PSA between the CMB and Feeding South Florida, Inc. Z025 -- 33qys
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH
AND f�G R � 4 ��j1�
FEEDING SOUTH FLORIDA, INC.
This Professional Services Agreement ("AgreemenY'} is entered into this . day of
, 2025, with an effective date of October 1, 2025 ("Effective Date"),
between the CITY OF MIAMI BEACH, F�ORIDA, a municipal corporation organized and
existing under the laws of the State of Florida. having its principal offices at 1700 Convention
Center Drive, Miami Beach, Florida, 33139 (the "City"), and Feeding South Florida, Inc., a
Florida not-for-profit corporation, whose address is 2501 SW 32 Terrace Pembroke Park,
Florida 33023 ("Contractor')(collectively, the "Parties").
SECTION 1
DEFINITIONS
Agreement: This Agreement between the City and Consultant, including any
exhibits and amendments thereto.
City Manager: The chief administrative officer of the City.
City Manager's
Designee: The City staff member who is designated by the City Manager to
administer this Agreement on behalf of the City. The City Manager's
designee shall be the Office of Housing and Community Services
Department Director.
Consultant: For the purposes of this Agreement, Consultant shall be deemed to be
an independent contractor, and not an agent or employee of the City.
Services: All services, work and actions by the Consultant performed or
undertaken pursuant to the Agreement.
Fee: Amount paid to the Consultant as compensation for Services.
Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center
Drive, Third Floor, Miami Beach, F{orida 33139; telephone number
(305)673-7000, Ext 6435; and fax number(305)673-7023.
SECTION 2
SCOPE OF SERVICES
2.1 in consideration of the Fee to be paid to Consultant by the City, Consultant shall
provide the work and services described in Exhibit"A" hereto (the "Services").
Although Consultant 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 Consuitant; where the Services are performed (although the City will provide Consultant
with the appropriate location !o perform the Services); when the Services are performed.
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including how many days a week the Services are perfonned: how the Seivices are
pe�formed. or any other aspect of the actuai manner and means of accomplishing the
Services provided. Notwithstanding the foregoing. atl Ser�ices provided by the Consultant
shail be performed n accordance with the terms and conditions set forth n Exhibit "A" and to
the reasonable satisfaction of the City N1anager. If there are any questions regarding the
Services to be performed. Consultant should contact the foliowing person:
Alba Ana Tarre. Depaitment Director
Office of Housing and Community Services
1700 Convention Center Drive
Miami Beach. Florida. 33139
2.2 ConsultanYs Services. and any deliverables incident thereto. shall be completed n
accordance with the timeline and/or schedule n Exhibit A hereto.
SECTION 3
TERM
The term of this Agreement ('Term") shali commence upon the Effective Date. and shall
nave a�� initiat term of one year expiring on September 30, 2026 with no renewal options.
Notwithstanding the Term pro�ided herein, Consuitant shall adhere to any specific timelines
schedules. dates, and/or performance milestones for completion and delfvery of the
Services, as same is/are set fo�th n the timeline and/or schedule referenced n Exhibit A
f�ereto.
SECTION 4
FEE
41 h consideration of the Services to be provided. Consuitant shail be compensated on
a fixed fee basis. n the amount of Eighry-Seven Thousand One Hundred Twenry Dollars
(S87.120.00). for a total annual amount not to exceed �87,120.00.
4.2 The Fee �vill be paid after City staff reviews and approves invoice. as provided n
Section 4.4. A portion of the Fee. as quantified n each invoice. will be paid directly to the
Contractor n lump sum on a monthly basis as provided n Exhibit A
4.4 INVOICING
Upon receipt of an acceptable and approved invoice, payment(s) shall be made within forty-
five (45) days for that portion (or those po�tions) of the Services satisfactorily rendered (and
referenced n the particular invoice).
The Contractor agrees to provide the follorving documentation along wdh each invoice for
services rendered:
• Invoice ofmonthiy Fuod�rstribution;
• �l pproxirnately 150 Household lntake Documents per month: and
• Digrtal file summanzing monthly totals offamilres served and grocerres provided.
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In addition to the foregoing, invoices shall include a detailed description of the Services (or
portions thereof) provided, and shall be submitted to the City at the following address:
Alba Ana Tarre, Department Director
Office of Housing and Community Services
1700 Convention Center Drive
Miami Beach, Florida, 33139
SECTION 5
TERMINATION
5.1 TERMINATION FOR CAUSE
If the Consultant shall fail to fulfill in a timely manner, or otherwise violates, any of the
covenants, agreements, or stipulations material to this Agreement, the City, through its City
Manager, shall thereupon have the right to terminate this Agreement for cause. Prior to
exercising its option to terminate for cause, the City sha�l notify the Consultant of its violation
of the particular term(s) of !his Agreement, and shall grant Consuitant ten (10) days to cure
such default. If such default remains uncured after ten (10)days, the City may terminate this
Agreement without further notice to Consultant. Upon termination, the City shall be fully
discharged from any and all liabilities, duties, and terms arising out of, or by virtue of, this
Agreement.
Notwithstanding the above, the Consultant shall not be relieved of liability to the City for
damages sustained by the City for any breach of the Agreement by the Consultant. The City,
at its sole option and discretion, shall be entitled to bring any and all legal/equitable actions
that it deems to be in its best interest in order to enforce the City's rights and remedies
against Consultant. The City shall be entitled to recover all costs of such actions, including
reasonable attorneys' fees.
5.2 TERMINATION FOR CONVENIENCE OF THE CITY
THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS
CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY
TIME DURING THE TERM BY GIVING WRITTEN NOTICE TO CONSULTANT OF
SUCH TERMINATION; WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY(30)
DAYS FOLLOWING RECEIPT BY THE CONSULTANT OF SUCH NOTICE.
