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HomeMy WebLinkAbout25542AGREEMENT INFORMATION AGREEMENT NUMBER 25542 NAME/TYPE OF AGREEMENT THE DISTRICT BOARD OF TRUSTREE OF MIAMI DADE COLLEGE DESCRIPTION USE AGREEMENT/OLYMPIA THEATER/FILM FESTIVAL/MATTER ID: 25-430 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 4/14/2025 DATE RECEIVED FROM ISSUING DEPT. 4/15/2025 NOTE DOCUSIGN AGREEMENT BY EMAIL Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: DREAM DEPT. CONTACT PERSON: Yunior Santana EXT. 305-960-4686 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Miami Dade College IS THIS AGREEMENT TO BE EXPEDITED/RUSH TOTAL CONTRACT AMOUNT: $ TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY): USER AGREEMENT PURPOSE OF ITEM (DETAILED SUMMARY): Film Festival ❑ YES NO FUNDING INVOLVED? OYES NO ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT COMMISSION APPROVAL DATE: / / FILE ID: ENACTMENT NO: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: This is a Tower Theater event which the use is consistent with the function of the facility ROUTING INFORMATION Date PLEASE PRINT AND SIGN PRINT: Andrew Frey SIGNATURE: -DocuSigned by: AA66,..3 Fre �9a.Boa_6.�acF� APPROVAL BY DEPARTMENTAL DIRECTOR April 1, 2025 I 14:20:42 EDT PRINT: SIGNATURE: ,-DocuSigned by: FratA,� aom `._ 27395C631$2a 4F7 SUBMITTED TO RISK MANAGEMENT April 1, 2025 I 14:23:31 EDT PRINT: GEORGE K. WYSONG SIGNATURE: III -DocuSigned by: apt-brOt, - \--8. SUBMITTED TO CITY ATTORNEY ID25-430 April 1, 2025 1 15:38:51 EDT �D5 £l, PRINT: Larry Spring SIGNATURE: 7-&E9FL832484 DocuSigned by: ClAini Spviv C9.n9Rn2B97F_54 APPROVAL BY ASSISTANT CITY MANAGER April 11, 2025 1 15:34:33 EDT PRINT: NATASHA COLEBROOK-WILLIAMS SIGNATURE: DocuSigned by: F1/4/41A44 Cat APPROVAL BY DEPUTY CITY MANAGER April 14, 2025 1 10:55:18 EDT PRINT: ART NORIEGA, V SIGNATURE: 8487009 SDEAa DocuSigned by: A• NoneS., FRhOCF C372DD42 RECEIVED BY CITY MANAGER April 14, 2025 I 12:15:05 EDT SUBMITTED TO THE CITY CLERK April 14, 2025 I 22:47:37 EDT PRINT: TODD B. HANNON ,-DocuSigned by: SIGNATURE: C '-E46D7560DCF1459. GiSbin.0 B. PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB USE AGREEMENT FOR EVENT SPACES OLYMPIA THEATER This USE AGREEMENT (hereinafter "Agreement") is effective as of the Effective Date, as such term is defined in Exhibit A, by and between the City of Miami, a municipal corporation in the State of Florida (hereinafter "CITY,") and USER, as such term is defined in Exhibit A. The CITY and USER may each be individually referred to as a "Party" or collectively as the "Parties." RECITALS WHEREAS, the CITY owns and is responsible for the operation and management of the Olympia Theater located at 174 E Flagler St. Miami, FL 33131, hereinafter referred to as the "THEATER"; and WHEREAS USER wishes to use the THEATER for purposes of hosting the EVENT, as such term is defined in Exhibit A; and NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, the sufficiency of which is hereby acknowledged, the CITY and USER agree as follows: 1. INCORPORATION OF RECITALS AND EXHIBITS: The Recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The following exhibits are attached hereto and are hereby incorporated into and made a part of this Agreement: Exhibit A — Special Terms & Conditions Exhibit B — Use Area Exhibit C — Intentionally Omitted Exhibit D — Intentionally Omitted Exhibit E — Corporate Resolution or Other Proof of Authority Exhibit F — Anti -Human Trafficking Affidavit Exhibit G — Certificate of Insurance In the event of a conflict between the principal provisions of this Agreement or any of its exhibits, the conflict shall be resolved in favor this Agreement then the priority order indicated above. 2. DEFINITIONS: All references to "days" shall mean calendar days unless expressly stated otherwise. 3. TERM This Agreement shall be effective from the Effective Date first written above, until the later of the end of the USE PERIOD or the date on which all applicable fees and charges for the EVENT have been paid to CITY unless terminated earlier as provided for herein. 4. PERMITTED USE & USE PERIOD: The CITY hereby grants USER a temporary, non-exclusive and revocable license to enter and occupy the USE AREA, as further described herein, solely for the purposes of presenting, rehearsing, setting up, and breaking down the EVENT. The dates and times in which the USER may enter the site to commence set up ("Load -In"), conduct the EVENT ("Event Day"), and dismantle and remove all equipment and materials ("Load -Out") are as set forth in Event Schedule attached and incorporated in Exhibit A. The timeframe between the commencement of the Load - In period and the conclusion of the Loud -Out period, inclusive of all Event Days, is hereinafter Rev. 20250211 Page 1 Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB referred to as the "USE PERIOD." The USE PERIOD shall be inclusive of all required periods for presenting, rehearsing, setting up, and breaking down the EVENT. Except as expressly provided hereunder, USER shall be completely responsible for the production, coordination and management of the EVENT, at its sole cost and expense. If USER exceeds use of the USE AREA beyond the USE PERIOD, the same shall be considered a breach of this Agreement and USER shall be responsible under this Agreement for all other fees and costs incurred by the City as a result of the same. In no event shall the aforementioned language restrict the CITY from pursuing such remedies in equity or law available to it for USER's failure to comply with the timeframes specified herein. Should USER exceed the USE PERIOD for any reason, then an additional fee of $52.50/hour, rounded up to the nearest hour, shall be applied to USER's total USE FEE. If USER anticipates needing more time than permitted during the USE PERIOD, then USER must contact the Venues Manager as soon as possible, however, no later than twenty-four (24) hours prior to the applicable USE PERIOD. Whether USER is permitted additional time beyond the USE PERIOD is at the sole and absolute discretion of the CITY. The above -referenced fees are in addition to any Theater Staff Charges or Additional Charges that may be incurred. Any equipment or materials left in the USE AREA after the termination of the USE PERIOD shall be disposed of by the CITY at USER'S sole cost without any right of claim by the USER, or, in the CITY'S sole discretion, the equipment or materials may be stored at USER'S cost. 5. USE AREA: As used in this Agreement, "USE AREA" means the portion of the THEATER required by the USER and as authorized by the CITY for the EVENT and as further described in Exhibit B attached hereto. Notwithstanding any language to the contrary, the CITY retains the right to enter and access the USE AREA at any time during the USE PERIOD as it deems necessary. USER shall not prohibit or restrict the CITY'S access to the USE AREA at any time. In no event shall USER' s utilization of the site for the EVENT extend beyond the USE AREA. USER RECOGNIZES THAT THE THEATER IS ACTIVELY UNDERGOING CONSTRUCTION AND REPAIR AND THAT CERTAIN AREAS ARE NOT AVAILBLE FOR USE OR ACCESS BY USER, ITS EMPLOYEES, AGENTS, OR INVITEES. USER shall not enter or otherwise have access to the portions of the THEATER other than the limited USE AREA. By its execution of this Agreement, USER acknowledges and accepts the foregoing and shall take all necessary steps to ensure that neither USER's employees, agents, nor attendees will enter or access the portions of the THEATER undergoing construction or otherwise restricted by City staff. USER recognizes that neither lighting nor audio is available in the USE AREA and that USER must bring their own production equipment, the installation of which may not proceed without the prior approval and supervision of the Venues Manager. USER shall not be permitted to move, adjust, or remove any City's owned fixtures or equipment from their original setting under any circumstances without the prior approval and supervision of the Venues Manager. In the event the CITY approves of such changes, USER shall return all equipment to its original position/focus/program upon conclusion of the EVENT. The costs of any such approved changes and restoration shall be borne by USER. Any violation of this Section shall be grounds for the immediate termination of this Agreement and the CITY may pursue any remedies at law or equity against USER for damages arising from said violation. 6. CONDITION OF USE AR[\: USER has inspected, or has been given the opportunity to inspect, the USE AREA, prior to Rev. 20250211 Page2 Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB execution of this Agreement, and accepts it in its present condition and agrees to maintain and return the same in its preexisting or better condition upon conclusion of the EVENT. USER shall not construct, erect, or install any fixtures within the THEATER, including but not limited to the USE AREA, without the Venue Manager's prior written approval, which may be withheld in the Venue Manager's sole and absolute discretion and may be conditioned upon further restrictions or conditions as may be prescribed by the CITY. Upon the conclusion of the EVENT, USER will diligently commence and continuously work to restore the USE AREA and all other affected areas of the THEATER to the same or better condition as provided, subject to CITY's sole and absolute approval, which may be withheld or conditioned. USER shall complete all restoration no later than the completion of the USE PERIOD. USER shall make a qualified representative available to review, discuss, and implement a course of action in the event there is damage to the THEATER. An inspection of the USE AREA with USER's qualified representative and a CITY representative will be made upon conclusion of the EVENT. Should the USER fail to complete the THEATER's restoration on or before the conclusion of the USE PERIOD, including repairs of all damage, the CITY shall have the authority to seek all legal and equitable remedies available to it, including, but not limited to, application of the Deposit. The City shall further have the right, but not the obligation, to restore applicable portions of the THEATER, at its sole discretion and at the expense of the USER, which may be imposed as an ADDITIONAL CHARGE. After conclusion of an EVENT, the CITY will conduct an inspection of the USE AREA within ten (10) business days. Any repairs or restorative work required will be communicated to USER and may be deducted from the DEPOSIT in part or in full, as defined hereafter. 7. COMPLIANCE WITH APPLICABLE LAWS. RULES. AND REGULATIONS: USER agrees to obtain all required licenses and permits and to abide by and comply with all applicable federal, state and local laws, rules, regulations, codes and ordinances during its use of the THEATER. USER hereby represents and warrants to the CITY that USER shall abide by each, and shall not permit the violation of any, rule or regulation set out therein. Violation of any federal, state and local law, rule, or regulation shall be grounds for immediate termination of this Agreement by CITY and the forfeiture of all deposits due to the CITY. CITY AS OWNER. The CITY is entering into this agreement in its capacity as owner of the THEATER and not in its regulatory capacity as a municipal corporation. Accordingly, USER acknowledges that nothing in this Agreement shall prejudice the CITY's regulatory authority to impose requirements or conditions which are required by Federal, State, County, and/or City ordinances and zoning regulations or are otherwise necessary to ensure the public health, safety, and welfare of the citizens of the CITY. The CITY reserves the right to evaluate all applications for permits for compliance with all existing laws, ordinances, and regulations controlling the issuance of permits for construction. No approvals granted pursuant to this Agreement shall waive the requirement for USER to obtain all regulatory approvals from the City or other regulatory authority as may be required by applicable laws. ANTI -HUMAN TRAFFICKING. If USER is a nongovernmental entity, USER confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. The USER shall execute and submit to the CITY an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as Exhibit F. If the USE fails to comply with the terms of this Section, the CITY may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the CITY be liable to USER for any additional compensation or for any consequential or incidental damages. Rev. 20250211 Page 3 Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB 8. COMPENSATION: USER shall pay to the CITY the USE FEE as defined in Exhibit A in consideration of the use of the USE AREA. Additionally, USER shall pay all other fees and costs due to the CITY under this Agreement, including, without limitation, any fees or costs imposed upon the THEATER or its underlying property in connection with the EVENT and any costs for applicable support staff provided by CITY pursuant to the terms of this Agreement ("ADDITIONAL CHARGES"). Without limitation of the foregoing, USER shall be responsible for all costs involved in the presentation of the EVENT, including without limitation: all Broadcast Music, Inc. (`BMI") and American Society of Composers, Authors and Publishers ("ASCAP") license fees, all staffing and all charges for police, fire rescue and inspector and/or assembly permit, security, building electrical and plumbing permits, insurance, all utilities, supplies, equipment rental, ticket surcharge, all applicable taxes, including State of Florida Sales Tax and other services, except those which are furnished by the CITY and are explicitly included in the USE FEE. 9. TERMS OF PAYMENT: All payments from USER to the CITY shall be by cashier's or certified check drawn from a local bank, or credit card acceptable to the CITY. No payments shall be made in the form of cash. USER shall submit to the CITY the USE FEE in the following manner: • Ten percent (10%) of the USE FEE, which is a non-refundable deposit, due within seven (7) calendar days of the initial request; • Forty percent (40%) of the USE FEE, which is also a non-refundable deposit, due within sixty (60) calendar days prior to the commencement of the EVENT; and • The remaining fifty percent (50%) of the USE FEE due thirty (30) days prior to EVENT. Except as otherwise explicitly provided herein, the ADDITIONAL CHARGES shall be paid to the CITY within thirty (30) days after the conclusion of the USE PERIOD. Failure to timely pay said USE FEE may result in the immediate termination of this Agreement and the forfeiture of all deposits due to the CITY, in the CITY's sole discretion. 10. SECURITY: USER shall provide at USER'S cost, all necessary perimeter/event security and police officers to be determined by the CITY'S Police Department and the CITY. 11. CATERING: USER, at its own cost, shall provide catering, food and beverages and the cleanup of the designated food area during the EVENT. If USER elects to provide catering, it must inform the CITY in writing as soon as possible, however, no later than sixty (60) days prior to the commencement of the USE PERIOD. If USER elects to serve alcoholic beverages, USER must obtain a temporary alcohol license. USER is strictly prohibited from providing catering, food, and/or beverages without first complying with the requirements of this Section. USER must adhere to all State, County, and Municipal health codes, rules and regulations while providing catering, food, and or beverages. The CITY retains the right to hire, at USER's cost and expense, a Concession Coordinator, whose responsibility will be to oversee and approve the coordination of all concession operators, and to report to the CITY and require immediate correction of any acts that do not conform to this Agreement, including, but not limited to, the adherence of all State, County, and Municipal health codes, rules and regulations. 12. INSITRANCE: USER, as a Direct Support Organization of The District Board of Trustees of Miami Dade College, Rev. 20250211 Page4 Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB Florida, a public educational institution and political sub -division of the State of Florida, shall obtain and maintain the following in force for the USE PERIOD: (a) General Liability Self -Insurance, subject to the provisions, limits and limitations of Section 768.28, Florida Statutes, as may be amended; (b) Automobile Liability Self -Insurance, subject to the provisions, limits and limitations of Section 768.28, Florida Statutes, as may be amended; and (c) Workers' Compensation Insurance, providing statutory benefits USER shall furnish all insurance certificates required by the City of Miami Insurance Administrator, no later than sixty (60) days prior to the commencement of the USE PERIOD. USER is prohibited from using any portion of the USE AREA prior to providing a certificate of insurance demonstrating adherence to all insurance requirements herein. Failure to provide such certificate of insurance by the time provided shall be grounds for termination of this Agreement. 13. INDEMNIFICATION: Subject to the limitations and provisions of Section 768.28 of the Florida Statutes as may be amended, each party ("Indemnifying Party") shall indemnify and hold harmless the other party, along with any of its affiliated companies and their respective officers, directors, employees, agents ("Indemnified Party") from and against any loss, cost, claim, liability, or damage relating to or arising out of Indemnifying Party's acts or omissions. In no event shall either party be liable to the other for any indirect, consequential, incidental, exemplary, punitive, or special damages. CITY and USER are public entities and any agreement to indemnify and hold harmless shall be subject to the provisions, limits and limitations provided in Section 768.28, Florida Statutes, as may be amended. This provision shall not be construed as a waiver of any statutory right or defense that the State of Florida or a political subdivision of the State of Florida has under said statute. 14. CANCELLATION: All advance sums, or advance payments under this Agreement, shall be forfeited if, through the fault or action of the USER, the EVENT is cancelled before the USE PERIOD. USER may cancel the EVENT with written notice provided no later than one hundred eighty (180) days prior to the first day of the USE PERIOD. Late cancellations shall be deemed a default of this Agreement and will result in the acceleration of the USE FEE, which shall become due to the CITY on the date of cancellation. The parties understand and agree that the CITY will be unable to find another user for the USE PERIOD in the event of a late cancellation and therefore, this acceleration of the USE FEE shall be deemed as liquidated damages for such cancellation. USER shall be liable for interest on the principal of the USE FEE at a rate of twelve percent (12%) per annum, or the maximum rate permissible by law if less for each day the amount remains unpaid. Notwithstanding, this acceleration of the USE FEE shall not apply to cancellations due to Force Majeure. 15. DEFAULT: In the event the USER shall fail to comply with each and every term and condition of the Agreement or shall fail to perform any of the terms and conditions contained herein, then the CITY, at its sole option and in addition to all other rights and remedies available to it by law, upon written notice to USER may cancel and terminate this Agreement, and all payments, advances, or other compensation paid by USER pursuant to this Agreement, shall be forthwith retained by the CITY. In the event the default occurs within sixty (60) days from the first day of the USE PERIOD, the CITY may accelerate the USE FEE in accordance with Section 16 above. 16. CITY'S TERMINATION RIGHTS: (a) Termination for Convenience: The CITY shall have the right to terminate this Agreement Rev.20250211 Page I5 Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB for convenience, in its sole discretion, upon thirty (30) days' written notice to USER. (b) Termination for Cause: The CITY shall have the right to terminate this Agreement immediately upon written notice and without liability to USER upon the occurrence of an event of default. (c) Other Termination Rights: The CITY shall have the right to terminate this Agreement immediately and without prior written notice in the event that (i) the THEATER is sold, condemned, or damaged due to natural or other causes preventing use of the THEATER, regardless of whether CITY is able to repair or make available other spaces, (ii) in its sole discretion the CITY determines that the EVENT must be cancelled to preserve health, safety, or welfare of its employees, USER, invitees, or the public, or (iii) the CITY determines that the EVENT must be cancelled due to circumstances beyond the CITY'S reasonable control. 17. PROMOTIONAL MATERIALS: USER hereby grants to CITY, its licensees, designees, and assigns, a royalty free, perpetual, worldwide, non-exclusive license to use, for any reason and via any medium, any and all materials collected by the CITY before, during, or after the EVENT, materials used to advertise the EVENT, or any photographs, telecasts, filming, or other materials created before, during, or after the EVENT, whether known or hereafter devised (collectively, the "Materials"). This license includes, but is not limited to, the right to photograph, edit, reformat, manipulate, telecast, rerun, reproduce, use, syndicate, license, display, print, distribute, and otherwise exploit the Materials, or any portion thereof, in any manner or media, for the promotion of the EVENT or THEATER. USER agrees and covenants to include the following statement in all materials used to advertise and/or promote the EVENT, via any medium: "The views and opinions expressed in this program are those of the event organizer(s) and the speaker(s) and do not necessarily reflect the views or positions of the City of Miami, or any of its agencies, instrumentalities, officers, officials, and/or employees." 18. ADULT -ONLY EVENTS: Any EVENT that meets the definition of an Adult live performance as that term is defined in s. 827.11, Florida Statutes, must take affirmative steps to prevent exposing children to an adult live performance in violation of s. 827.11, Florida Statutes. All advertising and promotional material, via any medium, for the EVENT must clearly identify the EVENT as "Adult -Only — Contains Sexual Content," and USER shall ensure no person under the age of eighteen (18) years old is granted entrance to the Theater during the EVENT. USER's violation of this section shall be deemed a default under this Agreement and the CITY may immediately stop an EVENT and cancel the remaining USE PERIOD, in addition to any other remedies available at law or equity. USER shall not be entitled to a refund of any kind or return of the SECURITY DEPOSIT when an EVENT is stopped or cancelled pursuant to this section. Additionally, any EVENT described herein shall be subject to and comply with City Code Section 2-777. 19. AWARD OF AGREEMENT: USER represents and warrants to the CITY that it has not employed or retained any person or company employed by the CITY to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 20. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION: USER agrees to provide access to the CITY or to any of its duly authorized representatives, to any books, documents, papers, and records of USER which are solely directly pertinent to this Agreement, for the purpose of audit, examination, excerpts, and transcripts. The CITY may, at Rev. 20250211 Page6 Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB reasonable times, and for a period of up to three (3) years following the date of final payment by the USER to the CITY under this Agreement, audit and inspect, or cause to be audited and inspected, those books, documents, papers, and records of USER which are solely directly related to this Agreement. USER agrees to maintain any and all such books, documents, papers, and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement and all other pending matters are closed. USER's failure to adhere to, or refusal to comply with, this condition shall result in the immediate cancellation of this Agreement by the CITY. The audit provisions set forth in s. 18-99 through s. 18-102 of the Code of the City of Miami, Florida, as amended, are solely applicable to this Agreement. 21. PUBLIC RECORDS: USER understands that the public shall have access, at all reasonable times, to all documents and information pertaining to CITY contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the CITY and the public to all documents subject to disclosure under applicable law. USER'S failure or refusal to comply with the provisions of this Section shall result in the immediate cancellation of this Agreement by the CITY. USER shall additionally comply with the provisions of Section 119.0701, Florida Statutes, entitled "Contracts; public records", as may be applicable, which statute is deemed as being incorporated by reference herein. Should USER determine to dispute any public access provision required by Florida Statutes, USER shall do so in accordance with applicable Florida law and shall do so at its own cost and expense. Any lawsuits filed against the CITY or Indemnitees in connection with USER'S dispute to public access will fall under the USER'S indemnification obligations specified in Section 14 above. IF THE USER HAS QUESTIONS REGARING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE USER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FL 33130. THE USER MAY ALSO CONTACT THE VENUE MANAGER WHO IS THE RECORDS CUSTODIAN FOR THE OLYMPIA THEATER. 22. NONDISCRIMINATION: USER represents and warrants to the CITY that USER does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with USER' s performance under this Agreement on account of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor. USER further covenants that no otherwise qualified individual shall solely by reason of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 23. AUTHORIZED PERSONNEL: The CITY shall have authorized representatives with decision making authority, reasonably available at all reasonable times throughout the USE PERIOD for consultation with USER. Rev. 20250211 Page 7 Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB 24. AUTHORITY TO EXECUTE AGREEMENT: Each party represents to the other that it has the power to enter into the Agreement and that the consent of no other person or entity is required in connection therewith, except as otherwise provided, and the Agreement constitutes a valid and binding obligation of each party in accordance with the terms hereof. 25. RELATIONSHIP OF PARTIES: This Agreement shall not be deemed or construed to create any agency relationship, partnership, or joint venture between the CITY and USER. 26. NOTICES: Notices required under the Agreement shall be deemed to be given when hand -delivered (with receipt therefore) or mailed by registered or certified mail, postage prepaid, return receipt requested. AS TO THE CITY: Art Noriega City Manager 444 SW 2' Avenue, 10th Floor Miami, FL 33130 anoriega@miamigov.com Yunior Santana Venues Manager 900 SW 1st Street Miami, Florida 33130 ysantana@miamigov.com AS TO THE USER: Refer to Exhibit A WITH A COPY TO: George K. Wysong III City Attorney 444 SW 2' Avenue, 9th Floor Miami, FL 33130 law@miamigov.com 27. NONDELEGABILITY This Agreement is personal to the USER. The Agreement may not be transferred, sold, pledged or assigned by USER, in whole or in part, without the prior express written consent of the CITY, which may be withheld or conditioned in the CITY' s sole discretion. 28. GOVERNING LAW: VENUE: ATTORNEY'S FEES: The Agreement shall be construed according to the laws of the State of Florida and Venue shall be in Miami -Dade County. Each party shall bear their own respective attorney's fees in any dispute arising out of or in connection with this Agreement. 29. CONFLICT OF INTEREST: USER is aware of the conflict of interest laws of the City of Miami (Code of the City of Miami, Florida, Chapter 2, Article V), of Miami -Dade County, Florida (Code of Miami -Dade County, Florida (Code of Miami -Dade County, Florida, Section 2-11.1) and of the State of Florida (as set forth in Florida Statutes) and agrees that to the extent applicable, it will fully comply in all respects with the terms of said laws and any future amendments, as may be applicable, and will further comply with USER policies and procedures that govern USER's conflict of interest: including Chapter 112, Florida Statutes, as may be amended from time to time, and USER's Policies I-7, II- 23, and Procedure 6013. 30. FORCE MAEJEURE The CITY shall not be liable for any failure to perform its obligations where such failure is caused by conditions beyond its control, including, but not limited to, Acts of Nature (including fire, flood, Rev. 20250211 Page8 Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB earthquake, storm, hurricane or other natural disaster), epidemics, pandemics, war, invasion, act of foreign enemies, events in foreign countries that affect the CITY and its citizens, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, riots, street celebrations or protests, military or usurped power or confiscation, terrorists activities, nationalization, government sanctions or restrictions, blockage, embargo, labor dispute, strike, lockout or interruption, or the failure of services such as electricity or telephone. 31. ELECTRONIC SIGN ATITRES: COI TNTERPART S- This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 32. WAIVER: No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made express in writing. 33. WAIVER OF JURY TRIAL: EACH PARTY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY BREACH THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT. 34. HEADINGS Title and paragraph headings are for convenient reference and are not a part of this Agreement. 35. $EVERABIIJTY- Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable under the laws of the State of Florida, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. 36. ENTIRE AGREEMENT: This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by property authorized representatives of the parties hereto. 37. ACKNOWLEDGEMENT: The Parties expressly acknowledge that each has read and understand each and every provision in this Agreement and have had the opportunity to seek the advice and representation of independent counsel. Furthermore, the Parties expressly acknowledge that this Agreement is entered into in good faith and was not obtained by fraud, misrepresentation, or deceit. 38. TRANSLATIONS: This document may be translated from English into various other languages. However, such translation shall not alter, modify, reduce, diminish, or amplify the terms of this Agreement. If there is any conflict between the English version and any translated version, the English version of the Rev. 20250211 Page9 Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB Agreement shall prevail. 39. INTELLECTUAL PROPERTY RIGHTS: USER represents and warrants that USER is either the sole author and/or creator of all Materials and any other intellectual property to be used in the EVENT or has obtained and holds all rights necessary to hold the EVENT. USER further represents and warrants that the EVENT does not and will not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party and that the City's right to seek indemnification from USER as provided in this Agreement and shall include any claims made against the City by a third -party for infringement of any intellectual property rights arising out of or related to the EVENT. SIGNATURE PAGES FOLLOW Rev. 20250211 Page 10 Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB IN WITNESS WHEREOF, the parties hereto have individually and through their proper corporate official executed the AGREEMENT, this the day and year first written. "USER" By: DocuSigned by: kavrAk kt, tA.a. 15evinie EC8C8408D410... Signature Maryam Laguna Borrego, Ed.D. Print Name Senior Vice President, Chief Operating Officer, and Chief of Staff Title Approved as to Form and Legal Sufficiency by: ,—Signed by: L. 'Tirisiop`n er'Saunders, Esq. Assistant General Counsel Office of Legal Affairs If Individual, notarize below STATE OF April 1, 2025 1 05:36:49 PDT Date COUNTY OF The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of , 20 by , who is ❑ personally known to me or ❑ has produced as identification andwho did not take an oath. Notary Stamp: Signature of Notary Public Taking Acknowledgment Print Name: Serial Number (if any): Commission Expires: Rev.20250211 Page11 Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB ATTEST: BY: DocuSigned by: Flew Todd B. Hannon City Clerk April 14, 2025 1 22:47:37 EDT Signed by: CITY OF MIAMI, a municipal corporation of the State of Florida BY: ,-DocuSigned by: A�F None , 850CF6C372DD42A... Art Noriega V City Manager April 14, 2025 1 12:15:05 EDT APPROVED AS TO INSURANCE APPROVED AS TO FORM AND REQUIREMENTS: CORRECTNESS: BY: �DocuSigned by: FraaAk :& 1vj "-27395C6318214E7... Ann -Marie Sharpe, Director Risk Management April 1, 2025 1 14:23:31 EDT DocuSigned by: Cat,orl, (hiso BY:88776F9FF8R9dRR George K. Wysong III DS City AttorneyID25-430 April 1, 2025 1 15:38:51 EDT Rev. 20250211 Page12 Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB EXHIBIT A — SPECIAL TERMS & CONDITIONS TO THE USE AGREEMENT FOR EVENT SPACES OLYMPIA THEATER April 14, 2025 1 22:47:37 EDT 1. "Effective Date" shall mean: 2. "USER" shall mean: The District Board of Trustee of Miami Dade College, Florida a public educational institution and political subdivision of the State of Florida with a principal address located at: 300 NE 2 Ave RM 1423-1 Miami, FL 33132 3. "EVENT" shall mean: Film Festival 4. "USE FEE" shall mean: 41, 000.00 5. Notices to USER as provided in Section 27 above shall be made to: Name Maryam Laguna Borrego, Ed.D. Title Senior VP, Chief Operating Officer and Chief of Staff Address 300 NE 2 Ave RM 1429 Miami, FL 33132 Email Address development@mdc.edu 6. USE PERIOD*: Event Commencement Termination Events 04/01/2025 at 10:00 AM 04/06/2025 at 11:00 PM Events 04/10/2025 at 10:OOAM 04/12/2025 at 11:OOPM Dismantle 04/13/2025 at 10:OOAM 04/13/2025 at 11:00 PM *Times and dates are subject to change in the sole discretion of the City. 7. PROMOTIONAL TICKETS: USER shall provide CITY with eighteen (18) promotional tickets for renting the THEATER for each EVENT film/presentation date, for purposes of promoting the THEATER. The tickets will be numbered VIP Box 1 to VIP Box 18. Tickets will be provided to the CITY no later than fifteen (15) days prior to the commencement of the EVENT. 8. MAXIMUM ATTENDANCE: USER understands that the maximum attendance at any EVENT to be located in the THEATER is one thousand (1000) persons per day and that USER shall not print more than one thousand (1,000) tickets for entrance into the THEATER. Rev. 20250211 PageA - 1 Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB EXHIBIT B — USE AREA USE AREA: The following area shall be considered the USE AREA for purposes of this Agreement. Access shall not be granted to the area identified as "2ND BALCONY RESTRICTED TO THE PUBLIC" TEN,L » aiET E NTEN TN 27 �S'4; ® Poa,"... pg��pf � BACKSTAGE if'""' CT CENT,m71, ORCHESTRA CENTER: L In ry 2,b 1dF I� 4 Iii STAGE 4EYTMEZZa NC p i xNTEA, i8 n 0\I ,'��LLL— ~ - ��,,��--��--,,�� �� .I �ST C`�EL SE TNG' J9a %T LEVEL purr�. _ _ -- . ElgOHmrsand�Am�7 e4U0NY n naNni rN I -nfl ie �. " ,�o sTpgtimNrY naa . z ny Too nna bono 411r D47p , , s' RGawoTanLakQggoPLT AR' CENT+1 ia :11 Y © rAOd A 4©iT,9E1 bnR ©2 m.. f? 0 — - @ `QQ:: c ,� _� i�"- uel (ot7 (aa) FF N�n,NNS5�� t d :nn:.:El uaptcm®:-- Q4y6 p� s re ri p®noTa gmrt l 9 Qi}Sry " �Sa. T mF1oT CCSRq uT'a c� ... n 02K) ` �1 '® cT Jr:_ m 7 Q _ o®g :�44i O, Opgg �Ao�" ei+n9nis mom oflgenea 4flnoLRn'pn® u r a 8'pQ oe 1} .R6 mach a a ed4 ,f, IL.'' ,�l . emu' '' og Law an�lacT. �.,Tc ,aro M Hm 0 ibiobp�obeu+ 49eennen �pe. a *� et�' �, 0-__ +rrrE� FM ' QQ' a _ . nob psi c. �� Q4}T7RE b'�n ,flQd oR - ' 0 @fl4 s Nd�' R A Yu °trQ a ¢-= SOUND BOOTH•bi7a il ng A oAs � l£Fl ORCHESTRA I I lFfl WATER ORCHESTRA DMA F ORCHESTRA RIDE CENTER ' RIbn A yy Q4��4� 111 T��pO C. SOU. SAD Q6o AP..., �� iq• �a ��a �►p0 m u,k34 ffi.T4 4.©p .0- __ 0® Qp -Z, o4bnRb d©499Ut7_ e S '''P av F}6 10: db Q 64i3 z un cEx cp 41913000 — tiz xT CLNTCx NEU. CENTER 0. ag p0� pa Q`_ n �og49t3mSF70B.Tm t}d]flddffT.► .ba4B' —lt'D�- nE`4f304fhDg0a14II s4-"•41P.tr@:D d• =4©nOd �'ppd Ate Gb�LS_O©nonOa6--i�p0gp9Q0 ®IQ MOS iTTT�lDP13-O'DORi4IIZ4;_ pRpO ag �Ss 9 fl+Z'm:TTT�nBFIP-P- 4OFl FM - �F1b9F3Q�,n�}4 ,t,� TTu vp a> k3flP'� �%`R.'J m. 4,fC.h6a . 4p4F)f!- OF]'BD s ®,70YlSM,il s n °PPP-- ..f� OP—'' _. �,tL • - - NE- fi EdLaa0p a0'b �S Ei9®k]fG m,TTT�4fl ©9b 0bflapl' dE e_ co p -1- - C. -- _ Ug DP Dt3b. • m� n 71n❑©Q+`m _ 3_ BALCONY ---,- 40ipp D i3©Nmm nb©98® 1-"-: • �-- s � �Q .44 ,,,,,,,, E c ur:n s* as eowT R S ccr + �"� ¢ pQ -- dno0m RESTRICT B TO w_ uauc- ��Es2e-f fi3�,3, aY1 T. ,2NO nISE jv zso 6 p.' c, r I TT11 ZI® BOOTH . - e .-�_..:�� .+��t � 2 ND NAl1YINy LEFT CENTER I 2N0 BALCONY CENTER I 2NP BPLCO"N R"ff OL.YMPIA THEATER ORCHESTRA, MEZZANINE, FIRST & SECOND BALCONY LEVEL SEATING PLAN r I Rev. 20250211 PageB - 1 Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB EXHIBIT C Intentionally Omitted Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB EXHIBIT D Intentionally Omitted Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB EXHIBIT E CORPORATE RESOLUTION OR OTHER PROOF OF AUTHORITY Attached on the following page Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB EXHIBIT F - ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity/individual is a nongovernmental entity authorized to transact business in the State of Florida (hereinafter, "nongovernmental entity"). b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2024). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2024). 2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer, a representative, or individual of the nongovernmental entity authorized to execute this Anti -Human Trafficking Affidavit. FURTHER AFFIANT SAYETH NAUGHT. Nongovernmental Entity/Individual: r—DocuSigned b�w�� yy::1". bb D32EC8v�a�(�/��08D410... Maryam Laguna Borrego Signature: Name: Office Address: Email Address: Miami Dade College 300 NE 2nd Ave Mlaguna@mdc.edu Title: Chief Operetinf Officer 3054121282 Phone Number: Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB EXHIBIT G — CERTIFICATE OF INSURANCE Certificate of insurance attached on the following page(s) Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB AC©R�� �� CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 3/5/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Arthur J. GallagherRisk Management Services, LLC g 200 South Orange Avenue Orlando FL 32801 CONTACT NAME: rn'nc 407-370-2320 rho 407-370-3057 (A/C, No, Ext): (A/C, No): ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Qualified Self Insurer INSURED Miami Dade College 11011 SW 104th Street Room 1123 Miami FL 33176 INSURER B: Safety National Casualty Corporation 15105 INSURER C: INSURER D : INSURERE: INSURER F : COVERAGES CERTIFICATE NUMBER: 245210151 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL EIABILITY X OCCUR RM20250301 3/1/2025 3/1/2026 EACH OCCURRENCE $ 200,000 CLAIMS -MADE PREMISESO(Ea RENTED $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L GENERAL AGGREGATE $ AGGREGATE LIMIT PRO POLICY JECT OTHER: APPLIES PER: LOC X PRODUCTS - COMP/OP AGG $ Ea Occurrence Agg $ 300,000 A AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY X SCHEDULED AUTOS NON -OWNED AUTOS ONLY RM20250301 3/1/2025 3/1/2026 COMBINED SINGLE LIMIT (Ea (Ea accident) BODILY INJURY (Per person) $ 200,000 X BODILY INJURY (Per accident) $ 300,000 X PROPERTY DAMAGE (Per accident) $ Included $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS N/A SP4068114 3/1/2025 3/1/2026 XPER OTH- STATUTE ER y/N below E.L. EACH ACCIDENT $ 2,000,000 E.L. DISEASE - EA EMPLOYEE $ 2,000,000 E.L. DISEASE - POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) GL & AL: Self Insured per Florida Statute 768.28. WC: Statutory, Excess of $750,000 Self Insured Retention. College receiving an award. CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Avenue Miami FL 33130 FDS FG SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB MANUAL OF PROCEDURE PROCEDURE NUMBER: PROCEDURE TITLE: STATUTORY REFERENCE: BASED ON POLICY: EFFECTIVE DATE: LAST REVISION DATE: LAST REVIEW DATE: I. PURPOSE 6300 PAGE 1 of 8 Contracts, Agreements, and Leases - Signature Requirements and Procedures Section 287.017, Florida Statutes State Board of Education, Rule 6A-14.0734, Florida Administrative Code, Section 448.095 (3)€, Florida Statutes, General Labor Regulations VI-2 Bidding for Commodities and Services VI-30 Contractual Agreements with Individuals or Organizations for Professional and Technical Services 11-51 Salary Administration: Professional Exempt Contractual/Professional Exempt Non-Contractual/Support Non - Exempt April 4, 1984 November 8, 2005; June 28, 2023 November 8, 2005; June 28, 2023 To provide the necessary signature requirements and procedures to be used when submitting various types of contracts, agreements, and leases for approval. II. PROCEDURE Miami Dade College enters into various agreements with agencies, vendors, and other private entities for the provision of goods and services to the College. As required by Miami Dade College Policy, authorizations for these agreements are to be in accordance with Florida Statutes, State Board of Education Rules, and the regulations of the District Board of Trustees. A. Purchasing Contract Thresholds Authority to recommend, approve, and sign purchasing contracts are subject to the following contractual amounts based on cumulative totals college -wide in each fiscal year. Each Category threshold is set out in Section 287.017, Florida Statutes, as may be amended. As used in this Procedure, a "Senior Administrative Employee" is a full-time Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB Manual of Procedures — Procedure 6300 Page 2 of 8 College employee in Pay Grade 21 or above as designated by the Human Resources Department. 1. Purchasing contracts, including Agreements for Services, that do not exceed Category Three in the annual cumulative total may be approved by a Senior Administrative Employee. 2. Purchasing contracts, including Agreements for Services, that exceed Category Three but do not exceed Category Five in the annual cumulative total must be submitted for approval to the College President or the Executive Vice President and Provost. 3. Purchasing contracts, including Agreements for Services, that exceed the Category Five in the annual cumulative total must be submitted for approval to the District Board of Trustees. 4. Agreements for Services based on a daily rate that do not exceed $500 per day may be approved by a Senior Administrative Employee, subject to subsections 1-3 above. 5. Agreements for Services based on a daily rate that exceed $500 per day or where a daily rate cannot be established (except expense -only reimbursement contracts) must be submitted for approval to the District Board of Trustees. The College will submit a monthly report to the District Board of Trustees of all purchasing agreements with any supplier/contractor/vendor which exceed Category Three but that do not exceed Category Five. All purchasing contracts must comply with MDC Procedure 6000, unless otherwise exempted by the Purchasing Department. If the College -wide, cumulative contractual totals within a fiscal year for any supplier/contractor/vendor exceed a threshold stated above, an updated approval must be obtained. B. Method of Contracting Contractual arrangements involving non -recurring, short-term, technical, or professional services in which no sustained relationship exists between the College and the Contractor may be executed via the Agreement for Services guidelines outlined in this Procedure. Under this arrangement as defined, the College and the Contractor acknowledge that the Contractor is performing technical or professional services as an independent contractor. Effective dates of services performed by a Contractor pursuant to an Agreement for Services shall not extend beyond June 30th of any given year; however, the Executive Vice President and Provost may approve an exception to this provision. 1. The procurement of services for which the definition of an independent contractor relationship is not met may not be secured via the established Agreement for Services guidelines outlined in this Procedure. 2. Other contractual arrangements, such as leases and/or long-term service contracts for common, recurring technical services, may be executed via an agreement provided by the Contractor. In these instances, the proposed contract must be reviewed and approved by the Office of Legal Affairs and/or the Purchasing Depaiiiiient prior to execution. This review may require feedback from other areas, such as the Risk Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB Manual of Procedures — Procedure 6300 Page 3 of 8 Management Department, Office of Facilities Management or the Office of Information Technology prior to execution. Accordingly, sufficient lead time should be provided in advance of the requested contractual arrangement. C. Signature Requirements and Processing 1. Purchase Orders issued by the College must be signed by the Director of Purchasing. The College President or designee must approve purchases that require emergency action. 2. Agreements for Services The Agreement for Services form is used for obtaining non -recurring, short-term, technical or professional services of individuals, companies, or organizations. The agreement must be signed and dated by the Contractor and Originator, respectively. The agreement is not deemed to be fully executed until all of the required College signatures are secured. The College' s final approver, as defined in this Procedure, shall be the last to sign the form. The original signed agreement should be submitted to the Purchasing Depaillnent and copies may be provided to the Contractor, the Originator, and the Originator's Campus President/Vice Provost/Vice President, as appropriate. Once a fully executed agreement is secured, the Originator shall input a Requisition in MDConnect, attach a scanned copy of the Agreement for Services to the online Requisition, and note the Requisition number on the Agreement for Services form. The Agreement for Services Form is available on the Business Affairs website. All pages of the Form, as well as attachments such as addenda, statements of scope of work, resumes (for individuals), proof of insurance (when required), etc. must be included for approval and Purchase Order processing. All sections of the Form must be filled in (in typed format) and if a section is not applicable, "N/A" must be typed in the section. Handwritten or incomplete Agreement for Service forms will be returned to the Originator for corrective action. i. Definitions (a) Consultants are persons the College utilizes to perform a non -recurring task. The services of the individual are available to the general public and other employers. The individual must be eligible to work in the U.S. as per U.S. Depailiuent of Homeland Security and the Social Security Administration and must be E-verified as per Florida Law. Consultants may perform services for multiple organizations simultaneously. The work to be performed is specific and specialized with the individual having expertise at a professional level, which allows the task to be accomplished without instruction or training. The consultant is free to set his or her own work methods, place, and time. The assignment is generally short term, lacks regularity, and there is no sustained continuing relationship between the College and the consultant. (b) Actors may be engaged individually or through an agent to perform in professional productions, mini-series, or personal presentations Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB Manual of Procedures — Procedure 6300 Page 4 of 8 produced by the College. (c) Guest lecturers, models, game officials, and providers of other intangible services may be procured within the guidelines established by this Procedure. (d) Agreements with individuals shall include the delivery of services for an established daily rate and may include reasonable travel and agreed - to expense reimbursement within the guidelines of MDC Procedure 3400 and Section 112.061, Florida Statutes relating to economical travel and/or per diem. (e) In accordance with College Policies 11-51 and VI-30, active full-time and part-time employees of the College are not eligible to be contracted under an Agreement for Services. ii. Processing (a) In those cases where an agreement is initiated by a Senior Administrative Employee, the review by and signature of the College President or the Executive Vice President and Provost is required. (b) If an agreement must be submitted to the District Board of Trustees, the agenda item will be prepared by the Originator in the appropriate format and forwarded to the appropriate Campus President, Vice Provost, or the Executive Vice President and Provost for Board action. (c) After all signatures and approvals are obtained on the agreement form, the agreement shall be returned to the Originator for forwarding copies and input of a Requisition. A copy of the Board -approved agenda item should be attached to the Agreement for Services and submitted to the Purchasing Department in accordance with this Procedure. iii. Payment Processing for Agreements for Services (a) Purchase Orders shall be established to facilitate payment(s) on all Agreements for Services. After all approvals and signatures are obtained on the agreement, the Originator shall initiate a Requisition and reference the Requisition number on the agreement. The agreement shall be forwarded through established channels of approval and the Purchasing Depailinent for review and issuance of a Purchase Order. (b) Upon completion of the contractual service by the individual, company, or organization, the Originator shall submit signed invoice(s) to the Accounts Payable Department for payment in accordance with established College procedure. Signed invoices shall reference the appropriate Purchase Order number. 3. External Real Property Use or Rental/Lease Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB Manual of Procedures — Procedure 6300 Page 5 of 8 i. When no lease is required, the Agreement for Services may be used following the processes in this Procedure. ii. When a lease or other similar agreement is required for the external use of real property, the appropriate Campus President, Vice Provost/President, or the Executive Vice President and Provost, must review and approve the terms and conditions. iii. For any external leases or other similar agreements, any insurance provisions must be reviewed and approved by the College' s Director of Risk Management. This review may require feedback from other areas, such as the Office of Facilities Management or the Office of Information Technology prior to execution. These documents must be then sent to the Office of Legal Affairs for legal review and approval. iv. Any agreements using College templates approved by the Office of Legal Affairs do not require Risk Management or Legal review unless modifications to the template are requested. v. Sufficient lead time should be provided in advance of the anticipated start date. vi. Payment Processing for Property Use or Rental/Lease (a) The payment process for property use or rental/leases is the same as described in Section II.C.2.(iii). of this Procedure. (b) If invoices are not a requirement for payment on the rental/lease agreement, then a copy of the rental/lease agreement may be used in lieu of an invoice as evidence of the appropriate payment terms. 4. Contracts with the Federal Government i. Contracts and agreements with the Federal government shall be presented to the Board for approval as a special agenda item. Any insurance provisions must be reviewed and approved by the College's Director of Risk Management. These documents must be then sent to the Office of Legal Affairs for legal review and approval. ii. The agenda item will be prepared by the Originator in the appropriate format and forwarded to the Campus President or Vice Provost for Board action. iii. After all signatures and approvals are obtained, the agreement shall be returned to the Originator for forwarding copies and input of a Requisition. The Originator will then forward the original document to the Purchasing Department in accordance with this Procedure. 5. Information Technology Consultants Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB Manual of Procedures — Procedure 6300 Page 6 of 8 i. Agreements with individual consultants for information technology -related services must be reviewed and approved by the Office of Information Technology prior to execution. This includes agreements that require the consultant to have access to the College' s computer systems, internet, intranet, website, or social media accounts, or where consultants will have access to College student or employee information. The Office of Information Technology may require additional documentation from the Originator. Any insurance provisions must be reviewed and approved by the College' s Director of Risk Management. These documents must be then sent to the Office of Legal Affairs for legal review and approval. ii. The approval from the Office of Information Technology must be documented and attached to the Agreement for Services Form prior to securing the signatures of the Contractor and College approvers in accordance with this Procedure. iii. Signature requirements for Agreements for Services in connection with consultants for information technology -related services are the same as those described in Section II_A2. of this Procedure. iv. After all signatures and approvals are obtained on the form, the agreement shall be returned to the Originator for forwarding copies and input of a Requisition. The Originator will then forward the original document, inclusive of attachments, to the Purchasing Department in accordance with this Procedure. v. The payment process for information technology -related consultant services is the same is the same as described in Section II.C.2.(iii). of this Procedure. D. General Instructions 1. Rationale for the Board Agenda Any agreements that require approval by The District Board of Trustees must be accompanied by a Board agenda item in appropriate format prepared by the Originator. 2. College Liability When a contract or agreement might subject the College to an insurance liability, the Originator must discuss the conditions of the contract or agreement with the Director of Risk Management and the Office of Legal Affairs. 3. Insurance Coverage Depending on the nature of services to be performed, the Contractor may be required to secure and maintain liability insurance for the duration of the term of the contract and provide the College with a certificate of insurance, naming The District Board of Trustees of Miami Dade College, Florida, as an additional insured. Originators may contact the Office of Risk Management for assistance in Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB Manual of Procedures — Procedure 6300 Page 7 of 8 determining whether this subsection applies to the proposed services. 4. Timely Submission of Contracts and Agreements Contracts and agreements are not deemed to be executed until all required signatures are secured. To ensure the accuracy of this information, the Originator should obtain a completed IRS Form W-9 "Request for Taxpayer Identification Number and Certification" from the contracting party unless they are already established as a registered Supplier of the College. Services may not be rendered until a fully executed agreement is secured. Under extenuating circumstances, the Originator must obtain prior written approval (i.e. email) from the Campus President, Vice Provost/President, or Executive Vice President and Provost. 5. Conflicts of Interests and Contracts and Agreements with Family Members of College Employees Under no circumstances may any College employee execute or approve a contract or agreement with any person or entity which may cause or create the appearance of a conflict of interest as provided for in MDC policies and procedures, and under Florida law. Failure to comply with this guideline may result in discipline up to and including termination of employment, and as otherwise provided for by law. 6. Approval Designation i. A Senior Administrative Employee may delegate signature authority to a direct report which is a full-time College employee in Pay Grade 17 or above, as designated by the Human Resources Department, for contractual amounts based on cumulative totals College -wide in each fiscal year which do not exceed $5,000. ii. A memorandum delegating signature authority for any fiscal year must be on file with the Purchasing Department and the Office of Legal Affairs. iii. All delegations expire on June 30th of each year and must be renewed. In the event a Senior Administrative Employee or an employee with delegated authority under this subsection change position or separate from the College, any delegations shall also terminate. iv. Any person executing any agreement without the authority as provided for under this Procedure may be personally liable under such agreement, and may be subject to discipline up to and including termination of employment, and as otherwise provided for by law. 7 College Template Agreements i. The Office of Legal Affairs may develop and approve template agreements for use by College personnel. These template agreements permit College personnel Docusign Envelope ID: 3517C82A-6E9C-464C-B716-AA1 EFA4E95DB Manual of Procedures — Procedure 6300 Page 8 of 8 to easily add business terms such as price, quantity, specific scope of work, etc. and have standard legal terms already included. ii. Use of approved template agreements do not require review by the Office of Legal Affairs. College personnel are not permitted to change any terms on an approved template agreement. iii. The Office of Legal Affairs will periodically review and modify templates as deemed necessary. Updates will be documented by version date on the template. 8. Amendments to College Template Agreements i. Changes to price, quantity, term, and scope of work on the Agreement for Services may be amended using the Addendum form available on Business Affairs website. The addendum must be signed by the Contractor and the College' s final approver. ii. Changes to the approved terms and conditions provided for in templates approved by the Office of Legal Affairs, including the Agreement for Services form, are generally not permitted. There may be instances where the Contractor and Originator may have the need to modify terms, amend descriptions and/or details outlined in the template or original agreement. When necessary, an addendum or amendment to the template agreement may be completed and attached to a copy of the original agreement. iii. The proposed amendments must be submitted for review and approval to the Office of Legal Affairs. Once reviewed and approved by the Office of Legal Affairs, the addendum must be signed by the Contractor and the College' s final approver. iv. Upon execution, the Originator may request a Change Order to the Purchase Order (i.e. if total cost of service is affected by the addendum). 1lICIM1114°4fr 06/28/2023 PRESIDENT DATE Olivera, Rosemary From: Santana, Yunior Sent: Tuesday, April 15, 2025 11:05 AM To: Hannon, Todd; Olivera, Rosemary Subject: OT - Executed - ID25-430 - 04/01/2025 - By Miami Dade College Attachments: Executed - OT - ID25-430 - 04012025 - By Miami Dade College.pdf ID25-430 - 04/01/2025 - By Miami Dade College Good morning Todd: Please find attached the fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. 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