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2025 Professional Services Agreement between CMB and Good Musicians Corp for Teacher Appreciation Event Pursuant to Resolution 2024-33306 Docusign Envelope(D:9E13F308-A8B8-4931-A998-95AFF2301016 LO2 t h.131 ccsDocusign Envelope ID:1EDA2645-5D37-45CF-A87D-F23A20836994 �! V 4/18/2025 I 5:25 PM PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND GOOD MUSICIANS, CORP FOR TEACHER APPRECIATION EVENT PURSUANT TO RESOLUTION NO. 2024-33306 Tps18F/358%sslioga sSorp..of Agreement ("Agreement") is entered into this day of ?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 GOOD MUSICIANS, LLC a Florida corporation, whose address is 915 SW 147th Ave, Pembroke Pines,FL 33027 ("Consultant"). SECTION 1 DEFINITIONS Agreement: This Agreement between the City and Consultant, 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 Agreement on behalf of the City. The City Manager's designee shall be the Chief Education and Performance Officer. Consultant: For the purposes of this Agreement, Consultant 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 Consultant performed or undertaken pursuant to the Agreement. Fee: Amount paid to the Consultant as compensation for Services. Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139; telephone number(305) 673-7000, Ext. 6435; and fax number(305)673-7023. 1 Docusign Envelope ID:9E13F3D8-A8B8-4931-A998-95AFF23D1D16 Docusign Envelope ID.1 EDA2645-5D37-45CF-AB7D-F23A20836994 SECTION 2 SCOPE OF SERVICES 2.1 In consideration of the Fee to be paid to Consultant by the City, Consultant shall provide the work and services described in Exhibit"A" hereto (the 'Services"). Although Consultant may receive a schedule of the available hours to provide its Services, the City shall not control nor have the right to control the hours of the Services performed by the Consultant; where the Services are performed (although the City will provide Consultant with the appropriate location to perform the Services); when the Services are performed, including how many days a week the Services are performed; how the Services are performed, or any other aspect of the actual manner and means of accomplishing the Services provided. Notwithstanding the foregoing, all Services provided by the Consultant 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 Services to be performed, Consultant should contact the following person: Dr. Lesie Rosenfeld City of Miami Beach Chief Education and Performance Officer Leslierosenfeld@miamibeachfl.gov (305) 323-2717 2.2 Consultants 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 Agreement ("Term') shall commence upon execution of this Agreement by all parties hereto (the Effective Date set forth on p. 1 hereof), and shall expire upon Consultant's completion of the Services unless extended upon written mutual agreement by the parties. Notwithstanding the Term provided herein, Consultant shall adhere to any specific timelines, schedules, dates, and/or performance milestones for completion and delivery of the 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 Services to be provided, Consultant shall be compensated on a fixed fee basis, in the amount of$4,000. 4.2 The City shall pay the Consultant 100% ($4,000) of the Fee upon Consultant's completion and City's approval of the Services, as is described in EXHIBIT A. 4.3 INVOICING Upon receipt of an acceptable and approved invoice, payment(s) shall be made within forty-five (45) days for that portion (or those portions) of the Services satisfactorily rendered (and referenced in the particular invoice). 2 Docusign Envelope ID:9E13F3D8-A8B8-4931-A998-95AFF23D1D16 Docusign Envelope ID 1EDA2645-5D37-45CF-AB7D-F23A20836994 Invoices shall include a detailed description of the Services (or portions thereof) provided, and shall be submitted to the City at the following address: City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 SECTION 5 TERMINATION 5.1 TERMINATION FOR CAUSE If the Consu.tant shall fail to fulfill in a timely manner, or otherwise violates, any of the covenants, agreements, or stipulations material to this Agreement, the City, through its City Manager, shall thereupon have the right to terminate this Agreement for cause. Prior to exercising its option to terminate for cause, the City shall notify the Consultant of its violation of the particular term(s) of this Agreement, and shall grant Consultant ten (10) days to cure such default. If such default remains uncured after ten (10) days, the City may terminate this Agreement without further notice to Consultant. Upon termination, the City shall be fully discharged from any and all liabilities duties, and terms arising out of, or by virtue of, this Agreement. Notwithstanding the above, the Consultant shall not be relieved of liability to the City for damages sustained by the City for any breach of the Agreement by the Consultant. 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 Consultant. 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 CONSULTANT 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 CONSULTANT, 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, CONSULTANT 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. 3 Docusign Envelope ID:9Et3F3D6-A888-4931-A998-95AFF23DID16 Docusign Envelope ID 1EDA2645-5D37-45CF-AB7D-F23A20836994 5.3 TERMINATION FOR INSOLVENCY The City also reserves the right to terminate the Agreement in the event the Consultant :s 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. SECTION 6 INDEMNIFICATION AND INSURANCE REQUIREMENTS 6.1 INDEMNIFICATION Consultant 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 Consultant, its officers, employees, agents, contractors, or any other person or entity acting under Consultant's control or supervision, in connection with, related to, or as a result of the Consultant's performance of the Services pursuant to this Agreement. To that extent, the Consultant 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 fosses, and shall pay all costs and attorneys' fees expended by the City in the defense of such claims and losses, including appeals. The Consultant expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Consultant shall in no way limit the Consultant'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 Consultant for performance of the Services under this Agreement is the specific consideration from the City to the Consultant for the Consultant's indemnity agreement. The provisions of this Section 6.1 and of this indemnification shall survive termination or expiration of this Agreement. 6.2 INSURANCE REQUIREMENTS The Consultant shall maintain the below required insurance in effect prior to awarding the contract and for the duration of the contract. The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage may be treated as a material breach of the contract, which could result in withholding of payments or termination of the Agreement. A. Workers' Compensation Insurance for all employees of the Consultant as required by Florida Statute Chapter 440 and Employer Liability Insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease. Should the Consultant be exempt from this Statute, the Consultant and each employee shall hold the City harmless from any injury incurred during performance of the Agreement. The exempt Consultant shall also submit (i) a written statement detailing the number of employees aid that they are not required to carry Workers' Compensation insurance and do not anticipate hiring any additional 4 Docusign Envelope lD:9E13fi3D8-A888-4931-A998-95AFF23D1D16 Docusign Envelope ID:1 EDA2645-5D37-45CF-AB70 F23A20838994 employees during the term of this contract or (ii) a copy of a Certificate of Exemption. OR An exemption letter from the state of Florida for organizations with fewer then four employees in their books. This letter will be requested annually. B, Commercial General Liability Insurance on an occurrence basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence, and $2,000,000 general aggregate(to be attached as Exhibit D). C. Automobile Liability insurance covering any automobile, if vendor has no owned automobiles, then coverage for hired and non-owned automobiles, with limit no less than $1,000,000 combined per accident for bodily injury and property damage. Optional based on the scope of work. OR If no business vehicle, Consultant shall provide proof of personal auto insurance (to be attached as Exhibit E). D. Professional Liability (Errors & Omissions) Insurance appropriate to the Consultant's profession, with a limit no less than$2,000,000. Additional Insured - City of Miami Beach must be included by endorsement as an additional insured with respect to all liability policies (except Professional Liability and Workers' Compensation)arising out of work or operations performed on behalf of the contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired or borrowed in the form of an endorsement to the contractor's insurance. Notice of Cancellation - Each insurance policy required above shall provide that coverage shall not be cancelled, except with notice to the City of Miami Beach c/o EXIGIS Insurance Compliance Services. Waiver of Subrogation -Vendor agrees to obtain any endorsement that may be necessary to affect the waiver of subrogation on the coverages required. However, this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. Acceptability of Insurers - Insurance must be placed with insurers with a current A.M. Best rating of A:VII or higher. If not rated, exceptions may be made for members of the Florida insurance Funds (i.e. FWCiGA, FAJUA). Carriers may also be considered if they are licensed and authorized to do insurance business in the State of Florida. Verification of Coverage - Consultant shall furnish the City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time. 5 Docusign Envelope ID:9E13F3D8-A8B8-4931-A998-95AFF23D1D16 Docusign Envelope ID:1 EDA2645-5D37-45CF-AB7D-F23A20836994 CERTIFICATE HOLDER MUST READ: City of Miami Beach c/o Exigis Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 Kindly submit all certificates of insurance, endorsements, exemption letters to our servicing agent, EXIGIS, at: Certificates-miam ibeachAriskworks.com. Special Risks or Circumstances - The City of Miami Beach reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Compliance with the foregoing requirements shall not relieve the vendor of his liability and obligation under this section or under any other section of this agreement. The Consultant is also solely responsible for obtaining and submitting all insurance certificates for any sub-consultants. Compliance with the foregoing requirements shall not relieve the Consultant of the liabilities and obligations under this section or under any other portion of this Agreement. The Consultant shall not commence any work and or services pursuant to this Agreement until all insurance required under this section has been obtained and such insurance has been approved by the City's Risk Manager. SECTION 7 LITIGATION JURISDICTION/VENUE/JURY TRIAL WAIVER This Agreement shall be construed in accordance with the laws of the State of Florida. Tnis 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, Consultant 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 tnis 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 Consultant'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, Consultant hereby agrees that the City shall not be liable to the Consultant for damages in an amount in 6 Docusign Envelope ID:9E13F308-A688-4931-A998-95AFF23D1D/6 Docusign Envelope ID: 1EDA2645-5D37-45CF-AB7D-F23A20836994 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. 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, Consultant 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, Consultant 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. 9.3 PATENT RJGI-1TS; COPYRIGHT; CONFIDENTIAL. FINDINGS Any work product arising out of this Agreement, as well as all information specifications, processes, data and findings, are intended to be the property of the City and shall not otherwise be made public and/or disseminated by Consultant, without the prior written consent of the City Manager, excepting any information, records etc. which are required to be disclosed pursuant to Court Order and/or Florida Public Records Law. All reports, documents, articles, devices, and/or work produced in whole or in part under this Agreement are intended to be the sole and exclusive property of the City, and shall not be subject to any application for copyright or patent by or on behalf of the Consultant or its employees or sub-consultants, without the prior written consent of the City Manager. Consultant shall secure the City Manager's prior written consent in connection with any self- produced marketing or communications materials, including the license to use the City's name and logo ("City's Marks"), in connection with the promotion of the Services during the Term, or following expiration of the Term, in connection with promotional materials to indicate that the City was a client of Consultant. This limited license is personal to Consultant and may not be assigned without the prior written consent of the City Manager. Notwithstanding receipt of written authorization to use the City's Marks in connection with the promotion of the Services and/or Consultant's general services, all City Marks shall remain the property of the City and Consultant shall cease using said City Marks upon the expiration or early termination of this Agreement, or upon the written request of the City Manager. 7 Docusign Envelope ID:9E13F3D8-A8B8-4931-A998-95AFF23D1 D16 Docusign Envelope ID:1EDA2645-5D37-45CF-AB7D-F23A20836994 SECTION 10 GENERAL PROVISIONS 10.1 AUDIT AND INSPECTIONS Upon reasonable verbal or written notice to Consultant, 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. Consultant 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 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 Consultant, the Consultant 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 8 Docusign Envelope ID:9E13F3D8-A8B8-4931-A998-95AFF23D1D16 Docusign Envelope ID 1 EDA2645-5D37-45CF-AB7D-F23A20836994 records in the Consultant'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 Consultant 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 Consultant shall make available records relating to the work terminated until three (3) years after any resulting final termination settlement; and ii. The Consultant 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. (F) The provisions n this section shall apply to the Consultant, its officers, agents, employees, subcontractors and suppliers. The Consultant shall incorporate the provisions in this section in all subcontracts and all other agreements executed by the Consultant 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 Consultant or third parties. 10.3 ASSIGNMENT, TRANSFER OR SUBCONSULTING Consultant shall not subcontract, assign, or transfer all or any portion of any work and/or service under this Agreement without the prior written consent of the City Manager, which consent, if given at all, shall be in the Manager's sole judgment and discretion. Neither this Agreement, nor any term or provision hereof, or right hereunder, shall be assignable unless as approved pursuant to this section, and any attempt to make such assignment (unless approved)shall be void. 10.4 PUBLIC ENTITY CRIMES Prior to commencement of the Services, the Consultant 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. 9 Docusign Envelope ID:9E13F3D8-A8B8-4931-A998-95AFF23D1D16 Docusign Envelope ID:1EDA2645-5D37-45CF-AB7D-F23A20836994 10.5 NO DISCRIMINATION In connection with the performance of the Services, the Consultant 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, Consultant 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 (including independent contractors), housing, public accommodations, public services, and in connection with its membership or policies because of actual or perceived race, color, national origin, religion, sex, intersexuality, gender identity, sexual orientation, marital and familial status, age, disability, ancestry, height, weight, hair texture and/or hairstyle, domestic partner status, labor organization membership, familial situation, or political affiliation. 10.6 CONFLICT OF INTEREST Consultant 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. Consultant 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. Consultant further covenants that in tie performance of this Agreement, Consultant shall not employ any person having any such interest. 10.7 CONSULTANT'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW (A) Consultant 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 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 Consultant 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 Consultant does not transfer the records to the City; (4) Upon completion of the Agreement, transfer, at no cost to the City, all public 10 Docusign Envelope 1D:9E13F3D8-A8B8-4931-A998-95AFF23a1D16 Docusign Envelope ID:1EDA2845-5D37-45CF-AB7D-F23A20838994 records in possession of the Consultant or keep and maintain public records required by the City to perform the service. If the Consultant transfers all public records to the City upon completion of the Agreement, the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Consultant keeps and maintains public records upon completion of the Agreement, the Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. (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 Consultant must provide the records to the City or allow the records to be inspected or copied within a reasonable time. (2) Consultant'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 a Consultant to compel production of public records relating to the City's contract for services, the court shall assess and award against the Consultant the reasonable costs of enforcement, including reasonable attorneys'fees, if: a. The court determines that the Consultant 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 Consultant has not complied with the request, to the City and to the Consultant. (2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of public records and to the Consultant at the Consultant's address listed on its contract with the City or to the Consultant'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 Consultant 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 CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, OR AS TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS 11 Docusign Envelope ID:9E13F3D8-A8B8-4931-A998-95AFF23D1D16 Docusign Envelope ID:1 EDA2645-5D37-45CF-AB7D-F23A20836994 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: RAFAELGRANADO(c�MIAMIBEACHFL.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 Consultant 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 Consultant'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 perform its obligations hereunder to the extent such obligations are not affected or are only partially affected by the Force Majeure event, and to correct or cure the event or condition excusing performance and otherwise to remedy its inability to perform to the extent its inability to perform is the direct result of the Force Majeure event with all reasonable dispatch. 12 Docusign Envelope fa 9E13F3D8-A8B8-4931-A998-95AFF23D1D16 Docusign Envelope ID:1EDA2645-5D37-45CF-AB7D-F23A20836994 (Di Obligations pursuant to the Agreement that arose before the occurrence of a Force Majeure event, causing the suspension of performance, shall not be excused as a result of such occurrence unless such occurrence makes such performance not reasonably possible. The obligation to pay money in a timely manner for obligations and liabilities which matured prior to the occurrence of a Force Majeure event shall not be subject to the Force Majeure provisions. fE) Notwithstanding any other provision to the contrary herein, in the event of a Force Majeure occurrence, the City may, at the sole discretion of the City Manager, suspend the City's payment obligations under the Agreement, and may take such action without regard to the notice requirements herein. Additionally, in the event that an event of Force Majeure delays a party's performance under the Agreement for a time period greater than thirty (30) days, the City may, at the sole discretion of the City Manager, terminate the Agreement on a given date, by giving written notice to Consultant of such termination. If the Agreement is terminated pursuant to this section, Consultant 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. in no event will any condition of Force Majeure extend this Agreement beyond its stated term. 10.9 E-VERIFY (A) To the extent that Consultant provides labor, supplies, or services under this Agreement, Consultant shall comply with Section 448.095, Florida Statutes, "Employment Eligibility" ("E-Verify Statute"), as may be amended from time to time. Pursuant to the E-Verify Statute, commencing on January 1. 2021, Consultant shall register with and use the E- Verify system to verify the work authorization status of all newly hired employees during the Term of the Agreement. Additionally, Consultant shall expressly require any subconsultant performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subconsultant. If Consultant enters into a contract with an approved subconsultant, the subconsultant must provide the Consultant with an affidavit stating that the subconsultant does not employ, contract with, or subcontract with an unauthorized alien. Consultant shall maintain a copy of such affidavit for the duration of this Agreement or such other extended period as may be required under this Agreement. (B) TERMINATION RIGHTS. (1) If the City has a good faith belief that Consultant has knowingly violated Section 448.09(1), Florida Statutes, which prohibits any person from knowingly employing, hiring, recruiting, or referring an alien who is not duly authorized to work by the immigration laws or the Attorney General of the United States, the City shall terminate this Agreement with Consultant for cause, and the City shall thereafter have or owe no further obligation or liability to Consultant. (2) If the City has a good faith belief that a subconsultant has knowingly violated the foregoing Subsection 10.9(A), but the Consultant otherwise complied with such subsection, the City will promptly notify the Consultant and order the Consultant to immediately terminate the contract with the subconsultant. Consultant's failure to terminate a subconsultant shall be an event of default under this Agreement, entitling City to terminate this Agreement for cause. 13 Docusign Envelope ID:9E13F3D8-A8B8-4931-A998-95AFF23D1D16 Docusign Envelope ID:1EDA2645-5D37-45CF-AB7D-F23A20836994 (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 Consultant 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 Consultant 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. 10.10 CONSULTANT'S COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS Consultant agrees to comply with Section 787.06, Florida Statutes, as may be amended from time to time, and has executed the Anti-Human Trafficking Affidavit, containing the certification of compliance with anti-human trafficking laws, as required by Section 787.06(13), Florida Statutes, a copy of which is attached hereto as Exhibit "B". 10.11 PROHIBITION ON CONTRACTING WITH A BUSINESS ENGAGING IN A BOYCOTT Consultant warrants and represents that it is not currently engaged in, and will not engage in, a boycott, as defined in Section 2-375 of the City Code. In accordance with Section 2-375.1(2)(a) of the City Code, Consultant hereby certifies that Consultant is not currently engaged in, and for the duration of the Agreement, will not engage in a boycott of Israel. 10.12 PROHIBITION ON CONTRACTING WITH AN INDIVIDUAL OR ENTITY WHICH HAS PERFORMED SERVICES FOR COMPENSATION TO A CANDIDATE FOR CITY ELECTED OFFICE Consultant warrants and represents that, within two (2) years prior to the Effective Date, Consultant has not received compensation for services performed for a candidate for City elected office, as contemplated by the prohibitions and exceptions of Section 2-379 of the City Code. For the avoidance of doubt, the restrictions on contracting with the City pursuant to Section 2- 379 of the City Code shall not apply to the following: (a) Any individual or entity that provides goods to a candidate for office. (b) Any individual or entity that provides services to a candidate for office if those same services are regularly performed by the individual or entity in the ordinary course of business for clients or customers other than candidates for office. This includes. without limitation, banks, telephone or internet service providers, printing companies, event venues, restaurants, caterers, transportation providers, and office supply vendors. (c) Any individual or entity which performs licensed professional services (including for example, legal or accounting services). 10.13 PROHIBITION AGAINST CONTRACTING WITH FOREIGN COUNTRIES OF CONCERN WHEN AN INDIVIDUAL'S PERSONAL IDENTIFYING INFORMATION MAY BE ACCESSED 14 Docusign Envelope ID:9E13F3D8-A888-4931-A998-95AFF23D1D16 Docusign Envelope ID:1 EDA2645-5D37-45CF-AB7D-F23A20836994 Consultant hereby agrees to comply with Section 287.138, Florida Statutes, as may be amended from time to time, which states that as of January 1, 2024, a governmental entity may not accept a bid on, a proposal for, or a reply to, or enter into, a contract with an entity which would grant the entity access to an individual's personal identifying information (PH), unless The entity provides the governmental entity with an affidavit signed by an officer or representative of the entity under penalty of perjury attesting that the entity does not meet any of the criteria in Paragraphs 2(a)-(c) of Section 287.138, Florida Statutes: (a) the entity is owned by a government of a foreign country of concern; (b) the government of a foreign country of concern has a controlling interest in the entity; or(c) the entity is organized under the laws of or has its principal place of business in a foreign country of concern (each a "Prohibited Entity"). A foreign country of concern is defined in Section 287.138 (1)(c), Florida Statutes, as may be amended from time to time, as the People's Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People's Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic, including any agency of or any other entity of significant control of such foreign country of concern. Additionally, beginning July 1, 2025, a governmental entity may not extend or renew a contract with a Prohibited Entity. Consultant warrants and represents that it does not fall within the definition of a Prohibited Entity, and as such, has caused an authorized representative of Consultant to execute the "Prohibition Against Contracting with Entities of Foreign Countries of Concern Affidavit". incorporated herein by reference and attached hereto as Exhibit"C". 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 CONSULTANT: Philip Bixby President& CEO PHILIP BIXBY INC, (DBA GOOD MUSICIANS, CORP) (305) 332-3741 philip(a�goodmusicians.live 915 SW 147th Ave, Pembroke Pines, FL 33027 TO CITY: Eric Carpenter City Manager City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 With a copy to: Dr. Leslie Rosenfeld Chief Education and Performance Officer City of Miami Beach Docusign Envelope ID:9E13F3D8-A8B8-4931-A998-95AFF23D1D16 Docusign Envelope ID 1EDA2645-5D37-45CF-AB7D-F23A20836994 Ieslierosenfeld(aymiamibeachfl.gov (305) 323-2717 1700 Convention Center Drive Miami Beach, Florida 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. 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 Consultant 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, 16 Docusign Envelope ID:9E13F3D8-A8B8-4931-A998-95AFF23D1D16 Docusign Envelope ID:1 EDA2645-5D37-45CF-AB7D-F23A20836994 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) 17 Docusign Envelope ID:9E13F3D8-A8B8-4931-A998-95AFF23D1D16 Docusign Envelope ID:1EDA2645-5D37-45CF-AB7D-F23A20836994 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: DocuSgned by: By: rafat t Grau t4to gcrar717k. r o ro;c�er City�D erk City Manager 4/18/2025 I 5:25 PM EDT APPROVED AS TO Date: FORM & LANGUAGE & FOR EXECUTION 010125 90,fity Attorney t:e%✓ Date FOR CONSULTANT: PHILIP BIXBY INC. (DBA GOOD MUSICIANS, CORP) ATTEST: Do usbned by: By: 78F8BBBC4D7E402 Philip Bixby President Print Name and Title Print Name and Title Date: 18 Docusign Envelope ID:9E13F3D8-A8B8-4931-A998-95AFF23D1D16 Docusign Envelope ID:1 EDA2645-5D37-45CF-A87D-F23A20836994 EXHIBIT"A" SCOPE OF SERVICES Good Musicians 915 SW 147th Ave Pembroke Pines, Florida oo lr> 4ei wra 33027 United States 3053323741 Good Musicians Performance Contract Services. GOOD MUSICIANS agrees to provide musical entertainment for the Event by performing live music (the "Services") in a professional manner. The Services shall also include the following: • Communication with Client and Client's venue and vendor team for the Event• One walkthrough of the venue with client or planner if requested • Service: 1 RAVE - 4 piece (1 Lead Singer) Details: DJ, Drums, Sax, Lead Singer Professional Sound System • Entertainment starting at 5:00pm and ending at 7:00pm (exclusive of time for set up and breakdown) It is expressly agreed that GOOD MUSICIANS is acting as an independent contractor and not as an employee in providing the Services to Client. Client agrees to reasonably cooperate and communicate, and cause their Event planner to reasonably cooperate and communicate with GOOD MUSICIANS in connection with performance of the Services, which cooperation shall include, without limitation, prompt response to any inquiries or requests for information. 1. Additional Services. Any requests for additional hours of performance time will be granted at GOOD MUSICIANS discretion and cannot be guaranteed. Additional hours of performance time that are added to the Services before the Event will be billed at $200 per hour (or portion thereof), and the additional cost will be added to the Final Payment (as hereinafter defined) or will be immediately due and payable if the Final Payment has already been paid. Additional hours of performance time that are added to the Services on the Event Date will be billed at $300 per 19 Docusign Envelope ID:9E13F3D8-A8B8-4931-A998-95AFF23D1D16 Docusign Envelope ID:1 EDA2645-5D37-45CF-AB7D-F23A20836994 hour (or portion thereof), and the additional cost will be billed to Client after the Event Date and shall be due immediately upon receipt of the same. If Client adds additional hours of performance time to the Services, such addition may result in additional travel, transportation, meal, and accommodations costs. GOOD MUSICIANS will invoice Client for these costs prior to the Event, and payment shall be due and payable within seven (7)days before the date of the event. 2. Payment. In consideration for the Services, Client agrees to pay GOOD MUSICIANS $4000.00 (the "Fee"). (the "Final Payment") must be paid no later than 30 days after services via purchase order to Good Musicians 915 SW 147th Ave. 3. Expenses. Client shall be responsible for paying any fees associated with the Services that are charged by the venue where GOOD MUSICIANS will perform. Client shall also provide parking passes or reimburse any parking fees incurred by GOOD MUSICIANS for the Event. Request List. Client must provide a written music request list to GOOD MUSICIANS at least 4 weeks prior to the Event Date for those songs to be included in GOOD MUSICIANS's programming. While GOOD MUSICIANS shall use reasonable efforts to ensure that Client's requested songs are played, Client acknowledges and agrees that (a) GOOD MUSICIANS cannot guarantee that any specific songs will be played and shall not be liable for GOOD MUSICIANS's failure to play any specific song, (b) the Services are a subjective service, (c) GOOD MUSICIANS shall use their personal, professional judgment to determine what songs to play at the Event, and (d) dissatisfaction with the results of that personal, professional judgment is not cause for termination of this Agreement or a refund. Day-Of Requirements. 1. Unless otherwise agreed by GOOD MUSICIANS, for each area at the venue where GOOD MUSICIANS will be performing the Services, Client shall ensure that GOOD MUSICIANS has a COMPLETELY DRY FLAT SURFACE WITHIN 50 FEET to (4) 20 AMP circuit outlets from a reliable power source. This circuit must be free of all other connected loads. 2. GOOD MUSICIANS requires no less than 3 hours of set up time before the start time of the Services and no less than 1.5 hours to break down at the conclusion of the Services. If GOOD MUSICIANS (i) is not allowed to have this much time for set up and breakdown, or (ii) is required to set up more than 4 hours before the start time of the Services or is not permitted 20 Docusign Envelope ID:9E13F3D8-A8B8-4931-A998-95AFF23D1D16 Docusign Envelope ID: 1EDA2645-5D37-45CF-AB7D-F23A20836994 to break down immediately after the conclusion of the Services, or (iii) has to carry equipment up and down stairs, then GOOD MUSICIANS may charge Client for additional labor. 3. Parking: Client agrees to pay for all parking fees for all GOOD MUSICIANS employees either at valet or metered parking fee reimbursement on the day of the event if applicable 4. Vendor Meals & Green Room: A hot, nutritious meal is required for GOOD MUSICIANS on the day of the Event and a green room or designated space where GOOD MUSICIANS can store their bags, supplied with bottled water, coffee/hot tea, and sodas. If a hot. nutritious meal (Chicken, Steak, Fish with vegetables) is not provided, GOOD MUSICIANS will take an hour break. (Dietary restrictions may apply) 5. Client acknowledges and agrees that GOOD MUSICIANS reserves the right to refuse to perform uncovered/unprotected outdoors. If there is no covering/tent provided, then GOOD MUSICIANS will tear down at their own discretion to protect equipment from Sun, Wind, or Rain damage. 6. Client will ensure that the venue where GOOD MUSICIANS is performing the Services meets all state and federal safety regulations and has any and all necessary music licenses and performance permits. 7. Client acknowledges and agrees that GOOD MUSICIANS is limited by. and will comply with, the rules and regulations of the Event venue and location where the Event takes place, which rules and regulations may include requirements for where GOOD MUSICIANS may set up at the venue, sound levels, and curfews. 8. Safe and Hygienic Work Environment. GOOD MUSICIANS reserves the right to immediately suspend (temporarily) or terminate (depending on the severity of the situation) the Services at any point during the Event planning process or during the Event if any unsafe condition arises. Such unsafe conditions include, but are not limited to, illegal activity (including illegal drug use), acts of violence, possession of weapons or firearms. potential exposure to severe illness or a potentially fatal infectious disease for which there is no ubiquitous cure or vaccine at the time, the Event taking place in an area under quarantine or lockdown restrictions, exposure to severe weather conditions (including unsafe air quality), any condition that puts GOOD MUSICIANS's equipment at risk of being damaged, or any other condition that GOOD MUSICIANS, in its discretion, determines to be unsafe. If such condition occurs and GOOD MUSICIANS elects to temporarily suspend performance of the Services, Client agrees to relieve and hold harmless GOOD MUSICIANS for any compromises in the quality of the Services resulting from this interruption, and Client shall still be responsible for payment in full as outlined in this Agreement. If such 21 Docusign Envelope ID:9E13F3D8-A8B8-4931-A998-95AFF23D1D16 Docusign Envelope ID:1EDA2645-5037-45CF-AB7D-F23A20836994 condition occurs and GOOD MUSICIANS elects to terminate this Agreement, Client shall relieve and hold harmless GOOD MUSICIANS as a result of incomplete Services. and GOOD MUSICIANS shall be entitled to retain all monies paid hereunder and to collect any unpaid portion of the Fee as liquidated damages. The parties acknowledge and agree that GOOD MUSICIANS's damages in the event of such a situation would be difficult or impossible to measure and that the aforesaid liquidated damages are a reasonable estimate of GOOD MUSICIANS's damages and are not intended as a forfeiture or penalty. Notwithstanding the foregoing, a rescheduling or cancellation of the Event or a Force Majeure Event will be governed by those Sections of this Agreement. 9. Harassment. At no time and under no circumstances whatsoever shall GOOD MUSICIANS tolerate abusive, violent. destructive, menacing, or harassing behavior from Client or any person affiliated with Client (e.g., Clients family, friends, guests, or vendors). Client understands and agrees that in the event GOOD MUSICIANS determines, in GOOD MUSICIANS's discretion, that it has suffered any inappropriate behavior by Client or any other person affiliated with Client during the Event planning process or at the Event, the following process shall be followed: (a) first offense: GOOD MUSICIANS will discuss the situation with Client discretely and a verbal warning will be issued to Client; and (b) second offense: GOOD MUSICIANS shall be entitled to terminate this Agreement. In such event, Client shall relieve and hold harmless GOOD MUSICIANS as a result of incomplete Services, and GOOD MUSICIANS shall be entitled to retain all monies paid hereunder and to collect any unpaid portion of the Fee as liquidated damages. The parties acknowledge and agree that GOOD MUSICIANS's damages in the event of such a situation would be difficult or impossible to measure and that the aforesaid liquidated damages are a reasonable estimate of GOOD MUSICIANS's damages and are not intended as a forfeiture or penalty. 10. Model Release. Client agrees that GOOD MUSICIANS may record, produce. or use any images (photo or video) from the Event (including those with Client's and Client's guests' likenesses) for GOOD MUSICIANS's portfolio, advertising, website, social media, blog and magazine submissions, and for any other means of promotion. Client waives any right to payment, royalties or any other consideration for the use of the images and the right to inspect or approve the finished product where Client's or Client's guests' likeness appears. To the fullest extent permitted by law, Client shall and hereby does indemnify, defend, and hold harmless GOOD MUSICIANS and its employees, members. directors, officers, or agentsfrom and against any partners, contractors, and 9 22 Docusign Envelope ID:9E 13F3D8-A888-493I-A998-95AFF23D 1016 Docusi n Envelope ID:1EDA2645-5D37-45CF-AB7D-F23A20836994 and all liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' fees) arising out of or related to GOOD MUSICIANS's use of Client's or Clients' guests' likeness as permitted by this Section. Notwithstanding the foregoing, GOOD MUSICIANS agrees to obtain permission to use any photos or video from the Event from the applicable photographer or videographer, and Client shall assist GOOD MUSICIANS in obtaining such permission if needed. Rescheduling of the Event. 1. If Client reschedules the Event for any reason (including due to a Force Majeure Event, as defined below), Client will work in good faith with GOOD MUSICIANS to find a mutually agreeable and available new date that falls within 3 months of the original Event Date. After good faith discussions to identify a mutually agreeable and available new date, if GOOD MUSICIANS is not available on Client's preferred new date, then GOOD MUSICIANS shall have the right to provide a competent, professional substitute band or entertainment service. 2. In the event of a mutually agreeable rescheduling of the Event, all amounts previously paid shall be transferred to such new date, and GOOD MUSICIANS may increase the Fee in GOOD MUSICIANS's discretion to account for (i) any additional work required due to the rescheduling of the Event, (ii) performing the Services for an additional period of time, and (iii) any standard year-over-year increase in GOOD MUSICIANS's rate based on the new Event Date. 3. If Client reschedules the Event for any reason (including due to a Force Majeure Event), and Client and GOOD MUSICIANS cannot find a mutually agreeable date after good faith efforts to do so (and GOOD MUSICIANS does not provide a substitute), or if Client's preferred new date is more than 3 months after the original Event Date, or if Client reschedules the Event more than once the parties agree that such situation shall be treated as a cancellation, as outlined below. Cancellation of the Event. 1. If Client cancels the Event for any reason (including due to a Force Majeure Event), Client shall notify GOOD MUSICIANS of such cancellation in writing. In the event of such cancellation. Client agrees that any amounts paid to GOOD MUSICIANS prior to such date shall be nonrefundable and the parties shall enter into a termination agreement to terminate this Agreement. 2. If Client cancels the Event for any reason (including due to a Force Majeure 23 Docusign Envelope ID:9E13F3D8-A8B8-4931-A998-95AFF23D1D16 Docusign Envelope ID:1 EDA2645-5D37-45CF-AB7D-F23A20836994 Event) less than 6 months prior to the Event Date, Client shall immediately pay GOOD MUSICIANS 25% of $3200 of the remainder of the Fee as liquidated damages. 3. If Client cancels the Event for any reason (including due to a Force Majeure Event) 3 months or less prior to the Event Date, Client shall immediately pay GOOD MUSICIANS 50% of $3200 the Fee (if not previously paid) as liquidated damages. �+. The parties acknowledge and agree that GOOD MUSICIANS's damages in the event of Client's cancellation of the Event would be difficult or impossible to measure and that the aforesaid liquidated damages are a reasonable estimate of GOOD MUSICIANS's damages and are not intended as a forfeiture or penalty. Client agrees that GOOD MUSICIANS s right to retain any or all of the Fee shall not be impacted by GOOD MUSICIANS's ability to book another job on the Event Date. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] 24 Docusign Envelope ID:9E13F3D8-A8138-4931-A998-95AFF230l016 Docusign Envelope ID:1EDA2645-5D37-45CF-AB7D-F23A20836994 EXHIBIT "B" ANTIHUMAN TRAFFICKING AFFIDAVIT In accordance with Section 787.06 (13), Florida Statutes, the undersigned, on behalf of Consultant hereby attests under penalty of perjury that Consultant does not use coercion for labor or services as defined in Section 787.06, Florida Statutes. entitled "Human Trafficking". I understand that I am swearing or affirming under oath to the truthfulness of the claims made in this affidavit and that the punishment for knowingly making a false statement includes fines and/or imprisonment. The undersigned is authorized to execute this affidavit on behalf of Consultant. CONSULTANT: GOOD MUSICIANS. LLC, a Florida limited liability corporation. 915 Sw 147th Ave Pembroke Pines, FL 33027 Philip Bixby President Name/Title: _ (Address) Florida State of Broward County of The foregoing instrument was acknowledged before me by means of 0 physical presence or 0 online notarization, this day of 202_ by , as of GOOD MUSICIANS, LLC, a Florida limited liability corporation, known to me to be the person described herein, or who produced_ as identification, and who did/did not take an oath. NOTARY PUBLIC: (Signature) (Print Name) My commission expires: _ 25 Docusign Envelope ID:9E13F3D8-A8B8-4931-A998-95AFF23D1D16 Docusign Envelope ID:1EDA2645-5D37-45CF-AB7D-F23A20836994 EXHIBIT"C" PROHIBITION AGAINST CONTRACTING WITH FOREIGN COUNTRIES OF CONCERN AFFIDAVIT In accordance with Section 287.138, Florida Statutes, incorporated herein by reference, the undersigned, on behalf of Consultant, hereby attests under penalty of perjury that Consultant does not meet any of the following criteria in Paragraphs 2(a)-(c) of Section 287.138, Florida Statutes: (a)Consultant is owned by a government of a foreign country of concern; (b)the government of a foreign country of concern has a controlling interest ,n Consultant; or (c) Consultant is organized under the laws of or has its principal place of business in a foreign country of concern. I understand that I am swearing or affirming under oath, under penalties of perjury, to the truthfulness of the claims made in this affidavit and that the punishment for knowingly making a false statement includes fines and/or imprisonment. The undersigned is authorized to execute this affidavit on behalf of Consultant. CONSULTANT: GOOD MUSICIANS, LLC, a Florida I:mited liability corporation. 915 Sw 147th Ave Pembroke Pines, FL 33027 Philip Bixby president Name/Title: (Address) Florida State of Broward County of The foregoing instrument was acknowledged before me by means of❑ physical presence or E online notarization, this day of , 202_by , as , of GOOD MUSICIANS, LLC, a Florida limited liability corporation, known to me to be the person described herein, or who produced __as identification, and who did/did not take an oath. NOTARY PUBLIC: (Signature) (Print Name) My commission expires: 26 Docusign Envelope ID:9E13F3D8-A8B8-4931-A998-95AFF23D1D16 Docusign Envelope ID:1 EDA2645-5D37-45CF-AB7D-F23A20836994 Au,uhntent A [lccctnhY 1024 CITY OF MIAMI BEACH PRODUCED EVENTS MBCC RENTAL DISCOUNT/WAIVER APPLICATION DATE OF REQUEST January 8,2025 NAME OF EVENT: City of Miami Beach Teacher Appreciation Event DATES)OF EVENT: May,12.2025 TIME OF EVENT: 4PM(Doors Open) ESTIMATED ATTENDANCE: 500-800(Pending RSVPsi REQUESTED MBCC SPACE(S). Grand Ballroom I Sunset Ballroom(if fewer than 600 guests) DEPARTMENT NAME: Education and Performance Initiatives I Finance DIRECTOR'PHONE: Dr.Leslie Rosenfeld.(305)3232717 EMAIL: 1�oEt_oio}gDtelsegnntiam(beectpt.guv ACMIDCM: Jason Greene(CFO) TOTAL EVENT BUDGET: 820,000 PLEASE PROVIDE A BRIEF EXPLANATION OF WHY ANOTHER CMB PROPERTY COULD NOT ACCOMMODATE THIS EVENT The number of anticipated attendees and the irrlernon of the event require the dtlization of the Convention Center PLEASE PROVIDE A BRIEF EVENT BACKGROUND:At its November 1d.2021 meeting,the C.ty's Commttee for Crustily Educa:ion unanimously adopted a motion requesting the Mayor and City to collaborate with local partners and the Gty's Parks and Recreabor• Department to agonize a teacher appreciator event during the month of May on an annual basis Teacher Appreciation Wee.lakes place countrywide in the first full week of May and National Teacher's Day is celebrated or every Tuesday of that week Approved ul the September 16,2024 City Commission meeting,and Reeolutro',No.2024-33704 during budget approve,process REQUIRED ATTACHMENTS: ▪ Even:budget for the requested discount or waiver The budget must disclose all sources and uses of funds related to the event.inducting the use of the-equest rent discount or waiver • List of all corporate and private sponsorships and in-kind contributions tc ne used for the event.Backup materials for the sponsorships and in-kind contr buttons must be included. CERTIFICATION I SIGNATURE I certify that at information conta.ned in this anpi cat on and aaecnmen:s are true and accurate,and that I an,eutl'urued hereto to execute this application NAME TITLE: Leslie Rosenfeld Chief education Officer (Please Pnnt) SIGNATURE:DATE -' 1/9/1025 I 11:54 AN EsT ru.u-,a.r (')12aas ap0fnrt_eStreDl91ed 8110113116)11M1D_reithefALMIAChrhOPIEVit epler1.10: Director,Economic Development Department 'Any changes to the event details in this application(attendance.dens.discounts,etc.)must ue approved in wr tiny prier to:he even: Failure to secure approval will result in revocation of the rental Mener and discount.A department may app,y more than once per calendar year.This waiver covers MBCC rental fees only.Pious note that CMB event dates may be moved to accommodate a revenue-producing event. FOR INTERNAL USE ONLY: OATE(S)OF EVENT AVAILABLE: !C S TIME OF EVENT AVAILABLE: _ Financial Information Provided the event ouoyet for the requester discount or waiver. The budget must disclose all sources and uses of funds related to the event.including the use of the request rent discount or waiver. _ Disclosed all corporate and Private sponsorships and in-kind contributions to be used for the event Back-up materials for the sponsorships and in-kind contnbutons must be included Rental Fees: __-4 _ . J Z a 2446' Approved:Initial&Date:MBCC r.• rat Manager — _ 01/17/25 Economic Developmer - ED ACM —40111.1 ur Si/23 ACM. - City Manager rAC: 2/6/25 Docusign Envelope ID:9E13F3D8-A8B8-4931-A998-95AFF23D1D16 Docusign Envelope ID:1 EDA2645-5D37-45CF-AB7D-F23A20836994 Docusign Envelope ID-56D42003-6524-4478-928B-40636C5F8882 RESOLUTION NO. 2024-33306 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING, PURSUANT TO INVITATION TO NEGOTIATE (ITN) NO. 2023-338-ND, THE MANAGEMENT AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND GLOBAL SPECTRUM L.P. D/B/A SPECTRA VENUE MANAGEMENT D/BIA OVG360(A DIVISION OF OAK VIEW GROUP) FOR THE MANAGEMENT AND OPERATION OF THE MIAMI BEACH CONVENTION CENTER AND CAMPUS SUBSTANTIALLY IN THE FORM ATTACHED TO THIS RESOLUTION;AND FURTHER AUTHORIZING THE CITY MANAGER AND CITY CLERK TO FINALIZE AND EXECUTE THE MANAGEMENT AGREEMENT. WHEREAS, Global Spectrum, L.P. was founded in 1994 as a management consulting firm, and WHEREAS, the City and Global Spectrum L.P ("Global") are parties to a Management Agreement, dated October 7, 2013, pursuant to which the City engaged Global to manage and operate the Miami Beach Convention Center(the Management Agreement, as so amended and modified, referred to herein as the"Agreement"); and WHEREAS, the initial term of the Agreement was three(3)years, ending on September 30, 2016, subject to the City's right to extend the term for an additional two(2)years; and WHEREAS, on October 21, 2015, via Resolution No. 2015-29191, the Mayor and City Commission approved Amendment No. 1 to the Agreement, extending the term thereof through September 30, 2020, and WHEREAS, on September 23, 2016, the City terminated Global's responsibilities as manager and operator of the Colony Theater effective, September 30, 2016; and WHEREAS, on September 12, 2018, via Resolution No.2018-30508, the Mayor and City Commission approved Amendment No. 2 to the Agreement, extending the term thereof through September 30, 2022; and WHEREAS, on September 11, 2019, in Resolution No 2019-30986, the Mayor and City Commission approved Amendment No. 3 to the Agreement, approving an increase in Global's monthly imprest (fixed balance) amount and establishing a Global funded annual internship contribution; and WHEREAS, on June 23, 2021, in Resolution No. 2021-31754, the Mayor and City Commission approved Amendment No. 4 to the Agreement providing for the management and maintenance, by Global, of Collins Canal Park, the two (2) clubhouse buildings formerly known as the Carl Fisher Clubhouse and Little Stage Theaters, and Pride Park, including the mangroves along Collins Canal within the footprint of the park; and provided for an additional annual management fee of seventy-five thousand dollars ($75,000) in consideration of the additional scope, and extended the term of the Agreement to March 31, 2024; and WHEREAS, extending the term of the agreement for 18 months resulted in the misalignment of the term of the Agreement with the City's fiscal year, and Docusign Envelope la 9E 13F3D8-A888-4931-A998-95AFF23D 10 16 Docusign Envelope ID:1EDA2645-5D37-45CF-AB7D-F23A20836994 Docusign Eovetope ID 56D42D03-B524-447B-926B•40636C5F8882 WHEREAS, in June 2022, Gfobai notified the City of a merger between Global and Oak View Group and its intent to operate and manage the Miami Beach Convention Center under the fictitious name"0VG360"; and WHEREAS, on May 19, 2023, Invitation to Negotiate(ITN)No. 2023-338-ND was issued, as authorized by the City Commission, seeking proposals from convention `acility management companies capable of providing a full range of comprehensive management, operations and maintenance services; and WHEREAS, on September 13, 2023, the Mayor and City Commission awarded ITN No. 2023-338-ND, authorizing the Administration to enter into negotiations with Global as the sole proposer; and WHEREAS, on February 21, 2024, in Resolution No. 2024-32912, the Mayor and City Commission approved Amendment No. 5 to the Agreement to extend the term of the Agreement by six(6)months and align it with the City's fiscal year and the related Sodexo Live! and GMCVB agreements; and WHEREAS,on September 11,2024,the Mayor and City Commission,through Resolution No. 2024-33232, approved Amendment No. 6 extending the Agreement on a month to month basis, not to exceed three(3)months, from October 1, 2024 through December 31,2024 to ailow the parties additional time to finalize the key terms of the new agreement; and WHEREAS, on September 11, 2024, the City Commission also determined that Pride Park be managed and operated by the City's Parks and Recreation Department; and WHEREAS, currently, Global is providing management services to the City, and the City is satisfied with its work over the term of the previous agreement; and WHEREAS, as manager of the Miami Beach Convention Center, Global has hosted hundreds of events, including Art Basel Miami Beach, Super Bowl LIV Fan Experience,the Miami International Boat Show, and recently, the Adobe Max Creativity Conference; and WHEREAS, Global has developed the Miami Beach Convention Center into a nationally recognized top tier convention center, earning numerous awards and recognitions from meeting publications around the country, including the Association, Convention & Facilities Magazine's 2023 Distinctive Achievement Award; and WHEREAS, Global's effective management of the Miami Beach Convention Center Campus, and collaborations with the Miami Beach Botanical Garden have attracted new events and industries to the City, enhancing the ability to host dynamic events of all sizes; and WHEREAS, with the Convention Center hotel development in progress, OVG360's collaboration promises a positive integration of this City asset to the operation of the campus;and WHEREAS, specific key terms in the new agreement include a five-year agreement with two-year extension upon mutual agreement of the parties, General Management Services, a Management Fee, and a seven category Incentive Fee; and WHEREAS, entering into a new agreement with Global, under the negotiated financial terms and performance metrics,will enhance the commercial management of the asset; heighten Docusign Envelope tD:9E13F3D8-A8B8-493f-A998-95AFF23QW1316 Docusign Envelope ID:1 EDA2645-5D37-45CF-AB7D-F23A20836994 Docusign Ewelope ID 56042003-B524-447B•92BB•40636C5F6882 engagement in the review and approval of personnel and induce Global to be more fiscally prudent, innovative, and competitive; and WHEREAS, the new agreement will reward creative and pioneering collaborations, programming, and facility improvements as well as partnerships between the City, the Greater Miami Convention and Visitors Bureau ("GMCVB"), and Sodexo Live+ that yield significant customer satisfaction resulting in increased sales, food and beverage concessions revenues, reputation, and more; and WHEREAS, the implementation of more sustainability initiatives throughout the campus will ensure a reduction on environmental impact, enhance resource efficiency, and expand the MBCC responsible green reputation and metrics tracking;and WHEREAS, the new agreement will ensure Global mitigate cybersecurity risks, data breaches, financial losses, and legal liabilities by including data protection requirements, breach notification protocols, liability and indemnity clauses,and compliance with laws. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, approve, pursuant to invitation to negotiate(ITN) No. 2023-338-nd, the management agreement between the City of Miami Beach and Global Spectrum L.P d/b/a Spectra Venue Management d/b/a OVG360 (a division of Oak View Group) for the management and operation of the Miami Beach Convention Center and Campus substantially in the form attached to this resolution; and further authorize the City Manager and City Clerk to finalize and execute the management agreement. PASSED AND ADOPTED this fC) day of t%G7O6Pr 2024 ATTEST: 7\14 NOV 0 5 2024 Rafael E. Granado, City Clerk Steven Meiner, Mayor �•, APPROVED AS TO FORM&LANGUAGE ,INCo3PtCRAiE?' ' XECUTION � 9` IoJzt)zoz¢- Attorney .9 Date Docusign Envelope ID:9E13F3D8-A8B8-4931-A998-95AFF23D1 D16 Docusign Envelope ID:1 EDA2645-5D37-45CF-AB7D-F23A20836994 MI AM I BEACH Contract/Document Routing Form Contract No. Good Musicians Agreement(Teacher Appreciation Event) ry + 1 ' Good Musicians(Philip Bixby) Education.&Performance Initiatives De. rim e-Docuslpn.9 r p— Dr.Leslie Rosenfelt Jason Green# jaSOIn, a t UU, . —194824CA930744F 2119893138C448F _ thiT:1,l l�Jjilt:' 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 I X Other:Education Agreement ry&P1 ach memo if additional space Is necessary) ;, This agreement allows Good Musicians to provide services during the May 12,2025 Teacher Appreciation event hosted by the City of Miami Beach Education and Performance Initiatives division.Resolution No.2024.33306 passed on October 30,2024 authorizes the City of Miami Beach to utilize funds to host the Teacher Appreciation event at the Miami Bech Convention Center,allocating the$20,000 funding for the event. Original Term Renewal Periods Total Term(Original+Renewals) Fund)nigkftmation Grant Funded: © Yes No State MI Federal El Other: , Cost& u'�nding Sou. 11 ." ttr. qnfi • Require Enhancement_11 1 $4,000 177-6881-000343-12-400-582-00-00-00- ,• _123111_ No 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 operatin:budget. City Commission Approved: X Yes No Resolution No.: CC Agenda Item No.: CC Meeting Date: 2024-33306 10/30/2024 If no,explain why CC approval is not required: Legal Form Approved: X Yes No If no,explain below why form approval is not necessary: Compliance Approvals(f attached) Procurement: N/A Grants: N/A Budget:Tameka Otto N/ ^+ Information Technology: N/A Stewart rau4c..6.t9fe Stu,'of Risk Management:Mar N/ 'n`•"'" ' Fleet&Facilities: N/A Chevaliar hla✓t CluAkatiu, DCANa1i V,5408 Human Resources: N/� Other: N/A