Resolution 2025-33723 202533723
RESOLUTION NO.
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING, IN SUBSTANTIAL FORM, THE
PROFESSIONAL SERVICES AGREEMENT (THE "AGREEMENT") BETWEEN
THE CITY OF MIAMI BEACH AND MIAMI RESCUE MISSION, INC., FOR AN
INITIAL TERM OF(5)YEARS,WITH TWO(2)TWO-YEAR RENEWAL PERIODS
AT THE CITY'S OPTION, FOR THE PROVISION OF EMERGENCY SHELTER
SERVICES, INCLUDING THE PROVISION OF A MINIMUM GUARANTEED
FIFTEEN (15) BEDS PER DAY, AT THE INITIAL FIXED FEE OF $25 PER BED
PER DAY, IN THE BASE ANNUAL AMOUNT OF $136,875.00 FOR THE FIRST
YEAR, WITH THE FIXED FEE PER BED INCREASED BY THREE PERCENT
(3%) ANNUALLY, SUBJECT TO FUNDING APPROPRIATION AND
APPROVAL DURING THE CITY'S BUDGETARY PROCESS DURING EACH
FISCAL YEAR; FURTHER, APPROVING THE PURCHASE OF ADDITIONAL
BEDS, AS NEEDED, AT THE APPLICABLE FIXED FEE, SUBJECT TO
FUNDING AVAILABILITY WITHIN THE DEPARTMENT'S BUDGET; AND
FURTHER,AUTHORIZING THE CITY MANAGER TO FINALIZE AND EXECUTE
THE AGREEMENT.
WHEREAS, pursuant to Section 2-366(c)(2) of the Miami Beach City Code for exempt
professional services and in accordance with Florida Statute§287.057, this Agreement is exempt
from the procurement process; and
WHEREAS, the Miami Beach City Code provides that those services delineated as
exempt professional services under Florida Statute § 287.057 shall not require formal bids; and
WHEREAS, Florida Statute § 287.057(3)(e)(9) provides that the following services are
exempt professional services "[p]revention services related to mental health, including drug
abuse prevention programs, child abuse prevention programs, and shelters for runaways,
operated by not-for-profit corpora[ions" provided that"in acquiring such services, the agency shall
consider the ability of the vendor, past performance, willingness to meet time requirements, and
price;" and
WHEREAS, Miami Rescue Mission, Inc. offers a comprehensive range of services,
including emergency shelter, job training, education courses, employment opportunities, mental
health counseling, residential substance abuse treatment programs, and transitional and
permanent housing for men that are experiencing homelessness; and
WHEREAS, the City has contracted with Miami Rescue Mission, Inc. since 2003 for the
provision of fifteen (15) emergency shelter beds serving homeless men; and
WHEREAS, throughout the City's long-standing collaboration with Miami Rescue Mission,
Inc., the vendor has proven to be able, willing to meet price requirements and has developed a
positive performance record; and
WHEREAS, this long-standing collaboration enables the City to offer safe, supportive
shelter placements equipped with resources that help individuals pursue both short- and long-
term goals; and
WHEREAS, the City's current Professional Services Agreement (the "Current
Agreement") with Miami Rescue Mission, Inc., executed on October 5, 20'18, initially provided
fifteen (15)emergency shelter beds at a rate of$18.04 per bed, per day, and gradually increased
to $22.00 per bed, per day over the span of the Current Agreement; and
WHEREAS, during the Current AgreemenYs second renewal lerm, and in supporl of the
City's initiative to provide street outreach services seven (7)days a week, Miami Rescue Mission,
Inc. enhanced accessibility by accepting clients on weekends; and
WHEREAS,the second renewal term of the Current Agreement is set to expire on October
4, 2025; and
WHEREAS, Miami Rescue Mission, Inc. has expressed its willingness to continue serving
as an emergency shelter provider for the City at an initial rate of $25.00 per bed, per day, for
fifteen (15) beds, totaling $136,875.00 for the frst year, with the rate per bed increasing by three
percent(3%) each year; and
WHEREAS, pursuant to the Agreement, the City has the right, at the City Manager's sole
option and discretion, to purchase additional beds at the fxed fee price; and
WHEREAS, the combination of weekend availability, comprehensive services, and cost
effciency makes Miami Rescue Mission, Inc. a critical partner in the City's efforts to address
unsheltered homelessness with both fiscal responsibility and compassionate care; and
WHEREAS,the City Manager recommends the following (i)approving, in substantial form,
a new Professional Services Agreement(the "AgreemenP') between [he City of Miami Beach and
Miami Rescue Mission, Inc., for an initial term of(5) years, with two (2)two-year renewal periods
at the City's option, for the provision of emergency shelter services, including the provision of a
minimum guaranteed fifteen (15) beds per day, at the initial fixed fee of $25 per bed per day, in
the base annual amount of$136,875.00 for the first year, with the fixed fee per bed increased by
three percent (3°/o) annually subject to funding appropriation and approval during the City's
budgetary process during each fscal year, (ii) approving the purchase of additional beds, as
needed, at the applicable fxed fee, subject to funding availability within the DepartmenYs budget;
and (ii)authorizing the City Manager and City Clerk to execute the Agreement.
(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby approve, in substantial form, the Professional Services Agreement (the
"AgreemenP') between the Ciry of Miami Beach and Miami Rescue Mission, Inc., for an initial term
of (5) years, with two (2) hvo-year renewal periods at the City's option, for the provision of
emergency shelter services, including the provision of a minimum guaranteed fifteen (75) beds
per day, at the initial fxed fee of$25 per bed per day, in the base annual amount of$136,875.00
for the first year, with the fxed fee per bed increased by three percent (3%) annually subject to
funding appropriation and approval during the City's budgetary process during each fiscal year;
further, approve the purchase of additional beds, as needed, at the applicable fixed fee, subjecl
to funding availability within the DepartmenYs budget; and further, authorize the City Manager to
finalize and execute the Agreement.
PASSED and ADOPTED this as day of �H�'tf 2025.
����_
Steven Meiner, Mayor
ATTEST:
r�
.iury ,'7 G % � _ , .
_�ni s,E;y,�,,
. �P�'- C'+,
� i 2 ' �S',,
��^ ` -
afael . Granado, Cit Clerk � '� � '
�> Y i ��.IN[OPP ORAtE�' ;
E,,�.. � ,i�;
REGIS BARBOU s ;ar
.,� ��H,.`6�-�
Sponsored by Commissioner Alex J. Femandez
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
� G� 17�z.o�.,f
City ney �',: Date
Resolutions-C7 N
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Enc Carpenter, City Manager
DATE: June 25, 2025
TITLE: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITV OF
MIAMI BEACH, FLORIDA, APPROVING, IN SUBSTANTIAL FORM, THE
PROFESSIONAL SERVICESAGREEMENT(THE"AGREEMENT')BETWEEN THE
CITV OF MIAMI BEACH AND MIAMI RESCUE MISSION, INC., FOR AN INITIAL
TERM OF (5) YEARS, WITH TWO (2) TVJO-YEAR RENEWAL PERIODS AT THE
CIN'S OPTION, FOR THE PROVISION OF EMERGENCV SHELTER SERVICES,
INCLUDING THE PROVISION OFA MINIMUM GUARANTEED FIFTEEN(15)BEDS
PER DAY, AT THE INITIAL FIXED FEE OF$25 PER BED PER DAY, IN THE BASE
ANNUALAMOUNT OF$136,875.00 FOR THE RRST YEAR,WITH THE FIXED FEE
PER BED INCREASED BY THREE PERCENT (3°/) ANNUALLY, SUBJECT TO
FUNDING APPROPRIATION AND APPROVAL DURING THE CIN'S BUDGETARY
PROCESS DURING EACH FISCAL YEAR; FURTHER, APPROVING THE
PURCHASE OF ADDITIONAL BEDS, AS NEEDED, AT THE APPLICABLE FIXED
FEE, SUBJECT TO FUNDING AVAILABILIN WITHIN THE DEPARTMENT'S
BUDGET; AND FURTHER, AUTHORIZING THE CIN MANAGER TO FINALIZE
AND EXECUTE THE AGREEMENT.
RECOMMENDATION
The Administration recommends approving the Resolution to authonze the execution of
Professional Services Agreement belween the Ciry of Miami Beach and Miami Rescue Mission
Inc., ("Contractol') for a penod of fve (5) years, for emergency shelter services in the annual
amount of$136,875, with the annual amount increased by three (3) percent annually, with two
(2), two (2) year renewal penods at the Ciry's option, and further authonzing the Ciry Clerk and
Ciry Manager to execute the Agreement.
