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PSA Agreement with Slamdance Group DocuSign Envelope ID:20AC3992-80EA-45CC-BDC1-697157FD59E7 M I AM I BEACH Contract/Document Routing Form Contract Title No. Professional Services Agreement—Slamdance Miami Contractor Requesting Department Tourism and Culture Department Department Director Name&Si81:,..: ACM Name&Signature I1 1 Lissette Garcia Arrogante Marcia Monserrat rv(Qy(tt Iv(�(A,SL,yrAt 111 ED5AC282A6E2410 0F73856C5609480... ument T •e Select One) Type 1—Contract,amendment,change order,or task order resulting from a procurement-issued competitive solicitation. Type 2—Other contract,amendment,change order,or task order not resulting from a procurement-issued competitive solicitation. Type 3—Independent Contractor Agreement(ICA) Type 6—Tenant Agreement Type 4—Grant agreements with the City as the recipient Type 7—Inter-governmental agency agreement Type 5—Grant agreements with the City as the grantor X Type 8—Other:Special Events Sponsorship Agreement This PSA is being funded from the Film Incentive Program in the Tourism and Culture budget.The agreement is for 10 deliverables/benefits as noted in Exhibit A.This included support for the Slamdance film festival,as well as for services by Slamdance to curate the list of films for 22-23.This does not include any actual work performed during the film screenings. R= • iginai+Renewals) One(1)Time One(1)Time ding i tion Grant Funded: Yes No State - Federal • Other: unding Source Ds ire Enhancement 1 $10,000 011-0380-000349-25-406-548-00-00-00- Yes X No 2 Yes No 3 Yes No 4 Yes No 5 Yes No 1.For contracts longer than five years,contact the Procurement Department.2.Attach any supporting explanation needed. 3.Budget approval indicates approval for the current fiscal year only.Future years are subject to City Commission approval of the annual adopted operating budget. City Commission Approved: X Yes No Resolution No.: CC Agenda Item No.: _ CC Meeting Date: 2022-32334 R7 B September 28,2022 If no,explain why CC approval is not required: Legal Form Approved: X Yes No I If no,explain below why form approval is not necessary: Compliance Approvals(see attached) Procurement: Grants: II G� {o Nit -. Risk Management: 92OB4A61OEE1463... Fleet&Facilities: Human Resources: Other: DocuSign Envelope ID:20AC3992-80EA-45CC-BDC1-697157FD59E7 ,,, Instructions fors COmpletmg&Routing Contract Coversheet ' ,S , ;'_ _ 1. Every field must be completed.If the requested information is not applicable,enter N/A. 2. It is advisable to confirm the authority to sign,funding/account information,risk management compliance, and controlled purchases(IT or Fleet/Facilities)with the appropriate department prior to routing a document. 3. Attach all supporting documentation(e.g.,resolutions,commission memorandums,etc.)when routing. 4. When creating the workflow in DocuSign,in addition to the department head and applicable assistant/deputy city manager,make sure the individuals(or designees)indicated in the Required Compliance Approvals section below are included in the approval path.Note that compliance approvers must approve prior to the ACM. 5. The City Manager does not need to sign the coversheet. 6. If you have any questions,contact the Procurement Department. f: W RequrredA,Cornpl�ance Approvals .,r , .r When routing documents for approval by the city manager,in addition to the department head and applicable city manager, make sure the following individuals(or designees) are included in the approval path depending on each contract type. Type 1—Contract, amendment, or task order for the purchase of goods or services resulting from a competitive solicitation. • Procurement(Alex Denis) • Budget(Tameka Otto Stewart) • Grants(Judy Hoanshelt)—if the purchase is grant-funded • Controlled purchases— o Facilities and Fleet(Adrian Morales)—if the purchase involves a"facilities"or"vehicle"item o Information Technology(Frank Quintana)—if the purchase involves a technology item Type 2—Other contract or amendment for the purchase of goods or services not resulting from a procurement- issued competitive solicitation. • Procurement(Alex Denis) • Budget(Tameka Otto Stewart). • Risk Management(Sonia Bridges) • Grants(Judy Hoanshelt)—if the purchase is grant-funded • Controlled purchases— o Facilities and Fleet(Adrian Morales)—if the purchase involves a facilities or vehicle item o Information Technology(Frank Quintana)—if the purchase involves a technology item Type 3—Independent Contractor Agreements • Human Resources Director(Marla Alpizar) Type 4—Grant agreements when City recipient • Grants(Judy Hoanshelt) Type 5—Grant agreements when City grantor • As appropriate,depending on grant type Type 6—Tenant agreements • Facilities and Fleet(Adrian Morales) Type 7—Inter-governmental agency agreement • Marcia Montserrat Any other type:Contact the Procurement Department for assistance. Delete this page before routing the coversheet. DocuSign Envelope ID:20AC3992-80EA-45CC-BDC1-697157FD59E7 PROFESSIONAL SERVICES AGREEMENT THE CITY OFMIAMI BEACH FEB 2023 AND SLAMDANCE GROUP FOR "SLAMDANCE MIAMI" This Professional Services Agreement ("Agreement") is entered into this day of , 2023 ("Effective Date"), between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation organized and existing under the laws of the State of Florida, having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139 (the "City"), and Slamdance Group, whose address is 5634 Melrose Avenue, Los Angeles CA 90038 ("the Artist"). SECTION 1 DEFINITIONS Agreement: This Professional Services Agreement between the City and Artist, including any exhibits and amendments thereto. City Manager: The chief administrative officer of the City. City Manager's Designee: The City staff member who is designated by the City Manager to administer this Professional Services Agreement on behalf of the City. The City Manager's designee shall be the Tourism and Culture Department Director. Artist: The entity elected to create the artwork or performance contemplated pursuant to this agreement. For the purposes of this Professional Services Agreement, Artist shall be deemed to be an independent contractor, and not an agent or employee of the City. Services: All services, work and actions by the Artist performed or undertaken pursuant to the Professional Services Agreement. Fee: $10,000.00(Ten Thousand Dollars) SECTION 2 SCOPE OF SERVICES 2.1 In consideration of the Fee to be paid to the Artist by the City,Artist shall provide the work and services described in Exhibit"A" hereto (the "Services"). The Artist may be provided with a schedule to provide its Services. Notwithstanding the foregoing, all Professional Services provided by the Artist shall be performed in accordance with the terms and conditions set forth in Exhibit "A" and to the reasonable satisfaction of the City Manager. If there are any questions regarding the Professional Services to be performed, the Artist should contact the following person: DocuSign Envelope ID:20AC3992-80EA-45CC-BDC1-697157FD59E7 Lissette Garcia Arrogante Director, Tourism and Culture 1755 Meridian Avenue, 5th Floor Miami Beach, Fl 33139 2.2 Artist's Professional Services, and any deliverables incident thereto, shall be completed in accordance with the timeline and/or schedule in Exhibit"A" hereto. SECTION 3 TERM The term of this Professional Services Agreement ("Term") shall commence upon execution of this Professional Services Agreement by all parties hereto (the Effective Date set forth on p. 1 hereof)and shall have no renewal options. Notwithstanding the Term provided herein, the Artist shall adhere to any specific timelines, schedules, dates, and/or performance milestones for completion and delivery of the Professional Services, as same is/are set forth in the timeline and/or schedule referenced in Exhibit"A"hereto. SECTION 4 FEE 4.1 In consideration of the Professional Services to be provided, the Artist shall be compensated a one-time fee in the amount of$10,00.00 (Ten Thousand Dollars). 4.2 The fee is to be paid upon completion of the work and services described in Exhibit A. 4.3 INVOICING Artist must register with the City of Miami Beach as a vendor and submit invoices for compensation. Invoices shall include a detailed description of the Professional Services (or portions thereof) provided, and shall be submitted to the City at the following address: Fernando Pestana, Administrative Services Manager Tourism and Culture Department 1755 Meridian Avenue, 5th Floor Miami Beach, FL 33139 FernandoPestana@miamibeachfi.gov With copy to: Francys Vallecillo,Assistant Director Tourism and Culture Department 1755 Meridian Avenue, 5th Floor Miami Beach, FL 33139 FrancvsVallecillo(gI miamibeachfl.gov DocuSign Envelope ID:20AC3992-80EA-45CC-BDC1-697157FD59E7 SECTION 5 TERMINATION 5.1 TERMINATION FOR CAUSE If the Artist shall fail to fulfill in a timely manner, or otherwise violates, any of the covenants, agreements, or stipulations material to this Professional Services Agreement, the City, through its City Manager,shall thereupon have the right to terminate this Professional Services Agreement for cause. Prior to exercising its option to terminate for cause, the City shall notify the Artist of its violation of the particular term(s)of this Professional Services Agreement and shall grant the Artist ten (10) days to cure such default. If such default remains uncured after ten (10) days, the City may terminate this Professional Services Agreement without further notice to the Artist. Upon termination, the City shall be fully discharged from any and all liabilities, duties, and terms arising out of, or by virtue of, this Professional Services Agreement. Notwithstanding the above, the Artist shall not be relieved of liability to the City for damages sustained by the City by any breach of the Agreement by the Artist. The City, at its sole option and discretion, shall be entitled to bring any and all legal/equitable actions that it deems to be in its best interest in order to enforce the City's rights and remedies against Artist. The City shall be entitled to recover all costs of such actions, including reasonable attorneys' fees. 5.2 TERMINATION FOR CONVENIENCE OF THE CITY THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY TIME DURING THE TERM BY GIVING WRITTEN NOTICE TO ARTIST OF SUCH TERMINATION; WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30) DAYS FOLLOWING RECEIPT BY THE CONSULTANT OF SUCH NOTICE. ADDITIONALLY, IN THE EVENT OF A PUBLIC HEALTH, WELFARE OR SAFETY CONCERN, AS DETERMINED BY THE CITY MANAGER, IN THE CITY MANAGER'S SOLE DISCRETION, THE CITY MANAGER, PURSUANT TO A VERBAL OR WRITTEN NOTIFICATION TO ARTIST, MAY IMMEDIATELY SUSPEND THE SERVICES UNDER THIS AGREEMENT FOR A TIME CERTAIN, OR IN THE ALTERNATIVE, TERMINATE THIS AGREEMENT ON A GIVEN DATE. IF THE AGREEMENT IS TERMINATED FOR CONVENIENCE BY THE CITY, ARTIST SHALL BE PAID FOR ANY SERVICES SATISFACTORILY PERFORMED UP TO THE DATE OF TERMINATION; FOLLOWING WHICH THE CITY SHALL BE DISCHARGED FROM ANY AND ALL LIABILITIES, DUTIES,AND TERMS ARISING OUT OF, OR BY VIRTUE OF, THIS AGREEMENT. 5.3 TERMINATION FOR INSOLVENCY The City also reserves the right to terminate the Agreement in the event the Artist is placed either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of creditors. In such event, the right and obligations for the parties shall be the same as provided for in Section 5.2. DocuSign Envelope ID:20AC3992-80EA-45CC-BDC1-697157FD59E7 SECTION 6 INDEMNIFICATION 6.1 INDEMNIFICATION Artist agrees to indemnify, defend and hold harmless the City of Miami Beach and its officers, employees, agents, and contractors, from and against any and all actions (whether at law or in equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees and costs,for personal,economic or bodily injury,wrongful death, loss of or damage to property,which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other wrongful conduct of the Artist, its officers, employees, agents, contractors, or any other person or entity acting under Artist's control or supervision, in connection with, related to, or as a result of the Artist's performance of the Services pursuant to this Agreement. To that extent, the Artist shall pay all such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses and shall pay all costs and attorneys' fees expended by the City in the defense of such claims and losses, including appeals. The Artist expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Artist shall in no way limit the Artist's responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The parties agree that one percent(1%)of the total compensation to Artist for performance of the Services under this Agreement is the specific consideration from the City to the Artist for the Artist's indemnity agreement. The provisions of this Section 6.1 and of this indemnification shall survive termination or expiration of this Agreement. SECTION 7 LITIGATION JURISDICTIONNENUE/JURY TRIAL WAIVER This Agreement shall be construed in accordance with the laws of the State of Florida. This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. By entering into this Agreement, Artist and the City expressly waive any rights either party may have to a trial by jury of any civil litigation related to or arising out of this Agreement. SECTION 8 LIMITATION OF CITY'S LIABILITY The City desires to enter into this Agreement only if in so doing the City can place a limit on the City's liability for any cause of action, for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds the sum of $10,000. Consultant hereby expresses its willingness to enter into this Agreement with Artist's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of $10,000. Accordingly, and notwithstanding any other term or condition of this Agreement, Artist hereby agrees that the City shall not be liable to the Artist for damages in an amount in excess of$10,000 for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. DocuSign Envelope ID:20AC3992-80EA-45CC-BDC1-697157FD59E7 Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida Statutes. SECTION 9 DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS/PATENT RIGHTS; COPYRIGHT; AND CONFIDENTIAL FINDINGS 9.1 DUTY OF CARE With respect to the performance of the Services contemplated herein, Artist shall exercise that degree of skill, care, efficiency and diligence normally exercised by reasonable persons and/or recognized professionals with respect to the performance of comparable work and/or services. 9.2 COMPLIANCE WITH APPLICABLE LAWS In its performance of the Services, Artist shall comply with all applicable laws, ordinances, and regulations of the City, Miami-Dade County, the State of Florida, and the federal government, as applicable. SECTION 10 GENERAL PROVISIONS 10.1 AUDIT AND INSPECTIONS Upon reasonable verbal or written notice to Artist,and at any time during normal business hours (i.e. 9AM — 5PM, Monday through Fridays, excluding nationally recognized holidays), and as often as the City Manager may, in his/her reasonable discretion and judgment, deem necessary, there shall be made available to the City Manager, and/or such representatives as the City Manager may deem to act on the City's behalf, to audit, examine, and/or inspect, any and all other documents and/or records relating to all matters covered by this Agreement. Artist shall maintain any and all such records at its place of business at the address set forth in the"Notices" section of this Agreement. 10.2 INSPECTOR GENERAL AUDIT RIGHTS (A) Pursuant to Section 2-256 of the Code of the City of Miami Beach,the City has established the Office of the Inspector General which may,on a random basis,perform reviews,audits, inspections and investigations on all City contracts, throughout the duration of said contracts. This random audit is separate and distinct from any other audit performed by or on behalf of the City. (B) The Office of the Inspector General is authorized to investigate City affairs and empowered to review past, present and proposed City programs, accounts, records, contracts and transactions. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor City projects and programs. Monitoring of an existing City project or program may include a report DocuSign Envelope ID:20AC3992-80EA-45CC-BDC1-697157FD59E7 concerning whether the project is on time, within budget and in conformance with the contract documents and applicable law. The Inspector General shall have the power to audit, investigate, monitor,oversee, inspect and review operations,activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the Consultant, its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, the City is allocating a percentage of its overall annual contract expenditures to fund the activities and operations of the Office of Inspector General. (C) Upon ten (10)days written notice to the Artist, the Artist shall make all requested records and documents available to the Inspector General for inspection and copying. The Inspector General is empowered to retain the services of independent private sector auditors to audit, investigate, monitor, oversee, inspect and review operations activities, performance and procurement process including but not limited to project design, bid specifications,(bid/proposal)submittals,activities of the Consultant its officers,agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. (D) The Inspector General shall have the right to inspect and copy all documents and records in the Artist's possession, custody or control which in the Inspector General's sole judgment, pertain to performance of the contract, including, but not limited to original estimate files, change order estimate files, worksheets, proposals and agreements from and with successful subcontractors and suppliers, all project-related correspondence, memoranda, instructions, financial documents, construction documents, (bid/proposal) and contract documents, back-change documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records and supporting documentation for the aforesaid documents and records. (E) The Artist shall make available at its office at all reasonable times the records, materials, and other evidence regarding the acquisition (bid preparation) and performance of this Agreement,for examination, audit, or reproduction, until three(3)years after final payment under this Agreement or for any longer period required by statute or by other clauses of this Agreement. In addition: If this Agreement is completely or partially terminated, the Artist shall make available records relating to the work terminated until three (3) years after any resulting final termination settlement; and ii. The Artist shall make available records relating to appeals or to litigation or the settlement of claims arising under or relating to this Agreement until such appeals, litigation, or claims are finally resolved. DocuSign Envelope ID:20AC3992-80EA-45CC-BDC1-697157FD59E7 (F) The provisions in this section shall apply to the Artist, its officers, agents, employees, subcontractors and suppliers. The Artist shall incorporate the provisions in this section in all subcontracts and all other agreements executed by the Artist in connection with the performance of this Agreement. (G) Nothing in this section shall impair any independent right to the City to conduct audits or investigative activities. The provisions of this section are neither intended nor shall they be construed to impose any liability on the City by the Artist or third parties. 10.3 PUBLIC ENTITY CRIMES Prior to commencement of the Services, the Artist shall file a State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes with the City's Procurement Division. 10.5 NO DISCRIMINATION In connection with the performance of the Services,the Artist shall not exclude from participation in, deny the benefits of, or subject to discrimination anyone on the grounds of race, color, national origin, sex, age, disability, religion, income or family status. Additionally, Artist shall comply fully with the City of Miami Beach Human Rights Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time, prohibiting discrimination in employment, housing, public accommodations, and public services on account of actual or perceived race, color, national origin, religion, sex, intersexuality, gender identity, sexual orientation, marital and familial status, age, disability, ancestry, height, weight, domestic partner status, labor organization membership, familial situation, or political affiliation. 10.6 CONFLICT OF INTEREST Artist herein agrees to adhere to and be governed by all applicable Miami-Dade County Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami-Dade County Code, as may be amended from time to time; and by the City of Miami Beach Charter and Code, as may be amended from time to time; both of which are incorporated by reference as if fully set forth herein. Artist covenants that it presently has no interest and shall not acquire any interest, directly or indirectly, which could conflict in any manner or degree with the performance of the Services. Artist further covenants that in the performance of this Agreement, Artist shall not employ any person having any such interest. No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefits arising therefrom. 10.7 ARTIST'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW (A) Artist shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. (B) The term "public records"shall have the meaning set forth in Section 119.011(12), which means all documents, papers, letters, maps, books, tapes, photographs, films, sound DocuSign Envelope ID:20AC3992-80EA-45CC-BDC1-697157FD59E7 recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business of the City. (C) Pursuant to Section 119.0701 of the Florida Statutes, if the Artist meets the definition of "Contractor" as defined in Section 119.0701(1)(a), the Consultant shall: (1) Keep and maintain public records required by the City to perform the service; (2) Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law; (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the contract term and following completion of the Agreement if the Artist 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 Artist or keep and maintain public records required by the City to perform the service. If the Artist transfers all public records to the City upon completion of the Agreement, the Artist shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Artist keeps and maintains public records upon completion of the Agreement,the Artist shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. (D) REQUEST FOR RECORDS; NONCOMPLIANCE. (1) A request to inspect or copy public records relating to the City's contract for services must be made directly to the City. If the City does not possess the requested records, the City shall immediately notify the Consultant of the request, and the Artist must provide the records to the City or allow the records to be inspected or copied within a reasonable time. (2) Artist's failure to comply with the City's request for records shall constitute a breach of this Agreement,and the City,at its sole discretion, may: (1)unilaterally terminate the Agreement; (2) avail itself of the remedies set forth under the Agreement; and/or(3)avail itself of any available remedies at law or in equity. (3) A Consultant who fails to provide the public records to the City within a reasonable time may be subject to penalties under s. 119.10. (E) CIVIL ACTION. (1) If a civil action is filed against the Artist to compel production of public records relating to the City's contract for services,the court shall assess and award against the Artist the reasonable costs of enforcement, including reasonable attorneys' fees, if: a. The court determines that the Artist unlawfully refused to comply with the public records request within a reasonable time; and b. At least 8 business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the Artist has not complied with the request, to the City and to the Artist. (2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of public records and to the Artist at the Artist's address listed on its contract with the DocuSign Envelope ID:20AC3992-80EA-45CC-BDC1-697157FD59E7 City or to the Artist's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. (3) A Artist who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. (F) IF THE ARTIST HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION: RAFAEL E.GRANADO, CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADOAMIAMIBEACHFL.GOV PHONE: 305-673-7411 10.8 FORCE MAJEURE (A) A "Force Majeure" event is an event that (i) in fact causes a delay in the performance of the Artist or the City's obligations under the Agreement, and (ii) is beyond the reasonable control of such party unable to perform the obligation, and (iii) is not due to an intentional act, error, omission, or negligence of such party, and (iv)could not have reasonably been foreseen and prepared for by such party at any time prior to the occurrence of the event. Subject to the foregoing criteria, Force Majeure may include events such as war, civil insurrection, riot, fires, epidemics, pandemics, terrorism, sabotage, explosions, embargo restrictions, quarantine restrictions, transportation accidents, strikes, strong hurricanes or tornadoes, earthquakes, or other acts of God which prevent performance. Force Majeure shall not include technological impossibility, inclement weather, or failure to secure any of the required permits pursuant to the Agreement. (B) If the City or Artist's performance of its contractual obligations is prevented or delayed by an event believed by to be Force Majeure, such party shall immediately, upon learning of the occurrence of the event or of the commencement of any such delay, but in any case within fifteen (15) business days thereof, provide notice: (i) of the occurrence of event of Force Majeure, (ii) of the nature of the event and the cause thereof, (iii) of the anticipated impact on the Agreement,(iv)of the anticipated period of the delay, and (v)of what course of action such party plans to take in order to mitigate the detrimental effects of the event. The timely delivery of the notice of the occurrence of a Force Majeure event is a condition precedent to allowance of any relief pursuant to this section; however, receipt of such notice shall not constitute acceptance that the event claimed to be a Force Majeure event is in fact Force Majeure, and the burden of proof of the occurrence of a Force Majeure event shall be on the requesting party. (C) No party hereto shall be liable for its failure to carry out its obligations under the Agreement during a period when such party is rendered unable, in whole or in part, by Force Majeure to carry out such obligations. The suspension of any of the obligations under this Agreement due to a Force Majeure event shall be of no greater scope and no longer duration than is required. The party shall use its reasonable best efforts to continue to DocuSign Envelope ID:20AC3992-80EA-45CC-BDC1-697157FD59E7 to terminate a subconsultant shall be an event of default under this Agreement, entitling City to terminate the Artist's contract for cause. (3) A contract terminated under the foregoing Subsection (B)(1) or (B)(2) is not in breach of contract and may not be considered as such. (4) The City or Artist or a subconsultant may file an action with the Circuit or County Court to challenge a termination under the foregoing Subsection (B)(1) or (B)(2) no later than 20 calendar days after the date on which the contract was terminated. (5) If the City terminates the Agreement with Artist under the foregoing Subsection (B)(1), Consultant may not be awarded a public contract for at least 1 year after the date of termination of this Agreement. (6) Consultant is liable for any additional costs incurred by the City as a result of the termination of this Agreement under this Section 10.9. SECTION 11 NOTICES All notices and communications in writing required or permitted hereunder, shall be delivered personally to the representatives of the Consultant and the City listed below or may be mailed by U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally recognized overnight delivery service. Until changed by notice, in writing, all such notices and communications shall be addressed as follows: TO ARTIST: Slamdance Group Peter Baxter 5634 Melrose Avenue Los Angeles, CA 90038 TO CITY: Lissette Garcia Arrogante, Director Tourism and Culture Department 1755 Meridian Avenue, 5tt' Floor Miami Beach, FL 33139 Notice may also be provided to any other address designated by the party to receive notice if such alternate address is provided via U.S. certified mail, return receipt requested, hand delivered, or by overnight delivery. In the event an alternate notice address is properly provided, notice shall be sent to such alternate address in addition to any other address which notice would otherwise be sent, unless other delivery instruction as specifically provided for by the party entitled to notice. Notice shall be deemed given on the date of an acknowledged receipt, or, in all other cases, on the date of receipt or refusal. DocuSign Envelope ID:20AC3992-80EA-45CC-BDC1-697157FD59E7 SECTION 12 MISCELLANEOUS PROVISIONS 12.1 CHANGES AND ADDITIONS This Agreement cannot be modified or amended without the express written consent of the parties. No modification, amendment, or alteration of the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. 12.2 SEVERABILITY If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall not be affected, and every other term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 12.3 WAIVER OF BREACH A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A party's waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement. 12.4 JOINT PREPARATION The parties hereto acknowledge that they have sought and received whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been a joint effort of the parties,the language has been agreed to by parties to express their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. 12.5 ENTIRETY OF AGREEMENT The City and Artist agree that this is the entire agreement between the parties. This Agreement supersedes all prior negotiations,correspondence, conversations, agreements or understandings applicable to the matters contained herein, and there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Title and paragraph headings are for convenient reference and are not intended to confer any rights or obligations upon the parties to this Agreement. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] DocuSign Envelope ID:20AC3992-80EA-45CC-BDC1-697157FD59E7 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first entered above. FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: --14...tak M••• 1NCORP ORATED.'• By. PS.If City Clerk I y Manager `����'"47. FEB 2 8 2023 cH6,,.__ Date: FOR ARTIST: SLAMDANCE GROUP ATTEST: By: eF '64 T27 Print Name a d Title Print Name and Title q 2, 3 Date: APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION • 2/4/23 City Attorney Date DocuSign Envelope ID:20AC3992-80EA-45CC-BDC1-697157FD59E7 List of Exhibits Exhibit A-Proposal DocuSign Envelope ID:20AC3992-80EA-45CC-BDC1-697157FD59E7 MI AM I BEACH SI.AMOANCE 2021 SLAMDANCE MIAMI FOR MIAMI BEACH DocuSign Envelope ID:20AC3992-80EA-45CC-BDC1-697157FD59E7 October 26th,2021 Ms.Veronica Hennig Film & Print Production Liaison Miami Beach 1755 Meridian Avenue, Suite#500 Miami Beach,FL 33139 Mr. Peter Baxter President Slamdance Group 5634 Melrose Avenue Los Angeles, CA 90038 2021 SLAMDANCE MIAMI PROPOSAL FOR MIAMI BEACH This proposal between Slamdance Group ("Slamdance") and Miami Beach is for participation in the Slamdance Miami Film Festival taking place in Miami,FL during October 28th—30th,2021 ("Festival"). I. SPONSORSHIP OVERVIEW Miami Beach shall be recognized as an"Official Sponsor"of the Festival. II. SLAMDANCE BENEFITS TO MIAMI BEACH • Slamdance proposes to provide Miami Beach with the following sponsor benefits: 1.An exclusive fifty percent discount on all Festival tickets for Miami Beach residents. Use code SLAM_MB_21 at checkout at www.northbeachbandshell.com/slamdance; 2. Slamdance to serve as one of the Annual Guest Curators for the 22-23 cycle of the Miami Beach Soundscape Cinema Series. Official screening dates and number of films to be determined in collaboration between Slamdance and Miami Beach; DocuSign Envelope ID:20AC3992-80EA-45CC-BDC1-697157FD59E7 3. Opportunity for a Miami Beach representative to introduce and speak before one (1) Festival screening program at the North Beach Bandshell; 4. Opportunity for Miami Beach to include an item in the official Slamdance Miami filmmaker/VIP gift bags; 5. Slamdance social media promotion of Miami Beach in months leading up to or during the Festival via two (2) posts across Twitter (35K+ followers) ,Facebook (24K+ followers) and Instagram (11K+ followers). Copy and graphics for posts to be determined by Slamdance and Miami Beach; 6. Miami Beach message included in two (2) Slamdance News From Nowhere email newsletter to be sent to Slamdance's 58K+ email subscribers in months leading up to or during Festival; 7.Ahead of every Festival film program,Miami Beach's identity will be screened in Slamdance's Festival trailer; 8.Miami Beach logo included in Slamdance Miami promotional video to be created in months following the Festival and used to promote the next edition of Slamdance Miami; 9.Miami Beach logo included on Slamdance.com Sponsors page for duration of Festival; 10. Five (5)All-Access passes to the Festival for Miami Beach representatives and/or their invited guests. Passes grant access to all festival screenings, ceremonies and parties. Use code SLAMMIAMIFAM at checkout at www.northbeachbandshell.com/. DocuSign Envelope ID:20AC3992-80EA-45CC-BDC1-697157FD59E7 III.PAYMENT In consideration of Miami Beach becoming an Official Sponsor and the proposed benefits,Miami Beach will provide Slamdance with the following: 1. S10,000 for Slamdance benefits. IV.AGREEMENT Based on an acceptance of this proposal or its modification a final sponsor agreement will be formed between Miami Beach and Slamdance for the event running taking place through October 31st,2021. Peter Baxter Aaron Cook villagegreen@slamdance.com aaron@slamdance.corn 323 466 1786 - office 323 466 1786 - office DocuSign Envelope ID:20AC3992-80EA-45CC-BDC1-697157FD59E7 Slamdance Miami—MB Arts&Culture O f o MEAMI B EAC H ARTS .& CULTURE All Events i This event has passed. Slamdance Miami OCTOBER 28, 2021 - October 30, 2021 «Miami City Ballet Presents The Online Premiere Miami City Ballet Presents The Online Premiere Of George Balanchine's A Midsummer Night's Of George Balanchine's A Midsummer Night's Dream Dream» Slamdance Miami is a new,unique film festival celebrating emerging filmmakers from Central and South America, Mexico,the Caribbean,and Florida taking place at the North Beach Bandshell from October 28-30,2021. Slamdance Miami's programming is a collaboration between Slamdance,its alumni, and Miami's arts leaders.This coalition has selected 18 films from filmmakers in 9 countries representing the future of filmmaking.Slamdance Miami's opening night film is Malpaso, directed by Hector M.Valdez from the Dominican Republic. Passes and tickets may be purchased at the cost of$90 for a three-day pass and $15 for tickets to individual screenings,with additional tickets available at the door on the day of events. Discounted passes and tickets are available for Miami Beach residents,seniors, students,frontline workers,and active-duty military. The festival will be presented in-person to a limited audience with COVID-19 protocols in place.The venue is open-air(covered with a canopy)and mask-wearing will be mandatory throughout the entire festival.Bandshell staff and crew follow strict COVID-19 protocols, including mandatory masks while working and rapid-tests for all who have not yet been vaccinated.This event is subject to change based on the COVID-19 situation at the time of the event. Up-to-date information about the festival's COVID policy will be posted on II them Clamrlanrem Miami‘Aiohcitem DocuSign Envelope ID:20AC3992-80EA-45CC-BDC1-697157FD59E7 Slamdance Miami—MB Arts&Culture GMCVB,The Miami Film Commission, FilMiami,0 Cinema, Faena, Miami Media and Film Market& Miami Club Rum. + GOOGLE CALENDAR + ICAL EXPORT Details Venue Organizer Start: Miami Beach Bandshell Slamdance October 28,2021 7275 Collins Avenue End: October 30,2021 Miami Beach, 33141 United States Website: https://www.northbeachba Phone: ndshell.com/events#/even (305)672-5202 is?event_id=44782 Website: https://miamibeachbandsh ell.com/ « Miami City Ballet Presents The Online Premiere Miami City Ballet Presents The Online Premiere Of George Balanchine's A Midsummer Night's Of George Balanchine's A Midsummer Night's Dream Dream » If O f o Join the MB Arts & Culture Newsletter! Enter your email address Submit f - INVOICE Slamdance Group S L Ai M D A N C E 5634 Melrose Avenue Los Angeles,CA 90038 323 466 1786 Attention: Veronica Hennig City of Miami Beach Tourism &Culture Department 1755 Meridian Avenue, Suite#500, Miami Beach, 33139 Date: September 13, 2022 Project Title: Miami Beach Film Incentive Vendor#: 4537 Description Miami Beach Film Incentive for Slamdance Miami,2021 Subtotal $ 10,000 Total $ 10,000 Federal ID Number: 841894551 Terms: 30 Days Payable to: Slamdance Group Thank you! TOURISM AND CULTURE DEPARTMENT DATE: 2/22/2023 TO: Alina Hudak, City Manager Marcia Monserrat, Chief of Staff FROM: Lissette Garcia Arrogante,Tourism and Culture Directo SUBJECT: Professional Service Agreement For: Information Only X Review & Approval X City Manager's Signature Other Comments: ❑ Fee Waiver Memo/Consecutive Day Clause Memo ❑ Street Closure: ❑ Special Event Permits): ® Other: Professional Service Agreement with Slamdance Group ❑ Film Permit: Return to: ❑ Lissette A.x26597 ❑ Francys Vallecillo 26326 ® Jazmine Pena 27577 Date Needed: 2/27/23