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Professional Agreement between CMB & Feeding South Florida, IncPROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND FEEDING SOUTH FLORIDA, INC. 20 23-32767 OCT 1 7 2023 i This Professional Services Agreement ("Agreement") entered into this day of 2023, between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation organized and existing under the laws of the State of Florida, having its principal offices .at 1700 Convention Center Drive, Miami Beach, Florida, 33139 (the "City"), and FEEDING SOUTH FLORIDA, INC., a Florida not -for -profit corporation, whose address is 2501 SW 32 Terrace, Pembroke Park, FI 33023 ("Contractor") (collectively, the "Parties"). SECTION 1 DEFINITIONS Agreement: This Agreement between the City and Contractor, including any exhibits and amendments thereto. City Manager: The chief administrative officer of the City. The City Manager's designee shall be the Office of Housing and Community Services Department Director. Contractor: For the purposes of this Agreement, Contractor shall be deemed to be an independent contractor, and not an agent or employee of the City. Services: All services, work and actions by the Contractor performed or undertaken pursuant to `the Agreement. Fee: Amount paid to the Contractor as compensation for Services. Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139; telephone number (305) 673-7000, Ext. 6435; and fax number (305) 673-7023. SECTION 2 SCOPE OF WORK (SERVICES) 2.1 In consideration for the Fee to be paid to Contractor by the City, Contractor shall provide the work and services, including any deliverables incident thereto, as more particularly described in Exhibit "A" hereto (collectively, the "Services"). 2.2 Although Contractor may be provided with a schedule of the available hours to provide its Services, the City shall not control nor have the right to control the hours of the Services performed by the Contractor; where the Services are performed (although the City will provide Contractor with the appropriate location to perform the Services); when the Services are performed, including how many days a week the Services are performed; how the Services are performed, or any other aspect of the actual manner and means of accomplishing the Services provided. Notwithstanding the foregoing, all Services provided by the Contractor shall be performed in accordance with the guidelines set forth in Exhibit "A" hereto, and to the reasonable satisfaction of the City Manager. If there are any questions regarding the Services to be performed, Contractor should contact the following person: Alba Tarre, Department Director Office of Housing and Community Services 1700 Convention Center Drive Miami Beach, Florida, 33139 SECTION 3 TERM The term of this Agreement (Term) shall commence on October 1st, 2023. All Services to be rendered shall be completed no later than September 30, 2024. Notwithstanding the Term provided herein, Contractor shall adhere to any specific timelines, schedules, dates, and/or performance milestones for completion and delivery of the Services, as same is/are set forth in the timeline and/or schedule referenced in Exhibit "A" hereto. SECTION 4 FEE 4.1 In consideration of the Services to be provided, Contractor shall be compensated on a fixed fee basis, in a total amount not to exceed Seventy -Two Thousand Dollars ($72,000.00) (the "Fee"). 4.2 Contractor shall be compensated for the Services, as set forth in Section 2 and Exhibit "A", as follows: (A) Supply, manage and operate one (1) food distribution per month for a period of twelve (12) consecutive months during the Term, at a cost of Six Thousand Dollars ($6,000.00) per food distribution. (B) Each food distribution event shall serve a minimum of one hundred forty (140) families. Families, as referenced herein, shall mean a household with an average of 3 people per household. Contractor's compensation shall be further subject to and conditioned upon all or any portion of the Services to be provided herein being allowable and within the Scope of Services delineated in Exhibit "A". 4.3 Contractor shall provide the City with a detailed invoice, on a monthly basis, which describes all Services performed by Contractor in a particular month, including the form attached hereto as Exhibit "B" herein. Contractor's invoices are subject to the review and approval of the City Manager and/or his or her designee, who shall be the Department Director of the Office of Housing and Community Services. The City shall not remit any payments to 6 Contractor unless Contractor provides the City with a detailed invoice that is acceptable to the City. F,X!I:Lye] NIL,lr Upon receipt of an acceptable and approved invoice, payment(s) shall be made within thirty (30) days for that portion services satisfactorily rendered (and referenced in the invoice). Invoices shall be signed by an authorized employee of the Contractor, shall include a detailed description of the Services (or portions thereof) provided, and shall be submitted to the City at the following address: Alba Tarre, Department Director Office of Housing and Community Services 1700 Convention Center Drive Miami Beach, Florida, 33139 SECTION 5 TERMINATION 5.1 TERMINATION FOR CAUSE If the Contractor shall fail to fulfill in a timely manner, or otherwise violates, any of the covenants, agreements, or stipulations material to this Agreement, the City, through its City Manager, shall thereupon have the right to terminate this Agreement for cause. Prior to exercising its option to terminate for cause, the City shall notify the Contractor of its violation of the particular term(s) of this Agreement