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2025 Independant Contractor Agreement between Melissa O'Hare, Contractor and the CMB. Docusign Envelope ID:A8F8672F-86F3-43A9-9604-BOCD174ACF44 �� Z„ �� 1 3 3 � 3 �'1 Docusign Envelope ID:092EBE6E-3615-4AA3-BFF8-49C19950C568 1 S�� ,[ 4 ��i�CS INDEPENDENT CONTRAGTOR AGREEMENT Thas Agreement is entered into on this ._ day of ________ _______, 2025 between Melissa O'Hare (°Contractar"), and the City of Miami Beach, Florida (the "City"}, for a period of approximately eight(8}months, with an effective starting date of September 8, 2025, and an end date of April 30, 2Q26 (the "Term"}, 1. Qescription of Services. Gontractor will provide the senrices described in Exhibit"A" hereto(the `Services"). Although Contractor may receive a schedule of the available hours to provide its Services, the City shall not control nor have the right to control the hours of the Services performed by the Contractor; where the Services are perfarmed (althaugh the City wlfl provide Contractor with the appropriate location to perfo�m the Services); when the Services are performed {inc(uding how many days a week the services are performed�; how the Services are performed; or any other aspect of the actual manner and means af accomplishing the Services provided. Notwithstanding the foregoing, all Serviees provided by the Cantractor shall be in accordance with the terms and conditions set farth in Exhibit "A" hereto, and performed to the reasonable satisfactian of the Ciry Manager. If there are any questions regarding the Services to be perfarmed, Contractor shouid contact the following person: Alba Tarre, Department Director Office af Housing and Community Services 1700 Canvention Center Drive Miami Beach, Florida, 33139 2. Fee. In consideration af the Services to be provided pursuant to this Agreement, the Gity agrees to pay Gontractor a fee, not to exceed the amount af Nine Thousand Doliars($9,�00.00)(the"Fee°),which shall be paid as described in Exhibit"B" hereta. The Contractor shall issue invoices to the City pursuant to the mutual agreement of the parties and pursuant ta the Fee Schedule set forth in Exhibit 'B"hereto,which invoices shall include a detailed description of that partion(or tnose portions)of the Services provided. The Ciry shall remit payment to the Contractor within 45 days of receiving an acceptable and approved invoice from the Contractor far that portian(or those portions}of the Services satisfactorily rendered(and referred to in the paRicular invoice}. 3. Termination. This Agreement may be terminated by either party,with orwithout cause, by giving written notice to the other party of such termination,which shall become effective upon fourteen(14)days following receipt by the other party of the written termination notice. Notwithstanding the foregoing, in the event of a public health, welfare or safety concern. as determined by the City Manager, in the City Manager's sole discretion, the City Manager, pursuant ta a verbal or written notification to Contractor, may immediately suspend the Services under this Agreement for a time certain, or in the alternative, terminate this Agreement an a given date. In the event of termination pursuant to this sectian, the Contractor shali be paid a sum equal ta all payments due to him/her up to the date of termination;provided Contractor is cantinuing to satisfactorily perform ali Services up to the date Docusign Envelope ID:A8F8672F-86F3-43A9-9604-BOCD174ACF44 Docusign Envelope ID:Q92EBE6E-3615-4AA3-BFF8-49C19950C56B of termination. Thereafter,the City shall be fully discharged from any further fiabilities,duties. and terms arising out of, or by virtue of, this Agreement. 4. Indemnification(Hold Harmless. Contractor agrees to indemnify,defend,and hold harmless the City of Miami Beach and its officers, employees and agents, from and against any and all actions, claims, liabilities, losses and expenses including, but not limited to, attorney's fees, for personal economic or bodily injury, wrongful death, loss of or damage to praperty, at law or in equity,which may arise or be alleged to have arisen fram the negligent acts or omissions or other wrongful conduct of Contractor, and!or any and all subcontractors, employees, agents, or any ather person or entity acting under Contractor's control, in connection with the Contractor's performance of the services pursuant to this Agreement. Contractor shall pay all such claims and losses and shali pay all costs and judgments,which may arise from any lewsuit arising from such claims and losses,and shall pay all costs and attorney's fees expended by the City in 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 Ciry to Contractor for the Contractor's agreement to indemnify and hold the City harmless, as provided herein. Gontractor and the City hereby agree and acknowiedge that this indemnity provision is intended to and shail survive the termination (or earlier expiration)of this Agreement. 