Resolution 2018-30554 RESOLUTION NO. 2018-30554
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, ACCEPTING THE CITY MANAGER'S
RECOMMENDATION (AS SET FORTH IN THE CITY COMMISSION
MEMORANDUM ACCOMPANYING THIS RESOLUTION) AND WAIVING, BY
517TH VOTE, THE FORMAL COMPETITIVE BIDDING REQUIREMENT, FINDING
SUCH WAIVER TO BE IN THE BEST INTEREST OF THE CITY, AND
APPROVING, IN SUBSTANTIAL FORM, THE AGREEMENT BETWEEN THE
CITY AND NRG FITNESS NETWORK, INC. HAVING AN INITIAL TERM OF
ONE (1) YEAR, WITH TWO (2) ADDITIONAL ONE-YEAR RENEWAL TERMS,
AT THE CITY'S OPTION, TO PROMOTE FITNESS SERVICES FOR THE
CITY'S WELLNESS PROGRAM, IN THE AMOUNT NOT TO EXCEED
$86,400.00 ANNUALLY; AND FURTHER AUTHORIZING THE MAYOR AND
CITY CLERK TO EXECUTE THE FINAL AGREEMENT.
WHEREAS, the City's Wellness Program began January 2016, and
WHEREAS, the service was administered by Humana, the City's healthcare provider at
that time; and
WHEREAS, Humana recommended the services of NRG Fitness Network, Inc. (NRG
Fitness), who developed and managed their first on-site wellness training program; and
WHEREAS, the Human Resources Department engaged NRG Fitness, on a trial basis to
implement a large group training program for employees; and
WHEREAS, during the first year, NRG Fitness designed and implemented a program
catered to the needs of City employees which included lunch and learn seminars and physical
training classes for beginners, intermediate and advanced level employees; and
WHEREAS, since the time NRG Fitness began providing wellness services for the City of
Miami Beach, the number of employees engaged in the wellness program and physical training
activities has grown each year; and
WHEREAS, NRG Fitness has trained an average of 350 employees per month, with an
average growth of 16% per month; and
WHEREAS, these fitness services have contributed to the City's acknowledgement ,in
the South Florida Business Journal, as being among the Top 10 Healthiest Employers in South
Florida in 2017 and 2018; and
WHEREAS, NRG Fitness services currently consist of three sessions a day on Tuesdays
and Thursday, periodic beach work-outs, "Take Your Child to Work Day' 30-minute workout and
other educational and wellness coaching that is necessary to advance the City's wellness
initiatives; and
WHEREAS, the Administration recommends waiving, by 5/7th vote, the formal
competitive bidding requirement, as being in the best interest of the City, and approving, in
substantial form, the Agreement with NRG Fitness, a copy of which is attached to the City
Commission Memorandum accompanying this Resolution.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby accept the City Manager's recommendation (as set forth in the City
Commission Memorandum accompanying this Resolution) and waive, by 517th vote, the formal
competitive bidding requirement, finding such waiver to be in the best interest of the City, and
approve, in substantial form, the Agreement between the City and NRG Fitness Network, Inc.,
having an initial term of one (1) year, with two (2) additional one-year renewal terms, at the
City's option, to provide fitness services for the City's wellness training program, in the amount
not to exceed $86,400.00 annually; and further authorize the Mayor and City Clerk to execute
the final Agreement.
PASSED and ADOPTED this 17° day of October, 2018.
aaC2Z..‘
Dan Gelber, Mayor
ATTEST:
/ ( la ly
Rafael'E. onado,eit�Clerk
PNg T
•
ICOyi'* --
RATED!
r C�/26," ./,
APPROVED AS TO
FORM & LANGUAGE
&FOR EXECUTION
.1 C-- ra-lrtk
City Attorney Date
Resolutions - C7 AK
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: October 17, 2018
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, ACCEPTING THE CITY MANAGER'S
RECOMMENDATION (AS SET FORTH IN THE CITY COMMISSION
MEMORANDUM ACCOMPANYING THIS RESOLUTION), AND WAIVING, BY 5/7TH
VOTE, THE FORMAL COMPETITIVE BIDDING REQUIREMENT, FINDING SUCH
WAIVER TO BE IN THE BEST INTEREST OF THE CITY, AND APPROVING, IN
SUBSTANTIAL FORM, THE AGREEMENT BETWEEN THE CITY AND NRG
FITNESS NETWORK, INC. FOR THE CITY'S WELLNESS TRAINING PROGRAM;
AND FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE
THE FINAL AGREEMENT.
RECOMMENDATION
Approve the Resolution.
ANALYSIS
The City's Wellness Program began January 2016, a service administered by Humana, the City's
healthcare provider at that time. Humana recommended the services of NRG Fitness Network, Inc.
(NRG Fitness),who developed and managed their first on-site wellness training program.
Peter Ware, the program director for NRG Fitness is a national strength and conditioning coach and
IFPA certified (International Fitness Professionals Association), as well as a level two Certified
Advanced Kettlebell instructor. Some of Peters' specialties are functional training, strength training,
and sports rehabilitation. He has rendered similar services for other local companies (private and
government).
The Human Resources department engaged NRG Fitness on a trial basis to implement a large
group training program for employees. During the first year, NRG Fitness designed and implemented
a program catered to the needs of City employees which included lunch and learn seminars and
physical training classes for beginners, intermediate and advanced level employees. To promote
employee engagement NRG Fitness created drone footage and photos from sessions to showcase
highlight videos that were posted via City email as well as You Tube and Facebook.
Since the time NRG Fitness began providing wellness services for the City of Miami Beach, the
number of employees engaged in the wellness program and physical training activities has grown
each year. NRG Fitness has trained an average of 350 employees per month, with an average
growth of 16% per month. Their services have assisted the City in being named among the Top 10
Healthiest Employers in South Florida in 2017 and 2018. NRG Fitness services currently consist of
Page 638 of 1637
three sessions a day on Tuesdays and Thursday, periodic beach work-outs, "Take Your Child to
Work Day" 30-minute workout and other educational and wellness coaching that is necessary to
advance the City's wellness initiatives.
FINANCIAL INFORMATION
The cost associated with the acquisition of these services is estimated at $86,400.00 annually and
subject to funds availability approved in the annual budgeting process.
Grant funding will not be utilized.
Legislative Tracking
Human Resources
ATTACHMENTS:
Description
❑ PSA NRG
❑ RESO NRG
Page 639 of 1637
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
AND
NRG FITNESS NETWORK, INC. FOR
PHYSICAL TRAINING FOR EMPLOYEE WELLNESS PROGRAM
This Professional Services Agreement ("Agreement") is entered into this 1st day of October,
2018, 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 ("City"), and NRG FITNESS NETWORK INC.,
whose address is 333 Las Olas Way, CU1, Fort Lauderdale, FL 33301 ("Contractor").
SECTION 1
DEFINITIONS
Agreement: This Agreement between the City and Contractor, 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 Human Resources Department Risk and Benefits
Division Director.
Contractor: For the purposes of this Agreement, Contractor 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 Contractor performed or undertaken
pursuant to the Agreement.
Contractor Scope
Of Service:
The Contractor's Scope of Service shall specifically describe and
delineate the particular Services which will be required of Contractor for
the Project that is the subject of this Agreement using Exhibit "A" —
Contractor Scope of Service Order, attached hereto and made part of this
Agreement.
Fee: Amount paid to the Contractor as compensation for Services as described
and delineated in Exhibit B .
CMB Wellness
Representative: The City staff member that will be the direct contact person with the
Contractor regarding the services provided under this agreement.
1
Page 640 of 1637
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.
SECTION 2
SCOPE OF SERVICES
2.1 In consideration of the Fee to be paid to Contractort by the City, Contractor shall provide
the work and services described in Exhibit"A" hereto (the "Services").
Although Contractor may be provided with 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 Contractor; where the Services are performed (although the
City will provide Contractor 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 Contractor shall be to the reasonable satisfaction of the City
Manager. If there are any questions regarding the Services to be performed, Contrctor
should contact the following person:
Human Resources Department, Risk & Benefits Division
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
Attn: Sonia Bridges, Division Director Risk & Benefits
Email: SoniaBridges gnmiamibeachfl.gov
SECTION 3
TERM
The term of this Agreement ("Term") shall commence October 1, 2018, and shall have an initial
term of one (1) year, with two (2), one (1) year renewal options, to be exercised at the City
Manager's sole option and discretion, by providing Contractor with written notice of same no
less than thirty (30) days prior to the expiration of the initial term.
Notwithstanding the Term provided herein, Contractor 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.
2
Page 641 of 1637
SECTION 4
FEE
4.1 In consideration of the Services to be provided, Contractor shall be compensated as
outlinded in the Fee Schedule, incorporated herein by refrence and attached hereto as
Exhibit "B". Notwithstanding the preceding, the total fee paid to Contractor pursuant to
this Agreement shall be subject to funds availability approved through the City's
budgeting process.
4.2 INVOICING
Upon receipt of an acceptable and approved invoice, payment(s) shall be made within
fortyfive (45) days for that portion of the Services satisfactorily rendered (and referenced
in the particular invoice).
Invoices shall include a detailed description of the Services (or portions thereof)
provided, and shall be submitted to the City at the following address:
Accounts Payable Division
Finance Department
City of Miami Beach
1700 Convention Center Drive, 3rd Floor
Miami Beach, FL 33139
SECTION 5
TERMINATION
5.1 TERMINATION FOR CAUSE
If the Contractor 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 Contractor of
its violation of the particular term(s) of this Agreement, and shall grant Contractor 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 Contractor. 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 Contractor shall not be relieved of liability to the City for
damages sustained by the City by any breach of the Agreement by the Contractor. 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 right and
3
Page 642 of 1637
remedies against Contractor. 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
contractor of such termination; which shall become effective within thirty (30) days
following receipt by the contractor of such notice. If the agreement is terminated for
convenience by the city, contractor 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 Contractor
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.
5.4 TERMINATION DUE TO LACK OF FUNDING
The City may also, through its City Manager, terminate this Agreement due to lack of
funds, should available funding be reduced or should funding for the Services not be
approved through the City's budgetary process during the Term of this Agreement.
Following termination pursuant to this section 5.4, the City shall be discharged from
any and all liabilities, duties, and terms arising out of, or by virtue of, this Agreement.
SECTION 6
INDEMNIFICATION AND INSURANCE REQUIREMENTS
6.1 INDEMNIFICATION
Contractor agrees to indemnify 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 Contractor, its
officers, employees, agents, contractors, or any other person or entity acting under
Contractor's control or supervision, in connection with, related to, or as a result of the
Contractort's performance of the Services pursuant to this Agreement. To that extent,
the Contractor 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
4
Page 643 of 1637
claims and losses, including appeals. The Contractor expressly understands and agrees
that any insurance protection required by this Agreement or otherwise provided by the
Contractor shall in no way limit the Contractors'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 Contractor for
performance of the Services under this Agreement is the specific consideration from the
City to the Contractor for the Contractor'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 Contractors shall maintain and carry in full force during the Term, the following
insurance:
- Professional Liability Insurance in an amount not less than $100,000 per
wrongful act.
The insurance must be furnished by insurance companies authorized to do business in
the State of Florida. All insurance policies must be issued by companies rated no less
than "A-" as to management and not less than "Class VII" as to financial strength by the
latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick,
New Jersey, or its equivalent.
Original certificates of insurance must be submitted to the City's Risk Manager for
approval (prior to any work and/or services commencing) and will be kept on file in the
Office of the Risk Manager. The City shall have the right to obtain from the Contractor
specimen copies of the insurance policies in the event that submitted certificates of
insurance are inadequate to ascertain compliance with required coverage.
The Contractor is also solely responsible for obtaining and submitting all insurance
certificates for any sub-contractors.
Compliance with the foregoing requirements shall not relieve the Contractor of the
liabilities and obligations under this Section or under any other portion of this Agreement.
The Contractor 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.
5
Page 644 of 1637
SECTION 7
LITIGATION JURISDICTION/VENUE/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, Contractor 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 total sum of $10,000.00. Contractor hereby expresses its willingness to
enter into this Agreement with Contractor's recovery from the City for any damages from
any action for breach of contract to be limited to the total sum of$10,000.00.
Accordingly, and notwithstanding any other term or condition of this Agreement,
Contractor hereby agrees that the City shall not be liable to the Conractor for damages
in an amount in excess of $10,000.00, 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 work and/or service contemplated herein,
Contractor 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.
6
Page 645 of 1637
9.2 COMPLIANCE WITH APPLICABLE LAWS
In its performance of the work and/or services, Contractor 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 RIGHTS; 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 Contractor, 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 Contractor
or its employees or sub-contractors, without the prior written consent of the City
Manager.
SECTION 10
GENERAL PROVISIONS
10.1 AUDIT AND INSPECTIONS
Upon reasonable verbal or written notice to Contractor, 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. Contractor 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 [INTENTIONALLY DELETETD]
10.3 ASSIGNMENT, TRANSFER OR SUBCONSULTING
Contractor 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
7
Page 646 of 1637
Prior to commencement of the Services, the Contractor 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 NON-DISCRIMINATION
In connection with the performance of the Services, the Contractor 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, Contractor 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
Contractor 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.
Contractor 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. Contractor further covenants that in the performance of
this Agreement, Contractor 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 CONTRACTOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
(A) Contractor 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 Employer.
(C) Pursuant to Section 119.0701 of the Florida Statutes, if the Contractor meets the
definition of"Contractor"as defined in Section 119.0701(1)(a), the Contractor 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
8
Page 647 of 1637
within a reasonable time at a cost that does not exceed the cost provided in
Chapter 119, Florida Statutes or as otherwise provided by law;
(3) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed, except as authorized
by law, for the duration of the contract term and following completion of the
Agreement if the Contractor does not transfer the records to the City;
(4) Upon completion of the Agreement, transfer, at no cost to the City, all public
records in possession of the Contractor or keep and maintain public records
required by the City to perform the service. If the Contractor transfers all public
records to the City upon completion of the Agreement, the Consultant shall
destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. If the Contractor keeps and
maintains public records upon completion of the Agreement, the 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 Contractor of the request,
and the Contractor must provide the records to the City or allow the records to be
inspected or copied within a reasonable time.
(2) Contractor'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 Contractor 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 Contractor to compel production of public records
relating to the City's contract for services, the court shall assess and award
against the Contractor the reasonable costs of enforcement, including
reasonable attorney fees, if:
a. The court determines that the Contractor 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
Contractor has not complied with the request, to the City and to the
Contractor.
(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 Contractor's address listed on its
contract with the City or to the Contractor'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 Contractor 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.
9
Page 648 of 1637
(F) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'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: RAFAELGRANADO(fMIAMIBEACHFL.GOV
PHONE: 305-673-7411
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 CONTRACTOR: NRG FITNESS NETWORK INC.
333 Las Olas Way, CU1
Fort Lauderdale, FL 33301
Attn: Peter Ware, President
TO CITY: City Manager's Office
City of Miami Beach
1700 Convention Center Drive, 4'h Floor
Miami Beach, FL 33139
Attn: Jimmy L. Morales, City Manager
WITH A COPY TO: City of Miami Beach
Human Resources Department
1700 Convention Center Drive
Miami Beach, FL 33139
Attn: Sonia Bridges, Risk & Benefits Division Director
10
Page 649 of 1637
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 PREPERATION
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.
11
Page 650 of 1637
12.5 ENTIRETY OF AGREEMENT
The City and Contractor 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]
12
Page 651 of 1637
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:
By:
Rafael E. Granado, City Clerk Dan Gelber, Mayor
Date:
FOR CONTRACTOR: NRG FITNESS NETWORK, I.N.0
ATTEST:
By:
Print Name and Title Print Name and Title
Date:
13
Page 652 of 1637
EXHIBIT"A"
SCOPE OF SERVICES
• CampNRG Training — Conduct weekly exercise sessions catering to beginner,
intermediate and advanced CMB individuals. NRG to provide equipment, exercise
programs and other health coaching techniques for all sessions.
o A minimum of 3 sessions each day (Tuesdays and Thursdays), at a one-hour
duration in the City Hall Parking Garage (611' Floor-East)
o Total monthly sessions will not exceed 27.
c Some sessions maybe substituted/combined for special sessions, such as beach
workout, annual Corporate Run, etc.
• NRG will provide a 30-minute workout for the City's annual "Take Your Child To Work
Day' program
• NRG will have a booth available at the City's annual Employee Health &Wellness Fair to
showcase the program
• NRG will make photographs and videos available to CMB Wellness Representative on a
weekly basis for use in CMB Weekly Wellness Newsletter and other CMB media as
deemed appropriate.
• NRG will submit a quarterly report to CMB Wellness Representative on the progress of
the program, success stories, number of trained individuals and other statistics that NRG
deems necessary for the evaluation of the program. The periods to be covered are
October— December, January— March, April —June and July—September. Reports are
due by the 109h of each new quarter.
• Scope of services may be altered to keep employees engaged with the approval of NRG
and the City's CMB Wellness Representative. This may include NRG attendance at
CMB Wellness Committee meeting.
• Other education and wellness coaching that is necessary to encourage City employees
to remain active and for the growth of the program
14
Page 653 of 1637
EXHIBIT"B"
CONTRACTOR FEE SCHEDULE
In accordance with the scope of services outlined in Exhibit "A", NRG will be
compensated on a monthly flat rate, in the amount of$7,200.
• Annual compensation shall not exceed $86,400
• NRG will submit its invoice to the CMB Benefits Coordinator for payment on the
1st of each month. Payment will be made no later than 45 days from receipt of
the invoice by the City.
• Annual compensation shall include access for two members of NRG to the City
Hall Parking Garage
15
Page 654 of 1637