ADDITIONALLY, IN THE EVENT OF A PUBLIC HEALTH, WELFARE OR SAFETY
CONCERN, AS DETERMINED BY THE CITY MANAGER, IN THE CITY
MANAGER'S SOLE DISCRETION, THE CITY MANAGER, PURSUANT TO A
VERBAL OR WRITTEN NOTIFICATION TO C�NSULTANT, MAY IMMEDIATELY
SUSPEND THE SERVICES UNDER THIS AGREEMENT FOR A TIME CERTAIN,
OR IN THE ALTERNATIVE, TERMINATE THIS AGREEMENT ON A GIVEN DATE.
IF TNE AGREEMENT IS TERMINATED FOR CONVENIENCE BY THE CITY,
CONSULTANT SHALL BE PAID FOR ANY SERVICES SATISFACTORILY
PERFORMED UP TO THE DATE OF TERMINATION; FOLLOWING WHICH THE
CITY SHALL BE DISCHARGED FROM ANY AND ALL LIABILITIES, DUTIES, AND
TERMS ARISING OUT OF, OR BY VIRTUE OF, THIS AGREEMENT.
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5.3 TERMINATION FOR INSOLVENCY
The City also reserves th� right to terminate the Agreement in the event the Consultant is
placed either in voluntary or involuntary bankruptcy or makes an assignment for the benefit
of creditors. In such event, the right and obligations for the parties shali be the same as
provided for in Section 5.2.
SECTION 6
INDEMNIFICATION AND INSURANCE REQUIREMENTS
6.1 INDEMNIFICATION
Consultant agrees to indemrify, defend and hold harmiess the City of Miami Beach and its
officers, employees, agents, and contractors, from and against any and all actions (whether
at law or in equity), claims, liabilities, losses, and expenses, including, but not limited to,
attorneys' fees and costs, for personal, economic or bodily injury, wrongfut death, loss of or
damage to property, which may arise or be alleged to have arisen from the negligent acts,
errors, omissions or other wrongful conduct of the Consultant, its officers, employees,
agents, contractors, or any other person or entity acting under Consultant's controi or
supervision, in connection with, related to, or as a result of the Consultant's performance of
the Services pursuant to this Agreement. To that extent, the Consultant shall pay ail such
claims and losses and shall pay all such costs and judgments which may issue from eny
lawsuit arising from such claims and losses, and shall pay all costs and attorneys' fees
expended by the City in the defense of such claims and losses, including appeals. The
Consultant expressly understands and agrees that any insurance protection required by this
Agreement or otherwise provided by the Consuitant shall in no way limit the Consultant`s
responsibility to indemnify, keep and save harmiess and defend the City or its officers,
employees, agents and instrumentalities as herein provided.
The parties agree that one percent (1%) of the total compensation to Consultant for
performance of the Services under this Agreement is the specific consideration from the City
to the Consuitant for the ConsultanYs indemnity agreement. The provisions of this Section
6.1 and of this indemnification shali survive termination or expiration of this Agreement.
6.2 INSURANCE REQUIREMENTS
The Consultant shall maintain and carry in full force during the Term, the following insurance:
1. Consultant General Liability, in the amount of$1,000,000;
2. Workers Compensation & Empl�yers Liabi{ity, as required pursuant to Fiorida Statutes;
3. Auto Liability Insurance, in the amount of$1,000,000; and
4. Professional Liability, on a claims made basis, in ±he amount of$1,000,000.
The insurance must be furnished by insurance companies authorized to do business in the
State of Florida. Ail insurance policies must be issued by companies rated no less than "A-"
as to management and not less than "Class VI" as to strength by the latest edition of BesYs
Insurance Guide, published by A.M. Best Company.
Timely renewal certificates will be provided to the City as coverage renews. The insurance
certificates for General Liability shall include the City as an additional insured and shall
contain a waiver of subrogation endorsement. Consultant's insurance shall be primary and
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not contributory for direct claims arising out of the Agreement under the Commercial General
Liability policy. Notwithstanding anything to the contrary in the Agreement, the Professional
Liability coverage shall continue for (3) years following the expiration or termination of the
Agreement.
Originai certificates of insurance must be submitted to the City's Risk Manager for approval
(prior to any work and/or services commencing) and will be kept on file in the Office of the
Risk Manager. The City shall have the right to obtain from the Consultant specimen copies
of the insurance policies in the event that submitted certificates of insurance are inadequate
to ascertain compliance with required coverage.
The Consultant is also solely responsible for obtaining and submitting all insurance
certificates for any sub-consultants.
Compliance with the foregoing requirements shali not relieve the Consultant of the liabi►ities
and obligations under this sectian or under any ather portion of this Agreement.
The Consultant shall not commence any work and or services pursuant to this Agreement
until all insurance required under this section has been obtained and such insurance has
been approved by the City's Risk Manager.
SECTION 7
LITIGATION JURISDICTION/VENUE/JURY TRIAL WAIVER
This Agreement shall be construed in accordance with the laws of the State af Florida. 7his
Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or
conditions herein, exclusive venue for the enforcement of same shall iie in Miami-Dade
County, Florida. By entering into this Agreement, Consultant and the City expressly waive
any rights either party may have ta a trial by jury of any civil litigatian related to or arising out
of this Agreement.
SECTION 8
LIMITATION OF CITY'S LIABILITY
The City desires to enter into this Agreement only if in so doing the City can place a limit on
the City's liability for any cause of action, for money damages due to an alleged breach by
the City of this Agreement, so that its liability for any such breach never exceeds the sum of
$10,000. Consultant hereby expresses its wiilingness to enter into this Agreement with
ConsultanYs recovery from the City for any damage action for breach of contract to be limited
to a maximum amount of$10,000.
Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant
hereby agrees that the City shall not be liable to the Consultant for damages in an amount in
excess of 510,000 far any action or claim for breach of contract arising out of �he
performance or non-performance of any obligations imposed upon the City by this
Agreement.