5. Limitation of Liabilitv. The City desires to enter into this Agreement only if in so doing the City can place a limit on City's liability for any cause of action for money damages due to an alieged breach by the City of this Agreement,so that its liability for any such breach never exeeeds the sum of the compensation/fee to be paid to Contractor pursuant to this Agreement, less any amounts actuaily paid by the City as of the date of the aileged breach. Contractor hereby expresses his/her willingness to enter into this Agreement with Contractor's recovery from the City for any damage action for breach of contract to be limited to a maximum amount equal to the compensation/fee to be paid to Contractor pursuant to this Agreement, less any amounts actually paid by the City as of the date of the alieged breach. Accordingly,and notwithstanding any other term or condition of this Agreement, Contractor hereby agrees that the City shall not be liable to Gontractor for damages in the amount in excess of the eampensation/fee to be paid to Contractor pursuant to this Agreement, less any amounts actually paid by the City as of the date of the alleged breach, for any action or claim for breach of contract arising out of the performance or non-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 City's liability as set forth in Section 768.28, Florida Statutes. 6. Notices. All notices and communications in writing required or permitted hereunder may be delivered personally to the representatives of the Contractor and the City listed below or may be mailed by U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally recognized overnight delivery service. Page 2 of 17 Docusign Envelope ID:ASF8672F-SBF3-43A9-9B04-BOCD174ACF44 Docusign Envelope ID:Q92EBE6E-3615-4AA3-BFF8-49C19950C56B Until changed by notice in writing, all such notices and communications shall be addressed as follows: CONTRACTOR: Melissa O'Hare 1630 NW 19 St. #711 Miami, FL 33125 (786)487-9032 CITY: Alba Tarre City of Miami Beach �ffice of Housing and Community Services 1700 Convention Center Drive Miami Beach, FL 33139 (305)673-7491 Notice shall be deemed given on the date of an acknowledged receipt, and, in all other cases, on the date of receipt or refusal. 7. Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to principles of conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be Miami-Dade County,Florida, if in state court, and the U.S. District Court, Southern Distnct of �lorida, if in federaf court. BY ENTERING INTO THIS AGREEMENT, CITY ANq CONTRACTOR EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. 8. Dutv of Care/Compliance with Appiicahie LawsiConflict of Interest. With respect to the performance of the Services contempiated herein, Contractor shali exercise that degree of skill, care, efficiency and diligence normally exercised by reasonable persons andlor recognized professionals with respect to the performance of comparable services. in its performance of the Services, Contractor sha{I comply with af{applicable{aws, ordinances, and regulations of the City, Miami-Dade County,the State of Florida,and the federal government. Without limiting the foregoing, Contractor herein agrees to adhere to and be governed by all applicable Miami-Dade County Confiict 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 herein by referenced. as if fully set forth herein. Contractor shall comply with all applicable state and federal laws and City policies and procedures governing the use and/or safe- keeping of confidential, highly sensitive and/or personally identifiable or protected health information (as may be defined by state or federal law), including but not limited to the City's Administrative Order No. IT.01.01 —ArtiPicial inteliigence (AI) Usage, as may be amended from time to time. Contractor covenants that it presently has no interest and shall not acquire any interest,direct or indirectly which should conflict in any manner or degree with the performance of the Services. Contractor further covenants that in the performance of Services under this Agreement, no person Page 3 of 17 Docusign Envelope ID:A8F8672F-86F3-43A9-9B04-BOCD174ACF44 Docusign Envelope ID 092EBE6E-3615-4AA3-BFF�-49C19950C56B having any such interest shall knowingly be employed by the Contractor. Notwithstanding the foregaing,Contractar shall be able to provide similar services to other third parties as long as th�y do not conflict with the Services to be provided hereunder. 9. No Discrimination. in cannection with the performance of the Services, the Contractor shalf not exclude from participation in, deny the benefits af, or s�ubject to discrimination anyane on the grounds of race, color. national origin, sex, age, disability, religion, income or family status. Additionally,Contractor shall comply with City of Miami Beach Human Rights Ordinance,codified in Ghapter 62 of the City Cade,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, and political affiliation. 1Q. Florida Public Records Law. (A) Contractor shall compiy with Florida Public Records law under Chapter 119, Flonda Statutes, as may be amended fram time to time. (B) The term "public records" sha�l 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 fo�m, characteristics,or means af 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 Fiorida Statutes, if the Contractor meets the definition of'`Gontractor" as defined in Section 119.0701(1}(a}, the Contractor shall: {1) Keep and maintain publie 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 confidentiai and exempt from public recards disclosure requirements are nat disclosed,except as authorized by law,for the duration af the contract term and following completion of the Agreement if the Contractor does not transfer the records to the City; (4) Upon compfetian of the Agreement,transfer,at no cost to the City,all public records in possession of the Contractar or keep and maintain public records required by the City to perfarm the service. If the Gontractor transfers a!I public reeords to the City upon completion af the Agreement,the Cantractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclos�re requirements. If the Contractar 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 Gity, upon request from 4he City's custodian of public records, in a format that is compatible Page 4 of 17 Docusign Envelope ID:A8F8B72F-86F3-43A9-9804-BOCD174ACF44 Docusign Envelope ID:092EBE6E-36I5-4AA3-BFFS-49C1995pC566 with the information technology systems of the City. (D) REQUEST F(�R RECQRDS; NONCOMPLIANGE. (1) A request to inspect or copy public records relating to the Citys contract for services must be made directly to the Gity if the City does nat passess the requested recards, the City shall immediately notify the Contractor of the request, and the Gontractor must provide the recards ta the City ar allow the records to be inspected or copied within a reasanable time. (2) Gontractor's failure to comply with the �ity's request for records shall constitute a breach of the Agreement, and the City, at its sole discretion, may: (1} unilaterally terminate the Agreement; (�� ava�l 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 Contractar who faifs ta 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 compei production of public records relating to the City's contract for services, the court shall assess and award against the Contractor the reasonabfe casts of enforcement,including reasonable attorney's fees, if: (a} The court determines that the Contractor unlawfuily refused to compiy with the public records request within a reasonable time; and (b} At least eight (8) business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the Contractor has not complied with the request,to the City and to the Contractor. {2) A notice complies with subparagraph (1)(b} if it is sent to the City's custodian of public records and to the Contractor at the Contractor`s address listed on its contract with the City or to the Cantractor's registered agent. Such notices must be sent by common carrier delivery service or by registered. Glabal 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 pubiic records request within eight(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, OR AS TO THE CONTRACTOR'S DUTY TQ PRC)VIDE PUBUC RECORDS RELATING TO THIS AGREEMENT, GONTACT THE CUSTODIAN OF PUBLIC RECORDS AT; CITY OF MIAMI BEACH ATTENTION: GITY GLERK 17Q0 CONVENTIQN GENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADOCc7MIAMIBEACHFLGOV PHONE: 3Q5-673-7411 11. Ownershiq af Documents/Patents and Copyriqhts. Any and all documents prepared by Contractor pursuant to this Agreement are related exclusively to the Services described herein shafi be deemed to be a"work made for hire",and are intended or represented for ownership by the Gity. Any re-use distribution, ar dissemination of same by Page 5 of 17 Docusign Envelope ID:ASF8B72F-86F3-43A9-9B04-BOCD174ACF44 Docusign Envelope ID 092EBE6E-3615-4AA3-BFF8-49C19950CStiB Contractor, other than to the City, shall 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, are hereby assigned to the Ciry, 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 of the City Manager, which consent, if given at all, shall be at the Manager's sole and absolute discretion. 12. Liabilitv for Rent, Supplies, Equipment, Etc. Contractor shall provide all funds necessary to pay all debts, disbursements, and expenses incurred in connection with its performance of the Services hereunder,and shall not be entitled to any reimbursement from the City unless otherwise agreed to by the City. It will also provide all supplies and equipment necessary to provide such Services. If Contractor uses any of the City's facilities, supplies, or equipment to furnish the Services hereunder, Contractor shall pay the Ciry (or such amount shall be deducted from the Fee set forth in Section 2) an amount as mutually agreed by the parties. 13. Liabilitv for Sub-contractors. Contractor shall be liable for its Services, responsibilities and liabilities under this Agreement and the costs, services, responsibilities and liabilities of any sub-contractors (if any), and any other person or entity acting under the direction or control of Contractor (if any). In this regard, Contractor must fumish the City with all information relating to the sub-contractors which is requested by the Ciry.When the term"Contractor"is used in this Agreement,it shall be deemed to include any sub-contractors(if any)and/or any other person or entity acting under the direction or control of Contractor(if any). All sub-contractors(if any) must be disclosed in writing to the City prior to their engagement by Contractor. 14. Independent ContractorlNo Joint Venture. THIS AGREEMENT SHAL.L NOT CONSTITUTE OR MAKE THE PARTIES A PARTNERSNIP OR JOINT VENTURE. FOR THE PURPOSES OF THIS AGREEMENT,THE CONTRACTOR SHALL BE DEEMED TO BE AN INDEPENDENT CONTRACTOR,AND NOT AN AGENT OR EMPLOYEE OF THE CITY, AND SHALL NOT ATTAIN ANY RIGHTS OR BENEFITS UNDER THE CIVIL SERVICE OR PENSION ORDINANCE OF THE CITY,OR ANY RIGHT GENERALLY AFFORDED CLASSIFIED OR UNCLASSIFIED EMP�OYEES INCLUDING ANNUAL AND SICK DAY ACGRUAL. FURTHER, THE CONTRACTOR SHALL NOT BE DEEMED ENTITLED TO FLORIDA WORKER'S COMPENSATION BENEFITS AS AN EMPLOYEE OF THE CITY OR ACCUMULATION OF SICK OR ANNUAL LEAVE. The Contractor shall be the sole party responsible for any and all employment taxes,unemployment compensation taxes or insurance, social security taxes, or other taxes, insurance payments, or otherwise whether levied