BACKGROUNDIHISTORY
The Miami Rescue Mission, Inc.,offers a comprehensive range of services, including emergency
shelter, job [raining, education courses, employment opPoAunities, mental healih counseling,
residential suhstance a6use treatment proqrams,and iransitional and permanent housing for men
[hat are experiencing homelessness. Since 2003, the City has partnered with the Conhaclor for
the provision of fkeen(15)emergency shelter beds. This long-standing collaboration enables the
City to offer safe, supportive shelter placements equipped with resources that help intlivitluals
pursue both short- and long-term goals. The Miami Rescue Mission, Inc. plays a vital role in the
City's outreach efforts by servinq individuals who may tace barriers to accessing other sheltere
due to mental health needs, substance addictions, or criminal history. The Ciry's Homeless
Outreach Services staff provides Care Coordination services to further assist sheltered individuals
with accessing cntical services, such as identifcation replacement, employment services, and
referrals to transitional and permanent housing.
The Ci[y's wrren[agreement with The Miami Rescue Mission, Inc., executed on October 5, 2018,
inilially provided fifteen (15) emergency shelter beds at a rate of$18.04 per bed, per day. Over
time, the daily rate has gredually increased to ihe curtent rete of$2200 per bed, per day. During
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the agreemenfs second renewal term, and in support of the Ciry's initiative to provide street
outreach services seven (7) days a week, Contrector has enhanced accessibility 6y accepting
clients on weekends—an essential feature for ensunng consistent placement options beyond
standard weekday hours. The second renewal term of ihe Agreement is set to expire on October
4, 2025.
The professional services provided by The Miami Rescue Mission, Inc. qualify as professional
services exempl from formal bidding requirements under Flontla Statute 287.057(3)(�(b).
ANALYSIS
Since the execution of the original Agreement, lhe Contractor has consislently (ulfilled its
contractual obligations to the Ciry, providing homeless men with access b a wide range of
services, including shelter beds, substance abuse trealment services, and behavioral and mental
health services. In addition to accepting clients on weekends, the Coniractor also readily
accommodates the City during emergencies,—such as extreme weather conditions,�nsuring
individuals in cnsis have access to safe and supportive shelter when it is needed most.
The Miami Rescue Mission, Inc. has expressed its willingness to continue serving as an
emergenq shelter provider for Ihe City at an initial rate of$25.00 per bed, per day,for ffteen (15)
beds, with the annual amount increasing by three percent (3°/) each year. The combination of
weekend availabiliry, comprehensive services, and cost efficiency makes the Contraclor a critical
partner in the Ciry's efforts to atltlress homelessness with both fiscal responsibility and
compassionate care.
The Administretion drafled the FY 2025 Agreement to include fifteen (15)shelter beds to address
and reduce homelessness amongst men in Miami Beach. Service deliverables will include
medical, mental health,and substance abuse screenings,with access to corresponding ireatment
services. The City's Homeless Outreach Services staff will continue to provide Care Coordination
services to individuals that accept shelter placement.
The Administration is seeking Ciry Commission's approval of the Fiscal Year 2025 Professional
Services Agreement with The Miami Rescue Mission, Inc., for the provision of ffteen (15) shelter
beds at the rate of$25.00 per bed, per tlay, in the amount of$136,875 for the frst year, with the
annual amount increasing by three percenl(3%)annually,with two(2),lwo(2)year renewal lerms
at the Ciry's option.
FISCAI IMPACT STATEMENT
$136,875
Does this Ordinance reauire a Business Imoact Estimate?
(FOR ORDINANCES ONLV)
If applicable, the Business Impact Estimate(BIE)was published on:
See BIE at: https:llwww.miamibeachFl.qov/city-hall/city-clerk/meetinq-notices/
FINANCIAL INFORMATION
011-0560-000349-23-405-575-00-00-00- Housing 8 Community Senices
�4s
CONCLUSION
The Administration recommends approving the Professional Services Agreement with The Miami
Rescue Mission, Inc. for a period o�fve (5) years, in the amount of$136,875 for the frst year,
with [he annual amount increasing by three percent (3%a) annually, with two (2), lwo (2) year
renewal terms at the City's option, and authorizing the City Manager to execute the Agreement.
Aoolicable Area
Citywide
Is this a "Residents Rioht to Know" item. Is this item related to a G.O. Bond
pursuant to Citv Code Section 2•777 Proiect?
No No
Was this Aoenda Item initiallv reauested bv a lobbvist which. as defined in Code Sec. 2d81.
includes a orincioal enaaaed in lobbvina? No
If so, specify the name of lobbyist(s)and principal(sj:
DeoaRmenl
Housing and Community Services
Soonsorlsl
Co-soonsor(s1
Condensed Title
Approve Agreement w/The Miami Rescue Mission, Inc. for Emergency Shelter Services. HCS
Previous Actian IFor Ciri Clerk Use Onlvl
747
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH
AND
MIAMI RESCUE MISSION, INC.
FOR EMERGENCY SHELTER SERVICES
This Protessional Services Agreement ("Agreement") is entered into this day of
2025, with an eHective date of Odober 5, 2025 ("EBective Date"), belween
the CITY OF MIAMI BEACH, FLORIUA, a municipal corporation organized and existing unde�
the laws of the Sta�e o( Florida, having its principal offces et 1700 Convention Center Drive,
Miami Beach, Florida, 33139 ("City"), and MIAMI RESCUE MISSION, INC., whose address is
3553 NW 50'" Street, Miami, Florida 33142 ("Contractor').
SECTqN 1
DEFINfT10NS
AgreemenC ThiS Agreement between C�B Ciry anG Contrector, indW ing any exhibits
and amendments therero.
City Manager The chief administrative officer of the City.
City Manager's
Designee: The City staff member who is designated by the Cily Manager to
administer this Agreement on behalf of the City. The City Manager's
designee shall be the Housing and Community Services Diredor.
Contractoc Fw�he pulposes of this Agreement, ConVactor shall be deemed to be
an independent conVacror, and not an agent or employee of the Ciry.
Services: All services, work and actions by the Contractor peAormed or
undertaken pusuant[o the Agreement.
Fee: Amount paid �o the Contrector as compensation for Services.
Risk Manager: The Risk Manager of the Ciry, with offces at 1700 Convention Center
Drive,Third Floor, Miami Beach, Florida 33139;telephone number(305)
673-7000, ExL 6435; and faz number(305)673-7023.
SECTION 2
SCOPE OF WORK(SERVICESI
2.1 The scope of work to be performed by Coniracbr is set forth in Exhibif "A" attached
hereto and incorporated herein (the "Services").
2.2 Contraclor's Services, and any deliverables incident thereto, shall be completed in
accordance with the timeline andlor schedule in Exhibit"A."
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SECTION 3
TERM
The fertn of this Agreement ("Term") shall commence upon the Effective Date of this
Agreement by all parties hereto (the EHective Date set forth on p.i hereo� and shall continue
for fve (5)years, unless otherwise terminated by the City. The Term of this Agreement can be
extended for Rvo (2) addilional iwo (2)-year renewal terms, at the City Manager's sole option
and discretion.
Notwithstanding Ihe Term provided herein, Contractor shall adhere to any specifc timelines,
schedules, dates, and/or perfolmance milestones for completion and delivery of the Services,
as same islare set forth in the timeline andlor schedule referencetl in Exhibit A hereto.
SECTION 4
FIXED FEE
4.1 Ouring the frst year of the Term, the City agrees to pay a fxed fee of$25.00 per bed,
per day, for a minimum of ffteen (15) beds, totaling One Hundred Thirly-Six Thousand Eight
Hundred Seventy-Five Dollars ($136,875.00)for the year,to be used by Contractor to provide
Ihe Services. Subjec� to funding appropriation and approvel during [he City's budgelary
process dunng each subsequent fiscal year, the fxed fee per bed per day shall increase by
3%each year. If(untling is appropriated and approved as provided in the preceding sentence,
the annual fiae0 tee will be as lollows:durim�the second year of the Term,the fized fee will be
$25.75 per bed, per day, for a minimum of fifleen (15) beds, totaling One Hundred Forty
Thousand Nine Hundred Eighty-One Dallars and Twenty-Five Cents (140,981.25); during the
thirtl year of the 7erm(a leap year),the fxed fee will be 526.52 per bed, per day,for a minimum
of fifteen (15) beds, totaling One Hundred Forly-Five Thousand Five Hundred Ninety-Four
Dollars and Eighty Cents ($145,594.80); during ihe fourth year of the Tertn, ihe fxed fee will
be $27.32 per bed, per day, for a minimum of fifteen (15) beds, totaling One Hundred FoAy-
Nine Thousand Five Hundred Sevenry-Seven Ddlars ($149,577.00); dming the ffth year of
the Term, the fixed fee will be $28,14 per bed, per day, for a minimum of fifleen (15) beds,
totaling One Hundred Fifty-Four Thousand Sixty-Six Dollars and Fifty Cents ($154,066.50). If
renewal terms are exercised, suDject to funding appropriation and approval during ihe Ciry's
budgetary process during each subsequent fiscal year, the daily bed rate shall continue to
increase by 3% annually. Additional beds may be purchased, at the City's sole option antl in
its sole discre0on, at the same rate per day, per bed and if available.
