, custody or control which in th- Inspector
General's sole judgment, pertain to performance.of the contract, includi g, 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,c•nstructiori
documents, (bid/proposal) and contract documents, back-change doc L rtients, 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,.
material's, and other evidence regarding the acgUisition (biid prepa tion) and
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performance of this Agreement, for examination,audit, or reproduction. ntil three.
(3)years after final payment under this Agreement or for any longer perio• required
by statute or by other clauses Of this Agreements In addition:
(1) If this Agreement is completely or partially terminated, the Contractor shalt
make available records relating to the work terminated until three(3)years.
after.any'resulting final termination settlement;and
(2) The Contractor shall make available records relating to app als or to.
litigation or the settlement of claims arising under or relati g to this
Agreement untiisuch appeals, litigation, or ciainis.are finally resolved.
(F) The provisions- in this 'section shall apply to the Contractor, its officerls, 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 t conduct
audits or investigative activities.The provisions of this.section are neith r intended
nor shall they be construed to impose any liability on the City by'the Co tractor or
third parties.
'20.. E-Verify
(A) To the extent that Contractor provides labor, supplies, or services., nder this
Agreement, Contractor shall comply with Section 448.095, Florida Statutes,
"Employment Eligibility"("E-Verify Statute"),as maybe amended from.ti etc time.
Pursuant to the&Verify Statute,commencing:on January 1,2021,Contr ctorshall
register with and use the E-Verify system to verify the work authorization itatus of all
newly hired employees during the Term of the Agreement, Additionally, ontraetor
shall expressly require any subcontractor performing work or providin services
pursuant to.the Agreement to likewise utilize the U.S. Department of omeland
Security's E-Verify system to verify the employment eligibility of all new mployees
hired by th'e subcontractor during the contract Term. If Contractor en ers into a
contract with an approved subcontractor, the subcontractor must' p.ovide' the
Contractor with an affidavit stating that the subcontractor does not empl y,contract
with,or subcontract with an unauthorized alien. Contractor shall mairitai a copy of
such affidavit for the duration ofthe subcontract or such other extende period as
may be requited under this Agreement.
(B) TERMINATION RIGHTS: •
(1) If the City has a good faith belief that Contractor has knowin ly violated
Section4.43.09(1), Florida Statutes,the City shall terminate this greement
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 20(A),but the:Contractor Otherwise corlplied 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:evert of default
under this Agreement, entitling City to terminate this 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.
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DocuSign Envelope ID:C9AC3CAC-D0FA-483C-13FFA-72261A66CO3E
(4) The,City or Contractor or a subcontractor may file an action With he Circuit
or County Court to challenge,a termination under the foregoing S bseedon
(B)(1)or,(B)(2)no later than 20 calendar days.after the date on hich the
contract was terminated,
(5) If the City terminates the Agreement with Contractor under the foregoing
Subsection (6)(1), Contractor may not,be awarded a public cent act fqr at
least 1 year after the date of termination of this Agreement.
(5) Contractor is liable for any additional costs incurred by the City as result of
the termination of this Agreement under this Section 20.
21, Waiver of Breach.
Aparty's failure toi enforde any provision of this Agreement shell not be deemed - waiver of
such provision or modification of this Agreement. A perty's waiver of any br-ach Of'a
provision of this Agreement shall not be deemed a waiver of any subsequent b each and
shall not be construed to be a modification of the terms of this Agreement,
22- Severance.
In the event this-Agreement or a portion of this Agreement is found by acourt of competent
jurfactictionlo be Invalid the remaining provisions shall continue to be effective u less City
elects to terminate this Agreement.
23. Joint Preparation.
The parties hereto acknowledge that they have sought am!,reteived Whatever.imcefent
advice and counsel as was necessary for them to form a fullend complete under-tanding of
ell rightsand obligations herein and that the preparation of this Agreement has b-en a joint
effort of the parties, the language has been agreed to by parties to express th-ir mutual
intent and the resulting document shall not, solely as a matter of'judicial constr ction, be
construed moreseverWagainst one of the parties than the other.
24. Mutual cooperation.
'Contractor recognizes that the performance of this Agreement is essential the p OViSi011 of
vital public services and the accomplishment of the etated goals and mission or the City
Therefore, the Contractor shall be responsible to maintain a cooperative and ood faith
attitude in all relations with the City and shall actively foster a public image of mut at benefit
to both parties The Contractor shall not make any statements or take a y actions
detrimental to thIs effort.