and shall grant Contractor ten (10) days to cure such default. If such default remains uncured after ten (10) days, the City may terminate this Agreement without further notice to Contractor. Upon termination, the City shall be fully discharged from any and all liabilities, duties, and terms arising out of, or by virtue of, this Agreement. Notwithstanding the above, the Contractor shall not be relieved of liability to the City for damages sustained by the City by any breach of the Agreement by the Contractor. The City, at its sole option and discretion, shall be entitled to bring any and all legal/equitable actions that it deems to be in its best interest in order to enforce the City's rights and remedies against Contractor. The City shall be entitled to recover all costs of such actions, including reasonable attorneys' fees. 5.2 TERMINATION FOR CONVENIENCE OF THE CITY THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY TIME DURING THE' TERM BY GIVING WRITTEN NOTICE TO CONTRACTOR OF SUCH TERMINATION; WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30) DAYS FOLLOWING RECEIPT BY THE CONTRACTOR OF SUCH NOTICE. ADDITIONALLY, IN THE EVENT OF A PUBLIC HEALTH, WELFARE OR SAFETY CONCERN, AS DETERMINED BY THE CITY MANAGER, IN THE CITY MANAGER'S SOLE DISCRETION, THE CITY MANAGER, PURSUANT TO A VERBAL OR WRITTEN NOTIFICATION TO CONTRACTOR, MAY IMMEDIATELY SUSPEND THE 3 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 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 parties agree that one percent (1%) of the total compensation to Contractor for performance of the Services under this Agreement is the specific consideration from the City to the Contractor for the Contractor's indemnity agreement. The provisions of this Section 6.1 and of this indemnification shall survive termination or expiration of this Agreement. 6.2 INSURANCE REQUIREMENTS The Contractor shall not commence any work and/or Services pursuant to this Agreement until all insurance required under this Section has been obtained and such insurance has been reviewed and approved by the City's Risk Manager. The Contractor shall maintain and carry in full force during the Term, the following insurance: (A) Comprehensive General Liability insurance, to include sexual molestation, in an amount not less than $500,000 combined single limit per occurrence and $1,000,000 aggregate in a policy year. Deductibles exceeding $1,000 are discouraged, unless Contractor can provide financial statements to support a higher deductible. The City of 4 Miami Beach must be designated and shown as an additional insured and the certificate holder with respects to this coverage. The general liability policy must contain coverage for the following: (1) Bodily Injury; (2) Property Damage; (3) No exclusions for Abuse, Molestation or Corporal Punishment; (4) No endorsement for premises only operations. (B) If applicable,. Contractor Professional Liability insurance, with coverage amounts not less than $250,000 per claim and in the aggregate. Defense costs may be inside the limits of liability and the policy can be written on claims made form. The City of Miami Beach is not required to be named as an Additional Insured. Professional liability insurance is generally required when the scope of services uses professional services that require, certification or license(s) to provide direct services to Program participants. (C) Workers Compensation & Employers Liability, as required pursuant to Florida Statutes. Worker's Compensation Insurance must cover all employees, non - incorporated independent contractors or Contractors, and incorporated independent contractors or Contractors that do not have worker's compensation coverage or a valid State of Florida exemption on file with the. Department of Labor, as required by Florida Statutes, Chapter 440. In the event that the Contractor is no longer exempt from obtaining Worker's Compensation insurance, the Contractor must notify the City of Miami Beach and provide the necessary certificate of insurance upon the termination of the exemption. The employer's liability portion will be $500,000/$500,000/$500,000 as a minimum. The insurance must be furnished by insurance companies authorized to do business in the State of Florida. All insurance policies must be issued by companies rated no less than "A-" as to management and not less than "Class VI" as to strength by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All of Contractor's certificates shall contain endorsements providing that written notice shall be given to the City at least thirty (30) days prior to termination, cancellation or reduction in coverage in the policy. The insurance certificates for General Liability and Professional Liability shall include the City as an additional insured and shall contain a waiver of subrogation endorsement. Original certificates of insurance must be submitted to the City's Risk Manager for approval (prior to any work and/or services commencing) and will be kept on file in the Office of the Risk Manager. The. City shall have the right to obtain from the Contractor specimen copies of the insurance policies in the event that submitted certificates of insurance are inadequate to ascertain compliance with required coverage. The Contractor is also solely responsible for obtaining and submitting all insurance certificates for any sub -contractors. Compliance with the foregoing requirements shall not relieve the Contractor of the liabilities and obligations under this Section or under any other portion of this Agreement. Failure by Contractor to comply with Section 6.2 shall be a material breach of this Contract. The City will not