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ICA between the CMB and Andrea Myers Docusign Envelope ID:EC5C9615-3560-479E-BA96-48D85AF26E10 20 25 - 33g45 INDEPENDENT CONTRACTOR AGREEMENT �}C-� � ,� ,�,��;:; This Agreement is entered into on this day of , 2025 between Andrea Myers ("Contractor"), and the City of Miami Beach, Florida (the "City'), with an effective starting date of October 13, 2025, and an end date of December 27, 2025 (the "Term"). 1. Description of Services. Contractor will provide the services described in Exhibit "A" hereto (the "Services"). Although Contractor may receive a schedule of the available hours to provide its Services, the City shall not control nor have the right to control the hours of the Services performed by the � Contractor; where the Services are performed (although the Cify will provide Contractor with the appropriate location to perform the Services); when the Services are performed, including how many days a week the services are performed; how the Services are performed, or any other aspect of the actual manner and means of accomplishing the Services provided. Notwithstanding the foregoing, all Services provided by the Contractor shall be in accordance with the terms and conditions set forth in Exhibit "A" hereto and to the reasonable satisfaction of the City Manager. If there are any questions regarding the Services to be performed, Contractor should contact the following person: Daniel�e Bender Gultural Affairs Manager 1755 Meridian Avenue, 5th Floor Miami Beach, FL 33139 DanielleBender@miamibeachfl.gov or(305) 673-7577 x26256 2. Fee. In consideration of the Services to be provided pursuant to this Agreement, the City agrees to pay Contractor a fee, not to exceed the amount of USD 10,000.00 (the "Fee"), which shall be paid as described in Exhibit"B" hereto. The Contractor shall issue invoices to the City pursuant to the mutual agreement of the parties and pursuant to the Fee Schedule set forth in Exhibit "B" hereto, upon receipt of an acceptable and approved invoice. The City shall remit payment to the Contractor within 45 days of receiving an acceptable and approved invoice from the Contractor for that portion (or those portions)of the Services satisfactorily rendered (and referred to in the particular invoice). Invoices shall include a detailed description of that portion (or those portions) of the Services provided, and shall be submitted to the City at the following address: Danielle Bender Cultural Affairs Manager 1755 Meridian Avenue, 5'h Floor Miami Beach, FL 33139 DanielleBender@miamibeachfl.gov 3. Termination. This Agreement may be terminated by either party, with or without cause, by giving written notice to the other party of such termination, which shall become effective upon fourteen (14) days Docusign Envelope ID:EC5C9815-3560-479E-BA96-48D85AF26E10 following receipt by the other party of the written termination notice. Notwithstanding the foregoing, in the event of a public health, welfare or safety concern, as determined by the City Manager, in the City Manager's sole discretion, the City Manager, pursuant to a verbal or written notification to Contractor, may immediately suspend the Services under this Agreement for a time certain, or in the alternative, terminate this Agreement on a given date. In the event of termination pursuant to this section, the Contractor shall be paid a sum equal to all payments due to him/her up to the date of termination; provided Contractor is continuing to satisfactorily perform all Services up to the date of termination. Thereafter, the City shall be fully discharged from any further liabilities, duties, and terms arising out of, or by virtue of, this Agreement. 4. Indemnification/Hold Harmless/Insurance. Contractor agrees to indemnify, defend, and hold harmless the City of Miami Beach and its officers, employees and agents, from and against any and all actions(whether at law or in equity), claims, liabilities, losses and expenses including, but not limited to, attorney's fees and costs, for personal, economic or bodily injury, wrongful death, loss of or damage to property, at law or in equity, which may arise or be alleged to have arisen from the negligent acts or omissions or other wrongful conduct of Contractor, and/or any and all subcontractors, employees, agents, or any other person or entity acting under Contractor's control, in connection with the Contractor's performance of the services pursuant to this Agreement. To that extent, Contractor shall pay all such ctaims and losses and shall pay all costs and judgments, which may arise from any lawsuit arising from such claims and losses and shall pay all costs and attorney's fees expended by the City in defense of such claims and losses, including appeals. The Contractor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Contractor shall in no way limit the Contractor's responsibility to indemnify, keep and save harmless 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 