4.2 CoMractor shall be compensated for the Services, as set forth in Sec[ion 2 antl Exhibit
"A", as follows:
The Contrador shall submit mon[hly requests for payment no later �han [he Sth day of the
succeeding month. Compensation will be issued in cortesponding monthly installments.
Advance payments are not allowed. The aggregate annual fee shall not exceed the sums set
forth in subsection 4.1 unless additional beds are requested by and provided to the City.
Invoices for services taking place prior to the beginning o� Ihe Term are no[ reimbursable.
Similady, invoices for services taking place after the Term are not reimbursable.
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749
The Ciry assumes no obligation to provide financial support of any rype in excess of the total
Agreement amount. All amoun[s submitted to the Ciry must not be submitted to any other
funding agency for payment.
Contractor's compensation shall be further subject to and conditioned upon all or any portion
of �he Services to be provided herein being allowa6le and within the Scope of Services
delineated in Exhibit"A".
4.3 INVOICING
Contractor shall provide the City with a tletailed imoice, on a monthly basis, by the 5" day of
each month,that details all services pertormed hy Contractor in a particular month. In the event
that the fAth of the month lands on a Saturday, Suntlay or hdbay,the report must be submitted
the following business day.
Monthty reports and reim6ursement requesls may be submitted via any of the following
methods:
• Electronic mail
. Hand delivery
• Stantlard mail
Alba Tarre DeDartment Director
Office of Housino and CommuniN Services
1700 Convention Center Drive I
Miami Beach. Florida 33139
AlbaTarre(a�miami6eachfl.qov
Contractor's invoices are subject to the review and approval of the City Manager and/or his or
her designee, who shall be ihe Department Director of Ihe OKce of Housing and Communiry
Services. The City shall not remit any payments to Contrecror unless Contractor provides the
City wRh a detailed invoice that is acceptable to the Ciry.
Upon receipt ot an acceptable and approved invoice, payment(s) shall be made within forty-
�ve (45) days for that pohion (or �hose portions) of the Services salis(adorily rendered (and
referenced in the particular inwice).
Invoices shall be signed by an authorized employee of the Contractor, shall include a delailed
descrip�ion of Ihe Services (or porlions thereon providetl, antl shall be submittetl to the City at
Ihe following address:
SECTION 5
TERMINATION
5.1 � TERMINATION FOR CAUSE
If the ConVactor shall fail to fulfill in a timely manner, or othetwise violates, any o! the
covenants, agreements, or stipulations matenal to this Agreement, the Ciry, through its City
Manager, shall thereupon have the right to terminate this Agreement �or cause. Prior to
exercising its option to terminate for cause, the Ciry shall notify the Con[ractor of its violation
3
750
of the particular term(s) of this Aqreement, and shall grant Contractor ten (10) days to cure
such defaWt I(such default remains uncured aHer ten (10) days, [he City may terminate Ihis
Agreement without furlher nolice lo Contractor.
Notwithstanding the foregoing, if the pertormance of the Services by Conhactor under this
Agreement is creating a temporery or permanent public healih, welfare or safety issue, as
determined by the City Manager, in the City Manager's sole discretion, the City Manager may
immediately suspend the Services under this Agreement for a time certain, or, in the
al�ernative, termina�e lhis Agreemen[ on a given date, without providing Contrac�or with an
opportunity to cure.
Upon termination,the City shall be fully discharged from any and all liabilities,tluties,and terms
arising out ot, or by virtue of, this Agreement.
Nolwithstanding the above, the ConVactor shall nM be relieved of liabiliry ro the City for
damages sustained by the Ciry by any breach of ihe Agreement Dy the Contractor. The City,
at its sole option and discrelion, shall be entitled to bring any and all legallequitable actions
tha[it deems to be in its best interest in order to enforce the City's righls and remedies against
Contrectoc The Cily shall be entitled to recovei all costs of such actions, inGuding reasonable
attomeys' fees.
5.2 TERMINATION FOR CONVENIENCE OF THE CffV
THE CITY MAY ALSO, THROUGH RS CfTY MANAGER, AND FOR ITS CONVENIENCE
AND WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY TIME DURING THE
TERM BY GIVING WRfTTEN NOTICE TO CONTRACTOR OF SUCH TERMINATION;
WHICH SHALL BECOME EFFECTIVE WITFIIN THIRTY(30)DAY5 FOLLOWING RECEIPT
BY THE CONTRACTOR OF SUCH NOTICE IF THE AGREEMENT IS TERMINATED FOR
CONVENIENCE BV THE CITY, CONTRACTOR SHALL BE PAID FOR ANY SERVICES
SATISFACTORILY PERFORMED UP TO THE DATE OF TERMINATION; FOLLOWING
WHICH THE CRY SHALL BE q3CHARGED FROM ANY AND ALL LIABILITIES, DUTIES,
AND TERMS ARISING OUT OF, OR BY VIRTUE OF, THIS AGREEMENT.
5.3 TERMINATIONFORINSOLVENCY
The City also reserves the right to terminate the Agreement in [he event the Contractor is
placed either in voluntary or invduntary bankruptcy or makes an assignment for the benefit
of ueditors. In such event, the right and obligations for the parties shall be the same as
provided for in Section 52.
5.4 TERMINATION DUE TO LACK OF FUNDING
The Ciry may also, through its City Manager, terminate this Agreement due to lack of funds,
should available funding be reduced or should funding (or the Services not be approved
through Ihe City's budgetary pmcess tluring the Term of this Agreement, by giving written
notice to Ihe Contractor of such termina�ion. Following termination pursuant to this Section
5.4, the City shall be discharged from any and all liabilities, duties, and terms arising out of,
or by virtue of, this Agreement.
SECTION 6
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751
INDEMNIFICATION AND INSURANCE REQUIREMENTS
6.7 INDEMNIFICATION
Contrador agrees to indemnify antl hold harmless the City of Miami Beach and its offcers,
employees, agents, and contrectors, from and against any and all aclions (whether a[ law or
in equity), claims, liabilities, losses, and ezpenses, including, but not limited to, attomeys'fees
and costs, (or personal, economic, or bodily injury, wrongful death, loss of or damage to
property, which may anse or be alleged to have arisen (rom lhe negligent acts, ermrs,
omissions or other wrongful conduct of the Contractor, its offcers, employees, agents,
contractors, or any other person or enlity acting under ConVeUoi s control or supervision, in
connection with, related to, or as a result of the Contracta's performance of the Services
pursuant to this AgreemenL To ihat erztent,the Contractor shall pay all such claims and losses
and shall pay all such costs and jutlgments which may issue from any lawsuit arisinq trom such
claims and losses, and shall pay all costs and attomeys' �ees expended by the City in the
defense of such claims and losses, including appeals. The ContraUor expressly underslands
and agree5 that any insurance protection repuired by this Agreement or olherwise provided by
the Contractor shall in no way limit the ContraGor's responsibility to indemnify, keep and save
harmless and defend the City or its officers, employees, agents and instrumentalities as
provided herein.
The parties agree that one percent (1%) of the tofal compensation to Contractor foi
performance of Ihe Services under this Aqreement is the specific consideration from the City
to the Contractor for the Contraclor's indemnily agreement. The provisions of ihis Section 6.1
and of this indemnification shall survive tMmination or expiration of this Agreement.
6.2 INSURANCE REQUIREMENTS
The Contraclor shall rrotwmmence any work anNor Services pursuant to this Agreement until
all insurance required und¢r this Section has been obtained and such insurance has been
reviewed and approved by tha Ciry's Risk Manager.
The Contractor shall maiMain and carry in full fo�ce during the Term, the(ollowing insurance:
1. Comprohensive General Liability insurence in an amount not less than $500,000
combined single limit per occurrence and $7,000,000 aggregate in a policy year.
Deductibles exceeding $1,000 are discouraged, unless Contractor can provide fnancial
statements to aupport a hgher deductible. The Ciry of Miami Beach must be designated
antl shown as an additlanal insuretl antl Ihe certifcate holtler with respects to lhis
coverage. The general IiaMlity policy must contain coverage for the following:
a. Bodily Injury;
b. Property Damage;
c. No endorsemenl for premises onty operations.
2. If applicable, Conlractor Professional Liability insurance,wilh coverage amounts
not less than 5250,000 per�laim and in tha aggragate. Defense costs may be inside
ihe limits of liability and the policy can be written on claims made form. The Ciry of
Miami Beach is not required to be named as an Additional Insured. Professional liability
insurance is generally required when lhe scope of services uses professional services
that reQuire certifcation or license(s)to pmvide direct services to program participants.