disburse any funds under this Agreement until all required Certificates of Insurance have been provided to and have been approved by the City's Risk Manager. The Contractor shall not commence any work and or services pursuant to this Agreement until all insurance required under this Section has been obtained and such insurance has been approved by the City's Risk Manager. Contractor and or Contractor's insurance agent, as applicable, shall notify the City, in writing, of any material changes in insurance coverage, including, but not limited to, any renewals of existing insurance policies, not later than thirty (30) days prior to the effective date of making any material changes to the insurance coverage except for ten (10) days for lack of payment changes. Contractor shall be responsible for ensuring that all applicable insurance is maintained and submitted to the City for the duration of this Contract. In the event of any change in Contractor's Scope of Services, as set forth in Exhibit "A", the City may increase, waive, or modify in writing any of the foregoing insurance requirements. Any request by a Contractor to decrease, waive, or modify any of the foregoing insurance requirements must be approved, in writing, by the City prior to any such decrease, waiver, or modification. In the event that an insurance policy is canceled, lapsed, or expired during the effective period of this Agreement, the City shall withhold all payments to Contractor until a new Certificate of Insurance required under this section is submitted and approved by the City. The new insurance policy shall cover the time period commencing from the date of cancellation of the prior insurance policy. The City may require Contractor to furnish additional and different insurance coverage, or both, as may be required from time to time under applicable federal or state laws or the City requirements. Provision of insurance by Contractor, in no instance, shall be deemed to be a release, limitation, or waiver of any claim, cause of action or assessment that the City may have against Contractor for any liability of any nature related to performance under this Agreement or otherwise. All insurance required hereunder may be maintained by Contractor pursuant to a master or blanket policy or policies of insurance. SECTION 7 LITIGATION JURISDICTIONNENUE/JURY TRIAL WAIVER This Agreement shall be construed in accordance with the laws of the State of Florida. This Agreement shall be enforceable in Miami -Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami -Dade County, Florida. By entering into this Agreement, Contractor and the City expressly waive any rights either party may have to a trial by jury of any civil litigation related to or arising out of this Agreement. SECTION 8 LIMITATION OF CITrS 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 $10,000.00. Contractor hereby expresses its willingness to enter into this Agreement with Contractor's recovery from the City for any damage action for breach of Agreement to be limited to a maximum amount of $10,000.00. n Accordingly, and notwithstanding any other term or condition of this Agreement, Contractor hereby agrees that the City shall not be liable to the Contractor for damages in an amount in excess of the sum of $10,000.00for any action or claim for breach of Agreement arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida Statutes. SECTION 9 [INTENTIONALLY DELETED] SECTION 10 GENERAL PROVISIONS 10.1 AUDIT AND INSPECTIONS Upon reasonable verbal or written notice to Contractor, and at any time during normal business hours (i.e., 9AM — 5PM, Monday through Fridays, excluding nationally recognized holidays), and as often as the City Manager may, in his/her reasonable discretion and judgment, deem necessary, there shall be made available to the City Manager, and/or such representatives as the City Manager may deem to act on the City's behalf, to audit, examine, and/ or inspect, any and all other documents and/or records relating to all matters covered by this Agreement, including Contractor's financial records. Contractor shall maintain any and all such records at its place of business at the address set forth in the "Notices" section of this Agreement. Contractor agrees to submit its agency financial audit to the City within 30 days of completion, at least once during the Term of this Agreement. 10.2 INSPECTOR GENERAL AUDIT RIGHTS (A) Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has established the Office of the Inspector General which may, on a random basis, perform reviews, audits, inspections and investigations on all City contracts, throughout the duration of said contracts. This random audit is separate and distinct from any other audit performed by or on behalf of the City. (B) The Office of the Inspector General is authorized to investigate City affairs and empowered to review past, present and proposed City programs, accounts, records, contracts and transactions. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor City projects and programs. Monitoring of an existing City project or program may include -a report concerning whether the project is on time, within budget and in conformance with the contract documents and applicable law. The Inspector General shall have the power to audit, investigate, monitor, oversee, inspect and review operations, activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the Contractor, its officers, agents and employees, lobbyists, City staff and elected officials 7 to ensure compliance with the contract documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, the City is allocating a percentage of its overall annual contract expenditures to fund the activities and operations of the Office of Inspector General. (C) Upon ten (10) days written notice to the Contractor, the Contractor shall make all requested records and documents available to the Inspector General for inspection and copying. The Inspector General is empowered to retain the services of independent private sector auditors to audit, investigate, monitor, oversee, inspect and review operations activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the Contractor its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. (D) The Inspector General shall have the right to inspect and copy all documents and records in the Contractor's possession, custody or control which in the Inspector General's sole judgment, pertain to performance of the contract, including, but not limited to original estimate files, change order estimate files, worksheets, proposals and agreements from and with successful subcontractors and suppliers, all project -related correspondence, memoranda, instructions, financial documents, construction documents, (bid/proposal) and contract documents, .back -change documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records and supporting documentation for the aforesaid documents and records. (E) The Contractor shall make available at its office at all reasonable times the records, materials, and other evidence regarding the acquisition (bid preparation) and performance of this Agreement, for examination, audit, or reproduction, until three (3) years after final payment under this Agreement or for any longer period required by statute or by other clauses of this Agreement. In addition: i. If this Agreement is completely or partially terminated, the Contractor shall make available records relating to the work terminated until three (3) years after any resulting final termination settlement; and 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. Contractor shall be responsible for all Services performed, and all expenses incurred, under this Agreement, including services provided and expenses incurred by any and all subcontractors. The City shall not be liable to any subcontractor for any expenses or liabilities incurred under any subcontract. Contractor shall be solely liable for any expenses or liabilities incurred under any subcontract. Contractor shall hold harmless and defend, at Contractor's expense, the City against any claims, demands or actions related to any subcontract. 10.4 [INTENTIONALLY DELETED] 10.5 NO DISCRIMINATION In connection with the performance of the Services, the Contractor shall not exclude from participation in, deny the benefits of, or subject to discrimination anyone on the grounds of race, color, national origin, sex, age, disability, religion, income or family status. Additionally, Contractor shall comply fully with the City of Miami Beach Human Rights Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time, prohibiting discrimination in employment (including independent contractors), housing, public accommodations, public services and in connection with its membership or policies because of actual or perceived race, color, national origin, religion, sex, intersexuality, gender identity, sexual orientation, marital and familial status, age, disability, ancestry, height, weight, hair texture and/or hairstyle, domestic partner status, labor organization membership, familial situation, or political affiliation. 10.6 CONFLICT OF INTEREST / COMPLIANCE WITH APPLICABLE LAWS In its performance of the work and/or services, Contractor shall comply with all applicable laws, ordinances and regulations of the City, Miami -Dade County, the State of Florida and the federal government, as applicable. In addition, Contractor shall obtain and maintain in full force and effect during the term of this Agreement any and all licenses, certifications, approvals, insurances, permits and accreditations, required by the State of Florida, Miami -Dade County, relevant municipalities, or the federal government. Contractor must be qualified and registered to do business in the State of Florida both prior to and during the Agreement term with the City. Contractor herein agrees to adhere to and be governed by all applicable Miami -Dade County Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami -Dade County Code, and as may be amended from time to time; and by the City of Miami Beach Charter and Code (as may be amended from time to time); both of which are incorporated by reference herein as if fully set forth herein. The Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirectly, which could conflict in any manner or degree with the performance of the Services. The Contractor further covenants that in the performance of this Agreement, Contractor shall not employ any person having such interest. 10.7 CONTRACTOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW. (A) Contractor shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. (B) The term "public records" shall have the meaning set forth in Section 119.011(12), which means all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business of the City. (C) Pursuant to Section 119.0701 of the Florida Statutes, if the Contractor meets the definition of "Contractor' as defined in Section 119.0701(1)(a), the Contractor shall: (1) Keep and maintain public records required by the City to perform the service; (2) Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law; (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the City; (4) Upon completion of the Agreement, transfer, at no cost to the City, all public records in possession of the Contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion of the Agreement, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Agreement, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. (D) REQUEST FOR RECORDS; NONCOMPLIANCE. (1) A request to inspect or copy public records relating to the City's Agreement for services must be made directly to the City. If the City does not possess the requested records, the City shall immediately notify the Contractor of the request, and the Contractor must provide the records to the City or allow the records to be inspected or copied within a reasonable time. (2) Contractor's failure to comply with the City's request for records shall constitute a breach of this Agreement, and the City, at its sole discretion, may: (1) unilaterally terminate the Agreement; (2) avail itself of the remedies set forth under the Agreement; and/or (3) avail itself of any available. remedies at law or in equity. (3) A Contractor who .fails to provide the public records to the City within a reasonable time may be subject to penalties under s. 119.10. (E) CIVIL ACTION. (1) If a civil action is filed against a Contractor to compel production of public records relating to the City's Agreement for services, the court shall assess and 10 award against the Contractor the reasonable costs of enforcement, including reasonable attorney fees, if: (a) The court determines that the Contractor unlawfully refused to comply with the public records request within a reasonable time; and (b) At least 8 business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the Contractor has not complied with the request, to the City and to the Contractor. (2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of public records and to the Contractor at the Contractor's address listed on its Agreement with the City or to the Contractor's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. (3) A Contractor who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. (F) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION: RAFAEL E. GRANADO, CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELG RANADO(a)-M IAM I BEACH FL.GOV PHONE: 305-673-7411 10.8 E-VERIFY (A) To the extent that Contractor provides labor, supplies, or services under this Agreement, Contractor shall comply with Section 448.095, Florida Statutes, "Employment Eligibility" ("E-Verify Statute"), as may be amended from time to time. Pursuant to the E-Verify Statute, commencing on January 1, 2021, Contractor shall register with and use the E-Verify system to verify the work authorization status of all newly hired employees during the Term of the Agreement. Additionally, Contractor shall expressly require any subcontractor performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract Term. If Contractor enters into a contract with an approved subcontractor, the subcontractor must provide the Contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Contractor shall maintain a copy of such affidavit for the duration 11 of the Agreement or such other extended period as maybe required under this Agreement. (B) TERMINATION RIGHTS. (1) If the City has a good faith belief that Contractor has knowingly violated Section448.09(1 ), Florida Statutes, which prohibits any person from knowingly employing, hiring, recruiting, or referring an alien who is not duly authorized to work by the immigration laws or the Attorney General of the United States, the City shall terminate this Agreement with Contractor for cause, and the City shall thereafter have or owe no further obligation or liability to Contractor. (2) If the City has a good faith belief that a subcontractor has knowingly violated the foregoing Subsection 10.8(A), but the Contractor otherwise complied with such subsection, the City will promptly notify the Contractor and order the Contractor to immediately terminate the contract with the subcontractor. Contractor's failure to terminate a subcontractor shall be an event of default under this Agreement, entitling City to terminate the Contractor's Agreement for cause. (3) A contract terminated under the foregoing Subsection (13)(1) or (13)(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 (13)(1) or (13)(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 (13)(1), Contractor may not be awarded a public contract for at least1 year after the date of termination of this Agreement. (6) Contractor is liable for any additional costs incurred by the City as a result of the termination of this Agreement under this Section 10.8. SECTION 11 NOTICES All notices and communications in writing required or permitted hereunder, shall be delivered personally to the representatives of the Contractor and the City listed below or may be mailed by U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally recognized overnight delivery service. Until changed by notice in writing, all such notices and communications shall be addressed as follows: TO CONTRACTOR: Feeding South Florida, Inc. Attn: Velez, Francisco 2501 SW 32 Terrace Pembroke Park, FI 33023 Phone: (954) 518-1818 12 TO CITY: City of Miami Beach Office of Housing and Community Services Attn: Alba Ana Tarre, Department Director 1700 Convention Center Drive Miami Beach, Florida 33139 (305) 673-7491 Notice may also be provided to any other address designated by the party to receive notice if such alternate address is provided via U.S. certified mail, return receipt requested, hand delivered, or by overnight delivery. In the event an alternate notice address is properly provided, notice shall be sent to such alternate address in addition to any other address which notice would otherwise be sent, unless other delivery instruction as specifically provided for by the party entitled to notice. Notice shall be deemed given on the day on which personally served, or the day of receipt by either U.S. certified mail or overnight delivery. SECTION 12 MISCELLANEOUS PROVISIONS 12.1 CHANGES AND ADDITIONS This Agreement cannot be modified or amended without the express written consent of the parties. No modification, amendment, or alteration of the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. 