Contractor for performance of the Services under this Agreement is the specific consideration from the City to Contractor for the Contractor's agreement to indemnify and hold the City harmless, as provided herein. Contractor and the City hereby agree and acknowledge that this indemnity provision is intended to and shali survive the termination {or earlier expiration)of this Agreement. Cantractor shall provide proof of insurance coverage upon written request from the City, provided such request is made prior to the installation date. Any insurance for which proof is requested must be in types and amounts reasonably sufficient to cover Contractor's(or any subcontractor's) exposure under this Agreement. If requested, the insurance must name the City as an additional insured and be primary and non- contributory to any insurance maintained by the City (excluding workers' compensation and professional liability). Policies must be issued by insurers authorized to do business in the State of Florida and reasonably acceptable to the City. 5. Limitation of Liability. The City desires to enter into this Agreement only if in so doing the City can place a limit on City's liability for any cause of action for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds the sum of the compensation/fee to be paid to Contractor pursuant to this Agreement, less any amounts actually paid by the City as of the date of the alleged breach. Contractor hereby expresses his/her Page 2 of 16 Docusign Envelope ID:EC5C9615-3560-479E-BA96-48D85AF26E10 wiilingness to enter into this Agreement with Cantractor's recovery from the City for any damage action for breach of contract to be limited to a maximum amount equal to the compensation/fee to be paid to Contractor pursuant to this Agreement, less any amounts actually paid by the City as of the date of the alleged breach. Accordingly, and notwithstanding any other term or condition of this Agreement, Contractar hereby agrees that the City shall not be liable to Cantractor for damages in the amount in excess of the compensation/fee to be paid to Gontractor pursuant to this Agreement, less any amounts actually paid by the City as of the date of the alleged breach, for any actian or claim for breach of contract arising out of the performance or non-performance af any obligations imposed upon the City by this Agreement. Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon City's liability as set forth in Section 768.28, Florida Statutes. 6. Notices. All notices and communications in writing required or permitted hereunder may be defivered personally to the representatives of the Contractor and the City listed below or may be mailed by U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally recognized overnight delivery service. Until changed by notice in writing, all such notices and communications shall be addressed as follows: CONTRACTOR: Andrea Myers 2604 McVey Bivd W Columbus, OH 43235 andreamyers79@gmail.com (773) 206-3267 CITY: Lissette Garcia Arrogante City of Miami Beach Department of Tourism & Gulture 1700 Convention Center Drive Miami Beach, FL 33139 (305)673-7577 Notice shall be deemed given on the date of an acknowiedged receipt, and, in all other cases, on the date of receipt or refusal. 7. Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to principles of conflict of laws. The exclusive venue for any litigatian arising out of this Agreement shall be Miami-Dade County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT, CITY AND CONTRACTOR EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE T� A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, C�R ARISING OUT OF, THIS AGREEMENT. Page 3 of 16 Docusign Envelope ID:ECSC9615-3560-479E-BA96-48D85AF26E10 8. Dutv of Care/Compliance with Applicable Laws/Conflict of Interest. With respect to the performance of the Services contemplated herein, Contractor shall exercise that degree of skill, care, efficiency, and diligence normally exercised by reasonable persons and/or recognized pr�fessionafs with respect to the performance of comparable services. In its performance of the Services, Contractar shall comply with all applicable laws, ordinances, and regulations of the City, Miami-Dade County, the State of Florida, and the federal government. Without limiting the foregoing, Contractor herein agrees to adhere to and be govemed by all applicable Miami-Dade County Conflict of Interest Ordinances and ethics provisians, as set forth in the Miami-Dade County Code, and as may be amended from time to time; and by the City of Miami Beach Charter and Code, as may be amended from time to time, both of which are incarporated herein by referenced, as if fully set forth herein. Contractor shail comply with all applicabie state and federal laws and City policies and procedures governing the use and/or safe-keeping of confidential, highly sensitive, and/or personally identifiable or pratected health information (as may be defined by state or federal law), including but not limited to the City's Administrative Order No. IT.01.01 — Artificial Intelligence (AI} Usage, as may be amended from time to time. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirectly which should conflict in any manner or degree with the performance of the Services. Contractor further covenants that in the performance af Services under this Agreement, no person having any such interest shall knowingly be employed by the Contractor. Notwithstanding the foregoing, Contractor shall be able to provide similar services to other third parties as long as they do not conflict with the Services to be provided hereunder. 9. No Discrimination. In connection with the performance of the Services, the Contractor shall not exclude from participation in, deny the benefits of, or subject to discrimination anyone on the grounds of race, colar, national origin, sex, age, disability, religion, income or family status. Additionally, Contractor shall comply with City of Miami Beach Human Rights Ordinance, codified in Chapter 62 af the City Code, as may be amended from time to time, prohibiting discrimination in employment (including independent contractors), housing, public accommodatians, public services, and in connection with its membership or policies because of actual or perceived race, color, national origin, religion, sex, intersexuality, gender identity, sexual orientation, marital and familial status, age, disability, ancestry, height, weight, hair texture and/or hairstyle, domestic partner status, labor organization membership, familial situation, and political affiliation. 10. Florida Public Records �aw. (A) Contractor shalt comply with Florida Public Recards law under Chapter 119, Florida Statutes, as may be amended from time to time. (B) The term "public records" shall have the meaning set forth in Section 119.011(12), which means all documents, papers, letters, maps, boaks, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, Page 4 of 16 Docusign Envelope ID:ECSC9B15-3560-479E-BA96-48D85AF26E10 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.Q701 of the Florida Statutes, if the Contractor meets the definition of"Contractor" as defined in Section 119.0701(1}(a), the Contractor shall: (1) Keep and maintain public records required by the City to perform the service; (2) Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the eost provided in Chapter 119, Florida Statutes or as otherwise provided by law; (3) Ensure that public records that are exempt or confidentiai and exempt from pubfic records disclosure requirements are not disclosed, except as authorized by law, for the duration of the contract term and following completion of the Agreement if the Contractor does not transfer the records to the City; (4) Upon completion of the Agreement, transfer, at no cost to the City, all public records in possession of the Gontractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon compietion of the Agreement, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon compietion of the Agreement, the Contractor shall meet ali applicable requirements for retaining public records. All records stored electronically must be provided to the Gity, 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 RECC�RDS; NONCQMPLIANCE. (1) A request to inspect or copy public records relating to the City's contract for services must be made directly to the City. If the City does not possess the requested records, the City shall immediately notify the Contractor of the request, and the Contractor must provide the records to the City or allow the records to be inspected or copied within a reasonable time. (2) Contractor's failure to comply with the City's request for records shall constitute a breach of the Agreement, and the City, at its sole discretion, may: (1) unilaterally terminate the Agreement; (2) avail itself of the remedies set forth under the Agreement; and/or(3)avail itself of any available remedies at law or in equity. (3) A Contractor who fails to provide the public records to the City within a reasonable time may be subject to penalties under s. 119.10. (E) CIVIL ACTION. (1) If a civil action is filed against a Contractor to compel production of public records relating to the City's contraet for services, the court shall assess and award against the Contractor the reasonable costs of enforcement, including reasonable attorney's fees, if: (a) The court determines that the Contractor unlawfully refused to comply with the public records request within a reasonable time; and (b) At least eight (8) business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the Contractor has not complied with the request,to the City and to the Contractor. (2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of public records and to the Gontractor at the Contractor's address listed on its Page 5 of 16 Docusign Envelope ID:EC5C9615-3560-479E-BA96-48D85AF26E10 contract with the City or to