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HomeMy WebLinkAboutICA Agreement between the CMB and Christina L. PetersonDocusign Envelope ID: 20613FE1-7868-48B4-AE54-F5C65CAA1F77 2-0 25 - 3 H 6 d y- FEB 2 4 2026 INDEPENDENT CONTRACTOR AGREEMENT This Agreement is entered into on this day of , 2026 between CHRISTINA L. PETERSON ("Contractor"), and the City of Miami Beach, Florida (the "City"), with an effective starting date of December 18, 2025, and an end date of March 8, 2026 (the "Term"). Description of Services. Contractor will provide the services described in Exhibit "A" hereto (the "Services"). Although Contractor may receive a schedule of the available hours to provide its Services, the City shall not control nor have the right to control the hours of the Services performed by the Contractor; where the Services are performed (although the 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 in accordance with the terms and conditions set forth in Exhibit "A" hereto and to the reasonable satisfaction of the City Manager. If there are any questions regarding the Services to be performed, Contractor should contact the following person: Danielle Bender Cultural Affairs Manager 1755 Meridian Avenue, 5th Floor Miami Beach, FL 33139 Danielle6ender@miamibeachfl.gov or (305) 673-7577 x26256 2. Fee. In consideration of the Services to be provided pursuant to this Agreement, the City agrees to pay Contractor a fee, not to exceed the amount of USD 15,000.00 (the "Fee"), which shall be paid as described in Exhibit "B" hereto. The Contractor shall issue invoices to the City pursuant to the mutual agreement of the parties and pursuant to the Fee Schedule set forth in Exhibit "B" hereto, which invoices shall include a detailed description of that portion (or those portions) of the Services provided. The City shall remit payment to the Contractor within 45 days of receiving an acceptable and approved invoice from the Contractor for that portion (or those portions) of the Services satisfactorily rendered (and referred to in the particular invoice). Invoices shall be submitted to the City at the following address: Danielle Bender Cultural Affairs Manager 1755 Meridian Avenue, 51h Floor Miami Beach, FL 33139 Danielle6ender@miamibeachfl.gov 3. Termination. 3.1 Termination for Cause: If Contractor shall fail to fulfill in a timely manner, or otherwise violates, any of the covenants, agreements, or stipulations material to this Agreement, Docusign Envelope ID: 20B13FEl-7BB8-48B4-AE54-F5CB5CAAlF77 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 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. Notwithstanding the above, Contractor shall not be relieved of liability to the City for damages sustained by the City for any breach of the Agreement by 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. 3.2 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 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. 3.3 Termination for Insolvency: The City also reserves the right to terminate the Agreement in the event 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 3.2. 4. Indemnification/Hold Harmless/Insurance. Contractor agrees to indemnify, defend, and hold harmless the City of Miami Beach and its officers, employees and agents, from and against any and all actions (whether at law or in equity), claims, liabilities, losses and expenses including, but not limited to, attorney's fees and costs, for personal, economic or bodily injury, wrongful death, loss of or damage to property, at law or in equity, which may arise or be alleged to have arisen from the negligent acts or omissions or other wrongful conduct of Contractor, and/or any and all subcontractors, employees, agents, or any other person or entity acting under Contractor's control, in connection with the Contractor's performance of the services pursuant to this Agreement. Contractor shall pay all such claims and losses and shall pay all costs and judgments, which may arise from any lawsuit arising from such claims and losses and shall pay all costs and attorney's fees expended by the City in defense of such claims and losses, including appeals. The parties agree that one percent (1%) of the total compensation to Contractor for performance of the Services under this Agreement is the specific consideration from the City to Contractor for Page 2 of 29 Docusign Envelope ID: 20B13FEl-7BB8-48B4-AE54-F5CB5CAAIF77 the Contractor's agreement to indemnify and hold the City harmless, as provided herein. Contractor and the City hereby agree and acknowledge that this indemnity provision is intended to and shall survive the termination (or earlier expiration) of this Agreement. The Contractor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Contractor shall in no way limit the Contractor's responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. Contractor shall, and shall cause all subcontractors to, maintain and carry in full force during the Term, the following insurance: 1. Consultant General Liability, in the amount of $1,000,000; 2. Workers Compensation & Employers Liability, as required pursuant to Florida Statutes; 3. Auto Liability Insurance, in the amount of $1,000,000 (mandatory if the services require transporting persons or equipment owned by the City of Miami Beach). 4. Professional Liability, in the amount of $1,000,000. Contractor shall provide proof of insurance coverage upon written request from the City, provided such request is made prior to the installation date. The insurance must name the City as an additional insured and be primary and non-contributory to any insurance maintained by the City (excluding workers' compensation and professional liability). Policies must be issued by insurers authorized to do business in the State of Florida and reasonably acceptable to the City. 5. Limitation of Liability. The City desires to enter into this Agreement only if in so doing the City can place a limit on City's liability for any cause of action for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds the sum of the compensation/fee to be paid to Contractor pursuant to this Agreement, less any amounts actually paid by the City as of the date of the alleged breach. Contractor hereby expresses his/her 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 equal to the compensation/fee to be paid to Contractor pursuant to this Agreement, less any amounts actually paid by the City as of the date of the alleged breach. Accordingly, and notwithstanding any other term or condition of this Agreement, 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 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 City's liability as set forth in Section 768.28, Florida Statutes. 6. Notices. All notices and communications in writing required or permitted hereunder may be delivered personally to the representatives of the Contractor and the City listed below or may be mailed Page 3 of 29 Docusign Envelope ID: 20B13FEl-7BB8-48B4-AE54-F5CB5CAAlF77 by U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally recognized overnight delivery service. Until changed by notice in writing, all such notices and communications shall be addressed as follows: CONTRACTOR: Christina L. Peterson 19121 East Lake Drive Hialeah, Florida 33015 christina@christinapettersson.com 954-609-9474 CITY: Lissette Garcia Arrogante City of Miami Beach Department of Tourism & Culture 1700 Convention Center Drive Miami Beach, FL 33139 (305) 673-7577 Notice shall be deemed given on the date of an acknowledged receipt, and, in all other cases, on the date of receipt or refusal. Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to principles of conflict of laws. The exclusive venue for any 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 Care/Compliance with Applicable Laws/Conflict of Interest. With respect to the performance of the Services contemplated herein, Contractor shall exercise that degree of skill, care, efficiency, and diligence normally exercised by reasonable persons and/or recognized professionals with respect to the 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 limiting the foregoing, 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, and as may be amended from time to time; and by the City of Miami Beach Charter and Code, as may be amended from time to time, both of which are incorporated herein by referenced, as if fully set forth herein. Contractor shall comply with all applicable state and federal laws and City policies and procedures governing the use and/or safe -keeping of confidential, highly sensitive, and/or personally identifiable or protected health information (as may be defined by state or federal law), including but not limited to the City's Administrative Order No. IT.01.01 — Artificial Intelligence (AI) Usage, as may be amended from time to time. Page 4 of 29 Docusign Envelope ID: 20B13FEl-7BB8-48B4-AE54-F5CB5CAAlF77 Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirectly which should conflict in any manner or degree with the performance of the Services. Contractor further covenants that in the performance of Services under this Agreement, no person having any such interest shall knowingly be employed by the Contractor. Notwithstanding the foregoing, Contractor shall be able to provide similar services to other third parties as long as they do not conflict with the Services to be provided hereunder. 9. No Discrimination. In connection with the performance of the Services, the Contractor shall not 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 with 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, and political affiliation. 10. Florida Public Records Law. (A) Contractor shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. (B) The term "public records" shall have the meaning set forth in Section 119.011(12), which means all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing 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 "Contractor" as defined in Section 119.0701(1)(a), the Contractor shall: (1) Keep and maintain public records required by the City to perform the service; (2) Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the 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 Page 5 of 29 Docusign Envelope ID: 20613FE1-7Bl38-48B4-AE54-F5CB5CAA1F77 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 inspected or copied within a reasonable time. (2) Contractor's failure to comply with the City's request for records shall constitute a breach of the Agreement, and the City, at its sole discretion, may: (1) unilaterally terminate the Agreement; (2) avail itself of the remedies set forth under the Agreement; and/or (3) avail itself of any available remedies at law or in equity. (3) A Contractor who fails to provide the public records to the City within a reasonable time may be subject to penalties under s. 119.10. (E) CIVIL ACTION. (1) If a civil action is filed against a Contractor to compel production of public records relating to the City's contract for services, the court shall assess and award against the Contractor the reasonable costs of enforcement, including reasonable attorney's fees, if: (a) The court determines that the Contractor unlawfully refused to comply with the public records request within a reasonable time; and (b) At least eight (8) business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the Contractor has not complied with the request, to the City and to the 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 must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. (3) A Contractor who complies with a public records request within eight (8) business days after the notice is sent is not liable for the reasonable costs of enforcement. (F) IF THE 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: CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADO(cDMIAMIBEACHFL.GOV Page 6 of 29 Docusign Envelope ID: 20B13FEl-7BB8-48B4-AE54-F5CB5CAAlF77 PHONE: 305-673-7411 11. Ownership of Documents/Patents and Copvriahts. 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 dissemination of same by Contractor, other than to the City, shall first be approved in writing by the City Manager, which approval, if granted at all, shall be at the City Manager's sole and absolute discretion. Any patentable and/or copyrightable result arising out of this Agreement, as well as all information, specifications, processes, data, and findings, are hereby assigned to the City, in perpetuity, for public use. No reports, other documents, articles or devices produced in whole or in part under this Agreement shall be the subject of any application for patent or copyright by or on behalf of the 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 Manager's sole and absolute discretion. 12. Liability for Rent. Supplies. Eauipment. Etc. Contractor shall provide all funds necessary to pay all debts, disbursements, and expenses incurred in connection with its performance of the Services hereunder and shall not be entitled to any reimbursement from the City unless otherwise agreed to by the City. It will also provide all supplies and equipment necessary to provide such Services. If Contractor uses any of the City's facilities, supplies, or equipment to furnish the Services hereunder, Contractor shall pay the City (or such amount shall be deducted from the Fee set forth in Section 2) an amount as mutually agreed by the parties. 13. Liability for Sub -contractors. Contractor shall be liable for its Services, responsibilities and liabilities under this Agreement and the costs, services, responsibilities, and liabilities of any sub -contractors (if any), and any other person or entity acting under the direction or control of Contractor (if any). In this regard, Contractor must furnish the City with all information relating to the sub -contractors which is requested by the City. When the term "Contractor" is used in this Agreement, it shall be deemed to include any sub -contractors (if any) and/or any other person or entity acting under the direction or control of Contractor (if any). All sub -contractors (if any) must be disclosed in writing to the City prior to their engagement by Contractor. 14. Independent Contractor/No Joint Venture. 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 CITY, AND SHALL NOT ATTAIN ANY RIGHTS OR BENEFITS UNDER THE CIVIL SERVICE OR PENSION ORDINANCE OF THE CITY, OR ANY RIGHT GENERALLY AFFORDED CLASSIFIED OR UNCLASSIFIED EMPLOYEES INCLUDING ANNUAL AND SICK DAY ACCRUAL. FURTHER, THE CONTRACTOR SHALL NOT BE DEEMED ENTITLED Page 7 of 29 Docusign Envelope ID: 20B13FEl-7BB8-48B4-AE54-F5CB5CAAlF77 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 party responsible for any and all employment taxes, unemployment compensation taxes or insurance, social security taxes, or other taxes, insurance payments, or otherwise whether levied by any country or any political subdivision thereof. The Contractor shall not, in any way, be considered to be, or be deemed to be, an employee of the City through the Services performed in this Agreement (e.g., including, but not limited to, for purposes of the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, any state revenue and taxation code relating to income tax withholding at the source of income, the Workers' Compensation Insurance Code and other benefit payments and third party liability claims), and the Contractor shall indemnify and hold the City harmless from all costs, loss, damages or expenses (including but not limited to taxes, accounting fees, court costs, and attorney's fees at all levels of litigation) in the event of any determination to the contrary by any court of competent jurisdiction or governmental authority. The Contractor recognizes and understands that it will receive an Internal Revenue Service Form 1099 statement and related tax statements and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and state law. The Contractor hereby promises and agrees to indemnify the City for any damages or expenses, including attorney's fees, and legal expenses, incurred by the City as a result of the Contractor's failure to make such required payments. Except as otherwise expressly provided in the Agreement, the Contractor shall in no way hold itself out as an employee, dependent agent, or other servant of the City, its employees or other agents, or as other than a free agent with respect to the City. The Contractor is not granted, shall not have, and acknowledges the absence of any right or authority to assume or create any obligations or responsibility, express or implied, on behalf of or in the name of the City or to bind the latter in any matter or thing whatsoever. 15. Intentionally omitted. 16. Force Maieure. (A) A "Force Majeure" event is an event that (i) in fact causes a delay in the performance of the Contractor or the City's obligations under the Agreement, and (ii) is beyond the reasonable control of such party unable to perform the obligation, and (iii) is not due to an intentional act, error, omission, or negligence of such party, and (iv) could not have reasonably been foreseen and prepared for by such party at any time prior to the occurrence of the event. Subject to the foregoing criteria, Force Majeure may include events such as war, civil insurrection, riot, fires, epidemics, pandemics, terrorism, sabotage, explosions, embargo restrictions, quarantine restrictions, transportation accidents, strikes, strong hurricanes or tornadoes, earthquakes, or other acts of God which prevent performance. Force Majeure shall not include technological impossibility, inclement weather, or failure to secure any of the required permits pursuant to the Agreement. (B) If the City or Contractor's performance of its contractual obligations is prevented or delayed by an event believed by to be Force Majeure, such party 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, (ii) of the nature of the event and the cause thereof, (iii) of the Page 8 of 29 Docusign Envelope ID: 20B13FEl-7BB8-48B4-AE54-F5CB5CAAlF77 anticipated impact on the Agreement, (iv) of the anticipated period of the delay, and (v) of what course of action such party plans to take in order to mitigate the detrimental effects of the event. The timely delivery of the notice of the occurrence of a Force Majeure event is a condition precedent to allowance of any relief pursuant to this section; however, receipt of such notice shall not constitute acceptance that the event claimed to be a Force Majeure event is in fact Force Majeure, and the burden of proof of the occurrence of a Force 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 party is rendered unable, in whole or in part, by Force Majeure to carry out such obligations. The suspension of any of the obligations under this Agreement due to a Force Majeure event shall be of no greater scope and no longer duration than is required. The party shall use its reasonable best efforts to continue to perform its obligations hereunder to the extent such obligations are not affected or are only partially affected by the Force Majeure event, and to correct or cure the event or condition excusing performance and otherwise to remedy its inability to perform to the extent its 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'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. ff 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. Assignment Contractor shall not assign all or any portion of this Agreement without the prior written consent of the City Manager, and it is agreed that said consent must be sought in writing by Contractor not less than sixty (60) days prior to the date of any proposed assignment. 18. Audit and Inspection Records. Contractor shall permit the authorized representatives of the City to inspect and audit all data and records of the Contractor, if any, relating to performance under this Agreement until the expiration of three years after final payment under this Agreement. Page 9 of 29 Docusign Envelope ID: 20B13FEl-7BB8-48B4-AE54-F5CB5CAAlF77 Contractor further agrees to include in all his/her subcontracts hereunder a provision to the effect that the sub -contractor agrees that the City or any of their duly authorized representatives shall, until the expiration of three years after final payment to the sub -contractor, have access to and the right to examine any directly pertinent books, documents, papers and records of such sub- contractor, involving transactions related to the sub -contractor. 19. Inspector General Audit 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. (B) The Office of the Inspector General is authorized to investigate City affairs and empowered to review past, present, and proposed City programs, accounts, records, contracts and transactions. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor City projects and programs. Monitoring of an existing City project or program may include a report concerning whether the project is on time, within budget and in conformance with the contract documents and applicable law. The Inspector General shall have the power to audit, investigate, monitor, oversee, inspect and review operations, activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the Contractor, its officers, agents and employees, lobbyists, City staff and elected 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 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/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 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, back -change documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends Page 10 of 29 Docusign Envelope ID: 20B13FEl-7BB8-48B4-AE54-F5CB5CAAlF77 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 times the records, materials, and other evidence regarding the acquisition (bid preparation) and performance of this Agreement, for examination, audit, or reproduction, until three (3) years after final payment under this Agreement or for any longer period required by statute or by other clauses of this Agreement. In addition: (1) If this Agreement is completely or partially terminated, the Contractor shall make available records relating to the work terminated until three (3) years after any resulting final termination settlement; and (2) The Contractor shall make available records relating to appeals or to litigation or the settlement of claims arising under or relating to this Agreement until such appeals, litigation, or claims are finally resolved. (F) The provisions in this section shall apply to the Contractor, its officers, agents, employees, subcontractors, and suppliers. The Contractor shall incorporate the provisions in this section in all subcontracts and all other agreements executed by the Contractor in connection with the performance of this Agreement. (G) Nothing in this section shall impair any independent right to the City to conduct audits or investigative activities. The provisions of this section are neither intended nor shall they be construed to impose any liability on the City by the Contractor or third parties. 20. E-Verifv (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 likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract Term. If Contractor enters into a contract with an approved subcontractor, the subcontractor must provide the Contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Contractor shall maintain a copy of such affidavit for the duration of the subcontract or such other extended period as may be required under this Agreement. (B) TERMINATION RIGHTS. (1) If the City has a good faith belief that Contractor has knowingly violated Section 448.09(1), Florida Statutes, the City shall terminate this Agreement with Contractor for cause, and the City shall thereafter have or owe no further obligation or liability to Contractor. (2) If the City has a good faith belief that a subcontractor has knowingly violated the Page 11 of 29 Docusign Envelope ID: 20B13FEl-7BB8-48B4-AE54-F5CB5CAAlF77 foregoing Subsection 20(A), but the Contractor otherwise complied with such subsection, the City will promptly notify the Contractor and order the Contractor to immediately terminate the contract with the subcontractor. Contractor's failure to terminate a subcontractor shall be an event of default under this Agreement, entitling City to terminate this Agreement for cause. (3) A contract terminated under the foregoing Subsection (13)(1) or (13)(2) is not in breach of contract and may not be considered as such. (4) The City or Contractor or a subcontractor may file an action with the Circuit or County Court to challenge a termination under the foregoing Subsection (13)(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 20. 21. 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 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 "C„ 22. 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 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 contracting with the City pursuant to Section 2-379 of the City Code shall not apply to the following: (a) Any individual or entity that provides goods to a candidate for office. (b) Any individual or entity that provides services to a candidate for office if those same services are regularly performed by the individual or entity in the ordinary course of business for clients or customers other than candidates for office. This includes, without limitation, banks, telephone or internet service providers, printing companies, event venues, restaurants, caterers, transportation providers, and office supply vendors. (c) Any individual or entity which performs licensed professional services (including for example, legal or accounting services). 23. Waiver of Breach. A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A party's waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement. Page 12 of 29 Docusign Envelope ID: 20B13FE1-7BB8-48B4-AE54-F5CB5CAAlF77 24. Severance. In the event this Agreement or a portion of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless City elects to terminate this Agreement. 25. Joint Preparation. The parties hereto acknowledge that they have sought and received whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been a joint effort of the parties, the language has been agreed to by parties to express their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. 26. Mutual cooperation. Contractor recognizes that the performance of this Agreement is essential to the provision of vital public services and the accomplishment of the stated goals and mission of the City. Therefore, the Contractor shall be responsible to maintain a cooperative and good faith attitude in all relations with the City and shall actively foster a public image of mutual benefit to both parties. The Contractor shall not make any statements or take any actions detrimental to this effort. 27. Entire Agreement. This writing and any exhibits and/or attachments incorporated (and/or otherwise referenced for incorporation herein) embody the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. [SIGNATURE PAGE TO FOLLOW] Page 13 of 29 Docusign Envelope ID: 20613FE1-7B68-48l34-AE54-F5Cl35CAA1 F77 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed by the respective officials thereunto duly authorized, this date and year first above written. FOR CITY: ATTEST: Rafael E. Granado, dity Clerk Date: FEB 2 4 2026 FOR CONTRACTOR: WITNESS: Print Name Date: Approved: Department Director Office of Management and Budget Human Resources CITY OF MIAMI BEACH, FLORIDA 0-4ztBy: G Enc T. Carpenter P.E., City Manager CHRISTINA L. PETERSON Signed by: Lsh" b Pcfc,vw, Signature Christina L Peterson Print Name Approved as to form & language & for execution. City Attorney eR Date Docusign Envelope ID: 20B13FEl-7BB8-48B4-AE54-F5CB5CAAlF77 EXHIBIT A DESCRIPTION OF SERVICES The City wishes to engage Artist to design, fabricate, transport and install a unique and original work of art (also referred to herein as the "Artwork" or "Project") at the location described as the Restroom Structure at Marjory Stoneman Douglas Park (225 Ocean Drive, Miami Beach, FL 33139) (the "Site"). For purposes of this Project, 'Contract Administrator" shall mean: Danielle Bender, Cultural Affairs Manager. Artist shall be solely responsible for the quality and timely prosecution, completion and installation of the Artwork. Artist shall be responsible for designing the Project so that it can be fabricated and installed without exceeding the approved Project Budget, attached hereto as Exhibit "D" and incorporated herein. Artist acknowledges and warrants to City that an essential element of this Agreement is the skill and creativity of Artist, and that it is solely responsible for the quality of the Project. Artist may not subcontract and/or assign portions of the Work to another party, without the prior written approval of the Contract Administrator. Notwithstanding the Contract Administrator's approval of any such subcontract and/or assignment, Artist will still be held ultimately responsible for all portions of the Work (as defined below). Artist warrants to City that it shall be solely responsible for supervision of (and any compensation to) any and all third parties, and that the City shall have no liability whatsoever, whether financial or otherwise, with regard to same. Artist agrees that all Work, and the completed Project, shall comply with all applicable Federal, State, Miami -Dade County and City laws, ordinances, codes and regulations. Artist shall be solely responsible for obtaining any and all required approvals from all governmental authorities that have jurisdiction over the Project and for obtaining all applicable permits related to the Project. Artist shall not make any public information release in connection with the Project without the prior written consent of the Contract Administrator. Artist shall perform the Work in such manner and at such times so as not to cause interference with any of the operations of the City. Artist shall be solely responsible for conducting any and all inspections of the Site for purposes of ascertaining the condition of same for the proper execution of the Work, and for completion and installation of the Project. To the extent any such information is in the City's possession, Contract Administrator shall make available to Artist, without representation, any background materials and information on matters affecting the Site. When working on the Site, Artist shall promptly perform such periodic clean up as may be required by the Contract Administrator, and shall also remove any of its equipment, excess materials, and waste promptly from the Site, as directed by Contract Administrator. Artist shall bear any transportation and storage costs resulting from the fabrication, delivery, storage, and installation of the Artwork. Title to the Artwork shall pass to the City 1) following the Contract Administrator's inspection of the Work; and 2) if the Work is approved, upon Contract Administrator's issuance of written final acceptance of the complete installed Project. Any risk of loss or damage to the Artwork shall be Docusign Envelope ID: 20B13FEl-7BB8-48B4-AE54-F5CB5CAAlF77 the sole responsibility and liability of Artist until such time as the Contract Administrator has issued a final written acceptance of the Project. Upon Contract Administrator's written final acceptance of the Project, all documents related to the design, fabrication, and installation of the Project including, without limitation, "as built" documents, shall be turned over to the Contract Administrator and become the exclusive property of the City. The City shall be free to exhibit and/or reproduce these documents as it deems necessary, in its sole and absolute discretion. The responsibility of the Artist after final acceptance of the Project by the City is limited to the warranties in the Artist's Warranties, below; any terms pertaining to the Artist which are therein expressly intended to survive termination and/or expiration of this Agreement; and any acts of gross negligence and intentional wrongdoing by the Artist. ARTIST'S WARRANTIES The provisions of this Section shall survive the termination or earlier expiration of this Agreement. Artist warrants to the City that (a) the Project being commissioned is the original product of Artist's own creative efforts; and (b) the Project is original, or in other words, an edition of one (1), and shall in no way be duplicated, copied, and/or otherwise replicated by Artist with respect to any future commissioned public or private projects. Artist warrants to the City that reasonable maintenance of the Project as specified in Exhibit "E" attached hereto and incorporated herein, will not require any extraordinary procedures or efforts. Artist warrants to the City that it shall deliver the Project to the City free and clear of any liens from any source whatsoever. Artist warrants to the City that the Artwork is to be free from defective or inferior materials and workmanship for two (2) years after the date of final written acceptance by the City, including any defects or qualities causing or accelerating deterioration. If within these two (2) years the City finds the Artwork in need of repair due to any of the above stated conditions, such repairs will be made at no expense to the City promptly and satisfactorily. For the avoidance of doubt, Artist shall not be responsible for repairs of the Work due to willful damage by others after the City's acceptance of the work. If Artist fails to remedy any failure, defect, or damage within a reasonable time after receipt of notice from City, the City shall have the right to replace, repair, or otherwise remedy the failure, defect, or damage at the Artist's expense. With respect to all warranties, express or implied, Artist shall: a. Obtain all warranties that would be given in normal commercial practice; b. Require all warranties to be executed, in writing, for the benefit of the City, if directed by the Contract Administrator; and C. Enforce all warranties for the benefit of the City, if directed by the Contract Administrator. Page 16 of 29 Docusign Envelope ID: 20B13FEl-7BB8-48B4-AE54-F5CB5CAAIF77 OBLIGATIONS OF CITY City shall: a. Provide Artist, upon reasonable request, but without warranty or representation by City of any kind, any background materials and information on matters affecting the Site; b. Arrange for access so that Artist may enter upon the Site, during customary business hours, for Artist to perform the Work; C. Give prompt written notice to Artist whenever the City becomes aware of any development that affects the scope or timing of the Work; d. Arrange public meetings and consultations, as deemed necessary by the City Manager; e. Review submitted materials in a reasonably timely manner; f. Prepare and install, at its expense, a plaque or sign identifying Artist, the title of the Project, materials used, year of completion, and a narrative explanation of the Project, and reasonably maintain same in good repair; g. Reasonably assure that the Project is properly maintained, taking into account the recommendations of Artist, as set forth in Exhibit "E"'; and h. Give prompt written notice to Artist within a reasonable time after the discovery of any failure, defect, or damage. ALTERATIONS OF THE SITE OR OF THE ARTWORK The City agrees to make all reasonable efforts to maintain the integrity of the Artwork. It is an inherent nature of any site to be vulnerable to physical alterations of varying degrees that may arise out of a functional need consistent with its intended design and usage and/or the operational requirements of the Site. Respectively, the integrity and authenticity of the Artwork may become compromised by an alteration of the Site if the Artwork is an integral component of the Site. It is with the express understanding above that the Artist hereby agrees to waive all rights to monetary compensation for any acts arising out of operational requirements which may cause alterations to the Site and/or the Artwork. The City shall notify the Artist of any proposed alteration of the Artwork or of the Site that would affect the intended character and appearance of the Artwork, and shall consult with the Artist in the planning of any such alteration. If any such alteration of the Site or of the Artwork is made without the express written approval of the Artist, the Artist may elect, upon a minimum advance written notice of five (5) business days, to enter upon the Site and, at Artist's sole cost and expense, remove or obliterate the public notice, plaque or sign referred to above, as well as any signature or other emblem identifying the Artist with the Artwork, and may take such other action as he/she may choose in order to disavow the Artwork. The City agrees to take such reasonable measures, as it deems necessary, in its reasonable discretion, to maintain the Artwork. City shall have the right to determine, after consultation with a professional conservator, when (and if) repairs and restorations to the Artwork will be made. The City shall attempt to notify Artist in the same manner as provided in this Section and, in the event the City has made reasonable efforts, without success, to notify Artist of its intended action, City shall have no further liability to Artist, and Artist shall be deemed to have waived any and all claims that it may have against City, as a result of such repairs or restoration to the Artwork, or in the event of any resulting damage or destruction of the Artwork, to the extent practical, the City may, in its sole discretion, consider Artist in making or personally supervising significant repairs or restorations. If City deems Artist's participation is necessary, in the City's sole discretion, Artist Page 17 of 29 Docusign Envelope ID: 20B13FEl-7BB8-4884-AE54-F5CB5CAAlF77 shall be paid a reasonable fee for any such services, provided that City and Artist shall agree, in writing, prior to the commencement of any significant repairs or restorations, upon said fee. All repairs and restorations shall be made in accordance with recognized principles of conservation. If the Artist fails or refuses to approve any repair or restoration, the City shall have the right to make such repair or restoration. To the extent practical, as determined by the City at its sole discretion, the Artist shall be given the opportunity to make or personally supervise significant repairs and restorations and the Artist may, at the discretion of the City, be paid a reasonable fee for any such service, provided that both parties prior to the execution of such services mutually agree upon the fee in writing. (A) PATENT RIGHTS; COPYRIGHTS: 1. The physical artwork, once completed and installed, shall be the sole and exclusive property of the City of Miami Beach. The Artist acknowledges and agrees that title to the physical artwork shall transfer to the City upon final acceptance and installation. This ownership includes the right to maintain, relocate, or deaccession the artwork, subject to any applicable laws or contractual obligations. Notwithstanding any other provision in this Agreement, Contractor shall be permitted to sell the single, original physical sketch or drawing as first created by Contractor pursuant to this Agreement. This limited right applies solely to the tangible, original drawing and does not extend to any reproduction, copy, derivative work, or digital version of the artwork, nor to any depiction of the artwork as installed or displayed by the City (including the vinyl wrap). All other rights, including all intellectual property rights and any rights to reproduce, distribute, license, or commercially exploit the artwork in any form or medium, remain exclusively with the City, except as otherwise expressly provided in this Agreement. 2. All copyrights, moral rights trademarks, service marks, logos in and to the artwork and other images related to the artwork (if any), and any right to commercially exploit the same (all of the foregoing, collectively and individually, the "intellectual property") shall be the exclusive property of artist. Artist may apply to register any mark or copyright which depicts, is derived from, represents, duplicates, or is related to the artist and the artwork. 3. Physical copies of any photographs or video or other materials ('materials") prepared by or created by the city shall remain property of the City at all times; however, the City grants solely to the Artist a non-exclusive, perpetual, irrevocable and non-transferrable, non -assignable, non-sublicenseable royalty free license for archival and promotional purposes. 4. Notwithstanding any provision to the contrary, the City shall have the right, at its sole discretion, while the artwork is exhibited at the site, to take, or cause to be taken, photographs, video, audio, or other recordings or reproductions of the artwork at the site, without regard to the format for any such recording or reproduction. Additionally, Artist hereby grants the City the non-exclusive, irrevocable and royalty -free license to reproduce, make, print and/or publish photographic, filmed or videotaped reproductions (including, without limitation, any proposals for the artwork), and to use any such reproductions, in any medium or format whatsoever, whether existing or hereinafter invented, solely for (i) any non-commercial public promotional purpose solely for the city, or any other non-commercial purpose that promotes or identifies the artwork as being located within the City of Miami Beach, including tourism related promotional or collateral materials Page 18 of 29 Docusign Envelope ID: 20613FE1-7Bl38-48B4-AE54-F5CB5CAA1F77 with respect thereto, as determined solely by the City, in its reasonable good faith discretion, and the Artist must always be credited as the creators of the artwork. 6. In furtherance of the foregoing perpetual, irrevocable non-exclusive license, Artist hereby waives any rights, including moral rights, that Artist may have to object to City's depiction of the artwork as being located within the City or in any promotional materials of the City. The City shall also have the right, at its sole discretion, to install signage prominently displaying City's logo and highlighting City's support for the arts at the entrances to the site and in proximity to the site, with such signage underscoring that the artwork was sponsored, underwritten, commissioned and/or otherwise made possible by the City of Miami Beach, and the Mayor and City Commission of the City of Miami Beach. The City's marks shall remain the property of the City and the Artist shall not have the right to use the City's marks, unless approved in writing by the City Manager. 8, The Artist warrants and represents that all work shall comply with all applicable patent, trademark and copyright laws, rules, regulations and codes. Artist further agrees that it will not knowingly use any third party's patent, trademark or copyright unless Artist has obtained proper permission and all releases, and other necessary documents. If Artist uses any protected material, process or procedure, Artist shall disclose such patent, trademark or copyright in the construction drawings and technical specifications and, in any event, prior to actual fabrication of the artwork. 9. Notwithstanding anything stated to the contrary herein above: 9.1, The materials may not be used on merchandise, specifically apparel items 9.2. The intellectual property may not be exploited separate and apart from the materials 9.3. Neither the materials nor the intellectual property nor the name image or likeness of artist may be used to endorse any product commodity or service or political view point. (B) ADMINISTRATIVE COORDINATION: The Contract Administrator shall be the City's authorized representative to coordinate, direct, and review, on behalf of the City, all matters related to the Work. Artist shall maintain regular communication with the Contract Administrator via phone, letter or e-mail. (C) DESIGN COLLABORATION: During the design of the Artwork, Artist shall coordinate its progress with the Contract Administrator. The design of the Artwork shall be coordinated with the design process in the following areas: aesthetics, public presentations, construction documents, cost estimates and facility project schedules. Should the design of the Artwork require specialized professional services, Artist shall hire an appropriate sub -consultant and/or sub -contractor, subject to the prior written approval of the Contract Administrator. Upon approval of the Artwork design, Artist shall prepare all necessary construction documents for fabrication of the Artwork and ancillary/support facilities needed to install the Artwork, as required by this Agreement, and in compliance with all applicable laws and codes. Artist shall provide all necessary information on a timely basis to the Contract Administrator in the event that relevant components of the Artwork design must be incorporated into the final construction documents where appropriate. (D) INSTALLATION COORDINATION: During the installation of the Artwork, Artist shall collaborate and coordinate the Work with the Contract Administrator or his/her designated public art project coordinator, consultant, general contractor, or any other professional or Page 19 of 29 Docusign Envelope ID: 20B13FEl-7BB8-48B4-AE54-F5CB5CAAlF77 individual designated by the City. The Artist shall be responsible for oversight during the fabrication and integration of all Artist -designed components, whether fabricated by Artist's subcontractors or included in documents to be fabricated and installed by others. (E) DELIVERABLES: The Artist shall provide the following deliverables: 1. PROPOSAL Artist shall develop a conceptual design proposal and shall secure its approval by the staff and the Miami Beach Art in Public Places Committee (which is an advisory board of the City). This phase includes a Site visit or virtual meeting for presentation to the Art in Public Places Committee and coordination with the Contract Administrator. The Proposal shall be submitted in electronic format (PDF, Word file) and shall be in the following form: A) A Proposal Narrative (the "Artist's Proposal Statement") not to exceed 250 words describing the Artist's Design Intent and drawings, graphic or other visual representation of the work (collectively, the "Work"), together with such other data and material as is necessary to portray the Site preparation and permit to assess its feasibility and compliance with applicable statutes and ordinances: and B) A Preliminary Project Budget (the "Budget") outlining "Probable Project Costs" for the Artist's fee and general overhead, from design through installation, fabrication, delivery, site preparation and installation of the Work. The Budget will include applicable headings for all work to be performed by the Artist and any work to be subcontracted by the Artist, as well as any specialty items and models anticipated by the Artist to be part of the costs to produce and install the Work. C) The proposal should contain 5-10 images, one of which must indicate dimensions, as one PDF attachment, clearly labeled: PROPOSED WORK D) Productions and Installation Timeline E) Artist C.V. and Biography 2. PROCEDURE FOR APPROVAL A) Promptly after the execution of this Agreement the Artist shall meet with the City Manager's designee in order to receive from them a full review of the planning process involving the design of the Project, a full review and discussion of all plans developed for the Site and complete background information regarding all considerations affecting the plans for the Area (the "Project Orientation Meeting). B) The Artist shall submit the completed Proposal to the City Manager's designee by a mutually agreed upon date, to be determined in consultation with Artist. C) On or before the expiration of 30 days after the original submission, the City Manager's designee shall notify the Artist whether it has approved the Proposal. Page 20 of 29 Docusign Envelope ID: 20B13FEl-7BB8-48B4-AE54-F5CB5CAAlF77 D) Upon notification to the Artist that the Proposal has been approved, the Artist shall proceed with design, fabrication and installation of the Work. 3. DESIGN DEVELOPMENT Artist shall complete the design development of the approved Artwork, develop construction documents (based on the approved concept) for fabrication of the Work, coordinate the Work with the Contract Administrator, and secure all applicable approvals and permits. Approval by the Contract Administrator and Notice to Proceed (for fabrication) shall occur after submittal of all allocable Artwork deliverables. A) Artist shall submit final design drawings for fabrication, Artist proofs, verified cost estimate, sub -contractor list, permits and approvals, and a fabrication and installation schedule. B) If the verified cost exceeds the Project Budget, Artist shall redesign the Artwork to fit within the established budget, inclusive of all payments to Artist, at no additional charge to City. C) Artist shall coordinate and participate in all product and material testing related to the Artwork and determine final product and material with the Contract Administrator subsequent to testing. D) This phase includes Site visits for coordination and presentation purposes. 4. FABRICATION AND INSTALLATION Artist shall fabricate, deliver and install all Artwork and Artwork support components, as per the approved construction drawings. Artist shall provide construction administration services as required during the installation of the Artwork at the Site, (including, but not limited to, the coordination of all applicable by all governmental authorities having jurisdiction over the Project). 5. MAINTENANCE AND/OR CONSERVATION DOCUMENTS Upon completion and installation of the Artwork, Artist shall submit all photographic documentation and completed cataloging forms including shop drawings, manufacturer specifications, and product cut -sheets, as applicable. If Artist utilizes computer technology in the fabrication of the Artwork, Artist shall submit electronic copies of any computer files that will support on -going operations or future repairs and conservation of the Artwork. Artist shall also submit replacement material(s) and/or parts, as applicable, and as deemed necessary by Contract Administrator, to be used for future repairs of the Artwork (quantities to be determined by Artist and Contract Administrator). Prior to the expiration of this Agreement, Artist shall demonstrate all maintenance and replacement procedures of the Artwork, as deemed necessary by the Contract Administrator. Warranty Period. All Work furnished under this Agreement shall be guaranteed against defective materials and workmanship, improper performance and noncompliance with the approved construction drawings, for the duration of the Project, following final acceptance of the Project by Contract Administrator. Page 21 of 29 Docusign Envelope ID: 20B13FEl-7BB8-48B4-AE54-F5CB5CAAlF77 Should any of the art elements become untethered, defaced, or altered in any way outside its approved, final installation condition, it is the sole responsibility of the artist to restore the work its proper state. This would include painting or re -fastening elements as needed over the duration of installation. (F) SITE INSPECTIONS / SITE CONDITIONS/STAGING REQUIREMENTS: Prior to mobilization, the Artist and/or his subcontractor(s) shall visit and inspect the Site. Subsequent to such inspection and throughout the course of the Work the Artist shall notify the Contract Administrator of any storage, access, power, water and other requirements for proper installation of the Work that are not to be provided by the Artist. The Artist shall notify the Contract Administrator in writing of any adverse Site conditions that may impede or otherwise impact the smooth and normal progress of the Work and which require resolution before proceeding with any portion of the Work. The Artist shall promptly report to the Contract Administrator any condition pertaining to defective, unsuitable or unacceptable Site conditions, including but not limited to Site obstructions or damages impacting the Work. The Artist shall provide such notice within a reasonable amount of time so as to allow the Contract Administrator to properly coordinate with the field and not create any delays to the construction schedule. (G) COMPLETION AND INSPECTION: Upon completion and installation of all designed and fabricated components, Artist shall be responsible for obtaining written final approval from Contract Administrator. If Contract Administrator finds the Work acceptable, the requirements of the Agreement with regard to design, fabrication, and installation of the Work and the Project satisfied, and all conditions of the permits and regulatory agencies fulfilled, final acceptance shall be given by the Contract Administrator. (H) PHOTOGRAPHIC DOCUMENTATION: Professional photo -documentation suitable for publication shall include images of all major aspects of the Project. The Artist -supplied photo - documentation shall be reproducible, at no cost to the City, for any all applicable uses by the City. (1) TIMELINE FOR COMPLETION: Artist shall coordinate the progress of the Work with the Contract Administrator as described in the Project Schedule noted below. (J) PERMITS AND APPROVALS: Artist shall prepare applications and such documents and design data as may be required to procure approvals from all such governmental authorities that have jurisdiction over the Project. Artist, her assistants or assigned subcontractors shall participate in meetings, submissions, resubmissions and negotiations with such authorities. Artist shall respond to comments by such authorities in a timely manner to adhere to the Project Schedule. Artist shall be responsible for formally transmitting and receiving permits to and from the respective jurisdictional authorities. Artist shall coordinate permitting and approval -related issues with the Contract Administrator. The receipt of all necessary permits is a condition precedent to the fabrication of the Work. As of the effective date of this Agreement, it is anticipated that the following governmental authorities may have jurisdiction over Project. • City of Miami Beach Building Department • City of Miami Beach Planning Department • City of Miami Beach Parks & Recreation Department Page 22 of 29 Docusign Envelope ID: 20B13FEl-7BB8-48B4-AE54-F5CB5CAAlF77 • City of Miami Beach Public Works Department Notwithstanding the above, the City's failure to identify governmental authorities that may have jurisdiction over the Project shall not relieve Artist from the responsibility to procure all requisite permits. (K) PROMOTIONAL CREDIT: The City shall tag @christina_pettersson on all promotional materials directly related to the Project or the Artwork posted on the City's official Instagram page. Additionally, in connection with the display of the Artwork after expiration of the Agreement, the Artist agrees to include signage underscoring that the Artwork was sponsored, underwritten, commissioned, and/or otherwise made possible by the Mayor and City Commission of the City of Miami Beach. PROJECT SCHEDULE May 20, 2025 — Presentation of Proposal to Art in Public Places Committee May 20, 2025 — Proposal Selection Finalized by Art in Public Places Committee October 21, 2025 — Presentation of Final Proposal to Historic Preservation Board December 17, 2025 — Review and approval of Final Proposal by Mayor & City Commission December 18, 2025 — March 2026 — Fabrication, shipping, and installation of Artwork March 7, 2026— Complete installation of Artwork March 8, 2026 — Project Opening (CONTINUES ON FOLLOWING PAGE] Page 23 of 29 Docusign Envelope ID: 20B13FEl-7BB8-48B4-AE54-F5CB5CAAlF77 PROPOSAL RENDERING Docusign Envelope ID: 20B13FEl-7BB848B4-AE54-F5CB5CAAlF77 EXHIBIT B FEE In consideration of the Services to be provided pursuant to this Agreement, the City agrees to pay Contractor a fee, not to exceed the amount of USD 15,000.00 (the "Fee"), which shall be paid as a single payment within 45 days from the City receiving an acceptable and approved invoice from the Contractor. Payments to Contractor shall be made for Work satisfactorily completed in accordance with the following schedule: 1. Payment #1: Twelve Thousand Dollars and No Cents ($12,000.00) (which is 80% of the fixed fee) to be paid upon the execution of this Agreement. 2. Payment #2: Three Thousand Dollars and No Cents ($3,000) (which is 20% of the fixed fee) to be issued upon successful installation of the Project and required supporting documentation (i.e. invoices, cancelled checks, documentation) Docusign Envelope ID: 20B13FEl-7BB8-48B4-AE54-F5CB5CAAlF77 EXHIBIT C 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 false statement includes fines and/or imprisonment. The undersigned is authorized to execute this affidavit on behalf of Contractor. CONTRACTOR: Glwidr,:.tia �C �rfirwo.,. Signature Christina L Peterson 19121 East take Drive, Hialeah, FL 33015 (Name) (Address) State of Texas County of xackaoxkx®x1d14 Tarrant The foregoing instrument was acknowledged before me by means of ❑ physical presence or IV online notarization, this 22nd day of February , 2W by Christina Louise Peterson known to me to be the person described herein, or who produced DRIVER LICENSE as identification, and who did/did not take an oath. NOTARY PUBLIC: Notary Public, State of Texas (Signatur ) John D Clark (Print Name) My commission expires: 03/18/2028 \\ Avotydl� " "i ce � John D Clark o t ID NUMBER w y r 13240917-9 FII\ COMMISSION MarchION EXPIRES EXPI Electronically signed and notarized online using the Proof platform. Docusign Envelope ID: 20B13FEl-7BB848B4-AE54-F5CB5CAAlF77 EXHIBIT D PROJECT BUDGET Docusign Envelope ID: 20B13FEl-7BB8-48B4-AE54-F5CB5CAAlF77 EXHIBIT E CITY OF MIAMI BEACH CATALOGING FORM 1. Artist Information A. Name: chri sti na L Peterson B. Name you want to use on label and PR materials, if differs from above: Christina Pettersson C. Date of Birth: 05/26/1976 D. Place of Birth: stockhol m, Sweden E. Address, e-mail, website: 19121 East Lake Drive, Hialeah, FL 33015 christina@christinapettersson.com F. Contact Phone Number: v_&P6ijJ) apettersson.com G. One paragraph biography: see file 2. Work of Art A. Title: she spoke For the Birds B. Medium: Concrete vinyl print of original drawing C. Dimensions: 104 x 194 inches D. Frame Description: na E. Inscription Marks: na F. In case of portable and multiple Artwork, note on Artist preference for display (ex - sequential series, installation height, spacing, etc..): na G. Artwork with electronic components used: na H. Name of item: na I. Manufacturer info (address, telephone, e-mail): Impress DC Media, 5100 NW 17th Ave, Miami , FL 33142, 305-672-7467, geo@impressdcmedia. J. Supplier info (address, telephone, e-mail): na see file K. Artist Statement: 3. Fabrication Information A. Material(s) used in Artwork: textured concrete wrap vinyl B. Material Finish: gloss lamination C. Materials used in the presentation of the project (maquette): na Page 28 of 29 Docusign Envelope ID: 20B13FEl-7BB8-48B4-AE54-F5CB5CAAlF77 D. Fabricators (name, address, phone, e-mail, website): na E. Fabrication method (attach diagrams or drawings): na F. Engineer (name, address, telephone, e-mail): na 4. Installation A. Installation executed by (name, address, phone, e-mail, website): Impress DC Media, see above B. Installation method (attach diagram of substructure, footings): na C. Date of Installation: March 6, 2026 5. External Factors A. Describe physical positioning of the Artwork: on a wall facing west with little direct light B. Describe existing environmental factors which may affect the condition of the Artwork: excessive flooding, physical damage C. If the work is site -specific, describe the relationship of the work to its site: At the namesake park honoring Marjory Stoneman Douglas 6. Maintenance (attach schedule of maintenance and replacement instructions for specific items: mable blocks, pin connection and any other supporting structure as applicable) A. Short-term: use only water, gentle soap and soft application B. Long-term: na C. Note desired appearance of the Artwork: na 7. Digital copies for use in repair of sound art and graphic reproduction na Page 29 of 29 Docusign Envelope ID: 20B13FEl-7BB8-48B4-AE54-F5CB5CAAl F77 AiPP Approved Proposed Artwork for Marjory Stoneman Douglas Park • On March 5, 2024, the Miami Beach Commission for Women made a motion at their meeting to honor Marjory Stoneman Douglas for her contributions to South Florida with a mural at her namesake park. • On May 30, 2025, the Art in Public Places (AiPP) Committee approved Christina Pettersson's proposal to create a concrete vinyl mural honoring Marjory Stoneman Douglas at her namesake park, as communicated via LTC# 217-2025. Docusign Envelope ID: 20B13FEl-7BB8-48B4-AE54-F5CB5CAAlF77 'A fit —Xel -Jla7- thl , " 'Ile .4- ' Ali JW- A Ad The Forgotten Frontier/Archive printed Korographics Vinyl Wallpaper from original drawings Miami Dade Art in Public Places Commission/ Caribbean Village/Affordable Housing for the Elderly/ Community Room/ 2020 4 The Garden of Evil/ Pastel and colored pencil on wood panels/ No Vacancy Miami Beach / Installed at the historic Cadillac Hotel and Beach Club/ 2023 Docusign Envelope ID: 20B13FEl-7BB8-48B4-AE54-F5CB5CAAlF77 CID Proposed Mat %#LPN 41 �J + '6 + + 346' 0 in, 'P (D 15- V n- a -it te 0 50� + T 10 A7 0 20' J A 1110 + 12- 141 L4 I—T T ory Stonemanct . - A---* C' 10 V UOUgLas 44- a rk Location Docusign Envelope ID: 20613FE1-7BB848B4-AE54-F5CB5CAA1 F77 ,I"YdL 16'7" 31511 L. Docusign Envelope ID: 20B13FEl-7BB8-48B4-AE54-F5CB5CAAlF77 RESOLUTION NO. 2025-34008 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING THE SELECTION OF CHRISTINA PETTERSSON, AS RECOMMENDED BY THE ART IN PUBLIC PLACES COMMITTEE AND THE HISTORIC PRESERVATION BOARD, TO CREATE A MURAL HONORING MARJORY STONEMAN DOUGLAS, TO BE LOCATED AT MARJORY STONEMAN DOUGLAS PARK; AUTHORIZING THE ADMINISTRATION TO NEGOTIATE AND FINALIZE A PROFESSIONAL SERVICES AGREEMENT WITH THE ARTIST IN AN AMOUNT NOT TO EXCEED $15,000 FOR A PUBLIC ART COMMISSION FOR THE ART IN PUBLIC PLACES MURAL; WITH FUNDING FOR THE PERMANENT PUBLIC ART PROJECT ALLOCATED AND AVAILABLE IN THE ART IN PUBLIC PLACES FUND IN THE CURRENT YEAR CAPITAL BUDGET; AND FURTHER AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE THE AGREEMENT. WHEREAS, at the March 5, 2024 Miami Beach Commission for Women meeting, members approved a recommendation to the City Commission to honor Marjory Stoneman Douglas with a mural to be installed at Marjory Stoneman Douglas Park, and WHEREAS, at the City Commission meeting on April 3, 2024, the Mayor and City Commission approved a referral item (C4 R) to the Public Safety and Neighborhood Quality of Life Committee ("PSNQLC"), to discuss the implementation of Marjory Stoneman Douglas mural at the namesake Park; and WHEREAS, at its May 22, 2024 meeting, the PSNQLC discussed the proposal that a mural be created to honor Marjory Stoneman Douglas and recommended the item favorably to the City Commission; and WHEREAS. following this recommendation, Dr. Lynette Long, Chair of the Miami Beach Commission for Women, presented the proposal to the Art in Public Places Committee ("AiPP"), which approved a Call to Artists, proposed project budget, and proposed directive to the Tourism & Culture Department at its meeting on June 18, 2024; and WHEREAS, at the July 18, 2024, AiPP Committee meeting, staff recommended direct selection of a muralist based on the available budget of $15,000, and artist Christina Pettersson was invited to develop a proposal for a mural on the Park's restroom facility west -facing wall; and WHEREAS, at the May 20, 2025 AiPP Committee meeting, members selected Pettersson s mural proposal honoring Marjory Stoneman Douglas, communicated via LTC #303-2025; and WHEREAS, at the October 21, 2025 Historic Preservation Board meeting, the mural proposal by Christina Pettersson was issued a Certificate of Appropriateness (File No. HPB25- 0666); and WHEREAS, the mural will measure approximately 16 feet wide by 6 feet tall, depicting Marjory Stoneman Douglas in the Everglades habitat she dedicated her life to protecting; and Docusign Envelope ID: 201313FE1-7BB8-48B4-AE54-F5CB5CAA1 F77 WHEREAS, funding in the amount of $15,000 is allocated and available in the Art in Public Places Fund in the FY 2026 Capital Budget. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the City hereby approves the selection of Christina Pettersson for the Marjory Stoneman Douglas mural project, as recommended by the Art in Public Places Committee and for which a Certificate of Appropriateness was issued by the Historic Preservation Board pursuant to HPB File No. HPB25-0666; authorizes the Administration to negotiate and finalize a Professional Services Agreement with the artist in an amount not to exceed $15,000; allocates funding from the AiPP Fund in the current year Capital Budget; and authorizes the City Manager and City Clerk to execute the Agreement and take all necessary actions to implement the project. PASSED and ADOPTED this 15_ day of OSQ025. ATTEST., Steven Meiner, Mayor 2025 Rafael E. Granado, City Clerk s �� 'lN[f7R?�0lL4TE0 (Sponsored by Commissioner Tanya K. Bhatt, Com Commissioner Alex J. Fernandez) Co -Sponsored by Commissioner Monica Matteo-Salinas oner Laura Dominguez, and APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION tq Attorney Data Docusign Envelope ID: 20B13FE1-7BB8-48B4-AE54-F5CB5CAAlF77 RMM Contract/Document Routing Form N/A Independent Contractor Agreement —Permanent Public Art Installation as Part of Marjory Stoneman Douglas Park Christina L. Peterson I Tourism and Culture: Danielle Bender, Ext.26267 Department Director Name, Signature & Date ;Signature & Dat, •. • Type 1— Contract, amendment, change order, or task order resulting from a procurement -issued competitive solicitation. Type 2 — Other contract, amendment, change order, or task order not resulting from a procurement -issued competitive solicitation. Type 3 - Independent Contractor Agreement (ICA) Type 6 —Tenant Agreement Type 4 — Grant agreements with the City as the recipient Type 7 — Inter -governmental agency agreement Type 5 — Grant agreements with the City as the grantor X Type 8 — Other: Independent Contractor Agreement- Artistic At the June 18, 2024, AiPP Committee meeting, Dr. Lynette Long, Chair of the Miami Beach Commission for Women, advocated for a mural depicting Marjory Stoneman Douglas at Marjory Stoneman Douglas Park. The AiPP Committee recommended the implementation of a direct artist selection to create a corresponding mural. Artist Christina Peterson was in turn invited to develop a proposal. On May 20, 2025, via LTC#303-2025, The AiPP Committee approved the artist's design. On August 3, 2025, "She Spoke for the Birds" was reviewed by the Historic Preservation Board under file number HPB25-0666 and was approved. On December 15, 202S, via Resolution #2025-34008, the Mayor and City Commission of the City of Miami Beach approved the selection of Christina Peterson as recommended by the AiPP Committee and Historic Preservation Board, to create a mural honoring Marjory Stoneman Douglas at Marjory Stoneman Douglas Park; authorizing the administration to negotiate and finalize a professional services agreement with the artist in an amount not to exceed $15,000 for a public art mural commission. Procurement was not necessary for this process as the selected proposal is an artistic service. Attached: 1. ICA— Permanent Public Art Installation as Part of Marjory Stoneman Douglas Park— Christina Peterson 2. Conceptual Proposal 3. Funding Resolution — Reso 2025-34008 • • One-time N/A One-time Grant Funded: Yes I X No State Federal Other: 1 $15,000 147-6150-000312-25-406-555-00-00-00 gr Yes X No 1. For contracts longer than five years, contact the Procurement Department. 2. Attach any supporting explanation needed. 3. Budget approval indicates approval for the current fiscal year only. Future years are subject to City Commission approval of the annual adopted operating budget. ity Commission Approved: X Yes No Resolution No.: CC Agenda Item No.: CC Meeting Date: 2025-34008 12/17/25 egal Form Approved: X I Yes No If no, explain below why form approval is not necessary: `ee attached Procurement: X X Budget: Tameka Otto StewartSon Technology: rFleet X Risk Management: Marc Chevalier acilities: X Human Resources: X X