12.2 SEVERABILITY If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall not be affected, and every other term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 12.3 ENTIRETY OF AGREEMENT The City and Contractor agree that this is the entire Agreement between the parties. This Agreement supersedes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein, and there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Title and paragraph headings are for convenient reference and are not intended to confer any rights or obligations upon the parties to this Agreement. 12.4 [INTENTIONALLY DELETED] 12.5 BACKGROUND SCREENING In accordance with Sections 39.001, 943.0542, 984.01, and 1012.465, and Chapters 402, 430, 435, Florida Statutes, as applicable, employees, volunteers and subcontracted personnel who work in direct contact with children or who come into direct contact with children must complete 13 a satisfactory Level 2 background screening prior to commencing work pursuant to this Agreement. Level 2 background screening 'investigations must be completed through the Florida Department of Law Enforcement (FDLE) VECHS (Volunteer & Employee Criminal History System) Program. Satisfactory background screening documentation will be accepted for those agencies that already conduct business with either the Department of Children and Families (DCF) or the Department of Juvenile Justice (DJJ) or the Miami -Dade County Public School System (MDCPS). A clearance letter from MDCPS Office of Employment Standards indicating the person has successfully completed a Level 2 screening shall be acceptable by the City. If background screenings are completed with VECHS, then Contractor shall complete the "Affidavit for Level 2 Background Screenings,", for each Agreement term. The Affidavit shall cover employees, volunteers, and subcontractors performing services under this Agreement who are required to complete a Level 2 background screening as defined in this section. Contractor shall keep the "Affidavit for Level 2 Background Screenings" in Contractors records for its personnel, volunteers, and sub -contractors. Contractor shall re -screen each employee, volunteer, and/or subcontractor every five (5) years. 12.6 CONFIDENTIALITY Contractor and the City understand that during the course of performing the Services hereunder, each party may have access to certain confidential and proprietary information and materials of the other party in order to further performance of the Services. The Parties shall protect confidential information, comply with applicable federal and state laws on confidentiality, and engage in measures to prevent unauthorized use, dissemination or publication of confidential information regardless of the source of such information. Any information determined to be confidential must be clearly marked as such. The Parties shall not disclose confidential information to any third party (except that such information may be disclosed to such party's attorneys), or to any employee of such party who does not have a need to know such information, which need is related to performance of a responsibility hereunder. However, this Agreement imposes no obligation upon the Parties with respect to confidential information which: (a) was lawfully known to the receiving party before receipt from the other; (b) is or becomes a matter of public knowledge through no fault of the receiving party; (c) is rightfully received by the receiving party from a third party without restriction on disclosure; (d) is independently developed by or for that party; (e) is disclosed under operation of law; (f) is disclosed by the receiving party with the other party's prior written approval; or (g) is subject to Chapter 119 of the Florida Statutes or is otherwise required to be disclosed by law. In any event, Contractor shall be responsible for defending its claim that any information submitted to the City is confidential, trade secret, or otherwise exempt from inspection and copying under Florida's Public Records Law, including, but not limited to, defending or indemnifying the City in the event that a claim or case is brought against the City, subject to the limitations set forth in section 768.28, Florida Statutes. The confidentiality provision of this Agreement shall remain in full force and effect after the termination of this Agreement. 12.7 DATA SECURITY OBLIGATION Contractor shall maintain.an appropriate level of data security for the personally identifiable information (PII) Contractor is collecting or using in the performance of this Contract. PII is information that can uniquely identify, contact, or locate a single person or can be used with 14 other sources to uniquely identify individuals. Contractor shall maintain and adhere to a written Data Security Policy that addresses requirements regarding the protection of PII from unauthorized access and protection against data breaches and ensures Contractor is in compliance with applicable federal and state standards with respect to transmission, receipt and storage of PII on Contractor's computing network and as paper records. This policy shall address the topics of computer passwords, screensavers that lock computers, securing physical facilities, storing data, data use, data confidentiality agreements, and staff training related to the policy. Additionally, Contractor is responsible for approving and tracking all Contractor employees who request system or information access and ensuring that user access has been removed from all terminated employees of Contractor. All employees and independent contractors performing work or duties related to this Agreement will sign a Data Confidentiality Agreement prior to beginning work related to this Contract. Contractor must also abide by all requirements to protect client protected personally identifiable information (PPII). Contractor shall fully comply with the data security obligations set forth in Exhibit "C" Section 0-13, entitled "Data Security Obligation" and in Exhibit "C" Attachment G, entitled Data Security Definitions. 12.8 CHILDREN WITH DISABILITIES AND THEIR FAMILIES Contractor understands that the City expects Contractor to meet any and all federal standards under the Americans with Disabilities Act. Contractor must also implement reasonable programmatic accommodations to include children with disabilities and their families, whenever possible. Notwithstanding anything to the contrary, Contractor shall not be required to make any alteration to any public -school building or other building or structure which is not owned by Contractor. 12.9 RESPONSIBILITY OF THE CONTRACTOR With respect to the performance of the Services, the Contractor shall exercise that degree of skill, care, efficiency and diligence normally exercised by recognized professionals with respect to the performance of comparable services. In its performance of the Services, the Contractor shall comply with all applicable laws, ordinances, and regulations of the City, Miami -Dade County, the State of Florida, and the federal government, as applicable. 12.10 PATENT RIGHTS, COPYRIGHTS, CONFIDENTIAL FINDINGS Any and all documents prepared by Contractor pursuant to this Agreement are related exclusively to the work and/or services described herein and are intended or represented for ownership by the City. Any re -use, distribution, or dissemination of same by Contractor, other than to the City, must first be approved in writing by the City Manager, which approval, if granted at all, shall be at the City Manager's sole and absolute discretion. Any patentable and/or copyrightable result arising out of this Agreement, as well as all information, specifications, processes, data and findings, shall be made available to the City, in perpetuity, for public use. No reports, other documents, articles or devices produced in whole or in part under this Agreement shall be the subject of any application for patent or copyright by or on behalf of the Contractor (or its employees or sub -contractors, if any) without the prior written consent 15 of the City Manager, which consent, if given at all, shall be at the Manager's sole and absolute discretion. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. 16 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: ATTEST: By: Rafael E. Granado City Clerk OCT �62 Date FOR CONTRACTOR: ATTEST: By: Francis V lez 09/27/2023 Date Corporate Seal CITY OF MIAMI BEACH, FLORIDA A' T. Hudak y Manager r, {11\CJ Ii1C0RI1P;ORr.TE FEEDING SOUTH FLORIDA, INC. Francisco Velez, President and CEO Print Name / Title APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION �^,^ 2/ 1 71Oz3 � % �� r City Attorney � Dote EXHIBIT "A" "SCOPE OF SERVICES" All Services related to this Agreement being provided to the City's population must be administered in a safe, public space. Contractor staff must advise the City of any challenges to service delivery, including but not limited to language barriers, capacity issues, immediately. The Contractor agrees to provide the following services: Monthly 12 140 (per Completion and execution of the following documents: Food monthly 1. Intake Document for each family Distribution distribution) 2. List of groceries distributed 3. . Self -Certification (low-income) Service Deliverables Services must be delivered as follows: 1. Food distribution events to happen within the City of.Miami Beach. 2. Food to be obtained and/or purchased and organized for families by Contractor. 3. Volunteers recruited and supervised by Contractor. 4. Contractor will provide the transport of the food to and from the City. 5. Advertisement of the event via flyers and/or social media. Food Distributions will take place once a month, every month, for a period of 12 months. Advertisement should happen on a continuous basis. Throughout the City of Miami Beach. To be determined by the City. Contractor will be responsible for informing the City of any emergencies, cancelations or rescheduling necessary with as much advanced notice as possible. Service Documentation Services will be deemed as provided when the following documentation is provided within the noted timeframes: Documentation Timing Submission Deadline Intake Document Completed at the time of service. (i.e. as Within 30 days of the Food participants arrive to get food, they will Distribution and should be complete the intake document. submitted along with the invoice. 