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26175
AGREEMENT INFORMATION AGREEMENT NUMBER 26175 NAME/TYPE OF AGREEMENT AXISMIAMI LLC DESCRIPTION EXPERT CONSULTANT AGREEMENT/JULY 4TH EVENT AT CURTIS PARK/MATTER ID: 26-1417 EFFECTIVE DATE June 23, 2026 ATTESTED BY TODD B. HANNON ATTESTED DATE 6/23/2026 DATE RECEIVED FROM ISSUING DEPT. 6/23/2026 NOTE DOCUSIGN AGREEMENT BY EMAIL City of Miami DOCUMENT ROUTING FORM QR4O ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Aimee Gandarilla NAME OF OTHER CONTRACTUAL PARTY/ENTITY: AxisMiami L.L.C. EXT. 1906 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 El SUPPLEMENTAL AGREEMENT NO NO PURPOSE OF ITEM (DETAILED SUMMARY): Expert Consultant Agreement with AxisMiami L.L.C. Event taking place on July 4, 2026, at Curtis Park, 1901 NW 24th Avenue, Miami, Florida 33125. COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DIRECTOR/CHIEF PROCUREMENT OFFICER June 22, 2026 11E:50:46 Annie Perez, CPPO EDT SIGNATURE: ., SUBMITTED TO RISK MANAGEMENT June 22, 2026 115: David Ruiz 7:19 EDT—°°"s'g"°°"v: IGNATURE: Fran Goa,vy SUBMITTED TO CITY ATTORNEY Matter ID 26-1417 (matter 26-1417) r Initial ` June 22, 2026 117:02:09 June George K. Wysong III EDT ,--DocuSignetlby SIGNATURE: for wo III APPROVAL BY ASSISTANT CITY MANAGER/CHIEF FINANCIAL OFFICER June 22, 2026 I ' T�za�_. Erica T. Paschal Darling, CPA 7:43:05 EDT °°°"s "°dn. SIGNATURE: '-'— P"°`'"e APPROVAL BY ASSISTANT CITY MANAGER/CHIEF OF OPERATIONS June 23, 2026 107:17:41 Barbara Hernandez, MPA EDT "—Sig"°tl GY: SIGNATURE: 15a4,ara (%wuaM,it,,y APPROVAL BY ASSISTANT CITY MANAGER/CHIEF OF INFRASTRUCTURE Asael Marrero so—o— SIGNATURE: APPROVAL BY DEPUTY CITY MANAGER June 23, 2026 I Natasha Colebrook -Williams 8:42:54 EDT SIGNATURE: '—°°cuSMn" bY N Cold0.0.4-tgzIt4,.a RECEIVED BY CITY MANAGER June 23, 2026 10� Rpm ITffED-'eS SIGNATURE: SUBMITTED TO THE CITY CLERK June 23, 2026 I ' Todd Hannon D°°"sag"°de.: 1:14:18 EDT '� SIGNATURE: PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER AGREEMENT BYAND BETWEEN THE CITY OF MIAMI, FLORIDA AND AXISMIAMI L.L.C. This Agreement ("Agreement") is entered into this 23day of June, 2026, ("Effective Date") by and between the City of Miami, a municipal corporation of the State of Florida, whose address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130 (the "City"), and, AxisMiami L.L.C., a Limited Liability Company, qualified to do business in the State of Florida whose principal address is 8027 W 14th Ave, Hialeah, Florida 33014 ("Contractor"). RECITALS: WHEREAS, the City desires to engage the services of the Contractor to provide certain ideation, planning, and execution as further described in Exhibit "A" (collectively, the "Services") in connection with the 4th of July event taking place on July 4, 2026, at Curtis Park, 1901 NW 24th Avenue, Miami, Florida 33125 (the "Event") organized by the City; and WHEREAS, the City and Contractor desire to enter into this Agreement under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Contractor and the City agree as follows: 1. RECITALS AND INCORPORATIONS: The Recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The following exhibits are attached hereto and are hereby incorporated into and made a part of this Agreement: Exhibit A — Scope of Services Exhibit B - Compensation Exhibit C — Insurance Requirements Exhibit D — Company Resolution Exhibit E — Anti -Human Trafficking Affidavit Exhibit F — Certificate of Insurance 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 as of the Effective Date and continue through July 5, 2026. The City, acting by and through its City Manager, shall have the option to terminate the Agreement for convenience, that is, for no cause; or terminate for cause due to a default. 3. SCOPE OF SERVICES: A. Contractor agrees to provide the Services as specifically described, and under the in Exhibit "A", which by this reference is incorporated into and made a part of this Agreement. B. Contractor represents to the City that: (i) it possesses all qualifications, licenses, certificates, 1 authorizations, registrations, and expertise required for the performance of the Services, including but not limited to full qualification to do business in Florida; (ii) it is not delinquent in the payment of any sums due the City, any City agency or instrumentality, including payment of accounts, debts, 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; (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 at all times 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. The City may require Contractor to remove any employee the City deems careless, incompetent, insubordinate, or otherwise objectionable and whose continued services under this Agreement is not in the best interest of the City. 4. COMPENSATION: A. Contractor, as its sole compensation for the Services provided, shall receive compensation as specified in Exhibit "B," attached hereto. The amount of compensation payable to Contractor shall be limited to the total amount specified in Exhibit "B" (the "Fee"). Contractor acknowledges and agrees that this Fee shall be its sole compensation related to this Agreement. Any compensation for services provided by contractor exceeding such Fee shall not be authorized and will be deemed gratuitous work. The City will provide a deposit payment equal to fifty percent (50%) of the Fee (the "Deposit") to Contractor within three (3) days of the Effective Date. The remaining Fee amount will be paid one (1) day prior to the Event. B. Upon request, Contractor shall provide sufficient supporting documentation within ten (10) business days from said request and contain sufficient detail, to allow a proper audit of expenditures, should the City require one to be performed. Invoices, should they be required, shall be sufficiently detailed so as to comply with the "Local Government Prompt Payment Act," §§ 218.70—.79, Florida Statutes, and other applicable laws. 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. 