ICA between the CMB and Jose Mar Docusign Envelope ID:EC5C9B15-3560-479E-BA96-48D85AF26E10
202 �,.- 3 ,3945
, �, ._ -
INDEPENDENT CONTRAGTOR AGREEMENT
�
This Agreement is entered into on this _�._�-?_day of______�__ _ _ __, 2025 between Jose Mar
("Contractor"), and the City of Miami Beach, Florida (the"City'), with an effective starting date of
October 13, 2025,and an end date af December 27, 2025(the"Term"j.
1. Descriqtion of Services.
Gontractor will provide the services described in Exhibit"A" hereto(the"Services"}.
A(thaugh Gontractor may receive a schedule of the available hours to provide its Services, the
Gity shall not control nor have the right to control the hours of the Services performed by the
Gontractor; where the Services are performed (although the City 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 af accomplishing the Services provided. Notwithstanding
the foregoing, all Services provided by the Contractor shall be i� accordance with the terms and
conditions set forth in Exhibit "A" hereto and to the reasonable satisfaction af the City Manager.
�f there are any questions regarding the Services to be performed, Contractor should contact the
following person:
Qanielle Bender
Cultural Affairs Manager
1755 Meridian Avenue, 5th Floor
Miami Beach, FL 33139
DanielteBender@miamibeachfl.gov or(305)673-7577 x26256
2. Fee.
In consideration of the Services to be provided pursuant to this Agreement,the Gity agrees to pay
Contractor a fee, not to exceed the amount of USD 10,Q00.00(the"Fee"),which shall be paid as
described in Exhibit"B"here#o.
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 Contracto�withln 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`"Floar
Miami Beach, FL 33139
Danielie8ender a�miamibeachfl.gav
3. Termination.
This Agreement may be terminated by either party,with or without cause, by giving written nofice
to the other party of such terminatian, which shall become effective upon fourteen (14) days
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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 equai to ali 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 equiry),
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 properry, 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 claims 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 Gontractor 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 shall survive the termination (or earlier expiration) of this Agreement.
Contractor 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 Gity (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 Gity as of the date of the alleged breach. Contractor hereby expresses his/her
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willingness 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 equai to the compensation/fee
to be paid to Contractor pursuant to this Agreement, less any amounts actualiy paid by the City
as of the date of the alleged breach.
Accordingly, and notwithstanding any other term or condition of this Agreement, Contractor
hereby agrees that the City shall not be liable to Contractor for damages in the amount in excess
of the compensation/fee to be paid to Contractor pursuant to this Agreement, less any amounts
actually paid by the City as o#the date of the alleged breach, for any action or claim for breach of
contract arising out of the performance or non-performance of any obligations imposed upon the
Gity 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 Gity's liability as set forth in Section 768.28, Florida Statutes.
6. Notices.
All notices and communications in writing required or permitted hereunder may be delivered
personally to the representatives of the Contractor and the City listed below or may be mailed
by U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally recognized
overnight delivery service.
Until changed by notice in writing, all such notices and communications shall be addressed as
follows:
CONTRAGTOR: Jose Mar
9830 NE 5th Avenue Road
Miami Shores, FL 33138
pepemar2003@yahoo.com
(786}478-1603
CITY: Lissette Garcia Arrogante
City of Miami Beach
Department of Tourism & Culture
1700 Convention Center Drive
Miami Beach, FL 33139
(305) 673-7577
Notice shali be deemed given on the date of an acknowledged receipt, and, in all other cases, on
the date of receipt or refusal.
7. Venue.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of
Florida, both substantive and remediai, without regard to principles of conflict of laws. The
exclusive venue for any litigation arising out of this Agreement shall be Miami-Dade County,
Florida, if in state court, and the U.S. District Court, Southern District of Florida, if in federal court.
BY ENTERING INTO THIS AGREEMENT, CITY AND CONTRACTOR EXPRESSLY WAIVE ANY
RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY �F ANY CIVIL LITIGATION
RE�ATED TO, OR ARISING OUT OF, THIS AGREEMENT.
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8. Dutv of CareJCompliance with Applicable Laws/Conflict of Interest.
With respect to the performance of the Services contemplated herein, Contractor shail exercise
that degree of skill, care, efficiency, and diligence normally exercised by reasonable persons
and/or recognized professionais with respect to the performance of comparable services.
In its performance of the Services, Contractor shall comply with ali 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
governed by all applicabie Miami-Dade County Conflict of Interest Ordinances and ethics
provisions, as set forth in the Miami-Dade County Gode, and as may be amended from time to
time; and by the City of Miami Beach Charter and Code, as may be amended from time to time,
both of which are incorporated herein by referenced, as if fully set forth herein. Contractor shall
comply with all applicable state and federal laws and City policies and procedures governing
the use and/or safe-keeping af confidential, highiy sensitive, and/or personally identifiable or
protected health information (as may be defined by state or federal law), including but not limited
to the City's Administrative Order No. IT.01.01 — 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 of 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 exc�ude from
participation in, deny the benefits of, or subject to discrimination anyone on the grounds of race,
color, national origin, sex, age, disability, religion, income or family status.
Additionalfy, Contractor shall comply with City of Miami Beach Human Rights Ordinance,
codified in Chapter 62 of the City Gode, as may be amended from time to time, prohibiting
discrimination in employment (including independent contractors), housing, public
accommodations, public services, and in connection with its membership or policies because of
actual or perceived race, color, national origin, religion, sex, intersexuality, gender identity,
sexual orientation, marital and familial status, age, disability, ancestry, height, weight, hair
texture and/or hairstyle, domestic partner status, labor organization membership, familial
situation, and political affiliation.
10. Florida Public Records Law.
(A) Contractor shall comply with Florida Public Records 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, books, tapes, photographs, films, sound
recordings, data processing soffinrare, or other material, regardless of the physical form,
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charaeteristics, 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 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 Gity to perform the service;
(2) Upon request from the City's custodian of public records, provide the City with a
copy of the requested records or allow the records to be inspected or copied within
a reasonable time at a cost that does not exceed the cost provided in Chapter 119,
Florida Statutes or as otherwise provided by law;
{3) Ensure that public records that are exempt or confidential and exempt from public
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 Cantractor does not transfer the records to the City;
(4) Upon completion af the Agreement, transfer, at no cost to the City, all public
records in possession of the Contractor or keep and maintain public records
required by the City ta perform the service. If the Contractor transfers all public
records to the City upon completion of the Agreement, the Contractor shail 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 completion of the Agreement,the Contractor shall meet all applicable
requirements for retaining public records. All records stored electronically must be
provided to the City, upon request from the City's custodian of public records, in a
format that is compatible with the information technology systems of the City.
(D) REQUEST FOR REGORDS; NONCOMPLIANCE.
(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 Gity 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 contract 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 Gontractor.
(2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of
pubiic records and to the Contractor at the Contractor's address listed on its
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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 natice is sent is not liable for the reasonable costs of enforcement.
�F� IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, OR AS
TQ THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, C�NTACT THE CUSTODIAN
OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: CITY GLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO(a�MIAMIBEACHFL.GOV
PHONE: 305-673-7411
11. Ownership of Documents/Patents and Copyrights.
Any and ail documents prepared by Contractor 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, shali 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
Gontractor (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. Liabiiitv for Rent, Supplies, Equipment, Etc.
Contractor shall provide all funds necessary to pay all debts, disbursements, and expenses
incurred in connection with its performance of the Services hereunder and shall not be entitled
to any reimbursement from the City unless otherwise agreed to by the City. It wifl 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.
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13. Liabilitv for Sub-contractors.
Contractor shall be liable for its Services, responsibilities and liabilities under this Agreement
and the casts, services, responsibilities, and liabilities of any sub-cantractors (if any), and any
other person or entity acting under the direction or control of Cantractor(if any). In this regard,
Contractor must furnish the City with all information relating to the sub-contractors which is
requested by the Gity. When the term"Contractor" is used in this Agreement, it shall be deemed
to include any sub-contractors(if any)and/or any ather person or entity acting under the direction
or control of Gontractor (if any). AI{ sub-contractors (if any) must be disclosed in writing to the
City prior to their engagement by Contractor.
14. lndependent ContractorlNo Joint Venture.
THIS AGREEMENT SHALL NOT CONSTITUTE OR MAKE THE PARTIES A PARTNERSHIP
OR JOINT VENTURE. FOR THE PURPOSES OF THIS AGREEMENT, THE C�NTRACTOR
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 QRDINANCE OF THE CITY,OR ANY RIGHT GENERALLY
AFFORDED CLASSIFIED �R 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 QR
ACCUMULATION OF SICK OR ANNUAL LEAVE.
The Contractor shall be the sole party responsible for any and all employment taxes,
unemployment compensation taxes or insurance, social security taxes, or other taxes, insurance
payments, or otherwise whether levied by any country Qr any political subdivision thereof. The
Contractar 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 ar 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, or as other than a free agent with respect to the City. The Contractor is not granted, shall
not have, and acknowledges the absence of any right or authority to assume or create any
obligations or responsibility, express or implied, on behalf of or in the name of the City or to bind
the latter in any matter or thing whatsoever.
15. Intentionally omitted.
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16. Force Maieure.
(A) A "Force Majeure" event is an event that (i) in fact causes a delay in the performance of
the Contractor or the City's obligations under the Agreement, and (ii) is beyond the
reasanable control of such party unable to perform the obligation, and (iii) is not due to an
intentional act, error, omission, or negligence of such party, and (iv) could not have
reasonably been foreseen and prepared for by such party at any time prior to the
occurrence of the event. Subject to the foregoing criteria, Force Majeure may include
events such as war, civil insurrection, riot, fires, epidemics, pandemics, terrorism,
sabotage, explosions, embargo restrictions, quarantine restrictions, transportation
accidents, strikes, strong hurricanes ar tornadoes, earthquakes, or other acts of God
which prevent performance. Force Majeure shall not include technologicai impossibi�ity,
inclement weather, or failure to secure any of the required permits pursuant to the
Agreement.
(B) if the City or Contractor's performance of its contractual obligations is prevented or
delayed by an event believed by to be Force Majeure, such party shali immediately, upon
learning of the occurrence of the event or of the commencement of any such delay, but in
any case within fifteen (15} business days thereof, provide notice: (i) of the occurrence of
event of Force 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 timety delivery of the notice of the occurrence of a Force Majeure event
is a condition precedent to allowance of any relief pursuant ta this section; however,
receipt of such notice shall not constitute acceptance that Ehe 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 shail be on the requesting party.
(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 shali use its reasonable best efforts to continue to
perform its obligations hereunder to the extent such obligations are not affected or are
only partially affected by the Force Majeure event, and to correct or cure the event or
condition excusing performance and otherwise to remedy its inabi{ity to perform to the
extent its inability to perform is the direct result of the Force Majeure event with all
reasonable dispatch.
(D) Obligations pursuant to the Agreement that arose before the occurrence of a Force
Majeure event, causing the suspension of performance, shall not be excused as a result
of such occurrence unless such occurrence makes such performance not reasonably
possible. The obiigation 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
Foree Majeure provisions.
(E) Notwithstanding any other provision to the contrary herein, in the event of a Force Majeure
occurrence, the City may, at the sole discretion of the City Manager, suspend the City's
payment obligations under the Agreement,and may take such action withaut 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
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(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; following which the City
shall be discharged from any and all liabilities, duties, and terms arising out of, or by virtue
of, this Agreement. In no event will any condition of Force Majeure extend this Agreement
beyond its stated Term.
17. Assiqnment.
Contractor shall not assign all or any portian 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 Insqection Records.
Contractor shall permit the authorized representatives of the City to inspect and audit all data and
recards 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 all his/her subcontracts hereunder a provision to 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 Ri�hts.
(A) Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has established
the Office of the Inspector General which may,on a random basis, perform reviews,audits,
inspections, and investigations on all City contracts, throughout the duration of said
contracts. This random audit is separate and distinct from any other audit performed by
or on behalf of the City.
(B) The 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, City staff and elected afficials to ensure compliance with the contract documents
and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, the City
is allocating a percentage of its overall annual contract expenditures to fund the activities
and operations of the Office of Inspector General.
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(C} Upon ten (10) days written notice to the Contractor, the Contractor shall make ail
requested records 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 activities, performance and procurement process including but not limited to
project design, bid specifications, (bidlproposal) submittals, activities of the Contractor, its
officers, agents and empioyees, lobbyists, City staff and elected officials to ensure
compliance with the contract documents and to detect fraud and corruption.
(D) The Inspector General shall have the right to inspect and copy all documents and records
in the Contractor's possession, custody or controi which in the Inspector General's sole
judgment, pertain to performance of the contract, including, but not limited to original
estimate files, change order estimate files, worksheets, proposals and agreements from
and with successful subcontractors and suppliers, all project-related correspondence,
memoranda, instructions, financial documents, construction documents, (bid/proposai)
and contract documents, back-change documents, all 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 records.
(E) The Contractor shall make available at its office at all reasonabie times the records,
materials, and other evidence regarding the acquisition(bid preparation)and performance
of this Agreement, for examination, audit, or reproduction, until three (3) years after final
payment under this Agreement or for any longer period required by statute or by 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 Contractor shall make available records relating to appeals or to litigation or
the settlement of claims arising under or relating to this Agreement until such
appeals, litigation, or claims are finally resolved.
(F) The provisions in this section shall apply to the Contractor, its officers, agents, employees,
subcontractors, and suppliers. The Contractor shall incorporate the provisions in this
section in all subcontracts and all other agreements executed by the Contractor in
connection with the performance of this Agreement.
(G) Nothing in this section shall impair any independent right to the City to conduct audits or
investigative activities. The provisions of this section are neither intended nor shall they
be construed to impose any liability on the City by the Gontractor or third parties.
20. E-Verify
(A) To the extent that Gontractor provides labor, supplies, or services under this Agreement,
Contractor shall comply with Section 448.095, Florida Statutes, "Employment Eligibility"
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("E-Verify Statute"}, as may be amended from time to time. Pursuant to the E-Verify
Statute, commencing on January 1, 2021, Contractor shall register with and use the E-
Verify system to verify the work authorization status of all newly hired employees during
the Term of the Agreement. Additionally, Contractor shall expressly require any
subcontractor performing work or providing services pursuant to the Agreement to likewise
utilize the U.S. Department of Homeland Security's E-Verify system to verify the
employment eligibility of ali 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 empfoy, 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 Gontractor.
(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 promptiy 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 City to terminate this Agreement for cause.
(3) A contract terminated under the foregoing Subsection (B)(1) or (B)(2� is not in
breach of contract and may not be considered as such.
(4) The City or Contractor or a subcontractor may file an action with the Circuit or
County Court to challenge a termination under the foregoing Subsection (B)(1) or
(B)(2) no later than 20 calendar days after the date on which the contract was
terminated.
(5} If the City terminates the Agreement with 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 Traffickinq Laws.
Contractor agrees to comply with Section 787.06, Florida Statutes, as may be amended from time
to time, and has executed the Ce�tification of Compliance with Anti-Human Trafficking Laws, as
required by Section 787.06(13), Florida Statutes, a copy of which is attached hereto as Exhibit
«C„
22. Prahibition on Contractinq with an Individual or Entitv Which Has Performed
Services for Compensation to a Candidate for Citv Elected Office.
Contractor warrants and represents that, within two(2}years prior to the effective date,Contractor
has not received compensation for services performed for a candidate for Cify elected office, as
contemplated by the prohibitions and exceptions of Section 2-379 of the City Code.
Page 11 of 16
Docusign Envelope ID:EC5C9B15-3560-479E-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 pravides services to a candidate for office if those same
services are regulariy 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 internet service providers, printing companies, event
venues, restaurants, caterers, transportation providers, and office supply vendors.
(c) Any individual or entity which performs licensed professional services (including for
example, legal or accounting services).
23. Waiver of Breach.
A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of 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 Rgreement.
24. Severance.
In the event this Agreement or a portion of this Agreement is found by a court of competent
jurisdiction to be invalid, the remaining provisions shall continue to be effective unless City elects
to terminate this Agreement.
25. Joint Preqaration.
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 ofjudicial construction, be construed more severely against
one of the parties than the other.
26. Mutual cooperation.
Contractor recognizes that the performance of this Agreement is essential to the provision of vital
public services and the accomplishment of the stated goals and mission of the City. Therefore,
the Contractor shall be responsible to maintain a cooperative and good faith attitude in all relations
with the City and shall actively foster a public image of mutual benefit to both parties. The
Contractor shall not make any statements or take any actions detrimental to this effort.
27. Entire Aqreement.
This writing and any exhibits 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 FOLLOWJ
Page 12 of 16
Docusign Envelope ID:EC5C9615-3560-479E-BA96-48D85AF26E10
lN WITNESS WHEREOF. the parties hereto have caused these presents to be executed
by the respective officials thereunto duly authorized, this date and year first above written.
FOR CITY: GITY OF MIAMI BEACH, FLORIDA
ATTEST:
r �. �i
By; ''i;�_. ;�, --
Rafael E Gra ado, City Cierk Eric T. Carpenter, .E., City Manager
_-�r;ni.�s;;�=��,�,
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Date: _ �`�''�
�IINCORP�ORATED.' =
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FOR CONTRACTOR: ' �;������E MAR
W17NESS: �'�
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_ ______ _
Si nature
,
� �� � C���fi I I� J c..��.�. �v � ����
Print Name Print Name
Date: ��: � '�
Approved: Approved as to form & language&
for execution.
f
� ----- , -_.____ ___- �,i�?��i�.4-�a��`-r (� E-��s
epartment Director �City Attorney e� Date
r
Office of Management and Budget
----__ __._w____._____ _.____�_
Human Resources
Docusign Envelope ID:ECSC9615-3560-479E-BA96-48D85AF26E10
Exhibit A
Description of Services
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
loeal artists, provokes 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
hotels. The installations will be on view from November 13 through December 20, 2025.
Each selected artist or collective will receive a stipend of USD 10,OOQ 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 Places(AiPP)Committee, Cultural Arts
Council (CAC) and MBVCA.
The selected artist or collective wifl be responsible for the following:
• Install a complete work of art matching the selected proposal at the designated hotel
property by Navember 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.
"Pepe Mar: My Miami" is an immersive installation by Miami-based artist Pepe Mar. The
installation excavates the entirety of his praetice; the artist collages and assembles images of
artifacts, South Beach ephemera and his personal archive to create a self-portrait. These have
been reconstructed digitally and printed onto "fabric paintings," a new direction in the artisYs
practice. The paintings are created by cutting, staining, sewing and appliqueing printed fabric to
create enormous compositions that make up the walls of the space. The sculptural works he is
self-referencing are featured as images flattened onto the fabric, while new works extend out of
the fabric into combine-like forms.
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Docusign Envelope ID:EC5C9615-3560-479E-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 shali be made for Work satisfactorily completed in accordance with the
following schedule:
1. Payment#1: Ten Thousand Dollars 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
Docusign Envelope ID:EC5C9B15-3560-479E-BA96-48D85AF26E10
Exhibit C
Human Tra�ckinq A�davit
In accordance with Section 787.06(13�,Florida Statutes,the undersigned,on behalf of Contractor
hereby attests under penalty of perjury that Gantractor does not use coercion for labor or services
as defined in Section 787.06, Florida Statutes, entitied "Ftuman Trafficking".
t understand that I am swearing or affirming under aath to the truthfulness of the claims made in
this affidavit and that the punishment for knowingfy making a faise statement includes fines and(or
imprisanment.
The undersigned is authorized to execute this a�davit Qn behaff of Contracto�.
CONTRACTOR:
��S e I� �c�- ����� /��'' . �-#�' ,�,,.e 1Z.c�
_____._�_ _____ �, ��.�.1• ,� l,x ;�r ,�� 3 I 3�
(Narne) � (Address}
Stateof ��Ot�a�
County af �'�,n✓a, -��,,,�+r�
The foregoing instrument was acknowfedged before me by means of,�physical presence or ❑
online notarization, this �_day of �C%�U tJer" , �025 by Jose Mar, known to me
to be the person described herein, or who produced F� �,r, ✓c. ��.e�4r as
identification, and who did/did not take an oath.
NC?TARY PUB e: �
�SIt�nBtUf@ Notary Public State o(Florida
i � � �, I � Lu�s Javier LavaiVe
WI`i �tl���P r ��V�,,\/.• IIN My1iH�8876sion
(Print Name} Exp. virzo26
My commission expires: b i � o- t,
Page 16 of 16
Docusign Envelope ID:EC5C9615-3560-479E-BA96-48D85AF26E10
M I A M I B E AC H �� -���� ������i�
N�q 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�HH
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 hoteis 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 Piaces
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
November 13,2025-December 20, November 13,2025-December 20,
N/A 2025
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:ECSC9615-3560-479E-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
[l�S
Risk Management: Marc Chevalier -o= Fleet&Facilities: N/A
fl�(,
Human Resources: N/A Other: N/A