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PSA with Sublime Miami, Inc. for No. Beach MIMO Public Awareness Projecft PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND SUBLIME MIAMI, INC. FOR PROFESSIONAL SERVICES PURSUANT TO THE NORTH BEACH MIMO PUBLIC AWARENESS PROJECT HISTORIC PRESERVATION GRANT AWARD NO. F1007 This Professional Services Agreement ("Agreement") is entered into this It day of , 2011 (Commencement Date), between the CITY OF MIAMI BEACH, FLORI A, 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 SUBLIME MIAMI, INC. a Florida corporation whose address is 1039 W. 46 Street, Miami Beach, FL 33140 (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. Consultant: For the ur oses of this Agreement, p p g Bement, 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. Proposal Documents: Proposal Documents shall mean City of Miami Beach Request for Proposals for Website Design /Programming and Companion Print Brochure Design for Miami Modern (MiMo) Architecture on Miami Beach, pursuant to the North Beach MiMo Public Awareness Project, Historic Preservation Grant Award No. F1007, which is attached hereto as Exhibit "A" (RFP); and the Consultant's proposal in response thereto which is attached as Exhibit "B" hereto (Proposal), all of which are hereby incorporated and made a part hereof; provided, however, that in the event of an express conflict between the Proposal Documents and this Agreement, the following order of precedent shall prevail: this Agreement; the RFP and the Proposal. 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. Grantor The State of Florida, Department of State, Division of Historical Resources. 1 Project The North Beach MiMo Public Awareness Project, as defined in the Historic Preservation Grant Award Agreement Community Education Grants (Matching) Grant No. F1007 between the City of Miami Beach and the State of Florida, Department of State, Division of Historical Resources. SECTION 2 SCOPE OF SERVICES (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 "B" hereto (the Services). 2.2 Consultant's Services, and any deliverables incident thereto, shall be completed in accordance with the timeline and /or schedule in Exhibit "B" hereto. SECTION 3 TERM The term of this Agreement (Term) shall commence upon execution of this Agreement by all parties hereto, as referenced by the Commencement Date on page 1 of this Agreement, and shall terminate on September 30, 2011. 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 "B" 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 $9,000.00. 4.2 Fifty percent (50 %) of the fee shall be paid to the Consultant upon execution of this Agreement, with the balance to be paid to the Consultant upon completion of all Services and acceptance of the Project by the Grantor. 4.3 This Agreement does not include an allowance for reimbursable expenses. All expenses incurred by the Consultant in the performance of Services under this Agreement shall be included in the fixed fee. 4.4 INVOICING Upon receipt of an acceptable and approved invoice, payment(s) shall be made within thirty (30) days for that portion (or those portions) of the Services satisfactorily rendered (and referenced in the particular invoice). 2 Invoices shall include a detailed description of the Services (or portions thereof) provided, and shall be submitted to the City at the following address: Joyce Meyers, Principal Planner City of Miami Beach Planning Department 1700 Convention Center Drive Miami Beach, FL 33139 SECTION 5 TERMINATION 5.1 TERMINATION FOR CAUSE If the Consultant 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 by 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 right 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. 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. 5.3 TERMINATION FOR INSOLVENCY The City also reserves the right to terminate the Agreement in the event the Consultant 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. 3 SECTION 6 INDEMNIFICATION AND INSURANCE REQUIREMENTS 6.1 INDEMNIFICATION Consultant 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 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 losses, and shall pay all costs and attorneys' fees expended by the City in the defense of such claims and losses, including appeals. 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 and carry in full force during the Term, the following insurance: 1. Consultant General Liability, in the amount of $300,000, naming the City as an additional insured party. 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 "B +" as to management and not less than "Class VI" as to strength by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All of Consultant's certificates shall contain endorsements providing that written notice shall be given to the City at least thirty (30) days prior to termination, cancellation or reduction in coverage in the policy. 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 Consultant specimen copies of the insurance policies in the event that submitted certificates of insurance are inadequate to ascertain compliance with required coverage. 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. 4 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 JURISDICTIONNENUE /JURY TRIAL WAIVER This Agreement shall be construed in accordance with the laws of the State of Florida. This Agreement shall be enforceable in Miami -Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami -Dade County, Florida. By entering into this Agreement, 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 this Agreement only if in so doing the City can place a limit on the City's liability for any cause of action, for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds the sum of $9,000. 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 $9,000. 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 excess of $9,000 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 SPECIAL CONDITIONS OF CONTRACT REQUIRED BY HISTORIC PRESERVATION GRANT AWARD AGREEMENT This Project is funded, in part, by federal funds awarded through Grant No F1007 by the State of Florida, Department of State, Division of Historical Resources. The grant agreement between the City of Miami Beach and the State of Florida, Department of State, Division of Historical Resources requires Special Conditions to be included in all consultant contracts. These Special Conditions are attached hereto as Exhibit "C ". These Special Conditions shall supplement and become a part of this Agreement and shall supersede any conflicting provisions of this Agreement. 5 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 Manger 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 [INTENTIONALLY DELETETD] 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. 10.5 EQUAL EMPLOYMENT OPPORTUNITY In connection with the performance of the Services, the Consultant shall not discriminate against any employee or applicant for employment because of race, color, national origin, religion, sex, gender identity, sexual orientation, disability, marital and familial status, or age. 10.6 CONFLICT OF INTEREST The 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, and as may be amended from time to time; and by the City of Miami Beach Charter and Code (as some may be amended from time to time); both of which are incorporated by reference herein as if fully set forth herein. The Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirectly, which could conflict in any manner or degree with the performance of the Services. The Consultant further covenants that in the performance of this Agreement, no person having any such interest shall knowingly be employed by the Consultant. 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 there from. 6 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: Raelene Mercer, President Sublime Miami, Inc. 1039 W 46 Street Miami Beach, FL 33140 TO CITY: Joyce Meyers, Principal Planner City of Miami Beach Planning Department 1700 Convention Center Drive Miami Beach, FL 33139 Notice may also be provided to any other address designated by the party to receive notice if such alternate address is provided via U.S. certified mail, return receipt requested, hand delivered, or by overnight delivery. In the event an alternate notice address is properly provided, notice shall be sent to such alternate address in addition to any other address which notice would otherwise be sent, unless other delivery instruction as specifically provided for by the party entitled to notice. Notice shall be deemed given on the day on which personally served, or the day of receipt by either U.S. certified mail or overnight delivery. 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 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 7 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. 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: h / • \ ; 0 0 . 0 l e' : May • !, ; INCORP ORATED' • ./ , 126 F• - • 'SULTANT: Sublime Miami, Inc. ATTEST: By: V etary esident s Xi U ifea PAP"A/1e-14 y r Print Name Print Name / Title APPROVED AS TO FORM & LANGUAGE & Ffl EXECUTION r--- L0' % l �rly Attorne Date ,f , 8 Exhibit "A" Request for Proposals Website Design and Programming Companion print brochure design Miami Modern (MiMo) Architecture on Miami Beach The City of Miami Beach is seeking qualified designers and programmers to produce an educational website about Miami Modern "MiMo" architecture and a companion print brochure. This project is funded, in part, by a grant from the State of Florida for Historic Preservation - Community Education. Therefore, all work must comply with the terms of the grant agreement, as well as applicable laws and regulations of the City of Miami Beach. Overview: The website will be a high - quality, professionally designed site with mid - century graphic styling and eye- catching images entitled "MiMo on the Beach ". The objective is to educate the local community and a world -wide audience about the special character of architecture in Miami Beach from the time period between 1945 and 1965, with the goals of encouraging historic preservation and cultural tourism. The brochure will be a tri- fold rack card to be placed in hotels in Miami Beach and throughout South Florida tourist destinations. The brochure will encourage tourists to visit the MiMo architecture districts while they are in Miami Beach, as well as to direct them to the "MiMo on the Beach" website for detailed information. The brochure will be graphically coordinated with the website to present a consistent image. Website: The website will be hosted on GoDaddy. It should be designed to be easily updated by the City of Miami Beach IT department on a quarterly basis. If necessary, training for updating the website must be provided by the designer prior to completion of the project. The website must be constructed with live text, except for certain pdf documents to be provided by the City. The designer will be expected to add metatags to maximize search engines. Website content: An outline of the desired website content and structure is provided as Attachment A. Note that some of the content has already been designed by the City and the digital files will be provided to the designer. These include a 19 -page presentation entitled "Miami Modern Architecture on the Beach, 1945 -1965" which can be viewed at: http: / /web.miamibeachfl.gov /planning /scroll.aspx ?id =25676 and the files for an inactive website named MiMo.us. There is a prototype for the desired interactive map entitled "ARTventure" which can be viewed at http: // web. miamibeachfl .gov /tcd /aipp /scroll.aspx ?id = 63640. The artwork for the map will be provided to the designer, but the pop -up sites and photos will need to be Page 1 of 4 Exhibit "A" reprogrammed to showcase important MiMo buildings rather than works of art. All text and photos for the website will be provided by the City; however there is also a limited budget for specialized artwork and /or photography. Time Schedule: 4/18/11 Proposals due 12 noon 5/1/11 Contract between consultant and City to be signed 6/15/11 Preliminary designs complete for review by city g P Y h' 7/15/11 Revised designs complete for review and approval by city 8/1/11 Website testing 8/25/1 1 All work and billing completed 9/1/11 Project grant closeout — NO EXCEPTIONS Budget: Website design and programming $7,200 Brochure design 800 Photography /map art 1,000 $9,000 Compliance with State of Florida Grant Requirements: Copies of the grant rules and regulations are attached. The consultant must review these conditions and provide assurances that he /she will comply. Proposals: Please submit proposals to the Procurement Department by 12 noon on Monday, April 18 at the address below. Submissions should include the following: 1. Brief description of qualifications of the consultant, including all key personnel to be assigned to this project. 2. Examples of previous work that is similar to the subject project 3. A sample design for one page of the "MiMo on the Beach" website showing the designer's creative approach to this project using mid - century graphic design themes 4. Proposed sequence of work and timeline 5. Proposed fees and /or explanation of ability to produce the City's desired website content (attachment a) within the stated budget. 6. Signed written statement that consultant will comply with all rules and regulations attached to this RFP. Submit proposals to: Gus Lopez glopez @miamibeachfl.gov Procurement Director 1700 Convention Center Drive Miami Beach, FL 33139 Page 2 of 4 Exhibit "A" "MiMo on the Beach" website outline Home Page Introduction to website text (brief) Embedded links to history of MiMo and architects Photos Menu to other sections MiMo 101 (the exhibit) Interactive Map Districts Preservation Tours News Quick links About this website (required grant info) Contact us City of Miami Beach Zink MiMo resources /links Glossary of MiMo terms MENU SECTIONS FROM HOME PAGE MiMo 101 (The exhibit — The pages are already designed) Introduction page w text "What is MiMo ?" Menu Evolution of style (3 pages) Social / Popular culture (3 pages) Districts (move to Districts section with more details) Landmark buildings of greater Miami (1 page) Details (6 pages) Interactive Map City map with pop -up photos of key MiMo buildings Districts Intro /summary page from the exhibit Links to each district (4) North Shore, Normandy isles, North Beach Resort, Lapidus - Each link includes overview page with: Summary text Photographs Ma p Page 3 of 4 Exhibit "A" Designation report (pdf Zink) Link to site data forms Preservation Text intro to preservation / why is it important? Photo(s) Menu Success stories Benefits and Financial incentives summary text with links to outside sites Federal tax credit County property tax Single Family homes Environmental Lifestyle and health Historic designation and development review process Tours Text (summary of self - guided walking tours and guided tours) Overview location map Links to downloadable self - guided walking tours (4 districts)(pdf files) News Listings of lectures, exhibits, conferences, media coverage - to be easily updated Page 4 of 4 subli e MIAMI EXHIBIT B WEB Proposed Time Schedule 5/3 Contract between Sublime and City to be signed. 5/4 Commencement date. 5/4 -5/31 Sublime design work begins; sends proposed layouts as PDFs for review to approved parties; Includes photography and map artwork as applicable. Back and forth expected the month of May and beginning of June to approved parties. 6/15 Preliminary designs for review to city. May include a few sample working links to review online, along with PDF layouts (this can be discussed prior). 6/15 -6/21 City responds with all comments to Sublime. (5 working days) 6/21 -7/15 Completing of revisions and finalizing design phases. Website development begins. 7/15 Final designs complete; Development building phase continues. 8/1 Live link available to review for all pages. Website testing begins. 8/25 Website finalized by or before this date. BROCHURE Proposed Time Schedule 5/3 Contract between Sublime and City to be signed. 5/4 Commencement date. 5/4 -5/31 Sublime design work begins; sends proposed layouts as PDFs for review to approved parties; Includes photography and map artwork as applicable. Back and forth expected the month of May and beginning of June to approved parties. 6/15 Preliminary designs for review by city. 6/15 -6/21 City responds with all comments to Sublime. (5 working days) 6/21 -7/15 Completing of revisions and finalizing design phases. 7/15 Final designs complete; Files created for printer. 8/1 Printer shows bluelines /color proofs by or before this date. 8/1 -8/5 City signs off on printer artwork or any changes are made and signed off on. (5 working days) 8/25 Brochure printed and delivered by or before this date. 1039 W 46TH STREET MIAMI BEACH FL 33140 PHONE 305 720 5805_WWW.SUBLIMEMIAMI.COM sublime MIAMI EXHIBIT B Estimate DATE MAY 3, 2011 CLIENT Gus Lopez, Procurement Director City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 MiMo Website and Brochure TERMS 50% upon commencement date. 50% due upon completion of all services and acceptance of the Project by the Grantor Services WEBSITE Website Design and Programming (15 pgs + 19 pre- designed pages) Pages include: + Home (1) + MiMo 101 (1 + 19 page pre - designed PDF presentation) + Map (1 + approx. 20 popups). Map vector artwork to be provided, designer restylizes it, and creates popups and rollover for each hotlinked building + Districts (5) Includes 4 tertiary pages with pdf hotlinks: North Shore, Norm. Isles, North Beach, Lapidus + Preservation (4) Includes 3 tertiary pages with hotlinks as applicable: Success Stories, Benefits, Historic Designation Review Processes + Tours (2) Includes links to 4 districts pdfs and a location map. (will Sublime will be using an existing location map or able to use MapQuest link as basis for it ?) + News (1) Design and programming to produce a working website that can be updated by Miami Beach. Designed to be easily updated by the City of Miami Beach IT department on a quarterly basis , $7200.00 BROCHURE Tri -Fold Rack brochure (6 panel) Design, Mechanical and printer production help (if applicable). Will create in Adobe Illustrator CS4 or InDesign CS4 . $800.00 PHOTOGRAPHY Photography and Restyling /Updating a pre- existing Map Vector & MAP Outdoor photography of buildings, as needed for website and tri -fold. minor retouching if needed. Restyling and file creation from pre - existing map vector artwork (similiar to prototype shown on ARTventure) for website and tri -fold. Will create map in Adobe Illustrator CS4 . $1000.00 Total $9000 NOTES 1 Confirming there is no CMS needed in website. 2 Requesting more indepth conversation about the two maps needed on website (Map page and Tours page). 1039 W 46TH STREET MIAMI BEACH Ft 33140 PHONE 305 720 5805_'WWW.SUBIIMEMIAMI.COM vY = sublime _MIAMI EXHIBIT B DATE MAY 3, 2011 TO Gus Lopez Procurement Director City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 Mr. Gus Lopez, Sublime Miami, Inc., will comply with all rules and regulations attached to this RFP, Sublime Miami, Inc. 305- 720 -5805 raelene ©sublimemiami.com 1039 W 46TH STREET_MIAMI BEACH FL 33140_PHONE 305 720 5805_WWW.SUBEHMEMIAMI,COM l of 3 Exhibit C Grant No.: F1007 SPECIAL CONDITIONS OF CONTRACT REQUIRED BY HISTORIC PRESERVATION GRANT AWARD AGREEMENT Grant Project Name: North Beach MiMo Public Awareness Project Contract Amended/Execution Date: March 17, 2011 Parties: 1. City of Miami Beach (Owner) 2. Sublime Miami, Inc. (Consultant) These Special Conditions shall supplement and become part of the above referenced Contract and shall supersede any conflicting provisions of said Contract. 1. Equal Employment Opportunity Compliance The Architect/Consultant /Contractor shall comply with Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, and Title I of the Americans with Disabilities Act of 1990 in that: No person in the United States shall on the grounds of race, creed, color, national origin, sex, age, political affiliation, beliefs, or disability be subject to discrimination under any program or activity which the Architect/Consultant /Contractor has agreed to undertake by and through the covenants and provisions set forth in this Contract. 2. Access to Records The Architect/Consultant /Contractor shall keep and maintain financial, invoice, and employment records pertaining to the contractual obligation between the Parties for pre -audit and post -audit purposes for a period of five (5) years following the completion of all project work, or until all claims and audit findings involving these records have been received, whichever is later. The Owner, the Florida Department of State, or any of their duly authorized representatives shall have access to any books, documents, papers and records of the Architect/Consultant /Contractor which are directly pertinent to this Contract, for the purpose of making audit, examination, excerpts, and transcription. 3. Termination 3.1 Termination by Owner 3.1.1 The Owner may terminate this Contract if the Architect /Consultant/Contractor: 1. Persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper materials; 2. Fails to make payment to Subcontractors for materials or labor in accordance with the respective contracts between the Architect/Consultant /Contractor and the Subcontractors; 3. Persistently disregards laws, ordinances, or rules, regulations or orders of a public authority having jurisdiction; or 4. Otherwise is guilty of substantial breach of a provision of the Contract. 3.1.2 When any of the above reasons exist, the Owner may, without prejudice to any other rights or remedies of the Owner and after giving the Architect/Consultant /Contractor and the DOS Form No. HR3E1208GAASM Effective (date of adoption), 2009 Reference: Rule IA- 39.009(1) (b), F.A.C. 2of Architect /Consultant/Contractor's surety, if any, seven days written notice, terminate employment of the Architect/Consultant /Contractor and may, subject to any prior rights of the surety: 1. Take possession of the site and of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Architect /Consultant/Contractor; Y , 2. Accept assignment of subcontracts; 3. Finish the Work by whatever reasonable method the Owner may deem expedient. 3.1.3 The Architect/Consultant /Contractor will be compensated for any work satisfactorily completed in accordance with this Contract prior to notification of termination. 3.2 Termination by the Architect/Consultant /Contractor 3.2.1 The Architect/Consultant /Contractor may terminate the Contract if the Work is stopped for a period of 30 days through no act or fault of the Architect/Consultant /Contractor or a Subcontractor, Sub - subcontractor or other agents or employees or any other persons performing portions of the Work under agreement with the Architect /Consultant/Contractor, for any of the following reasons: 1. Issuance of an order of a court or other public authority having jurisdiction; 2. An act of government such as a declaration of national emergency, making material unavailable; 3. Because the Architect has not issued a Certificate for Payment and has not notified the Architect/Consultant /Contractor of the reason for withholding such certification, or because the Owner has not made payment on a Certification of Payment within the time stated in the Contract; 4. If repeated suspensions, delays or interruptions by the Owner constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365 -day period, whichever is less; or 5. The Owner has failed to furnish to the Architect/Consultant /Contractor promptly, upon the Architect /Consultant/Contractor's request, reasonable evidence that financial arrangements have been made to fulfill the Owner's obligations under the Contract. 4. Project Duration 4.1 Complete one of the following, as is applicable to the Contract: 4.1.1 The project work covered under this Contract shall be completed on or before September 1, 2011. 4.1.2 The project work shall be completed within days of the date of execution of the Contract. 5. Rights to Data and Copyrights When publications, films, or similar materials are developed, directly or indirectly, from a program, project or activity supported by grant funds, any copyright resulting there from shall be held by the Florida Department of State, Division of Historical Resources. The author may arrange for copyright of such materials only after approval from the Department. Any copyright arranged for by the author shall include acknowledgment of grant assistance. As a condition of grant assistance, the Grantee agrees to, and awards to the Department and, if applicable, to the Federal Government, and to its officers, agents, and employees acting within the scope of their official duties, a royalty -free, nonexclusive, and irrevocable license throughout the world for official purposes, to publish, translate, reproduce, and use all subject data or copyrightable material based on such data covered by the copyright. DOS Form No. HR3E1208GAASM Effective (date of adoption), 2009 Reference: Rule 1A- 39.009(1)(b), F.A.C. 3 of 3 6. Legal Remedies In the event that the Consultant/Vendor /Contractor is in violation of or in breach of the terms of this contract, penalties in the form of the withholding of payments or the suspension of the Consultant/Vendor's authority may be enforced by the Grantee until such time as corrective action taken by the Consultant/Vendor is satisfactory to the Grantee. 1 ner IF I 7 0 Ccxr,ki /o3 q �;� . 4l0 r . 9 7)Z ; r Address Address RA:k6bv- 3319' M MVI" 33/24° l � By :52,1 B By 7 Date 5; Z C) i 1 Date ywA , 20/ DOS Form No. HR3E1208GAASM Effective (date of adoption), 2009 Reference: Rule 1A- 39.009(1)(b), F.A.C.