26. Entire Agreement
This writing and any exhibits,anclior attachments incorporated(ancliorotherwise referenced
for incorporation herein)embody the entire agreement and understanding beltiven the
parties hereto,and there are no other agreements and understandings,oral or w itten,with
reference to the subject matter hereof that are not merged herein and supersed d hereby
Page 12 of 1,5
DocuSign Envelope ID:C9AC3CAC-D0FA-483C-BFFA-72261A66CO3E
�..aa
�a,,
IN WITNESS.WHEREOF, the parties hereto have caused. these,presents to b INfORP;ORATEO
executed,by the respective officials thereunto duly authorized,this date and yearfrstabov D,
written. -q
4i,�l aam .••j�C'J r
CH6' '
,FOR CITY: CITY OF MIAMI BEACH', F_ORIDA
ATTEST;
By: _ `I
City Clerk City Manager
FEB 1 5 2073
Date:
FOR CONTRACTOR: Claudio Marcotulli
WITNESS:
By: 5'"-*aff".. ff-44,144•1-
Signature
Santiago Guzman Claudio Marcotulli
Print Name Print Name
Date: January 1.6,.
2023
Approved: Approved as to form & lane yage &
for executions
Co Atc--
Department Director '1/4City Attorney ,: u Date
Office.of Budget and'Performance Improvement
Human Resources
F:ATTOTTORG/Agreements/independent Contractor Agreement/Independent Contractor Agreement 2021
modified 01-12-2021
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DocuSign Envelope ID:C9AC3CAC-D0FA-483C-BFFA-72261A66CO3E
Exhibit A
Description of Services
in conjunction with the Aspen Ideas:Clfrnate conference taking placeon Miami :each from
March 6-9, 2023, the Miami-Dade County Department-of Cultural Affairs and he City of
Miami Beach will present a series of temporary site specific public art commi+ons, film
screenings,and performances highlighting issues related to climate,change and'sea level
rise:.Fourteen(14)Miami-based artists will present work, including visual artists L'aurencia
Strauss,Orlando Estrada,Cornelius Tulloch,Magnus Sodamin,Justin H.Long,and Claudio
Marcotulli.The Film program will feature artists Cheryl Maeder;Shireem.Rahirnl,Sri Prabha,
and Coral Morphologic(Colin Foord,and J.D. McKay).Performances will ihclud works by
•artists Amanda Crider and Liony Garcia and a sound installation.by Juraj Kojs.
Aspen Ideas: Climate is presented by The Aspen Institute,a.global nonprofit or anizat►on
committed to realizing a free, just, and equitable society. In,collaboration with:he City of
Miami Beach,Miami-Dade County and a di:verse.group of partner institutions in a d beyond
South Florida, the Aspen Institute is enlisting global and local policymakers scientific
experts;corporate leaders,inventors and innovators,artists,.young leaders,influe cers,and
engaged members of the public to participate in.Aspen Ideas Climate 2023.
Sea Show by Claudio.Marcotulli borrows its name from the popularan.nual even Air&Sea
Show,.giving it a whimsical spin and posing critical questions around the environment's role
in our lives and our voracious-consumption of it.lsthere a.parallel'between our i gestion,of
digital screen content and our depletion of natural resources?
Initially trained as.an Aeronautical Engineer,, Claudio Marootulli uses film. scut tune, and
installation to create works that investigate his interest in technology and ature by
illuminating existential questions around these subjects.His projects range frorr sculpture
and performance installations to film and digital imagery that often referenc memory,
natural elements,and issues of climate change with a surrealistic and existential)approach.
Sea Show was featured in No Vacancy during Art Week Miami Beach 2022,NO acancy,is
an annual juried competition supporting and celebrating mainly local artists,presented by
the City of Miami Beach in collaboration with the Miami Beach Visitor and convention
.Authority(MBVCA).
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DocuSign Envelope ID:C9AC3CAC-D0FA-483C-BFFA-72261A66CO3E
Exhibit El
Fee
in-CcinSideralion.of the Sehiices to.beprOvided pursuant to this Agreement the C ty agrees
to pay Contractor a fee-,not to exceed the amount of$1,600,00(the°Fee"),whic shall be
paid as followa:
(A)100%lump sum payment,in the amount of$3,000,00,within45 days *f the City
receiving an acceptable and approved invoice from,the Contractor for thl t portion
(or those portions) of the Services.satisfactorily rendered (and referred to in the
particular invoice),
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