HomeMy WebLinkAboutProfessional Services Agreement between CMB & AM SWIM, LLC.Docusign Envelope ID: E6rDF306 1094813D-909hEMU33593"
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AMENDMENT NO.1
TO THE PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA
AND
AB SWIM, LLC
This Amendment No. i (the 'Amendmenr) to the Professional Services Agreement (the
'Agreement'), dated December 15, 2025 by and between the CITY OF MIAMI BEACH,
FLORIDA, a Florida municipal corporation, having its principal office at 1700 Convention Center
Drive, Miami Beach, Florida 33139, (the "City') and AB SWIM, LLC, a Florida limited liability,
company, having its principal office at 12822 NW 23rd Place, Miami, Florida 33167, ('Contractor')
is entered into this 23rd _ day of January_ ___._, 2026 ('Effective Date').
WITNESSETH:
WHEREAS, the City and Contractor executed the Agreement to administer swim team
programming;
WHEREAS, in order to complete the Services during the Term, an amendment to the
Agreement Is necessary to increase the Fee from an amount not to exceed $100,000.00 to an
amount not to exceed $150,000.00, which shall be paid as described in Exhibit B to the
Agreement; and
WHEREAS, on December 17, 2025, the Mayor and City Commission adopted Resolution
No. 2025-33996 authorizing the City to tnaesse the Fee by $50,000.00 to an amount not to
exceed $150,000.00.
NOW, THEREFORE, in consideration of the mutual promises, covenants, agreements,
terms, and conditions herein contained, and other good and valuable consideration, the
sufficiency and adequacy of which are hereby acknowledged, the parties agree as follows:
1. ABOVE RECITALS. The above recitals are true and correct and are incorporated as part of
this Amendment.
2. MODIFICATIONS. The Agreement is hereby amended (deleted items struck through and
inserted Items underlined) as follows:
a. Section 4.1 of the Agreement is hereby amended to read as follows.
4.1 In consideration of the Services to be provided, the Contractor shall retain
70% of all fees collected by the Contractor from the program participants (the
"Fee'). On or before the 201h day of each following month, the Contractor shall pay
to the City 30%of all fees collected by the Contractor from the program participants
in the month prior. Each month, along with payment, the Contractor shall provide
the City with the prior month's rosters, which will include each participant residency
information, and proof of Individual payments. In no event shall the cumulative Fee
retained by Contractor exceed $100,000,00 $150 000.00.
3. RATIFICATION. Except as amended herein, all other terms and conditions of the
Agreement shall remain unchanged and in full force and effect.
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IN WITNESS WHEREOF, the City and the Contractor have executed this Amendment
No.1 to the Agreement as of the day and year first written above by their duly authorized
representatives.
ATTEST: CITY OF MIAMI BEACH
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1123202616:19 PM EST _
Date
ATTEST: AB SWIM, LLC
By. __—
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Print Name Print Name and Title
Dale
Page 2 of 2
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
Al —
yl City At amey Dale
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RESOLUTION NO. 2025-33996
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, (1) ACCEPTING THE WRITTEN
RECOMMENDATION OF THE CITY MANAGER AND WAIVING, BY 517T" VOTE,
THE FORMAL COMPETITIVE BIDDING REQUIREMENT AS PERMITTED IN
SECTION 2-367(E) OF THE CITY CODE, FINDING SUCH WAIVER TO BE IN
THE BEST INTEREST OF THE CITY; (II) APPROVING, IN SUBSTANTIAL
FORM, AMENDMENT NO. 1 TO THE FISCAL YEAR 2026 PROFESSIONAL
SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND AB
SWIM, LLC, SAID AMENDMENT INCREASING CONTRACTOR'S FEE BY
$50,000, FROM A NOT TO EXCEED TOTAL FEE OF $100,000 TO A NOT TO
EXCEED TOTAL FEE OF $150,000; AND (III) AUTHORIZING THE CITY
MANAGER AND CITY CLERK TO EXECUTE SAID AMENDMENT.
WHEREAS, in October 2021, the City entered into a Professional Services Agreement
with Swim Gym LLC for Swim Team Programming pursuant to a Request for Letters of Interest
(RFLI 2021-212-JA); and
WHEREAS, on May 21, 2024, Swim Gym LLC advised the City of its desire to terminate
its agreement with the City; and
WHEREAS, in order to keep the established program running, the City entered into an
Independent Contractor Agreement with Alfredo Eduardo Rios Bracho, an existing swim coach
for Swim Gym LLC who expressed interest in continuing to work with the program; and
WHEREAS, in Fiscal Year 2025, Mr. Rios Bracho established his own business, AS Swim,
LLC ('Contractor"), and the City entered into a Professional Services Agreement for competitive
swim team programming with Contractor (the "PSA"); and
WHEREAS, the fee structure in the PSA delineates that Contractor is responsible for
registering the participants into the program and collecting payment for the program; and
WHEREAS, per the PSA, Contractor retains 70% of participant fees it collects from the
program participants, up to a cap of $100,000, and disburses to the City the remaining 30% of
the participant fees; and
WHEREAS, the success of the program has necessitated increasing Contractor's
retainage cap from $100,000 to $150,000, to allow Contractor to register and service more
children in the program; and
WHEREAS, Section 2-366 of the City Code requires a formal bid when the value of a
contract is in excess of the formal bid threshold for goods and services currently established at
$100,000; and
WHEREAS, Section 2-367(e) of the City Code authorizes the City Commission to waive
the aforementioned competitive bidding requirements upon the written recommendation of the
City Manager if the City Commission finds such waiver to be in the best interest of the City; and
WHEREAS, based on the success of the swim team program, and to allow for program
stability, uninterrupted services, and increased participation, the City Manager recommends that
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the City Commission (i) waive the competitive bidding requirement, (ii) approve Amendment No.
1 to the PSA, attached to the City Commission Memorandum accompanying this Resolution,
increasing the Contractors total retainage for Fiscal Year 2026 from $100,000 to $150,000, and
(in) authorize the City Manager and City Clerk to execute the finalized amendment.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby (i) accept the written recommendation of the City Manager and waive, by
51r vote, the formal competitive bidding requirement as permitted in Section 2-367(e) of the City
Code, finding such waiver to be in the best interest of the City; (it) approve, in substantial forth,
Amendment No. 1 to the Fiscal Year 2026 Professional Services Agreement between the City of
Miami Beach and AS Swim, LLC, said amendment increasing Contractor's Fee by $50,000, from
a not to exceed total fee of $100,000 to a not to exceed total fee of $150,000; and (iii) authorize
the City Manager and City Clerk to execute said amendment.
PASSED and ADOPTED this day of Dlu« 2025.
wl_
Steven Meiner, Mayor
ATTEST:
DEC 2 2 2025
Rafael E. Gtanado, City Clerk
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
1-Z )OI 21DZj
City y KV Date
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Resolutions - C7 AG
MIAMI BEACH
COMMISSION MEMORANDUM
TO Honorable Mayor and Members of the City Commission
FROM: Eric Carpenter, City Manager
DATE: December 17, 2025
TITLE: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, (1) ACCEPTING THE WRITTEN RECOMMENDATION
OF THE CITY MANAGER AND WAIVING, BY 51TTH VOTE. THE FORMAL
COMPETITIVE BIDDING REQUIREMENT AS PERMITTED IN SECTION 2-367(E)
OF THE CITY CODE, FINDING SUCH WAIVER TO BE IN THE BEST INTEREST
OF THE CITY; (11) APPROVING, IN SUBSTANTIAL FORM, AMENDMENT NO. 1 TO
THE FISCAL YEAR 2026 PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF MIAMI BEACH AND AB SWIM. LLC. SAID AMENDMENT
INCREASING CONTRACTOR'S FEE BY $50,000. FROM A NOT TO EXCEED
TOTAL FEE OF $100,000 TO A NOT TO EXCEED TOTAL FEE OF $150,000: AND
(III) AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE SAID
AMENDMENT.
RECOMMENDATION
The Administration supports increasing Section 4 of the Professional Services Agreement
between the City of Miami Beach and AB Swim, LLC entitled "Fee" for Fiscal Year 2026 and all
subsequent fiscal years that the program is offered by the Parks and Recreation Department from
$100.000 to a not to exceed amount of $150.000. This increase reflects a revenue -sharing
arrangement. The Administration further recommends waiving the formal competitive bidding
requirement, finding such waiver to be in the best interest of the city as this contractor has been
the established vendor providing competitive swim team services for the city since the summer of
2024. (Exhibit A)
In October of 2021 the City entered into a Professional Services Agreement with Swim Gym LLC
pursuant to a Request for Letters of Interest (RFLI) issued by the City's Procurement Department
on 2021-212-JA Swim Team Programming. On May 21, 2024, Swim Gym LLC advised the City
that it was no longer able to provide services and asked to terminate their agreement with the
City. The termination was executed by the City on May 23, 2024.
In order to keep the established program running providing for continuity of services, the City
initiated an Independent Contractor Agreement with Alfredo Eduardo Rios Bracho who was an
existing coach for Swim Gym and who expressed interest in wanting to continue to work with
coaching the children on the team. (Exhibit B).
In Fiscal Year 2025, Mr. Rios Bracho established his own business (AB Swim, LLC) and the City
entered into a Professional Services Agreement for competitive swim team programming to again
maintain the continuity of the program with an established swim coach that had built rapport and
connection with the swim team children and parents. The fee structure of the agreement
delineates that the contractor is responsible for registering the participants into the program and
collecting payment for the program as established per the following:
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Participant Fee Per Monthly Session:
o Miami Beach Residents: $160.00 (2 times per week)
o Non -Residents: $200 (2 times per week)
• Participant Fee per Monthly Session.
Miami Beach Residents. $180 (3 times per week + 2 dry land practices)
Non- Residents: $225 (3 times per week + 2 dry land practices)
• Participant Fee per Monthly Session:
z. Miami Beach Residents: $200 (5-8 times per week + 2 dry land practices)
Non- Residents: $250 (5-8 times per week + 2 dry land practices)
Contractor retains 70 % of participant fees collected with the City receiving 30 % of the revenue
collected by the contractor from programming fees. Items that do not have a revenue split include:
• Uniforms: team bathing suits, caps, sweats, towels and sport bag
• Equipment required: goggles, mesh bag, paddles, fins, kickboard and frontal snorkel
• USA Swimming registration fee 2025-2026: $90
ANALYSIS
To date the program has 72 children enrolled with programming taking place Monday -Saturday
at the Scott Rakow Youth Center Pool The success of the program has necessitated increasing
the total sum of the contractor's fee to $150,000. Section 2-366 of the City Code requires City
Commission approval when the value is in excess of the formal bid threshold for goods and
services currently established at $100,000. Increasing the contractor's threshold to $150,000
allows the contractor to be able to register and service more children in the program subject to
space limitations. The Administration recommends executing an amendment to the agreement
increasing the contractor fee by $50,000 from a not to exceed total fee of $100,000 to a not to
exceed fee of $150,000 subject to funding appropriation and approval during the City annual
budget process. Additionally, the Administration further recommends waiving the formal
competitive bidding requirement, finding such waiver to be in the best interest of the dry.
FISCAL IMPACT STATEMENT
N/A
Does this Ordinance require a Business Impact Estimate?
(FOR ORDINANCES ONLY)
If applicable, the Business Impact Estimate (BIE) was published on:
See BIE at: https�//www.miamibeachfl.govicity-hallicityzleridm"ting- otices/
FINANCIAL INFORMATION
NIA
CONCLUSION
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The success of the Swim Team program requires increasing the contractor fee to $150.000 in
order to be able to accommodate more children in the program (subject to space limitations) as
the Contractor is at the cusp of reaching his current not to exceed amount of $100,000, It is further
recommended to also waive, by 517'" vote, the formal competitive bidding requirement in Section
2-367(e) of the City Code, finding such waiver to be in the best interest of the city to allow for
program stability and uninterrupted service.
Attachments:
Exhibit A - FY 26 PSA AB Swim
Exhibit B - ICA Alfredo Rios Bracho
Applicable Area
Middle Beach
Is this a "Residents Riahl to Know" item, Is this item related to a G.O. Bond
pursuant to City Code Section 2-177 Project?
Yes
i!D
Was this Agenda Item initially requested by a lobbyist which as defined in Code Sec 2-"1
includes a Principal enaaaed in lobbying? No
If so, specify the name of lobbyist(s) and principal(sy.
Department
Parks and Recreation
SPonsor(sl
Co-sponsor(sl
Condensed Title
Approve PSA w/ AB Swim. Increase Contractors Fee/Waive Bidding. PKS 517
Previous Action (For City Clerk Use Only)
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PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH
AND
AS SWIM, LLC FOR
COMPETITIVE SWIM TEAM PROGRAMMING
This Professional Services Agreement ('Agreement') is entered into this day of
. 20 ("Effective Date'), between the CITY OF MIAMI BEACH, FLORIDA.
a municipal corporation organized and existing under the IaWa of the State of Florida, having its
principal offices at 1700 Convention Center Drive, Miarni A , , Florida, 33139 (the "City"). and
AS SWIM, LLC, a Florida limited liability company, whose address is 12822 NW 23 PL MIAMI
FL 33167 ("Contractor").
SECTION 1
DEFINITIONS
Agreement' This Agreement between the City and Contractor, includtng any exhibits
and amendment tbeveto.
City Manager: The chief administative o1Roe of the CRy.
City Manager's
Designee: The City sft f membe. aft is desipnated by the City Manager to
ellninister pY AgreemilK on behaff of the City. The City Manager's
deafjaee sled be the Parlisand Recreation Department Director.
Contractor: For the proposes of *& Agreement, Contractor shall be deemed to be an
knlependerd contractor, and not an agent or employee of the City.
Services: All services, work and actions by the Contractor performed or undertaken
pursuant to the Agreement.