5
�52
3. Workers Compensation 8 Employers Liability, as required pursuant to Florida
StaWtes. Worker's Compensation Insurance must cover all employees, non-
incorporated independent wntractors or Contrectors, and incorporated indepentlent
contractors or Contractors that do not have worker's compensation coverage or a valid
State of Florida exemption on fle with the Department of Labor, as required 6y Florida
Stawtes, Chapter 440. In the event that the Con[ractor is no longer exempt from
obtaining Worker's Compensation insurance, the Contrector must notify the City of
Miami Beach and provide lhe necessary certifcate of insurance upon the tertnination
of the exemptioa The employer's liability portion will be $500,0001$SOO,OOOI$500,000
as a minimum.
The insurance must be fumished by insurance wmpanies authorized to do business in the
State of Florida. All insurance policies must be issued by companies rated no less than "B+"
as �o management and not less than "Class VI" as to strength by the latesl edi[ion of Best's
Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent.
All of Contractor's certifcates shall contain endorsemen(s providing Mat written notice shall be
given [o the City al least [hirty (30) days pfior to terminalion, cancellation or reduclion in
coverage in the policy. The insurance certificates for General liabiliry shall include the City as
an atltlitional insured and shall conlain a waiver of subrogation endorsement
Original certificates of insurance must be submitted to ihe City's Risk Manager for approval
(prior to any work and/or services commendrg) and will be kept on fle in the Office of the Risk
Manager. The City shall have the right to obtain from the Contracmr specimen copies of the
insurence policies in the event that submitted ceNficates of insurance are inadequate to
ascertain compliance wNh required coverage.
The Contrector is also solely responsible for obfeining and suDmitting all insurance certificates
(or any sub-contractoB.
Compliance wkh the foregdng requiremenis shall not relieve the Contractor of the liabilities
and oWfgations under this Section or under any othe� portion of this Agreement.
Failure by Contractor to comply with Section 62 shall be a material breach of this Contract.
The Ciry wiq not disburse any funds under this A9reement until all required CeAificates of
Insurance have been provided to and have been approved by Ihe City's Risk Manager.
The Gontractor shaN�of commence any work and or services pursuant to this Agreement untll
all insurance required under this Seclion has been obtained antl such insurance has 6een
approved by the City's Fiisk Manager.
Contractor and or Contraclor's insurance agent, as applicable, shall notify the Ciry, in writing,
of any material changes in insurence 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 ot payment
changes. Conlractor Shall be responsible for ensuring Ihal all applicable insurance is
maintainetl and submined ro ihe City for the tluration of this AgreemenL In [he event of any
change in Contrectors Scope of Services, as set forih in Exhibit "A", lhe City may increase,
waive, or modify in wriling any of ihe foregoing insurance requirements. Any request by a
Contractor to decrease,waive, or modify any of the foregoing insurance requiremenls must be
approved, in writing, by the City prior to any such decrease, waiver, or modifcalion. In the
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event that an insurance policy is canceletl, lapsed,or expired during the eRective 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 approvetl 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 Coniractor to fumish additional and different
insurance coverage, or both, as may he required from time to time under applicable federal or
state laws or the Ciry requirements. Provision of insurance by Contractor, in no instance, shall
be deemetl to be a release, limitation, or waiver ot any claim, cause of action or assessment
that lhe City may have against Con[ractor tor 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 JURISDICTIONNENUEIJURY TRIAL WAIVER
This Agreemenl shall be construed in accordance with the laws ot Ihe State of Florida. This
Agreement shall be enforceable in Miami-Dade County, Florida,and if Iegel action is necessary
by either party with respect to ihe 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 Cily ex�xessly waive any rights either paRy
may have to a trial by jury o�any ci�ril IiUgalion related to or arising out of this Agreement.
SECTION 8
LIMITATION OF CITY'S LIABILRY
The Ciry desires to enter into ihis Agreement only if in so doing the City can place a limit on
the City's liability far any cause of action, ior money damages due to an alleged breach by
the City o(this Aqreement, so Ihal its liability for any such breach never exceeds the sum of
$10,000.00. Coniractor hereby expresses its wYlingness to enter into this Agreement with
Contrecla's recovery from the City for any damage action for breach of wnVact to be limited
to a maximum amount of$10,000.00.
Accordingly, and notwithstanding any other tertn or condition of this Agreement, Contractor
hereby agrees that the City shall not be liable to the Contrector for damages in an amount in
excess of the sum of$10,000.00 for any action or claim for 6reach of contract arising out of
the pertormance or non-peAormance of any obligations imposed upon the Ciry by this
Agreement.
Nothing contained in ihi5 Section or elsewhere in this Agreement is in any way intended to
be a waiver of the limitalion placed upon fhe City's liabiliry, as se[ forth in Sedion 76828,
Florida Statutes.
SECTION 9
DUTY OF CAREICOMPLIANCE WITH APPLICABLE LAWSIPATENT RIGHTS:
COPYRIGHT: AND CONFIDENTIAL FINDINGS
9.1 DUTY OF CARE
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With respect to Ihe pertormance of[he Services contemplated hereiq Contractor shall exercise
thal degree o(skill, care, effciency and diligence normally exercisetl by reasonable persons
and/or recognized protessionals with respect lo the performance of compareble work and/or
services.
9.2 COMPLIANCE WITH APPLICABLE LAWS
In its perfortnance of the Services, Contrador shall comply with all applicable laws, ordinances,
and regula�ions of the City, Miami-Dade County, Ihe State of Florida, and the federal
government, as applicable.
9.3 PATENT RIGHTS: COPYRIGHT: CONFIDENTIAL FINDINGS
Any work product arising out of this Agreement as well as all information specifcations,
processes,data and findings,are intended to be the property ofthe City and shall not otherwise
be made public and/or disseminated by ConlracMr,without the priwwritten consent of the City
Manager, excepting any infortnation, records etc.which are required to be disclosed pursuant
to Court Order and/or Flonda Public Records Law.
All reports, documents, articles, devices, and/or work produced in whole or in parl under this
Agreement are intended to be tha sole and ezcWsive property of the City, and shall not be
subject to any application for copyright a patent by a on behalf o� the Contractor or its
employees or sutrcontractors, without tlie prior written consent of the City Manager.
SECTION 70
GENERAL PROVISIONS
70.1 AUDIT AND INSPECTIONS
Upon reasonable verbal w written noUce to ConVactor, and at any time during normal
business hours (i.e., 9AM —SPM, Monday through Fridays, ezduding nationally recognized
holidays), and as oRen as the Cky Manager may. in his/her reasonable discretion and
judgment, deem necessary, there shall be made available to the Ciry Manager, and/or such
representatives as the City Manager may deem to act on the City's behalf,to audit, examine,
and/ or inspec[, any and all other documents andlor records relating ro all matters covered
by this Agreement, including Contractor's financial records. Contractor shall mainlain any
and all such records al its place of business al the address set forth in the "Notices" section
of this Agreement ConVactor agrees ro submit its agency financial audit to the City within 30
days of completion, at least once during the Term of this Agreement.
70.2 INSPECTOR GENERAL AUDIT RIGHTS
(A) Pursuant to Section 2-256 0( Ihe Code of the Ciry of Miami Beach, the City has
established ihe ORce of the Inspecta General which may,on a rantlom basis, peAorm
reviews, audi�s, inspections and investigations on all City contracls, throughout the
tluralion of said contrects. This random audit is separate and distinct from any other
audit performed by or on behalf of the City.
(B) The OHice of the Inspector General is authonzed to investigate City aHairs and
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empowered to review past, present and proposed City programs, accounts, records,
contracts and iransactions. In additioq the Inspector Generel has the power to
subpoena witnesses,atlminister oaths, require the production of witnesses and monitor
City projects and programs. Monitoring of an exisling City prqect or program may
include a report conceming whether the project is on time, within hudget and in
conformance with the contract documents and applicable law. The Inspeclor General
shall have the power to audit, investigate, monitor, oversee, inspecl and review
operations, activilies, pertormance and procurement process including but not limited
to projecl design, bid specifcations, (bidlproposal) submittals, activities of the
Contractor, its officers, agents and employees, lobbyists,City staff and elected officials
to ensure wmpliance wiM the conhact documents and to detect frautl antl corruption.
Pursuant to Section 2-378 of the City Code, the Cily is albcating a percenfage o( ils
overall annual contrac[ expenditures [o fund the activities and operations of�he Offce
of Inspector General.