by any country or any political subdivision thereof. The Contractor shall not, in any way, be considered to be, or be deemed to be, an employee of the City through the Services performed in this Agreement(e.g., including,but not limited to,for purposes of the Federal Page 6 of 17 Docusign Envelope ID:ASF8B72F-86F3-43A9-9604-BOCD174ACF44 Docusign Envelope ID 092EBE6E-3615-4AA3-BFFS-49C19950CS6B Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, any state revenue and taxation code relating to income tax withholding at the source of income, the Workers' Compensation Insurance Code and other benefit payments and third party liability claims), and the Contractor sha�l indemnify and hold the City harmless from all costs, loss, damages or expenses (including but not limited to taxes, accounting fees, court costs, and attorney's fees at all levels of litigation) in the event of any determination to the contrary by any court of competent jurisdiction orgovernmental authority. The Contractor recognizes and understands that it will receive an Internai Revenue Service Form 1099 statement and related tax statements, and will be required to file corporate andlor individual tax returns and to pay taxes in accordance with all provisions of applicabie Federal and state law. The Contractor hereby promises and agrees to indemnify the City for any damages or expenses, including attomey's fees, and legal expenses, incurred by the City as a result of the Contractor's failure to make such required payments. Except as otherwise expressly provided in the Agreement, the Contractor shall in no way hold itself out as an employee,dependent agent, or other servant of the City, its employees or other agents, or as other than a free agent with respect to the City. The Contractor is not granted,shall not have, and acknowledges the absence of any right or authority to assume or create any obligations or responsibility, express or impiied, on behalf of or in the name of the City or to bind the latter in any matter or thing whatsoever. 15. Intentionallv Omitted. 16. Force Maieure. (A) A"Force Majeure"event is an event that(i)in fact causes a delay in the performance of the Contractor or the City's obligations under the Agreement,and(ii)is beyond the reasonable control of such party unable to perform the obligation, and (iii) is not due to an intentional act, error, omission, or negligence of such party, and (iv)could not have reasonably been foreseen and prepared for by such party at any time prior to the occurrence of the event. Subject to the foregoing criteria, Force Majeure may include events such as war, civil insurrection, riot, fires, epidemics, pandemics, terrorism, sabotage, explosions, embargo restrictions, quarantine restrictions, transportation accidents, strikes, strong hurricanes or tornadoes, earthquakes, or other acts of God which prevent performance. Force Majeure shall not include technological impossibility, inclement weather, or failure to secure any of the required permits pursuant to the Agreement. (B) If the City or Contractor's performance of its contractual obligations is prevented or delayed by an event believed by to be Force Majeure,such party shall immediately,upon leaming of the occurrence of the event or of the commencement of any such delay, but in any case within fifteen (15) business days thereof, provide notice: (i) of the occurrence of event of Force Majeure, (ii}of the nature of the event and the cause thereof, (iii)of the anticipated impact on the Agreement, (iv)of the anticipated period of the delay, and(v)of what course of action such party plans to take in order to mitigate the detrimental effects of the event. The timely delivery of the notice of the occurrence of a Force Majeure event is a condition precedent to allowance of any relief pursuant to this section; however, receipt of such notice shail not constitute acceptance that the event claimed to be a Force Majeure event is in fact Force Majeure,and the burden of proof of the occurrence of a Force Majeure event shall be on the requesting party. Page 7 of 17 Docusign Envelope ID:A8F8672F-86F3-43A9-9B04-BOCD174ACF44 Docusign Envelope Ip:p92EBE6E-3615-4AA3-BFF8-49C19950C568 (C) No party hereto shaii be liabie for its failure to carry out its obligations under the Agreement during a peric�d when such paRy is rendered unabie,in whole ar in paR, by Force Majeure to carry out such obfigations. The suspension of any of the obligations under this Agreement due to a Force Majeure event shall be of no greater scope and no longer duration than is required.The party shall use its reasonable best efforts to continue to perform its obligations hereunder to the extent such obligations are not affected or are oniy partially affected by the Force Majeure event, and to correct or cure the event or condition excusing performance and otherwise to remedy its inability to perfarm to the extent its inability to perform is the direct result of the Force Majeure event with ail reasonable dispatch. (D) Obiigations pursuant to the Agreement that arose before the occurrence of a Force Majeure event, causing the suspension of performance, shali not be excused as a result of such occurrence unless such occurrence makes such performance not reasonably possible. The obligation to pay maney in a timely manner for obligations and liabilities which matured prior to the occurrence of a Force Majeure event shall not be subject to the Force Majeure provisions. (E) Notwithstanding any other provision to the contrary herein, in the event of a Force Majeure occurrence, the City may, at the sole discretion of the City Manager, suspend the Gty's payment abligations under the Agreement, and may take such action without regard to the notice requirements herein. Additionally, in the event that an event of Force Majeure delays a party's performance under the Agreement for a time period greater than thirty(30)days, the City may,at the sale discretion of the City Manager,terminate the Agreement on a given date, by giving written notice to Contractor of such termination. If the Agreement is terminated pursuant to this section, Contractor shall be paid for any Services satisfactorily performed up Eo the date of termination; following which the City shail be discharged from any and all liabilities, duties,and terms arising out of,or by virtue of, this Agreement. In no event wi41 any conditian of Force Majeure extend this Agreement beyond its stated Term. 17. Assiqnment. Contractor shali not assign all or any portion of this Agreement without the prior written consent of the City Manager,and it is agreed that said consent must be sought in writing by Contractor not less than sixty (60)days prior to the date of any proposed assignment. 18. Audit and Inspection Records. Contractor shalf permit the authorized representatives of the City to inspect and audit all data and recards of the Contractor, if any, reiating to performance under this Agreement until the expiration of three years after final payment under this Agreement. Contractor further agrees to include in all his/her subcantraets hereunder a provision to the effect that the sub-cantractor agrees that the City or any of their duly authorized representatives shall, until the expiration of three years after flnal payment ta the sub-contractor, have access to and the right to examine any directly pertinent books, documents, papers and records of such sub- eontractor, involving transactions related to the sub-contractor. Page $ of 17 Docusign Envelope ID:A8F8672F-86F3-43A9-9604-BOCD174ACF44 Docusign Envelope ID:092EBE6E-3fi15-4AA3-BFF8-49C19950C568 19. Inspector General Audit Riqhts. (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 O�ce 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 additior,, the lnspector 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 fimited to project design, bid specifications, (bid/proposal) submittals, activities of the Contractor, its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code. the City is aliocating a percentage of its overall annual contract expenditures to fund the activities and operations of the O�ce of Inspector Generaf. (C) Upon ten(10)days wntten notice to the Contractor,the Contractor shalt make all requested records and documents available to the Inspector Gereral for inspection and copying. The Inspector General is empowered to reta�n the services of independent private sector auditors to audit, investigate, monitor, oversee, inspect and review operations activities, pe�formance 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 successfuf subcontractors and suppliers, all project-related correspondence. memoranda,instructions,financial documents,construction documents,(bid/proposal)and contract documents, back-change documents, al� documents and records which involve cash,trade or voiume discounts,insurance proceeds,rebates,or dividends received.payroll and personnet records and supporting documentation for the aforesaid documents and records. (E1 The Contractor shail make available at its office at ali reasonabie times the records, materials, and other evidence regarding the acquisition(bid preparation)and performance Page 9 of 17 Docusign Envelope ID:A8F8672F-SBF3-43A9-9604-BOCD174ACF44 Docusign Envelope 10:092EBE6E-3615-4AA3-BFF8-49C19950C566 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 ather ciauses of this Agreement. In addition: {1 j 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 (2) The Contractor shali 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 shali apply to the Contractor, its officers, agents, employees, subcontractors and suppliers.The Contractor shall incorporate the provisions in this section in ail subcontracts and ail 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 20. E-Veri (A) To the extent that Contractor provides labor, supplies, or services under this Agreement, Gontractor 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 eligibiliry 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 a�davit stating that the subcontractor does not employ,contract with,or subcontract with an unauthorized alien. Contractor shall maintain a copy of such affidavit for the duration of the subcontract or such other extended period as may be required under this Agreement. (B) TERMINATION RIGHTS. (1) If the City has a gaod faith belief that Contractor has knowingly violated Section 448.09(1), Florida Statutes, 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 20(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 subcontractar shall be an event of default under this Agreement, entitling City to terminate this Agreement for cause. (3) A contract terminated under the foregoing Subsection (B)(1) or (B)(2) is not in breach of contract and may not be considered as such. Page 10 of 17 Docusign Envelope ID:A8F8672F-86F3-43A9-9B04-BOCD174ACF44 Docusign Envefope ID�082EBE6E-3515-4AA3-BFF8-49C19950C56B (4} The City or Contractor or a subcontractor may file an action with the Circuit or