Fee: Amount peld to the Contractor as compensation for Services.
Risk Manager The Risk Manager of the City, with offices at 1700 Convention Center
Drive, Third Floor, Miami Beach, Florida 33139: telephone number (305)
673-7000, Ext. 6435; and fax number (305) 673-7023.
SECTION 2
SCOPE OF SERVICES
2.1 In consideration of the Fee to be paid to Contractor by the City, Contractor shall provide
the work and services described in Exhibit "A" hereto (the "Services").
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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 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 of accomplishing the Services provided.
Notwithstanding the foregoing, all Services provided by the Contractor shall be performed in
accordance with the terms and conditions set forth in Exhibit 'A' 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:
Kryslle Cintas
Aquatics Coordinslor
1701 Meridian Avwrus, Suite 401
Miami Bead► FL 33139
KrystleCinesillikelamibeach0. oov
2.2 Contractor's Services, and any deliverables incident thereto, shall be completed in
accordance with the timeline and/or schedule in Exhibit W hereto.
SECTK M 3
TERM
The term of this Agreement ('Term') shall comity October 1, 2025 (the Effective Date set
forth on p. 1 hereof), and end on September 30, 2026.
Notwithstanding the Term provided herein, Contracbr shall adhere to any specific timelines,
schedules, dates. ardfor performance milestones for completion and delivery of the Services,
as same is/are set forth in the timeline and/or schedule referenced in Exhibit A hereto.
SECTION 4
fu
4.1 In consideration M the Services to be provided, the Contractor shall pay the City 30% of all
fees collected by the Contractor from the program participants on the 20' of the following month
services were rendered The Contractor shall retain 70% of the fees collected, in the amount not
to exceed $100,000.00
4.2 INTENTIONALLY OMITTED
4.3 INTENTIONALLY OMITTED
4A INTENTIONALLY OMITTED
SECTION 5
TERMINATION
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5.1 TERMINATION FOR CAUSE
If the Contracto: shall fail to fulfill in a timely manner, or otherwise violates, any of the
covenants, agreements, or stipulations material to this Agreement, the City, through its City
Manager, snail thereupon have the right to terminate this Agreement for cause. Prior to
exercising its option to terminate for cause, the City shall notify the Contractor of its violation of
the particular term(s) of this Agreement, and shall grant Contractor ten (10) days to cure such
default. If such default remains uncured after ten (10) days, the City may terminate this
Agreement without further notice to Contractor. Upon Iwnination, the City shall be fully
discharged from any and all liabilities, duties, and leaps wising out of, or by virtue of, this
Agreement.
Notwithstanding the above, the Contractor shad not be relieved of liability to the City for
damages sustained by the City for any breach dthe Agreement by the Contractor. The City, at
its sole option and discretion, shall be entitled b bring any and all legal/equitable actions that it
deems to be in its best interest in order to aiAorce the City's rights and remedies against
Contractor. The City shall be entitled to recover ed costs of such actions, including reasonable
attorneys' fees.
5.2 TERMINATION FOR CONVENIENCE OF THE CITY
THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS
CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY
TIME DURING THE TERM BY GIVING WRITTEN NOTICE TO CONTRACTOR OF
SUCH TERMINATION: WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30)
DAYS FOLLOWING RECEIPT BY THE CONTRACTOR OF SUCH NOTICE.
ADDITIONALLY. IN THE EVENT OF A PUBLIC HEALTH, WELFARE OR SAFETY
CONCERN, AS DETERMINED BY THE CITY MANAGER. IN THE CITY MANAGER'S
SOLE DISCRETION. THE CITY MANAGER, PURSUANT TO A VERBAL OR
WRITTEN NOTIFICATION TO CONTRACTOR. MAY IMMEDIATELY SUSPEND THE
SERVICES UNDER THIS AGREEMENT FOR A TIME CERTAIN, OR IN THE
ALTERNATIVE, TERMINATE THIS AGREEMENT ON A GIVEN DATE. IF THE
AGREEMENT IS TERMINATED FOR CONVENIENCE BY THE CITY, 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,
5.3 TERMINATION FOR INSOLVENCY
The City also reserves the right to terminate the Agreement in the event the Contractor is
placed either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of
creditors. In such event, the right and obligations for the parties shall be the same as provided
for in Section 5.2.
SECTION 6
INDEMNIFICATION AND INSURANCE REQUIREMENTS
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6.1 INDEMNIFICATION
Contractor agrees to indemnify, defend and hold harmless the City of Miami Beach and its
officers, employees, agents, and contract—z. from and against any and all actions (whether at
law or in equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys'
fees and costs, for personal, economic or bodily injury, wrongful death, loss of or damage to
property, which may arise or be alleged to have arisen from the negligent acts. errors.
omissions or other wrongful conduct of the Contractor, its officers, employees, agents,
contractors, or any other person or entity acting under Conbactor's control or supervision, in
connection with, related to, or as a result of the Conlrader's performance of the Services
pursuant to this Agreement. To that extent, the Contractor shall pay all such claims and losses
and shall pay all such costs and judgments which may Issue from any lawsuit arising from such
claims and losses, and shall pay all costs and attorneys' fees expended by the City in the
defense of such claims and losses, including appeals. The Contactor expressly understands
and agrees that any insurance protection requted by this Agreement or otherwise provided by
the Contractor shall in no way limit the Conllaslor's responsibility to iridernnify, keep and save
harmless and defend the City or its officers, employees, agents and instrumentalities as herein
provided.
The parties agree that one perewR (1%) of the total compensation to Contractor for
performance of the Services under this Agreement is the speck consideration from the City to
the Contractor for the Contractor's indemnity agreement. The provisions of this Section 6.1 and
of this indemnification shall survive termination or expiration of like Agreement.
6.2 INSURANCE REQUIREMENTS
The Contractor shall maintain and carry in full force during the Term, the following insurance.
1. Contractor General Liability, in the amount of $1.000,000,
2. Workem Compensation & Employers Liability, as required pursuant to Florida Statutes:
3. Professional Liability, in the amount of $1.000,
The insurance must be furnished by insurance companies authorized to do business in the
State of Florida. All insurance policies must be issued by companies rated no less than "A-" as
to management and not less then -Class VI" as to strength by the latest edition of Best's
Insurance Guide, published by A.M. Best Company.
Timely renewal certificales wia be provided to the City as coverage renews. The insurance
certificates for General Liability shall include the City as an additional insured and shall contain
a waiver of subrogation endorsement. Contractor's insurance shall be primary and not
contributory for direct claims arising out of the Agreement under the Commercial General
Liability policy. If the Professional Liability coverage is provided on a claims made basis, then
such insurance shall continue for (3) years following the expiration or termination of the
Agreement.
Original certificates of insurance must be submitted to the City's Risk Manager for approval
(prior to any work and/or services commencing) and will be kept on file in the Office of the Risk
Manager. The City shall have the right to obtain from the Contractor specimen copies of the
insurance policies in the event that submitted certificates of insurance are inadequate to
ascertain compliance with required coverage.
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The Contractor is also solely responsible for obtaining and submitting all insurance certificates
for any sub -Contractors.
Compliance with the foregoing requirements shell not relieve the Contractor of the liabilities and
obligations under this section or under any other portion of this Agreement.
The Contractor shall not commence any work and or services pursuant to this Agreement until
all insurance required under this section has been obtained and such insurance has been
approved by the City s Risk Manager.
SECTION 7
LITIGATION JURISDICTIONIVENUE/JURY TIDAL WAIVER
This Agreement shall be construed in accordance with the laws of ate State of Florida. This
Agreement shall be enforceable in Miami -Dade County, Florida, and if legal action is necessary
by either party with respect to the enforcement of any or ag of the terms or conditions herein,
exclusive venue for the enforcement of same shag W to Miami -Dade County, Florida. By
entering into this Agreement, Contractor and the City expressly waive any rights either party
may have to a trial by jury of any civil Ration related to or arising out of this Agreement.
SECTION 8
LWIATION OF CIfY'S LUUHLITY
The City desires to enter into this Agreement only if in so doing the City can place a limit on the
City's liability for any cause of action. for money damages due to an alleged breach by the City
of this Agreement, so that its liability for any such breach never exceeds the sum of $10,D00.
Contractor hereby expresses its willingness to enter into this Agreement with Contractor's
recovery from the City for any damage action for breach of contract to be limited to a maximum
amount of $10,000
Accordingly, and notwithstanding any other term or condition of this Agreement. Contractor
hereby agrees that VW City shag not be liable to the Contractor for damages in an amount in
excess of $10.000 for any acWn or claim for breach of contract arising out of the performance
or non-performance of airy 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 the City's liability, as set forth in Section 768.28, Florida
Statutes.
SECTION 9
DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWSIPATENT RIGHTS' COPYRIGHT:
AND CONFIDENTIAL FINDINGS
9,1 DUTY OF CARE
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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 professionals with respect to the performance of comparable work and/or
sere ces
9.2 COMPLIANE WITH APPLICABLE LAWS
In its performance of the Services, Contractor shall comply with all applicable laws. ordinances,
and regulations of the City, Miami -Dade County, the Stale of Florida, and the federal
government, as applicable.
9.3 PATENT RIGHTS: COPYRIGHT: CONFIDENTIAL FINDINGS
Any work product arising out of this Agreementas well as all iNarmation specifications.
processes, data and findings. are intended to be ate property of the City and shall not otherwise
be made public and/or disseminated by Contractor, without M prior written consent of the City
Manager, excepting any information, records etc. which are required to be disclosed pursuant to
Court Order and/or Florda Public Records Law.
All reports, documents, articles, devices, andlor work produced in whole or in part under this
Agreement are intended to be the sole and exdusM property of the City, and shall not be
subject to any applicatlon for copyright or patent by or on behalf of the Contractor or its
employees or sub -Contractors, without the prior written consent of the City Manager.
SECTION 10
10.1 AU W AND INSPECTIONS
Upon reasonable verbal or written notice to Contractor, and at any time during normal
business hours (i.e. 9AM - SPM, Monday through Fridays, excluding nationally recognized
holidays), and as oMr1 as the City Manager may, in his/her reasonable discretion and
judgment, deem necessary, 0rere shall be made available to the City Manager, and/or such
representatives as the Coy Manager may deem to act on the City's behalf, to audit. examine.
and/ or inspect, any and all ether documents and/or records relating to all matters covered by
this Agreement. Contractor shall maintain any and all such records at its place of business at
the address set forth in the "Notices" section of this Agreement.
10.2 INSPECTOR GENERAL AUDIT RIGHTS
(A) Pursuant to Section 2-256 of the Code of the City of Miami Beach. the City has
established the Office of the 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
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(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, (hid/proposal) submittals, activities of the Contractor,
its officers, agents and employees, lobbyists, City staff and elected officials to ensure
compliance with the contract documents and to detect fraud and corruption. Pursuant to
Section 2-378 of the City Code, the City is allocating a perceritage of its overall annual
contract expenditures to fund the activities and operations of the Office of Inspector
General
(C) Upon ten (10) days written notice to the Contractor. the Contractor shall make all
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 arttivities, 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 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 Contractors possession, custody or control which in the Inspector
General's sole judgment, pertain to performance of the contract, including, but not limited
to original estimate fibs, 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, (bldlproposel) and contract documents, back -change documents, all
documents and ramrds 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 reasonable limes 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'.
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i. 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
ii. 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 ad ether agreements executed by the
Contractor in connection with the performance of Oft Agreement.
(G) Nothing in this section shall impair any independent right to the City to conduct audits or
investigative activities. The provisions of Btie section are neater intended nor shall they
be construed to impose any liability on fhe City by the Contractor or third parties.
10.3 ASSIGNMENT, TRANSFER OR SUBCONSULTING
Contractor shall not subcontract, assign, or transfer all or any portion of any work and/or
service under this Agreement without the prior written consent of the City Manager, which
consent, if given at all, shall be in the Manager's sole judgment and discretion. Neither this
Agreement, nor any term or provision hereof, or right hereunder, shall be assignable unless as
approved pursuant to 8iS Section, and any attempt to make such assignment (unless
approved) shall be void.
10.4 PUBLIC ENTITY CRIMES
Prior to commencement of the Shrvloee, ffti Contactor shall file a State of Florida Form PUR
7068, Sworn Statement under Section 287.133(3)(s) Florida Statute on Public Entity Crimes
with the City Procurement Division
10.6 NO DISCRIMINATION
In connection with the performance of the Services, the Contractor shall not exclude from
participation in, deny the beneft of, or subject to discrimination anyone on the grounds of
race, color, national origin. sex, age, disability, religion, income or family status.
Additionally. Contractor shelf comply fully with the City of Miami Beach Human Rights
Ordinance, codified in Chapter 62 of the City Code, 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, or political affiliation.
10.6 CONFLICT OF INTEREST
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Contractor herein agrees to adhere to and be governed by all applicable Miami -Dade County
Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami -Dade County
Code, as may be amended from time to time, and by the City of Miami Beach Charter and
,:;We, as may be amended from time to time, both of which are incorporated by reference as if
fully set forth herein.
Contractor covenants that H presently has no interest and shall not acquire any interest,
directly or indirectly, which could conflict in any manner or degree with the performance of the
Services. Contractor further covenants that in the performance of this Agreement. Contractor
shall not employ any person having any such interest.
10.7 CONTRACTOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
(A) Contractor shall comply wdh 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 119.01 Ill2). which
means all documents, papers, letters, maps, books, tapes, photographs, films, sound
recordings, data processing software, or other material, regardless of to physical form,
characteristics, or means of transmissionmade or received pursuant to law or
ordinance or in connection with the transaction of offal business of the City.