(C) Upon ten (10) days written notice to tlie Contractor, the ConVactor shall make all
requested records and documents availade to Ihe Inspector Generel for inspection and
copying. The Inspector General is empowered to �etain the services of independent
priva[e sector autlitors lo audit, invesligate, monitor, oversee, inspec� and review
operetions activities, performance and procurement process including but not limited
to projed design, bid spe 'afications, (bid/proposal) submittals, activities of the
Contractor its offcers, agents and employaes, lobbyists, City staff and elected oKcials
to ensure compliance with the contracl documenLs and to detecl fraud and covuption.
(D) The Inspeda General shall have the rght to inspect and copy all documents antl
records in the Contractor's possession, custody or control which in the Inspector
General's sole judgment, pertain to perfortnance of the contract, including, but not
IimRed to onginal estimate fles,charge order estimate fles,worksheets, proposals and
agreements from and wiM successful subwntrectors and suppliers, all project-related
correspondence, memoranda, instructions, financial documents, construction
docUments, (bid/proposal) and contract documents, back-change documents, all
documen45 and recortls which involve cash, [rade or volume discounts, insurance
proceeds,rebates,or diviCends received,payroll and personnel records antl supporting
documentatioo tor[he aforesaid documents and rewrtls.
(E) The Coniractor shali make available at ils oHce at all reasonahle times the recortls,
materials, and other evidence regarding the acquisition (bid preparation) and
pertormance of this Agreement, for ezamination, audit, or reproduction, until three (3)
_ years after fnal payment under this Agreement or for any longer period required by
statule or by other clauses of this Agreement. In addition:
i. If ihis Agreement is completety or partially lerminated, [he Contractor shall
make available records relating to the work terminated until ihree(3)years after
any resulting fnal termination settlement; and
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ii. The Contractor shall make available records relating to appeals or to litigation
or the settlement of claims ansing under or relating to this Agreement until such
appeals, litigation, or daims are finally resolved.
(F) The provisions in this section shall apply to lhe Contraclor, its offcers, agenis,
employees, subconVactors and suppliers. 7he Contractor shall incorporate ihe
provisions in this section in all subcontracts and all other agreements executed by the
Contractor in connection with the peAormance of this Agreement.
(G) Nothing in this section shall impair any independent right to the City to conduct audits
or imestigative adivities. The provisions of this section are neither intended nor shall
ihey be conslrued ro impose any liabiliry on the City by the Contractor or third parties.
70.3 ASSIGNMENT. TRANSFER OR SUBCONSULTING
Contractor shall not subcontract, assign, or trensfer all or any portion of any work and/or
service under this Agreement withoul the priof Wntten consenl of�he City Manager, which
consent, if given at all, shall be in the Managers sole judgment and discretion. Neither this
Agreement, nor any term or provision hereof, a rght 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, inclutling services provided and expenses incurred by any and all
subcontractors.7he Ciry shall not be liahle to any sobcontractor for any expenses or liabilities
incurred under any subconVeGt.Con[rac[or shall be solely liable ta any expenses or liabilities
incurred under any subcontract. CoNractor shall hdd harmless and defend, at Contractor's
expense, the City against any claims, demands or actions re�a[ed to any subcontract.
10.4 PUBLICENTITYCRIMES
Prior to commencement of the Services, the Contractor shall fle a State of Florida Form PUR
7068, Swom Statemenl under SeCtion 287.133(3)(a) Florida S[atutes, on Pu61ic Entity Crimes
with the City's Procurement Division.
10.5 NON-DISCRIMINATION
In connec[ion with the pertormance of Ihe Services, the Contrector shall not exclutle from
participation in, deny the benefts of, or subject to discrimination anyone on Ihe grounds of
rece, color, national origin, sex, age, disabiliry, religion, income or family staWs.
Additionally, Contractor shall comply fully with the City of Miami Beach Human Rights
Ordinance, codifed in Chapter 62 of ihe City Code, as may be amended from lime to time,
prohibiting tliscnmination in employment(inclutling independent contraclors), housing, public
accommodations, public services,and in connection with its membership or policies because
o!adual or perceived race, color, national origin, religion, sex, in�ersexuality, 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 aHiliation.
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10.6 CONFLICT OF INTEREST
The Con[ractor herein agrees lo 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
Counry Code, and as may be amentled from time to lime; and by Ihe Ciry of Miami Beach
Charter and Code(as may be amended trom�ime to time); bo�h of which are incorporated by
reference herein asiffully set(orth herein.
The Contrector covenants that i[presently has no interest and shall not acquire any interest,
direct or indirectty, which could conflid in any manner or degree with the performance o(Ihe
Services. The Contractor further wvenants that in the pedormance of this Agreement,
Contrector shall not employ any person having such interest. No member ot or delegate to
Ihe Congress of the United States shall be atlmitted to any share or part of this Agreement
orto any benefts ansing therefrom.
10.7 CONTRACTOR'S COMPLIANCE WITH FIORIDA PUBIIC RECORDS LAW
(A) Contractor shall comply with Florida Public Records law under Chapler 119, Florida
Statutes, as may be amended from time b time.
(B) The term "public records" s�all have the meaning set forth in Section 119.017(12),
which means all documents, papers, letters, maps, books, tapes, photographs, films,
sound recordings, data processing sottware, or other material, regardless of the
physical form, charecteristics,or means of transmission, made or received pursuant to
law or ordinance or in connection with the transaction of offcial business of the City.
(C) Pursuant to Saction 119.0701 of ihe Florida Statutes, if the Contrector meets the
defnition of'Contractor"as defined in Section 179.070'I(1)(a), the Contractor shall:
(1) Keep and maintain public records required by the Ciry to pertorm the service;
(2) Upon request(rom M8 City's wstotlian o(public records, provide the City with
a copy of Ihe �equested records or albw the records to be inspected or copied
within a reasonable time at a cost that does not exceed Ihe cost pmvided in
Chapter 119, Florida StaWtes or as otheiwise provided by law;
(3) Ensure that public records that are ezempt or confdential and exempt from
public records disclosure requiremenis are not disclosed, except as authonzed
by law, for the duration of the contract term and following completion of the
Agreement if the Contraccor does not transfe�the records to the Cily;
(4) Upon completion of the Agreement, transfer, at no cost to the Ciry, all public
records in possession of Ihe Contraclor or keep and maintain public records
required by the City to pertortn the service. If ihe Contrador transfers all public
records [o Me Ciry upon completion of the Agreement, �he Contrac[or shall
destroy any duplicate public records that are exempt or confdential and e:empt
from public records discbsure requirements. I( ihe Contrector keeps and
maintains public records upon completion of the Agreement, the Contractor
shall meet all applicable requirements for retaining public records. All rewrds
stored electronically must be provided to the City, upon request from the City's
custodian of puhlic records, in a format that is compatible with the information
technology systems of ihe City.
(D) RE�UEST FOR RECORDS; NONCOMPLIANCE.
(1) A request to inspecl or copy public records relating to the City's contract for
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services must be made directly to the City. If the Ci[y does not possess the
requested records, the City shall immediately noti(y the Contractor of the
request, and the Contrector 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 ihe City's request for records shall constitute
a breach of this Agreement, and the City, at ils sole discretion, may: (1)
unilaterally terminate the Agreement; (2) avail itself of the remedies set forth
under the Agreement; andlor(3) avail itself of any available remedies at law or
in equity.
(3) A Con[ractor who fails to provide lhe public records to ihe Ciry within a
reasonable time may be subject to penalties under s. 119.10.
(E) CIVIL ACTION.
(1) If a civil action is fled against a Contractor lo compel production of public
records relating to the Citys coniract fa services, the court shall assess and
award against the Contractor the reasonable cos5 of enforcement, including
reasonable attomeys' fees, if:
a. The wurt tletermines thal the Contractor unlawfully refused to comply with
the public records request wdhin a reasonable time�, antl
b. At least 8 business days be(ore filing the acGon, the plaindH provided written
notice o( the public records request, including a statement that the
Contraclor has not complied with Me requesl, to the City and to the
Contractor.
(2) A notice complies with subparagraph (1)(b)'rf it is sent to the City's custodian of
public records and to the Contraclor at the Contractor's address listed on its
contraqwith Ne City or to ihe Contractor's registered agenL Such no[ices must
be seot by common carrier delivery service or by registered, Global Express
Guaranteed, or certified mail, wAh postage or shipping paid by the sender and
with evidence of tlelivery, which may be in an electronic format.