the Contractor's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. (3) A Contractor who complies with a public records request within eight(8) business days after the notice is sent is not liable for the reasonable costs of enforcement. �F) IF THE CUNTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, OR AS TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTI4N: CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLURIDA 33139 E-MAIL: RAFAELGRANADOCa�MiAMIBEACHFL.GOV PHONE: 305-673-7411 11. Ownership of Documents/Patents and Copyrights. Any and all documents prepared by Gontractor pursuant to this Agreement are related exclusively to the Services described herein shall be deemed to be a "work made for hire" and are intended or represented for ownership by the City. Any re-use distribution, or dissemination of same by Contractor, other than to the City, shall first be approved in writing by the City Manager, which approval, if granted at all, shall be at the City Manager's sole and absolute discretion. Any patentable and/or copyrightable result arising out of this Agreement, as well as all information, specifications, processes, data, and findings, are hereby assigned to the City, in perpetuity, for public use. No reports, other documents, articles or devices produced in whole or in part under this Agreement shall be the subject of any application for patent or copyright by or on behalf of the Contractar(or its employees or sub-contractors, (if any)without the prior written consent of the City Manager, which consent, if given at all, shall be at the Manager's sole and absolute discretion. 12. Liability far Rent, Supplies, Equipment, Etc. Contractor shall provide all funds necessary to pay all debts, disbursements, and expenses incurred in connection with its performance of the Services hereunder and shall not be entitled to any reimbursement from the City unless otherwise agreed to by the City. It will also provide all supplies and equipment necessary to provide such Services. If Contractor uses any of the City's facilities, supplies, or equipment to furnish the Services hereunder, Contractor shall pay the City (or such amount shall be deducted from the Fee set forth in Section 2) an amount as mutually agreed by the parties. Page 6 of 16 Docusign Envelope ID:ECSC9B15-3560-479E-BA96-48D85AF26E10 13. Liability for Sub-contractors. Contractor shall be liable for its Services, responsibilities and liabilities under this Agreement and the costs, services, responsibilities, and liabilities of any sub-contractors (if any), and any other person or entity acting under the direction or control of Contractor(if any). In this regard, Contractor must furnish the City with all information relating to the sub-contractors which is requested by the City. When the term"Contractor" is used in this Agreement, it shall be deemed to include any sub-contractors(if any)and/or any other person or entity acting under the direction or control of Contractor (if any). All sub-contractors (if any) must be disclosed in writing to the City prior to their engagement by Contractor. 14. Indeaendent Contractor/No Joint Venture. THIS AGREEMENT SHA�L N�T CONSTITUTE OR MAKE THE PARTIES A PARTNERSHIP OR JOINT VENTURE. FOR THE PURPOSES OF THIS AGREEMENT, THE CONTRACTOR SHALL BE DEEMED TO BE AN INDEPENDENT CONTRACTOR, AND NOT AN AGENT OR EMPLOYEE OF THE CITY, AND SHALL NOT ATTAIN ANY RIGHTS OR BENEFITS UNDER THE CIVIL SERVICE OR PENSION ORDINANCE OF THE CITY,OR ANY RIGHT GENERALLY AFFORDED CLASSIFIED OR UNCLASSIFIED EMPLOYEES INCLUDING ANNUAL AND SICK DAY ACCRUAL. FURTHER, THE CONTRACTOR SHALL NOT BE DEEMED ENTITLED TO FLORIDA WORKER'S COMPENSATION BENEFITS AS AN EMPLOYEE OF THE CITY OR ACCUMULATION 4F SICK OR ANNUAL LEAVE. The Contractor shall be the sole party responsible for any and all employment taxes, unemployment compensation taxes or insurance, social security taxes, or other taxes, insurance payments, or otherwise whether levied by any country or any political subdivision thereof. The Contractor shall not, in any way, be considered to be, or be deemed to be, an employee of the City through the Services performed in this Agreement (e.g., including, but not limited to, for purposes of the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, any state revenue and taxation code relating to income tax withholding at the source of income, the Workers' Compensation Insurance Code and other benefit payments and third party liability claims), and the Contractor shall indemnify and hold the City harmless from all costs, loss, damages or expenses (including but not limited to taxes, accounting fees, court costs, and attorney's fees at all levels of litigation) in the event of any determination to the contrary by any court of competent jurisdiction or governmental authority. The Contractor recognizes and understands that it will receive an Internal Revenue Service Form 1099 statement and related tax statements and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and state law. The Contractor hereby promises and agrees to indemnify the City for any damages or expenses, including attorney's fees, and legal expenses, incurred by the City as a result of the Contractor's failure to make such required payments. Except as otherwise expressly provided in the Agreement, the Contractor shall in no way hold itself out as an employee, dependent agent, or other servant of the City, its employees or other agents, ar as other than a free agent with respect to the City. The Contractor is not granted, shall not have, and acknowledges the absence of any right or authority to assume or create any obligations or responsibility, express or implied, on behalf of or in the name of the City or to bind the latter in any matter or thing whatsoever. 15. Intentionallv omitted. Page 7 of 16 Docusign Envelope ID:EC5C9B15-3560-479E-BA96-48D85AF26E10 16. Force Maj,eure. (A) A "Force Majeure" event is an event that (i) in fact causes a delay in the performance of the Contractor ar the City's obligations under the Agreement, and (ii) is beyond the reasonable control of such party unable to perform tha obligation, and (iii) is not due to an intentional act, error, omission, or negligence of such party, and (iv) could not have reasonabiy been fareseen and prepared for by such party at any time prior to the occurrence of the event. Subject to the foregoing criteria, Force Majeure may include events such as war, civil insurrection, riot, fires, epidemics, pandemics, terrorism, sabotage, explosions, embargo restrictions, quarantine restrictions, transportation accidents, strikes, strong hurricanes or tornadoes, earthquakes, or other acts of God which prevent performance. Force Majeure shall not include technological impossibility, inclement weather, or failure to secure any of the required permits pursuant to the Agreement. (B) If the City or Cantractor's performance of its contractua{ obligations is prevented or delayed by an event believed by to be Force Majeure, such party shaA immediately, upon learning of the occurrence of the event or of the eommencement of any such de�ay, but in any case within fifteen (15) business days thereof, provide notice: (i) of the occurrence of event of Force Majeure, (ii) of the nature of the event and the cause thereof, (iii) of the anticipated impact on the Agreement, (ivj 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 timefy 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 Majeure event shall be on the requesting party. (G) No party hereto shall be liable fior its failure to carry out its obligations under the Agreement during a period when such party is rendered unabfe, in whoie or in part, by Force Majeure to carry out such abligations. The suspension of any of the obligations under this Agreement due to a Force Majeure event shall be of no greater scope and no longer duration than is required. The party shall use its reasonable best efforts to continue to perform its obligations hereunder to the extent such obligations are not affected or are only partially affected by the Force Majeure event, and to correct or cure the event or condition excusing performance and otherwise to remedy its inability to perform to the extent its inabifity to perform is the direct resuft of the Force Majeure event with all reasonabie dispatch. (D} Ob�igations 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 a 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 pravisions. (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. Additionally, in the event that an event of Force Majeure delays a party's performance under the Agreement for a time period greater than thirty Page 8 of 16 Docusign Envelope ID:EC5C9615-3560-479E-BA96-48D85AF26E10 (30) days, the City may, at the sole discretion of the City Manager, terminate the Agreement on a given date, by giving written notice to Contractor of such termination. If the Agreement is terminated pursuant to this section, Contractor shall be paid for any Services satisfactorily performed up to the date of termination; foilowing 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. 17. Assiqnment. Contractor shall not assign all or any portion of this Agreement without the prior written consent of the City Manager, and it is agreed that said consent must be sought in writing by Contractor not less than sixty(60)days prior to the date of any proposed assignment. 18. Audit and Insqectian Records. Contractor shall permit the authorized representatives of the City to inspect and audit all data and records of the Contractor, if any, relating to performance under this Agreement until the expiration of three years after final payment under this Agreement. Contractor further agrees to include in ali his/her subcontracts hereunder a provision ta the effect that the sub-contractor agrees that the City or any of their duly authorized representatives shall, until the expiration of three years after final payment to the sub-contractor, have access to and the right to examine any directly pertinent books, documents, papers and records of such sub- contractor, involving transactions related to the sub-contractor. 