Nathing contained in this section or elsewhere in this Agreement is in any way intended to be
a waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida
Statutes.
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SECTION 9
DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS/PATENT RIGHTS�
COPYRIGHT• AND CONFIDENTIAL FINDINGS
9.1 QUTY OF CARE
With respect to the performance of the Services contemplated herein, Consultant shall
exercise that degree of skill, care, efficiency and diligence normaily exercised by reasonable
persons and/or recognized professionals with respect to the performance of comparabie
work and/or serrices.
9.2 COMPLIANCE WITH APPLIGABLE LAWS
In its performance of the Services, Consultant shal! comply with all applicable laws,
ordinances, and regulations of the City, Miami-Dade County, the State of Florida, and the
federal government, as applicable.
9.3 PATENT RIGHTS• COPYRIGHT• CONFIDENTIAL FtNDING5
Any work product arising out of this Agreement, as well as all information specifications,
processes, data and findings, are intended to be the property of the City and shall not
othen�vise be made public and/or disseminated by Consultant, without the prior written
consent of the City Manager, excepting any information, records etc. which are required to
be disclosed pursuant to Court Order andior Florida Public Records Law.
All reports, documents, articles, devices, and/or work produced in whole or in part under this
Agreement are intended to be the sole and exclusive property of the City, and shall not be
subject to any application for copyright or patent by or on behalf of the Consuitant or its
employees or sub-consultants, without the prior written consent of the City Manager.
SECTION 10
GENERAL PROVISIONS
10.1 AUOIT AND INSPEGTIONS
Upon reasonable verbal or written notice to Consuitant, and at any time during normal
business hours (i.e. 9AM — 5PM, Monday through Fridays, excluding nationally recognized
holidays), and as often as the City Manager may, in his/her reasonable discretion and
judgment, deem necessary, there shall be made available to the City Manager, andior such
representatives as the City Manager may deem to act on the City's behalf, to audit,
examine, and/ or inspect, any and all other documents and/or records relating to all matters
covered by this Agreement. Consultant shafi maintain any and ail such records at its place
of business at the address set forth in the "Notices° section of this Agreement.
10.2 INSPECTOR GENERAL AUDIT RIGHTS
(A) Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has
established the Office of the lnspector General �vhich may, on a random basis,
perform reviews, audits, inspections and investigations on all City contracts,
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throughout the duration of said contracts. This random audit is separate and distinct
from any other audit performed by or on behalf of the City.
(B} The Office of the Inspector General is authorized to investigate City affairs and
empowered to review past, present and proposed City programs, accounts, records,
contracts and transactions. In addition, the Inspector General has the power to
subpoena witnesses, administer oaths, require the production of witnesses and
moritor City projects and programs. Monitoring of an existing City project or program
may inciude a report concerning whether the project is on time, within budget and in
conformarce with the contract documents and applicable law. The inspector Generai
shall have the power to audit, investigate, monitor, oversee, inspect and review
operations, activities, performance and procurement process including but not limited
to project desigr, bid specifications, (bid/proposal) submittals, activities of the
Consultant, its officers, agents and employees, lobbyists, City staff and elected
officials to ensure compliance with the contract documents and to detect fraud and
corruption. Purs�ant to Section 2-378 of the City Code, the City is allocating a
percentage of its overal{ annual contract expenditures to fund the activities and
operations of the Office of Inspector General.
(C) Upon ten (10) days written notice to the Consultant, the Consultant shall make all
requested records and documents available to the Inspector General for inspection
and copyirg. The Inspector General is empowered to retain the services of
independent private sector auditors to audit, investigate, monitor, oversee, inspect
ar,d review operations activities, perforrnance and procurement process including but
not limited to project design, bid specifications, (bid/proposal) submittals, activities of
the Corsuitant its officers, agents and employees, lobbyists, City staff and elected
officiais 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 ConsultarYs possession, custody or control which in the Inspector
General's sole judgmert, pertain to performance of the contract, inciuding, but rot
limited to original estimate files, change order estimate files, worksheets, proposals
and agreements from and with successful subcontractors and suppiiers, aii project-
related correspondence, memoranda, instructions, finarcial documerts, construction
documents, (bid(proposal) and contract documents, back-change documents, ali
documents and records which involve cash, trade or volume discounts, irsurance
proceeds, rebates, or dividends received, payroll and personnei records and
supporting documentation for the aforesaid documents and records.
(E) The Corsultant shall make availabie at its office at all reasonabie times the records,
materiais, and other evider.ce regarding the acquisition (bid preparatior} and
performance of this Agreement, for examination, audit, or reproduction, unti� three {3)
years after firal oayment under this Agreement or for ar.y lorger period required by
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statute or by other clauses of this Agreement. In addition:
i. If this Agreement is completely or partially terminated, the Consultant shall
make available records relating to the work terminated until three (3) years
after any resulting final termination settlement; and
ii. The Consultant shall make available records relating to appeals or to litigation
or the settlement of claims arising under or relating to this Agreement until
such appeals, litigation, or claims are finally resolved.
(F) The provisions in this section shall apply to the Consultant, its officers, agents,
employees, subcontractors and suppliers. The Consultant shall incorporate the
provisions in this section in all subcontracts and all other agreements executed by the
Consultant in connection with the performance of this Agreement.
(G) Nothing in this section shall impair any independent right to the Gity 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 Consultant or third parties.
10.3 ASSIGNMENT, TRANSFER OR SUBCONSULTING
Consultant shail not subcontract, assign, or transfer all or any portion of any work and/or
service under this Agreement without the prior written consent of the City Manager, which
consent, if given at all, shall be in the Manager's sole judgment and discretion. Neither this
Agreement, nor any term or provision hereof, or right hereunder, shall be assignable uniess
as approved pursuant to this section, and any attempt to make such assignment (unless
approved)shall be void.