(3) A Contractw who canplies with a public records request within 8 business days
aRer ihe 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, OR AS
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: RAFAELGRANADOCa�MIAMIBEACHFL.GOV
PHONE: 305-673-7411
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10.8 FORCE MAJEURE
(A) A "Force Majeure" event is an event that(i) in fact causes a delay in the pertormance
o(the Conirector or the City'S Obligalions under the Agreement, antl (ii) i5 beyond the
reasonable control of such paAy unable to perform the obligation, and (iii)is not due to
an intentional act, error, omission, or negligence of such parry, and (iv) could not have
reasonably been foreseen and prepared for by such party at any time prior to the
occuRence of the event. Subject to the foregoing cnteria, Force Majeure may indude
evenls such as war, civil insurrection, riot, fres, epidemics, pandemics, terrorism,
sabotage, explosions, embargo restrictions, quarantine restnctions, Vansportation
accidents, strikes, sirong huvicanes or tornadoes, eaMquakes, or other acts ot God
which prevent peAortnance. Force Majeure shall not indude lechnological impossibility,
inclement weather, or failure to secure any of ihe required permits pursuant to the
Agreement.
(B) If the City or Contredor's performance of i� contractual obligations is prevented or
delayed by an event believed by to be Force Ma�eure, such party shall immediately,
upon learning of the occurrence of ihe event or of the commencement of any such
delay, but in any case within fReen (15)business tlays thereof, provide notice: (i) of
the ocwrrence of event ot Force Majeure, (II) of the nature of the evant and the cause
[hereof, (iii) of the anticipaled impact on [he Agreement, (iv) of the anNcipated period
of the delay,and(v)ot what course of action such party plans to take in order to mitigate
the detnmental eRects of the averrt.The timely dalivery of the notice of the occurrence
of a Force Majeure event is a condition precedeM to allowance of any relief pursuant
to this section; however, receipt of such notice Shali not constitute acceptance that the
event claimed to be a Force Majeure event is in faci Force Majeure, and the burden of
proot of the occurrence of a Force Majeure event shall be on the requesting party.
(C) No party herelo shall be liable for its tailure to carry out its obligations under the
Agreement during a perqd when such party is rendered unable, in whole or in part, by
Farce Majeure to carty out such oblgations. The suspension of any of the o6ligations
under Ihis Agreement due to a Force Majeure event shall be of no greater scope and
no longer durati0n Ihan is required. The party shall use i[s reasonable best eflorts lo
continue to perform its obligations hereunder m the eztenl such obligations are not
aftected or are only partially aHected by the Force Majeure event, and to corred or cure
the eveot or condition eucusing performance and otherwise to remedy its inability to
pertorm to the extent its inability to perfortn is the direcl resWt ot the Force Majeure
event with all reasonaMe dispatch.
(D) Obligations pursuarrt to [he Agreement that arose before the occurtence of a Force
Majeure event, causing lhe suspension of performance, shall not be excused as a
result of such occurrence unless such occurrence makes such perfortnance not
reasonably possible. The obligation to pay money in a timely manner for obligations
and liabilities which matured pnor to Ihe occurrence of a Force Majeure event shall not
be subject to the Force Majeure provisions. �
(E) Notwithstanding any other provision to the contrary herein, in the event of a Force
Majeure occurrence, the City may, at the sole discretlon of the City Mana9er, suspend
the City's paymenl obligations under the Agreement,and may take such action without
regard ro the notice requiremenis herein. Additionally, in the event that an event of
Force Majeure delays a partys peAormance under the Agreement for a time period
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greater than Ihirty (30) days, the City may, at the sole discretion of the City Manager,
terminate the Agreement on a given date, by giving wntten notice to Contractor of such
termination. It the Agreemen[ is terminated pursuant lo this section, Contractor shall
be paid for any Services satisfactorily pertormed up to the date of termination;following
which the City shall be discharged from any and all liabilities, duties, and terms ansing
out of, or by virtue of, this Agreement. In no event will any condition o/Force Majeure
extend Ihis Agreemeni beyond its stated term.
10.9 E-VERIFY
(A) To lhe extent that Contractor provides labor, supplies, or services under this
Agreement, Conlrector shall comply with Sectioa 448.095, Florida Statutes,
"Employment Eligibility" ("E-VeriTy StaNte"), as may be amendetl from time to
time. Pursuant to the E-Verify Statute, commencing on January 1, 2021, Contractor
shall register wi[h and use the E-Veriy system to verify lhe work authorization status
o( all newly hired employees during MB Term o( the Agreement. Additionally,
Contractor shall expressly require any subcontractor pertorming work or provitling
services pursuant to the Agreemen� to likewise ulilize Ihe U.S. Department o/
Homeland Security's E-Verify system to verify ihe employment eligibility of all new
employees hired by Ihe subcontractor. H Contraqw enters into a contract with an
approved subcontrador,tha subconhactor must provide ihe Contractorwith an aKdavit
stating that the suhcontractor does not employ, contract with, or subcontract with an
unauthorized alien. Contraclor shall maintain a copy of such affdavit For Ihe duration
of this Agreement or such other exlerded period as may be required under this
Agreement.
(B) TERMINATION RIGHTS.
(7) If tha Gty has a good faith belief thet Contractor has knowingly violated Section
448.09(1), Florida Statutes, which prohibils any person from knowingly
employing, hiring, recruiting, or refertinq an alien who is not duty authonzed to
work by the immgretion laws or the Attorney General of the United States, the
City shall terminate this Agreement with Coniractor(or cause, and the City shall
Ihereafter have or owe no further obligation or liabiliry to Contractor.
(2) If the City has a good faith belief [hat a subcontrector has knowingly violated
the foregoing Subsection 10.9(A), but the CoMrector otherwise complied with
such subsection, Ihe City will promptly notify the Contractor and order the
Conlractor to immediately terminate the conVacl with the
subcontractoc Contractor's (ailure to terminate a subcontredor shall be an
event of defautt under this Agreement, entitling City to terminale ihis Agreement
forcause.
(3) A contract tertninated under the foregoing Subsec�ion (B)(1) or (B)(2) is not in
breach of contract and may not be considered as such.
(4) The City or Coniractor or a subcontrector may fle an action with the Circuit or
Cowty Court to challenge a termination under the foregoing Suhsection (B)(1)
or(B)(2)no lafer than 20 calendar days after lhe date on which the conVact was
terminated.
(5) If the City terminates the Agreement with Contractor under Ihe foregoing
Subsection (B)(1), Contractor may not be awarded a public conUact for at least
1 year after the date of termination of this Agreement.
(6) Contractor is liable for any additional costs incurred by the Ciry as a result of
� the termination of this Agreement under this Section 10.9.
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'10.10 CONTRACTOR'S COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS
Conlractor agrees to comply with Section 787.06, Florida Statutes, as may be amended lrom
time to time, and has executed the Anti-Human Trafficking ARdavit, conlaining the certification
of compliance with anti-human Uafficking laws, as required by Section 787.06(13), Florida
Statutes, a copy of which is attached hereto as Exhibit"B".
10.11 PROHIBITION ON CONTRACTING WITH A BUSINESS ENGAGING IN A 80VC0TT
Contractor wavanls and represents that it is not currently engaged in, and will not engage in,
a boycott, as defined in Section 2-375 of the City Code. In acmrdance wilh Section 2-
375.1(2)(a) of the Ciry Code, Contractor hereby ceAifies lhat Contractor is not currently
engaged in, and for the duration of the Aqreement, will rwt engage in a boycotl of Israel.
10.12 PROHIBITION ON CONTRACTING WI7H AN INDIVIDUAL OR ENTITY WHICH
HAS PERFORMED SERVICES FOR COMPENSATION TO A CANDIDATE FOR
CITY ELECTED OFFICE
Contractor warrants and represents that, within two (2) years prior to the Effective Date,
Contractor has no[ received wmpensation for services pertormed for a candidate (or Ciry
elected office, as contemplated by ihe prohibitions and eaceptions of Seclion 2379 of the Ciry
Code.
Por the avoidance of doubt, the resUictions on conhacting wRh tlie City pursuant to Section
2-379 of the City Code shaA not aoolv ro the lollowing:
(a) Any individual M entily ihat provides goods to a candidate for office.
(b) Any individual or entity that provides services to a candidate for offce if those same
services are ragularly performed by the individual or entity in the ordinary course of
business for clieMs or CUstomers other �han candidates for oRce. This includes,
wittaut Rmilation, banks,felephorre or intemet service providers, printing companies,
event venues, restaurants, caterars, transportalion providers, and office supply
vendors.
(c) My individual or enfity which peAorms licensed professional services (including for
ezample, legal or accounting services).
10.13 PROHIBRION AGAINBT CONTRACTING WITH FOREIGN COUNTRIES OF
CONCERN WHEN AN INDIVIDUAL'S PERSONAL IDENTIFY�NG INFORMATION
MAY BE ACCESSED
Con[wctor hereby agrees to comply with Section 287.138, Florida Statutes, as may be
amended from [ime to time, which states that as of January 1, 2024, a governmenlal entiry
may not accepl a bid on, a proposal for, or a reply lo, or enter in[o, a conVact with an enlity
which would grant the entiry access to an individual's personal identifying informalion (PII),
unless the entity provides the govemmental entity with an affdavit signed by an officer or
representative o( the entiry under penalty of perjury attesting tha� the entity does not meet
any of the criteria in Paragrephs 2(a}(c) of Section 287.138. Florida St2tutes: (a) the entity
is owned by a government of a foreign counlry of concem; (b) the government of a foreign
country of concem has a controlling interesl in ihe entity; or(y the entity is organized under
the laws o� or has its principal place of business in a foreign country of concern (each a
"Prohibited Enlity"). A foreign country of concern is defined in Section 287.138 (1)(c), Florida
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Statutes, as may be amended from time to time, as the People's Republic of China, the
Russian Federation,the Islamic Republic of Iran,lhe Democratic People's Republic ot Korea,
the Republic of Cuba, the Venezuelan regime of Nicolas Maduro, or the Syrian Arab
Republic, including any agency of w any other entity of significant control of such (oreign
country of wncern. Additionally, beginning July 1, 2025, a govemmental entiry may not
ezlend or renew a contract with a Prohibited Entily. Contractor warrants and represents that
it does not fall within Ihe definition of a Prohibited Entity, and as such, has raused an
auMonzed representative o(Conlrector to execute Me "Prohibition Against Contracting with
Entities of Foreign Coun[ries of Concem AffdaviP, incorporated herein by reterence and
attached hereto as Exhibit"C".
SECTION 11
NOTICES
All notices and communications in writing required or pertnilted hereunder, shall be delivered
personally to the representalives of the Contractor and lhe City listed 6elow or may be mailed
by LLS. Certifed Mail, retum 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: The Miami Rescue Mission, Inc.
Attn: An�onio Villasuso, President
3350 N W 50°i Street
Miami, Fbrida 33142
(305)571-2232
TO CITY: City of Miami Beach
Office of Housing antl Community Services
Attn: Alba Ana Tarre, Department Director
1700 Convention Center Drive
Miami Beach, Florida 33139
(305) 67&7491
Notice may also be pmvided to any other address designated by the party to receive notice A
such alternate address is provided via U.S.certified mail,reWm receipt requested,hand delivered,
or by ovemight delivery. In the event an altemate notice address is propedy provitletl, nolice shall
be senl to such altemate address in ad0ition to any other address which notice would oNerwise
be sen[, unless other delivery instruction as spec�cally provided for by the party entitled to notice.
No[ice shall be deemed given on the day on which personaliy served, or the day of receipl by
either U.S. certifed mail or ovemight delivery.
SECTION 12
MISCELLANEOUS PROVISIONS
12.1 CHANGES AND ADDITIONS
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This Agreement cannot be modifed or amended without the express wntten consent of the
parties. No modification, amendment, or alteration of lhe terms or condilions conlained herein
shall be effective unless contained in a wntten document executed with the same formality and
of equal dignity herewith.
12.2 SEVERABILITY
I( any lerm or provision of this Agreement is held invalid or unenforceable, �he 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 Ciry 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 lhe matters contained herein, and there are no commitments,
agreements o� understandings wnceming the subject matter of ihis Agreement that are not
contained in this documenc Title and paragraph headings are /or convenient reference and
are not intended to confer any rights or obligations upon the parties to this Agreement.
12.4 CONTRACTOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
(D) Contracror shall comply with Fbrida PuWic Records �aw under Chapter 119, Florida
Statutes, as may be amended from time to time.
(E) The term "pudic records" shall have the meanirg set forth in Section 119.011(12),
which means all documents, papers, let�rs, maps, books, tapes, photographs, flms,
sound recordings, data processing soflware, or other matenal, regardless of ihe
physical torm, characteristi�s,ar means of Vansmission, made or received pursuant to
law a ordinance or in connection Hnth the irensaction of official business o�the City.
(F) Pursuan� lo SeCtion 119.0701 of �he Florida Statutes, if Ihe Conlractor meets lhe
definition of"Conhactor' as defined in Section 119.0701(1)(a), ihe Contractor shall:
(5) Keep and maintain puMic records required by the Ciry to perform the service;
(6) Upon request hom the City's custodian of public records, provide the City with
a copy of the requested rewrtls or allow the rewrds to be inspeded or wpied
wiMin a reasonade time at a cost that does not exceed the cost provided in
Chap[er 119, Fbntla Statutes or as otherwise providetl by law;
(7) Ensure ihat public records that are exempt or wnfdential and exemp[ from
public recads disdosure requirements are not disclosed, excep�as authorized
by law, for the duration of the wntract tertn and following completion of the
Agreement if the Contrector dces not trans(er the records to the City;
(8) Upon completion of the Agreement, transfer, at no cost to the Ciry, all public
records in possession of the Contraclor or keep and maintain public records
requiretl by the City to pedorm the service. If lhe Contractor transfers all public
recortls lo the City upon complelion of Ihe Agreement, the Contractor shall
destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. If Ihe Contrector keeps and
maintains public records upon completion of the Agreement, the Contractor
shall meet all applicable requirements for retaining public records. NI records
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stored electronically must be provided to ihe Ciry, upon requesi from the City's
custodian of public rewrds, in a format that is wmpatible with the infortnation
technology systems of the City.
(0) REQUEST FOR RECORDS; NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the City's contrad for
services must be matle directly to the Ciry. If Ihe City dces not possess the
requested records, ihe City shall immediately notify the Contractor of the
�equest, and the Contractor must provide the records lo [he City or allow lhe
records to be inspected or copied within a reasonable time.
(2) Contractor's failure to comply with the City's request for rewrds shall constitute
a breach of this Agreemen[, and lhe City, et its sole discre�ion, may: (1)
unilaterally terminate the Agreement; (2) avail itself of the remedies set forth
under the Aqreement; andlor(3)avail itself d any available remedies at law or
in equiry.
(3) A Contraclor who fails to provide the public records lo the Cily wi[hin a
reasonable lime may be subjecl to penalties under s. 119-10.
(E) CIVIL ACTION.
(1) If a civil action is fled against a Contracta to compel production of public
records relating to the Citys coNrad fw services, the court shall assess and
award against Ihe ConUactor the reasonable costs of enforcement, induding
reasonable attorney fees. If.
a. The court determines that the Contractor unlawfully refused to comply with
the public records request wdhin a reasonade time; and
b. At least 8 business days before filing Uia action,Me plain[iH provided written
ndice of !he public records request, including a slatement that the
Contrector has not complied with lhe requesL to the City antl to the
Contractor.
(2) A notice canplies wiN subparegraph (1)(b) if it is sent to the City's custodian of
pudic records arM to the Contractor at the Contractor's address listed on its
contract with Ihe Ci�y or[o the Contractor's registered agenc Such notices must
be sent by common wrrier delivery service or by regislered, Global Express
Guaranteed, or certified mail, with postage or shipping paid by Ihe 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 enforcemeM.
(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
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E-MAIL: RAFAELGRANADOCa�MIAMIBEACHFL.GOV
PHONE: 305-673-7411
12.5 JOINT PREPARATION
The parties hereto acknowledge that they have sought and received whatever competent
advice and counsel as was necessary for them to fortn a full and complete underslanding of
all rights and obligations herein and that the preparation of this Agreement has been a joint
effort of the parties, the language has been agreed to by parties to ezpress their muWal intent
antl the resulting document shall not, solely as a matler o(judicial construction, be construed
more severely against one of the parties than the olher.
72.6 CONFIDENTIALITY
Contrector and the City understand that during the course of perfortning the Services
hereunder, each party may have access to certain confdential and proprietary information antl
materials of the other party in order to further performance of the Services. The paAies shall
protect confdential informalion and comply with applicable federal and state laws on
confdentialiry to prevent unauthorized use, dissemination or publication of confitlential
information as each party uses to protect its own confdential information in a like manner.The
parties shall not disclose confdential information to any third party (e.cept that such
information may be discbsed to such party's attorneys),a lo any employee of such party who
tloes not have a need to know wch information, which need is related to pedormance of a
responsibility hereunder.However,lhis Agreement imposes no obligalion upon the parties with
respect to conftlen[ial information which (a) was lawfully known to the receiving party before
receipt from the other, (b) is or becanes a matter of public knowledge thmugh no fault of the
receiving pa�ty, (c) is riqhlTully received Dy the receiving party from a third party without
reslrictfon on disclosure, (d) is intlependenty developed by or For that party, (e) is disclosed
under operation of law, (�is disclosed by the receiving party with the other party's prior written
approval, a (g) is subject to disclosure pursuant �o Public Records Laws including, withoul
limitation, Chapter 119 of the Fbrida Stffiutes or is othenvise required to be disGosed by law.
The confidentiality provision of this Agreement shall remain in full force and effect after Ihe
termination of this Agreement.
12.7 DATA SECURITY OBLIGATION
Contractor shall maintain an appropriate level of data secunty for the personally identifable
information (Plq which Contrac[or is collecting or using in the pertormance o!this Agreemen[.
PII is infortnation Ihat can uniquely identify, contact, or locate a single person or can be used
with 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 tlata breaches, and ensures Contractor is in
compliance wilh applicable federal and state standards with respecl to transmission, receipt
and storage of PII on Contraclor's computing network and as paper records. This policy shall
address the topics of wmputer passwords, screensavers that lock computers, securing
physical facilities, storing data, data use, data confdentiality agreemenis, and staff training
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related to the policy. Additionally, Contractor is responsible for approving and trecking all
Coniractor employees who request system or information access and ensuring that user
access has been removed from all tertninatetl employees of Conhactor. FJI employees and
independent contractors performing work or duties related to this Agreement will sign a Data
Confdentiality Agreement prior to beginning work related to this Agreement. Coniractor must
also abide by all requirements to protect client protected PII.
12.8 WAIVER OF BREACH
A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of
such provision or modifcation of this Agreement. A party's waiver of any breach of a provision
of fhis Agreement shall not be deemed a waiver of any subsequen! breach and shall not be
construed to be a modification of the terms of this Agreement.
THE REMAINDER OF TNIS PAGE IS INTENTIONALLY LEFT BLANK.
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IN WITNESS WHEREOF, ihe parties hereb have raused this Agreement to be
executed by their appropriate officials, as of the date frst entered above.
FOR CITY:
ATTEST: CITY OF MIAMI BEACH, FLORIDA
By:
Rafael E. Granado, City Clerk Eric T. Cerpenler, P.E., City Manager
Date Date
FOR CONTRACTOR:
ATTEST�. Miami Rescue Mission, Inc.
By:
PriM Name/Title Print Name/Title
Date Date
Corporete Seal
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EXHIBIT "A"
"SCOPE OF SERVICES"
The Contractor shall provide the following services to individuals reFerred for emergency
shelter placement (clients):
� .
� Bed Roster Report 1 Report Daily Attendance Roster
Emergency Housing 15 beds per day, Attendance Roster
with additional betls i
requested and
available
Meals , 3 meals per dayl Attendance Ros�er
L _ �per client placed _., �
Related Definitions: 7he City's goal is to reduce homelessness by providing emergency
shelter to homeless persons as a means of [ransiUoning them to stability and, ultimately,
permanent housing. The City adheres to a strengths-based client engagemenl strategy
that seeks to ulilize a clienPs strengths to devise plans that incorporate these natural
strengths to overcome existing service gaps or personal barriers. We seek to adhere to
cultural competency s�andards and engage the client at hislher level of comprehension.
In order to achieve tMs and ensure ihat finite Dublic resources are used eKciently, the City
will expect the following:
Intake 8 Consent— The Intake provides prospective clients with an overview of shelter
services and the benefts and ezpectations of program participation. Client consents
required for program participation are exewted by the Ciry enabling ihe provision of(urther
services by the City and Contractor.
Client Termfnatlon — The Contractor may terminate clients for failure to adhere lo shelter
rules. The ConVaCtor will notify the City in writing of any terminations and the reasons for such
termination.
Service Deliverables
The Contracmr shall provide the following services, as appropriate:
a. Testing for tuberculosi5 wilhin forty-eight (48) business hours of admittance to
shelter;
b. Clean clothing and hygiene products, if available;
c. Random drug and alcohol tests will be conducted monthly and/or at shelter staffs
discretion, with test results includetl in clienYs case fle;
d. The City reserves the right to conduct periodic audits of client files ro ensure
adherence lo service benchmarks; and
e. Access to medicai, mental, and substance abuse treatment services.
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Clients will receive case management services from the City with an emphasis on obtaining
stability, entitlements, and housing. This includes:
a. Development of a Care Plan and documentation of contads;
b. Referrals for specialized health, substance abuse, mental health screening and
treatment will be made for clients based on need or their request;
c. Referral to other entitlement services including, but not limited lo, Veterans
Administration, SNAP and Medicaid;
d. Referral to educational and vowtional iraining;
e. Create and maintain client resume on fle;
t. Referral for employment; and
g. Referral to permanent housing, among other services.
Employeel Contraclor File Review
The following documentation must be included in the employee/ConVaclor file for Ihose
employeeslContraclors' providing services under �his contract The fdlowing must be
includetl in the employee files:
. Employment Appliwtion
• Evidence o�degree/credentials
• Job�escription Signed by Employee
• Evidence of Required Experience ��
. Florida Backgroun0 Crininal Screeni�g
• Proof o(Knowledge of PdiGies & Procedures
• Confidentialiry Agreement Re: Client IntameNon
• Documentation of Agency Training�ln-Service Training
• Evidence of completion of mandatory inclusion training provided by Pndelines
. I-9 Ve�ification on File
The City reserves Ihe righl to inspect employee/Contractor files with due notice (at least
forty-eigM (48) hours in advance of planned site visit) to ensure adherence to contrectual
expectations.
Monkoring &Performance Reviews
The City reserves[he rightM iaspect, monitor andlor audit the Con[ractor to ensure contrectual
compliance. This indudes, but is not limited to:
• Review of on-site service tlelivery
. Inspection and review of budgetary and employee ftles (for those employees providing
services under this Agreemen�)
Promotion &Public Relations Requirements
The Coniractor agrees[o receive City of Miami Beach Homeless Outreach Program Brochures
and make Ihem available to clients during all in-person client interactions. Contractor agrees
to identify ihe City as funder in all media, promotional malerials and press releases referencing
the program's services within the City of Miami Beach.
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Additional Documentation
Contrector shall submit Ue following documentation to City immediately upon ezecution of
the Agreement:
. All required insurance certificates
. Copy o�most recent financial audit, as appropriate
• Copy ot required business licenses and permits
. List of all members of Contractor's Board of Directors, if applicable
• Contrec[or's Board of Directors by-laws, if applicable
. ConFlict of Interest policy
• Agency 990 Form
. Agency W-9 Form
..��y ����'^ .
THE REMAINDER OF THIS PAGE IS INTENTpNALLY LEFT BLANK.
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EXHIBIT"B"
ANTI-HUMAN TRAFFICKING AFFIDAVIT
In accordance with Section 787.06 (13�, Florida Statutes, the undersigned, on behalf of
Contractor hereby attests under penalty of perjury that Contractor does not use coercion for
labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Treffcking".
I understand that I am swearing or affrming under oath to the truthfulness of ihe claims made
in ihis affdavit and Ihat the punishment for knowingly making a false statement includes fnes
and/or imprisonment.
The undersigned is authorized to ececu[e this aff�davi[on behalf of Contractor.
CONTRACTOR:
Miami Rescue Mission, Inc., a Florida not-tor-profit corporation.
Name(fitle: (Address)
State o(
County of
The foregoing instrumeM was ackirowledged before me by means of O physical presence or
❑ online notarization, Nis _ day of , 2025 by
, as of Miami Rescue
Mission, Inc., a Florida noFfor-profit corporetion, known to me to be the person describetl
herein, or who produced as idenlifca[ion, and who
ditl/did not take an oath.
NOTARY PUBLIC:
(SignaNre)
(Prin[ Name)
My commission ezpires:
25
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EXHIBIT "C"
PROHIBITION AGAINST CONTRACTING WITH FOREIGN COUNTRIES OF CONCERN
AFFIDAVIT
In accordance with Section 287.138, Fbrida Statutes, incorporated herein by reference, the
undersigned, on behalf of Contractor, hereby anests under penalty of perjury that Contraclor
does not meet any of the following criteria in Paragrephs 2(a}(c)of Section 287.138, Florida StaWtes:
(a)Contractor is owned by a govemment of a foreign country of concern;(b)the government of a foreign
country of wncem has a controlling interest in Contractor, or(c)Contractor is organized under ihe laws
of or has its principal place of business in a(oreign counlry of wncem.
I understand that I am swearing or aKrming under oath, under penalties of perjury, to the
tmthfulness of the daims made in this a�davit and that the punishment for knowingly making
a false slatement includes f nes andlor imprisonment.
The undersigned is authorized to ezecute this affdavit on behalf of Contractor.
CONTRACTOR:
Miami Rescue Mission, Inc., a Fbrida not-forprofit corporatlon.
NamelTitle: (Address)
State of
County of
The foregoing instrument was acknowletlged before me by means of O physical presence or
❑ online notarization, this tlay of 2025 by
, as , of Miami Rescue
Mission, Inc., a Florida not-fa-proft corporalion, known to me to be Ihe person described
herein, or who pmduced as identification, and who
didldid nd take an oath.
NOTARY PUBLIC:
(SignaNre)
(Print Name)
My wmmission expires:
26
773