19. Inspector General Audit Rights. (A) Pursuant to Section 2-256 of the Gode of the City of Miami Beach, the City has established the Office of the Inspector General which may,on a random basis, perForm reviews,audits, inspections, and investigations on all City contracts, throughout the duration of said contracts. This random audit is separate and distinct from any other audit performed by or on behalf of the City. (B) The Office of the Inspector General is authorized to investigate City affairs and empowered to review past, present, and proposed City programs, accounts, records, contracts and transactions. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor City projects and programs. Monitoring of an existing City project or program may include a report concerning whether the project is on time, within budget and in conformance with the contract documents and applicable law. The Inspector General shall have the power to audit, investigate,monitor, oversee, inspect and review operations,activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the Contractor, its officers, agents and employees, lobbyists, Gity staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City Gode, the City is allocating a percentage of its overall annual contract expenditures to fund the activities and operations of the Office of Inspector General. Page 9 of 16 Docusign Envelope ID:EC5C9615-3560-479E-BA96-48D85AF26E10 (C) Upon ten (10) days written notice to the Contractar, the Contractor shall make all requested records and documents available to the lnspector General for inspection and copying. The Inspector General is empowered to retain the services af independent private sector auditors to audit, investigate, monitor, oversee, inspect and review aperations activities, performance and procurement process including but not limited to project design, bid specifications, (bidlpropasal)submittals, activities of the Contractor, its afficers, agents and employees, labbyists, City staff ar�d elected officials to ensure compliance with the contract documents and to detect fraud and carruption. (D) The Inspector General shal! have the right ta inspect and capy all documents and records in the Contractar's possession, custody or contral which in the Inspector General's sole judgment, pertain to per�ormance of the contract, including, but not limited to original estimate fi4es, change order estimate files, worksheets, proposals and agreements from and with successful subcontractors and suppliers, all project-related correspondence, memoranda, instructians, financia! documents, construction documents, (bid/proposai) and contract documents, back-change documents, ali documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records and supporting documentation for the aforesaid documents and recards. (E) The Contractor shal! make available at its office at all reasonable times the records, materials, and other evidence regarding the acquisition(bid preparation)and performance of this Agreement, for examination, audit, or reproduction, untii 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: (1) If this Agreement is completely or partially terminated, the Contractor shall make available records relating to the work terminated until three (3) years after any resulting final termination settlement; and (2) The Contractar shall make available records relating to appeais or to litigation or the settlement of claims arising under or refating to this Agreement until such appeals, litigation, or ciaims are finally resolved. (F) The provisions in this section shall apply to the Contractor, its officers, agents, employees, subcontractors, and suppliers. The Contractor shal! incorporate the provisions in this section in all subeontracts and all other agreements executed by the Contractor in connection with the performance of this Agreement. (G) Nathing in this section shall impair any independent right to the City to conduct audits or investigative activities. The provisions of this section are neither intended nor shatl they be construed to impose any liability on the City by the Contractor or third parties. 20. E-Verify (A) To the extent that Contractor provides labor, supplies, or services under this Agreement, Contractor shall comply with Section 448.�95, Florida Statutes, "Employment Eligibility" Page 10 of 16 Docusign Envelope ID:EC5C9615-3560-479E-BA96-48D85AF26E10 ("E-Verify Statute"}, as may be amended from time to time. Pursuant to the E-Verify Statute, commencing on January 1, 2021, Gontractor shall register with and use the E- Verify system to verify the work authorization status of all newly hired employees during the Term of the Agreement. Additionally, Contractor shall expressly require any subcontractor performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract Term. If Contractor enters into a contract with an approved subcontractor, the subcontractor must provide the Contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Contractor shall maintain a copy of such affidavit for the duration of the subcontract 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 Contractor has knowingly violated Section 448.09(1}, Florida Statutes,the City shall terminate this Agreement with Contractor for cause, and the City shall thereafter have or owe no further obligation or liability to Contractor. (2) if the City has a good faith belief that a subcontractor has knowingly violated the foregoing Subsection 20(A), but the Contractor otherwise complied with such subsection, the City will promptly notify the Contractor and order the Contractor to immediately terminate the contract with the subcontractor. Contractor's failure to terminate a subcontractor shall be an event of default under this Agreement, entitling Gity 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 Contractor or a subcontractor may file an action with the Circuit or County Court to challenge a termination under the foregoing Subsection (6)(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 Contractor under the foregoing Subsection (B)(1), Contractor may not be awarded a public contract for at least 1 year after the date of termination of this Agreement. (6) Contractor is liable for any additional costs incurred by the City as a result of the termination of this Agreement under this Section 20. 21. Contractor's Compliance With Anti-Human Traffickin�t Laws. Contractor agrees to comply with Section 787.06, Florida Statutes,as may be amended from time to time, and has executed the Certification of Comp�iance with Anti-Human Trafficking Laws, as required by Section 787.06(13), Florida Statutes, a copy of which is attached hereto as Exhibit «C„ 22. Prohibition on Contractinq with an Individual or Entitv Which Has Performed Services for Compensation to a Candidate for Citv Elected D�ce. Gontractor warrants and represents that,within two(2)years prior to the effective date, Contractor has not received compensation for services performed for a candidate for City elected office, as contemplated by the prohibitions and exceptions of Section 2-379 of the City Code. Page 11 of 16 Docusign Envelope ID:ECSC9615-3560-479E-BA96-48D85AF26E10 For the avoidance of doubt, the restrictions on contracting with the City pursuant to Section 2-379 of the City Code shall not apply to the following: (a) Any individual or entity that provides goods to a candidate for office. (b} Any individual or entity that provides services to a candidate for office if those same services are regularly performed by the individuai or entity in the ordinary course of business for clients or customers other than candidates for office. This includes, without limitation, banks, telephone or internet service providers, printing companies, event venues, restaurants, caterers, transportation providers, and affice supply vendors. (c) Any individual or entity which performs licensed professionai services (including for example, legal or accounting services). 23. Waiver of Breach. A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of 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. F4. Severance. In the event this Agreement or a portion of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless City elects to terminate this Agreement. 25. Joint Preparation. The parties hereto acknowledge that they have sought and received whatever competent advice and counsel 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. 26. Mutual cooperation. Gontractor recognizes that the performance of this Agreement is essential to the provision of vital public services and the accomplishment of the stated goals and mission of the City. Therefore, the Contractor shall be responsible to maintain a cooperative and good faith attitude in all relations with the City and shall actively foster a public image of mutual benefit to both parties. The Contractor shall not make any statements or take any actions detrimental to this effort. 27. Entire Aqreement. This writing and any exhibits and/or attachments incorporated (and/or otherwise referenced for incorporation herein) embody the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. (SIGNATURE PAGE TO FOLLOW] Page 12 of 16 Docusign EnvdopelD:EC5C9B1S3560.4)9E-9A9fi-OB�85AF26E10 IN WITNESS WHEREOF, the parties hereto have caused these p�esents to be executed by the respective officials thereunto duly authorized, this date and year first above written. FOR CiTY: CITY OF MIAMI BEACH, FLORIDA ATTEST: By: (� ��? ;�;-=,�'�-ti Raf i E. Granado, City Clerk Eric T. Carpent , P.E., City Manager Date: °� ,�. 2: �� s:�`, -�P�`��y,, '�,.�� 's ,�'"=�`-"�m :�1- .,. ... t�,. %�, FOR C�NTRACTOR: �''��'�� AhJtJF��A MYERS WITNESS: /', � , , -,, , /. `._-� Signature rj�re�... 1��.� s /� l i � 2--,5�`� Print Name Print Name Date: v �.� Z:� Approved: Approved as to form 8� language 8� for execution. ' .. � � �� . rc z�- �� Department Director � City Attorney e� Date � O�ce of Managernent and Budget Human Resources Docusign Envelope ID:EC5C9615-3560-479E-BA96-48D85AF26E10 Exhibit A Description of Services A City of Miami Beach project in coilaboration with the Miami Beach Visitor and Convention Authority (MBVCA), Na Vacancy is a juried art competition that supparts and celebrates mainly local artists, provakes critical discourse, and encourages the public to experience Miami Beach's famed hotels as temporary art destinations in their own right. No Vacancy 2025 marks the program's sixth edition presenting 12 artists creating site-specific works at 12 iconic Miami Beach hoteis. The installatians will be on view from November 13 through December 20, 2025. Each selected artist or collective will receive a stipend of USD 10,000 to realize their project at a 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 Piaces(AiPP)Committee, Cultural Arts Council (CAG)and MBVCA. The selected artist or collective will be responsible for the following: • Install a complete work of art matching the selected proposal at the designated hotel property by November 12, 2025. • Notify CMB staff should any programming be established in conjunction with the No Vacancy 2025 exhibition. • Share any press releases in conjunction with the No Vacancy 2025 exhibition with CMB staff for review and approval. Andrea Myers "A Soft Pixelation"will utilize hundreds of repurposed donated tee shirts sewn into a pixelated patchwork field for Na Vacancy Miami. The focal color palette and materiality will be evocative of the Miami area and architecture, incorporating a soft pastel palette and neon colors in combination with tee shirts sourced from the area as weil as donated tee shirts from the t-shirt quilt company, Too Cool Quilts. The installation will consist of sewn modufar sections that will be installed site responsively and in collaboration with the chosen venue. The squares of fabric wili be able to conform to the walls and also graw off of surfaces into billowing, draping, puddling moments of pure calor. '` .�1 '�. ��n��w . , �� _ . `:'� 'L� �` '�� ;' �t�� '' � /� ,� �' J� � .�'°`'�Ir6,� � �� F� �l,'�. � �E ��,. �� ' ?� , ."'r � � , � '. �' '��_ j �� . R ,� ,__ . �� i:;r t � � � ��' Docusign Envelope ID:ECSC9B1S3560-479E-BA96-48D85AF26E10 Exhibit B Fee In consideration of the Services to be provided pursuant to this Agreement, the City agrees to pay Contractor 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 City receiving an acceptable and approved invoice from the Contractor. Payments to Contractor shall be made for Work satisfactorily completed in accordance with the following schedule: 1. Payment#1: Ten Thousand Doflars and No Cents ($10,000.00) (which is 100% of the fixed fee) to be paid upon the signing of the contract once the City has received an acceptable and approved invoice from the Contractor. Page 15 of 16 oo�us�a�E��do�io�.Ecscee+s-3srwai9E-enss-asoesnFzsEio Exnibic c Human Traffickinq Affidavit in accordance wiih Section 787.06(13), Florida Statutes,the undersigned,vn behalf of Contractor hereby attests under penalty of perjury that Contractor does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking". 1 understand that I am swearing or a�rming under oath to the truthfulness of the claims made in this affidavit and that the punishment for knowingly making a false statement includes fines and/or imprisonment. The undersigned is authorized to execute this affidavit on behalf of Contractor. CONTRACTOR; ,`� h�r,� �1 � Ye� 260 4� M c_L'� 7 �1 V d I� . G� lc� w� �Ns , v � 43Z� S' (Name) (Address)�— State of D � � � County of � �a h �� The foregoing instrument was acknowlsdged before me by means of� physical presence or O ' online notarization, this �S� day of v��4�� , 2025 by Andrea Myers, known to me to be the person described herein, or who produced D�,'"�� + «^Se as identification, and who did/did not take an oath, NOTARY PUBLIC: i" `'—i" � ` �`*� —J , {Signature) 'a��.` �/,,,,' �. � �Lt�( Y .�."`.�'� n�_ � eQ _ � _ (Print Name) � �� `"'�� = %, �`�4s,..�__._..:�. My commission expires: D7'L2'liiG Page 16 of 16 Docusign Envelope ID:EC5C9615-3560-479E-BA96-48D85AF26E10 MIAMI BEACH �� r �� 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 i�i,H 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 collaboration 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 Beach 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(ICAJ 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 November 13,2025-December 20, November 13,2025-December 20, 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-', 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: EC5C9B15-3560-479E-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 14S Risk Management: Marc Chevalier Fleet&Facilities: N/A �1(, Human Resources: N/A Other: N/A