18 Document is to be created/provided by Contractor, final language to be approved by the City. (Submission of intake documents can be electronic. Families Served Contractor will submit monthly totals of At the time of invoice. families served. Groceries Contractor will also provide a list of At the time of invoice. Provided groceries and approximate quantity of each grocery type. Penalties for Failure to Perform If the Contractor fails, to submit required, accurate documentation in the timeframe allotted, including the absence of notification email, the Contractor will forfeit one (1 %) percent of the combined billed total. Documents submitted within the required timeframe and found to be insufficient are subject to penalties for failure to perform. "Required, accurate documentation" may refer to: • Intake Documents • Families Served • Groceries Provided If the Contractor is unable to fulfill the contracted service level within the allocated timeframe for each service component, the City reserves the right to reduce service levels accordingly across the funded service spectrum and terminate this Agreement at its discretion. If the Contractor is unable to fulfill the contracted service level and the City subsequently reduces service and funding levels, the City reserves the right to select another vendor to fulfill the remaining service units. The City will select the alternate vendor at its sole discretion. Employee/ Contractor File Review The following documentation must be included in the employee/contractor file for those employees/contractors providing services under this Agreement: • National FBI Background Criminal Screening (Level 2) or Attachment E-1: "Affidavit for Level 2 Background Screenings" (found at the end of Exhibit "C") • Confidentiality Agreement Re: Intake Document • Monthly Totals of Families Served • Receipts of any groceries purchased for this program. The City reserves the right to inspect employee/contractor files with due notice to ensure adherence to contractual expectations. Reporting Requirements Contractor will provide the City with an invoice each month following a Food Distribution, no later than the 10th day of each month. 19 Additional Documentation Contractor, as applicable, shall keep on file copies of its policies including but not limited to confidentiality, incident reporting, sexual harassment, non-discrimination, equal opportunity and/or affirmative action, Americans with Disabilities Act, and drug -free workplace. The following documentation must be submitted with this executed agreement: • All required insurance certificates • Copy of required business licenses and permits • List of all members of Contractor's Board of Directors, if applicable • Contractor's Board of Directors by-laws, if applicable • Conflict of Interest policy • Agency 990 Form • Agency W-9 Form. 20 EXHIBIT "B" INVOICING The Contractor agrees to provide the following documentation along with the invoice for services rendered. • Invoice of monthly Food Distribution • Approximately 140 family's Intake Documents per month • Digital file summarizing monthly totals of families served and groceries provided. 21 DocuSign Envelope ID: 6C64191B-6A17-4103-86C2-67EE1A5815BB Contract/Document RoutingForm Professional Services Agreement Between the City of Miami Beach and Feeding South Florida, Inc Feeding South Florida I Housing and Community Services , Signatwnt #_ _,_ �► _��jW7 h MM 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 Type 8 — Other: The purpose of this contract with Feeding South Florida (FSF) is to provide monthly food distributions to up to 140 families in need on Miami Beach. The first distribution is set for October 19, 2023, at 9:00am. The contract is for a total of $72,000 for the length of one year, which requires twelve (12) monthly food distribution events. The funding allocation for this grant is currently listed as a recurring line item in the Department's operational budget. The vendor has provided this service to the community since the pandemic. A waiver of competition and solicitation is requested for this service. The vendor is widely recognized for their mobile pantries, and they work with various municipalities throughout South Florida. Original Term Renewal Periods Toth l + Renewals) VTW . Grant Funded: Yes No State Federal Other. General Funds Ds 1 572,000 011-0320-000349-23-405-542-00-00-00- 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 the current fiscal year only. Future years are subject to City Commission approval of the annual adopted operating budget. City Commission Approved: x Yes No Resolution No.: CC Agenda Item No.: CC Meeting Date: 2023-32767 R7K 9/13/2023 9/27/2023 If no, explain why CC approval is not required: egal Form Approved: 09/21/23 1 x I Yes I I No I If no, explain below why form approval is not necessary: ADS Procurement: DSBudget: x X hRl Ds I hnology: 7&Facilities: Risk Management: Human Resources: Other: DocuSign Envelope ID: 6C64191B-6A17-4103-86C2-67EE1A5815BB 1. Every field must be completed. If the requested information is not applicable, enter N/A. 2. It is advisable to confirm the 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 the 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 the 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 of goods or services resulting from a competitive solicitation. • Procurement (Alex Denis) • Budget (Tameka Otto Stewart) • Grants (Krystal Dobbins) — if the purchase is grant -funded • Controlled purchases — o Facilities and Fleet (Elizabeth Miro) — 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 (Marc Chevalier) • Grants (Krystal Dobbins — if the purchase is grant -funded • Controlled purchases — o Facilities and Fleet (Elizabeth Miro) — 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 (Marla Alpizar) Type 4 — Grant agreements when City recipient • Grants (Krystal Dobbins) Type 5 — Grant agreements when City grantor • As appropriate, depending on grant type Type 6 — Tenant agreements • Facilities and Fleet (Elizabeth Miro) Type 7 — Inter -governmental agency agreement • City Manager's Office (Marcia Montserrat) Any other type: Contact the Procurement Department for assistance.