(C) Pursuant to Section 119.0701 Cf the Florida Statutes, it the Contractor meets the
definition of'Contractor" as defined In Section 119.0701(1)p), 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 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 Contractor does not transfer the records to the City;
l41 Upon completion of 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 to perform the service. If the Contractor transfers all public
records to the City upon completion 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 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 RECORDS; 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
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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 this Agreement, and the City, at its sole discretion, may: (1) unilaterally
terminate the Agreement; (2) avail itself of the remedies set forth under the
Agreement; and/or (3) avail itself of any available remedies at law or in equity.
(3) A Contractor who fails to provide the public records to the City within a
reasonable time maybe 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 attorneys' fees, 8:
a. The court determines that the Contractor unlawfully refused to comply with
the public records request Whir a reasonable time; and
It. At least 8 business days balbre 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 (1xb) if it is sent to the City's custodian of
public records and to the Contractor at the Contractor's address listed on its
contract with the City or to the Contractors registered agent. Such notices must
be sent by common carrier delivery service or by registered, Global Express
Guarantyed, 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 8 business days
after the notice is sent Is not liable for the reasonable costs of enforcement
(F) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, OR AS
TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO(CDMIAMIBEACHFL.GOV
PHONE: 305-673-7411
10.8 FORCE MAJEURE
(A) A "Force Majeure' event Is an event that (i) in fact causes a delay in the performance of
the Contractor or the City's obligations under the Agreement, and (ii) is beyond the
reasonable control of such party unable to perform the obligation, and (iii) is not due to
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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, GoI, fires, epidemics, pandemics, terrorism,
sabotage, explosions, embargo restrictions, quarantine restrictions, transportation
accidents, strikes, strong hurricanes or tornadoes, earthquakes, or other ads of God
which prevent performance. Force Majeure shall not include technological impossibility,
inclement weather, or failure to secure any of the required pemthis pursuant to the
Agreement.
(B) If the City or Contractor's performance of its contactual obligations is prevented or
delayed by an event believed by to be Force Majeve. such party shall immediately,
upon learning of the occurrence of the event or of the commencement of any such delay,
but in any case within fifteen (15) business days thereof, provide notice: (i) of the
occurrence of event of Force Majeure, (1) of the nature of the event and the cause
thereof, (iii) of the anticipated impact an the Agreement. (iv) of the anticipated period of
the delay, and (v) of what course of action such party plans to take in order to mitigate
the detrimental effects of the event. The timely delivery of the notice of the occurrence of
a Force Majeure event is a condition precedent to allowance of any rew 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 Maleure. and the burden of proof of
the occurrence of a Force Majeure event shall be on this requesting party.
(C) No party hereto shall be liable far 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 obi igs11, The suspension of any of the obligations
under this Agreement due to a Force Mejsure 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
afaded 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 Inability to perform is the direct result of the Force Majeure
evert 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 occurivoce un bes such occurrence makes such performance not reasonably
possible. The ot/pI/mr to pay money in a timely manner for obligations and liabilities
which matured prior to the occurrence of a Force Majeure event shall not be subject to
the Force Majeure provisions.
(E) Notwithstanding any other provision to the contrary herein, in the event of a Force
Majeure occurrence, the City may, at the sole discretion of the City Manager, suspend
the 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 (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
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which the City shall be discharged from any and all liabilities, duties, and terms arising
out of, or by virtue of, this Agreement. In no event will any condition of Force Majeure
extend this Agreement beyond its stated term.
10.9 E-VERIFY
(A) To the extent that Contractor provides labor, supplies, or services under this Agreement,
Contractor shall comply with Section 448,095, Florida Statutes, "Employment Eligibility"
(`E-Verify Statute"), as may be amended from time to time. Pursuant to the E-Verify
Statute, commencing on January 1, 2021, Contractor shall register with and use the E-
Verify system to verity the work authorization stabs of all newly hired employees during
the Term of the Agreement. Additionally. Coreracor 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-Venty system to verify the
employment eligibility of all new employees hired by the subContractor. 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 this Agreement or such other extended period as may be
required under this AgreemerrL
(B) TERMINATION RIGHTS.
(1) If the City has a good faith belief that Contractor has knowingly violated Section
448.09(1), Florida Statutes, which prohibits any person from knowingly
employing, hiring, recruiting. or referring an sken who is not duty authorized to
work by the immigration laws or tin Attorney General of the United States, the
City shag terminate this Agreement with Contractor for cause, and the City shall
thereafter have or owe no further obligation or liability to Contractor.
(2) t the City has a good faith belief that a subContractor has knowingly violated the
foregoing Subsection 10.9(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 City to terminate this Agreement for cause.
(3) A contract terminated under the foregoing Subsection (ep1) or (B)(2) is not in
breach of contract and may not be considered as such.
(4) The Clly or Conlr clor or a subContractor may file an action with the Circuit or
County CoWtb challenge a termination under the foregoing Subsection (B)(1) or
(B)(2) no labor 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 (8)(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 10.9.
10.10 CONTRACTOR'S COMPLIANCE WITH ANTI -HUMAN TRAFFICKING LAWS
Contractor agrees to comply with Section 787.06, Florida Statutes, as may be amended from
time to time, and has executed the Anti -Human Trafficking Affidavit, containing the certification
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of compliance with anti -human trafficking laws, as required by Section 787.08(13). Florida
Statutes, a copy of which is attached hereto as Exhibit "B".
10.11 PROHIBITION ON CONTRACTING WITH A BfiSWESS ENGAGING IW A BOYCOTT
Contractor warrants and represents that it is not currently engaged in, and will not engage in, a
boycott, as defined in Section 2-375 of the City Code. In accordance with Section 2-375.1(2)(a)
of the City Code, Contractor hereby certifies that Contractor is not currently engaged in, and for
the duration of the Agreement. will not engage in a boycott of Israel.
10.12 PROHIBITION ON CONTRACTING WITH AN INOWUAL OR ENTITY WHICH HAS
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 City
elected office, as contemplated by the prohibitions and exceptions of Section 2-379 of the City
Code.
For the avoidance of doubt. the restrictions on contrac*V 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 once 8 those same
services are regularly performed by the individual or entity in the ordinary course of
business for clients or customers other than candidates for office. This includes,
without limitation, bankstelephone or internet service providers, printing companies,
event venuesrestaurants, caterers, transportation providers, and once supply
vendors
(c) Any individual or entity which performs licensed professional services (including for
examplelegal or accounting services).
10.13
Contractor hereby @Wises tooomply with Sedan 287.138, Florida Statutes, as may be
amended from time to SW sAY@h states that as of January 1, 2024, a governmental entity may
not accept a bid on, a proposal for, or a reply to, or enter into, a contract with an entity which
would grant the entity access to an individual's personal identifying information (Pit), unless the
entity provides the governmental entity with an affidavit signed by an officer or representative of
the entity under penalty of perjury attesting that the entity does not meet any of the criteria in
Paragraphs 2(a)-(c) of Section 287.138, Florida Statutes' (a) the entity is owned by a
government of a foreign country of concern; (b) the government of a foreign country of concern
has a controlling interest in the entity; or (c) the entity is organized under the laws of or has its
principal place of business in a foreign country of concern (each a'Prohibited Entity"). A foreign
country of concern is defined in Section 287.138 (1)(c), Florida Statutes, as may be amended
from time to time, as the People's Republic of China, the Russian Federation, the Islamic
Republic of Iran, the Democratic People's Republic of Korea, the Republic of Cuba. the
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Venezuelan regime of Nicolas Madura, or the Syrian Arab Republic, including any agency of or
any other entity of significant control of such foreign country of concern. Additionally, beginning
July 1, 2025, a governmental entity may not extend or renew a contract with a Prohibited Entity.
Contractor warrants and represents that it does not fall within the definition of a Prohibited
Entity, and as such, has caused an authorized representative of Contractor to execute the
"Prohibition Against Contracting with Entities of Foreign Countries of Concern Affidavit",
incorporated herein by reference and attached hereto as Exhibit "C".
SECTION 11
NOTICES
All notices and communications in writing required or permitted hereunder, shall be delivered
personally to the representatives of the Contractor and the City killed below or may be mailed
by U.S. Certified Mail, return receipt requested, podage prepaid, or by a nationally recognized
overnight delivery service.
Until changed by notice, in writing, all such notionit and communications shall be addressed as
follows:
TO CONTRACTOR: AB SWIM, LLC
12822 NW 23 PL
MIAMI FL 33167
ATTN: ALFREDO EDUARDO RIOS BRACHO,
MANAGER
TO CRY: CITY OF MIAMI BEACH
PARKS AND RECREATION DEPARTMENT
1701 MERIDIAN AVENUE. SUITE 401
MIAMI BEACH, FL 33139
ATTN: JOHN REBAR. DIRECTOR
Notice may also be provided to arty other address designated by the party to receive notice d such
alternate address is provided via U.S. certified mail, return receipt requested. hand delivered, or by
overnight delivery. In the Hart an alternate notice address is property provided, notice shall be
sent to such alternate address in addition to any other address which notice would otherwise be
sent. unless other delivery instruction as specifically provided for by the party entitled to notice
Notice shall be deemed given on the date of an acknowledged receipt, or, in all other cases. on the
date of receipt or refusal.
SECTION 12
MISCELLANEOUS PROVISIONS
12.1 CHANGES AND ADDITIONS
1.1
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This Agreement cannot be modified or amended without the express written consent of the
parties. No modification, amendment, or alteration of the terms or conditions contained herein
shall be effective unless contained in a written document executed with the same formality and
Of equal dignity herewith.
12.2 SEVERABILITY
If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this
Agreement shall not be affected and every other term and provision of this Agreement shall be
valid and be enforced to the fullest extent permitted by law.
12.3 WAIVER OF BREACH
A parry's failure to enforce any provision of this Agreement shah not be deemed a waiver of
such provision or modification of this Agreemet A parry's waiver of any breach of a provision
of this Agreement shall not be deemed a will of any subsequent breach and shall not be
construed to be a modification of the terms of this Agreement.
fF3�IrTf:i�33�7_193N:i .
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 bes been agreed to by parties to express their mutual intent and the
resulting document ill not. solely as a matter of judicial construction, be construed more
severely against one Of the parties than the other.
12.5 ENTIRETY OF AGREEMENT
The City and Contractor agree that this is the entire agreement between the parties. This
Agreement supersedes all prior negotiations, correspondence, conversations, agreements or
understandings applicable to the matters contained herein. and there are no commitments,
agreements or understandings concerning the subject matter of this Agreement that are not
contained in this document. Title and paragraph headings are for convenient reference and are
not intended to confer any rights or obligations upon the parties to this Agreement.
12.6 BACKGROUND CHECK REQUIREMENT
In accordance with Sections 943.0542, 984.01, 39.001 and 1012.465, Florida Statutes and
Chapters 430, 435, and 402, Florida Statutes, as applicable, employees, volunteers,
contractors, and subcontracted personnel who work in direct contact with the vulnerable
population or who come into direct contact with the vulnerable population must complete a
satisfactory Level 2 background screening prior to commencing work pursuant to this
Agreement.
Level 2 Background screenings must be completed through the City of Miami Beach, Human
Resources Department. Contractor agrees to complete Level 2 Background screening prior to
initiating any work related to this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their appropriate officials, a; of the date first entered above.
FOR CITY.
&\S9S9i
Rafael E. Grarl City Clerk
Date:
ATTEST:
Print Name and Title
Date
CITY OF MIAMI BEACH, FLORIDA
Eric T. Carpenter, City Manager
AB SWAM, LLC
By:
Print Name and Title
F. ATTORORG/AgrerrmentslProtewonal Serves Agreement 2021 mo0ified 2-28-25
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EXHIBIT "A"
SCOPE OF SERVICES
The Contractor shall establish and administer Competitive Swim Team programming for Miami Beach
residents and visitors at the following locations:
1.) Scott Rakow Youth Center (2700 Sheridan /venue, MwW Beach, FL 33140)
2.) Normandy Isle Pool (7030 Trouville Esplanade. MWW Beach, FL 33141)
3J Flamingo Park Pool (1200 Michigan /venue, Miami 0lsech, FL. 33139)
Contractor shall provide instruction for ages 6 through 18. Corractor shell also coordinate staffing and
ensure classes are staffed at all times.
Contractor shall register participants in Contractors dosses. Contractor shall Ober Miami Beach residents
discounted rates to participate as set forth below. A least 75% of participant In Contractor's program
shall be Miami Beach residents. The City shall coomik ste and/or provide facility access as necessary.
Locations are subject to change based on programming needs.
Participant Fee Per Monthly Session,
Miami Beach Residents: $160.00 (2 times per week)
Non -Residents: $2DO.00 (2 times per week)
Participant Fee Per Monthly Session
Miami Beach Residents: $180.00 (3 times per week + 2 dry land practices)
Non -Residents: 5225.E (3 times per week � 2 dry bd practices)
Participant Fee Per Monthly Session
Miami Beach Residents: $200110 (5-8 times per week+2 dry land practices)
Non-Resldant: WW.00 (5-8 times per week+ 2 dry land practices)
The City shall be entitled to 30% of revenue collected by the contractor from programming fees, clinic,
and group training fees.
hems that will not have a revenue split
1.) Uniform that may include. Team bathing suit, cap, sweat, towel, and sports bag
2.) Equipment required goggles, mnh bag, paddles, tins, kidrboard, and frontal snorkel
3.) USA Swimming negistradion be 2025-26: $90.00
Any change to the approved fees shall require prior written approval of the City Manager
TIMELINE FOR DELIVERABLES
Within 10 days from the effective date of this Agreement, the Contractor shall provide the contact person
with the proposed schedule of all programming for review and approval Once approved, any changes to
the schedule shall be coordinated through the Parks and Recreation Department Director or his or her
designee, and shall be subject to the written approval of the parties.
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EXHIBIT "B"
ANTI -HUMAN TRAFFICKING AFFIDAVIT
In accordance with Section 787.06 (13). Florida Statutes, the undersigned, on behalf of
Contractor hereby attests under penalty of perjury that Contractor does not use coercion for
labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking".