5. OWNERSHIP OF DOCUMENTS: Contractor understands and agrees that any information, data, document, report 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 at all times remain the property of the City. Contractor agrees not to use any such information, data, document, report or material for any other purpose whatsoever without the written consent of the City 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 subsequent to 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 data and documents which 2 result upon the completion of the work and Services and prepared by Contractor solely and exclusively for the City pursuant to or under the terms of 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 ten (10) 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 solely related to Contractor's performance under this Agreement . Contractor agrees to maintain any and all such books, documents, papers, and records at its principal place of business for a period of ten (10) 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. The audit provisions set forth 18-102 of the Code of the City of Miami, Florida as same may be amended or supplemented, from time to time, are applicable to this Agreement. B. The City may, at reasonable times during the term hereof, inspect 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. The inspection provisions set forth 18-101 of the Code of the City of Miami, Florida as same may be amended or supplemented, from time to time, are applicable to this Agreement. C. 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, which 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 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) if required, provide the public with access to public records on the same terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as 3 authorized by law; (4) meet all requirements for retaining public records and transfer, at no cost, to the City all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) provide all electronically stored public records that must be provided to the City in a format compatible with the City's information technology systems. 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. D. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416- 1800, VIA EMAIL AT PUBLICRECORDSMIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FL 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE 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, ethics, funding, lobbying, record keeping, etc. The 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. 10. INDEMNIFICATION: A. Contractor shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, departments, 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 performance of this Agreement by Contractor, Contractor's compliance and/or noncompliance with the provisions of this Agreement, and all laws and regulations pertaining to Contractor's services which are applicable to the Contractor, 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, administrative, regulatory, statutory or similar claims, injuries or damages arising or resulting from the Services. In the event that any action, cause of action, claim, demand 4 or proceeding (collectively "Claim(s)") is brought against the City by reason of any such Claim(s), Contractor shall, upon written notice from the City, resist and defend such action or proceeding by counsel reasonably satisfactory to the City Attorney. Contractor expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by Contractor shall in no way limit the responsibility to indemnify, hold, keep and save harmless and defend the City or its officers, employees, agents, and instrumentalities as herein provided. B. The indemnification provided above shall obligate Contractor to defend, at its own expense, to and through trial, mediation, arbitration, administrative, regulatory, appellate, supplemental or bankruptcy proceedings, 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 Contractor, or persons or entities employed or utilized by Contractor. C. These duties will survive the cancellation or expiration of this Agreement. 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 they may be applicable, and as they may be amended. D. Contractor shall require all sub -contractor agreements to include a provision that each sub- contractor will indemnify, hold harmless and defend the City in substantially the same language as this Section. 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 Contractor in which the City participated either through review or concurrence of Contractor's actions. In reviewing, approving or rejecting any submissions by Contractor or other acts of Contractor, the City, in no way, assumes or shares any responsibility or liability of Contractor or sub -contractor under this Contract. E. 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 Contractor. 11. DEFAULT: If Contractor fails to comply materially 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, setting forth the seven (7)-day time period to cure, 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 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. 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 by the City Commission. Contractor shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by the City Commission 5 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 the City Commission approval); or (iii) the City has waived compliance with the procedure set forth in this section by written instruments, 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. 13. FORCE MAJEURE: A "Force Majeure Event" shall mean an occurrence beyond the reasonable control of the Party affected, which is not caused by the negligence, fault, or willful misconduct of such Party, and which prevents or materially impairs the production of the Event or a Party's performance under this Agreement, including, without limitation: an act of God; fire; explosion; power failure; flood; storm; hurricane; sinkhole; other natural disaster; epidemic or pandemic; declared state of emergency; act, order, or regulation of any governmental body or military authority, other than an act of the City in its capacity as a Party to this Agreement; riot or civil disturbance; war or terrorism; sabotage; insurrection; blockade; embargo; or strike or other labor dispute, excluding any labor dispute involving the Contractor's own employees, agents, or subcontractors; or any other similar occurrence. A Force Majeure Event shall not include economic hardship, increased costs of performance, or the financial inability of a Party to perform. The Party affected by a Force Majeure Event shall provide prompt written notice to the other Party, and in no event later than twenty-four (24) hours after becoming aware of the Force Majeure Event, describing the nature of the event and its anticipated effect on the Event and on performance under this Agreement. If a Force Majeure Event affects the ability of the Contractor to produce the Event or the ability of the City to proceed with the Event, the City shall have the right to cancel the Event upon written notice to the Contractor, and the Parties agree as follows, with all time periods measured from the scheduled start time of the Event: A. If the City cancels the Event more than seventy-two (72) hours prior to the scheduled start time of the Event, the City shall owe the Contractor no portion of the Agency Fee, and shall owe only those non -cancellable, non-refundable, and City -approved expenses actually incurred by the Contractor in preparation for the Event; B. If the City cancels the Event seventy-two (72) hours or less, but more than forty-eight (48) hours, prior to the scheduled start time of the Event, the City shall owe the Contractor fifteen percent (15%) of the Agency Fee, as shown in Exhibit B, plus any non -cancellable, non- refundable, and City -approved expenses actually incurred by the Contractor in preparation for the Event; C. If the City cancels the Event forty-eight (48) hours or less, but more than twenty-four (24) hours, prior to the scheduled start time of the Event, the City shall owe the Contractor twenty- five percent (25%) of the Agency Fee, as shown in Exhibit B, plus any non -cancellable, non- refundable, and City -approved expenses actually incurred by the Contractor in preparation for the Event; or D. If the City cancels the Event twenty-four (24) hours or less prior to, or at any time after commencement of, the scheduled start time of the Event, the City shall owe the Contractor fifty percent (50%) of the Agency Fee, as shown in Exhibit B, plus any non -cancellable, non- refundable, and City -approved expenses actually incurred by the Contractor in preparation for the Event. Postponement. In lieu of cancellation, the City may, due to a Force Majeure Event, postpone the Event and reschedule it to a date mutually agreed upon in writing by both Parties. If the Event is postponed, the City shall owe the Contractor no portion of the Agency Fee on account of the postponement; the Contractor shall retain the Deposit, which shall be credited in full against the 6 Fee for the rescheduled Event; and the City shall owe only those non -cancellable, non-refundable, and City -approved expenses actually incurred by the Contractor in preparation for the Event, which expenses shall be payable only once and shall not be charged again in connection with the rescheduled Event. If the Parties do not agree in writing upon a rescheduled date within ninety (90) days of the City's written notice of postponement, the postponement shall be deemed a cancellation effective as of the date of the City's notice of postponement, and the amounts owed shall be determined under subsections A through D above based upon the timing of such notice, subject to the reconciliation provisions below. Reconciliation of Amounts Paid. Any amounts owed by the City under this Section are inclusive of, and not in addition to, amounts previously paid by the City under this Agreement, including the Deposit and any final payment. If the total amounts previously paid by the City exceed the total amounts owed under this Section, the Contractor shall refund the difference to the City within thirty (30) days of the effective date of cancellation. If the total amounts owed under this Section exceed the amounts previously paid, the City shall pay the difference in accordance with this Section upon approval of the documentation described below. Mitigation; Documentation. The Contractor shall use diligent efforts to mitigate all expenses and costs, including cancelling pending obligations and seeking all available refunds, credits, and offsets, and any refunds or credits received or receivable by the Contractor shall be deducted from the amounts owed by the City under this Section. As a condition precedent to any payment by the City under this Section, the Contractor shall submit to the City, within thirty (30) days of the effective date of cancellation or postponement, a written itemized breakdown of all expenses and costs incurred, together with supporting backup documentation, for the City's review and approval. The City's payment obligations under this Section are subject to the availability and appropriation of funds. 14. TERMINATION; OBLIGATIONS UPON TERMINATION: A. Termination for Convenience. The City, acting by and through its City Manager, may terminate this Agreement for convenience, without cause or penalty, upon written notice to Contractor. If the City terminates for convenience, Contractor shall be entitled only to payment for Services actually performed and accepted by the City prior to termination, less any amounts previously paid. Contractor shall not be entitled to lost profits, anticipated profits, consequential damages, incidental damages, cancellation fees, or any other amounts not expressly authorized by this Agreement. B. Termination for Cause. The City, acting by and through its City Manager, may terminate this Agreement for cause if Contractor materially breaches this Agreement and fails to cure such breach within seven (7) calendar days after written notice from the City, or within such shorter period as may be reasonable if the breach cannot be cured before the Event. If termination results from Contractor's failure, refusal, inability, or decision not to perform the Services, Contractor shall refund the Deposit to the City in full and the City shall have no obligation to make any further payment. 15. INSURANCE: A. Contractor shall, at all times 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 "F" and incorporated herein by this reference. The City's agreement and title number must appear on each certificate of insurance. 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 Risk Management Director. 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 7 Risk Management Director 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 reasonable and good faith 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 Risk Management Director 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 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 the required change in policy coverage would otherwise take effect. C. Contractor understands and agrees that any and all liabilities regarding the use of any of Contractor's employees or any of Contractor's sub -contractors 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 sub -contractor 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 Risk Management Director 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 such time as the new or renewed certificate(s) are received in acceptable form by the City Risk Management Director; 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. 16. NONDISCRIMINATION, EQUAL EMPLOYMENT OPPORTUNITY, AND AMERICANS WITH DISABILITIES ACT: Contractor shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Agreement. Contractor shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, Contractor shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. Contractor affirms that it shall not discriminate as to race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used in connection with its performance 8 under the contract. Furthermore, Contractor affirms that no otherwise qualified individual shall solely by reason of their race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used, be excluded from the participation in, be denied benefits of, or be subjected to, discrimination under any program or activity. In connection with the conduct of its business, including performance of services and employment of personnel, Contractor shall not discriminate against any person on the basis of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used. All persons having appropriate qualifications shall be afforded equal opportunity for employment. 17. ASSIGNMENT: Contractor's services are considered unique and specialized. This Agreement shall not be assigned, sold, transferred, pledged, or otherwise conveyed by Contractor, in whole or in part, and Contractor shall not assign any part of its operations which are related to the performance of this Agreement, without the prior written consent of the City Manager, which may be withheld or conditioned, in the City's sole discretion through the City Manager. 18. 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. AS TO THE CONTRACTOR AxisMiami L.L.C. Jencarlos Canela President 8027 W 14 Ave Hialeah, FL 33014 Jencarloscanela@me.com 9 AS TO THE CITY: James Reyes City Manager 444 SW 2°d Avenue, 10`° Floor Miami, FL 33130 Jreyes@miamigov.com WITH A COPY TO: George K. Wysong III City Attorney 444 SW 2'd Avenue, 9' Floor Miami, FL 33130 gwysong@miamigov.com Office of Commissioner Miguel Angel Gabela 3500 Pan American Drive Miami, FL 33133 Eleal@miamigov.com 19.MISCELLANEOUS PROVISIONS: 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, memorandum, or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties freely, knowingly irrevocably waive any rights to a jury trial in any actions or proceedings between them related to 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, Florida, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then 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, registration, and certifications required by law for professional service Contractors performing these services. E. This Agreement constitutes the sole and entire Agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by 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. All changes and/or modifications to this Agreement shall be approved in advance and in writing by the Office of the City Attorney as to legal form and correctness, and executed in writing by the City and Contractor. F. Title and paragraph headings are for convenient reference and are not a part of this Agreement. G. Nothing contained in this Agreement is any way intended to be a waiver of the limitation placed upon the Indemnitees' liability as set forth in Chapter 768, Florida Statutes. Additionally, the Indemnitees do not waive sovereign immunity, and no claim or award against the Indemnitees shall include attorney's fees, investigative costs, pre -suit or adjusting costs, or pre -judgment interest. H. If any term or provision of this Agreement, or combination of the same, is in violation of any applicable law or regulation, or is unenforceable or void for any reason, such term, provision or combination of same shall be modified or reformed by the court to the minimum extent necessary to accomplish the intention of the entire Agreement to the maximum extent allowable, under any legal form, without violating applicable law or regulation. Notwithstanding, the remainder of the Agreement shall remain binding upon the parties. This Subsection shall not apply if there is a material breach of this Agreement causing cancelation or cancellation for convenience. 20. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 10 21. 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 or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. 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 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. 22. 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 applicable laws or regulations, upon thirty (30) days written notice. 23. 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. 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. 24. NO CONFLICT OF INTEREST: Pursuant to the 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 city employee or 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. Contractor additionally agrees during the term of this Agreement not to serve as a paid expert witness, affiant or otherwise furnish evidence adverse to the City in a Claim brought against the City by any third party. 25. NO THIRD -PARTY BENEFICIARY: No persons other than Contractor and the City (and their successors and assigns) shall have any rights whatsoever under this Agreement. 26. SURVIVAL: All obligations (including but not limited to indemnity and obligations to defend and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. 11 27. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND WARRANTY: 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. 28. ANTI -HUMAN TRAFFICKING: The Contractor confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. The 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. 29. VENDOR LISTS / SCRUTINIZED COMPANIES LISTS: The following lists are maintained by the Florida Department of Management Services and are available at https://www.dms.myflorida.com/. By entering into this Agreement, Contractor affirms it is not included in any of the following lists. Convicted Vendor List. Pursuant to § 287.133, F.S., "[a] person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." Discriminatory Vendor List. Pursuant to § 287.134, F.S., "[a]n entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity." Antitrust Violator Vendor List. Pursuant to § 287.137, F.S., "[a] person or an affiliate who has been placed on the antitrust violator vendor list following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply for any new contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply for a new contract 12 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 new leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a new contract with a public entity; and may not transact new business with a public entity." Forced Labor Vendor List. Pursuant to § 287.1346, F.S., "[a]n agency may not accept a bid, proposal, or reply from; award a contract to; or transact business pertaining to the provision of commodities with a company on the forced labor vendor list, or an entity under the control of such company, for a period of 365 days after the date the company was placed on the list unless the company is removed from the list pursuant to paragraph (5)(d)." Suspended Vendor List. Pursuant to § 287.1351, F.S., "[a]n agency may not accept a bid, proposal, or reply from, or enter into or renew any contract with, a vendor on the suspended vendor list until such vendor has been removed from the suspended vendor list and returned to the vendor list maintained by the department pursuant to s. 287.042(1)(a) and (b) and the vendor has reimbursed the agency for any re -procurement costs." SCRUTINIZED COMPANIES LISTS The following lists are maintained by the Florida State Board of Administration and are available at https://www.sbafla.com/. Scrutinized Companies that Boycott Israel List. Pursuant to § 287.135, F.S., by entering into this Agreement, the Contractor certifies that it is not participating in a boycott of Israel. 30. 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. 31. E-VERIFY: By entering into this Agreement, the 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." The 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 the Contractors; (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 subconsultant; (c) it has an affidavit from all subcontractors to this Agreement attesting that the subconsultant does not employ, contract with, or subcontract with, unauthorized aliens; and (d) it shall maintain copies of any such affidavits for the duration of the Agreement. Registration information is available at: http://www.uscis.gov/e-verify. If 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)©, Florida Statutes. In the event of such termination, the Contractor agrees and acknowledges that it may not be awarded a public contract 13 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. 32. ENTIRE AGREEMENT: This instrument and its exhibits constitute the sole and only agreement of the parties 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 14 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: BY: NAME: Ai TITLE: / CGz'..C17ki (Corporate Seal) "Contractor" AXISMIAMI L.L.C. A LIMITED LIABILITY COMPANY "City„ THE CITY OF MIAMI, A MUNICIPAL ATTEST: CORPORATION OF THE STATE OF FLORIDA Signed by: EDocnSignetl by: BY: F46o7566ncF1459 Todd B. Hannon City Clerk BY: L::::26aa,8gned by: James Reyes City Manager APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: BY: Pgnca oy: coriT wisav,.1 ui 8Y9911r/FF8248®. George K. Wysong III City Attorney Initial r NRA REQUIREMENTS: DocuSignetl by: BY: C Vcuil GOw,t,,7 27395C6318214F] Matter ID 26-1417 David Ruiz Interim Director of Risk Management 15 EXHIBIT A SCOPE OF SERVICES 1. Event Description Axis shall produce, manage, and operate a one -day community event (the "Event") at Curtis Park (the "Premises") on July 4, 2026. The Event shall be open to the public from 12:00 p.m. to 9:30 p.m., with anticipated attendance of approximately 1,500 persons. The Event shall include live musical performances, live game viewings, food service (including no fewer than 1,000 free meals), and a fireworks display, in accordance with the schedule set forth in Section 2. 2. Event Schedule Axis shall conduct the Event in substantial conformity with the following schedule. Modifications to the schedule shall require the prior approval of the Citv's designated representative. Time Activity 8:30 a.m. — 9:00 a.m. Sound check 12:00 p.m. Doors open; DJ MDOT opening set with dancers 1:00 p.m. — 3:00 p.m. Game viewing No. 1 (with music programming as needed) 3:00 p.m. — 4:00 p.m. DJ MDOT set; introduction of Nia Skyfer 4:00 p.m. — 5:00 p.m. Nia Skyfer performance with dancers 5:00 p.m. — 7:00 p.m. Game viewing No. 2, with musical performances by Nia Skyfer and dancers during breaks in play 7:00 p.m. — 8:15 p.m. Nia Skyfer immersive performance set, including interactive audience features 8:15 p.m. — 9:30 p.m. Headliner performance: Oro Solido 9:20 p.m. Fireworks display (approximately ten (10) minutes) 3. Services and Deliverables to Be Provided by Axis 3.1 Talent. Axis shall provide, at its sole cost and expense, all performers identified in Section 2, including DJ MDOT, Nia Skyfer, accompanying dancers, and headliner Oro Solido. Axis shall be solely responsible for all agreements with, and compensation of, all performers, and no talent agreement shall impose any obligation upon the City. 3.2 Stage, Structures, and Production. Axis shall provide all stage design, construction, build -out, and operation; all event equipment; all production labor; all audio/visual engineering; and all sound and lighting for the Event. Axis shall obtain, at its sole cost, all required permits and engineering certifications for all temporary structures prior to load -in. Venue setup, including stage, vendor, and structure placement, shall conform to the site plan attached to this Exhibit A. 3.3 Game Viewing Equipment. Axis shall provide, through its subcontractor, all screens and related equipment necessary for the live game viewings identified in Section 2. 3.4 Fireworks. Axis shall provide a fireworks display of approximately ten (10) minutes commencing at approximately 9:20 p.m., produced by its licensed pyrotechnics subcontractor. Axis or its subcontractor shall secure Fire Marshal approval and all required permits prior to the Event and shall provide the City with all associated safety and fallout plans. 16 3.5 Sound. Sound check shall occur between approximately 8:30 a.m. and 9:00 a.m. on the day of the Event. All amplified sound shall comply with the City's noise ordinance at all times. 3.6 Food and Beverage; Free Meals. Axis shall provide no fewer than two (2) food truck vendors, each of which shall hold all licenses and permits required by law and shall provide certificates of insurance in accordance with the Agreement. Axis shall provide no fewer than one thousand (1,000) free meals to Event attendees on a first -come, first -served basis while supplies last. 3.7 Security. Axis shall provide, through its licensed security subcontractor, security personnel for the duration of the Event, including load -in and load -out, sufficient to provide crowd management, screening, and access control for an event of approximately 1,500 attendees, and shall coordinate with the Miami Police Department. 3.8 Attendee WiFi. Axis shall provide complimentary WiFi access for Event attendees at the Premises. 3.9 Marketing. Axis shall market the Event through its social media channels, including Instagram accounts with a combined following in excess of fourteen million (14,000,000) followers. Any use of the City's name, seal, or marks shall require the City's prior written approval. 3.10 Sanitation and Clean -Up. The parties anticipate that the existing restroom facilities at the Premises are sufficient for the anticipated attendance; Axis shall monitor and maintain the cleanliness of such facilities throughout the Event and shall provide supplemental portable units if directed by the City's designated representative. Axis shall perform continuous clean-up during the Event and shall complete all post -Event clean-up and full restoration of the Premises to pre -Event condition no later than 8:00 a.m. on the morning following the Event. Axis shall be responsible for all costs of repairing any damage to the Premises arising from the Event. 3.11 Load-In/Load-Out. Load -in shall occur on the morning of the Event and load -out shall occur on the night of the Event, subject to the restoration deadline in Section 3.10. 3.12 Designated Representative. Axis' Production Manager, Freddy Ospina +1 (786) 301-0634, has been designated as its event manager, who shall be present at the Premises for the duration of the Event, available twenty-four (24) hours during the Event period, and authorized to receive direction from the City and to address deficiencies on site. 4. City Services The City shall provide and fund, at its full responsibility, Police, Fire, and EMT services for the Event. 17 EXHIBIT B COMPENSATION ITEM COST TALENT $ 43,034.00 STAGE/ AUDIO VISUAL AV PRODUCTION $ 46,800.00 Fire Works/Pending Confirmation $ 18,000.00 Food and Catering/Staff & Talent catering included/2 Hours Free for everyone $ 26,000.00 SECURITY $ 3,500.00 CONTENT $ 3,800.00 WIFI $ 10,000.00 Communication / Radio $ 250.00 CLEANING $ 3,500.00 MARKETING $ 28,000.00 Agency Fee (15%)/Includes graphics Desg $ 30,920.10 Artist Transportation $ 1,250.00 POLICE $ 6,500.00 FIRE $ 2,500.00 Staffing& Legal $ 13,000.00 GRAND TOTAL $ 237,054.10 *Compensation for Police and Fire services is tentative and subject to confirmation that Contractor will provide such services. The City may, in its sole discretion, elect to provide these services in -kind in lieu of payment to Contractor. The City will confirm its election no later than two (2) calendar days prior to the Event. 18 EXHIBIT C CERTIFICATE OF INSURANCE INSURANCE REQUIREMENTS AXISMIAMI L.L.C. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required City of Miami listed as additional insured Primary Insurance Clause Endorsement Contingent Exposures Included II. Business Automobile Liability $1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit Umbrella Liability Each Occurrence Policy Aggregate City of Miami listed as additional insured. $3,000,000 $3,000,000 IV. Liquor/Host Liquor Liability $1,000,000 The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance with 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 20 EXHIBIT D COMPANY RESOLUTION AND EVIDENCE OF QUALIFICATION TO DO BUSINESS IN FLORIDA (This Resolution needs to authorize the signatory to sign) LIMITED LIABILITY COMPANY RESOLUTION WHEREAS, AxisMiami L.L.C., a Florida Limited Liability Company ("Company"), desires to enter into an Agreement with the City of Miami substantially in the form of the agreement to which this Resolution is attached; WHEREAS, the manager of Company does hereby certify that the following resolution was duly adopted in accordance with the procedures set forth in the Limited Liability Company Agreement of Company and that said resolution has not been amended, rescinded, or revoked, and is in no way in conflict with the provisions of the Limited Liability Agreement of Company; NOW THEREFORE BE IT RESOLVED that the undersigned, being the manager of Company, does hereby certify that Company is authorized to enter into the Agreement with the City of Miami and that Jencarlos Canela is hereby authorized and directed to execute the Agreement in the name of Company and to execute any other documents and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, thisfay of "Tu,te-- BY: WITNESS: 21 carlos Canela ager i L.L.C. 2026. EXHIBIT E ANTI -HUMAN TRAFFICKING AFFIDAVIT The undersigned affirms, certifies, attests, and stipulates as follows: 1. The entity/individual is a nongovernmental entity authorized to transact business in the State of Florida (hereinafter, "Nongovernmental Entity"). 2. 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 § 287.138, Florida Statutes ("F.S."). 3. The Nongovernmental Entity is not in violation of § 787.06, F.S., titled "Human Trafficking." 4. The Nongovernmental Entity does not use "coercion" for labor or services as defined in § 787.06, F.S. Under penalties of perjury, pursuant to § 92.525, F.S., I declare the following: 1. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements, and representations provided above are true and correct. 2. I am an officer, a representative, or individual of the Nongovernmental Entity authorized to execute this Anti -Human Trafficking Affidavit. FURTHER AFFIANT SAYETH NAUGHT. Nongovernmental Entity: AfthSttk tt L LC_ Name: Title: \?e-SiZerkil--. Signature: Office Address: a---11.E v`l`"‘ Nve_ kP.'- o191 Email Address: \ aiogNe tk+Cse Are( .ctN\ Phone Number: 7% 2 g "O33Lj 22 AXISM-1 OP ID: DO A J RLY CERTIFICATE OF LIABILITY INSURANCE �� DADD/YYYY) 006/036/03/2026 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 727-726-1112 Barber Agency 3902 Tampa Road Oldsmar, FL 34677 Robert A Barber II "Pike" CONTACT Robert A Barber II "Pike" PHONE FAX (A/C, No, Ext): 727-726-1112 (A/C, No):727-726-1113 E-MAIL pike@HospitalitylA.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Zurich American Insurance Comp 16535 INSURED AXISMIAMI LLC 8027 W 14th Avenue Hialeah, FL 33014 INSURER B : American Guarantee & Liability 26247 INSURERC: INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. 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 DDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A A X COMMERCIAL GENERAL LIABILITY FLM5038600-00 06/03/2026 06/03/2027 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) 300,000 $ X Host Liquor MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PEA PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS-COMP/OPAGG $ 1,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO OWNED X SCHEDULED AUTOS AUUTOS ONLY FLM5038600-00 06/03/2026 06/03/2027 COMBINED SINGLE LIMIT (Ea accident) 1,000,000 $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per Pccident $ $ B UMBRELLA LIAB EXCESS LIAB X X O OCCUR CLAIMS -MADE SXS2291521-00 06/03/2026 06/03/2027 EACH OCCURRENCE $ 3,000,000 AGGREGATE $ 3,000,000 DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N / A WC4682367-00 06/03/2026 06/03/2027 X PER STATUTE OTH- ER E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000 000 $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Miami is listed as additional insured with repect to claims arising out of the operations of the named insured, subject to the terms and condtions of the policy. Coverage is on a Primary & Non -Contributory basis. Additional Insured status applies to both General & Excess Liability policies. CERTIFICATE HOLDER CANCELLATION CITYOFM City of Miami 444 SW 2nd Ave 4th Floor 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 /2 4 ,4Z-- ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD A`ORLI CERTIFICATE OF LIABILITY INSURANCE DATE(MM/D /Y YY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If 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 Acrisure Great Lakes Partners Insurance Services 223 West Grand River Ave #1 Howell MI 48843 CONTACT NAME: Jeremy Bryant PHONE FAX 216-658-7100 (A/C, No, Ext): (A/C, No): 216-658-7101 E-MAIL ADDRESS: info@brittongallagher.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Third Coast Insurance Company 10713 INSURED Firepower Displays Unlimited, Inc & Fireworks Displays Unlimited, LLC d/b/a Firepower Displays 14240 SW 256th Street Princeton FL 33032 INSURER B : Accident Fund Insurance Company of America 10166 INSURER c: Allianz Global Corporate & Specialty SE INSURER D: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 89131838 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MMIDD/YYYY) POLICY EXP (MMIDD/YYYY) LIMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY Y Y PYTP0000018-00 11/1/2025 11/1/2026 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $ 500,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE POLICY X LIMIT APPLIES SECT X PER: LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ B AUTOMOBILE X X LIABILITY ANY AUTO ALL OWNED X SCHEDULED Y Y PYAA0000001-00 11/1/2025 11/1/2026 COMBINED SINGLE LIMIT (Ea accident) $ 1 000 000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ C X UMBRELLA LIAB EXCESS LIAB X O OCCUR CLAIMS -MADE Y Y 25ABEX0182 11/1/2025 11/1/2026 EACH OCCURRENCE $ 4,000,000 AGGREGATE $ 4,000,000 DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A WC STATU- TORY LIMITS OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Additional Insured extension of coverage is provided by above referenced General Liability policy where required by written agreement. DISPLAY DATE: July 4, 2026 DISPLAY LOCATION: Curtis Park - 1901 NW 24th Ave, Miami, FL ADDITIONAL INSURED: City of Miami CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Ave 10th Floor Miami FL 33130 USA 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 411/...., ACORD 25 (2010/05) © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AerCZY CERTIFICATE OF LIABILITY INSURANCE nATE IMMrDDrmYJ 04/23/202S 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 en ADDITIONAL INSURED, the pelicytlesl must ha endorsed. I SUBROGATION IS WAIVED, subject to the terms and conditions of the pc 'Icy, certain pollCieS may require an endorsement. A statement on this cenikCate lone riot confer rights to the csrtiBcate holder In lieu ad such endorsement{s1. 2ODiJCER CONTACT NAME: irsl Class insurance Market ;uc°, u . SHP (305) 441-2997 arc Nee (305) 441-6443 101 NW 94h Street E•MIMPRESS- fcimciaaoi com Rini, FL 33128 INSURER, SI AFFORDING Gov ERAG0 hone (305) 441-2897 Fax (305) 441.6443 pas unfit A; SUMMIT SPEICALTY INSURANCE COMPANY SURED INSURER B: AMHAPA SECURITY USA CORP rnsumsc a : L053 NW 43 LANE ORAL,FLORIDA 33178 INSURER 0: INSURERE: INSURER F I OVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLtCIFS OF INSURANCE LISTED BLOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE rOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDmON 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 7HE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAIA CLAIMS. IA TYPE OFNSURNaCn ADDL$UER _JABS 'LUND WI COMMERCIAL GENERAL mature ❑ CLAWS -MADE g. OCCUR GW AGGREGATE LBW APPLIES PER OLI POLICY D TA' ❑ LOC © OTHER AUTOMOBILE LIABILITY 0 ANY ALTO ❑ A ps NED auiH'OECriJLED ❑ NIIdeD AUTOS ❑ NON -OWNED ❑ ❑ ❑ UMBRELLA UAB ❑7 OCCUR 1. I--J ❑ EXCESS LIAB L..CLAIMS-MADE ID QED ❑ RETENTIONS WORKERS COMPENSATION AND EMPLOYERS'LIABNJTY Y!N ANY P2OPRIEYORPARTNIRREEXELUTVE OFFICER/MEMBER EXCLUDED? • '. NIA (M¢ndntery In 1114) — If yo, doKribe midair DESCRIPTION OF OPERATIONS bebw Y POLCY NUMBER'. SCCL005000231700 POLICY EEFF POL Y EX IMMRWY'YY (1MMl� 01/08/2026 J UNITS EACH OCCURRENCE ; 1,000,000.00 DAMAGE TO RENTED SIAM3StS.LEM crAllarlal 3 MED ESP (Wry ele W9rS011)7 5,000.00 01108l2027 SCRIP-7ON OF OPERA110N8 T LOCATIONS !VEHICLES iAttach ACptD 1s1, AddRimal RsmarNA Sehadsts,11 mom space Is required) E CERTIFICATE IS PROOF OF COVERAGE 100,300.00 PERSONAL S ADV INJURY 1 1,000,000.00 CENFRAL. AGGREGATE 7 2,000,000.00 PRODUCTS - COMPEOPAGG S 2,000,000.00 COMDmtlaMSINGLE LIMIT ) BODILY INJURY (Par Amen) e BOMLY INJURY (Per accident) S PROPERTY _ a aeslefenl)RMA(IE EACH OCCURRENCE LAGGREGATE E.L EACHACC1BENT $ E.L DISEASE - EA EMPLOYEE S EL DISEASE - POLICY LIMIT S 9RTIFICATE HOLDER PROOF OF INSURANCE CANCELLATION SNOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACC0ROANCE WITH IRE POLICY PROVISIONS. AUTHORIZED REPRESEIRATN J 81988-2014 ACORD CORPORATION. All rights reserved, ,30RD 26 (2014/01) OF The ACORD name and Ia90 era registered marlin of ACORD 01/16/26 DATE ISSUED FLORIDA DEPARTMENT OF AGRICULTURE AND CONSUMER SERVICES WILTON SIMPSON COMMISSIONER DIVISION OF LICENSING 01/16/29 B 3500442 DATE OF EXPIRATION LICENSE NUMBER BAMBAM SECURITY USA, CORP. 11053 NW 43RD LN DORAL, FL 33178 BELFORT URDANETA, CAROLINA, OTHER THE SECURITY AGENCY NAMED ABOVE IS LICENSED AND REGULATED UNDER THE PROVISIONS OF CHAPTER 493, FLORIDA STATUTES. WILTON SIMPSON COMMISSIONER From: Gomez Jr., Francisco (Frank) To: Gandarilla, Aimee Cc: Quevedo, Terry; Aviles, Yesenia Subject: RE: COI - agreement AxisMiami LLC Date: Monday, June 22, 2026 1:51:00 PM Attachments: ECA AXISMIAMI LLC.docx image002.pnq image003.pnq Hi Aimee, Attached, please find our revisions or edits to the insurance section to coincide with the COI and previous agreements with this vendor. Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management 14 N.E. 1st Avenue 2nd Floor Miami, Florida 33132 (305) 416-1740 Office (305) 416-176o Fax fgomez@miamigov.com From: Gandarilla, Aimee <AGandarilla@miamigov.com> Sent: Monday, June 22, 2026 1:18 PM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Cc: Quevedo, Terry <TQuevedo@miamigov.com>; Aviles, Yesenia <YAviles@miamigov.com> Subject: RE: COI - agreement AxisMiami LLC Hi Frank, Let me know. It's for the agreement attached. Thank you, Aiune� C�aAndcuiiUa 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" From: Gomez Jr., Francisco (Frank) <FGomezmiamigov.com> Sent: Monday, June 22, 2026 1:12 PM To: Gandarilla, Aimee <AGandarillal@miamigov.com> Cc: Quevedo, Terry <TQuevedo(@miamigov.com>; Aviles, Yesenia <YAviles(@miamigov.com> Subject: RE: COI - agreement AxisMiami LLC Hello Aimee, Risk had previously reviewed an agreement with the Bayfront Park Trust involving Axis Miami and the fireworks contractor. Not sure how the other COI applies. Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management 14 N.E. lst Avenue 2nd Floor Miami, Florida 33132 (305) 416-1740 Office (305) 416-1760 Fax fgomez@miamigov.com From: Gandarilla, Aimee <AGandarillaPmiamigov.com> Sent: Monday, June 22, 2026 1:09 PM To: Gomez Jr., Francisco (Frank) <FGomezPmiamigov.com> Cc: Quevedo, Terry <TQuevedoPmiamigov.com>; Aviles, Yesenia <YAvilesPmiamigov.com> Subject: RE: COI - agreement AxisMiami LLC Is this part of the COI Thank you, Aimee ca,ud.cuu.U.c, 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" From: Gandarilla, Aimee Sent: Monday, June 22, 2026 1:00 PM To: Gomez Jr., Francisco (Frank) <FGomezPmiamigov.com> Cc: Quevedo, Terry <TQuevedoPmiamigov.com>; Aviles, Yesenia <YAvilesPmiamigov.com> Subject: COI - agreement AxisMiami LLC Hi Frank, Is the attached all we need for the COI? Thank you, fl,i"nee c.aAlciartilin 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" Olivera, Rosemary From: Gandarilla, Aimee Sent: Tuesday, June 23, 2026 2:30 PM To: Hannon, Todd Cc: Olivera, Rosemary; Brown, Sadie; Ewan, Nicole; Castro, Joseph; Atkison, Nicholas; Del Oro, Jessica Subject: Expert Consultant Agreement AxisMiami LLC (matter 26-1417) Attachments: Expert Consultant Agreement AxisMiami LLC (matter 26-1417).pdf Good afternoon Todd, Please find attached the fully executed copy of the agreement from DocuSign. This electronic copy shall be considered the original for your records. If you have any questions, please do not hesitate to contact me. Please close Matter 26-1417. Thank you, Aimee qamicutitia 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