Counry Court to chalienge a termination under the foregoing Subsection (Bx1) or (B){2) no later than 20 calendar days after the date on which the contract was terminated. (5) If the City terminates the Agreement with Contractor under the foregoing Subseetion (Bj(1), Contractor may not be awarded a pubiic contract for at least 1 year after the date of termination of this Agreement (6) Contractor is liable far any additianal costs incurred by the City as a resuit of the termination of this Agreement under this Section 20 21. Contractor's Compliance With Anti-Human Traffickinq Laws. Contractor agrees to comply with Section 787.06,Florida Statutes, as may be amended from time to time, and has executed the Certification of Compliance with Anti-Human Trafficking Laws, as required by Section 787.06(13), Fiorida Statutes, a copy of which is attached hereto as Exhibit"C'. 22. Prahibition on Cantractinq with an Individual or Entitv Which Has Perfo�med Senrices for Compensation to a Candidate for Gity Elected Office. Contractor warrants and represents that, within two(2)years prior to the effective date. Contractor has not received compensation for services performed for a candidate for Gity elected office, as contempiated by the prohibitions ancS exceptions of Section 2-379 of the Gity Code. For the avoidance of doubt,the restrictions on contracting with the City pursuant to Section 2-379 of the City Code shall not apply to the following: (a) Any individuai or entity that provides goods to a candidate for office. (b} Any individual or entity that provides seniices to a candidate for o�ce if those same services are regularfy performed by the individual or entity in the ordinary ccaurse af business for clients or customers other than candidates for office.This includes.without limitation,banks, telephone ar internet service providers, printing companies, event venues, restaurants, caterers, transpartation providers, and office suppiy vendors. (c) Any individual or e�tity which performs licensed professional services (including for example, legal or accounting services). 23. Waiver of Breach. A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of sueh provision or modification of this Agreement. A party's waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be co�strued ta be a modification of the terms of this Agreement. 24. Severance. In the event this Agreement or a portion of this Agreement is found by a court of competent jurisdiction to be invalid,the remaining provisions shall continue to be effective unless City elects to terminate this Agreement. 25. Joint Preparatian. The parties hereto acknowledge that they have sought and received whatever competent advice and counsei as was necessary for them to farm a full and comp{ete understanding of all rights and Page 11 of 17 Docusign Envelope ID:ASF8672F-8BF3-43A9-9604-BOCD174ACF44 Docusign Envelope ID 092EBE6E-3615-4AA3-BFFS-49C19950C56B obligations herein and that the preparation of this Agreement has been a joint effort of the parties, the language has been agreed to by parties to express their mutual intent and the resulting document shali not,solely as a matter of judiciaf construction,be construed more severely against one of the parties than the other. 26. Mutual cooperation. Contractor recognizes that the performance of this Agreement is essential to the provision of vital public services and the accomplishment of the stated goals and mission of the City. Therefore,the Contractor shall be responsible to maintain a cooperative and good faith attitude in all relations with the City and shall actively foster a public image of mutual benefit to both parties. The Contractor shall not make any statements or take any actions detrimental to this effort. 27. Entire Aqreement. This writing and any exhibits andibr attachments incorporated (and/or otherwise referenced for incorporation herein)embody the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings,oral or written,with reference to the subject matter hereof that are not merged herein and superseded hereby. [Signature Page to Follow] Page 12 of 17 Docusign Envelope ID:A8F8672F-86F3-43A9-9604-BOCD174ACF44 Oocusign Envelope ID:092EBE6E-3615-4AA3-BFF8-49C19950C56B IN WITNESS WNEREQF,the pa�ties hereto have caused these presents to be executed by the respective officials thereunto duly authorized, this date and year first above written. FOR GITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: __�-------___--- �y - — -- Rafael E. Granado, City Clerk Eric T. Carpen r, P.E., City Manager $�w � `� 2025 Date: _-��;i�B���� � :\P,.,.... �;��� :�� •,���''� FQR GONTRACTOR: MELISSA O'HARE �INCORP�ORATEO; - ,,2;.., t�bs ��',,;9R...aA d'',..••;;�� ,,� CH..26�. WITNESS: ����,,,,,�.•�• Oocuffiqned by: Signed by: _---- ,�alkit, r,�.aY�c �I�Lt,�.iSSa ���'a�Yt, ?i�3iITdCTd7F .....'�'_'_._'_'___"—__'__'_'_ --��=--rc�moaee�ensnar - -- -- Signature Jackie Clark Melissa O'Hare _ _ ------- — - ___ _ _ --------- Print Name Print Name D2t2: 9�11/2025� 10:27 AM EDT Senior Program Coordinator Approved: Appraved as to form & language & for execution. �DocuSigned 6y: __ _I Q�1'a "�'aw�. _ . _-- �j�`�{�`��+ls--- ��0�25 � cessc nasa. Date Departmen��irecfor ���'ity Attorney �:�� fi�" DocuSigned by: C"�aw�t,�a �}e �ft,wav'f ..�....__ _..._ 9 IIABt8EE1493_. ...._. . .._.___,_.... _.._. Office�of anagement and Budget Signed by: �M.av�a Q�i�a�' - DEA62AOKF40D43C�_. .__._—.. ._. __.. Numan Resources Page 13 of 17 Docusign Envelope ID:A8F8B72F-86F3-43A9-9804-BOCD174ACF44 Docusign Envelope ID:092EBE6E-3615-4AA3-BFF8-49C19950C566 Exhibit A Description of Services Contractor shall advise the City of any challenges to Service delivery, including but not limited to language barriers, capacity issues, client concerns, staff concerns, and scheduling challenges, immediately. Cont�:�c`nr�nali provide the following Services to youth enrolled in the City of Mian�i Beach All Stars Pro �rar�i . � . . . School ComplPt on and exec�iti�n of the follo�.ving documents Tutoring Year.204 . Atter�dance form signed by all participants and Sessions instructor Provision of the follow+ng� • Attendance sheet: The instructor must sign in and out for each tutoring session. • Teaching instructor must provide a copy of their certification. • Academic tutoring for students in the areas of math, science, reading, and language arts. Description of activities: A certified teacher will use the knowledge and skills obtained through their educational training to provide tutoring sessions to students. The teacher will have comprehensive knowledge of middle school-level math, science, reading, and language arts. Services must be arovided in accordance with the t/meNne below and response to client needs. Should the Contractor encounter a chal/en_qe in meetrn_q the below stated Service deliverables within fhe required fimeframes, the Confractor mav request an extension. The approval and duration otafl extensions are at the sole discretion of the Citv.tf the Contractor is unab/e to satisfy deliverab/es within the required timeframes, the Citv reserves fhe right to conduct said Services or assipn Services to an alternate vendor at ifs sole discretion. Service Deliverables Services must be delivered as follows: September 8t'', 2025-April 30'^, 2026 Tutoring S�hool Year: 4 times perweek School Year: 1.5 hours per session � • . School Year: 30 Weeks . , • : . ;,:,noot Year. 120 Total sessions Docusign Envelope ID:A8F8B72F-86F3-43A9-9604-BOCD174ACF44 Docusign Envelope ID:092EBE6E-3615-4AA3-BFF8-49C19950C566 %t a scheauled session falls on a no-school day(e.g., a holyday or � � ��structor planning day), services can be rescheduled at the discretion c�f program staff. School Year: 30 weeks • > � • Nautilus Middle School `Schedules are subject to change based on changes to the Miami-Dade County Public School's calendar and All Stars Program cafendar Should any schedule changes occur, the Contractor will be notified. Program staff will make every effort to reschedule any canceled sessions within the programming dates, September 8'h, 2025-April 30"', 2026. Page 15 of 17 Docusign Envelope ID:A8F8B72F-86F3-43A9-9B04-BOCD174ACF44 Qacusign Envelope ID:092EBE6E-3615-4AA3-BFF8-49C19950C568 Exhibit B Fee 4.1 In consideration of the Services to be provided, Consultant shall be compensated on a fixed fee basis, in the amount of Fifty Dollars($50.00)per hour,for a total annual amount not to exceed Nine Thousand Dollars ($9,000.00). 4.2 Contractor shall be compensated for the Services set forth in Section 2 and Exhibit"A"as follows: Provision of a one-and-a-half(1.5)hour session,four(4)times per week for thirty(30)weeks during the school year, at a rate not to exceed Fifty Dollars ($50.00) per hour, for a total cost not to exceed Nine Thousand Dollars ($9,000.00). 1.5 hours x$ 50 x 4 sessions per week x 30 weeks = $9,000.00 4.3 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". Docusign Envelope ID:ASF8672F-8BF3-43A9-9604-BOCD174ACF44 Docusign Envelope ID:092EBE6E3615-4AA3-BFF8-49C19950C568 Exhibit C Human Traffickin�Affidavit In accordance with Section 787.Q6(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 Trafficking". I understand that I am swearing or affirming under oath to the truthfulness of the claims made in this affidavit and that the punishment for knowingly making a false statement includes fines and/or imprisonment. The undersigned is authorized to execute this affidavit on behalf of Contractor. CONTRACTOR: Spned by. MELISSA O'HARE [�S� ���- _1630 NW 19 St.#711, hliami, FL 33125 �P88DB6E56A64n= ������$$� State of �la�.�, County of �^�An,� -�,� The foregoing instrument was acknowledged before me by means of CJ physical presence or B oniine notarization, this t l day of�z„kM�^w- _ ,2025 by MELISSA O'HARE,known to me to be the person described herein,or who produced 'F L ��,__ _ _as identification, and who didldid not take an oath. NOTARY P � � ; nature) �.�.,1 V,�.-� C-,����►I e�_._ _. ���G' ISABEL YIERA GONZALEZ (Print Name) y Notary Public-SWte oI Florld� .� �. Commission X HH�707;d My commission expires: ��� _G�'"' ZJ��7 '•..,��� My Comm,Expires Dec 6,to�� �� Banded throu�h National Notary Assn. Docusign Envelope ID A8F8672F-86F3-43A9-9B04-BOCD174ACF44 Melissa A. O'Hare melissaohare�gmail.com Phone= 786-487-9032 Objective: To contribute to a school tutoring after school program seeking a hard-working Language Arts teacher with excellent communication, organization, and planning skills who is known for exceptional creativity, as well as an ability to inspire students from all backgrounds to become lifelong learners. Education: B.A. in English May 2000 Rutgers University, New Brunswick, NJ Certification Program in English Education Florida International University Mastcrs in Educational Leadership, June 2009 Nova Southeastern University, Davie, FL Certifications: Florida Educator's Certificate- English(Grades 6-12); Educational Leadership (all levels) Experience: English, Journalism and ESOL Tcacher Miami Beach Nautilus Middle School *taught 7 classes of Language Arts and ESOL to grades 6 to 7 from 2019 to present was the faculty chairperson for the school wide Spelling Bee Language Arts Teacher Lincoln Marti Charter Schoo[ *taught 6 classes of Language Arts to grades 6 to 8 for the 2013-2014 school year *taught Journalism and created the school newspaper English and Reading Teacher Miami Arts Charter School *taught 6 classes of English to 7`h grade students for 2010-201 l school year *taught both honors and regular English classcs English & Reading Teacher The Academy ofArts and Minds Charter High School *taught 9`h grade Honors English & Regular English for 2009-2010 school year *taught Intensive Reading to 9`h to 12`h graders in preparation for the FCAT Assistant Principal Intern Riviera Schools *assisted the assistant principal with several aspects of the position *this consisted of a 16 week training/working program in the spring of 2008 English Teacher, 6`h and 7`h grade at Riviera Preparatory School Docusign Envelope ID:A8F8B72F-8BF3-43A9-9B04-BOCD174ACF44 *produced the school newspaper, The Riviera Times *taught two to three classes of English for the school years 2003-2009 *taught an Introduction to Writing, Introduction to Poetry, and Journalism class Reading Teacher, 9`h and 10`h grade at Miami Central Senior High for the school year 2001-2002 *taught five classes of 30 students with intensive concentration on FCAT *focused primarily on reading FCAT practices and test taking skills Reading Specialist, for ages 8 through 18 Little Haiti Housing Association Intel Program Summer 2002 *taught reading at a temporary summer program for disadvantaged children *used data driven assessment to instruct reading skills in children from a lower socio economic background Activities: Step One of National Board Certification passed Book Club Advisor for Miami Beach Nautilus Middle School Faculty Advisor for The Riviera Times, The school newspaper at Riviera Schools *assigned and edited student articles on current school events * managcd the layout of the newspaper using PageMaker software References: Mr. Inza, principal at Miami Beach Nautilus Middle 305-532-3481 Lawrence Cohen, Director of Riviera Schools 305-666-1856 Manuel Alonso, Dircctor of The Academy of Arts and Minds 305-205-2933 Docusign Envelope ID:ASF8672F-86F3-43A9-9B04-BOCD174ACF44 M I AM I B EAC H 3�.�.� . ,4 ,,.-� �:����� �.�.�_�� 2614-1090 ICAforTutor Melissa O'Hare Office of Housing&Community Services Alba Tarre,Dept.Director , p(�„�, j�� David Martinez,Assistant City Manager ` " S� Type 1-Contract,amendment,change order,or task order resulting from a procurement-issued competitive solicitatio . Type 2-Other contract,amendment,change order,or task order not resulting from a procurement-issued competitive solicitation. X 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 S-Other. The City was awarded a renewal grant from The Children's Trust to provide the All Stars youth development program for the community's middle school-aged youth. A certified teacher will use the knowledge and skills obtained through their educational training to provide tutoring sessions to students. The teacher will have comprehensive knowledge of middle school-level math, science, reading, and language arts. 9/8/2025-4/30/2026 9/8/2025-4/30/2026 Grant Funded: X Yes No State Federal ' ; Other 1 $9,00� 143 0320 000312 23-405-542-00-00-00-50226 ' Yes No Z Yes No 3 Yes No q 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: Yes No Resolution No.: CC Agenda Item No.: CC Meeting Date: 2024-33234 If no,explain why CC approval is not required: Legal Form Approved: X Yes No If no,explain below why form approval is not necessary: :;,� Procurement: N/A Grants: Krystal Dobbins ��o[s}al.�obb ws Budget: .e, Information Technology: N/A � Aarti Ramsubhag Q��S� C.��, Budget: Tameka Otto Stewart q^•^°� Fleet&Facilities: N/A [1'aMt,!-a(�Ifo avf Human Resources: Other: Marla Alpizar �Aaavla Ql�i Docusign Envelope ID:A8F8B72F-86F3-43A9-9B04-BOCD174ACF44 `�. ,, '�v 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. • Chief Procurement Officer • Office of Management& Budget Director,plus"department assigned" Budget Analyst • Grants Management Division Director—if the purchase is grant-funded • Controlled purchases— o Facilities and Fleet Director—if the purchase involves a"facilities"or"vehicle"item o Information Technology Director—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. • Chief Procurement Officer • Office of Management&Budget Director,plus"department assigned" Budget Analyst • Human Resouces Senior Risk Officer • Grants Management Division Director—if the purchase is grant-funded • Controlled purchases— o Facilities and Fleet Director—if the purchase involves a"facilities"or"vehicle"item o Information Technology Director—if the purchase involves a technology item Type 3—Independent Contractor Agreements • Human Resources Director • Note: ICAs must include a resume of the individual selected. Type 4—Grant agreements when the City is the recipient • Grants Management Division Director Type 5—Grant agreements when the City is the grantor • As appropriate,depending on grant type Type 6—Tenant agreements • Facilities and Fleet Director Type 7—Inter-governmental agency agreement • Chief Financial Officer Type 8—Other(e.g.,scholarships,utilities,educational initiatives,etc.) • Office of Management&Budget Director,plus"department assigned"Budget Analyst For any other type,contact the Procurement Department for assistance.