I understand that I am swearing or aRnning 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:
(Signature)
Name/Title:
State of
a corporation.
(Address)
County of
The folf0oing instrument was acknowledged before me by means of physical presence or ❑
online natenzation, this day of 202_ by
as of
a
the person described herein, or who produced
identification, and who did/dld not take an oath.
NOTARY PUBLIC:
(Signature)
(Print Name)
My commission expires:
19
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as
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EXHIBIT'C'
PROHIBITION AGAINST CONTRACTING WITH FOREIGN COUNTRIES OF CONCERN
AFFIDAVIT
In accordance with Section 287.138, Florida Statutes, Incorporated herein by reference, the
undersigned, on behalf of Contractor, hereby attests under penalty of perjury that Contractor
does not meet any of the following criteria in Paragraphs 2(a)-(c) of Section 287.138, Florida Statutes.
(a) Contractor is owned by a government of a foreign country of concern, (b) the government of a foreign
country of concern has a controlling interest in Contractor', or (c) Contractor is organized under the laws of
or has its principal place of business in a foreign country, of concern.
I understand that I am swearing or affirming under oath, under penalties of perjury, to the
truthfulness of the claims made in this affidavit and that the punishment for knowingly making a
false statement includes fines and/or imprisonment.
The undersigned is authorized to execute this affidavit on behalf of Contractor
CONTRACTOR:
. a corporation.
(SipMlure) (Address)
Name/Title.
State of
County of
The foregoing instrumentVa ackrtortedged before me by means of O physical presence or ❑
online notarization, hills day of 202_ by
as of
_ a corporation, known to me to be
the person descrllbW herein, or who produced as
identrfication. and who did/did not take an oath
NOTARY PUBLIC.
(Signature)
(Print Name)
My commission expires:
21
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MIAMIBEACH
contranor -,:� ivi
Ali,.Itna Deparhnen<
Department Direttor Name ft i�gna ACM Name g Signs are
This is an Independent Contractor Agreement (ICA, between ouredo Eduardo eradw Rios and Ilia City of Miami Beach for
swim team instruction. The term of the agreement is 3 months July 1, 2024 through September 30, 2024). The City agrees to
pry the Contractor a total fee not to exceed $12,000 as ahead swim team coach. The contractor has been working in the
Killion an the CiWs previous yean' contract with the previous Swim Team PSA, The Contractor has passed their bxkground
heck ximb th H Reso Depart t
original Ierm Renewal verroea total term IDnglnai • Renewah) 1
Grant Funded: Yes R I No i State Federal I I Other
1 $12,OW 031-095POo0343-28-40g5a5-00-00.00 Yes X INo
Yes No
2
Yes No
3
yet
No
4
Yes No
S
1. for contracts bnger Man gve yean, cpMxt the Procurement Oepartmenl. 2. At h any eA porttng explanation needed.
3. Budget approval indicates approval for current fiscal year only. Future wan are subject to City Commission approval of
annual adopted operating budget,
Ry Commission Approved. Yes X No
Resolutbn No.: a Agenda I" No.: CC "need",Date:
If rw, explain why CC approval is not repuind:
Asdsbnt Ciry Manager has the autlrorgy to sign pfr on Indevendent Contractor Agreemenh up ro $50,000.
I Form Approved: X Yes No IB no, es sin bebw vAu forma veal N nOt Item
Procuremm[
N/A Grants:
N/A
Budget.
__ Information Technology:
N/A
`f
1"-MSh.W
fihk Management:
N/ Fleet 6 Fanlioe,'.
N/A
Numan Resources'
Other:
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D iiSyn Envelope ID 51BW924F0814Fa39E1C-70FA93DD9266
INDEPENDENT CONTRACTOR AGREEMENT
This Agreement is entered into on this Sth day of 101y 202>�tletween Alfredo Eduardo
Bracho Rim ('Contractor), and the City of Miami Beach. Florida (the *City'), fora penodof
3 Months, with an effective starting date of July 1 •', 2024, and an and date of September
30, 2024 (the "Tenn').
1. Desolotion of Services.
Contractor will provide the 5ennces described in Exhibit'A' hereto (the 'Services`)
Although Contractor may be provided with 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 City will
provide Contractorweh the appropriate location to performthe Services): when lheServlces
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 tenns and conditions set forth in Exhibit
"A' hereto, and performed 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.
Krystle Cintas
Aquatics Coordinator
1701 Mendian Avenue, Suite 401
krystledntas@miamibeachfl.gov
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 S12,000.00 (the 'Fee'). which shall be
paid as described in Exhibit 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'S' hereto upon recelptof an
acceptable and approved invoice. The City shall remit payment to the Contractor within 45
days of receiving an invoice from the Contractor for that portion for those portions) of the
Services salisfactonly rendered (and referred to in the particular invoice).
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 following receipt by the other party of the written lamination notice
Notwithstanding the foregoing. in the event of a public health, welfare or safety concern, as
determined by the City Manager, in the City Managers 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 even[ of termination pursuant to this section. the
Contractor shall be paid a sum equal to all payments due to hinl/her up to the date of
termination; provided Contractor is continuing to satisfactorily perform all Services up lothe
date of termination Thereafter, the City shall be fully discharged from any further liabilities,
duties, and terms arising out ofor by virtue of, this Agreement
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DocuSgn Envelope ID SBB5F924F0814F8}9E1C-70FA93DD1288
4. Indemnification/Hold Harmieaa.
Contractor agrees to indemnity, defend, and hold harmless the City of Miami Beach and its
officers, employees and agents, from and against any and all actions, claims, liabilities,
losses and expenses includingbut not limited to, attorney's fees, for personal economic or
bodily injury, wrongful death, leas 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, andlor any and all subcontractors, employees, agents, or any other
person or emly acting under Contractors control, in connection with the Contractor's
performance of the services pursuant to this Agreement. Contractor shall pay all such
claims and losses and shall pay all costs and judgments, which may antra from any lawsuit
arising from such claims and losses. and shall pay all costs and attomey's fees expended
by the City in defense of such claims and losses, including appeals
The parties agree that one percent (1%) of the total compensation to Contractor for
performance of the Services under this Agrasol l is the specific consideration from the City
to Contractor for the Contrectors agreement to indemnify and hold the City harmless, as
provided heroin. 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.
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
compensaltonitee 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 willingness to enter into this Agreement with Contractors recovery from the City for
any damage action for breach of contract to be limited to a maximum amount equal to the
compensetiontlee 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, 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 of the date of the alleged breach, for any action or
claim for breach of contract arising out of the performance of non-performance of any
obligations imposed upon the City by this Agreement.
Nothing contained in this section or elsewhere in this Agreement is in any way intended to
lea a waiver of the limitation placed upon City liability as set form in Section 768.28. Florida
Statutes
B. 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
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DoiiSW Envelope ID 5885FV2 FNIAF8}%E1C-70FA93007]8e
CONTRACTOR: Alfredo Eduardo Bracho Rios
12822 NW 23rd Place
Miami Shores, FL 33167
(786) 413-0133
CITY: John Reber
City of Miami Beach
Parks and Recreation Department
1701 Meridian Avenue, Suite 401
Miami Beach, FL 33139
(305)673-7000
Notice shall be deemed given on the date of an acknowledged receipt, and, in all other
cases, on the date of receipt or refusal.
7. Von".
This Agreement shall be govemed by, and construed in accordance with, the laws of the
Slate of Florida, both substantive and remedial, without regard to principles of conflict of
laws. The exclusive venue for any litigation arising out of this Agreement shall be
Miami -Dade County, Florida, if in state court, and the U.S. District Court. Southern 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 OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS
AGREEMENT.
Duty of Can/Compliance with Applicable Laws/Confliat of Interest
With respect to the performance of the Services contemplated herein. Contractor shall
exercise that degree of skill, rare, efficiency and diligence normally exercised by
reasonable persons and/or recognized professionals with respect to Me performance of
comparable services.
In its performance of the Services, Contractor shall comply with all applicable laws,
ordinances, and regulations of the City, Miami -Dade County, the State of Florida, and the
federal government Without imiting the foregoing, Contractor herein agrees toadhere to
and be governed by all applicable Miami -Dade County Conflict of Interest Ordinances and
ethics provisions, as set forth in the Miami-Oade County Code, and as may be amended
from time to lime; 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 covenants that a 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 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. No member of or delegate to the Congress of the United States shall
be admitted to any share or part of this Agreement or to any benefits ansing therefrom.
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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, color, national originr sex, age, disability, religion, income or famle; 3latus.
Additionally, Contractor shall comply with City of Miami Beach Human Rights Ordinance,
codified in Chapter 52 of the City Code, as may be amended from time to time, prohibiting
discrimination in employment, housing, public accommodations, or public services, on the
basis of actual or perceived race, color, national origin, religion, sex, inlemexuality, sexual
orientation. gender identity, familial and marital status, age, ancestry, height, weight,
domestic partner status, labor organization membership. familial situation, polifical
affiliation, or disability.
10. Florida Public Records Lew.
(A) Contractor shall comply with Florida Public Records law under Chapter 119.Florida
Statutes, as may be amended from time to time.
(8) The term -public records' shall have the meaning set forth in Section 119.01 Ill 2).
which means all documents, papers, letters, maps. books, tapes. photographs,
films, sound recordings, data processing software, or other material, regardless of
the physical form, characteristics, or means of transmission. made or received
pursuant to law or ordinance or in connection with the transaction of olfcial business
of the City.
(C) Pursuant to Section 119.0701 of the Flonda Statutes, 9 the Contractor meets the
definition of'ContractoP as defined in Section 119.0701(i xa), 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 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 lens 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 Contractor 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 completion of the Agreement, the Contractor
shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. @ 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 a custodian of public records, in a format that is
compatible with the information technology systems of the City.
(C) REQUEST FOR RECORDS, NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the City contract for
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services most be made directly b 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) Contractors failure to comply with the City's request for records shall
constitute a breach of the Agreement, and the City, at its sole discreton.
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
(D) CIVIL ACTION.
(1) If a civil action is filed against a Contractor to compel production of public
records relating to the Cltys contract for services, the coon 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 We 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 It Kb) if it is sent to the City's custodian
of public records and to the Contractor at the Contractors address listed on
its contract with the City or to the Contractors registered agent. Such nolices
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 formal.
(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.
(E) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO(&MIAMIBEACHFL.GOV
PHONE 305-673-7411
t/. Ownershio of DocumentsfPatents and Copyrights
Any and all 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
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dissemination of same by Contractor, other than to the City, shall fire[ be approved in writing
by the City Manager, which approval, if granted at at, shall be at the City Manager's sole
and absolute discretion.
Any patentable andlor copyrightable result arising out of this Agreement. as welt as all
information, speciacabons, 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 Contractor (or its employees or sub -contractors. (if any) without the prior written
consent of the City Manager. which consent, if given at all, shall be at the Managers sole
and absolute discretion.
12, Liability for Rent, Supplies, Eauloment Et
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 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.
13. Liability for Sub -contractor.
Contractor shall be liable for its Services, responsibilities and liabilities under this
Agreement and the costs, services, responsibilities and liabilities of any sub-connaclors (d
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 this City. When the lerm'Contractor' is used in this
Agreement, it shall be deterred to include any subcontractors (if any) and/or any other
person or entity acting under the direction or control of Contractor (A any), All Sub-
contractors (if any) must be disclosed in writing to the City prior to their engagement by
Contractor.
14. Independent Contractor/Wo Joint Ventura.
THIS AGREEMENT SHALL NOT 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 CRY, 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
OF SICK OR ANNUAL LEAVE.
The Contractor shall be the sole parry responsible for any and all employment taxes.
unemployment compensation lazes 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
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not limited to, for purposes of the Federal Insurance Conmbution 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 WorkersCompensation Insurance Code and other benefit payments and third parry
liability claims), and the Contractor shall indemnify and hold the City harmless from all costs,
loss, damages of expenses (including but not limited to taxesaccounting fees, court costs,
and attorneys fees at all levels of litigation) m the event of any determination to the contrary
by any court of competent jurisdiction or governmental authonty. The Contractor recognizes
and understands that it will receive an Internal Revenue Service Form 1 D99 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 slate 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
Contractors 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 tree 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, Purchase Order Rsaulrem t.
This Agreement shall not be effective until executed by the parties hereto and until the City
has issued a Purchase Order for this Agreement
15
(A) A 'Force Majeure' event is an event that (i) in fact causes a delay in the
Performance of the Contractor or the City a obligations under the Agreement, and (li)
is beyond the reasonable control of such parry unable to perform the obligation, and
(iii) is not due to an intentional act, error, omission, or negligence of such parry, and
(w) could not have reasonably been foreseen and prepared for by such party at any
time prior to the occurrence of the event. Subject to the foregoing criteria. Force
Majeure may include events such as war, civil insurrection, riot, fires, epidemics,
pandemics, terrorism, sabotage, explosions, embargo restrictions, quarantine
restrictions. transportation accidents, strikes, strong hurricanes or tornadoes,
earthquakes, or other acts of God which prevent performance. Force Majeure shall
not include technological impossibility, inclement weather, or failure to secure any of
the required permits pursuanl to the Agreement.
(8) If the City or Contractors performance of its contractual obligations is prevented or
delayed by an event believed by to be Force Mapure, such party shall Immediatelyr
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, (fii) of the anticipated impact on the Agreement, (iv) of the anticipated
period of the delay, and (v) of what course of action such party plans to take in order
to mitigate the detrimental effects of the event. The timely delivery of the notice of
the occurrence of a Force Majeure event is a condition precedent to allowance of
any relief pursuant to this section, however, receipt of such notice shall not
constitute acceptance that the event claimed to be a Force Majeure event is in fact
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Force Majeure. and the burden of proof of the occurrence of a Force Majeure event
shall 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 onty 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 parry shall use its
reasonable best efforts 10 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 inability to perform is the
direct result of the Force Majeure event with all reasonable dispatch.
(D) Obligations pursuant to the Agreement that arose before the occurrence of a Force
Majeure event, causing the suspension of performance, shall not be excused as a
result of such occurrence unless such occurrence makes such performance not
reasonably possible. The obligation to pay money in a timely manner for obligations
and liabilities which matured prior to the occurrence of a Force Majeure event shall
not be subject to the Force Majeure provisions.
(E) Notwithstanding any other provision to the contrary herein, in the event of a Force
Majeure occurrence, the City may. at the sole discretion of the City Manager,
suspend the City 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 Ma)eure delays a party performance under the Agreement
for a time period greater than thirty (30) days, the City may, at the sole discretion of
the City Manager, terminate the Agreement on a given dale. 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, Assianment.
Contractor shall not assign all or any portion of this Agreement without the pnor 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 dale of any proposed assignment.
to Audit and Insaectlon Records.
Contractor shell 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 all his/her subcontracts hereunder 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-
contractorhave access to and the right to examine any directly pertinent books,
documents, papers and records of such sub-contractorinvolving transactions related to the
sub -contractor.
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19. Inspector General. Audit Ri hb
(A) Pursuant to Sec!on 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 conbacls,
throughout the duration of said contracts. This random auditis 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. Morntoring 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 desgn, bid specifications, (blo/proposal) submitlets, activities of
the Contractor, its officers, agents and employees, lobbyists. City staff and elected
officials to ensure compliance with he contract documents and to detect fraud and
com,pbon. 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.
(C) Upon ten (10) days written notice to the Contractor, the Contractor shall make all
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, (bid/propos il) submittals,
activities of the Contractor, its officers, agents and employees, lobbyists, City staff
and elected officials to ensure compliance with the contract documents and to detect
fraud and corruption.
(D) The Inspector General shall have fhe right to inspect and copy all documents and
records in the Contractor's possession, custody or control which in the Inspector
Generars sole lud9ment, pertain to performance of the contract, induding, but not
limited to original estimate files, charge order estimate files, worksheets, proposals
and agreements from and with successful subcontractors and suppliers, all project -
related conespondence, memoranda. instructions, financial documents, construction
documents, (bd/proposai) and contract documents, backchange documents, all
documents and records which involve rash, trade or volume discounts, insurance
proceeds, rebates, or dividends received, payroll and personnel records and
supporting documentation for the aforesaid documents and retorts.
(E) The Contractor shall 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, until three
Page 9 of 15
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r Doousign Envelope ID: E07DF3DD-510948B0.909A-EF43433593C4
DocuSgn Envabpe ID 5BBS Q9 0111�8i1)E1C-70FA93DO728e
(3) years after final payment under Ihis 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 wcrk terminated until thrua (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, liligation, 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 Contractor or
third parties.
20. E•Ve
(A) To the extent that Contractor provides labor, supplies, or services under this
Agreement. Contractor shall comply with Section 448.095, Florida Statutes.
'Employment Eligibility' ('E-Verily Statute'). as may be amended from time to time.
Pursuant to the E-Verity Statute. commencing on January 1. 2021. Contractor shall
register with and use the E-Venfy 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 senesces
pursuant to the Agreement to likevns , utilize the U.S. Department of Homeland
Security's E-Venty 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 Agreement of such other extended period as
may be required under this Agreement.
(B) TERMINATION RIGHTS.
(1) d 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 agreement with the subcontractor.
Contractor's failure to terminate a subcontractor shall be an event of default
under this Agreement, entitling City to terminate the Contractor's contract for
cause.
(3) A contract terminated under the foregoing Subsection(8 X 1) or(Bp2) is not
in breach of contract and may not be considered as such.
Page 10 of 15
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Docueign Envelope ID: E07DF30Dd10 81ID-909A-EF43433593C4
DmuSgn Envelope ID. 51B6S W&FOlh4Fe3.9E1C-19FA93DD]28B
(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
(BX 1) or (BX2) 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 (BX1), Contractor may not be awarded a public contract (or at
bast 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 or this Agreement under this Section 20
21. Waiver of Breach
A parts failure to enforce any provision of this Agreement shall not be deemed a waiver of
such provision or nodific /bon of this Agreement A parry'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.
22. 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.
23. Joint Preoa
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 pint
effort of the parties, the language has been agreed to by parties to express their mutual
intent and the resulting document shall rat, solely as a matter of judicial construction, be
construed more severely against one of the parties than the other
24. Mutual c000arat
Contractor recognizes that the performance of this Agreement s essential to the provision of
vital public services and the accomplishment of the slated goals and mission of the City.
Therefore, the Centrador 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 parses. The Contractor shall rat make any statements or take any actions
detrimental to this effort
25. Entire Aareamerd.
This writing and any exhibits and/or attachments incorporated (arid/or otherwise referenced
for incorporation herein) embody tree 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
26. Backaround Check A memenl.
In accordance with Sections 943.0542, 984.01, 39.001 and 1012.465, Florida Statutes and
Chapters 430. 435, and 402, Florida Statutes. as applicable, employees, volunteers.
Page 11 of 15
1536 of 3458
Docuaign Envelope ID: E07DF3DD510948BD-909A-EF43433593C4
Docu$pn Enveope 10 5BB5F924-F0814F839E1C-70FA930D7286
contractors. and subcontracted personnel who work in direct contact with children or who
come into direct contact with Ulldren must complete a satisfactory Level 2 background
screening prior to commencing work pursuant to this Agreement.
Level 2 Background screenings must be completed through the City of Miami Beach.
Human Resources Department. Contractor agrees to complete Level 2 Background
screening prior to initiating any work related to this Agreement.
Page 12 of 15
1537 of 3458
Dmusign Envelope ID: E07DFMD-5109 86MMA-EF43433593C4
D Sen Envelope to. 50851`9241`W14183-9E1G70FA93D0728e
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed by the respective officials thersunto duly authorized, this data and year first above
written.
FOR CITY:
ATTEST
By: �11!is iladi
Date: 7/5/2024 1 4:58 PM EDT
WITNESS.
.:'
aYI� i
y f.
2=
C
U0'BRa01l�a6tDr —.--._
OR1ee-cWtsl4elsnd Performance Improvement
eeeWWCM-
<fV
HuhraFFFIMMIMWss
CITY OF MIAMI BEACH, FLORIDA
Oru•Mf K
eA.■esr
Alfredo Eduardo Bracho Rios
Sigmti
At ttC40 69ACkV
Print Name
Approved as to form & language &
for execution.
Aauhir-- WON
)iPIty Agomey -- • Date
Page 13 of 15
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Dowsign Envelope ID: EWDF313D510948130-909A-EF43433593C4
DoeuBpn E,"" ID 59a5F924F0414F93-9E1C-70FA93DD7296
F-ArT0 ORWA9(oo Wogepe "ICo "OarAgmenronOtI opmndent Convertor Agr om t2021
modified Ot-12-2021
Exhibit A
Description of Services
DESCRIPTION OF SERVICES
The Consultant shall establish and administer Swim Team coachinglclasses for Miami
Beach residents and visitors at the following locations.
1.) South Pointe Park (1 Washington Avenue, Miami Beach, FL 33139)
2.) Flamingo Park (999 11^ Street, Miami Beach, FL 33139)
3.) Scott Rakow Youth Center (2700 Sheridan Avenue, Miami Beach, FL 33140)
4.) North Shore Park Youth Center (501 72" Street, Miami Beach. FL 33141)
5.) Normandy Isle Park and Pool (7030 Trouville Esplanade, Miami Beach, FL 33141)
Consultant shall provide instruction for ail ages.
City shall register participants in Consultant's classes Consultant Shall offer Miami Beach
Residents discounted rates to participate as set forth below. At least 75%of participants in
Consultant's program shall be Miami Beach Residents, The City shall coordinate and/or
provide facility access as necessary.
Any change to the approved fees shall require prior written approval of the City Manager.
Page 14 of 15
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Docusign Envelope ID: E070F30D-51094BBD-909XEF4U335MC4
Docusgo Envelope ID. 5885F924FW1 AF8Y9EIC 70FA93001286
Exhibit 8
Fies
The City agrees to pay the Contractor as follows.
Group c4k*m: The City shall pay Contractor $30.00 for each 50-minute group class.
The Contractor shall issue invoices to the City no later then 15 days after the program
session concludes. The City shall remit payment to the Contractor within 45 days of
receiving an invoice from the Contractor for that portion (or those portions) of the Services
satisfactorily rendered (and referred to in the particular invoice).
Page 15 of 15
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Docusign Envelope ID: EW DF3DD-510"8BD-909A-EF63433593C6
DocuSgn Enveope ID'. S8B5F9244081JF83-9EIC-70FA93DD728R
Mliar nalna:
q: P11nA11M 111" P.
OCNumbr:
Departm. it of children Background Screening Result
and Families
This individual's eligibility status as of 52912n24 is provided below. The employer must retain a hx! copy of this
result in the individual's employee file. If we become aware of a change In an individual's eligibility status, an email
notification will be sent to the most recent employer of record in the Clearinghouse or the last provider to submit a
screening request through the Cleannghous i. It is recommended health care and/or service provider employers
check the screening results of staff regularly as an individual's status may change based on information received. If
you become aware of an event that may change the employee s eligibility please contact your specified agency,
Department of Children and Families, at 888-352-2849. The employer must take the appropriate action when a
change in status occurs in accordance with Section 435.06. Flonda Statutes.
Applicant Name: SSM: Dsta of Birth: Race: Sax:
ALFREDO BRACHO XXX-XX-3898 512WI982 WHITE MALE
---- - ----- — - _ J
Retained Prints Expiration Date: 11/10f7�6
Clearinghouse Screening Available?: Yes
Department of Children and Families Eligibility
The Department has reviewed child warfare records for the State of Florida
This search was conducted in Florida's Automated Child Welfare Information System (SACWIS).
./ There is no record W the applicant being fisted as the caregiver responsible for a verified finding of abuse.
abandonment or neglect of a child
The individual may request additional infonnatiorl pursuant to s.39.202. Fonda Statutes
Item status
DCF General
Eligible
DCF Child Care
Eligible
DCF Substance Abuse
Eligible
DCF Summer Camps
Eligible
DCF Mental Health
Agency Review Required
APD General
Agency Review Required
APD Developmental Disability Centers
Agency Review Required
APD CDC
Agency Review Required
Eligibility Determination Date
12/3/2021
12/3/2021
12/3/202/
6/11/2021
Emplgyment History_(a<®n0rted to Florida s Background Scr¢emraClean ghouse y_provder emayers.)
I '. d" Position core Date End Date
City of Miami Beach Parks and Recreation Diner 1010112023
Athletics - 11137630Z
1541 of 3458
DwuWn Envelope ID: EOMFMD-51NAMD-909A-EF43433593D4
DOLt.Syn Em"" ID'. 80BSF924-F081J 8MEILADFAOD0728B
Print Event: 161454275
Print Date: 512912024
1542 of 3458
Do susign Envelops ID: E07DF3DD-5109A8BD-9DDA-EF43433593C4
Dmuagn Envelops ID: BE03ED52-N0 6]A-912G)BFC499a0]]A
MIAMIBEACH
N/A Professional SeMces Agreement IM Swim LLC)
AB Swim LLC Parks and Recreation
JohnMark Taxis, st
Type lF-•Compact amen front change order, or task order sulpngho apro pa-issuetl competitive solicitation e rem
Tylar2 Am other contract, amendment, charge tl task orderthat dIresuhlmmapmmremenl-issuetl mmprtltive mlkltatlan.
a
Typt3-IndepeMtnt ConVa<mrAyeemen111fAI
iyw6 Tenam Agrenment
TYPe4-G2nt agreements with the [its as Me redpim[
Type)-Intoryoynnmmta ogsmy agreement
Typt S- Boot agreements with the City as me grantor
Type O-OMx
This as Professional Services Agreement (PSA) between AS Swim LLC and the CM of Miami Beach for competans swim team
programming. The term of the agreement Is 12 months (October 1, 2@5 through September 30, 2026). The Contractor shall pay the
City 30M of all fees collected by the Contractor from the program partiell anrs. The Conbador shall retain )OM of the fees Selected from
plrtkipants. The Component W riming the term shall not exceed me vital sum of $100,Ob'm revenue.
The vmdm was selected after the prior Swim Team compactor dissolved the partnership with the Gty. The contractor was a coach for the preHous
Seem Team M add has been working in the podton for multiple Kars. The department continues to work with the Contractor, and Forward to
Atlminisbabive Order 16,02g)(4),this items seeks a waiver ofthe quote requirement to execute the smadred IYufession r Service Agreement The
department reeewed dresmdmwle whkh dM rout result in am, debarmentfmm the state, counts or federalgovernment.
Also Mdr is the COnba[IWe Certlllute tit Wlpena arM generalbear Nrk
09/30/2026 A 12 months
Nia ILL
Grwg Funded: Yn • No Strte Federal pher.
Y. Art Cost Account Britoil. Embarrassment
1 Esdmafee Sul(, DII-g000341202-0U3D)-308-00-060D Yes No
Yes No
3
Yes No
4
Yes No
2. For contracts longer than five Years, wntaQ the Promrement Department. 2. Attach any supporting explanation needed. g. Budget
approval Indintes approval for this arrant fled Ydater only, FUMne Years are subject to they Commission approval of the annual
adopted operating budget
City Commission Approved'. II Yes No Redutlon No.: CC Agenda Item No.: CC Meeting Date:
.-_"-
If no, explain why CC approval Is not required.
Legal Form Approved: a I Yes No Nm,MWinb mWhyf m0 mnlisrrptrMmeu
Procurement: N/A
(grants:
N/A
Budget:
LThisold.
Offs Shavent
Informatagn Teohmbgy:
N/A
Risk Management:
_
Arne abed r
Real &Facilites:
N/A
D sl9n Envelope ID: ED]DFODD-5109-098D-909A-EF40 593
Dooueipn Envelope ID: BEWED52-95DD�1A-912G78FCa M77A
Human Resources:
N/A
O r:
N/A
13musign Envelope ID: EWDF=ZIN0 8130.909A-EFAI 4 593C,l
D uitgn Envelope ID:
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH
AND
AS SWIM, LLC FOR
COMPETITIVE SWIM TEAM PROGRAMMING
This Professional Services Agreement ("Agreemi is entered into this rarh day of
n.,v.,,,her , 2025 and is effective retroactive to October 1, 2025 ("Effective Date'),
between the CITY OF MIAMI BEACH, FLORIDA. a municipal mi-pomtton organized and
existing under the laws of the State of Florida, having its principal offices at 1700 Convention
Center Drive, Miami Beach, Florida, 33139 (the 'City*), and AS SWIM, LLC, a Florida limited
liability company, whose address is 12622 NW 23ro Place, Miami, Florida 33167 ('Contractor').
SECTION 1
DEFINITIONS
Agreement. This Agreement between the City and Contractor, including any exhibits
and amendments thereto.
City Manager: The chief administrative officer of the City
City Manager's
Designee: The City staff member who is designated by the City Manager to
administer this Agreement on behalf of the City. The City Manager's
designee shall be the Parks and Recreation Department Director.
Contractor: For the purposes of this Agreement, Contractor shall be deemed to be an
independent contractor, and not an agent or employee of the City.
ServicesAll services, work and actions by the Contractor performed or undertaken
pursuant to the Agreement.
Fee: Amount paid to the Contractor as compensation for Services.
Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center
Drive, Third Floor, Miami Beach, Florida 33139, telephone number (305)
673-7000, Ext. 6435; and fax number (305) 673-7023.
SECTION 2
SCOPE OF SERVICES
2.1 In consideration of the Fee to be paid to Contractor by the City, Contractor shall provide
the work and 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 not have the right to control the hours of the Services performed by the
Contractor; where the Services are performed (although the City will provide Contracts' 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
Docusgn Envelope to: E07DMDM109481369090,-EF434335=4
Dowsgn Envelope ID: BE03ED62-WB 67A-912C-78FC,IB9i
aspect of the actual manner and means of accomplishing the Services provided.
Notwithstanding the foregoing, all Services provided by the Contractor shall be performed In
accordance with the terms and conditions set forth in Exhibit A and to the reasonable
satisfaction of the City Manager. If them are any questions regarding the Services to be
performed. Contractor should contact the following person:
Krystle Cintes
Aquatics Coordinator
1701 Meridian Avenue, Suite 401
Miami Beach, FL'33139
Krystl,,eCintas.@rn>iamibgachggov
2.2 Contractor's Services, and any deliverables incident (hereto, shall be completed in
accordance with the timeline and/or schedule in Exhibit A hereto.
SECTION 3
TERM
The term of this Agreement ("Term") shall commence on the Effective Date and end on
September 30, 2026.
Notwithstanding the Term provided heroin, Contractor shall adhere to any specific timelines,
schedules, dales, and/or performance milestones for completion and delivery of the Services,
as same is/are set forth in the timeline and/or schedule referenced in Exhibit A hereto.
SECTION 4
FEE
4.1 In consideration of the Services to be provided, the Contractor shall retain 70% of all fees
collected by the Contractor from Ihe, program participants (Ile "Pee"), On or before the 20" day
of each following month, the Contract shall pay to the City 30% of all fees collected by the
Contractor from the program participants in (he month prior. Each month, along with payment,
the Contractor shall provide the City with the prior month's rosters, which will include each
participant residency information, and proof of individual payments. In no event shall the
cumulative Fee retained by Contractor exceed $100.000.00.
SECTION 5
TERMINATION
5.1
If the Contractor shall fail to fulfill in a timely manner, or otherwise violates, any of the
covenants, agreements, or stipulations material to this Agreement, the City, through its City
Manager, shall thereupon have the right to terminate this Agreement for cause. Prior to
exercising Its option to terminate for cause, the City shall notify the Contractor of its violation of
the particular term(s) of this Agreement, and shall grant Contractor ten (10) days to cure such
default. If such default remains uncured after ten (10) days, the City may terminate this
Agreement without further notice to Contractor. Upon termination, the City shall be fully
discharged from any and all liabilities, duties, and terms arising out of, or by virtue of, this
Agreement.
D uegn Envelope ID: E07M30D-51D9-48BD-909A-EF43433593G
Docuegn Envelope ID: BE03EDS2 09 16]M912C-i G413990T1A
Notwithstanding the above, the Contractor shall not be relieved of liability to the City for
damages sustained by the City for any breach of the Agreement by the Contractor. The City, at
its sole option and discretion, shall be entitled to bring any and all legal/equitable actions that it
deems to be in its best interest in order to enforce the City's rights and remedies against
Contractor. The City shall be entitled to recover all costs of such actions, including reasonable
attorneys' fees.
5.2 TERMINATION FOR CONVENIENCE OF THE CITY
THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS
CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY
TIME DURING THE TERM BY GIVING WRITTEN NOTICE TO CONTRACTOR OF
SUCH TERMINATION; WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30)
DAYS FOLLOWING RECEIPT BY THE CONTRACTOR OF SUCH NOTICE,
ADDITIONALLY, IN THE EVENT OF A PUBLIC HEALTH, WELFARE OR SAFETY
CONCERN, AS DETERMINED BY THE CITY MANAGER, IN THE CITY MANAGER'S
SOLE DISCRETION, THE CITY MANAGER, PURSUANT TO A VERBAL OR
WRITTEN NOTIFICATION TO CONTRACTOR, MAY IMMEDIATELY SUSPEND THE
SERVICES UNDER THIS AGREEMENT FOR A TIME CERTAIN, OR IN THE
ALTERNATIVE, TERMINATE THIS AGREEMENT ON A GIVEN DATE. IF THE
AGREEMENT IS TERMINATED FOR CONVENIENCE BY THE CITY, 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.
6.3 TERMINATION FOR INSOLVENCY
The City also reserves the right to terminate the Agreement in the event the Contractor is
placed either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of
creditors. In such event, the right and obligations for the parties shall be the same as provided
for in Section 5.2.
SECTION 6
INDEMNIFICATION AND INSURANCE REQUIREMENTS
6.1 INDEMNIFICATION
Contractor agrees to indemnify, defend and hold harmless the City of Miami Beach and its
officers, employees, agents, and contractors. from and against any and all actions (whether at
law or in equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys'
fees and costs, for personal, economic or bodily injury, wrongful death, loss of or damage to
property, which may ense or be alleged to have arisen from the negligent acts, errors,
omissions or other wrongful conduct of the Contractor, its officers, employees, agents,
contractors, or any other person or entity acting under Contractor's control or supervision, In
connection with, related to, or as a result of the Contractors performance of the Services
pursuant to this Agreement. To that extent, the Contractor shall pay all such claims and losses
and shall pay all such costs and judgments which may issue from any lawsuit arising from such
claims and losses, and shall pay all costs and attorneys fees expanded by the City in the
defense of such claims and losses, Including appeals. The Contractor expressly understands
Docusign Envelope ID: EVDFMD518 11B0.90BA-EF43433593Cl
Docuslpn En i eID: BEMED52ABDDO67A-91WJBFUB99077A
and agrees (hat any insurance protection required by this Agreement or therwise 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 we percent (1%) of the total compensation to Contractor for
performance of the Services under this Agreement is the specific consideration from the City to
the Contractor for the Contractor's indemnity agreement. The provisions of (his Section 0.1 and
of this indemnification shall survive termination or expiration of this Agreement.
6.2 INSURANCE REQUIREMENTS
The Contractor shall maintain and carry in full force during the Term, the following insurance
1. Contractor General Liability, in the amount of $1,000,000;
2. Workers Compensation 8 Employers Liability, as required pursuant to Florida Statutes',
3. Professional Liability, in the amount of $1,000,000
City of Miami Beach must be included by endorsement as an additional insured with respect to
all liability policies (except Professional Liability and Workers' Compensation) arising out of work
or operations performed on behalf of the Contractor including materials, parts, or equipment
furnished in connection with such work or operations and automobiles owned, leased, hired or
borrowed in the form of an endorsement to the Contractors insurance.
Each insurance policy required above shall provide that coverage shall not be cancelled, except
with notice to the City of Miami Beach clo EXIGIS Insurance Compliance Services.
Contractor agrees to obtain any endorsement that may be necessary to affect the waiver of
subrogation on the coverages required. However, this provision applies regardless of whether
the City has received a waiver of subrogation endorsement from the insurer.
Insurance must be placed with insurers with a current A.M. Best rating of A:VII or higher. If not
rated, exceptions may be made for members of the Florida Insurance Funds (i.e. FWCIGA,
FAJUA). Carriers may also be considered if they are licensed and authorized to do insurance
business in the Stale of Florida.
Contractor shall furnish the City with original certificates and amendatory endorsements, or
copies of the applicable insurance language, effecting coverage required by this Agreement. All
certificates and endorsements must be received and approved by the City before any work
commences. However, failure to obtain the required documents prior to the work beginning shall
not waive the Contractor's obligation to provide them. The City reserves the right to require
complete, certified copies of all required insurance policies, including endorsements, required by
these specifications, at any time.
CERTIFICATE HOLDER ON ALL COI MUST READ:
CITY OF MIAMI BEACH
Go EXIGIS Insurance Compliance Services
P.O. Box 947
Mumeta, CA 92564
Dowsign Envelope ID: EWDFMDG109401!1D-909A-EF434 93C4
Daxs,in Envelope ID: MWED52-9000407M912C-10FC4099077A
Kindly submit all certificates of insurance, endorsements, and exemption letters to our servicing
agent, EXIGIS, at
Certificates -miamibeacll riskw_orks.con,
The City of Miami Beach reserves the right to modify these requirements, including limits, based
on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Compliance with the foregoing requirements shall not relieve Contractor of its liability and
obligation under (his Section or under any other section of this Agreement.
SECTION 7
LITIGATION JURISDICTIONIVENUE/JURY TRIAL WAIVER
This Agreement shall be construed in accordance with the laws of the Slate of Florida. This
Agreement shall be enforceable in Miami -Dade County, Florida, and if legal action is necessary
by either party with respect to the enforcement of any or all of the terms or conditions herein,
exclusive venue for the enforcement of same shall lie in Miami -Dade County, Florida. By
entering into this Agreement, Contractor and the City expressly waive any rights either party
may have to a trial by jury of any civil litigation related to or arising out of this Agreement.
SECTION 8
LIMITATION OF CITY'S LIABILITY
The City desires to enter into this Agreement only if In so doing the City can place a limit on the
City's liability for any cause of action, for money damages due to an alleged breach by the City
of this Agreement, so that its liability for any such breach never exceeds the sum of $10,000.
Contractor hereby expresses its willingness to enter Into this Agreement with Contractor's
recovery from the City for any damage action for breach of contract to be limited to a maximum
amount of $10,000.
Accordingly, and notwithstanding any other term or condition of this Agreement, Contractor
hereby agrees that the City shall not be liable to the Contractor for damages In an amount in
excess of $10,000 for any action or claim for breach of contract arising out of the performance
or non -Performance of any obligations Imposed upon the City by this Agreement.
Nothing contained in this section or elsewhere in this Agreement is in any way Intended to be a
waiver of the limitation placed upon the City's liability, as set forth In Section 768,28, Florida
Statutes.
SECTION 9
DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAW$IPATENT RIGHTS* COPYRIGHT
AND CONFIDENTIAL FINDINGS
9.1 DUTY OF CARE
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 professionals with respect to the performance of comparable work and/or
services.
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9.2 COMPLIANCE WITH APPLICABLE LAWS
In its performance of the Services, Contractor shall comply will all applicable laws, ordinances,
and regulations of the City, Miami-Oade County, the Stale of Florida, and me federal
government, as applicable.
9.3 PATENT RIGHTS' COPYRIGHT' CONFIDENTIAL FINDINGS
Any work product arising out of this Agreement, as well as all information SPecifmations,
processes, data and findings, are intended to be the property of the City and shall not otherwise
be made public and/or disseminated by Contractor, without the prior written consent of the City
Manager, excepting any information, records etcwhich are required to be disclosed pursuant ID
Court Order and/or Florida Public Records Law.
All reports, documents, articles, devices, and/or work produced in whole or in pad under this
Agreement are intended to be the sole and exclusive property of the City, and shall not be
subject to any application for copyright or patent by or on behalf of the Contractor or its
employees or sub -Contractors, without the prior written consent of the City Manager.
SECTION 10
GENERAL PROVISIONS
10.1 AUDIT AND INSPECTIONS
Upon reasonable verbal or written notice to Contractor, and at any time during normal
business hours (i.e. 9AM - 5PM, Monday through Fridays, excluding nationally recognized
holidays), and as often as the City Manager may, in his/her reasonable discretion and
judgment, deem necessary, there shall be made available to the City Manager, and/or such
representatives as the City Manager may deem to act on the City's behalf, to audit, examine,
and/ or inspect, any and all other documents and/or records relating to all matters covered by
this Agreement. Contractor shall maintain any and all such records at its place of business at
the address set forth in the "Notices" section of this Agreement.
10.2 INSPECTOR GENERAL AUDIT RIGHTS
(A) Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has
established the Office of the Inspector General which may, on a random basis, perform
reviews, audits, inspections and investigations on all City contracts, Ihroughoul the
duration of said contracts. This random audit is separate and distinct from any other
audit performed by or an 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
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shall have the power to audit, investigate, monitor, oversee, inspect and review
operations, activities, performance and procurement process including but net limited to
project design, bid specificatlons, (bid/proposal) submittals, activities of the Contractor,
its officers, agents and employees, lobbyists, City staff and elected officials to ensure
compliance with the contract documents and to detect fraud and corruption. Pursuant to
Section 2-378 of the City Code, the City is shriveling a percentage of its overall annual
contract expenditures to fund the activities and operations of the Office of Inspector
General.
(C) Upon ten (10) days written notice to the Contractor, the Contractor shall make all
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, (bdiproposal) submittals, activities of the Contractor its
officers, agents and employees, lobbyists, City staff and elected officials to ensure
compliance with the contract documents and to detect fraud and corruption.
(D) The Inspector General shall have the night to inspect and copy all documents and
records in the Contractor's possession, custody or control which in the Inspector
General's sole judgment, pertain to performance of the contract, including, but not limited
to original estimate files, change order estimate files, worksheets, proposals and
agreements from and with successful subcontractors and suppliers, all project -related
correspondence, memoranda, instructions, financial documents, construction
documents, (bid/proposal) and contract documents, backchange 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 al 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, 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:
i. 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
iI, 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) fire provisions in this section shall apply to the Contractor, its officers, agents,
employees, subcontractors and suppliers. The Contractor shall incorporate the
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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
he construed to impose any liability on the City by the Contractor or third parties.
10.3 ASSIGNMENT TRANSFEROR SUBCONSULTING
Contractor shall not subcontract, assign, or transfer all or any portion of any work and/or
service under this Agreement without the prior written consent of the City Manager, which
consent, if given at all, shall be in the Manager's sole judgment and discretion. Neither this
Agreement, nor any term or provision hereof, or right hereunder, shall be assignable unless as
approved pursuant to this section, and any attempt to make such assignment (unless
approved) shall be void.
10.4 PUBLIC ENTITY CRIMES
Prior to commencement of the Services, the Contractor shall file a State of Florida Form PUR
7D68, Sworn Statement under Section 287. 133(3)(a) Florida Statute on Public Entity Crimes
with the City's Procurement Division.
10.5 NO DISCRIMINATION
In connection with the performance of the Services, the Contractor shall not exclude from
participation in, deny the benefits of, or subject to discrimination anyone on the grounds of
race, color, national origin, sex, age, disability, religion, income or family status.
Additionally, Contractor shall comply fully with the City of Miami Beach Human Rights
Ordnance, codified in Chapter 62 of the City Code, 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, intemexuality, 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, or political affiliation.
10.6 CONFLICT OF INTEREST
Contractor herein agrees to adhere to and be governed by all applicable Miami -Dade County
Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami -Dade County
Code, as may be amended from time to time, and by the City of Miami Beach Charter and
Code, as may be amended from time to time, both of which are incorporated by reference as if
fully set forth herein.
Contractor covenants that it presently has no interest and shall not acquire any interest,
directly or indirectly, which could conflict in any manner or degree with the performance of the
Services. Contractor further covenants that in the performance of this Agreement, Contractor
shall not employ any person having any such interest.
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10.7 CONTRACTOR'S COMPLIANCE WITH 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.
(e) 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 software, or other material, regardless of the physical form,
characteristics, or means of transmission, made or received pursuant to law or
ordinance or in connection with the transaction of official business of the City
(C) Pursuant to Section 119.0701 of the Florida Statutes, if the Contractor meets the
definition of"Conlrectof' 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 coped
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 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 Contractor 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 completion 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 completion of the Agreement, the Contractor shall
meal 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 RECORDS; 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 this Agreement, and the City, at its sole discretion, may (1) unilaterally
terminate the Agreement; (2) avail itself of the remedies set forth under the
Agreement; and/or (3) avail Itself of any available remedies at law or in equity.
(3) A Contractor who fails to provide the public records to the City within a
reasonable time maybe 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
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against the Contractor the reasonable costs of enforcement, including
reasonable attorneys' 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 8 business days before filing the action, the plaintiff provided written
notice of the public records request, including a statement that the
Contractor has not complied with the request, to the City and to the
Contractor.
(2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of
public records and to the Contractor at the Contractor's address listed on its
contract with the City or to the Contractor's registered agent. Such notices most
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 8 business days
after the notice is sent Is not liable for the reasonable costs of enforcement.
(F) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, OR AS
TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADOAMIAMIBEACHFL.GOV
PHONE: 305-673-7411
10.8 FORCE MAJEURE
(A) A "Force Ma)eure- 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 (it) is beyond the
reasonable control of such party unable to perform the obligation, and (iit) 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, tires, epidemics, pandemics, terronsm,
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 Contractors performance of its contractual obligations is prevented or
delayed by an event believed by to be Force Meteors such party shall immediately,
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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, (it) of the nature of the event and the cause
thereof. (iil) 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 lake in order to mitigate
the detrimental effects of the event. The timely delivery of the notice of the occurrence of
a Force Majeure event is a condition precedent to allowance of any relief pursuant to this
section; however, receipt of such notice shall not constitute acceptance that the event
claimed to be a Force Majeure event is in fact Force Majeure, and the burden of proof of
the occurrence of a Force Majeure event shall be on the requesting party.
(C) No party herein 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 then 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 wrrecl or cure
the event or condition excusing performance and otherwise to remedy its inability to
perform to the extent its inability to perform is the direct result of the Force Majeure
event with all reasonable dispatch.
(0) Obligations pursuant to the Agreement that amse 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 poor to the occurrence of a Force Majeure event shall not be subject to
the Force Majeure provisions.
(E) Notwithstanding any other provision to the contrary herein, in the event of a Force
Majeure occurrence, the City may, at the sole discretion of the City Manager, suspend
the 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 (30) days, the City may, at the sole discretion of the City Manager,
terminate the Agreement on a given dale, 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 slated term.
10.9 E-VERIFY
(A) To the extent that Contractor provides labor, supplies, or services under this Agreement,
Contractor shall comply with Section 448,095, Florida Statutes, "Employment Eligibility"
("E-Verify Statute'), as may be amended from time to time. Pursuant to the E-Verify
Statute, commencing on January 1, 2021, Contractor shall register with and use the E-
Verify system to verify the work authorization status of all newly hired employees during
the Term of the Agreement. Additionally, Contractor shall expressly require any
subContractor performing work or providing services pursuant to the Agreement to
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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 subConlractor. If Contractor
enters into a contract with an approved subContractor, the subContractor must provide
the Contractor with an affidavit stating that the subContractor does net employ, contract
with, or subcontract with an unauthorized alien. Contractor shall maintain a copy of such
affidavit for the duration of this Agreement or such other extended period as may be
required under this Agreement.
(B) TERMINATION RIGHTS.
(1) If the City has a good faith belief that Contractor has knowingly violated Section
448.09(l), Florida Statutes, which prohibits any person from knowingly
employing, hiring, recruiting, or referring an alien who is not duly authorized to
work by the immigration laws or the Attorney General of the United Stales, 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 10.9(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 City to terminate this Agreement for cause.
(3) A contract terminated under the foregoing Subsection (Bpp or (6)(2) is not in
breach o(contlact and may not be considered as such.
(4) The City or Contractor or a subConbactor may file an action with the Circuit or
County Court to challenge a termination under the foregoing Subsection (B)(1) or
(13)(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 (13)(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 10.9,
10.10 CONTRACTOR'S COMPLIANCE WITH ANTI -HUMAN TRAFFICKING LAWS
Contractor agrees to comply with Section 787.06. Florida Statutes, as may be amended from
time to time, and has executed the Anti -Human Trafficking Affidavit, containing the certification
of compliance with anti -human trafficking laws, as required by Section 787.06(13), Florida
Statutes, a copy of which is attached hereto as Exhibit'B".
10.11 PROHIBITION ON CONTRACTING WITH A BUSINESS ENGAGING IN A BOYCOTT
Contractor warrants and represents that it is not currently engaged in, and will not engage in, a
boycott, as defined in Section 2-375 of the City Code. In accordance with Section 2-375.1(2)(a)
of the City Code, Contractor hereby certifies that Contractor is not currently engaged in, and for
the duration of the Agreement, will not engage in a boycott of Israel.
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10.12 PROHIBITION ON CONTRACTING WITH AN INDIVIDUAL OR ENTITY WHICH HAS
PERFORMED SERVICES FOR COMPENSATION TO A CANDIDATE FOR CITY
ELECTED OFFICE
Contractor warrants and represents that, within two (2) years prior to the Effective Dale,
Contractor has hat 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.
For the avoidance of doubt, the restrictions on contracting with the City pursuant to Section 2-
379 of the City Cade shall not anal y to the following.
(a) Any individual or entity that provides goods to a candidate for office.
(b) Any individual or entity (hat provides services to a candidate for office if those same
services are regularly performed by the individual or entity in the ordinary course of
business for clients or customers other than candidates for office. This includes,
without limitation, banks, telephone or into net service providers, printing companies,
event venues, restaurants, caterers, transportation providers, and office supply
vendors,
(0) Any individual or entity which performs licensed professional services (including for
example, legal or accounting services).
10.13 PROHIBITION AGAINST CONTRACTING WITH FOREIGN COUNTRIES OF
CONCERN WHEN AN INDIVIDUAL'S PERSONAL IDENTIFYING INFORMATION
MAYBE ACCESSED
Contractor hereby agrees to comply with Section 287.138, Florida Statutes, as may be
amended from time to time, which states that as of January 1, 2024, a governmental entity may
rat accept a bid on, a proposal for, or a reply to, or enter into, a contract with an entity which
would grant the entity access to an individual's personal identifying information (PII), unless the
entity provides the governmental entity with an affidavit signed by an officer or representative of
the entity under penalty of perjury attesting that the entity does not meet any of the criteria in
Paragraphs 2(ay(c) of Section 287.138, Florida Statutes: (a) the entity is owned by a
government of a foreign country of concern; (b) the government of a foreign country of concern
has a controlling interest in the entity, of to) the entity is organized under the laws of or has its
principal place of business in a foreign country of concern (each a "Prohibited Entity'). A foreign
country of concern is defined in Section 287.138 (1)(c), Florida Statutes, as may be amended
from time to time, as the People's Republic of China, the Russian Federation, the Islamic
Republic of Iran, the Democratic People's Republic of Korea, the Republic of Cuba, the
Venezuelan regime of Nicolas Madura, or the Syrian Arab Republic, including any agency of of
any other entity or significant control of such foreign country of concern. Additionally, beginning
July 1, 2025, a governmental entity may not extend or renew a contract with a Prohibited Entity.
Contractor warrants and represents that it does not fall within the definition of a Prohibited
Entity, and as such, has caused an authorized representative of Contractor to execute the
"Prohibition Against Contracting with Entities of Foreign Countries of Concern Affidavit,
incorporated herein by reference and attached hereto as Exhibit "C.
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SECTION it
NOTICES
All notices and communications in writing required or permitted hereunder, shall 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
TO CONTRACTOR: AS SWIM, LLC
12822 NW 23 PL
MIAMI FL 3.3167
ATTN: ALFREDO EDUARDO RIOS BRACHO,
MANAGER
TO CITY: CITY OF MIAMI BEACH
PARKS AND RECREATION DEPARTMENT
1701 MERIDIAN AVENUE, SUITE 401
MIAMI BEACH, FL 33139
A RN'. JOHN REBAR, DIRECTOR
Notice may also be provided to any other address designated by the party to receive notice if such
alternate address Is provided via U.S. certified mail, return receipt requested, hand delivered, or by
overnight delivery. In the event an alternate notice address is properly provided, notice shall be
sent to such alternate address in addition to any other address which notice would otherwise be
sent. unless other delivery instruction as specifically provided for by the party entitled to notice.
Notice shall be deemed given on the date of an acknowledged receipt, or, in all other cases, on the
date of receipt or refusal.
SECTION 12
MISCELLANEOUS PROVISIONS
12.1 CHANGES AND ADDITIONS
This Agreement cannot be modified or amended without the express written consent of the
parties. No modification, amendment, or alteration of the terns or conditions contained herein
shall be effective unless contained in a written document executed with the same formality and
of equal dignity herewith.
12.2 SEVERASILITY
If any term or provision or this Agreement is held invalid or unenforceable, the remainder of this
Agreement shall not be affected and ovary other term and provision of this Agreement shall be
valid and be enforced to the fullest extent permitted by law.
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12.3 WAIVER OF BREACH
A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of
such provision or modification of this Agreement. A party's waiver of any breach of a provision
of this Agreement shell not be deemed a waiver of any subsequent breach and shall not be
construed to be a modification of the terms of this Agreement.
12.4 JOINT PREPARATION
The parties hereto acknowledge that they have sought and 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 Nis been agreed to by parties to express their mutual intent and the
resulting document shall not, solely as a matter of judicial construction, be construed more
severely against one of the parties than the other.
12.5 ENTIRETY OF AGREEMENT
The City and Contractor agree that this is the entire agreement between the parties, This
Agreement supersedes all prior oegobations, correspondence, conversations, agreements of
understandings applicable to the matters contained herein, and there are no commitments,
agreements or understandings concerning the subject matter of this Agreement that are not
contained in this document. Title and paragraph headings are for convenient reference and are
not intended to confer any rights or obligations upon the parties to this Agreement.
12.6 BACKGROUND CHECK REQUIREMENT
In accordance with Sections 943.0542, 984.01, 39001 and 1012..465, Florida Statutes and
Chapters 430, 435, and 402, Florida Statutes, as applicable, employees, volunteers,
contractors, and subcontracted personnel who work in direct contact with the vulnerable
population or who come into direct contact with the vulnerable population must complete a
satisfactory Level 2 background screening prior to commencing work pursuant to this
Agreement.
Level 2 Background screenings must be completed through the City of Miami Beech, Human
Resources Department. Contractor agrees to complete Level 2 Background screening prior to
initiating any work related to this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their appropriate officials, as of the date first entered above.
FOR CITY:
ATTEST:
Ka atl E 6ratna�o _
Re6ft_tef(To, Cily Clerk
Date: 12/16/2025 11:11 AM EST
FOR CONTRACTOR:
ATTEST:
�iJi1t. �.i n#NS �ypifCl I CWQ1+1aha✓
not I� me and Tide
Date: —LI).[aws___—.
16
CITY OF MIAMI BEACH, FLORIDA
By . AA
Eric pgnfer, ity Manager
AB SWIM, LLC
BY: 1 A
�U F Ibu .i11 IdV — 9oa wT—
Prinl Name and Title
APPROVED AS TO
FORM & LANGUAGE
& FO ECUTION
;A City Attorney F'+' Dale
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EXHIBIT "A"
SCOPE OF SERVICES
Contractor shall establish and administer Competitive Swim Team programming for Miami Beach
residents and visitors at the (diming locations.
1,) Scott Rakow Youth Center (2700 Sheridan !venue, Miami Beach, FL 33140)
2.) Normandy Isle Pod (7030 Trouville Esplanade, Miami Beach, FL 33141)
3.) Flamingo Perk Pod (1200 Michigan Ivenue, Miami Beach, FL, 33139)
Contractor shall provide instruction for ages 6 through 18. Contractar shall also coordinate staffing and
ensure Gasses are staffed at all times.
Contractor shall register participants in Contracid's classes. Contractor shall offer Miami Beach residents
discounted rates to participate as set forth below. At least 75% of participants in Contractors program
shall be Miami Beach residents. The City shall caoNinete and/or provide facility access as neressary.
Locations are subject to change based on programming needs.
Participant Fee Per Monthly Session,
Miami Beach Residents: 3160.00 (2 times per week)
Non -Residents: $20000 (21lmes par week)
Participant Fee Per Monthly Session:
Miami Beach Residents: $180.00 (3 times per week + 2 dry land practices)
Non -Residents: $225 00 (3 times per week + 2 dry land practices)
Participant Fee Per Monthly Session.
Miami Beach Residents. $200.00 (5-8 times per week+ 2 dry land practices)
Non-Ressenls: $250.001," times per week+ 2 dry land practices)
The City shall be entillod to 30% of all revenue wllecled by Contractor from programming fees, clinic-, and
group training fees.
Items that will not have a revenue split
1.) Uniform that may include: Team bathing suit, cap, sweat. towel, and sports bag
2.) Equipment required: goggles, mesh bag, paddles, fins, kickDoard, and frontal snorkel
3.) USA Swimming registration fee 2025-26: $90.00
Any change to the approved foes shall requite prior written approval of the City Manager
LMELINE FOR DELIVERABLES
Within 10 days from the Effective Date, Contractor shall provide the conlact person with the proposed
schedule of all programming for review and approval, Once approved. any changes to the schedule shall
on coordinated through the Parks and Rocmabis, Department Director or his or bar designee, and shall
be subject to the written approval of the parties,
17
Doousign Envelope ID: E07DF30MI094880-909MEF43433593
Docuelgn Envelope ID: 8ENED5Z-98DDb67A-912c-78FC4899077A
EXHIBIT "C"
PROHIBITION AGAINST CONTRACTING WITH FOREIGN COUNTRIES OF CONCERN
AFFIDAVIT
In accordance with Section 287.138, Florida Statutes, Incorporated herein by reference. the
undersigned, on behalf of Contractor, hereby attests under penalty of perjury that Contractor
does not meet any of the following criteria in Paragraphs 2(ay(c) of Section 281,138, Florida Statutes:
(a) Contractor is owned by a government of a foreign country of concem; (b) the government of a foreign
country of concern has a controlling Interest In Contractor or (c) Contractor is organized under the laws of
or has its principal place of business in a foreign country of concern.
I understand that I am swearing or affirming under oath, under penalties of perjury, to the
truthfulness of the claims made in this affidavit and that the Punishment for knowingly making a
false statement includes fines and/or imprisonment.
The undersigned is authorized to execute this affidavit on behalf of Contractor.
CONTRACTOR:
AB Swim, LLC, a Florida li k ility company.
12B?L njvJ 23 QL M IY.uW �. 3316�
Ignat (Address) - -
NameMbs: parade nr Jv, m.d laa
Stale of EkAde
County of Lehi see.__-__._._
The foregoing instrument was acknowledged before me by means of W physical presence or ❑
online notarization, this Ish day of Derwntnr 2025 by
Armco. eract,o __, as of AS Swim, LLC, a
Florida limited liability company, known to me to be the person described herein, or who
produced as identification, and who did/did not take an
oath.
NOTARY PUBLIC.
(Signature „ _ MELODY PEeEZ
Melody Perez >w." ��•� .
(Print Name) w,.ros. ro7s
My commission expires: August 5, 2029
19
Doaeign Envelope ID'. E07DF3DDL10948BD-909 EF4W3593C0
Du ign Envelope ID: eE03ED52-WDo467M912G78FC4B9s077A
EXHIBIT "B"
ANTI -HUMAN TRAFFICKING AFFIDAVIT
In accordance with Section 787.06 (13), Florida Statutes, the undersigned, on behalf of
Contractor hereby attests under penalty of perjury that Contractor does not use coercion for
labor or services as defined in Section 787.06. Florida Statutes, entitled 'Human Trafficking'.
I understand that I am swearing or affirming under oath to the truthfulness of the claims made in
this affidavit and that the punishment for knowingly making a raise statement includes fines
and/or imprisonment.
The undersigned is authorized to execute this affidavit on behalf of Contractor.
CONTRACTOR:
AB Swim, LLC, a Florida limited liability company.
_ ILOzz Ow 2a PL Hm4 ITL "wo
n lur (Address)
S
NamelTite: _y= —
State of Fw+m _
County of Me ryrle _
The foregoing instrument was acknowledged before me by means of 9 physical presence or 0
online notarization, this sin,— day of ------------ 2025 by
as _- ylanager._______ -_.:.. of AS Swim, LLC, a
Florida limited liability company, known to me to be the person described herein, or who
produced __ _— __. as identification, and who dldldid not take an
oath
NOTARY PUBLIC:
(Signature)
(Print Name)
My commission expires: _August 5,_2029
y MELOOY VEeEZ
isuM„a fa,.a
IILglf"[omm sMf fear
11�5� MrCa�mMaaanf.px��
W.
18
Oocusign Envelops ID: E07DF3DD-510948BD-909A-EF43433593C4
consign Ema,aaa ID: aE03ED52-WD0467A-912C-76FCaISM77A
0
JIMMY PATRONIS
CHIEF FINANCIAL OFFICER STATE OF FLORIDA
DEPARTMENT OF FINANCIAL SERVICES
DIVISION OF WORKERS' COMPENSATION
"CERTIFICATE OF ELECTION TO BE EXEMPT FROM FLORIDA WORKERS' COMPENSATION LAW a'
NON -CONSTRUCTION INDUSTRY EXEMPTION
This certifies that the individual listed below has elected to be exempt from Florida Workers' Compensation law.
EFFECTIVE DATE: 10/2812024
PERSON: ALFREDO E BRACHO
FEIN: 993446912
BUSINESS NAME AND ADDRESS:
AS SWIM LLC
12822 NW 23 PL
MIAMI, FL 33167
EXPIRATION DATE: 10/2&2026
EMAIL: COACHBRACH082®GMAIL.COM
This Certificate of election to be exempt is NOT a license issued by the Department of Business and Professional
Regulation. To determine if the certificate holder is required to have a license to perform work or to verify the
license of the certificate holder, go to www.myllcmdalicense.com.
W
for IadW of Wa paraon
on Ile nonce d eaG nW Waxe
Than Ue eueled W revocelbn IC at
aer mach 6e mcuiremeft or MIS
.for
cani6cale or elation urker
DFS-F24)WC-252 CERTIFICATE OF ELECTION TO BE EXEMPT E020197M QUESTIONS? (850) 413-1809
RULE 69L-6.012, F.A.C. REVISED 01=23
Daysign Envelope 10: E070F3DD-5109d BD-909A-EF43433593C4
Dowel, Envelope ID'. BE03E052-96DO487A-912 78FC4899071A
Pnwldw Name:
Aft Printed ly: Me" Perez
1 a OGA NumMr:
pePamn.itatChildren Background Screening Result
and Familiar
This individual's eligibility status as of 5/29/2024 is provided below. The employer must retain a hard copy of this
result in the individual's employee file. If we become aware of a change in an individual's eligibility status, an email
notification will be sent to the most recent employer of record in the Clearinghouse or the last provider to submit a
screening request through the Clearinghouse. It is recommended health care and/or service provider employers
check the screening results of staff regularly as an individual's status may change based on information received. If
you become aware of an event that may change the employee's eligibility please contact your specified agency,
Department of Children and Families, at 888-352-2849. The employer must take the appropriate action when a
change in status occurs In accordance with Section 435.06, Florida Statutes.
Applicant Name: SSN: Date of Birth: Race: Sex:
ALFREDO BRACHO XXX-XX-3898 5/29/1982 WHITE MALE
Retained Prints Expiration Date: 11/10/2026
Clearinghouse Screening Available?: Yes
Department of Children and Families Eligibility
The Department has reviewed child welfare records for the State of Florida.
This search was conducted In Florida's Automated Child Welfare Information System (SACWIS).
✓ There is no record of the applicant being listed as the caregiver responsible for a verified finding of abuse,
abandonment or neglect of a child.
The individual may request additional information pursuant to s.39.202, Florida Statutes.
Item
Status
Eligibility Determination Date
DCF General
Eligible
12/3/2021
DCF Child Care
Eligible
12/3/2021
DCF Substance Abuse
Eligible
12/3/2021
DCF Summer Camps
Eligible
6/11/2021
DCF Mental Health
Agency Restate Required
APO General
Agency Review Required
APD Developmental Disability Centers
Agency Review Required
APO CDC
Agency Review Required
ED3pjgyDlaDt History (as reponetl to Florda's
Background Screening Clean ghouig.l2y_provider a pjOy&5-.)
Provider
Position Hire Date
End Date
City of Miami Beach Parks and Recreation Other 10/01/2023
Athletics - 1113763BZ
Docmign Envelope ID: E07DF3D051094613D-909A-EF43433593D4
[WusiV Enel ID: BE03ED52-MD9167A-912G78FDB98677A
Print Event: 161464275 Print Date: 5/29/2024
Dp sign Envelope ID: EWDFMD-510g-0MD MM-EF4M3W!33
Documgn Envelope ID: BEMED5248D"6]A-9126]8FCgBBB 77A
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Form: Chan, Nrystle cgoegl.r'rn..Rmama e
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Please we attaTe&.
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To: Inurry, Kenn xK,,,i,1 umMmrrmiwrh a—,0.11tt, Me, xMzrfA«vat«rtvlmumrF«xnrl enm
Subi Certificate of Insurame Fenix Snm dub
Goan off.. Marc oral..,
Please we the anacnea We for approval.
Sog a of emrk: amf... iorel 5nvia cm.r. reg.1cl,Me. ream at Soon Rek. Youth Car.
Thank Wal
If you have any aueibom or cmcerr , deasa feel free to wnric me.
Rviu,d,
M', f, Clnsn, A9...... CmNlmw
PARKS & RECREATION DEPARTMENT
Miami buff, FL 33119
ino I,, u. n c 23TST
w.v n _ .�
Docusign Envelope ID: E07DFMDS11�48126909A-EFa3A3359i
MIAMIBEACH
N/A I Professiona l Services Agreement- AB Swim LLC(Swim Team)
AB Swim LLC Parks and Recreation
Department Director Name & Signature �SYACM Name &Signature
Tyce 1-Cnntort, amendment, change order or task order resuning from a procurement -issued comperitne solicitatbn.
%
Type 1-Other Contract amendment change order or task order not resulting from a procurement -Issued Competitive solitlGtion.
Type 3- Independent Contrartor Agraxrnent(ICA)
Type6-Tenant Agreement
Types-Gmntagreemen%with Me Cltyasthemiplent
Type] -Inter -governmental agency agreement
Time S-Grant agreements with the City as thegrentor
other:
This is an Amendment to the Professional Services Agreement between AIR Swim LLC ano the CRy M Mpml BMCh rar ]Wlm
Team Instruction. The term of this agreement is 12 months )October 1, 2D25 -September 30, 2026) The amendment was to
modify Section 0.1 of the agreement to Increase the Fee from an amount not to exceed $100,000.00 to an amount not to
exceed $150,000.00, which shall be paid as described in Exhibit 8 to the Agreement. On December 12, 2025, the Mayor and
City Commission adopted Resolution No. 2025-33996 authorizing the City to increase the Fee by $50,000.00 to an amount
not to exceed $150,0DO.00.
Please find the original agreement attached. The Contractor has passed their background check with the Human Resources
;A1110ten al lseriods Total Term (Original a Renewals)
r r .
Gran[Funtletl: Yes % No a State Federal
Year Annual Cost "ISIX11111succcuum
1 1 $45,000 1 031-8006347202-00-307-3a&00-0P00
Othersource
Require Enhancement
Yes I INo
2 1 1
Yes
No
3 1
Yes
No
A
Yes
No
5
Yes
No
1. For contracts longer than five years, contact the Procurement Department. 2. Attach any supporting explanation needed.
3. Budget approval Indicates approval for current fiscal year only. Future years are subject to City Commission approval of
annual adopted operating budget.
Procurement:
N/A
Grants:
N/A
Budget
-
Information Technology:
N/A
WW
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Docusign Envelope ID: E6/DF3DD51M48BD-9M-EF43433593G
Risk Management:
Flee &Facilities:
N/A
Human Resources:
N
Other: