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HomeMy WebLinkAbout25773AGREEMENT INFORMATION AGREEMENT NUMBER 25773 NAME/TYPE OF AGREEMENT URBAN INTELLIGENCE, INC. DBA URBAN UMBRELLA DESCRIPTION PROFESSIONAL SERVICES AGREEMENT/OLYMPIA THEATER REPAIRS & STABILIZATION/FILE ID: 16093/R-24- 0227/MATTER I D : 25-378 EFFECTIVE DATE September 26, 2025 ATTESTED BY TODD B. HANNON ATTESTED DATE 9/26/2025 DATE RECEIVED FROM ISSUING DEPT. 9/29/2025 NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Aimee Gandarilla/Justin Griffin EXT. 1906/1949 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Urban Intelligence d/b/a Urban Umbrella 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): PSA for emergency Olympia Theater and Apartments with Urban Intelligence d/b/a Urban Umbrella. COMMISSION APPROVAL DATE: 6/18/2024 FILE ID: 16093 ENACTMENT NO.: 24-0227 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DIRECTOR/CHIEF PROCUREMENT OFFICER September 19, 2025 Annie Perez, CPPO 113:34:45 EDT SIGNATURE: C- - ?�-, SUBMITTED TO RISK MANAGEMENT September 19, 2C25 David Ruiz 1 13:39:43 EDT - SIGNATURE: L2" , ""� SUBMITTED TO CITY ATTORNEY matter 25-378 September 23, 2025 George K. Wysong 111:57:27 EDT SIGNATURE: III po s , 4 r 4 Ts'"') (ri APPROVAL BY ASSISTANT CITY MANAGER/CHIEF FINANCIAL OFFICER September 23, Erica Paschal Darling, CPA 2025 112:49:09 EtDI. gietleyi e�, SIGNATURE: ,�7 � ,�„�,,,,d7e APPROVAL BY ASSISTANT CITY MANAGER/CHIEF OF OPERATIONS Barbara Hernandez, MPA SIGNATURE: APPROVAL BY ASSISTANT CITY MANAGER/CHIEF OF INFRASTRUCTURE Asael Marrero SIGNATURE: APPROVAL BY DEPUTY CITY MANAGER September 23, 2025 Natasha Colebrook -Williams i 12:55:34 EDT SIGNATURE: C RECEIVED BY CITY MANAGER September 24, Arthur Noriega 2025 I 07:05:55 SIGNATURE: V T,m, a Nah4. SUBMITTED TO THE CITY CLERK September 26, 2025 Todd Hannon 123:56:14 ED o0 SIGNATURE: Lz.t----- 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: Justin Griffin Contact Person Sr. Procurement Contracting Officer Title 9/19/2025 Date: Procurement Requesting Client (305) 416-1949 Telephone Legal Service Requested: Matter 25-378: PSA for emergency Olympia Theater and Apartments with Urban Intelligence d/b/a Urban Umbrella. 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 AGREEMENT/AMENDMENT OVERVIEW AGREEMENT TITLE: Professional Services Agreement ("PSA") by and between The City of Miami, Florida and Urban Intelligence, Inc. dba Urban Umbrella 1. AWARD DELEGATED AUTHORITY: ❑ Chief Procurement Officer — Authority level of $ I] City Manager — Authority level of $ ❑ City Commission — RESOLUTION No. 2. PROCUREMENT METHOD: ❑ RFP/RFQ ❑ IFB ❑ ITB ❑ SOLE SOURCE ❑ PIGGY -BACK ❑ COOPERATIVE ❑ PROFESSIONAL SERVICES UNDER $25,000 ® OTHER 3. TYPE OF AGREEMENT: IEI PROFESSIONAL SERVICES AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ SOFTWARE AS A SERVICE AGREEMENT ❑ LEASE AGREEMENT ❑ OPERATOR AGREEMENT ❑ CONCESSION AGREEMENT ❑ OTHER (Please explain): 4. IF THIS IS AN AMENDMENT, WHAT IS THE NUMBER OF THE AMENDMENT AND WHAT DOES THIS AMENDMENT DO (INCREASE CAPACITY, CHANGE IN TERMS, ETC) BE SPECIFIC AND INCLUDE THE PAGE NUMBER(S) THAT SPECIFIES WHAT IS BEING AMENDED ON THE CONTRACT. N/A 5. WAS THE AMENDMENT APPROVED BY THE CITY COMMISSION? ❑ YES I] NO IF YES, WHAT IS THE RESOLUTION NUMBER? 6. WHAT IS THE SCOPE OF SERVICES? Scaffolding at Olympia Theater 7. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? DREAM 8. IS THE AWARDEE INCUMBENT? N/A Updated 1/29/2025 9. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? N/A 10. WHEN DOES THE CURRENT CONTRACT EXPIRE? N/A 11. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? N/A 12.WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? The City Commission of Miami ("Commission") adopted Resolution 24-0227 on June 18, 2024, which certified a valid public emergency for the Olympia Theater and Apartments ("Olympia Theater") pursuant to the City Manager's finding of same. Resolution 24-0227 also waived the competitive sealed bidding requirements for the Olympia Theater repairs and stabilization, pursuant to Section 18-90 of the Code of the City of Miami, Florida, as amended ("City Code"). The City, through action of the City Manager, has selected the Contractor to provide the professional services outlined in the PSA. Updated 1/29/2025 City of Miami Olympia Theater PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF MIAMI, FLORIDA AND URBAN INTELLIGENCE, INC. dba URBAN UMBRELLA This PROFESSIONAL SERVICES AGREEMENT ("PSA" or "Agreement") made this 26th day of September in the year 2025 by and between THE CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida (hereinafter "City"), and URBAN INTELLIGENCE, INC. dba URBAN UMBRELLA, a foreign corporation authorized to conduct business in Florida (hereinafter "Contractor"), with offices at 135 West 41st Street, FI. 5, New York, NY 10036. RECITALS: WHEREAS, the City Commission of Miami ("Commission") adopted Resolution 24-0227 on June 18, 2024, which certified a valid public emergency for the Olympia Theater and Apartments ("Olympia Theater") pursuant to the City Manager's finding of same. Resolution 24-0227 is attached hereto as Exhibit "F," and incorporated herein by this reference. WHEREAS, Resolution 24-0227 also waived the competitive sealed bidding requirements for the Olympia Theater repairs and stabilization, pursuant to Section 18-90 of the Code of the City of Miami, Florida, as amended ("City Code"); and WHEREAS, the City, through action of the City Manager, has selected the Contractor to provide the professional services as described herein ("Services"). WITNESSETH, that the City and the Contractor, for the considerations herein set forth, agree as follows: TERMS: 1. RECITALS AND INCORPORATIONS: DEFINITIONS: 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: 1. Exhibit A — Scope of Services / Proposal / Change Order / Combined Drawing; 2. Exhibit B — Insurance Requirements; 3. Exhibit C — Certificate of Insurance; 4. Exhibit D — Company Resolution; 5. Exhibit E — Anti -Human Trafficking Affidavit; and 1 City of Miami Olympia Theater 6. Exhibit F — City of Miami Resolution 24-0227. In the event of a conflict between the 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. TERM: The Agreement shall become effective on the date on the first page and shall be for the duration of one (1) year with the option to renew for five (5) additional one (1) year periods. The City, acting by and through its City Manager, shall have the option to extend or terminate the Agreement for convenience, that is, for any or no cause. 3. SCOPE OF SERVICES: A. Contractor agrees to provide the Services as specifically described in its Proposal, Change Order and Combined Drawing, all as set forth in the Scope of Work in Exhibit "A", which by this reference is incorporated into and made a part of this Agreement, and such other related tasks as may from time to time be assigned. In addition to the Scope of Work included in Exhibit A, any future Purchase Order which is signed by the parties and refers to this Supplement and the Contract shall be governed by this Supplement and the Agreement. For the avoidance of doubt, Contractor shall not subcontract the Services set forth in the attached Exhibit A and any future Order. B. Contractor represents to the City that: (i) it possesses all qualifications, licenses, certificates, authorizations, and expertise required for the performance of the Services, including but not limited to full qualification to do business in Florida, and meet all requirements of section 468.385, et seq., Florida Statutes; (ii) it is not delinquent in the payment of any sums due the City, including payment of permits, fees, occupational licenses, etc., nor in the performance of any obligations or payment of any monies to the City; (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each and possess the licenses , registrations, and certifications required by law to perform such tasks ; (iv) the Services will be performed in the manner described in Exhibit "A"; and (v) each person executing this Agreement on behalf of Contractor has been duly authorized to so execute the same and fully bind Contractor as a party to this Agreement. C. Contractor shall always provide fully qualified, competent, and physically capable employees to perform the Services under this Agreement. Contractor shall possess and maintain any required licenses, permits and certifications to perform the Services under this Agreement. 2 City of Miami Olympia Theater City may require Contractor to remove any employee the City deems careless, incompetent, insubordinate, intoxicated on the job, or otherwise objectionable and whose continued services under this Agreement is not in the best interest of the City. 4. COMPENSATION: A. The amount of compensation payable by the City to the Contractor for all Work and Services performed under this Agreement includes all costs associated with such Work and Services, and shall be as stated in each individual Work Order to this Agreement, which by this reference is incorporated into and made a part of this Agreement. The City shall have no obligation to pay the Contractor any additional sum in excess of this amount set forth in each Work Order, except for a change and/or modification to the Agreement, which is approved and executed in writing by the City and the Contractor. All Services undertaken by the Contractor before City's approval of this Agreement and any subsequent Work Order shall be at the Contractor's risk and expense. B. Payment shall be made in arrears based upon work performed to the satisfaction of the City within forty-five (45) days after receipt of Contractor's invoice for Services performed, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should the City require one to be performed. Invoices shall be sufficiently detailed so as to comply with the "Florida Prompt Payment Act", §218.70 - 218.79, Florida Statutes, and other applicable laws. No advance payments shall be made at any time. C. Contractor agrees and understands that (i) any and all subcontractors providing Services related to this Agreement shall be paid through Contractor and not paid directly by the City, and (ii) any and all liabilities regarding payment to or use of subcontractors for any of the Services related to this Agreement shall be borne solely by Contractor and not be a debt or default of the City. The City only has privity of contract with the named Contractor. 5. OWNERSHIP OF DOCUMENTS: Contractor understands and agrees that any information, document, report, data or other digital record, or any other material whatsoever which is given by the City to Contractor, its employees, or any subcontractor, or which is otherwise obtained or prepared by Contractor solely and exclusively for the City pursuant to or under the terms of this Agreement, is and shall always remain the property of the City. Contractor agrees not to use any such information, document, report, data, or material for any other purpose whatsoever without the written consent of the City 3 City of Miami Olympia Theater Manager, which may be withheld or conditioned by the City Manager in his/her sole discretion. Contractor is permitted to make and to maintain duplicate copies of the files, records, documents, etc. if Contractor determines copies of such records are necessary after the termination of this Agreement; however, in no way shall the confidentiality as permitted by applicable laws be breached. The City shall maintain and retain ownership of any and all documents which result upon the completion of the work and Services under this Agreement as per the terms of this Section 5. 6. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION: A. Contractor agrees to provide access to the City or to any of its duly authorized representatives, to any books, documents, papers, and records of Contractor which are directly pertinent to this Agreement, for the purpose of audit, examination, excerpts, and transcripts. The City may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the City to Contractor under this Agreement, audit and inspect, or cause to be audited and inspected, those books, documents, papers, and records of Contractor which are related to Contractor's performance under this Agreement. Contractor agrees to maintain all such books, documents, papers, and records at its principal place of business in Miami -Dade County, or its local office in Miami -Dade County or to otherwise make them available in Miami -Dade County for a period of three (3) years after final payment is made under this Agreement and all other pending matters are closed. Contractor's failure to adhere to, or refusal to comply with, this condition shall result in the immediate cancellation of this Agreement by the City. B. The City may, at reasonable times during the term hereof, inspect the Contractor's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Contractor under this Agreement conform to the terms hereof. Contractor shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. All audits, tests and inspections shall be subject to, and made in accordance with, the provisions of Sections 18-100, 18-101, and 18-102 of the Code of the City of Miami, Florida ("City Code"), which Sections apply to this Agreement, as same may be amended or supplemented, from time to time. 7. AWARD OF AGREEMENT: Contractor 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 4 City of Miami Olympia Theater 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. 8. PUBLIC RECORDS: A. Contractor 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 applicable laws. Contractor's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. B. Contractor shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by 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 contract term and following completion of the Agreement if the Contractor does not transfer the records to the City; (4) upon completion of the Agreement, transfer, at no cost, to the City all public records in possession of the Contractor or keep and maintain public records required by the City to perform the service, if the Contractor transfers all public records to the City upon completion of the Agreement, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, if the Contractor keeps and maintains public records upon completion of the Agreement, the Contractor shall 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, Contractor shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. C. Should Contractor determine to dispute any public access provision required by Florida Statutes, then Contractor shall do so at its own expense and at no cost to the City. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS 5 City of Miami Olympia Theater RELATING TO THE CONTRACT, CONTACT THE DIVISION 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 CONTRACTOR MAY ALSO CONTACT THE RECORDS CUSTODIAN ATTHE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. 9. COMPLIANCE WITH FEDERAL. STATE AND LOCAL LAWS: Contractor understands that agreements with local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. City and Contractor agree to comply with and observe all such applicable federal, state and local laws, rules, regulations, codes, and ordinances, as they may be amended from time to time. Contractor further agrees to include in all of Contractor's agreements with subcontractors for any Services related to this Agreement this provision requiring subcontractors to comply with and observe all applicable federal, state, and local laws rules, regulations, codes, and ordinances, as they may be amended from time to time. Local laws in accordance with this Section shall mean the applicable laws of the City of Miami, and Miami -Dade County. 10. INDEMNIFICATION: Contractor shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, and/or employees, from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in the performance of this Contract. Contractor shall further, hold the City, its officials and employees, indemnify, save and hold harmless for, and defend (at its own cost), the City its officials and/or employees against any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted Work even if it is alleged that the City, its officials, and/or employees were negligent. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Contractor shall, upon written notice from the City, resist and defend such action or proceeding by counsel of its own choosing satisfactory to the City. The Contractor expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by the Contractor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein 6 City of Miami Olympia Theater provided. The indemnification provided above shall obligate the Contractor to defend, at its own 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 Contractor, or persons employed or utilized by Contractor. These duties will survive the cancellation or expiration of the Contract. This Section will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as applicable and as amended. Contractor shall require all sub -contractor agreements to include a provision that each sub -contractor will indemnify the City in substantially the same language as this Section. The Contractor 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 Contractor in which the City participated either through review or concurrence of the Contractor's actions. In reviewing, approving or rejecting any submissions by the Contractor or other acts of the Contractor, the City, in no way, assumes or shares any responsibility or liability of the Contractor or sub -contractor under this Contract. Ten dollars ($10) 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 Contractor. 11. DEFAULT: If Contractor fails to comply with any term or condition of this Agreement, or fails to perform in any material way any of its obligations hereunder, and fails to cure such failure after reasonable notice from the City, then Contractor shall be in default. Contractor understands and agrees that termination of this Agreement under this section shall not release Contractor from any obligation(s) accruing prior to the effective date of termination. Should Contractor be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Contractor shall be liable to the City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to Contractor, terminate this 7 City of Miami Olympia Theater Agreement whereupon all payments, advances, or other compensation paid by the City to Contractor while Contractor was in default shall be immediately returned to the City. If the City fails to comply with any term or condition of this Agreement, or fails to perform in any material way any of its obligations hereunder, and fails to cure such failure after reasonable notice from Contractor, the City shall be in default, which shall be treated as a termination pursuant to Section 13. 12. RESOLUTION OF AGREEMENT DISPUTES: Contractor understands and agrees that all disputes between Contractor and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Contractor being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds Twenty - Five Thousand Dollars and No/Cents ($25,000), the City Manager's decision shall be approved or disapproved, as applicable, by the City Commission, whose decision shall be final. Contractor shall not be entitled to seek judicial relief, recourse, remedy or to file a civil action unless: (i) it has first received City Manager's written decision, approved or disapproved, as applicable, by the City Commission if the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25,000), or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation one hundred twenty (120) days if City Manager's decision is subject to City Commission approval); or (iii) City has waived compliance with the procedure set forth in this section by a written instrument clearly waiving compliance, signed by the City Manager. In no event may the amount of compensation under this Section exceed the total compensation set forth in Section 4 (A) of this Agreement. The adherence to this Section is the condition precedent to the institution of any civil action by the Contractor against the City. 13. TERMINATION: OBLIGATIONS UPON TERMINATION: A. The City, acting by and through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, at any time, by giving written notice to Contractor at least thirty (30) calendar days prior to the effective date of such termination. In such event, the City shall pay to Contractor compensation for Services rendered and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to Contractor for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any consequential or incidental damages. The 8 City of Miami Olympia Theater Contractor shall have no recourse or remedy against the City for a termination under this subsection except for payment of fees due prior to the effective date of termination. B. The City, by and acting through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, upon the occurrence of an event of a material breach hereunder, and failure to cure the same within thirty (30) days after written notice of default. In such event, the City shall not be obligated to pay any amounts to Contractor for Services rendered by Contractor after the date of termination, but the parties shall remain responsible for any payments that have become due and owing as of the effective date of termination. In no event shall the City be liable to Contractor for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any direct, indirect, special, consequential, or incidental damages. 14. INSURANCE: A. Contractor shall, always during the term hereof, maintain such insurance coverage(s) as may be required by the City. The insurance coverage(s) required as of the Effective Date of this Agreement are attached hereto as Exhibit "B" and incorporated herein by this reference. The City RFQ number and title of the RFQ must appear on each certificate of insurance. The Contractor shall add the City of Miami as an additional insured to its commercial general liability, and auto liability policies, and as a named certificate holder on all policies. Contractor shall correct any insurance certificates as requested by the City's Risk Management Administrator. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage(s) and shall be furnished to the City Risk Management Administrator on Certificates of Insurance indicating such insurance to be in force and effect and any cancelled or non -renewed policy will be replaced with no coverage gap and a current Certificate of Insurance will be provided. Completed Certificates of Insurance shall be filed with the City prior to the performance of Services hereunder, provided, however, that Contractor shall at any time upon request file duplicate copies of the Certificate of Insurance with the City. B. If, in the judgment of the City, prevailing conditions warrant the provision by Contractor of additional liability insurance coverage or coverage which is different in kind, the City reserves the right to require the provision by Contractor of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Contractor fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Agreement shall be considered terminated on the date that 9 City of Miami Olympia Theater the required change in policy coverage would otherwise take effect. C. Contractor understands and agrees that all liabilities regarding the use of any of Contractor's employees or any of Contractor's subcontractors for Services related to this Agreement shall be borne solely by Contractor throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. Contractor further understands and agrees that insurance for each employee of Contractor and each subcontractor providing Services related to this Agreement shall be maintained in good standing and approved by the City Risk Management Director throughout the duration of this Agreement. D. Contractor shall be responsible for assuring that the insurance certificates required under this Agreement remain in full force and effect for the duration of this Agreement, including any extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any extension hereof, Contractor shall be responsible for submitting new or renewed insurance certificates to the City's Risk Management Administrator as soon as coverages are bound with the insurers. In the event that expired certificates are not replaced, with new or renewed certificates which cover the term of this Agreement and any extension thereof: (i) the City shall suspend this Agreement until the new or renewed certificate(s) are received in acceptable form by the City's Risk Management Administrator; or (ii) the City may, at its sole discretion, terminate the Agreement for cause and seek re -procurement damages from Contractor in conjunction with the violation of the terms and conditions of this Agreement. E. Compliance with the foregoing requirements shall not relieve Contractor of its liabilities and obligations under this Agreement. 15. NONDISCRIMINATION: Contractor represents to the City that Contractor does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Contractor's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status, or national origin. Contractor further covenants that no otherwise qualified individual shall, solely due to his/her race, color, sex, religion, age, handicap, marital status, or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 16. ASSIGNMENT: 10 City of Miami Olympia Theater The Contractor's services are considered specialized and unique. This Agreement shall not be assigned, sold, transferred, pledged, or otherwise conveyed by Contractor, in whole or in part, and Contractor shall not assign or otherwise subcontract any part of its operations performing these services under this Agreement, without the prior written consent of the City Manager, which may be withheld or conditioned, in the City Manager's sole discretion. 17. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or 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 mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO CONTRACTOR: TO THE CITY: Urban Intelligence d/b/a Urban Umbrella 135 West 41 st Street, FI. 5 New York, NY 10036 18. MISCELLANEOUS PROVISIONS: Arthur Noriega V City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130-1910 Annie Perez, CPPO Director /Chief Procurement Officer 444 SW 2nd Avenue, eh Floor Miami, FL 33130-1910 George K. Wysong III City Attorney 444 SW 2nd Avenue, 9th Floor Miami, FL 33130-1910 Andrew Frey Director of DREAM 444 SW 2nd Avenue Miami, FL 33130-1910 A. This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. 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 11 City of Miami Olympia Theater and irrevocably waive any objections to said jurisdiction. The parties irrevocably, knowingly and voluntarily waive any rights to a jury trial in any action or proceeding between them arising out of this Agreement. B. 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 in writing. C. 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 or the City of Miami, 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 this Agreement shall remain unmodified and in full force and effect or limitation of its use. D. Contractor shall comply with all applicable laws, rules, and regulations in the performance of this Agreement, including but not limited to licensure, and certifications required by law for professional service Contractors. E. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. Except as otherwise set forth in Section 2 above, the City Manager shall have the sole authority to extend, amend, or modify this Agreement on behalf of the City. 19. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns, if any. 20. INDEPENDENT CONTRACTORS: Contractor has been procured and is being engaged to provide Services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, neither Contractor, nor its employees, nor any subcontractor hired by Contractor to provide any Services under this Agreement shall attain, nor be entitled to, any rights, emoluments, or benefits under the Civil Service or Pension Ordinances of the City, nor any rights afforded classified or unclassified employees of the City. Contractor further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Contractor, its employees, or any subcontractor hired by Contractor to provide any Services hereunder, and 12 City of Miami Olympia Theater Contractor agrees to provide or to require subcontractor(s) to provide, as applicable, workers' compensation insurance for any employee or agent of Contractor rendering Services to the City under this Agreement. Contractor further understands and agrees that Contractor's or subcontractors' use or entry upon City properties shall not in any way change its or their status as an independent contractor. 21. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in program directions, applicable laws or regulations, upon thirty (30) days written notice. 22. FORCE MAJEURE: A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo not within the control of the Contractor. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Agreement because of a Force Majeure Event as herein defined, the time for required completion of such act or obligation shall be extended by the number of days equal to the total number of days, if any, that such Force Majeure Event actually delay such party. The party seeking delay in performance shall give notice to the other party in writing, within two (2) days of the Force Majeure Event, specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so long as such delay due to a Force Majeure Event continues. Any party seeking delay in performance due to a Force Majeure Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. 23. CITY NOT LIABLE FOR DELAYS: Contractor hereby understands and agrees that in no event shall the City be liable for, or responsible to Contractor or any subcontractor, or to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any damages 13 City of Miami Olympia Theater whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any cause over which the City has no control. The sole remedy which may be granted to the Contractor, in the reasonable discretion of the City Manager, following a prompt and detailed request to be officially transmitted by the Contractor is an extension of time. No other recourse or remedy will be available to the Contractor against the City. 24. USE OF NAME: Contractor understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. Contractor is allowed, within the limited scope of normal and customary marketing and promotion of its work, to use the general results of this project and the name of the City. The Contractor agrees to protect any confidential information provided by the City and will not release information of a specific nature without prior written consent of the City Manager or the City Commission. 25. NO CONFLICT OF INTEREST: Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, Contractor hereby certifies to the City that no individual member of Contractor, no employee, and no subcontractor under this Agreement nor any immediate family member of any of the same is also a member of any board, commission, or agency of the City. Contractor hereby represents and warrants to the City that throughout the term of this Agreement, Contractor, its employees, and its subcontractors will abide by this prohibition of the City Code. 26. NO THIRD -PARTY BENEFICIARY: No persons other than the Contractor and the City (and their successors and assigns) shall have any rights as an express or implied third -party beneficiary whatsoever under this Agreement. 27. SURVIVAL: All obligations (including but not limited to indemnity and obligations to defend, save 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. 28. TRUTH -IN -NEGOTIATION CERTIFICATION. REPRESENTATION AND WARRANTY: 14 City of Miami Olympia Theater Contractor hereby certifies, represents and warrants to the City that on the date of Contractor's execution of this Agreement, and so long as this Agreement shall remain in full force and effect, the wage rates and other factual unit costs supporting the compensation to Contractor under this Agreement are and will continue to be accurate, complete, and current. Contractor understands, agrees, and acknowledges that the City shall adjust the amount of the compensation and any additions thereto to exclude any significant sums by which the City determines the contract price of compensation hereunder was increased due to inaccurate, incomplete, or non- current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the provisions hereof. 29. COUNTERPARTS. ELECTRONIC SIGNATURES: This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same agreement. 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. 30. 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 Contractor under an agreement with a public entity; and may not transact new business with a public entity. 31. ANTI -HUMAN TRAFFICKING: The Contractor confirms and certifies that it is not in violation of Section 787.06, Florida 15 City of Miami Olympia Theater Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. The Contractor 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 "Anti -Human Trafficking Affidavit". If the Contractor 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 Contractor for any additional compensation or for any consequential or incidental damages. 32. E-VERIFY By entering into this Agreement, CONTRACTOR and its subcontractors are jointly and severally obligated to comply with the provisions of Section 448.095, Florida Statutes, as amended, titled "Employment Eligibility." CONTRACTOR 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 CONTRACTOR; (b) it has required all subcontractors to this Agreement to register and use the E-Verify system to verify the work authorization status of all new employees of the subcontractor; (c) it has an affidavit from all subcontractors to this Agreement attesting that the subcontractor 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 City has a good faith belief that CONTRACTOR 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, CONTRACTOR 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 CONTRACTOR 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 subcontractor has knowingly violated any provisions of Sections 448.09(1) or 448.095, Florida Statutes, but CONTRACTOR has otherwise complied with its requirements under those statutes, then CONTRACTOR agrees that it shall terminate its contract with the subcontractor upon receipt of notice from the City of such violation by subcontractor 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, CONTRACTOR, or subcontractor no later than twenty (20) calendar days after the date of Agreement termination. 33. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and final agreement of the parties 16 City of Miami Olympia Theater relating to the subject matter hereof and correctly set 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 this Agreement are of no force or effect. 34. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS: The City acknowledges that the Contractor is the owner of the equipment and materials being supplied to City pursuant to the Agreement and/or each individual Letter of Authorization (the "Equipment"), including all intellectual property rights therein. Nothing contained herein shall confer, transfer or grant any ownership rights to the intellectual property of the Equipment to the City. The City certifies that it has not and will not knowingly or intentionally take any action, and will use reasonable efforts to ensure that third parties will not knowingly or intentionally take any action, that could adversely affect any of the Contractor's intellectual property rights in the Equipment. The City hereby agrees that it will assist the Contractor in any action by the Contractor to enforce its intellectual property rights in the Equipment. In addition, in connection with this Agreement the City will come in possession of certain proprietary and confidential information of the Contractor. The City hereby certifies that it will not share such information with any third party or use it to compete with the Contractor. The parties acknowledge that this Section shall survive the Term of this Agreement. 35. CUSTODY AND MAINTENANCE OF EQUIPMENT: The City acknowledges that it is responsible for the custody, control and supervision of the Equipment during the term of the Agreement and/or individual Letter of Authorization. Notwithstanding the foregoing, repairs to or replacement of any portion of the Equipment will be performed solely by Contractor or its designed Subcontractor. If repairs to or replacements of any portion of the Equipment are required after the installation completion date, which are the result of regular wear and tear or any defect in the installation, materials or design of the Equipment, all such necessary repairs or replacements will be promptly performed by Contractor or its Subcontractor at no charge to City. All other repairs to or replacements of any component of the Equipment will be promptly performed by Contractor or its Subcontractor and billed to City as a change order. Notifications of any problems, issues or repair and/or replacement requests shall be promptly made by written notice by City to Contractor. Furthermore, Contractor is not responsible for: (i) any unauthorized or criminal entry on to or off the Equipment; (ii) vandalism or vehicular damage to the Equipment (the cost of such repairs shall be the sole responsibility of City ); (iii) any means of access or entry on to or off any sections of the Equipment beyond those for which the Equipment was designed; or (iv) patching holes on the building structure and the sidewalk upon removal of the Equipment, if any. 17 City of Miami Olympia Theater 36. MODIFICATIONS TO THE EQUIPMENT: The City certifies that it will not make any modifications or changes to the installed Equipment without prior written consent of Contractor, including the installation of pipe scaffolding on top of the Equipment or attachment/hanging of any signs on any part of the Equipment. Unauthorized modifications of any kind are the sole responsibility of City. City further acknowledges that before granting the above referenced consents, Contractor will have the right to inspect the general liability and excess/umbrella policies of all Contractors engaged to erect such pipe scaffolding and/or otherwise access or use the Equipment and request a certificate of insurance and other proof of insurance, including but not limited to copies of their policies, from each such Contractor. Such Contractors or parties accessing the Equipment shall list the Contractor as an additional insured by endorsement, including a waiver of subrogation and primary and non-contributory endorsements. In addition, the Contractor the reserves the right to require each such Contractor to enter into an Access and Indemnity Agreement in the form satisfactory to Contractor. Any failure of the City to comply with the terms of this Section 35 of this Agreement shall be deemed a material breach of the Agreement, permitting the Contractor to terminate same pursuant to the same rights and terms for termination for non-payment in the Agreement. (SIGNATURE PAGE FOLLOWS) 18 City of Miami Olympia Theater IN WITNESS WHEREOF, the Parties have executed this Agreement, or have caused the same to be executed, as of the date and year first above written. ATTEST: By: Name: Jessie Goldbaugh Title: Controller ATTEST: By: "Contractor" Urban Intelligence, Inc. dba Urban Umbrella, a foreign profit corporation By: Name: James Arnason Title: President & CFO "CITY" CITY OF MIAMI, Signed by: a Florida municipal corporation Todd B. Hannon City Clerk By: arttuwnand Arthur Noriega V City Manager APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: DS By: CLwIF 4 OJism")III ee»a_eazaaa 1 t George K. Wysong III 25-378 City Attorney Risk Management 19 By: 5.318214E7 David Ruiz, Interim Director City of Miami Olympia Theater COMPANY RESOLUTION (This Resolution needs to authorize the signatory to sign) WHEREAS, Ubran Intelligence, Inc. , a INC. (company type: Inc., LLC.), desires to enter into an Agreement with the City of Miami for the purpose of performing the work described in the contract to which this resolution is attached; and WHEREAS, the Board of Directors for Inc (board type; Board of Directors for Inc, Board of Managers for LLC.) at a duly held company meeting has considered the matter in accordance with the bylaws of the company; Urban Intelligence, Inc. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD of (same as identified above) that this company is authorized to enter into the Agreement with the City, and the President & CFO (company officer title) and the Controller (company officer title) are hereby authorized and directed to execute the Agreement in the name of this Company and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this 10th day of September, 2025. Urban Intelligence, Inc. ("Contractor") An Delaware (State) Company By: 44.4 .aderL Print Name: James Arnason (sign) TITLE: President & CFO Print Name: Jessie Goldbaugh, Controller (sign) 20 City of Miami Olympia Theater EXHIBIT A SCOPE OF WORK / CONTRACTOR'S PROPOSAL / CHANGE ORDER(S) / FINAL DRAWING 21 City of Miami - Urban Intelligence INTER -OFFICE MEMORANDUM Arthur Noriega V, DATE° March 24, 2025 City Manager CaAA2.1eSadC ptveto, FROM: Annie Perez, CPPO Director/Chief Procurement Officer SUBJECT: Olympia Theater - Monthly Payment Increase for the Scaffolding REFERENCES: Reso 24-0227 The Miami City Commission ("Commission") adopted Resolution No. 24-0227 on June 18, 2024, which certified a valid public emergency for the Olympia Theater and Apartments ("Olympia Theater") pursuant to the City Manager's finding of same. Resolution No. 24-0227 also waived the competitive sealed bidding requirements for the Olympia Theater repairs and stabilization, pursuant to Section 18- 90 of the Code of the City of Miami, Florida, as amended ("City Code"); F.S. Section 287.055; and F.S. Section 255.20. On April 10, 2024, the City of Miami ("City") issued Purchase Order ("PO") No. 2305380 to Urban Intelligence, Inc. d/b/a Urban Umbrella ("Urban") for the installation of a heavy-duty sidewalk bridge ("Scaffolding") on the facade of the Olympia Theater. PO No. 2305380 also provided a monthly rental fee of $3,540.00 for the Scaffolding. Thereafter, on July 24, 2025, the City issued Purchase Order 2403541 to install an 8' x 20' extension ("Extension") of the Scaffolding at the direction of the structural engineer inspecting for safety according to the 40-year recertification process. By this memorandum, the Department of Procurement ("Procurement"), in consultation with the Office of Capital Improvements ("OCI") and the Department of Real Estate Asset Management ("DREAM"), are requesting to increase the monthly payments to Urban by an additional $336.30, for a total rental payment of $3,876.30 per month, to include the rental of the Extension. Procurement recently submitted a Professional Services Agreement ("PSA") to the Office of the City Attorney for approval. The PSA will preserve the best interests of the City and fully memorialize the relationship between Urban and the City. Consequently, this memo serves to allow for the additional $336.30 per month payable to Urban prior to the execution of the PSA in order to pay a few pending payments. Your signature below authorizes future payments. 15�h March 25, 2025 I 18:16:41 EDT Approved: Date: Arthur Noriega V, City Manager cc: Andrew Frey, Director, DREAM Yunior Santana, Venues Manager, DREAM Larry Spring, CPA, Assistant City Manager/Chief Financial Officer Thomas Fossler, Assistant City Attorney Hector Badia, Director, OCI Fernando V. Ponassi, MA Arch., MA PPA, LEED°AP, Assistant Director, Procurement City of Miami - Urban Intelligence Visit our website for business oDDortunities at: www.miamiaov.com/procurement LXHIL1II A i►�nFa c, .� ��1. :�� ��' " C, +- o�`_ f° F, City of Miami Purchase Order Department of Purchasing P.O. Box 330708 Miami, Florida 33233-0708 (305) 416-1922 Fax - (305) 416-1925 P05580 5E OR�ERIRELEASE NUMBER Show thls number on all packages, invoices. and shipping papers. Number 1 Date ChangeChange 08/14/2024 Page No. 1 of 3 Order Date 04/1012024 Bid/Contract Number James Gnftin Taxpayer ID Supplier No. Telephone No. City of Miami - Manuel Artime Community Center 900 SW 1 St Miami, FL 33130 814575223 49021 917-284-8574 1— co Urban Intelligence INC 20 Harrison St m New York, NY 10013 'a a_ 0 ~ City of Miami - 444 SW 2nd Ave, Miami, FL 33130 Fax - (305) 416-1987 Finance - 6th Floor Email a copy General Accounting - payables@miamigov.com above. Customer Account Number m Please also forward of the invoice to the Ship To address Effective Start Date Effective End Date Total Agreement Limit Line Commodity Code Description/Delivery Date Qty Unit Unit Price Extended Price 1 90961-00 THIS LINE ITEM HAS BEEN CHANGED Urban Intelligence - Urban Umbrealla - Olympia Theater - 174 E FLAGLER STREET - Heavy duty sidewalk bridge 49311 Dollar 1.00 49,311.00 2 90961-00 Urban Intelligence - Urban Umbrealla - Olympia Theater- 174 E FLAGLER STREET - Heavy duty sidewalk badge 3540 Dollar 1.00 3,540.00 Total Amount: Pursuant to Section 18-90 (2) of the City Code - Emergency Procurements Olympia Theater - Scaffolding Per Proposal dated 3/18/24 52,851.00 FOB: Destination Requisition Number: 297812 Vendor Instructions 1. Florida Tax Exempt ID: Ship Via- Department: 221182 - DREAM - Tower Theater 2. Invoices: Direct Invoices in Duplicate to the address shown above 3. Terms and conditions set forth in our Bid or Quotation and on the Payment Terms: Net 30 Contact Person: Castellon, Nathaly O. reverse side hereof are incorporated herein by reference become part of this order Telephone Number: 305 960-4680 08/1412024 Annie Perez, CPPO, Director of Procurement Date Approved C IFN/PC 506 Rev. 12/05 PROPOSAL FOR 174 E. FLAGLER STREET 0318.202E PREPARED BY ETHAN MONTERO • ETHANQURBANUMBRELLA.COM • 917.488.5505 CM1y of Miami - Uroan Intelligence AINUMBRELLAUMBRELLA �I►1r►� 174 E. FLAGLER STREET PROPOSAL VALID FOR 30 DAYS AFTER 03/1 8/2024 INSTALLATION SCOPE: FLAGLER STREET: 115' L x 11-12'H x 10'W TOTAL LINEAR FEET: 282 SE FIRST STREET: 167' L x 11-12'H x 7' W BASE CONTRACT PRICE: $51,250.00 ♦ First 50% due at contract signing ♦ Next 40% due at completion of installation ♦ Last 10% due at removal ♦ Does not include tax, which is added unless a capital improvement document is presented ♦ Pricing assumes one complete install and removal. Any partial install or removal is subject to additional costs. ♦ Pricing excludes signage MONTHLY RENTAL: $3,540.00 ♦ Rental period begins upon commencement of installation i Rental amount is due monthly until removal is complete PRODUCT DETAILS: SYSTEM: Premium white HEIGHT: 12' - 14' LOAD RATING: 150 PSF LED LIGHTING: Included AVAILABLE ADD-ONS: Custom lighting shapes Custom lighting colors Parapet signage Illuminated signage Hanging & banner signage Heaters, fans, and enclosures ENGINEERING AND PERMITTING: ♦ Includes an engineered, DOB -approved and stamped drawing that will be prepared by Urban Umbrella. ♦ Excludes sidewalk bridge permits INSTALLATION AND REMOVAL: ♦ M-F daytime installation and removal of Urban Umbrella sidewalk bridging, including all lighting elements ♦ Dedicated Urban Umbrella project manager at your disposal from pre -install to removal and beyond. + Access agreements to be handled by client. Any delays caused by neighbor(s) will result in a CO to the client. + Excludes shoring + Coverage assumes installation of system will go underneath the Olympia awning + Includes concrete patch at Urban Umbrella anchor locations upon removal of shed City of Miami - Urtyan Intelligence Visit our website for business oDDortunities at: www.miamiaov.com/procurement :►�nFa CII����� 1� . h � C, +- o.`_ f° F, City of Miami Purchase Order Department of Purchasing P.O. Box 330708 Miami, Florida 33233-0708 (305) 416-1922 Fax - (305) 416-1925 PURCHASE 5E ORDER/RELEASE NUMBER Show thls number on all packages, invoices. and shipping papers. Change Number 0 Date Change Page No.. 1 of 3 Order Date 01/24/2025 Bid/Contract Number James Gnffin Taxpayer ID Supplier No. Telephone No. City of Miami - Manuel Artime Community Center 900 SW 1 St Miami, FL 33130 814575223 49021 1— L co Urban Intelligence INC 135 W 41 Street 5th FL m New York, NY 10036 a a_ CO 0 I— City of Miami - 444 SW 2nd Ave, Miami, FL 33130 Fax - (305) 416-1987 Finance - 6th Floor Email a copy General Accounting - payables@miamigov.com above. Customer Account Number in Please also forward of the invoice to the Ship To address Effective Start Date Effective End Date Total Agreement Limit Line Commodity Code Description/Delivery Date Qty Unit Unit Price Extended Price 1 90961-00 Urban Intelligence - Olympia - Additional scaffolding needed 14307.69 Dollar 1.00 14,307.69 Total Amount: Pursuant to Section 18-90 (2) of the City Code (Emergency); as authorized by Resolution R-24-0227 Per Change Order #4 proposal (1/10/25) 14,307.69 FOB: Destination Requisition Number: 406935 Vendor Instructions 1. Florida Tax Exempt ID- Ship Via: Department: 221060 - DREAM - Manuel Artime Community Center 2. Invoices: Direct Invoices in Duplicate to the address shown above. 3. Terms and conditions set forth in our Bid or Quotation and on the Payment Terms: Net 30 Contact Person: Collazo, Daisy reverse side hereof are incorporated herein by reference become part of this order Telephone Number: 305-960-4681 01 /24/2025 Annie Perez, CPPO, Director of Procurement Date Approves C IFN/PC 506 Rev. 12/05 City of Miami - Urban Intelligence Urban Intelligence, Inc 135 W. 41st Street New York, NY 10036 (646) 798-7276 Change Order Proposal No. 4 PROJECT: 174 E. Flagler Street TITLE: 20' Extension ATTN: Annie Perez City of Miami Department of Purchasing PO Box 330708 Miami, Florida 33233 DATE: 1/10/2025 JOB: 23-78 DESCRIPTION OF CHANGE The below scope of work shall be inclusive of furnishing and installing all material, labor, trucking, overhead, profit, equipment, engineering, and shop drawings. Insurance, permits, and supervision shall remain in effect until the completion of the project. Payment terms: 50% deposit, 40% upon installation complete, 10% prior to removal. Item Description Quantity Price Amount ^20' Extension of material. 20' x 8'W x —117 Contigencies 001 1 $ 14,307.69 $ 14,307.69 - Price assumes expedited shipping and installation - Installation to begin 8 days after signing this Change Order Total Amount Due: *Note - The contract sums exclude applicable sales tax, which will be applied on invoicing. ACCEPTED: City of Miami Department of Purchasing Urban Intelligence, Inc By: Date: Annie Perez By: Date: Paul DeFeo 14,307.69 City at Miami - Urban Intelligence i 1 174 Flagler Street H I Al PROJECT PLAN VIEW SE lst Street %aka URBAN UMBRELLA PROJECT NAME 174 Flagler Street DRAWING NAME PROJECT PLAN SHEET NO. A-100 DATE 7/21/2025 DRAWN BY DJ NOTES PAGE NO. 1 OF 9 0 URBAN UMBRELLA, INC. &Fume. 15 al the sale nsl, obilily of the user The !Ain Ea Me Fullest axial. of the law, hold LLC ham.. hem any clams, RallIlles or luring. neludarg bgel fees Mel may toe bleu. as result of eny mauthnerted. ogre, modification ef this clocumerrl. City of Miami — Urban Intelligence Olympia Theater EXHIBIT B INSURANCE REQUIREMENTS I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $2,000,000 General Aggregate Limit $4,000,000 Products/Completed Operations $4,000,000 Personal and Advertising Injury $2,000,000 B. Endorsements Required City of Miami listed as an additional insured Contingent and Contractual Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $1,000,000 B. Endorsements Required City of Miami included as an additional insured III. Worker's Compensation Limits of Liability (Part A): Statutory, per State of Florida Employer's Liability A. Limits of Liability (Part B) $2,000,000 for bodily injury caused by an accident, each accident. $2,000,000 for bodily injury caused by disease, each employee $2,000,000 for bodily injury caused by disease, policy limit Waiver of subrogation IV. Umbrella Policy (Excess Follow Form) A. Limits of Liability Bodily Injury and Property Damage Liability 22 City of Miami — Urban Intelligence Olympia Theater Each Occurrence Aggregate $5,000,000 $5,000,000 City of Miami listed as an additional Insured. Coverage is excess follow form over all liability polices contained herein. 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. 23 City of Miami — Urban Intelligence Olympia Theater EXHIBIT C CERTIFICATE(S) OF INSURANCE 24 City of Miami - Urban Intelligence Exhibit C ACORN, CERTIFICATE OF LIABILITY INSURANCE l- DATE (MM/DD/YYW) 04/16/2025 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 Marsh Affinity a division of Marsh USA LLC. PO BOX 14404 Des Moines, IA 50306-9686 CONTACT NAME: Marsh Affinity PHONE (A/C, o, Ext): 800-743�130 FAX No): A DRIESS: ADPTotalSource@marsh.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Illinois National Ins Co 23817 INSURED ADP TotalSource FL XVI, Inc. 5800 Windward Parkway Alpharetta, GA 30005 Alternate Employer: Urban Intelligence Inc 135 W 41 st Street Floor 5 New York, NY 10036 INSURER B : INSURER C: INSURER D: INSURER E: INSURER F: Ill COVERAGES CERTIFICATE NUMBER: EVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO T INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT 0 CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES Q, SCRIBED EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY P4D CLAIMS. RED NAMED ABOVE FOR THE POLICY PERIOD ER DOCUMENT WITH RESPECT TO WHICH THIS HEREIN IS SUBJECT TO ALL THE TERMS, INSR LTR TYPE OF INSURANCE ADDLSUBR INSD WVD POLICY NUMBER POLICYEF (MM/DD/YYW) POLICY EXP (MM/DD/YYW) LIMITS COMMERCIAL GENERAL LIABILITY telj.taalk `•^,' O ///���<A -O V EACH OCCURRENCE $ DAMAGE TO RENTEDPREMISES (Ea occurrence) $ CLAIMS -MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE POLICY OTHER: LIMIT APPLIES JECT PRO PER: LOC GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO AUTOS ONLY HIRED AUTOS ONLY _AUTOS SCHEDULED AUTOS NON -OWNED ONLY lq": 64(<CP V O COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $OWNED BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MAD ` EACH OCCURRENCE AGGREGATE $ DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE (Mandatory OFFICER/MEMBER in BE EXCLUDED? If yes, describe under DESCRIPTION OF OPERATIONS below N N N/A X WC 063528456 FL 07/01/2025 07/01/2026 X PER STATUTE OTH- ER 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) All worksite employees working for Urban Intelligence Inc paid under ADP TOTALSOURCE, INC.'s payroll, are covered under the above stated policy. Urban Intelligence Inc is an alternate employer under this policy. Proprietor/Partner/Executive Officer/Member are not excluded as long as they are in the ADPTS payroll or have completed the SEI Participation Addendum. WAIVER OF SUBROGATION IN FAVOR OF CERTIFICATE HOLDER AS RESPECTS OF JOB PERFORMED BY Urban Intelligence Inc AS REQUIRED BY WRITTEN CONTRACT. Re: Project Location: Olympia Theater CERTIFICATE HOLDER CANCELLATION City Of Miami 444 SW 2nd Ave Miami, FL 33130 ACORD 25 (2016/03) 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 J 14r//� © 1988-2015 ACORD CORPO -`V ION. All rights reserved. The ACORD name and logo are registered marks of ACORD City of Miami - Urban Intelligence Exhibit C AC o® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD,YYYY) 03/31/2025 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 MARSH USA, LLC. 501 MERRITT 7 NORWALK, CT 06856-6010 CN138248312--GAUXX-25-26 CONTACT NAME' PHONE FAX (A/C No Ext): (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Clear Blue Specialty Insurance Company 37745 INSURED Urban Intelligence Inc. 135 W 41 st St 5th Floor New York, NY 10036 INSURER B: N/A N/A INSURER C: INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: NYC-011910849-03 REVISION NUMBER: 1 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 (MMIDD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X X CZO2TPNYGL239060-01 1(??...k(< 03/31/ w /Vw ri 5 - V. 03/31/2026 EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 300,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE X LIMIT APPLIES PRO JECT PER: LOC GENERAL AGGREGATE $ 4,000,000 PRODUCTS -COMP/OP AGG $ 4,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY X x CZ05NYCA0012-02: _"®/ Ir A<< ' /11, , 31025 03/31/2026 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE X X ^) 3X23' - 03/31/2025 03/31/2026 EACH OCCURRENCE $ 3,000,000 AGGREGATE $ 3,000,000 DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Excess Liability CZ22TPNY5X239767-01 03/31/2025 03/30/2026 Each Occurrence: Aggregate: 5,000,000 5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Olympia Theater City of Miami is included as an additional insured where required by written contract. Policies are primary & non-contributory where required by written contract. General Liability policy includes contingent liability, contractual liability, and XCU hazards. Waiver of subrogation in favor of the certificate holder where required by written contract. CERTIFICATE HOLDER CANCELLATION 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 REPRESENTATIVE use ��� ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD City of Miami - Urban Intelligence Exhibit C AGENCY CUSTOMER ID: CN138248312 LOC #: All Offices ACORO� ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY MARSH USA, LLC. POLICY NUMBER CARRIER NAIC CODE NAMED INSURED Urban Intelligence Inc. 135 W 41 st St 5th Floor New York, NY 10036 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance 2nd Excess: Carrier: Arch Specialty Insurance Company Policy #: UXP1054086-01 Effective Dates: 3/31/2025 - 3/31/2026 Limits: $2,000,000 x $8,000,000 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD City of Miami - Urban Intelligence Exhibit C POLICY NUMBER: CZO2TPNYGL239060-01 COMMERCIAL GENERAL LIABILITY CG20100413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided unde the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations As Required by Written Contract executed prior to any claim or "suit." As Required by Written Contract executed prior to any claim or "suit." O ®0 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "propert damage" or "personal and advertising inju caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 10 0413 �.i B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage apses has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Insurance Services Office, Inc., 2012 Page 1 of 2 City of Miami - Urban Intelligence Exhibit C C. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or Page 2 of 2 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. D Insurance Services Office, Inc., 2012 CG 20 10 04 13 City of Miami - Urban Intelligence Exhibit C POLICY NUMBER: CZO2TPNYGL239060-01 COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations As Required by Written Contract executed prior to any Balm or "suit." As Required by Written Contract executed prior to any claim or "Suit." 1 r•AO <<"/ 4,,, <t-,) Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section 11 — Who Is An Insured is amended to include as an additional insured the persons) or organizations) shown in the Schedule, but only with respect to liability for "bodily injury' or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products -completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 37 04 13 B. With respect to the insurance afforded to these additional insureds, the following is added to Section 11I — Limits Of Insurance: If coverage provided to the additional insured is quired by a contract or agreement, the most we pay on behalf of the additional insured is the mount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. © Insurance Services Office, Inc., 2012 Page 1 of 1 City of Miami - Urban Intelligence Exhibit C POLICY NUMBER: CZ02TPNYGL239060-01 COMMERCIAL GENERAL LIABILITY CG 02 24 10 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EARLIER NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Number of Days' Notice 30 DAYS (If no entry appears above, information required to complete this Schedule will be show applicable to this endorsement.) leclarations as For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation, as provided in paragraph 2. of either the CANCELLATION Common Policy Condition or as amended by an applicable state cancellation endorsement, is increased to the number of days shown in the Schedule above. CG 02 24 10 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 City of Miami - Urban Intelligence Exhibit C POLICY NUMBER: CZO2TPNYGL239060-01 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: As Required by Written Contract executed prior to any claim or "suit' Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV —Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products - completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 4R? Qr1/ .(<9(1,5r1/ 0 Co' © Insurance Services Office, Inc., 2008 Page 1 of 1 City of Miami - Urban Intelligence Exhibit C THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE AMENDATORY ENDORSEMENT - PRIMARY AND NON- CONTRIBUTORY This endorsement modifies insurance provided under the following: EXCESS THIRD PARTY LIABILITY POLICY Under SECTION VI — CONDITIONS, the following paragraph is added to Condition f. Other Insurance: Where the Named Insured is required by written contract or agreement to provide insurance to an additional insured that is primary and non-contributory, and the written contract so requiring is executed by the Named Insured before an occurrence or offense, this insurance will be primary, but only to the extent: a. Required by that written contract or agreement; and b. Coverage required by such written contract or agreement is provided by the controlling underlying insurance and all other underlying insurance. Subject to the foregoing, this policy shall not apply in excess of other insurance avai insured referenced above and we will not seek contributions from such other in insurance does apply excess of all underlying insurance and any other applica the Named Insured. All other terms and conditions of this policy remain unchanged. 4R? O l/ O I - J Q1C4# Endorsement Number: 18 <f*the additional However, this ance available to This endorsement is effectivelcn the inception date of this policy unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy Number: UXP1054086-01 Named Insured: Urban Intelligence, Corp Endorsement Effective Date: March 31, 2025 00 EXT0286 00 02 18 Page 1 of 1 D. Additional insured endorsement (OL policy) x City of Miami - Urban Intelligence Exhibit C AGENCY CUSTOIAER I: NEW YORK CONSTRUCTION CERTIFICATE OF LIABILITY INSURANCE ADDENDUM Aor_ '(7712I) DATE{IIMAIDITTYYI 03131@: THIS ADDENDUM SUMMARIES SOME OF THE POLICY PROVISIONS IN THE REFERENCED INSURANCE POLICIES AND IS ISSUED AS A MATTER OF INFORMATION ONLY; IT CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. ALL TERMS, EXCLUSIONS AND CONDITIONS IN THE ACTUAL POLICY SHOULD BE CONSULTED FOR A MORE DETAILED ANALYSIS OF COVERAGE, AS THIS ADDENDUM DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES. AGENCY MARSH USA INC. %Al®INSURERS) Urban Inte■gsnce Inc. POLICY MIMED CZ02TPNYGL239060 01 EFFECTIVE DATE 03/31/25 CARRIER Clear Blue Specialty Insurance Company NAIC CODE ADDENDUM INFORMATION CERTIFICATE NUMBER: REVISION NUMBER: A. Insurer x Admitted ! authorized L] Excess line or free trade zone B. General Liability (GL) policy fomt x ISO ! ISO modified Other C. Specific operations excluded or res4lcted (GL policy) Location: Type of consbvction: Building height: k,'Le 0 Classifications [see attached declarations / endorsement] Designated work [see attached endorsement] CG 20 10 1 CG 20 26 I CG 20 32 I CG 20 33 52 37 1(38 Other. #: E. According to the terms of this GL policy, the additional Insured has primary end nonconlrbutory coverage uYes No and Li no other option is available with this Insurer F. Additional insured will receive advance notice if insurer cancels (GL policy) Yes No and no other option is available with this Insurer G. Blanket contractual I€ability located in the "insured contract" definition (Section V, Number 9, Item f. In the ISO CGL policy) la removed or restricted Yes and o other option is available with this insurer I x] No changes made H. 'Insured contract" exception to the employers liability exclusion is removed or modified (OL policy) Yes and no other option it available with this insurer Lj(] No Changes made I• GL policy One/tiding endorsements) does not cover the additional insured for claims Involving injury to employees of the named Insured or Lubcontractors (not workers' compensation) Yes and I 1 no other option is available with this insurer ix] No changes made ACORD 855 NY (2014105) Attach to ACORD 25 62014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD City of Miami - Urban Intelligence Exhibit C ADDENDUM INFORMATION (continued) AGENCY CUSTOMER ID: J. Earth movement, excavation or explosion 1 collapse 1 underground property damage Is excluded or restricted (GL policy) Yer. and 1 I no other option is available with this insurer 1 }< No changes made IC Insured vs. insured suits (cross liability in the ISO CGL policy) are excluded or restricted (other then named Insured vs. named Insured) I Yes and ILL 7 no other option is available with this insurer rx1 No changes made L. Property damage to work performed by subcontractors (exception to the '"damage to yeur work' exclusion In the ISO CGL policy) Is excluded or restricted Yes and n no other option is available with this insurer IX] No changes made M. Excess I umbrella policy is primary and non-contributory for additional insureds x Yes, by specific policy provision 1 Yes, by endorsement J No and no other option Is available with thls Insurer AUTHORIZED REPREBENTATWESIMATURE DATE IM OIYYYri ACORD 855 NY (2014105) Paw 2of2 City of Miami - Urban Intelligence Exhibit C POLICY NUMBER: CZO5NYCAOOI2-02 COMMERCIAL AUTO CA20481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Urban Intelligence, Inc. Endorsement Effective Date: 03/31/202b SCHEDULE Name Of Person(s) Or Organization(s): Where required by an executed written contr Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Cartier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Farm. CA20481013 © Insurance Services Office, Inc., 2011 Page 1 of 1 City of Miami - Urban Intelligence Exhibit C POLICY NUMBER: CZO5NYCAO012-02 COMMERCIAL AUTO CA 04 22 11 20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EARLIER NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. Named Insured: Urban Intelligence, Inc. Endorsement Effective Date:03/31/2025 SCHEDULE Number Of Days' Notice: 30 Information required to complete this Schedule, if not shown above, will b(*) rahi inVthe Declarations. For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation, as provided in Paragraph 2. of either the Cancellation Common Policy Condition or as amended by an applicable state cancellation endorsement, is increased to the number of days shown in the Schedule above. CA 04 22 11 20 p QUo 0 P• O Insurance Services Office, Inc., 2019 Page 1 of 1 City of Miami - Urban Intelligence Exhibit C COMMERCIAL AUTO CA044911 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY -- OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance — Primary And Excess Insurance Provisions in the Motor Carrier Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". CA 0449 1116 B. The following is added to the Other Insurance Condition in the Auto Dealers Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage and General Liability Coverages are primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be 15ary and +could not seek contribution from othe nsurance available to such uretv 51/ 0 Insurance Services Office, Inc., 2016 Page 1 of 1 City of Miami - Urban Intelligence Exhibit C WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. This endorsement, effective 12:01 AM 07/01/2025 forms part of Policy No. WC 063528456 FL Issued to ADP TotalSource FL XVI, Inc. 5800 Windward Parkway Alpharetta, GA 30005 Alternate Employer: Urban Intelligence Inc 135 W 41 st Street Floor 5 New York, NY 10036 By Illinois National Ins Co A We have the right to recover our payments from anyone liable for an injury oV+ y this policy. We will not enforce our right against the person or organization named in the Schec'ulehis agreement applies only to the extent that you perform work under a written contract that requires you to uotain this agreement from us. This agreement shall not operate directly or indirectly to benefit air. one not named in the Schedule. Sched//11ule ^1. ANY PERSON OR ORGANIZATION TO WHOM VBECOME C�BLIGATED TO WAIVE YOUR RIGHTS OF RECOVERY AGAINST, UNDER ANY CONTR AGREEMENT YOU ENTER INTO PRIOR TO THE OCCURRENCE OF LOSS V o4114e This form is not applicable in Kasas for private construction contracts as defined in K.S.A. 16-1801 through K.S.A. 16-1807 or public constructior contracts as defined in K.S.A. 16-1901 through 16-1908, except where permitted by statute or other applicable law, such as for use in wrap-up insurance programs. Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. This form is not applicable in California, Kentucky, New Hampshire, New Jersey, Texas, or Utah. WC 00 03 13 Countersigned by (Ed. 04/84) Authorized Representative City of Miami - Urban Intelligence Exhibit C De Vito, Daniel From: Sent: To: Cc: Subject: Hello Danny, The WC COI is adequate. 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 fg0MeZ@MiaMigov.com Gomez Jr., Francisco (Frank) Wednesday, June 25, 2025 8:54 AM De Vito, Daniel; Quevedo, Terry Aviles, Yesenia RE: PROCUREMENT INSURANCE REVIEW FOR URBAN INTELLIGENCE INC "Serving, Enhancing, and Transforming our Community" From: De Vito, Daniel <DaDeVito@miamigov.com> Sent: Wednesday, June 25, 2025 8:53 AM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; Quevedo, Terry <TQuevedo@miamigov.com> Cc: Aviles, Yesenia <YAviles@miamigov.com> Subject: PROCUREMENT INSURANCE REVIEW FOR URBAN INTELLIGENCE INC Good morning team, i mi - Urban Intelligence Exhibit C Note: Vendor is updating WC COI. Please review the insurance attached at your earliest convenience and advise if adequate according to insurance requirements contained therein. Thank you! Daniel De Vito Procurement Contracting Officer City of Miami Department of Procurement 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 Office: (305) 416-1922 Email: dadevito©miamigov.com Helpful Links: (<' For vendor registration click Here vV For current solicitations please Visit our Solicitation Page CNN Current contracts can be viewed by Visiting our Contract Datab For solicitations in the Cone of Silence please visit our Cone Slence Webpage v.) <Z? ccuti 0 rk .(<' (14(2' co• •ce 2 City of Miami — Urban Intelligence Olympia Theater EXHIBIT D COMPANY RESOLUTION 25 City of Miami Olympia Theater COMPANY RESOLUTION (This Resolution needs to authorize the signatory to sign) WHEREAS, Ubran Intelligence, Inc. , a INC. (company type: Inc., LLC.), desires to enter into an Agreement with the City of Miami for the purpose of performing the work described in the contract to which this resolution is attached; and WHEREAS, the Board of Directors for Inc (board type; Board of Directors for Inc, Board of Managers for LLC.) at a duly held company meeting has considered the matter in accordance with the bylaws of the company; Urban Intelligence, Inc. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD of (same as identified above) that this company is authorized to enter into the Agreement with the City, and the President & CFO (company officer title) and the Controller (company officer title) are hereby authorized and directed to execute the Agreement in the name of this Company and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this 10th day of September, 2025. Urban Intelligence, Inc. ("Contractor") An Delaware (State) Company By: 44.4 .aderL Print Name: James Arnason (sign) TITLE: President & CFO Print Name: Jessie Goldbaugh, Controller (sign) 20 City of Miami — Urban Intelligence Olympia Theater EXHIBIT E ANTI -HUMAN TRAFFICKING AFFIDAVIT 26 City of Miami - Urban Intelligence EXHIBIT E ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. 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), attached and incorporated herein as Exhibit Affidavit-1. 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. Nongovernmental Entity: Urban Intelligence, Inc. dba Urban Umbrella Name: James Arnason Officer Title: President & CFO Signature of Officer: �*d 444-1.-ad-,611, Office Address: 135 W 41 st St. = FI 5, New York, NY 10036 Email Address: james@urbanumbrella.com Main Phone Number: 218-791-3528 FEIN No. / - / / / / / / 81-4575223 STATE OF New York COUNTY OF Kings The foregoing instrument was sworn to and subscribed before me by means of St physical presence or O online notarization, this 10th day of September by James Arnason , as the authorized officer or representative for the nongovernmental entity.. He/she is personally known to me or has produced N/A as identification. (NOTARY PUBLIC SEAL) Jessica Goldbaugh Online Notary Public State o/New York Kings County Commission a: DiG00025685 Commission Expires: 06/07[2028 My Commission Expires: 6/7/2028 - of Person Ta ' mg Oath essie Goldbuagh (Printed, Typed, or Stamped Name of Notary Public) City of Miami - Urban Intelligence EXHIBIT E EXHIBIT AFFIDAVIT-1 SECTION 787.06, FLORIDA STATUTES (2024) City of Miami - Urban Intelligence EXHIBIT E Select Year: 2024 v The 2024 Florida Statutes Go 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. ICrIov°ding a con robed ugstance as outlined in Schedule I or Schedule II of s. 893.03 to any person torTtnie 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. l.TsiY%g coercion for commercial sexual activity who does so by the transfer or transport of an aduutt ttemE 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) c'taa"oitc iastity 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. 2024- 184. Copyright © 1995-2024 The Florida Legislature • Privacy Statement • Contact Us CITY OF MIAMI - Urban Intelligence EXHIBIT F AGENDA ITEM SUMMARY FORM File ID: #16093 Date: 05/20/2024 Commission Meeting Date: 06/18/2024 Requesting Department: Department of Real Estate and Asset Management; Office of Capital Improvements Sponsored By: District Impacted: District 5 Type: Resolution Subject: Approve Emergency Findings - Olympia Theater and Apartments Purpose of Item: The purpose of this item is to authorize a resolution of the Miami City Commission, by a four -fifths (4/5ths) affirmative vote, retroactively ratifying, confirming and approving the City Manager's emergency findings, incorporated as Exhibit "A", that is it most advantageous for the City of Miami to waive the competitive sealed bidding procedure pursuant to Section 18-90 of the Code of the City of Miami, Florida as amended ("City Code") and retroactively approving the selection of various providers for the provision of various services such as architectural, engineering, and construction services necessary for building recertification, stabilization, health and human safety items, and maintenance of equipment and systems for the Olympia Theater on behalf of the Department of Real Estate and Asset Management ("DREAM") and the Office of Capital Improvements ("OCI"); Authorizing the City Manager to negotiate and execute any and all documents, including any amendments, renewals, and extensions, subject to all allocations, appropriations, prior budgetary approvals, compliance with all applicable provisions of the City Code, including the City's Procurement Ordinance, Anti -Deficiency Act, and Financial Integrity Principles, all as set forth in Chapter 18 of the City Code, in a form acceptable to the City Attorney, and in compliance with all applicable laws, rules, and regulations, as may be deemed necessary for said purpose. Background of Item: The Olympia Theater and the Olympia Apartments ("Olympia Theater") are co - located in a building at the southwest corner of NE 2nd Avenue and East Flagler Street. The Olympia Theater is on the National Register of Historic Places and has been owned by the City of Miami since 1975. The Olympia Theater requires major capital, structural, and electrical repairs identified during its 40/50-year recertification process, including the exterior brick facade, and the condition of the Olympia Theater constitutes a danger to the public health or safety. It is not practicable or advantageous to the City to proceed with the procurement process outlined in Florida Statute (F.S.) 287.055 for the provision of architectural and engineering services necessary for building recertification and stabilization of the structure to ensure the public's health and safety. Furthermore, it was not feasible for the City to proceed with a procurement process as outlined in Florida State Statute F.S. CITY OF MIAMI - Urban Intelligence EXHIBIT F 287.055 because this process would have delayed vital repairs to the facility and may have resulted in the potential loss of revenue and funding at the Olympia Theater. F.S. 287.055, Consultants' Competitive Negotiation Act ("CCNA"), permits exemptions to these requirements in emergency situations, as stated in Section 3 (a) (1), entitled "Public Announcement and Qualifications Procedures," allowing the City Manager as "Agency Head" to declare an emergency. Accordingly, the City Manager, pursuant to Section 18-90 of the City, approved an emergency finding on July 2, 2023. It is also not practicable or advantageous to the City to proceed with the procurement outlined in F.S. 255.20 for public construction works, which can take six (6) months, delaying the repair and stabilization of the Olympia Theatre. Such delay is not in the best interest of the City and its constituents, as the damage to this facility poses a public safety issue, including threats to health, life, and safety, and a loss of revenue to the City. F.S. 255.20, does however permit exemptions to these requirements in emergency situations, as stated in sub -section (1)(c)(1): "The provisions of this subsection do not apply: 1. If the project is undertaken to replace, reconstruct, or repair an existing public building, structure, or other public construction works damaged or destroyed by a sudden unexpected turn of events such as an act of God, riot, fire, flood, accident, or other urgent circumstances, and such damage or destruction creates: a. An immediate danger to the public health or safety; b. Other loss to public or private property which requires emergency government action; or c. An interruption of an essential governmental service." Therefore, pursuant to the City Manager's emergency findings (original memo, supplemental to memo and supplement No. 2), certifying valid public emergency it is most advantageous for the City to waive the competitive sealed bidding procedures pursuant to Section 18-90 of the City of Miami Code; F.S. 287.055; and F.S. 255.20(1)(c)(1) for the Olympia Theatre and Apartments repairs and stabilization. Budget Impact Analysis Item is NOT Related to Revenue Item is an Expenditure Item is NOT funded by Bonds Total Fiscal Impact: Total Fiscal Impact: Undetermined Department of Real Estate and Asset Management Review Completed Office of Capital Improvements Department of Procurement Office of Management and Budget Office of Management and Budget City Manager's Office Legislative Division City Manager's Office Office of the City Attorney Office of the City Attorney City Commission City Commission Reviewed B 05/20/2024 9:51 AM Hector L Badia Annie Perez Pedro Lacret Leon P Michel Larry M. Spring Valentin J Alvarez Arthur Noriega V Pablo Velez George K. Wysong III Nicole Ewan Maricarmen Lopez Andrew Frey Department Head Review Procurement Review Budget Analyst Review Budget Review Assistance City Manager Legislative Division Review City Manager Review ACA Review Approved Form and Correctness Meeting Meeting Department Head Completed Completed Completed Completed Completed Completed Completed Completed Completed Completed Completed 05/28/2024 11:48 AM 05/28/2024 2:01 PM 05/30/2024 3:10 PM 06/04/2024 8:56 PM 06/04/2024 10:02 PM 06/04/2024 10:09 PM 06/04/2024 10:39 PM 06/04/2024 11:38 PM 06/04/2024 11:43 PM 06/13/2024 9:00 AM 06/18/2024 9:00 AM CITY OF MIAMI - Urban Intelligence EXHIBIT F Office of the City Clerk City Clerk's Office Rendered Completed 06/21/2024 4:09 PM CITY OF MIAMI - Urban Intelligence EXHIBIT F City of Miami Legislation Resolution Enactment Number: R-24-0227 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 16093 Final Action Date:6/18/2024 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, RETROACTIVELY RATIFYING, CONFIRMING, AND APPROVING THE CITY MANAGER'S EMERGENCY FINDINGS, ATTACHED AND INCORPORATED AS EXHIBIT "A," THAT IT IS MOST ADVANTAGEOUS FOR THE CITY OF MIAMI ("CITY") TO WAIVE THE COMPETITIVE SEALED BIDDING REQUIREMENTS, PURSUANT TO SECTION 18-90 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), AND RETROACTIVELY APPROVING THE SELECTION OF VARIOUS PROVIDERS FOR THE PROVISION OF VARIOUS ARCHITECTURAL, ENGINEERING, AND CONSTRUCTION SERVICES NECESSARY FOR BUILDING RECERTIFICATION, STABILIZATION, HEALTH AND HUMAN SAFETY ITEMS, AND THE MAINTENANCE OF EQUIPMENT AND SYSTEMS FOR THE OLYMPIA THEATER AND APARTMENTS ("OLYMPIA THEATER"), ON BEHALF OF THE CITY'S DEPARTMENT OF REAL ESTATE AND ASSET MANAGEMENT ("DREAM") AND THE OFFICE OF CAPITAL IMPROVEMENTS ("OCI"); AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS, INCLUDING ANY AMENDMENTS, RENEWALS, AND EXTENSIONS, SUBJECT TO ALL ALLOCATIONS, APPROPRIATIONS, PRIOR BUDGETARY APPROVALS, COMPLIANCE WITH ALL APPLICABLE PROVISIONS OF THE CITY CODE, INCLUDING THE CITY'S PROCUREMENT ORDINANCE, ANTI -DEFICIENCY ACT, AND FINANCIAL INTEGRITY PRINCIPLES, ALL AS SET FORTH IN CHAPTER 18 OF THE CITY CODE, IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, AND IN COMPLIANCE WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS, AS MAY BE DEEMED NECESSARY FOR SAID PURPOSE. WHEREAS, the City of Miami ("City") Olympia Theater and Apartments ("Olympia Theater") are co -located in a building at the southwest corner of Northeast 2nd Avenue and East Flagler Street; and WHEREAS, the Olympia Theater is on the National Register of Historic Places and has been owned by the City since 1975; and WHEREAS, the Olympia Theater requires major capital, structural, and electrical repairs identified during its 40/50-year recertification process, inclusive of its exterior brick facade, and its condition constitutes a danger to the public health and safety; and WHEREAS, it is not practicable or advantageous for the City to proceed with the procurement process outlined in Section 287.055, Florida Statutes, for the provision of the architectural and engineering services necessary for building recertification and stabilization, the health and human safety items and the maintenance of equipment and systems; and WHEREAS, it was not feasible for the City to proceed with the procurement process outlined in Section 287.055, Florida Statutes, because this process would have delayed vital CITY OF MIAMI - Urban Intelligence EXHIBIT F repairs to the facility and may have resulted in the potential loss of revenue and funding at the Olympia Theater; and WHEREAS, Section 287.055, Florida Statutes, titled the "Consultants' Competitive Negotiation Act" ("CCNA"), permits exemptions to these requirements in emergency situations, as stated in Section 3(a)(1), titled "Public Announcement and Qualifications Procedures," allowing the City Manager as "agency head" to declare an emergency; and WHEREAS, it is also not practicable or advantageous for the City to proceed with the procurement outlined in Section 255.20, Florida Statutes, for public construction works, which can take six (6) months, delaying the repair and stabilization of the Olympia Theatre, with such delays not being in the best interest of the City and its constituents, as the damage to this facility poses an immediate danger to the public health or safety, including threats to health, life, and safety, and a loss of revenue to the City; and WHEREAS, Section 255.20, Florida Statutes, permits exemptions to these requirements in emergency situations, as stated in Subsection (1)(c)(1), if the project is undertaken to replace, reconstruct, or repair an existing public building, structure, or other public construction work damaged or destroyed by a sudden unexpected turn of events such as an act of God, riot, fire, flood, accident, or other urgent circumstances, and such damage or destruction creates: (a) an immediate danger to the public health or safety; or (b) other loss to public or private property which requires emergency government action; or (c) an interruption of an essential governmental service; and WHEREAS, pursuant to the City Manager's emergency findings, certifying a valid public emergency, it is most advantageous for the City to waive the competitive sealed bidding requirements, pursuant to Section 18-90 of the Code of the City of Miami, Florida, as amended ("City Code"); Section 287.055, Florida Statutes; and Section 255.20, Florida Statutes, for the Olympia Theater repairs and stabilization; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. By a four -fifths (4/5ths) affirmative vote, pursuant to Section 18-90 of the City Code, the City Manager's emergency findings, attached and incorporated as Exhibit "A," that it is most advantageous to the City to waive the competitive sealed bidding requirements, pursuant to Section 18-90 of the City Code, and retroactively approving the selection various providers for the provision of various architectural, engineering, and construction services necessary for building recertification, stabilization, health and human safety items, and maintenance of equipment and systems for the Olympia Theater, on behalf of DREAM and OCI, is hereby are retroactively ratified, confirmed, and approved. Section 3. The City Manager is authorized' to negotiate and execute any and all documents, including any amendments, renewals, and extensions, subject to all allocations, appropriations, prior budgetary approvals, compliance with all applicable provisions of the City Code, including the City's Procurement Ordinance, Anti -Deficiency Act, and Financial Integrity Principles, all as set forth in Chapter 18 of the City Code, in forms acceptable to the City 1 The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to, those prescribed by applicable City Charter and City Code provisions. CITY OF MIAMI - Urban Intelligence EXHIBIT F Attorney, and in compliance with all applicable laws, rules, and regulations, as may be deemed necessary for said purpose. Section 4. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: g.WyjngIII, C y ttor y 6/4/2024 DIVISION OF CORPORATIONS Department of State ;rj��forg awatc)i of an official Irate of Florida svebsite / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Foreign Profit Corporation URBAN INTELLIGENCE, INC. Filing Information Document Number FEI/EIN Number Date Filed State Status Principal Address 135W41 STFL5 NEW YORK, NY 10036 Mailing Address 135W41 STFL5 NEW YORK, NY 10036 Registered Agent Name & Address REGISTERED AGENTS INC 7901 4 ST N STE 300 ST PETERSBURG, FL 33702 Officer/Director Detail Name & Address Title P ARNASON, JAMES 135W41 STFL5 NEW YORK, NY 10036 Title T GOLDBAUGH, JESSIE 135W41 STFL5 NEW YORK, NY 10036 Annual Reports No Annual Reports Filed F25000003322 NONE 06/02/2025 DE ACTIVE Document Images 06/02/2025 -- Foreign Profit View image in PDF format Florida Department of State, Division of Corporations Olivera, Rosemary From: Gandarilla, Aimee Sent: Monday, September 29, 2025 12:23 PM To: Hannon, Todd Cc: Olivera, Rosemary; Ewan, Nicole; Brown, Sadie; Fossler, Thomas; Johnson, Antiwonesha Subject: Executed PSA Urban Intelligence dba Urban Umbrella (matter 25-378) Attachments: PSA Urban Intelligence dba Urban Umbrella (matter 25-378).pdf Good afternoon Todd, Please find attached the fully executed copy of an agreement from DocuSign that will be considered an original agreement for your records. Antiwonesha: Please close Matter 25-378. Thank you, AimthvL U,a 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 agandarilla@miamigov.com "Serving, Enhancing, and Transforming our Community" i