Loading...
PSA between the CMB and Institute of Queer Ecology, LLC for Artistic Services for No Vacancy 2025 Docusign Envelope ID:EC5C9615-3560-479E-BA96-48D85AF26E10 2025 - 33945 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND INSTITUTE OF QUEER ECOLOGY, LLC F�R . ..,,� ARTISTIC SERVICES FOR NO VACANCY 2025 " ' ' This Professional Servioes Agreement ("Agreement") is entered into this 16 t� day of Qc.�B.F� . 2025 ("Effective Date"), betwee� the CITY OF MIAMI BEACH, FLORIDA, a municipal corporaGon organized and existing under the laws of the State of Florida, having its principai offices at 1700 Co�ventio� Center Drive, Miami Beach, Florida, 33139(the'City'), and INSTITUTE OF�UEER EC�LOGY�LLC("Consultant'),a Florida limited liability company whose address is 9380 SW 125th Tert�ace, Miami, FL 33176. SECTION 1 DEFINITIONS Agreemerrt: This Agreement between the Cfty and Consultant, including arry 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 Tourism and Culture Department Dir�ector. 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, Florida 33139; telephone number(305) 673-7000, Ext. 6435; and fax number(305)673-7023. 1 � _ Docusign Envelope ID:EC5C9615-3560-479E-BA96-48D85AF26E10 BECTION 2 SGOPE OF SERVI�ES 2.1 In oonsideration of the Fee to be paid to Consultant by the City, Consultant shall provide the work and servioes described in Exhibit"A"hereto(the'Services"). Although Consultant may receive a schedule of the available hours to provide its Servioes, the City shall not control nor have the right to control the hours of the Services performed by the Consultant;whe�e the Services are performed(although the City will pravide Consultant with the appropriate location to perform the Services); when the Services are performed, including how many days a week the Senrices are performed; how the Services are performed, or any other aspect of the actual manner and means of acxamplishing the Services provided. Notwithstanding the fcxegoing, all Services provided by the Consultant shall be performed in accordance with the terms and conditions set forth in Exhibit"A"and to the reasonable satisfadion of the City Manager. If there are any questions regarding the Services to be pe�formed, Consultant should contact the folbwing person: Danielle Bender Cultural Affairs Manager 1755 Meridian Avenue, 5th Floor Miami Beach, F�33139 DanielleBender@miamibeachfl.gov ar(305)673-7577 x26256 2.2 ConsultanYs Services, and any deliverables incident thereto, shall be completed in accordanoe with the timeline and/or schedule in Exhlbtt A hereto. SECTION 3 TERM The tenn af this Agreement ("Term"} shall commence upon execution of this Agreement by all parties hereto(the Effective Date set forth on p. 1 hereo�and shall have a term of 90 days. Notwithstanding the Term provided herein, Cons�ltant shall adhere to any spec�c timelines, sd�edules, dates, and/or perfortnance milestones for completion and delivery of the Services,as same is/are set forth in the timeline and/or schedule referenced in Exhibit A hereto. SECTION 4 FEE 4.1 In consideration of the Services to be provided pursuant ta this Agreement, Consultant shall be campensated by�e City on a fixed fee basis, in the amount of USD 10.0OO.OQ,for a total annual amount not to exceed USD 10.OQQ.00,as more particularly described in Exhibit B attached hereto and incorparated herein. 4.2 NO REIMBURSABLES WILL BE AUTHORIZED UNDER THIS AGREEMENT. THE AGREEMENT IS EXECUTED ON A FIXED FEE BASIS OF USD 10�000.00 AND SNALL BE PAYABLE WITHIN 45 DAYS OF THE CITY RECEIVING AN ACCEPTABLE AND APPROVED INVt310E FROM THE GONSULTANT. 4.3 INVOICING_ 2 Docusign Envelope ID: EC5C9615-3560-479E-BA96-48D85AF26E10 Upon receipt of an acceptable and approved lnvolce, payment(s)shall be made within 45days for that portion (or those portions) of the Services satisfactorily rendered (and referenced in the invoice)- Invoices shall include a detailed descriptfon of the Services (or portions thereof� provided, and shall ba submitted to the City at the following eddress: Danielle Bender Cultural Affairs Manager 1755 Meridian Avenue, 5th Floor Miami Beach, FL 33139 DanielleBender@miamibeachfl.gov 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 mate�ial to this Agreement, the City, through its City Manager, shall � thereupan have the right to terminate this Agreement for cause. Prior to exercising its opbon to i tertninate for cause, the Gty shall notify the Consultant of its violation of the particular term(s)of � this Agreement and shall grant Consultant ten (10) days to cure such default. If such default remains uncured aRer 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 liabilifies, duties, and terms arising out of, or by virtue of, this Agreement. Notwithstanding the above, the Consultant shall not be relisved of liability to the City for damages sustained by the City for any breach of the Agreement by the Consultant. The City, at its so{e option and discretion, shall be entiUed to bring any and all IegaUequitable actans that it deems to be in its best interest in order to enforce the Citys rights and remedies against Consuftant. The City shall be entitled to recover all costs of such actions, including reasonable attomeys'fees. 5.2 TERMINATlON 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 CONSUITANT 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 ClTY MANAGER'S SOLE DISCRETION, THE CITY MANAGER. PURSUANT TO A VERBAL OR WRITTEN NOTIFICATION TO CONSU�TANT, MAY IMMEDIATELY SUSPEND THE SERVICES UNDER THIS AGREEMENT FOR A TIME CERTAIN, OR IN THE ALTERNATIVE� TERMlNATE THIS AGREEMENT ON A GIVEN DATE. IF THE AGREEMENT IS TERMINATED FOR CONVENIENCE BY THE CITY, CONSULTANT SHALL BE PAID FOR ANY SERVICES SATISFACTORlLY PERFORMED UP TO THE DATE OF TERMINATION; FOLLOWING WHICH THE CITY SHALL BE OISCHARGED FROM 3 Docusign Envelope ID:EC5C9B15-3560-479E-BA96-48D85AF26E10 ANY AND ALL IIABiLITIES,DUTIES,AND TERMS ARISING OUT OF,OR BY ViRTUE OF,THIS AGREEMENT. 5.3 TERMINATION FOR INSOLVENCY The City also reserves the right to terminate the Agreement in the event the Consultant is placed eithe�in voluntary or involuntary bankniptcy or makes an assignment for the benefit of ueditoirs. In such event, the right and obligations for the pa�ties shall be the same as provided for in Section 5.2. SECTION 6 INDEMNIFICATION AND INSURANCE REQUIREMENTS 6.1 INDEMNIFICATION Consultant agrees ta indemnify, defend and hold harmtess the City of Miami Beach and its officers, empfoyees, agents, and contractors, from and against any and all actions (whether at law o�in equity), claims, liabilities, losses, and expenses, including, but not limited to, attomeys' fees and c�sts, for personal, economic o� bodily injury, wrongful death, loss of or damage to property,which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other wrongful oonduct of the Consultant, its officers, employees, agents, contractors, cx any other person or entity acting under ConsultanYs control or supervision, in connection with,related to, or as a result of the ConsultanYs performance of the Services pursuant to this Agreement. To that extent, the Consuttant shall pay all such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses, and shall pay all costs and attomeys' fees expended by the Ciry in the defense of such claims and losses, including appeals. The Consultant expressly understands and agrees that any insurance protedion required by this Agreement or otherwise provided by the Consuitant shall in no way limit the ConsultanYs responsibi{ity ta indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The parties agnee that ane percent(1%)of the tatal compensation to Consultant for perFormance of the Services under this Agreement is the spec�c cansideration from the Cit�r to the Consultant for the GonsultanYs indemnity agreement. The provisions of this Section 6.1 and of this indemnification shall survive termination or earlier expiration of this Agreement. 6.2 INSURANCE REQUiREMENTS Gonsultant shall provide proof of insuranve coverage upon written roquest from the City, provided such request is made prior to the installation date. Any insurance for which proof is �equesied must be in types and amounts reasonably sufficient to cover ConsultanYs(or any subcontractor's) exposure under this Agreement. If requested, the insurance must name the City as an additional insured and be pnmary and non- contributory Ga any insurance maintained by the City (excluding workers' com�nsation and professional liability). Policies must be issued by insurers authorized to do business in the State of Florida and reasonably acceptable to the City. The Consultant 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 counfry or any political subdivision thereof. The 4 Docusign Envelope ID:EC5C9B15-3560-479E-BA96-48D85AF26E10 Consultant shail not, in any way, be cansidered to be, or be deemed to be, an empbyee of the City through the Services perfoRned in this Agreement (e.g., inGuding, but not limited to, for purposes of the Federai Insurance Contribution Act, the Soaal Security Act, the Federal Unempbyment Tax Act, the provisions of the Intemal Revenue Code, any state revenue and taxation oode relaUng to income tax withholding at the source of income, the Wortcers' Compensation Insurance Code and other beneflt payments and third party liability ctaims), and the Consultant shall indemnify and hold the City hartnless from all costs, loss, damages or expenses(including but not limited to taxes, accounting fees, caurt costs, and attomey's fees at all levels of litigation) in the event of any determination to the contrary by any court af competent jurisdiction or govemmental authority. The Consultant rec�ognizes and understands that it will receive an Intemal Reve�ue Service Form 1099 statement and related tax statements and will be required to file corporate and/o� individual tax retums and to pay taxes in accordance with all provisions of applicable Federal and state law. The Consultant hereby promises and agrees to indemnify the City for arty damages o�expenses, including attomeys fees, and legal expenses, incurred by the City as a result of the Consultant's failure to make such�equi�ed payments. F�ccept as otheruvise expressly provided in the Agreement, the Consultant shall in no way hold itself out as an emp►oyee, dependent age�t, or ather servant of the City, its employees or other agents,or as othe�than a free agent with�espect to the City. The Consultant is not granted, shall not have, and acknowledges the absence of any right o� authority to assume or create any obligations ar responsibility, express or implied, on behalf of or in the name of the City or to bind the latter in any matter or thing whatsoever. SECTION T �.ITIGATION JURISOICTIONNENUE/JURY TR1AL WAIVER This AgreemeM shall be construed i� accordance with the laws of the State of Florida. This Ag�eeme�nt shall be enfo�ceable in Miami-Dade County, Florida, and if legal action is neoessary by eitfier party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade County, Fbnda. By entering into this Agreement, Gonsultant and the City expressly waive any rights either party may have to a trial by jury of any avil li6gation related to or arising out of this Agreement. SECTION 8 LIMITATION OF CITY'3 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,OOQ. Consultant hereby expresses its willingness to ente� into this Ag�eement with Consultant's recovery from the City for any damage ac6on for breacfi of contract to be limited to a maximum amount of a10,000- 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$10,000 for any action or claim for breach of contract arising out of the performance or non-perfom�ance of any obligations imposed upon the Ciry by this Agreement. � Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon the City's liabiliry, as set forth in Section 768.28, Flonda Statutes. 5 Docusign Envelope ID:EC5C9615-3560-479E-BA96-48D85AF26E10 • SECTION 9 DUTY OF CARE/COMPLIANCE WtTH APPLICABLE LAWS/PATENT RIGHTS•COPYRIGHT• AND CONFIDENTIAL FINDfNCS I 9.1 DUTY OF CARE With r�espect to the performance of the Services contemplated herein, Consuftant shall exerase that degree of skiil, car�e, efficiency and diligence normally exercised by reasonabie persor�s and/or r�ecagnized professionals with respect to the performance of comparabie work and/or services. 9.2 COMPLIANCE WITH APPLICABLE LAWS In its performance of the Services, Consultant shall comply with all applicable laws, ordinances, and regulations of the City, Miami-Dade Gounty,the State of Florida,and the federal govemment, as applicable. 9.3 PATENT RIGHTS: COPYRIGHT: CONFIDENTIAL FINDINGS Any work product arising out of this Agreement, including the artwork presented by the Consultant,shall remain the sole and exclusive property of the Consultan� The Consultant shall �tain all rights, title, and interest in and to the copyright of the artwork and any other intellectual property rneated in connection with this Agreement. The City is hereby granted a perpetual, non-exclusive, non-transferabls, royalty-free license to use, dispiay, and reproduce any photographs taken of Consultant's artwork for the purpose of exhibi6ng the artwork at the lacation described in Exhibit A; for the promotion, marketing, and documentation of No Vacancy 2025; and for the promotion of future No Vacancy programs. Any additional use of the Consultant's artwork by the Ciry, including �eproduction, distribution, or licensing for purposes outside the scope of this Agreement, must be approved in writing by the Consultant_ SECTi�N 10 GENERAL PROVfSIONS 10.1 AUDIT AND INSPECTIONS Upon reasonable verbal or written notice to Consultant,and at any time during normal business hours(i.e. 9AM—SPM, Monday through Fridays, excluding nationally recognized holidays),and as often as the City Manager may, in his/her reasonable discretion and judgment, deem necessary, fhere shall be made availabie to the City Manager, and/or such repr�esentatives as the City Manager may deem to act on the City's behatf, to audit, examine, and/or inspect, any and all ather documents and/or records relating to all matters covered by this Agreement. Consultant shall maintain any and all such records at its place of business at the address set forth in the"Notices" section of this Agreement. 10.2 INSRECTOR GENERAL AUDIT RIGHTS (A) Pursuant to Section 2-256 of the Code of the City of Miami Beach,the City has establ(shed the Office of the Inspector General which may,on a random basis,perfoRn reviews,audits, inspections and invesGgations on all City contracts, throughout the duration of said 6 Docusign Envelope ID:EC5C9B15-3560-479E-BA96-48D85AF26E10 contracts. This random audit is separate and distinct from any othe�audit performed by or on behalf of the Ciry. (8) The Office of the Inspector General is authorized to investigate City affairs and empowered to review past, present, anii proposed City programs, accounts, records, contracts and bansactions. In addition,the Inspector General has the power to subpoena witnesses,administer oaths, require the productian of witnesses and monitor City projects and programs. Monitwing of an existing City project ar program may include a repoR conceming whether tfie projed 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,insped and review operations,activities,perfarmance and procurement process including but not limited to project design, bid specifications, (bid/pmposal)submittals, activities of the Consultant, its o�cers, agents and employess, I�byists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. Pursuant to Section 2-378 af the City Ccxie, the City is allocating a percentage of its overall annual contract expenditures to fund the activities and operations of the Office of Inspector General. (C) Upon ten (10j days written notice to the Consultant, the Consultant shall make all requested rec;onis and documents available to the Inspector General for inspection and copying. The Inspector General is empowered to retain the services of independent private sector auditors to audit, investigate, monitor, oversee, inspect and review operations acti�ties, perFoRnance and procurement process induding but not limited to project design, bid specifications, (bid/proposal)submittals, activities of the Consulta�t its officers, age�s and employees, lobbyists, City staff and elected officials to ensure campliance with the contract documents ar�!to detect fraud and corruption. (D) The Inspector General shall have the right to inspect and copy all documents and records in the ConsuitanYs possession, custody or control which in the Inspecto� General's sole judgmerrt, pertain ta perfannance of the contract, including, but not limited to original estimate flfes, change onder estimate files, worksheets, proposals and agreements from and with sucaessful suboontradors and suppliers, all project-�elated correspo�denoe. memoranda, instrudions, financial documents, oonstruction documents, (bid/proposal) and coMract documents, back•change documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends reoeived, payroll a�d personnel records and supporti�g dxumentation for the aforesaid doa�ments and records. (E) The Consultant shatl make available at its o�ce at all reasonable times the records, materials,and other evidence regarding the acquisition(bid preparation)and performance of this Agreement, for examination, audit, or reproduction, untit three (3)years after final payment under this Agreement or for any longer period required by statute or by other clauses of this Agreement. In addition: 7 � Docusign Envelope ID:EC5C9B15-3560-479E-BA96-48D85AF26E10 i• if this Agreement is completely or partially terminated, the Consultant shall make available reconis relating to the wo�4c terminated until three (3) years after arry resuiting final tertninatian settlement;and ii. The Consultant shall make avaflable�ecords nela#ing 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,empbyees. subcontractors and suppliers. The Consultant shall incorporate fhe provisions in this section in ali subc:ontracts and all other agreements executed by the Consuttant in connection with the performance of this Agreement. (G) Nothing in �is section shall impair any independenf righi to the City to conduct audits or investigative adivities. The provisions of this section are neither intended no�shall they be constn�ed to impose any liability on the City by the Consultarrt or third parties. 10.3 ASSIGNMENT�TRANSFER OR SUBCONSULTING Consuttant shall not suboontract,assign, or transfer all or any portion of any work andlor service under this Agreement without the prior written consent of the City Manager, which consent, if given at all,shall be in the Manager's sole judgment and discretion. Neither this Agreement, nor any term or provision hereof, or right hereunder, shall be assignable unless as approved pursuant to this section, and any attempt to make such assignment(unless approved) shall be void. 10.4 PUBLIC ENTITY CRIMES Prior fo commer�oement of the Services, the Consultant shaU file a State of Florida Form PUR 7068, Swom Statement under Section 287.133{3)(a)Florida Statute on Public Entity Crimes with the Citys Prowrement Divisian. 10.5 NO DISCRIMINATION tn connection with the performanoe of the Services, the Consufbnt shaN nat exdude from Rarticipation in, deny the benefits of, or subject to discrimination anyone on the grounds of race, color, national origin, sex, age, disability, religion, income or family status. Additionally, Consultant shall oomply fully with the City of Miami Beach Human Rights Ordinance, codified in Chapter 62 of the City Code, as may be amended irom time tp time, prohibiting discrimination in employmerrt (induding independent oontractors), housing, public axommodations, public services,and in connection with its membership or policies because of actual or perceived race, color, national ongirt, religion, sex, intersexuality, gender identity, sexual orientation, ma►ital and familfal status, age, disability, ancestry, height, weight, hair texture and/or hairstyle, domestic partner status, labor organization membership, familiat situ�ation, ar pol'�ical affiliation. 10.6 CONFUCT OF INTEREST Consultant herain agrees to adhere to and be governed by all applicabie Miami-Dade County Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami-Dade County 8 Docusign Envelope ID:EC5C9B15-3560-479E-BA96-48D85AF26E10 Code,as may be amended from time to time; and by the City of Miami Beach Cha�ter and Code, as may be amended from time to 6me; both of which are inoorporated by referenoe as if fully set forth herein. Consultant covenants tha;f it presently has no interest and shall not acquire any interest, directly or indirectly,which cauld conflict in any manner or degree with the performance of the Services. Consuttant fu�th�r covenants that in the pe�formance of this Agreement, Consultant shall not employ any person having any such interest. 10.7 CONSULTANT'S CQMPLIANCE WITH FLOWDA PUBLIC RECORDS LAW (A) Consultant shall comply with Florida Public Records law under Chapter 119, Flonda Statutes, as may be amended from time to time. (Bj The term 'public recards" shaA have the meaning set forth in Section 119.011(12),which means all documents, pape�s, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business of the City. (C� Pursuant to Section 119.0701 of the Florida Statutes,if the Consultant meets the definition of`Contractor"as defined in Section 119.0701(1Ka),the Consultant shall: (1) Keep and maintain public records�equired by the City to perform the service; (2) Upon request frorn the City's custodian of public records, provide the Cit�r with a copy of the requested records or allow the records to be inspected or copied within a�easonable 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 corifidential and exempt from public records disdasure requirements are not disclosed, except as authorized by law, for the duratian 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, all public records in possession of the Consultant or keep and maintain public records required by the City to perFarm tt►e service. tf the Consultant transfers all public records to the City upon completion of the/�qreement,the Consultant shall destroy any duplicate public records that are exempt ar confidential and ex�mptfrom public records disclosure requirements. If the Consultant keeps and maintains public records upon completion of the Agreement, the Consultant shall meet all applicable requirements for retaining public records. All records stored electroniqlly must be provided to the City, upon request from the City's custodian of public records, in a format that is compabble with the infom�ation technology systems of the City. (D) REQUEST FOR RECOR�S; NONCOMPLtANCE. (1) A request ta inspect or copy public records relating to the City's contract for services must be made directly to the Ciry. If the City does not possess the requested records,the City shall immediately nottifyy the Consultant of the request, and the Cansultant must provide the records to the City o�allow the records to be inspected or copied within a reasonable time. (2) ConsultanYs 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)unilateraAy 9 Docusign Envelope ID:EC5C9B15-3560-479E-BA96-48D85AF26E10 terminate the Agreement; (2) avail itsetf of the remedies set fo�th under the Agreement;andiw(3)avail itself of any avaitable remedies at law or in equity. (3) A Consultant who fails to provide the public rer.ords 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 Consultant to compel production of pubtic records relating to the City's contract for services,the court shall assess and award against the Consuttant the reasonable casts of enforcement, including reasonable attomeys'fees, if: a. The court determines thet the Consultant unlawfully refused to comply with the public records request within a reasonable time; and b. At teast 8 business days before filing the action, the plaintiff provided writte� notice of 1he public records request, incfuding a statement that the Consultant has not complied with the request,to the City and to the Consuftant. (2� A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of public records and to the Co�sultant at the ConsuftanYs address listed on its contract with the City or to the Consultant's �egistered agent. Such notices must be sent by common carrier delivery service or by registe�ed, Global Express Guaranteed,or ce�ified mail,with postage or shipping paid by the sender a�d with evidence of delivery,which may be in an electronic for►nat. (3) A Consuttant who oomplies 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 C1F CHAPTER 119, FLORIDA STATUTES, OR AS TQ THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTI(?N: RAFAEL E. GRANADO, CITY CLERK 1700 CONVENTION GENTER DRIVE MIAMI BEACN, FLORIDA 33139 E-MA1L: RAFAELGRANADO[ci7M1AMIBEACHFL.GOV PHONE: 305-673-7411 10.8 FORCE MAJEURE (A) A"Force Majeure' event is an event that (i)in fact causes a delay in the perfcxmance 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 �easonably been foreseen and preparsd 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, tetrorism, sabotage, explosions, embargo restrictions, quarantine restrictio�s, transportation accidents, strikes, strong hurricanes or tomadoes, earthquakes, or other acts of God whlch p�event performance. Force Majeure shalt not include technological impossibility, 10 i �� Docusign Envelope ID:EC5C9B15-3560-479E-BA96-48D85AF26E10 inClement weatfi�r, or failure to secure any of the required permits pursuant to the Agreement. (B) If the Gity or Consultant's pe�formance of its contractual obligations is prevented or delayed by an event believed by ta be Force Majeu�e, such paRy shall immediately, upon leaming of the occurrence of the event or of the commencement of any such delay, but in any case within fifteen (15j business days thereaf, provide notice: (i}of the occuRence of event of Foroe 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 allowanoe of any relief pursuant to this section; however, receipt of such notice shall nat Canstitute 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 pa�ty. (C) No party hereto shall be liable for its failure to carry 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 shail use its reasonable best efforts to continue to perfortn its obligatians hereunder to the extent such obligations are not affeded or are only partially affected by the Force Majeure event, and to coRect or cure the event or co�dition 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. (Dj Obligations pursuant to the Agreement that arose before the ocxurrence of a Force Majeure event, causing the suspension of pertormance, 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 a timely manner for obligations and liabilities which matured pnor to the occurrence af a Force Majeure event shall not be subject to the Force Majeure provisions. (Ej Notwithstanding any other provision to the contrary herein, in the event of a Force Majeure occurrence, the City may, at the sole discretion of the City Manager, suspend the City's payment obligations under the Agreement,and may take such action without regard to the notice requirements herein. Additionally, in the event that an event of ForCe Majeure delays a party's performance under tt►e Agreement for a time period greater than thirty (3Q) days, the City 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 tenninated pursuant to this section, Consultant shall be paid for any Services satisfactarily performed up to the date of termination; following which the City shall be discharged from any and alf liabilities, duties, and terms arising out of,or by virtue of,this Agraement. In no event witl any condition of Force Majeure extend this Agreement beyond its stated term. 10.9 E-VERIFY (Ay To the extent that Consultant provides fabor, supplies, or services under this Agreement, Consuitant shall comply with Section 448.095, Florida Statutes, "Employment Eligibilit�' ("E-Verify Statute"), as may be amended from time to time. Pursuant to the E-Verify 11 Docusign Envelope ID:EC5C9615-3560-479E-BA96-48D85AF26E10 Statute, commendng on January 1, 2021, Consuitant shall register with and use the E- Verify system to verify the work auttwrization status of ali newlyr hired employees during the Ter►n of the Agreement. Additionally, Consultant shali expressiy require any subconsultant performing work or providirtg services pursuant to the Ag�eement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the ' employm�nt eligibility af a0 new employees hired by the subconsultant during the contract Tertn. ff Cansultant enters into a contract with an approved subconsuttant, the subconsuitant must provide the Consuftant with an affidavit stating that the subconsuftant dces not employ, contract wfth, or subcontract with an unauthorized alien. Consultarrt shall maintain a copy of such affidavit for the duration of the contract or such other extended period as may be required under this Agreement. (B} TERMINATION RIGHTS. (1) If the City has a good faith belief that Consultant has knowingly violated Section 448.09(1), Florida Statutes,which prohibits any person from knowingly empbying, hiring, recruiting, or referring an a�lien who is not duly authorized to work by the immigration laws or the Attomey General of the United States, the City shall terminate this Agreement with Cansultant for cause, and the City shall thereafter have or owe no further abligation or liability to Consultant. (2) If the City has a good fa�h betief that a subconsuftant has knowingly violated the foregoing Subsection 10.9(A), but the Consultarrt otherwise complied with such subsection, the City will promptly notify the Cansultant and order the Consultant to immediately terminate the contract with the subconsultant. Consultant's failure to terminate a subconsuitant shall be an event of default under this Agreement, entitling City to terminate this Agreement for cause. (3) A contrad tertninated under the foregoing Subsection (B)(1 j or (Bx2) is not in breach of contract and may not be cansidered as such. (4) The City or Consultant or a subconsultant may flle an action with the Circuit or County Court to challenge a tertnination under the foregoing Subsection(Bx1)or (Bx2} no later than 20 calendar days after the date on which the contract was terminated. (5} If the City tem►inates the Agreement with Consuttant under the foregoing Subsection (Bx1), Consultant may not be awarded a public contract for at least 1 year after the date of tertnination of this Agreement_ (6) CansultaM is liable for any additional costs incurred by the City as a resuft of the terminatian of this Agreement under this Section 10.9. 10.10 CONSULTANT'S COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS Consultant agrees to comply with Section 787.06,Florida Statutes,as may be amended from tfine ta time, and has executed the Anti-Human Trafficking Affidavit, containing the certifiq6on of compliance with anti-human trafficking laws,as required by Section 787.06(13), Florida Statutes, a copy af 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 cuRently engaged in, and will not engage in, a boycatt, as defined in Sec.tion 2-375 of the City Code. In accardance with Section 2-375.1(2xa) of the Ciry Code, Consultant hereby cert�es that Consulta�t is not currently engaged in, and for the duratian of the Agreement, will not engage in a boycott of Israel. 12 Docusign Envelope ID:EC5C9615-3560-479E-BA96-48D85AF26E10 10.12 PROHIBITION ON CONTRACTING WITH AN INDIVIDUAL OR ENTITY WHICH HAS PERFC)RMED SERVICES F�R GQMPENSATION TO A CANDIDATE FOR CITY ELECTED OFFICE Consultant warrants and represents that, within two (2) years prior to the Effective Date, Consuitant has not received compensation for services performed for a candidate for City elected office, as contemplated by the prohibitions and exceptions of Section 2-379 of the City Cade. For the avoidance of doubt, the restrictions on contracting with the City pursuant to Sectan 2- 379 of the City Code shall nat a�alv to the following: (a} Any individual or entity that provides goods to a candidate for o�ice. (b} Any i�dividual or entity that provides services to a candidate for o�ce if those same senrioes are regularly performed by the individual or entity in the ordinary course of business for clients or customers other than candidates for office. This includes,without limitation, banks. telephone or intemet service providers, printing companies, event v8nues, restau►ants, caterers, transportation providers,and o�ce supply vendors. (c) Any individual or entity which perfarms licensed professional services (including for example, legal or accounting services). 10.13 PROHIBITION AGAINST CQNTRACTING WITH FOREIGN COUNTRIES OF CONCERN WHEN AN INDIVIDUAL'S PERSONAL IDENTIFYING INF�RMATION MAY BE ACCESSED fNOTE: ONLY INCLUDE IF APPUCABLEI Consultant hereby agrees to comply with Section 287.138, Florida Statutes, as may be amended from time to time, which states that as of January 1, 2024, a govemmental entity may not accept a bid on, a proposal for,or a reply to,or enter into, a contract with an entity which would grant the en6ty aocess to an ind'nridual's personal identifying infonnation (PII), unless the entity pravides the gavemmental entity with an affidavit signed by an offrcer or representative of the entity under penalty of pe�jury attesting that the entity does not meet any of the criteria in Paragraphs 2(a}(c) of Secdon 287.138, Florida Statutes:(a)the entity is owned by a government of a foreign country of concem; (b) the gavemment of a foreign country of concem has a controlling interest in the en6ty; or(c) the en6ty is organized under the laws of or has its principal place of business in a foreign oountry of concem(each a"Prohibited Entit�'). A foreign country of concem is defined in Secbon 287.138(1 xc), Florida Statutes, as may be amended from time to time, as the People's Republic of China, the Russian Federation,the Islamic Repubtic of Iran,the Democratic People's Republic of Korea,the Republic of Guba,the Venezuelan regime of Nicolas Maduro,or the Syrian Arab Republic, including any agency of or any other entity of significant control of such foreign country of concern.Additionally, beginning July 1, 2025, a govemmental entity may not eutend or renew a contract with a Prohibited Entity. Consultant wamants 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 Concem AffidaviY, incarporated herein by reference and attached hereto as Exhibit"C'. 4 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 Mail, retum receipt requested, postage prepaid, or by a nationally recognized overnight delivery service. 13 Docusign Envelope ID:EC5C9615-3560-479E-BA96-48D85AF26E10 Until changed by notice, in writi�g, all such rTofioes and oommunications shall be addressed as follows: TO CONSULTANT: Institute of Queer Ecology, LLC 9380 SW 125th Temace Miami, FL 33176 LesPivnik�7a gmail.com TO CITY: Danielle Bender Cultural Affairs Manager 1755 Meridian Avenue, 5th Floor Miami Beach, FL 33139 ; DanielleBender�miamibeachfl.gov Natioe may also be pmv�led to any other address designated by the party to receive notice if such altemate address is provided via U.S. certified mail, retum receipt requested, hand delivered, or by ovemight delivery. !n the event an altemate notice address is properly provided, notice shall be sent to such altemate address in addfion to any othe�address which notice would otherwise be sent, unless othef detivery instniction as speafically provided for by the party erttiUed to notioe. Notice shall be deemed giwen on the date of an acknawledged receipt, or, in all other cases, on the date of r�eceipt or refusal. SECTION 12 MISCELLANEOUS PROVISIONS 12.1 CHANCES AND ADDITIONS This Agreement cannot be modfied or amended without the express written consent of the parties. No modifiqtion, amendment, or alteration of the terms or conditions contained herei� shall be effedive unless contained in a written document executed with the same formality and of equal dignity herewith. 12.2 SEYERABILITY If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall not be affected, and every other term and provision of this Agreement shall be I valid and be er�forced to the fullest extent permitted by law. 12.3 WANER OF BREACH A partl✓s failure to enforce any provision of this Agreement shall not be deemed a waiver af such provision ar modificatian 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 constnled to be a modification of the terms af this Agreement. 12.4 JOINT PREPARATION 'f'he parties hereto acknowledge that they have sought and received whateve�competent advice and c�ounsel as was necessary far them to form a full and complete understanding of al) 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 14 Docusign Envelope ID:EC5C9615-3560-479E-BA96-48D85AF26E10 document shail not,soleiy as a matter of judiaal construction,be construed more severely against one of the pafies than the othe�. 12.5 ENTIRETY OF AGREEMENT ' The City and Consultant agree that this is the entire agreement between the parties. This Agreement supersedes �II prior negot(ations, correspondenoe, conversations, agreements, or � understandings applicable to the matters contained herein, and there are no commitments, agreements or understandings conaeming the subject matter of this Agreement that are not oontained in this document. Titls and paragraph headings are for convenient reference and are not intended ta canfer any rights or obligations upon the pa�ties to this Agreement. (REMAINDER OF THIS PAGE LEFT INTENTIONALLY BIANK] 15 Docusign Envelope ID:EC5C9B15-3560-479E-BA96-48D85AF26E10 IN WITNESS WHEREOF, the partfes hereio have caused this Agreement to be executed by thair approp�iate offlciafs, as of the date�rst entered above. FUR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: By: � � . Rafael E. Granado, City Cle�fc E c T. Garpente , Ciiy Manager �� _- �,� �,�'a ' . _���� •�.�y, �8t8: "�:'���r� �� .INCOR?�OwR�E�•' ': 'z?''•, � ,� :h; ,�; :�.� :�_ 1� _ FOR C4NSULTANT: fNSTI'fUTE OF QUEER ECOLOGY� LLC ATTEST: B . An��C��I � ,G��e---� �' ' � crn�r' � 9 �-��s Print Name and T'itle Print Name and Ttle Date: 0�� ��'� , APPR�VED AS TO FORM & LANGUAGE FO CUTION �`��-- ro � LS City Attomey s�� Date 16 Docusign Envelope ID:EC5C9B15-3560-479E-BA96-48D85AF26E10 EXHIBIT A A City of Miami Beach project in collaboration with the Miami Beach Ysitor and Convention Authority(MBVCA), No Vacancy is a juried art competition that supports and celebrates mainly local artists, p�ovokes critical discourse,and encourages the public to experience Miami Beach's famed hatels as temporary art destinations ln their own right. No Vacancy 2025 marks the pragram's sixth edition presenting 12 artists creating site-spec�c works at 12 iconic Miami Beach hotels. The installations will be on viaw from November 13 through December 20, 2025. Each selected artist or collective will recsive a stipend of USD 10,000 to realize their project at each hotel location.Artists were drawn from a call for submissions issued by the city and selected by representatives from the City of Miami Beach Art in Public Places Committee, Gultural Arts Council (CAC)and MBVCA. The selected artist or collective will be responsible for the following: • Install a complete work of art matching the selected proposal at designated hotel property by November 12, 2025. • Notify CMB staff should any programming be established in conjuncGon with the No Vacancy 2025 exhibition. � Share any press releases in conjunction with the No Vacancy 2025 exhibition with CMB sbff for review and approval. Lee Pivnik's'Wellspring'is an installation brings together components from two ongoing projects that touch on water.The first of these,Ghimeras,is an in-progress feature film that follows a group of dissidents as they try to navigate a flooded Miami in the 2080s by creating elaborate, muttispecies disguises to mimic the creatures around them, thereby avoiding surveillance systems. The second of these projects is an in-p�ocess hydroponic fountain that Pivnik is sculpting for permanent installation at the Kampong National Tropical Botanical Garden. The fauntain prototypes fertilizer systems that can be reclaimed from the eutrophicated Everglades watershed, or derived from vermiculture composting, ta grow plants for people and pollinators alike. _ _ � �,�,.-- � � E A . �. :,-:�. = � � �.� .�" 'i .� ,� Mw ..�,,....y„ew,W,1F.,.�ysy....w1�q� '� �1......�� ��^r.wa ��� .� � � �� 17 Docusign Envelope ID:EC5C9615-3560-479E-BA96-48D85AF26E10 EXNIBIT B Fea In consideration of the Services to be provided pursuant to this Agreement, the Ciry agrees to pay the Consultant a fee, not to exceed the amount of USD 10,000.00(the'Fee"), which shall be paid as a single payment within 45 days from the of the City�eceiving an acceptable and approved invaioe from the Consultant. No other amount shall be paid to the Consultant. Payments to Consultant shall be made for Work satisfactorily completed in accordanc�with the following schedule: 1. Payment#1: Ten Thousand Dollers and No Cents (a10,000.00)(which is 100% of the fixed fea)to be paid upon the signing of the contract once the City has received an acceptable and approved invoics from the Contractar. 18 Docusign Envelope ID:EC5C9615-3560-479E-BA96-48D85AF26E10 EXHIBIT C ANTI-HUMAN TRAFFICKING AFFIDAVIT In ac:cardance with Section 787.06 (13), Fionda Statutes, the undersigned, on behatf of Consultant hereby attests under penalty of perjury that Consultant does not use coercion for fabor or services as de�ined in Section 'I87.06, Florida Statutes, entitled 'Human Trafficking". I understand that i am swearing or affimning under oath to the truthfuirtess of the daims made in this affidavit and that the punishment for knawingly making a false statement includes fines and/or imprisonment. The undersigned is authorized to execute this affidavit on behalf of Consultant. CONSULTANT: Institute of Queer Ecology, LLC, a Florida limited liability company. `..c'L-- q'3 8'o S w ��S ?~L�" /►'1;��� f-C.._ Nam�tle: Lu owne�— (Address} 3 3 t 7� State of 1'� �— ' County of /�/�/�'I( - [�,^Q,� The fcxegoing instrumerrt was acknowledged before me by means of�.physical presence or❑ online notarization, this I� day of ���PQ✓ 2025 by �P e t'�v µi� , as Q��e� , of Institute of Queer Ecalogy, LLG,a Fbrida limited liabili company, known to me to be the persan described herein, or who produc�d F�•r`d` Qt'`�a�( as ident�cation,and who did/did not take an oath. o•�"".P`;Bt� RAULCHAVARRU► NOTARY PUBLIC: r � Commission a HH a8oss6 �4���' Ezp�r»March 6,2028 tFOF f�� � (Si9natUre) / �q✓� G�t�vG���t (Print Name) My commission expires: 03- �6�z�i�i 19 Docusign Envelope ID:EC5C9615-3560-479E-BA96-48D85AF26E10 EXHIBIT D PROHIBITION AGAINST CONTRACTING WITH FOREIGN C�UNTRIES OF CONCERN AFFIDAVIT in accardance with Section 287.�38, Florida Statutes, incorporated herein by reference, the undersigned, an behalf of Consultant, hereby attests under penalty of pe�jury that Consultant does not meet any of the fdlowi�g criteria in Paragraphs 2(a}{c)of Section 287.138, Fbrida Statutes: (a) Cot►sultant is owned by a goveriunent of a foreign country of concern; (b) the gavemment of a foreign country of concern has a controlling interest in Co�suttant;or(c)Cansu{tant is organizad under the laws of or has its principal place of business in a foreign country of concem. 1 understand that I am swearing ar affirming under oath, under penalties of pery'ury, to the truthfulness of the claims made in this affidavit and that the punishment for knawingly making a false statement indudes fines and/or imprisonment. The undersigned is authorized to execute this affidavit on behalf of Consultant. CONSULTANT: Institute of Queer Ecology, LLG, a Florida limited liability company. -�-----�� �.38 a J u✓ �Z..S 7'c�r': �'+,G,�; F'� ame(Tiqe: L e.c- ; „•,t (Address) 3�!7� State af ��- Caunty of !�l�/y''� �Q�� The foregoing instrument was acknawledged before me by rv�e�ns of�physical pre,sence or❑ anline nat�nzatian, this 1� day of �G1u Q/ , 2025 by L P e P'���� , as OK/�G� , of Institute of Queer Eoology, LLC, a Fkarida I'm�ted�iabili y company, knawn to me ta be the person described herein, or who produc�d �t� � f•v- as ident�cation,and who did/did not take an oath. NOTARY PUBLIC: o,►+�';,;��, RAULCHAVARRIA �,�.—,�„ + • Gommission f HH 480996 ��"" '";���a ExWnsMud+6.2D20 (Jlg�lV�e, �FOfft� ��' �'�✓( G���cir�(' (Print Name) My cammission expi�es: C}3 ��G �Z'6G� 20 Docusign Envelope ID EC5C9615-3560-479E-BA96-48D85AF26E10 M I AM I B EAC H ��� � _ �� ��#����`�� ,� N/A No Vacancy,Miami Beach 2025:Artist Contracts Various-Summary&Purpose section below Tourism&Culture:Oscar Rieveling Sanchez,Ext.22711 ��� Lissette Garcia Arrogante �,_; FV FOR LGA Maria Hernandez� nH Type 1—Contract,amendment,change order,or task order resulting from a procurement-issued competitive solicitation. 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 Professional Services Agreement(PSA) Type 4—Grant agreements with the City as the recipient Type 7—Inter-governmental agency agreement Type 5—Grant agreements with the City as the grantor Type 8—Other: A City of Miami Beach project in coilaboration with the Miami Beach Visitor and Convention Authority(MBVCA),No Vacancy is a juried art competition that supports and celebrates mainly local artists, provokes critical discourse,and encourages the public to experience Miami Beach's famed hotels as temporary art destinations.No Vacancy 2025 marks the program's sixth edition presenting 12 artists creating site specific works at 12 iconic Miami eeach hotels.The installations will be on view from November 13 through December 20,2025.(Attached are 9 of 12 artist agreements). Each selected artist receives a stipend of USD$10,000 to realize their project at each hotel location.Artists were drawn from a call for submissions issued by the City and selected by representatives from the City of Miami Beach Art in Public Places Committee, Cultural Arts Council, and MBVCA. Funding for No Vacancy is budgeted in the Resort Tax Fund and through a yearly MBVCA grant. Attached: 1.Andrea Myers(ICA) 2.Denise Triezman Goren(ICA) 3.Evelyn Sosa Rojas(ICA) 4.Jose Mar(ICA) 5.Patricia Suau(ICA) 6.Amanda Linares LLC(PSA) 7.Edison Penafiel Projects,LLC(PSA) 8.Institute of Queer Ecology,LLC(PSA) 9.Nathalie Alfonso Studio LLC(PSA) Reso 2025-33945—MB FY2026 Commission Memo&Budget ��.�."c;"r;��� � � November 13,2025-December 20, November 13,2025-December Z0, 2025 N�A 2025 Grant Funded: Yes X No State Federal Other: 1 USD$90,000 160-0380-000349-25-406-548-00-00-00-j ��� Yes X No Z �- 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. Docusign Envelope ID:EC5C9615-3560-479E-BA96-48D85AF26E10 ity Commission Approved: X Yes No Resolution No.: CC Agenda Item No.: CC Meeting Date: 2025-33945 R7 B 09/30/2025 If no,explain why CC approval is not required: egal Form Approved: X Yes No If no,explain below why form approval is not necessary: Procurement: N/A Grants: N/A Budget: Tameka Otto Stewart Information Technology: N/A T/�S Risk Management: Marc Chevalier Fleet&Facilities: N/A n�� Human Resources: N/A Other: N/A