10.4 PUBLIC ENTITY CRIMES
Prior to commencement of the Services, the Consultant shall file a State of Florida Form
PUR 7068, Sworn Statement under 5ection 287.133(3)(a) Florida Statute on Public Entity
Crimes with the City's Procurement Division.
10.5 NO DISCRIMINATION
In connection with the performance of the Services, the Consultant shall not exclude from
participation in, deny the benefits of, or subject to discrimination anyone on the grounds of
race, color, national origin, sex, age, disability, religion, income or family sta;us.
Additionally, Consuitant shall comply fully with the City of Miami Beach Human Rights
Ordinance, codified in Chapter 62 of the City Code, as may be amended *rom 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 perceivec race, color, national origin, religion, sex, intersexuality,
gender identity, sexual orientation, marital and familial status. age, disabi{ity, ancestry,
height, weight, hair texture and/or hairstyle, domestic partner status, labor organization
membership, familial situation, or political affiliation.
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10.6 CONF�ICT OF INTEREST
Consultant herein agrees to adhere to and be governed by ail applicable Miami-Dade
County Conflict of interest Ordinances and Ethics provisions, as set forth in the Miami-Dade
County Code. as may be amended from time to time; and by the City of Miami Beach
Charter and Code, as may be amended from ±ime to time; both of which are incorporated
by reference as if fuliy set forth herein.
Consultant covenants that it presently has no interest and shali not acquire any interest,
directly or indirectiy, which could conflict in any manner or degree with the performance of
the Services. Consuitant further covenants that in the performance of this Agreement,
Consultant shall not employ any person having any such interest.
10.7 CONSULTANT'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
(A) Consultant shali comply with Florida Public Records law under Chapter 119, Fiorida
Statutes, as may be amended from time to time.
(,B) The term "public records" shall have the meaning set forth in Section 119.011(12),
which means all documents, papers, letters, maps, books, tapes, photographs, films,
so�nd recordings, data processing software, or other materiai, regardless of the
physical form, characteristics, or means of transmission, made or received pursuant
to law or ordinance or in connection with the transaction of official business of the
City.
(C) Pursuant to Section 119.0701 of the Florida Statutes, if the Consultant meets the
definition of°Contractor" as defined in Section 119.0701(1)(a), the Consultant shall:
(1} Keep and maintain public records required by the City to perform the service;
(2) Upan request from the City's custodian of public records, provide the City with
a copy of the requested records or ailow the records to be inspected or copied
within a reasonable time at a cost thaf does not exceed the cost provided in
Chapter 119, Fiorida Statutes or as otherwise provided by law;
(3) Ensure that public records that are exempt or confidential and exempt from
public records disciosure requirements are not disclosed, except as
authorized by law, for the duration of the contract term and following
completion of the Agreement if the Consultant does not transfer the records to
the City;
;4) Upon completion of the Agreement, transfer, at no cost to the City, ai! public
records in possession of the Consultant or keep a�d maintain public records
required by the City to perform the service. If the Consuitant transfers ali
public records to the Gity upon completion of the Agreement, the Consultant
shail destroy any dupticate public records that are exempt or confidential and
exempt from public records disciosure requirements. If the Consultant keeps
and maintains public records upon completion of the Agreement, the
Consuitant shall meet all applicabfe requirements for retaining public records.
Ail records stored electronically must be provided to the City, upon request
from the City's custodian of public records, in a format that is compatible with
the information technology systems of the City.
(D) REQUEST FOR RECORDS; NONCOMPLIANCE.
(1} A request ta inspect or copy pubiic records relating to the City's contract for
services must be made directly to the City. If the Ciry does not possess the
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requested records, the City shall immediately notify the Consultant of the
request, and the Consultant must provide the records to the City or allow the
records to be inspected or copied within a reasonable time.
(2) Consultant's failure to comply with the City's request for records shall
constitute a breach of this Agreement, and the City, at its sole discretion, may:
(1) unilaterally terminate the Agreement; (2) avail itself of the remedies set
forth under the Agreement; and/or (3) avail itself of any available remedies at
law or in equity.
(3) A Consultant who fails to provide the public records to the City within a
reasonable time may be subject to penalties under s. 119.10.
(E) CIVIL ACTION.
(1) If a civil action is filed against a Consuitant to compel production of public
records relating to the City's contract for services, the court shall assess and
award against the Consultant the reasonable costs of enforcement, including
reasonable attorneys' fees, if:
a. The court determines that the Consultant unlawfully refused to comply
with the public records request within a reasonable time; and
b. At least 8 business days before filing the action, the plaintiff provided
written notice of the public records request, including a statement that the
Consultant has not complied with the request, to the City and to the
Consultant.
(2) A no;ice complies with subparagraph (1)(b) if it is sent to the City's custodian
of public records and to the Consultant at the ConsultanYs address listed on
its contract with the City or to the Consultant s registered agent. Such notices
must be sent by common carrier delivery service or by registered, Global
Express Guaranteed, or certified mail, with postage or shipping paid by the
sender and with evidence of delivery, which may be in an electronic format.
(3) A Consultant who complies with a public records request within 8 business
days after the notice is sent is not liable for the reasonable costs of
enforcement.
�F} IF THE CONSULTANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, OR AS
TO THE CONSULTANT'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: RAFAELGRANADO(c�MIAMIBEACHFL.GOV
PHONE: 305-673-7411
�o
10.8 FORCE MAJEURE
(A} A"Force fviajeure" event is an event that(i) in fact causes a delay in the performance
of the Consultant 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, inciement weather, or failure to secure any of the required
permits pursuant to the Agreement.
(B) If the City or ConsultanYs performance of its contractual obiigations is prevented or
delayed by an event believed by to be Force Majeure, such party shall immediately,
upon learning of the occurrence of the event or of the commencement of any such
delay, but in any case within fifteen (15) business days thereof, provide notice: (i) of
the occurrence of event of Force Niajeure, (ii) of the nature of the event and the cause
thereof, (iii) of the anticipated impact on the Agreement, (iv) of the anticipated period
of the delay, and (v) of what course of action such party plans to take in order to
mitigate the detrimental effects of the event. The timely delivery of the notice of the
occurrence of a Force Majeure event is a condition precedent to allowance of any
relief pursuant to this section; however, receipt of such notice shall not constitute
acceptance that the event claimed to be a Force Majeure event is in fact Force
Majeure, and the burden of proof of the occurrence of a Force Ma�eure event shall be
on the requesting party.
(C) No party hereto shall be liable for its failure to cany out its obligations under the
Agreement during a period when such party is rendered unable, in whole or in part,
by Force Majeure to carry out such obligations. The suspension of any of the
obligations under this Agreement due to a Force Majeure event shall be of no greater
scope and no longer duration than is required. The party shali use its reasonable best
efforts to continue to perform its obligations hereunder to the extent such obligations
are not affected or are only partially affected by the Force fvtajeure event, and to
correct or cure the event or condition excusing performance and otherwise to remedy
its inability to perform to the extent its inability to perform is the direct result of the
Force Majeure event with all reasonable dispatch.
(D) Obligations pursuant to the Agreement that arose before the occurrence of a Force
Majeure event, causing the suspension of performance, shall not be excused as a
result of such occurrence unless such occurrence makes such performance not
reasonably possible. The obligation to pay money in � timely manner for obligations
and liabilities which matured prior to the occurrence of a Force Majeure event shail
not be subject to the Force Majeure provis�ons.
(E) Notwithstanding any other provision to the contrary herein, in the event of a Force
Majeure occurrence, the City may, at the sole discretion of the City Manager,
suspend the City's payment obligations under the Agreement, and may take such
action without regard to the notice requirements herein. Additionaliy, in the event that
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an event of Force Majeure delays a party's performance under the Agreement for a
time period greater than thirty (30) days, the Ciry may, at the sole discretion of the
City Manager, terminate the Agreement on a given date, by giving written notice to
Consultant of such termination. If the Agreement is terminated pursuant to this
section, Consuftant shalt be paid for any Services satisfactorify performed up to the
date of termination; following which the City shall be discharged from any and all
liabilities, duties, and terms arising out of, or by virtue of, this Agreement. In no event
will any condition of Force Majeure extend this Agreement beyond its stated term.
10.9 E-VERIFY
(A) To the extent that Consultant provides labor, supplies, or services under this
Agreement, Consultant 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, Consultant 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, Consultant
shall expressly require any subconsultant performing work or providing services
pursuant to the Agreement to likewise utilize the U.S. Department of Homeland
Security's E-Verify system to verify the employment eligibility of all new employees
hired by the subconsultant. If Consultant enters into a contract with an approved
subconsultant, the subconsultant must provide the Consultant with an affidavit stating
that the subconsultant does not employ, contract with, or subcontract with an
unauthoriied alien Consultant shall maintain a copy of such affidavit for the duration
of this Agreement or such other extended period as may be required under this
Agreement.
(B) TERMINATION RIGHTS.
(1) !f the City has a good faith belief that Consultant has knowingly violated
Section 448.09(1), Florida Statutes, which prohibits any person from
knowingly employing, hiring, recruiting, or referring an alien who is not duly
authorized to work by the immigration laws or the Attorney General of the
United States, the City shall terminate this Agreement with Consultant for
cause, and the City shall thereafter have or owe no further obligation or
Iiability to Consultant.
�2) If the City has a good faith belief that a subconsultant has knowingly violated
the foregoing Subsection 10.9(A), but the Consultant otherwise complied with
such subsection, the City �Nill promptly notify the Consultant and order the
Consuitant to immediately terminate the contract with the subconsultant.
Consultant's failure to terminate a subconsultant 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.
(4) The City or Consultant or a subconsultant may file an action with the Circuit or
County Court to challenge a termination under the foregoing Subsection (B}(1)
or (B)(2} no later than 20 calendar days after the date on which the contract
was terminated.
(5) If the City terminates the Agreement with Consultant under the foregoing
Subsection (B)(1), Consultant may not be awarded a public contract for at
least 1 year after the date of termination of this Agreement.
12
(6) Consultant is liabte for any additional costs incurred by the City as a result of
the termination of this Agreement under this Section 10 9.
10.10 CONSULTANT'S COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS
Consuitant agrees to comply with Section 787.06, Fiorida Statutes, as may be amended from
time to time, and nas executed the Anti-Human Tra�cking Affidavit, containing the
certification of compliance with anti-human trafficking 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
BOYCOTT
Consultant warrants and represents that it is not currently engaged in, and will not engage in,
a boycott, as de�ned in Section 2-375 of the City Code. In accordance with Section 2-
375.'(2){a) of the City Code, Consuitant hereby certifies that Consultant is not currentry
engaged in, and for the duration of the Agreement, �vill not engage in a boycott of Israel.
10.12 PROHIBITION ON CONTRACTING WITH AN INDIVIDUAL OR ENTITY WHICH
HAS PERFORMED SERVICES FOR COMPENSATION TO A CANDIDATE FOR
CITY ELECTED OFFICE
Consultant warrants and represents that, within two (2) years prior to the Effective Date,
Consu{tant has not received compensation for services performed for a candidate for City
elected office, as contemptated by the prohibitions and exceptions of Section 2-379 of the
City Code.
For the avoidance of doubt, the restrictions on contracting with the City pursuant to Section
2-379 of the City Code shall not appiv to the following:
(a) Any individual or entity that provides goods to a candidate for office.
(b} Any individuat or entity that provides services to a candidate for office if those same
services are regularly performed by the individ�at or entity in the ordinary course of
business for clients or customers other than candidates for office. This includes,
without iimitation, banks, telephone or internet service providers, printing
companies, event venues, restaurants, caterers, transportation providers, and office
supply vendors.
{c} Any individuai or entity which performs licensed professional services (including for
example, legal or accounting services).
10.13 PROHIBITION AGAINST CONTRACTING WITH FOREIGN COUNTRIES OF
CONCERN WHEN AN INDIVIDUAL'S PERSONAL IDENTIFYING INFORMATION
MAY BE ACCESSED (NOTE: ONLY INCLUDE IF APPLICABLEI
Consultant nereby agrees to comply with Section 287.138, Fiorida Statutes, as may be
amended from time to time, which states that as of January 1, 2024, a governmental entity
may not accept a bid on, a proposaf for, or a reply to, or enter into, a contract with an entity
which would grant the entity access to an individua!'s personal identifying information (P11),
unless the entity provides the governmental entity �aith an affidavit signed by an officer or
representative of the entity under penafty of perjury attesting that the entity does not meet
any of the criteria in Paragraphs 2(a)-(c)of Section 287.138, Florida Statutes: (a) the entity is
13
owned by a government of a foreign country of concern; (b) the government of a foreign
country of concern has a controlling interest in the entity; or(c) the entity is organized under
the laws of or has its principal place of business in a foreign country of concern (each a
"Prohibited Entity"). A foreign country of concern is defined in Section 287.138 (1)(c), Florida
Statutes, as may be amended from time to time, as the People's Republic of China, the
Russian Federation, the islamic Republic of iran, the Democratic People's Republic of Korea,
the Repubiic of Cuba, the Venezuelan regime of Nicolas Maduro, or the Syrian Arab
Repubiic, including any agency of or any other entity of significant control of such foreign
country of concern. Additionaliy, beginning July 1. 2Q25, a governmental entity may not
extend or renew a contract with a Prohibited Entity. Consultant warrants and represents that
it does not fall within the definition of a Prohibited Entity, and as such, has caused an
authorized representative of Consultant to execute the "Prohibition Against Contracting with
Entities of Foreign Countries of Concern AffidaviY', incorporated herein by reference and
attached hereto as Exhibit "C".
SECTION 11
NOTICES
All notices and communications in writing required or permitted hereunder, shall be
delivered personally to the representatives of the Consultant and the City listed below or
may be mailed by U.S. Certified Maii. return receipt requested, postage prepaid, or by a
nationally recognized overnight delivery service.
Until changed by notice, in writing, all such notices and communications shall be addressed
as foilows:
TO CONSULTANT: Feeding South Florida, Inc.
Attn: Velez, Francisco
2501 SW 32 Terrace
Pembroke Park, FI 33023
Phone: (954)518-1818
TO CITY: City of Miami Beach
Office of Housing and Community Services
Attn: Aiba Ana Tarre, Department Director
1700 Convention Center Drive
Miami Beach, Florida 33139
(305)673-7491
Notice may also be provided to any other address designated by the party to receive notice if
such alternate address is provided via U.S. certified mail, return receipt requested, hand
delivered, or by overnight delivery. in the event an altemate notice address is properiy provided,
notice shall be sent to such altemate address in addition to any other address which notice
would otherwise be sent, �nless other delivery instruction as specifically provided for by the
paRy entitled to notice.
Notice shall be deemed given on the date of an acknowledged receipt, or, �n all other cases, on
the date of receipt or refusal.
14
SECTION 12
MISCELLANEOUS PROVISIONS
12.1 CHANGES AND ADDITIONS
This Agreement cannot be modified or amended without the express written consent of the
parties. No modification, amendment, or alteration of the terms or conditions contained herein
shall be effective unless contained in a written document executed with the same formality
and of equal dignity herewith.
12.2 SEVERABILITY
if any term or provision of this Agreement is held invalid or unenforceable, the remainder of
this Agreement shall not be affected and every other term and provision of this Agreement
shali be valid and be enforced to the fullest extent permitted by law.
12.3 WAIVER OF BREACH
A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of
such provision or modification of this Agreement. A party's waiver of any breach of a
provision of this Agreement shall not be deemed a waiver of any subsequent breach and
shall not be construed to be a modification of the terms of this Agreement.
12.4 JOINT PREPARATION
The parties hereto acknowledge that they have sought and rece�ved whatever competent
advice and counsei as was necessary for them to form a full and complete understanding of
all rights and obligations herein and that the preparation of this Agreement has been a joint
effort of the parties, the language has been agreed to by parties to express their mutual
intent and the resulting document shall not, solely as a matter of judicial construction, be
construed more severely against one of the parties than the other.
12.5 ENTIRETY OF AGREEMENT
The City and Consultant agree that this is the entire agreement between the parties. This
Agreement supersedes all prior negotiations, correspondence, conversations, agreements or
understandings applicable to the matters contained herein, and there are no commitments,
agreements or understandings concerning the subject matter of this Agreement that are not
contained in this document. Title and paragraph headings are for convenient reference and
are not intended to confer any rights or obligations upon the parties to this Agreement.
�REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
15
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their appropriate officials, as of the date first entered above.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST
f
Cy� - 1
By: _�.!
Rafael E. ranado, ity Clerk Eric T. Carpente , City Manager
2025 �;`�"�����'�;',.
�Ci' � 4 :��� y''--
Date: ���,��`
��
�INCORP�ORAiED' ;
'�;�'•, � ��4�s
, y �•. `�<<�i .�C?�^:
�����V..'...^\� �
FOR CONSULTANT: � FEEDING SOUTH FLORIDA, INC.
ATTEST:
. �¢n�.� g � �
Y __
Jessica Benites � Chief of Staff Francisco Velez President and CEO
Print Name and Title Print Name and Title
Date: 10/15/2025
APPROVED AS TO
FORM 8� LANGUAGE
& FOR EXECUTION
' �� �C i z
�City Attomey �.'� Date
16
EXHIBIT "A"
SCOPE OF SERVICES
All Services related to this Agreement being provided to the City's population must be
administered in a safe, public space.
Contractor must �mmediately advise the City of any challenges to service delivery, including
but not limited to language barriers and capacity issues.
'�f1P, �.vl'1,'�C!Gf :9�� "r� 'O 1�^.b!;'�r i�1P, f0��0<<^ili� �B�VICr-S
�l��'��� � . • •
1..��.a-. �,�.,� i� i , '�)c.'� .�rl�:�.'.'ii�.�� >ir , rc,:,� .n,r���, �i 'i �, . i, . � _ �_'I',��
Fooc monthly 1. Intake Document for each fam�ly
Distribution distribution) 2. List of groceries distributed
3. Se/f-Certification (low-income)
Service Deliverables
Services must be delivered as follows:
1. Food distribution events to happen within the City of Miami
Beach.
2. Food to be obtained and/or purchased and organized for
families by Contractor.
3. Volunteers recruited and supervised by Contractor.
4. Contractor will provide the transport of the food to and from
the City.
5. Advertisement of the event via flyers and/or social media.
Food Distributions will take place once a month, every month, for a
= a period of twelve (12)months.
Advertisement should happen on a continuous basis.
� _ : . Throughout the City of Miami Beach. To be determined by the City.
�ontractor �vili be responsible for informing the City of any emergencies, cancelations or
rescheduling necessary with as much advanced notice as possible.
Service Documentation
Services will be deemed as provided when the following documentation is provided within the
noted timeframes:
�. . . . � - .
Intake Document Completed at the time of service (i e. as Within 30 days of the Food
parficipants arrive to get food, they wrll Distribution and should be
complete the rntake document. submitted along with the
Document is to be c�eated/provided by invoice.
Contracto�, final fanguage to be app�oved
by the Ciry. (Submission of intake
17
documents can be
electrornc.)
Families Served Contractor wi!!submit monthly fotals of At the time of invoice.
families served.
Groceries Contractor w;ll also provide a list of At the time of invoiCe.
Provided groceries and approximafe quantity of
each grocery type.
Penalties for Failure to PerForm
If the Contractor fails, to submit required, accurate documentation in the timeframe allotted,
inciuding the absence of notification emaii, the Contractor will forfeit one (1%) percent of the
combined billed total. Documents submitted within the required timeframe and found to be
insufficient are subject to penalties for failure to perform.
'Required, accurate documentation" may refer to:
• Intake Documents
• Families Served
• Groceries Provided
If the Contractor is unable to fulfill the contracted service tevet within the allocated timeframe
for each service component, the City reserves the right to reduce service Ievels/Fee
accordingly across the funded service spectrum and terminate this Agreement at its
discretion.
If the Contractor is �nable to fulfill the contracted service level and the City subsequently
reduces service and funding levels, the City reserves the right to select another vendor to
fulfill the remaining service units. The City will select the alternate vendor at its sole
discretion.
Employee/Contractor File Review
The following documentation must be included in the employee/contractor file for those
employees�contractors providing services under this Agreement:
• National FBI Background Criminal Screening (Level 2)or 'Affidavit for Level 2
Background Screenings" (to be provided by the City upon request)
• Confidentiality Agreement Re: Intake Document
• Monthly Totals of Families Served
• Receipts of any groceries purchased for this program.
The City reserves the right to inspect employeeicontractor files with due notice to ensure
adherence to contractual expectations.
Reporting Requirements
Contractor will provide the City with an invoice each month following a Food Distribution, no
later than the 10'" day of each month.
18
Additional Documentation
Contractor, as applicable, shall keep on file copies of its policies including but not limited to
confidentiality, incident reporting, sexual harassment, non-discrimination, equal opportunity
and/or affirmative action, Americans with Disabilities Act, and drug-free workplace.
The Following documentation must be submitted witn this executed Agreement:
• All required insurance certificates
• Copy of required business licenses and permits
• list of all members of Contractor's Board of Directors, if applicable
• Contractor's Board of Directors by-laws, if applicable
• Conflict of Interest policy
• Agency 990 Form
• Agency W-9 Form.
19
EXHI�IT �`S"
�IdTI-�i�JIV1A� iRAF�ICKi�f� AFFID�4Vif
in accordance �rvith Section 787.06 �13), Florida Statutes, the undersigned, on behalf of
Consultant hereby atfests under penalty of perjury that Consultant 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 mad2 in
this affidavi± and that the punishment for kno�vingly making a ralse statement includes fines
andior imprisonment.
The undersigned is authorized to execute this affidavit on behalf of Consultant.
COiVSULTANT:
Feeding South Florida, Inc., a Florida not-for-profit corporation.
Francisco Velez 2501 SW 32 Terrace,Pembroke Park.FL 33023
Name,'Title: President and CEO (Addr2ss)
State of Florida
County of Broward
The foregoing instrument was acknowledged before me by means of C�'physical presence or ❑
online notarization, this ���n day or ��h��►� , 2025 oy
Francisco Velez , as President and CEO , of Feeding South
Florida, Inc., a Florida not-for-profit corporation, known �o me to oe the person described herein,
or who produced Drivers License as identirication, and who did/did not
take an oath.
NQTARY P L � ,,����,, ' IVONNE RODRIGUEZ
;�o`'rr��e��;Notary Public•State of Fiorida
�~—� _ = Commission N HH 448396
's=� n,�; My Commission Expires
(Signaturei "'��°�„���' January 22, 2028
��--vt���� �cds �c u�
(Print Nainel
My�ommission expires: �GrILIGr(.y� 2Z� ZuZg
_o
EXHIBIT"C'
PRONIBlT10l� ,4GAl�lST CO�ITRA�TI�1G YVITN FORElG�! COUiVTR1ES OF COPJCFR�!
AFFIDAVIT
In accordance �vith Section 28i 138, Florida Statutes, incorporated herein by referenc2, the
undersigned, on benalf of Consultant, hereby attests under penalty of perjury that Consultant
does not meet any o`the following criteria in Paragraphs 2(a)-(c) of Section 287.138, Florida Statutes:
(a)Consuitant is owned by a government of a foreign country of concern; (b) the government of a foreign
country or conc2rn has a controlling interest in Consultant; or(c) Consultant is organized under the laws
of or has its principal place of business in a foreign country of concern.
I understand that I am swearing or affirming under oath, under penalties of perjury, to the
truthfulness of the claims made in this affidavit and that the punishment for knowingfy making a
false statement indudes fines and/or imprisonment.
The undersigned is authorized to execute this affidavit on behalf of Consultant.
COiVSULTAtVT:
Feeding South Florida, Inc., a Fiorida not-for-profif corporation.
Francisco Velez 2501 SW 32 Terrace, Pembroke Park, FL 33023
Name/Title: Presider�t and CEO (Address)
State of Florida
County of Broward
The foregoing instrument was ackno�vledged before me by means of�physical presence or ❑
online rotarization, this �5�'� day of �'-��`�^�1� 2025 by
Francisco Velez , as President and CEO , of Feeding South
Florida, Inc., a Florida no't-for-profit corporation, known to me to be the person described herein,
or who produced Drivers License __ as identification, and who did/did not
take an oath.
NOTA�BLIC: _
,�"""��. IVONNE RODRIGUEZ
n�� ��npv�pe�.
?=o ��;Notary Public•State of Florida
----- ,���, Commission# HH 448396
(Signaturej o M1�-��` My Commiesion Expiros
,����,• January 22, 2028
Z.VG'�`1 fl C _ �CC,f I C��
(Print Namej J
�ty commission expiras: .�n n�C�y Z? ��'��
21
MIAMI BEACH ��� rt f �
�, �, �'-., � ,-. .�� .*; ,, . ,,
�
� ��� =f� �- - -<-- k �,-�..:�•. ,
�.. -- - � �.:'�%�.�._�''`�,s€a�`�"...—..�,.'�.;� �,�"y`P�i..���s '�,�' `,�¢ s'rS��,i�,t: ,�'�.���g f�,.„�, �,- �v
�'''� �L� �. �=, . ,,� �
Professional Services Agreement Between the City of Miami Beach and Feeding South
'_ ' Florida,Inc.
azia::,-� s;K����:,.�.''`�'>_.�.
.. . .,�... - .
,� � .. .: .�......� .,.,:.-,.,1.1. . :. :. ... ..
__.._._ .._._.e. r .. .,__. .
Feeding South Florida Office of Housing and Community Se i es
-.-T---s---�;�- --r- _ - -- ----_ ---_ --- ---
,:, , -.,��-;�" y^— --
L,_•..�_ . c.�W�_..:___ ... ��.._ y � � .� )v �� . .�� � / , X �.•.-.
_��_ ��..r�:,�___ � �- -- --- �
Alba Tarr ' David Martinez �� ' ' � �
- . _._ _ _ _ 0 S !
r, _;,�,��; . ,.• ,� ,� . w .., --- — -� �
� Type 1-Contract,amendment,change order,or task order resulting from a procurement issued compefitive solicitation.
� Type 2-Other contract,amendment,change order,or task order not resulting from a procurement-issue competitive solicitation.
�, Type 3-Independent Contractor Agreement(ICA) Type 6-Tenant Agreement j
� Type 4-Grant agreements with the City as the recipient ' �Type 7-Inter-governmental agency agreement
I x ' Type 5-Grant agreements with the City as the grantor II Type 8-Other: _ �
' The purpose of this contract with Feeding South Florida(FSF)is to provide monthly food distributions to up to 150 families in '
need on Miami Beach.The first distribution is tentatively scheduled for October 16, 2025, at 9:00 a.m.The contract is for a
total of$87,120 for the length of one year,which requires twelve(12)monthly food distribution events.The funding allocation
for this grant is currently listed as a recurring line item in the Department's operational budget and was allocated to Feeding
South Florida as a recurring grant.The vendor has provided this service to the community since the pandemic.
�.'�.,.�.� #
One Year N/A i
_�,_ - _. ._.`_��
a--- - � �. _ _ _
Grant Funded: Yes x No State ' ' Federal Other:
— ------_ _ --- -
; -
.
.. _ > :
� . .
-— ----- — — -----
, -------
�;$�- ` " --—.
- - -- _ _
___.___
- _ --- - -
1 $87 120 011-0320 000349-23-405-542-00-00 00 Yes x No
_ _--- - ---- —__ .
� Yes No
' 3 ' Yes-TNo
4 Yes No
5 Yes �No
- ----- - _-- - -- --- --- _—__ __ - - --__ _ - -- -- - ---- — _-_ -- .
1. For contracts longer than five years, contact the Procurement Department. 2. Attach any supporting explanation needed.
3. Budget approval indicates approval for the current fiscal year only.Future years are subject to City Commission approval of
the annual adopted operating budget.
�
City Commission Approved: x , Yes I No Resolution No.: CC Agenda Item No.: CC Meeting Date:
- �
' ' 2025-33945 R78 09/30/2025
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:
, • ,, �.. . .
_---.___:s.
� Procurement: ' Grants: , !
Krystal Dobbins '� i
---_ _____ _ _-. _ __ _ __ - -—- ----
Budget: Information Technology: ;
Tameka Otto Stewart
- ---- -- -- _ ___ --- --__ _._
Risk Management: Fleet&Facilities:
_-- --- ___ — _ __ __ _ - - —- ____-------- --
Human Resources: Other: