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HomeMy WebLinkAbout25596AGREEMENT INFORMATION AGREEMENT NUMBER 25596 NAME/TYPE OF AGREEMENT OTERO MEDIA SOLUTIONS, INC. DESCRIPTION EXPERT CONSULTANT AGREEMENT/HIGH-LEVEL, FLEXIBLE CONSULTING SUPPORT TO FACILITATE THE MODERNIZATION OF MIAMI FIRE DEPARTMENT/MATTER ID: 25-1069 EFFECTIVE DATE May 20, 2025 ATTESTED BY TODD B. HANNON ATTESTED DATE 5/20/2025 DATE RECEIVED FROM ISSUING DEPT. 5/21/2025 NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Aimee Gandarilla / Yadissa Calderon EXT. 1906/1907 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Otero Media Solutions, Inc 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) ■ FUNDING INVOLVED? YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT NO NO PURPOSE OF ITEM (DETAILED SUMMARY): Expert Consultant Agreement Otero Media Solutions, Inc. Expert Consultant to provide the Department of Innovation and Technology. COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DIRECTOR/CHIEF PROCUREMENT OFFICER April 23, 2025 Annie Perez, CPPO I 10:17:11 EDLT....n, SIGNATURE: -4^^-° '11-1 SUBMITTED TO RISK MANAGEMENT Apri 1 23, 2025 Ann -Marie Sharpe I 10:19:28 EDT Docu5lgnetl by: SIGNATURE: Frau1 Gowvy TO CITY ATTORNEY matter 25-1069 May 7, 2025 I GeorgeSUBMITTED 5: 59:10 ED ysong III �DocuSignetl by: SIGNATURE: GuorO. 4 I,U,isow) III APPROVAL BY ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER May 13, 2025 1 L16rr bS�r n CPAtleyaD SIGNATURE: �ti SP,,'"O APPROVAL BY ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS May 19, 2025 Barbara Hernandez, MPA I 07 : 06 : 44 EDT sg SIGNATURE: I°Jar%ara. Nwuuan,k, APPROVAL BY ASSISTANT CITY MANAGER, CHIEF OF INFRASTRUCTURE Asael Marrero SIGNATURE: APPROVAL BY DEPUTY CITY MANAGER May 19, 2025 1#g�gl8C�gbrook-Williams SIGNATURE: N,a 4. Col cn Wa .4 .a RECEIVED BY CITY MANAGER May 19 , 2025 1_:3 r• 7 EDTa V o..,b etl by: SIGNATURE: av>�utir loamy, SUBMITTED TO THE CITY CLERK May 20, 2025 H IT��9 ���Doco5lgnetlby: SIGNATURE: gosgbo F,abg_ PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney From: Yadissa Calderon Contact Person Assistant Director Title 4/23/2025 Date: Procurement Requesting Client (305) 416-1907 Telephone Legal Service Requested: Matter 25-1069: Expert Consultant Agreement Otero Media Solutions, Inc. Complete form and forward to the Office of the City Attorney or e-mail to Legal Services. Do not assume that the Office of the City Attorney knows the background of the question and/or issue, such as opinions on the same or similar issues, the existence of relevant memos, correspondence, etc. Please attach to this form and/or e-mail all pertinent information relating to the subject. Once your request has been assigned, an e-mail will be sent to you with the Assigned Attorney's name and the issued matter identification number. All attorneys in the Office of the City Attorney shall fully comply with the Rules Regulating the Florida Bar. For Legal Services requesting an opinion from the Office of the City Attorney: nlssue opinion in writing. Publish opinion after issuance. Authorized by: Annie Perez Date response requested by: BELOW PORTION TO BE COMPLETED BY THE OFFICE OF THE CITY ATTORNEY Assigned Attorney: Date: File No. Approved by: Ultimate Client: Comments: D / R Date: Copy returned to Requesting Client Type: Matrix: Category: Copy to Ultimate Client rev. 04/14/2017 EXPERT CONSULTANT AGREEMENT BETWEEN THE CITY OF MIAMI AND OTERO MEDIA SOLUTIONS INC. THIS AGREEMENT ("Agreement") is made and entered into this 20thday of May , 2025, effective upon signature ("Effective Date"), by and between the City of Miami, a municipal corporation of the State of Florida ("City"), whose address is 444 SW 2 Avenue, Miami, Florida 33130, and, Otero Media Solutions, Inc., a for profit Limited Liability Company authorized to conduct business in Florida ("Expert Consultant"), whose address is 357 Almeria Ave, 1507, Coral Gables FL, 33134. RECITALS WHEREAS, the City, from time to time, retains individuals acting as independent contractors on a contractual basis for a specific term to perform certain specialized and defined tasks for the City and which tasks, by their nature, require independent and autonomous judgment; and WHEREAS, the City must retain the professional services of the Expert Consultant to provide the Department of Innovation and Technology ("DolT") with the Scope of Services defined in Exhibit "A", attached and incorporated ("Services"); and WHEREAS, the City, through the City Manager's Office, has deemed the Expert Consultant qualified in accordance with Sections 18-72, 18-73, and 18-116 of the Code of the City of Miami, Florida, as amended ("City Code"), and the Expert Consultant agrees to perform the Services as defined and described herein; NOW, THEREFORE, pursuant to Sections 18-72, 18-73, and 18-116 of the City Code, in consideration of the mutual obligations expressed herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, the City and the Expert Consultant agree as follows: Section 1. Recitals and Incorporations. The foregoing 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 — Scope of Services Exhibit B - Compensation Exhibit C — Insurance Requirements Exhibit D — Expert Consultant's Certificate of Insurance Exhibit E — Corporate Resolution Exhibit F —Anti-Human Trafficking Affidavit In the event of a conflict between the provisions of this Agreement or any of its exhibits, the conflict shall be resolved in favor of this Agreement then the priority order indicated above. Section 2. Scope of Services. Pursuant to the City Code, the City Manager may retain an Expert Consultant and assign the same to a City Department. The Expert Consultant identified above will be assigned to assist City Manager's Office, or its designee, and shall perform the Services outlined in Exhibit "A", attached and incorporated. The Expert Consultant represents to the City that the Expert Consultant is now, upon execution of this Agreement, and shall at all times during the term of this Agreement remain, fully qualified, competent, and capable to perform the Services under this Agreement. Section 3. Remuneration, Audit and Inspection. A. The Expert Consultant shall receive compensation in the amount of $200.00 per hour and in the manner as specified in Exhibit "B". Even if there is, at the discretion of the City, an Amendment to increase the renumeration, in no event shall the total of remuneration for all Services exceed One Hundred Twenty -Five Thousand Dollars ($125,000.00) per year. The City, in its best interest, reserves the right to request additional related services to be provided by the Expert Consultant. Any additional services in excess of those described in Exhibit "A" shall be negotiated and pre -approved in writing by the City Manager or designee prior to the services being rendered. The Expert Consultant will provide a detailed invoice listing daily work for any billing period. B. The Expert Consultant shall not be entitled to any employment emoluments and, as such, the Expert Consultant shall be required to complete Internal Revenue Services ("IRS") Form W-9 prior to execution of this Agreement. Further, the Expert Consultant expressly acknowledges that the Expert Consultant shall not acquire status, benefits, or rights as a City employee, temporary or permanent, classified or unclassified, by virtue of this Agreement. The Expert Consultant shall provide the City Manager with the completed IRS Form W-9 at the time of execution of the Agreement. C. Unless otherwise specifically provided in Exhibit "B", pursuant to the Florida Prompt Payment Act, payment will be made within forty-five (45) days after receipt of the Expert Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail to allow proper audit of expenditures should the City require one to be performed. D. The City may, at all reasonable times and for a period of up to three (3) years following the date of final payment by the City to the Expert Consultant under the Agreement, audit, cause to be audited, inspect, or cause to be inspected those books and records of the Expert Consultant which are related to the Expert Consultant's performance under the Agreement. The Expert Consultant agrees to maintain such books and records at a location within the City for a period of three (3) years after final payment is made under the Agreement. Section 4. Term. The Agreement shall become effective as of the Effective Date as defined on its first page and shall be for the duration of one (1) year with two (2) one (1) year options to renew at the City's sole discretion. The City, acting by and through the City Manager, shall have the option to extend or terminate the Agreement for convenience. Section 5. Termination. This Agreement may be terminated at any time by either party, with or without cause. In the event of termination of this Agreement for any reason with or without cause, the Expert Consultant shall not have recourse to any City Grievance or Disciplinary Procedure. In the event of termination, the Expert Consultant will be compensated for actual Services rendered up to and including the date of termination. Expert Consultant agrees that other than payment of compensation due pursuant to the terms of this Agreement, Expert Consultant shall not be entitled to claim any lost profits, special, or general damages against the City. Section 6. Relationship Between Parties. A. The Expert Consultant, under the terms and conditions of this Agreement, is an independent contractor and not a City employee. As the Expert Consultant is an independent contractor, the Expert Consultant shall not be entitled to any employment emoluments. Access and use of City property shall be at the sole discretion of the City Manager. The Expert Consultant acknowledges that such access to and use of City property does not alter the Expert Consultant's status as an independent contractor. B. Other than as legally required by the Expert Consultant in rendering his professional opinion, all other documents, information, materials, reports, and work product developed by the Expert Consultant in performing the Services pursuant to this Agreement are, and shall remain, the property of the City. The Expert Consultant understands and agrees that any information, documents, reports, materials, work product, or any other materials whatsoever which is given by the City to the Expert Consultant, or which is otherwise obtained or prepared by the Expert Consultant pursuant to or under the terms of this Agreement, is and shall at all times remain the property of the City. The Expert Consultant agrees not to use any such information, document, report, work product, or material for any other purpose whatsoever without the prior written consent of the City, which may be withheld or conditioned by the City in the City's sole discretion. C. The Expert Consultant shall work with the City to develop and undertake the schedule necessary to provide the Services as needed by the City. The Expert Consultant acknowledges that working with the City to provide necessary scheduling for the Services does not alter his status as an independent contractor and the Expert Consultant acknowledges and understands that compensation payment for his time is based upon the standards required by the IRS for payments to an independent contractor. Section 7. Indemnification. The Expert Consultant shall indemnify, save and hold harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, employees, and instrumentalities from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of the Expert Consultant and persons employed or utilized by the Expert Consultant in the performance of this Agreement. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Expert Consultant shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Expert Consultant expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Expert Consultant shall in no way limit the responsibility to indemnify, save and hold harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, employees, and instrumentalities as herein provided. The indemnification provided above shall obligate the Expert Consultant to defend, at its own cost and expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City 's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City, whether performed by the Expert Consultant or persons employed or utilized by the Expert Consultant. These duties described in this Section will survive the cancellation or expiration of the Agreement. This Section will be interpreted under the laws of the State of Florida, including without limitation and interpretation, Sections 725.06 and/or 725.08, Florida Statutes, as applicable and as amended. The Expert Consultant shall require all sub -consultant agreements to include a provision that each sub - consultant will indemnify the City in substantially the same language as this Section. The Expert Consultant agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Expert Consultant in which the City participated either through review or concurrence of the Expert Consultant's actions. In reviewing, approving, or rejecting any submissions by the Expert Consultant or other acts of the Expert Consultant, the City, in no way, assumes or shares any responsibility or liability of the Expert Consultant or sub -consultant under this Agreement. Ten Dollars ($10.00) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Expert Consultant. Section 8. Insurance. The Expert Consultant fully understands and hereby agrees that it shall be the responsibility of the Expert Consultant to secure his own insurance coverage, as applicable insurance will not be paid by the City on behalf of the Expert Consultant while performing the Services. The Expert Consultant shall maintain insurance coverage and provide evidence of such insurance coverage in such amounts as may be required by the City's Risk Management Department in Composite Exhibit "C", including the Insurance Requirements and the W-9, all attached and incorporated. Section 9. Nondiscrimination. The Expert Consultant represents and warrants to the City that the Expert Consultant does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Expert Consultant'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. The Expert Consultant further covenants that no otherwise qualified individual shall, solely by reason of their race, age, religion, color, gender, 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. Section 10. Non -Assignment, Successors, and Assigns. The Expert Consultant's Services are unique in nature and are not assignable. Section 11. Ownership of Documents. The Expert Consultant understands and agrees that any information, document, report, plan, budget, or any other material whatsoever which is given by the City or on behalf of the City to the Expert Consultant pursuant to or under the terms of this Agreement is, and shall at all times remain, the property of the City. The Expert Consultant agrees not to use any such information, document, report, plan, budget, or any other materials without the prior written consent of the City, which consent may be withheld or conditioned by the City as the owner thereof. Section 12. Public Records. A. The Expert Consultant understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City Agreements, 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 all applicable laws. The Expert Consultant's failure or refusal to comply with the provisions of this Section shall result in the immediate cancellation of this Agreement by the City and any potential penalties authorized by Chapter 119, Florida Statutes. B. The Expert Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keeping and maintaining public records that ordinarily and necessarily would be required of the City to perform this 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 Agreement's term and following completion of the same, if the Expert Consultant does not transfer the records to the City; and (4) upon completion of the Agreement, transfer, at no cost to the City, all public records in possession of the Expert Consultant or keep and maintain public records required by the City to perform the Services. If the Expert Consultant transfers all public records to the City upon completion of the Agreement, the Expert Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Expert Consultant keeps and maintains the public records upon completion of the Agreement, the Expert Consultant 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. Notwithstanding the foregoing, the Expert Consultant shall be permitted to retain any public records that make up part of his work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. C. Should the Expert Consultant determine to dispute any public access provision required by Florida Statutes, the Expert Consultant shall do so in accordance with the provisions of Chapter 119, Florida Statutes, at its own expense and at no cost to the City. IF THE EXPERT CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE EXPERT CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, THE EXPERT CONSULTANT MUST CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA ELECTRONIC MAIL AT PUBLICRECORDSMIAMIGOV.COM, OR VIA REGULAR MAIL AT CITY OF MIAMI, OFFICE OF THE CITY ATTORNEY, 444 S.W. 2ND AVENUE, 9TH FLOOR, MIAMI, FLORIDA 33130. THE EXPERT CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY DEPARTMENT WHO IS ADMINISTERING THIS AGREEMENT. Section 13. Award of Agreement. The Expert Consultant represents and warrants to the City that the Expert Consultant 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, finder's fee, or gift of any kind contingent upon or in connection with the award of this Agreement. Section 14. Compliance with Federal, State, and Local Laws. The Expert Consultant understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to open public meetings, public records, conflicts of interest, procurement procedures, record keeping, etc. The Expert Consultant agrees to comply with and to observe all applicable laws, codes, and ordinances, as they may be amended from time to time. Section 15. Notices. All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered, certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given, as herein provided. Notice shall be deemed given on the day on which personally delivered; or if by U.S. Mail, on the fifth (5th) day after being posted or the date of actual receipt, whichever is earlier. To Expert Consultant: Jose Otero Otero Media Solutions, Inc. 357 Almeria Avenue, 1507 Coral Gables, FL 33134 (305) 321-7276 i rotero@oteromedia. net To the Cit City of Miami Arthur Noriega V, City Manager 444 SW 2nd Avenue, 10th FL Miami, FL 33130 With Copy To: Office of the City Attorney ATTN: George K. Wysong III, City Attorney City of Miami 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33130 Procurement Department ATTN: Annie Perez, CPPO, Director City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami, Florida 33130 Section 16. Contingency Clause. Funding for this Agreement is contingent upon the availability of funds and continued authorization of City activities and the Agreement is subject to (a) an amendment due to lack of funds, reduction of funds, and/or change in regulations or the Code, upon written notice, or (b) termination pursuant to Section 5 hereof. Section 17. Miscellaneous. A. The Agreement shall be construed and enforced according to the laws of the State of Florida. The parties hereto agree that venue for all federal, state, and local matters, if any, arising under the Agreement shall be in the applicable respective federal, state, and/or local courts located in Miami -Dade County, Florida. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial. Each party shall pay its own costs and attorneys' fees. B. Should any provision, paragraph, sentence, word, or phrase contained in the Agreement be determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable under the laws of the State of Florida or the City, 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 the same shall be deemed severable, and in either event, the remaining terms and provisions of the Agreement shall remain unmodified and in full force and effect. C. No waiver or breach of any provision of the Agreement shall constitute a waiver of any other breach or of any subsequent breach of the same or any other provision hereof and no waiver shall be effective unless made in writing. D. The Agreement constitutes the sole and entire agreement between the parties hereto relating to the subject matter hereof and correctly sets forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in the Agreement, including the Exhibits hereto, are of no force and effect. No modification to, supplement of, deletion from, amendment, or addition to the Agreement shall be valid unless in writing and executed by the properly authorized representatives of the parties hereto. Section 18. Survival. The parties acknowledge that the obligations in this Agreement will survive the term, termination, and cancellation hereof. Accordingly, the respective obligations of the Expert Consultant and the City under this Agreement shall survive termination, cancellation, or expiration hereof. Section 19. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be an original as against either party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on 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. Section 20. E-Verify Employment Verification. By entering into this Agreement, Expert Consultant and its subconsultants are jointly and severally obligated to comply with the provisions of Section 448.095, Florida Statutes, as amended, titled "Employment Eligibility." Expert Consultant affirms that (a) it has registered and uses the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees of Expert Consultant; (b) it has required all subconsultants to this Agreement to register and use the E-Verify system to verify the work authorization status of all new employees of the subconsultant; (c) it has an affidavit from all subconsultants to this Agreement attesting that the subconsultant does not employ, contract with, or subcontract with, unauthorized aliens; and (d) it shall maintain copies of any such affidavits for the duration of the Agreement. Registration information is available at: http://www.uscis.gov/e-verify. If the City has a good faith belief that Expert Consultant has knowingly violated Section 448.09(1), Florida Statutes, then City shall terminate this Agreement in accordance with Section 448.095(5)(c), Florida Statutes. In the event of such termination, Expert Consultant agrees and acknowledges that it may not be awarded a public contract for at least one (1) year from the date of such termination and that Expert Consultant shall be liable for any additional costs incurred by the City because of such termination. In addition, if City has a good faith belief that a subconsultant has knowingly violated any provisions of Sections 448.09(1) or 448.095, Florida Statutes, but Expert Consultant has otherwise complied with its requirements under those statutes, then Expert Consultant agrees that it shall terminate the contract with the subconsultant upon receipt of notice from the City of such violation by subconsultant in accordance with Section 448.095(5)(c), Florida Statutes. Any challenge to termination under this provision must be filed in the Circuit or County Court by the City, the Expert Consultant, or subconsultant no later than twenty (20) calendar days after the date of said termination. Section 21. Confidentiality. Subject to the requirements of Chapter 119, Florida Statutes, Expert Consultant agrees not to disclose Confidential Information disclosed to it by the City. Confidential Information shall include all information received by Expert Consultant that is not available to the public and all information identified as confidential by the City. For purposes of this section, Confidential Information shall not include any information that (a) is or becomes generally available to the public, other than as a result of disclosure by Expert Consultant; (b) becomes available to Expert Consultant on a non -confidential basis and not in the contravention of applicable law from a source that is not bound by a confidential relationship by the City or by a confidentiality or other similar agreement; (c) was known by Expert Consultant on a non -confidential basis and not in a contravention of applicable law or confidentiality or other similar agreement before its disclosure to Expert Consultant; or (d) information which must be disclosed pursuant to law. Section 22. Antitrust Violator Vendors: A person or an affiliate who has been placed on the Antitrust Violator Vendors List following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply on any agreement to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on any agreement with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on leases of real property to a public entity; may not be awarded or perform work as a grantee, supplier, subcontractor, or consultant under an agreement with a public entity; and may not transact new business with a public entity. Section 23. Anti -Human Trafficking: Expert Consultant 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. Expert Consultant 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 Expert Consultant 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 Expert Consultant for any additional compensation or for any consequential or incidental damages. SIGNATURE PAGE FOLLOWS Remainder of page intentionally left blank IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ATTEST: By: Name: L/4-e/ac /a Title: /' T� ATTEST: By: DocuSignetl by'. �L45U/550.11,1bg_ MANUELA Z FERRO Commission # HH 184779 Expires November 19, 2025 Bonded Thru Budget Notary Services Todd Hannon City Clerk APPROVED AS TO FORM AND CORRECTNESS: By: LGt...01.4RISow0III "Expert Consultant" Otero Media Solutions, Inc. a Limited Liability -Company authorized to conduct- business ih Florida Name: JoseOtero Title: President "City" CITY OF MIAMI, Signed by: a Florida municipal corporation George K. Wysong III 25-1069 City Attorney ,--DocuSigned by: Arthur Pbvic By: 65OCF5C312D.2 Arthur Noriega V City Manager APPROVED AS TO INSURANCE REQUIREMENTS: DocuSignetl by: By: [-Fran.(^ GO�,vy 111 Ann -Marie Sharpe Risk Management Director EXHIBIT A SPECIFICATIONS/SCOPE OF WORK Expert Consultant shall provide the following professional monthly services as part of this Agreement: 1. Objective The Client seeks high-level, flexible consulting support to facilitate the modernization of Miami Fire Department ("MFD") operations. While specific digital tools and processes may be introduced throughout the project, the primary objective of this engagement is to enable strategic planning, process clarity, and efficient execution of initiatives with the ability to adapt to MFD's evolving needs and priorities. 2. Scope of Services The Expert Consultant shall provide the following services on an as -needed basis as follows: 1. Gap Analysis o Evaluate current software/applications/processes used by MFD. o Identify overlaps, redundancies, and opportunities for consolidation or enhancement. o Recommend strategies to streamline technology, innovate processes, and improve user adoption. 2. Creation & Refinement of Process Documentation o Assess and document critical business processes, ensuring clarity on roles, dependencies, and workflows. o Identify potential inefficiencies and suggest improvements to reduce manual intervention. 3. Strategic Planning & Governance o Collaborate with leadership to define modernization priorities and align them with organizational goals. o Advise on governance structures that clarify ownership and streamline decision -making. o Provide guidance to mitigate risks associated with large-scale change. 4. Conversion of Business Requirements into Technical Requirements o Translate operational needs into actionable technical specifications. o Bridge communication between MFD business units and IT/technical vendors. 5. Vendor & Partner Assessments o Evaluate third -party solutions and vendors to ensure alignment with MFD's strategic objectives. o Advise on contract negotiations or technical evaluations as necessary. 6. Phased Implementation Support & Pilot Projects o Identify quick -win pilots to demonstrate immediate value and gain stakeholder buy -in. o Outline best practices for change management and user adoption. o Develop quick -win pilot recommendations to showcase tangible success and inform subsequent modernization efforts. 7. Knowledge Transfer & Capacity Building o Develop internal skill sets so MFD personnel can sustain improvements independently. o Supply frameworks and best practices for continuous improvement beyond the scope of this engagement. o Deliver enhanced internal capabilities, enabling the Fire Department to continue improvements without prolonged external consulting. 8. Additional Support (as -needed) o Support ongoing improvement efforts or unplanned contingencies that arise in the course of MFD operations. o Provide thought leadership and consultation to MFD executives and stakeholders. 3. Timeline This engagement will be ongoing and as -needed, enabling the City to request support for specific tasks, strategic guidance, or emergency troubleshooting throughout the modernization effort. EXHIBIT B COMPENSATION The hourly rate for this scope of work shall be $200.00 per hour which is payable on a per diem basis based on an average of eight (8) hours per day. EXHIBIT C INSURANCE REQUIREMENTS -PROFESSIONAL SERVICES AGREEMENT Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim $1,000,000 General Aggregate Limit $1,000,000 Retro Date Included The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Exhibit "D" COMPANY RESOLUTION (This Resolution needs to authorize the signatory to sign) WHEREAS, Otero Media Solutions, Inc. ("Company"), a Limited Liability Company qualified to do business in Florida, desires to enter into an expert consultant agreement (the "Agreement") with the City solely for the limited purposes of performing the services as described in the Agreement to which this Company Resolution is attached; and WHEREAS, the Managing Members of Company at a duly held company meeting have considered the matter in accordance with the Articles and By -Laws of the company; NOW. THEREFORE, BE IT RESOLVED BY THE MANAGING MEMBERS that this Company is authorized to enter into the Agreement with the City, and that Jose Otero , as the authorized signatory of the Company, is hereby authorized and directed to execute the Agreement, in the name and on behalf of this company, with the City and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. DATED this 21 day of April orporate ecretary print Name: Jose Otero Chairperson of the Managing Members Print Name: Jose Otero (Corporate Seal) �esiYPoe MANUELA Z FERRO I Commission # NH 184779 ,r Expires November 19, 2025 lFOF B.°P Bonded ThN Budget Notary Services EXHIBIT E ANTI -HUMAN TRAFFICKING AFFIDAVIT the undersigned affirms, ceriiiies, auiestsaria stapKt:_ a. The entity is a non -governmental entity authorized to transact business in the State of Florida and in it g with the Florida Department of State, Division of Corporations. 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), attached and incorporated herein as Exhibit Affidavit-1. Under penalties of perjury, I declare the following: a. b. 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. I am an officer or a representative of the nongovernmental entity authorized to execute this AntiHuman Tra ` • • Affidavit. Nongovernmental Entity: ero Media Sol ions, Inc. Name: Jose Otero 1 Officer Title: President Signature of Officer: Office Address: 357 Almeria A -, 1507, Coral Gables, FL 33134 Email Address: lroteroeromedia.net Main Phone Number: 3053217276 FEIN No. 68-0602069 STATE OF FLORIDA COUNTY OF MIAMI-DADE hh foregoiVstrumen was sworn to and subscribed before me by means of (Physical presence or El online notarization, this A•` day of by , 19-4/f/E/, .7 -c-,a2 as the authorized officer or representative for the nongovernmental entity. He/she is pers ally known to me or has produced , 7%Z 42, as identification. (NOTARY PUerNik ' OF FOP% L) MANUELAZFERRO 4, * Commission # HH 184779 Expires November 19, 2025 Bonded ituu Budget Notary Services My Commission Expires: Si: - ature of Person Taking O.th (Printed. Typed, or Stamped Name of Notary Public) EXHIBIT AFFIDAVIT-1 SECTION 787.06, FLORIDA STATUTES (2024) Select Year: 202X Go The 2024 Florida Statutes Title Chapter 787 View Entire XLVI KIDNAPPING; CUSTODY OFFENSES; HUMAN TRAFFICKING; AND RELATED Chapter CRIMES OFFENSES 787.06 Human trafficking.— (1 )(a) The Legislature finds that human trafficking is a form of modern-day slavery. Victims of human trafficking are young children, teenagers, and adults. Thousands of victims are trafficked annually across international borders worldwide. Many of these victims are trafficked into this state. Victims of human trafficking also include citizens of the United States and those persons trafficked domestically within the borders of the United States. The Legislature finds that victims of human trafficking are subjected to force, fraud, or coercion for the purpose of sexual exploitation or forced labor. (b) The Legislature finds that while many victims of human trafficking are forced to work in prostitution or the sexual entertainment industry, trafficking also occurs in forms of labor exploitation, such as domestic servitude, restaurant work, janitorial work, sweatshop factory work, and migrant agricultural work. (c) The Legislature finds that traffickers use various techniques to instill fear in victims and to keep them enslaved. Some traffickers keep their victims under lock and key. However, the most frequently used practices are less obvious techniques that include isolating victims from the public and family members; confiscating passports, visas, or other identification documents; using or threatening to use violence toward victims or their families; telling victims that they will be imprisoned or deported for immigration violations if they contact authorities; and controlling the victims' funds by holding the money ostensibly for safekeeping. (d) It is the intent of the Legislature that the perpetrators of human trafficking be penalized for their illegal conduct and that the victims of trafficking be protected and assisted by this state and its agencies. In furtherance of this policy, it is the intent of the Legislature that the state Supreme Court, The Florida Bar, and relevant state agencies prepare and implement training programs in order that judges, attorneys, law enforcement personnel, investigators, and others are able to identify traffickers and victims of human trafficking and direct victims to appropriate agencies for assistance. It is the intent of the Legislature that the Department of Children and Families and other state agencies cooperate with other state and federal agencies to ensure that victims of human trafficking can access social services and benefits to alleviate their plight. (2) As used in this section, the term: (a) "Coercion" means: 1. Using or threatening to use physical force against any person; 2. Restraining, isolating, or confining or threatening to restrain, isolate, or confine any person without lawful authority and against her or his will; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or services are not respectively limited and defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person; 5. Causing or threatening to cause financial harm to any person; 6. Enticing or luring any person by fraud or deceit; or 7. Providing a controlled substance as outlined in Schedule I or Schedule II of s. 893.03 to any person for the purpose of exploitation of that person. (b) "Commercial sexual activity" means any violation of chapter 796 or an attempt to commit any such offense, and includes sexually explicit performances and the production of pornography. (c) "Financial harm" includes extortionate extension of credit, loan sharking as defined in s. 687.071, or employment contracts that violate the statute of frauds as provided in s. 725.01. (d) "Human trafficking" means transporting, soliciting, recruiting, harboring, providing, enticing, maintaining, purchasing, patronizing, procuring, or obtaining another person for the purpose of exploitation of that person. (e) "Labor" means work of economic or financial value. (f) "Maintain" means, in relation to labor or services, to secure or make possible continued performance thereof, regardless of any initial agreement on the part of the victim to perform such type service. (g) "Obtain" means, in relation to labor, commercial sexual activity, or services, to receive, take possession of, or take custody of another person or secure performance thereof. (h) "Services" means any act committed at the behest of, under the supervision of, or for the benefit of another. The term includes, but is not limited to, forced marriage, servitude, or the removal of organs. (i) "Sexually explicit performance" means an act or show, whether public or private, that is live, photographed, recorded, or videotaped and intended to arouse or satisfy the sexual desires or appeal to the prurient interest. (j) "Unauthorized alien" means an alien who is not authorized under federal law to be employed in the United States, as provided in 8 U.S.C. s. 1324a(h)(3). The term shall be interpreted consistently with that section and any applicable federal rules or regulations. (k) "Venture" means any group of two or more individuals associated in fact, whether or not a legal entity. (3) Any person who knowingly, or in reckless disregard of the facts, engages in human trafficking, or attempts to engage in human trafficking, or benefits financially by receiving anything of value from participation in a venture that has subjected a person to human trafficking: (a)1. For labor or services of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for labor or services of an adult commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (b) Using coercion for commercial sexual activity of an adult commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (c) 1. For labor or services of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age who is an unauthorized alien commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for labor or services of an adult who is an unauthorized alien commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (d) Using coercion for commercial sexual activity of an adult who is an unauthorized alien commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (e) 1. For labor or services who does so by the transfer or transport of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age from outside this state to within this state commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for labor or services who does so by the transfer or transport of an adult from outside this state to within this state commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (f)1. For commercial sexual activity who does so by the transfer or transport of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age from outside this state to within this state commits a felony of the first degree, punishable by imprisonment for a term of years not exceeding life, or as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for commercial sexual activity who does so by the transfer or transport of an adult from outside this state to within this state commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (g) For commercial sexual activity in which any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age, or in which any person who is mentally defective or mentally incapacitated as those terms are defined in s. 794.011(1), is involved commits a life felony, punishable as provided in s. 775.082(3)(a)6., s. 775.083, or s. 775.084. For each instance of human trafficking of any individual under this subsection, a separate crime is committed and a separate punishment is authorized. (4)(a) Any parent, legal guardian, or other person having custody or control of a minor who sells or otherwise transfers custody or control of such minor, or offers to sell or otherwise transfer custody of such minor, with knowledge or in reckless disregard of the fact that, as a consequence of the sale or transfer, the minor will be subject to human trafficking commits a life felony, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (b) Any person who, for the purpose of committing or facilitating an offense under this section, permanently brands, or directs to be branded, a victim of an offense under this section commits a second degree felony, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. For purposes of this subsection, the term "permanently branded" means a mark on the individual's body that, if it can be removed or repaired at all, can only be removed or repaired by surgical means, laser treatment, or other medical procedure. (5) The Criminal Justice Standards and Training Commission shall establish standards for basic and advanced training programs for law enforcement officers in the subjects of investigating and preventing human trafficking crimes. Every basic skills course required for law enforcement officers to obtain initial certification must include training on human trafficking crime prevention and investigation. (6) Each state attorney shall develop standards of instruction for prosecutors to receive training on the investigation and prosecution of human trafficking crimes and shall provide for periodic and timely instruction. (7) Any real property or personal property that was used, attempted to be used, or intended to be used in violation of this section may be seized and shall be forfeited as provided by the Florida Contraband Forfeiture Act. After satisfying any liens on the property, the remaining proceeds from the sale of any property seized under this section and owned by a defendant convicted of a violation of this section must first be allocated to pay any order of restitution of a human trafficking victim in the criminal case for which the owner was convicted. If there are multiple human trafficking victims in the criminal case, the remaining proceeds must be allocated equally among the victims to pay restitution. If the proceeds are sufficient to pay any such order of restitution, any remaining proceeds must be disbursed as required by s. 932.7055(5)-(9). (8) The degree of an offense shall be reclassified as follows if a person causes great bodily harm, permanent disability, or permanent disfigurement to another person during the commission of an offense under this section: (a) A felony of the second degree shall be reclassified as a felony of the first degree. (b) A felony of the first degree shall be reclassified as a life felony. (9) In a prosecution under this section, the defendant's ignorance of the victim's age, the victim's misrepresentation of his or her age, or the defendant's bona fide belief of the victim's age cannot be raised as a defense. (10)(a) Information about the location of a residential facility offering services for adult victims of human trafficking involving commercial sexual activity, which is held by an agency, as defined in s. 119.011, is confidential and exempt from s. 119.07(1) and s. 24(a), Art. I of the State Constitution. This exemption applies to such confidential and exempt information held by an agency before, on, or after the effective date of the exemption. (b) Information about the location of a residential facility offering services for adult victims of human trafficking involving commercial sexual activity may be provided to an agency, as defined in s. 119.011, as necessary to maintain health and safety standards and to address emergency situations in the residential facility. (c) The exemptions from s. 119.07(1) and s. 24(a), Art. I of the State Constitution provided in this subsection do not apply to facilities licensed by the Agency for Health Care Administration. (11) A victim's lack of chastity or the willingness or consent of a victim is not a defense to prosecution under this section if the victim was under 18 years of age at the time of the offense. (12) The Legislature encourages each state attorney to adopt a pro -prosecution policy for human trafficking offenses, as provided in this section. After consulting the victim, or making a good faith attempt to consult the victim, the state attorney shall determine the filing, nonfiling, or diversion of criminal charges even in circumstances when there is no cooperation from a victim or over the objection of the victim, if necessary. (13) When a contract is executed, renewed, or extended between a nongovernmental entity and a governmental entity, the nongovernmental entity must provide the governmental entity with an affidavit signed by an officer or a representative of the nongovernmental entity under penalty of perjury attesting that the nongovernmental entity does not use coercion for labor or services as defined in this section. For purposes of this subsection, the term "governmental entity" has the same meaning as in s. 287.138(1). History.—s. 2, ch. 2004-391; s. 1, ch. 2006-168; s. 5, ch. 2012-97; s. 300, ch. 2014-19; s. 7, ch. 2014-160; s. 96, ch. 2015-2; s. 2, ch. 2015-147; s. 3, ch. 2016-24; s. 25, ch. 2016-105; s. 4, ch. 2016-199; s. 2, ch. 2020-49; s. 2, ch. 2021-189; s. 3, ch. 2023-86; s. 7, ch. 2024184. Copyright © 1995-2024 The Florida Legislature • Privacy Statement • Contact Us DIVISION OF CORPORATIONS J(' i ` i i»I : of ;f��;1/.org [ J1-)2D2fri0 (� fin official 5iate of Florida weir.ite Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Profit Corporation OTERO MEDIA SOLUTIONS, INC. Filing Information Document Number P05000022239 FEI/EIN Number 68-0602069 Date Filed 02/11/2005 Effective Date 02/10/2005 State FL Status ACTIVE Principal Address 357 ALMERIAAVE APT 1507 CORAL GABLES, FL 33134 Changed: 07/30/2021 Mailing Address 357 ALMERIAAVE APT 1507 CORAL GABLES, FL 33134 Changed: 07/30/2021 Registered Agent Name & Address OTERO, JOSE R 357 ALMERIAAVE APT 1507 CORAL GABLES, FL 33134 Address Changed: 07/30/2021 Officer/Director Detail Name & Address Title P OTERO, JOSE R 357 ALMERIAAVE APT 1507 CORAL GABLES, FL 33134 Annual Reports Report Year Filed Date 2023 01/03/2023 2024 01/23/2024 2025 01/02/2025 Document Imams 01/02/2025 --ANNUAL REPORT 01/23/2024 --ANNUAL REPORT 01/03/2023 --ANNUAL REPORT 01/13/2022 --ANNUAL REPORT 07/30/2021 --AMENDED ANNUAL REPORT 01/11/2021 --ANNUAL REPORT 01/14/2020 --ANNUAL REPORT 02/14/2019 --ANNUAL REPORT 01/15/2018 --ANNUAL REPORT 01/05/2017 --ANNUAL REPORT 01/18/2016 --ANNUAL REPORT 01/12/2015 --ANNUAL REPORT 01/27/2014 --ANNUAL REPORT 03/04/2013 --ANNUAL REPORT 01/18/2012 --ANNUAL REPORT 04/20/2011 --ANNUAL REPORT 03/10/2011 --ADDRESS CHANGE 02/22/2010 --ANNUAL REPORT 01/16/2009 --ANNUAL REPORT 05/01/2008 --ANNUAL REPORT 05/05/2007 --ANNUAL REPORT 01/05/2006 --ANNUAL REPORT 02/11/2005 -- Domestic Profit View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations ALCERTIFICATE OF LIABILITY INSURANCE ATE D 04/21/20 5rn 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 be endorsed. If SUBROGATIONIS 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 NUTMEG INS AGENCY INC/PHS 76210775 The Hartford Business Service Center 3600 Wiseman Blvd San Antonio, TX 78251 CONTACT NAME: PHONE (888)925-3137 (A/C, No, Ext): FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED Otero Media Solutions, Inc. 357 ALMERIA AVE APT 1507 CORAL GABLES FL 33134-5818 Property and Casualty Insurance Company INSURERA. of Hartford 34690 INSURER B : Hartford Fire Insurance Company 19682 INSURERC: INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 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.NOTW)THSTANDING 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 INSR SUER WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A COMMERCIAL GENERAL X LIABILITY OCCUR X 76 SBU BR9Z2N V ✓ \ (1, 04/15/2025 � 04/15/2026 EACH OCCURRENCE $1,000,000 CLAIMS -MADE DAMAGE TO RENTED PREMISES (Ea occurrence) $1,000,000 x General Liability MED EXP (Any one person) $10,000 PERSONAL&ADVINJURY $1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- PER: LOC GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OPAGG $2,000,000 AUTOMOBILE _ - LIABILITY ANY AUTO ALLOWNED AUTOS HIRED AUTOS SCHEDULED AUTOS NON -OWNED AUTOS 4. to( ® COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) _ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY Y/N PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE E.L. DISEASE - POLICY LIMIT B FailSafe Technology Errors or Omissions Liability 76 SBU BR9Z2N 04/15/2025 04/15/2026 Each Wrongful Act Aggregate Limit $1,000,000 $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. Certificate holder is an additional insured per the Business Liability Coverage Form SL3032 attached to this policy. CERTIFICATE HOLDER CANCELLATION The City of Miami 444 SW 2ND AVE MIAMI FL 33130 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 REPRESENTATIVEo , ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD De Vito, Daniel From: Sent: To: Subject: Gomez Jr., Francisco (Frank) Wednesday, April 23, 2025 7:19 AM Gandarilla, Aimee; De Vito, Daniel RE: Expert Consultant Agreement ("ECA")- Otero Media Solutions, Inc. Good morning, Please have the agreement executed as per Annie's instructions and provide with COI for our signature. Thanks, Frank Gomez, PIAM, CPI Property & Casualty Manager City of Miami Risk Management 14 N.E. 1st Avenue 2nd Floor Miami, Florida 33132 (305) 416-174o Office (305) 416-176o Fax fgomez@miamigov.com o(</� c� icb cc/ 649 9/ �o 9," v QQ "Serving, Enhancing, and Transforming our Community" From: Gandarilla, Aimee <AGandarilla@miamigov.com> Sent: Tuesday, April 22, 2025 3:44 PM To: De Vito, Daniel <DaDeVito@miamigov.com> Subject: FW: Expert Consultant Agreement ("ECA")- Otero Media Solutions, Inc. Importance: High i Thank you, Aimee qandcutiitcu Procurement Assistant City of Miami Procurement Department 444 SW 2nd Avenue, 6th floor, Miami, FL 33130 P (305) 416-1906 F (305) 400-5073 E adandarilla@miami.gov "Serving, Enhancing, and Transforming our Community" From: Perez, Annie <AnniePerez@miamigov.com> Sent: Friday, April 18, 2025 4:52 PM To: Gandarilla, Aimee <AGandarilla@miamigov.com> Cc: Calderon, Yadissa <ycalderon@miamigov.com>; Duque, Arturo <ADuque@miamigov.com>; Fossler, Thomas <TFossler@miamigov.com>; Britos, Nina <NBritos@miamigov.com> Subject: Expert Consultant Agreement ("ECA")- Otero Media Solutions, Inc. Importance: High /.{ , Good afternoon Aimee. Please route the attached ECA to Jose Otero for signature. I reviewed the ECA with ACA Fossler and he is fine with it. He must sign the Agcrn ent, he must provide the required insurance in the Agreement which is only Professional Li ', and he must fill out and submit the Corporate Resolution and the Anti -Human Trafficking iZl�vit. His email is jrotero(oteromedia.net. You may also want to call him`to le� m know that you are sending the Agreement. His phone number is (305) 321-727 ' 'J <V J r Chief Prdurement Officer y of Miami Procurement Department 'SW. 2 Avenue, 6th Floor Miami, FL 33130 Phone: (305) 416-1910 Fax: (305) 400-5373 Email: AnniePerez@miamigov.com Mission: The City of Miami Department of Procurement's mission is to ethically procure quality goods and services, design, construction and construction management services at the best value for the City, while providing excellent customer service, process efficiency, transparency, fairness, competition, accountability, and maintaining public trust. For current solicitations please visit our Solicitation page Current contracts can be viewed by visiting our Contract Database For solicitations in the Cone of Silence please visit our Cone of Silence webpage If you're not already a Vendor, click on or scan the QR Code to register as a new vendor for the City of Miami. 2 Olivera, Rosemary From: Gandarilla, Aimee Sent: Wednesday, May 21, 2025 9:24 AM To: Hannon, Todd Cc: Olivera, Rosemary; Brown, Sadie; Roberts, Frankeetha; Fossler, Thomas Subject: Executed ECA Otero Media Solutions, Inc (matter 25-1069) Attachments: ECA Otero Media Solutions, Inc (matter 25-1069).pdf Good morning Todd, Please find attached the fully executed copy of an agreement from DocuSign that will be considered an original agreement for your records. Frankeetha: Please close Matter 25-1069. Thank you, Aimee canclaniltai Procurement Assistant City of Miami Procurement Department 444 SW 2nd Avenue, 6thfloor, Miami, FL 33130 P (305) 416-1906 F (305) 400-5073 E agandarilla@miami.gov "Serving, Enhancing, and Transforming our Community" i 0:vY 18AB^ Q I * IALAAP= OAAIEA * r o. CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: PLANNING, PUBLIC ART DIVISION DEPT. CONTACT PERSON: ALBA DE LA PAZ EXT. 1689 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT ❑ YES 0 NO TOTAL CONTRACT AMOUNT: _ FUNDING INVOLVED? ❑ YES IN NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES ❑ AGREEMENT GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT LICENSE AGREEMENT ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT PURCHASE OR SALE AGREEMENT OTHER: (PLEASE SPECIFY) HOLD HARMLESS AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY): AGREEMENT TO PRINT AND EXHIBIT 51 PHOTOGRAPHS FROM THE ARTIST MAX WALDMAN FOR EDUCATIONAL PURPOSES. COMMISSION APPROVAL DATE: / / FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: Authorized by the Art in Public Places Board Resolution No. AIPP-R-23-022 pursuant to its delegated authority under Chapter 62 of the City Code. ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR May 13, 2025 PRINT: DAVID SNOW I 15:17:14 EDT SIGNATURE: DocuSigned by: Pavtif, S.Inbw 77QA19848.C.A.S4R6 SUBMITTED TO RISK MANAGEMENT May 14, 2025 I PRINT: ANN-MARIE 06:46:29 EDT"—DocuSigned SIGNATURE: SHARPE by: Fr 1 ae444ti7 SUBMITTED TO CITY ATTORNEY May 14, 2025 PRINT: GEORGE I 10:47:39 EDT SIGNATURE: 3W§YONG III —DocuSigned by: a{,bll, - 00(is it `— 88 776E 9 F E 8 8248 B ... APPROVAL BY ASSISTANT CITY MANAGER May 14, 2025 PRINT: Natasha I 12:09:50 EDT SIGNATURE: PRINT: ART NORIEGA7'7sUEA4,�- I 10 : 22 : 44 EDT SIGNATURE: Colebrook DocuSigned 850CF6C372DD42A...... -Williams DocuSigned by: Ne4A Cola by: ivOvicr, RECEIVED BY CITY MANAGER May 15, 2025 May 15 , 2025 PRINT: Hannon, SIGNATURE: IPaf.S : 44 ED Todd DocuSigned by: 1) ONE ORIGINAL TO CITY CLERK, 2) 3) ONE COPY TO CITY ATTORNEY'S OFFICE, REMAINING ORIGINAL(S) TO ORIGINATING DEPARTMENT SIGNATURE: PRINT: SIGNATURE: E46D7560DCF1459... 111 PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAG AUTHORIZATION, INDEMNIFICATION, HOLD HARMLESS, AND RELEASE AGREEMENT BETWEEN THE CITY OF MIAMI AND THE MAX WALDMAN'S ARCHIVE THIS AUTHORIZATION, INDEMNIFICATION, HOLD HARMLESS, AND RELEASE AGREEMENT ("Agreement"), is made and entered into this 13 day of may 2025, by and between the City of Miami hereinafter referred to as the "City," and Carol Greunke with a principal address at 5 Tomahawk Ln, Westport, CT 06880 hereinafter referred to as the "Artist" or "Applicant(s)". The City and the Applicant(s) are collectively hereinafter referred to as the "Parties." WHEREAS, on March 11, 2024, the Art in Public Places Board pursuant to Resolution No. AIPP-R-24-004 ("Resolution") approved the temporary art exhibit titled: "Overtown," hereinafter referred to as "Sepia Vernacular: Overtown's Photographic Journey, 1920-1950," at the lobby of Miami Riverside Center ("MRC") building, approximately located at 444 S.W. 2nd Avenue, Miami, Florida 33130; and WHEREAS, City staff organized the temporary art exhibit "Sepia Vernacular: Overtown's Photographic Journey, 1920-1950," at the lobby of the MRC, which displayed more than 70 photographs from the City's Planning Department's Tax Cards as well as plans and maps to be in accordance with the intent and criteria of City Code Section 62-654, titled "Purpose and intent," and Article 11 of the Miami 21 Code titled "Art in Public Places"; and WHEREAS, the Planning Department's Public Art Division finds the temporary art exhibition to be consistent with the goals and intent of Chapter 62 and the Miami 21 Code; and WHEREAS, the City, in collaboration with the CRA SEOPW, desires to take the exhibition "Sepia Vernacular: Overtown's Photographic Journey, 1920-1950" to the restored and historically designated "Lawson E. Thomas" building, owned by the Southeast Overtown/Park West Community Redevelopment Agency, and approximately located at 1021 NW 2nd Avenue, Miami, FL 33136 (the "Building"); and WHEREAS, on April 14, 2025, the Art in Public Places Board pursuant to Resolution No. AIPP-R-25-010 ("Resolution") approved the temporary art exhibit titled: "Overtown," hereinafter referred to as "Sepia Vernacular: Overtown's Photographic Journey, 1920-1950," at the Lawson E. Thomas building, approximately located at 1021 N.W. 2nd Avenue, Miami, Florida; and WHEREAS, this new exhibition will include the display of 51 photographs from the Max Waldman's Archive ("Art") and will not have any commercial purposes; and WHEREAS, in consideration for the general public and the ability to display the Artwork at the Building, the Applicant(s) attests to owning the necessary rights and faculties to authorize the display and reproduction of the materials included in Exhibit A of this contract; and WHEREAS, allows the City to use the list of photographs included in Exhibit A of this contract for the education purposes described above, and agrees to release the City, the SEOPW, and their respective commissioners, employees, and agents from any liability derived from the display and use of its materials under the conditions established in this Agreement; and NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the Parties agree as follows: I. Recitals. The Recitals above are true and correct and form an integral part of this Agreement and are incorporated herein by reference. II. Duration of Installation. The installation shall be completed on June 5, 2025 and shall remain for a time period not to exceed one (1) year ("Term"). III. Cost. Placement of the Art in the Building shall be at no cost to the City. IV. -- Indemnification, Hold Harmless, and Release. The Applicant(s), for (it)themself, and officers, directors, employees, contractors and subcontractors, agents, representatives, successors and assigns, hereby unequivocally waives, releases, holds harmless, indemnifies, covenants not to sue, agrees to defend and forever discharge the City, the SEOPW, and each of their respective officers, directors, employees, agents, contractors, and all other persons, entities, organizations and corporations affiliated therewith (all of whom constitute the "Released Parties") from any and all kinds of claims, demands, suits, causes of action, damages, losses, liabilities, costs or expenses, including court costs and attorney's fees at all levels of proceedings (including appellate level), and from any judgments, orders or decrees entered thereon or resulting therefrom, for any personal injury, loss of life, injury, loss, destruction, or damage to person or property (including, without limitation, damage to the Art), from the claim for royalties, infringement of copyright, tradename, trademark, patent or trade secret, or any other liability, loss, cost or expense of any kind of any nature whatsoever arising out of, resulting from, relating to, incidental to, or in any way connected to the Art or Applicant(s)'s performance of this Agreement (collectively "Claims"), including by way of illustration and not limitation, (i) any negligent installation, removal, or maintenance of the Art used in the performance of this Agreement; or (ii) any negligent act or omission by Applicant(s); or (iii) any injury caused by the Art, installation, or removal; or (iv) any failure of Applicant(s) to perform or comply with any of the covenants, agreements, terms or conditions contained in this Agreement or of any applicable permit, approval, law, code, or regulation; or (v) any unauthorized use, display or reproduction of the Art, infringement of copyrights, trademarks, tradenames, trade secrets, patents or failure to pay any fees or royalties caused by Applicant(s). This indemnification, hold harmless, and release shall survive the termination or expiration of this Agreement. V. Risk of Loss. Applicant(s) assume(s) the risk of loss, including, but not limited to, damage, theft, and any other loss of the Art. The risk of loss or damage to any Art will be borne by Applicant(s). Applicant(s) further agree(s) not to sue the City, its officers, directors, employees, agents, contractors, and all other persons, entities, organizations and corporations affiliated therewith, for any damage, destruction, or injury to a person in connection with Applicant(s)'s performance of this Agreement or in connection with the Art. VI. Intentionally Omitted. VII. Termination. The City Manager may, at his or her sole discretion, terminate this Agreement for cause or for convenience with no cause needed by providing seven (7) days written notice to the Applicant(s) to remove the Art, at which time Applicant(s) shall immediately remove the Art and the rights granted to the Applicant(s) as set forth in this Agreement will automatically terminate. VIII. Removal. Upon expiration or earlier termination of this Agreement, Applicant(s) shall remove the Art. The City and Management Company shall allow the Applicant(s) access to remove the Art. Such removal shall include remediation of any mounting holes with appropriate Art in Public Places Authorization, Indemnification, Hold Harmless, and Release Max Waldman Archive Page 2 material approved by the City. Applicant(s) shall leave all surfaces of the rights -of -way, buildings, and facilities in the same or better condition than existed prior to the installation and shall take all reasonable and necessary safety precautions during installation and removal to prevent damage or injury to persons or property. All work, materials, services, and equipment for installation or removal of the Art shall be provided by the Applicant(s). IX. Governing Law; Jurisdiction; Venue. This Agreement and any issues relating to it or its subject matter shall be governed by, and construed in accordance with, the substantive laws of the State of Florida without regard to choice of law rules, or conflict of law principles of Florida. The Parties hereby irrevocably agree that jurisdiction and venue to adjudicate any case or controversy involving this Agreement, brought by any person, entity, or official having standing, shall solely and exclusively be in the Circuit Court of the 11th Judicial Circuit, in and for Miami - Dade County, Florida, and waive any objection to personal jurisdiction, improper venue, or forum non conveniens. This Agreement shall inure to the benefit of and be binding upon the Parties hereto, their respective successors, personal representatives, heirs and permitted assigns. Each party shall bear their own respective attorney's fees. X. Severability. Should any provision, paragraph, sentence, word, or phrase contained in this Agreement be determined invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, it shall be severed and the Agreement shall be deemed modified to the extent necessary in order to conform to the applicable law. The remaining terms and provisions of the Agreement shall remain unmodified and in full force and effect. XI. Counterparts and Electronic Signatures. This Agreement and any amendments hereto may be executed in one or more counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument, each of which shall constitute be an original but as against either Party whose signature appears thereon, but all of which taken together shall constitute but one instrument. and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The Parties shall be permitted to entitled to sign and transmit an electronic signature on 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 with an electronic signature and deliver to the other Parties an original signed Agreement upon request. XII. 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. XIII. Compliance with Federal, State, and Local Laws. Artist agrees to observe and comply with all applicable federal, state, and local laws, rules, and regulations as they may be amended from time to time. XIV. Modifications, Amendments, Extensions, Waivers. Any alterations, variations, modifications, extensions or waivers of provisions of this Agreement shall only be valid when they Art in Public Places Authorization, Indemnification, Hold Harmless, and Release Max Waldman Archive Page 3 tro( Op A C have been reduced to writing and duly authorized by the City Manager and the authorized representatives for Artist. Without limitation of the foregoing, 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. XV. Survival. All obligations (including but not limited to indemnity and obligations to defend and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. XVI. 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, to the following address: AS TO THE ARTIST: AS TO THE CITY: carol Greunke Name: Title: Address: owner Max Waldman Archives City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130 WITH A COPY TO: City Attorney 444 SW 2nd Avenue, 9th Floor Miami, FL 33130 Planning Director 444 SW 2nd Avenue, 3rd Floor Miami, FL 33130 XVII. No Discrimination. Applicant(s) represents and warrants to the City that Applicant(s) does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Applicant(s)'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. Applicant(s) further covenants that no otherwise qualified individual shall, solely by reason of their 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. XVIII. E-Verify Employment Verification. By entering into this Agreement, Applicant(s) and its subconsultants are jointly and severally obligated to comply with the provisions of Section 448.095, Florida Statutes, as amended, titled "Employment Eligibility." Applicant(s) affirm that (a) they have registered and use the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees of Applicant(s); (b) they have required all subconsultants to this Agreement to register and use the E-Verify system to verify the work authorization status of all new employees of the subconsultant; (c) they have an affidavit from all subconsultants to this Agreement attesting that the subconsultant does not employ, contract with, Art in Public Places Authorization, Indemnification, Hold Harmless, and Release Max Waldman Archive Page 4 or subcontract with, unauthorized aliens; and (d) they shall maintain copies of any such affidavits for the duration of the Agreement. Registration information is available at: http://www.uscis.gov/e- verify. If the City has a good faith belief that Applicant(s) have knowingly violated Section 448.09(1), Florida Statutes, then City shall terminate this Agreement in accordance with Section 448.095(5)(c), Florida Statutes. In the event of such termination, Applicant(s) agree and acknowledge that they may not be awarded a public contract for at least one (1) year from the date of such termination and that Applicant(s) shall be liable for any additional costs incurred by the City because of such termination. In addition, if City has a good faith belief that a subconsultant has knowingly violated any provisions of Sections 448.09(1) or 448.095, Florida Statutes, but Applicant(s) have otherwise complied with its requirements under those statutes, then Applicant(s) agree that they shall terminate their contract with the subconsultant upon receipt of notice from the City of such violation by subconsultant in accordance with Section 448.095(5)(c), Florida Statutes. Any challenge to termination under this provision must be filed in the Circuit or County Court by the City, the Applicant(s), or subconsultant no later than twenty (20) calendar days after the date of said termination. XIX. Anti -Human Trafficking Affidavit. Applicant(s) 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 Florida Statute, 787.06. The Applicant(s) shall execute and submit to the City an affidavit, of even date herewith, in compliance with F.S. 787.06(13), attached an incorporated herein as Exhibit B. If the Applicant(s) 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 Applicant(s) for any compensation or for any consequential or incidental damages. XX. Sovereign Immunity. Nothing in this Agreement should be construed to waive sovereign immunity pursuant to applicable laws. The City is entering into this agreement in its capacity as owner of the Park and not in its regulatory capacity as a municipal corporation. Accordingly, Applicant(s) acknowledges that nothing in this Agreement shall prejudice the City's regulatory authority to impose requirements or conditions 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. No approvals granted pursuant to this Agreement shall waive any regulatory requirement from the City or other regulatory authority as may be required by applicable laws. XXI. Public Records. Applicant(s) understands that the public shall have access, at all reasonable times, to all documents and information pertaining to the City, subject to the provisions of Chapter 119, Florida Statutes, and any specific exemptions there from, and Applicant(s) agrees to allow access by the City and the public to all documents subject to disclosure under applicable law unless there is a specific exemption from such access. Applicant(s)'s failure or refusal to comply with the provisions of this Section shall result in immediate termination of the Agreement by City. a. Pursuant to the provisions of Chapter 119.0701, Florida Statutes, Applicant(s) must comply with the Florida Public Records Laws, specifically Accessor must: b. Keep and maintain public records that ordinarily and necessarily would be required by the City. Art in Public Places Authorization, Indemnification, Hold Harmless, and Release Max Waldman Archive Page 5 Provide the public with access to public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed the cost provided in Chapter 119 or as otherwise provided by law. d. Ensure that public records that are exempt or confidential and exempt from P+ , disclosure requirements are not disclosed except as authorized by law. e. Meet all requirements for retaining public records and transfer, at no cost to the City, all public records in possession of Applicant(s) upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format compatible with the information technology systems of the City. g. Accessor agrees that any of the obligations in this Section will survive the term, termination, and cancellation hereof. IF APPLICANT(S) HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO ACCESSOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT AS A PUBLIC CONTRACT, PLEASE CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER 305-416-1800, EMAIL: PUBLICRECORDS@MIAMIGOV.COM, AND MAILING ADDRESS: PUBLIC RECORDS C/O OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130. Signatures on following page Art in Public Places Authorization, Indemnification, Hold Harmless, and Release Max Waldman Archive Page 6 IN WITNESS WHEREOF the parties hereto may , 2025 01 - 'e'nORP APPLICANT(S): 1$ Signed by: Font at-bunkt, DRATED 4P May 13, 2025 1 12:19:55 EDT have executed these presents this 13thday of Carol geiriale, Tanager, Max Waldman's Archive CRA SEOPW: Signed by: 5vA4t,s 114.6awk, May 13, 2025 15:01:51 EDT James 21L%93071 been, Executive Director, Redevelopment Agency (SEOPW CRA) CITY OF MIAMI: By: ,-DocuSigned by: Southeast Overtown/Park West Community May 15, 2025 1 10:22:44 EDT arguAr Novitia SOCF /ZDD42 �... rtfiur`Vonega V., City Manager ATTEST. ,DocuSigned by: By: 2025 E46D7560DCF1459... Todd Hannon, City Clerk By: Signed by: EDT Approved as to form and legal sufficiency: B 5DS DocuSigned by: May 14 at -Or 00(isol4 (((' 2025 1 eorge F .'/Vysong III, City Attorney Matter 25-285 May 14, 2025 1 07:26:55 10:47:39 EDT ocuSigned by: &\/4.1, May 13, 2025 I J I/LOWD014848CA8486... David Snow, Director Planning Department 15:17:14 EDT Approved as to insurance requirements: EDT May 14, 2025 1 06:46:29 EDT By: ,-DocuSigned by: FratAk `76711VMgE8harpe, Director Risk Management Art in Public Places Authorization, Indemnification, Hold Harmless, and Release Max Waldman Archive Page 7 EXHIBIT A PHOTOGRAPHS EXHIBIT B ANTI -HUMAN TRAFFICKING AFFIDAVIT The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity is a non -governmental entity authorized to transact business in the State of Florida and in good standing with the Florida Department of State, Division of Corporations. 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, 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 or a representative of the nongovernmental entity authorized to execute this Anti -Human Trafficking Affidavit. FURTHER AFFIANT SAYETH NAUGHT. Max Waldman Archive Nongovernmental Entity: Name: carol Greunke ,-Signed by: Signature of Officer: Office Address: Email Address: Card, aumAkt, Officer Title: owner 5 Torah 0174rPe;A6Westport, CT 06880 mwal@optonline.net 203-216-2809 Main Phone Number: