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Management Agreement with The Rhythm Foundation, Inc.
g ' a MANAGEMENT AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND THE RHYTHM FOUNDATION, INC. FOR THE MANAGEMENT OF THE NORTH SHORE BAND SHELL THIS AGREEMENT, is made and executed as of this /9 day of/e f?tG/, 2015 ("Effective Date"), by and between the CITY OF MIAMI BEACH, a municipal corporation o ganized and existing under the laws of the State of Florida, whose address is 1700 Convention Center Drive, Miami Beach, Florida 33139 ("City"), and THE RHYTHM FOUNDATION, INC., a Florida not-for-profit corporation, whose principal address is 407 LINCOLN ROAD#6E,MIAMI BEACH,FL 33139 ("TRF"). RECITALS WHEREAS, City is the owner of the North Shore Band Shell, located at 7275 Collins Avenue, Miami Beach, Florida 33141; and which is more particularly described and depicted in Exhibit"A," attached hereto and made a part hereof(the"Band Shell"or the"Facility"); and WHEREAS, TRF is a Florida not-for-profit (501.(c)3) arts organization which seeks to increase international awareness and cultural exchange through the presentation of live music and related media programming; and WHEREAS, on April 23, 2014, the City issued Invitation to Negotiate No. 2014-215-LR for Band Shell Management Services(the"ITN"); and WHEREAS, on September 10, 2014, the City Commission adopted Resolution No. 2014-28722 authorizing the administration to negotiate with TRF, as the top-ranked proposer pursuant to the ITN, for the management and operation of the Facility; and WHEREAS, City desires to engage TRF, and TRF desires to accept the engagement, to provide management services for the Facility on the terms and conditions set forth herein. NOW THEREFORE, recognizing the aforestated recitals as true and correct and incorporating herein, and in consideration of the mutual covenants and conditions herein contained, it is agreed by the parties hereto as follows: SECTION 1.DEFINITIONS. For purposes of this Agreement, the following terms have the meanings referred to in this Section 1: "Affiliate" -- an entity that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, a specified entity. For purposes of this definition, "control" means ownership of equity securities or other ownership interests which represent more than 51%of the voting power in the controlled entity. Page 1 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL "City"-- as defined in the first paragraph of this Agreement. "City Commission"--the governing and legislative body of the City. "City Manager" -- the chief executive officer of the City, or such person who shall be the City Manager's designee, as defined below and as may, from time to time,be authorized in writing by the City Manager to act for him/her with respect to any or all matters pertaining to this Agreement. City Manager's designee shall be the City's Parks and Recreation Department Director. "Commencement Date"--as defined in Section 2. "Contract Year"-- each one year period beginning October 1st,and ending September 30th. "Effective Date"—provided that this Agreement has been executed by City and TRF, the date set forth in the first paragraph of this Agreement. "Event" -- all uses at the Facility which involve a scheduled show with a beginning and ending time, typically all within the same day. With respect to a "Series" (as such term is hereafter defined"), each show within the Series shall constitute an Event. "Event Expenses" -- any and all expenses incurred or payments made by TRF in connection with the occurrence of an Event at the Facility including, but not limited to, costs for staffing, and costs relating to set-up and clean-up. "Expiration Date"-- as defmed in Section 2 "Facility" -- as defmed in the Background Section of this Agreement, and as depicted in Exhibit "B"hereto. "Facility Rentals" -- temporary use of the Facility at specific interval of time pre-determined and agreed upon by TRF. "Fiscal Year"-- each City fiscal year beginning October 1st and ending September 30th. "Governmental Requirements" -- all laws, ordinances, rules, regulations, statutes, policies and procedures (including administrative guidelines), and other legal requirements of any governmental body or authority or any agency thereof(including,without limitation, federal, State, County, and City). "Net Operation Loss/Profit" -- with respect to a Fiscal Year, the excess, if any, of Operating Expenses for such Fiscal Year over Operating Revenues for such Fiscal Year, in the case of a loss; and the excess, if any, of Operating Revenues for such Fiscal Year over Operating Expenses for such Fiscal Year, in the case of a profit. "Operating Expenses" -- any and all expenses and expenditures of whatever kind or nature incurred, directly or indirectly, by TRF in operating, managing, maintaining, and promoting the Facility including, but not limited to: employee compensation , employee benefits , supplies, materials, costs of any independent contractors, advertising costs, all costs of maintaining the Facility (as required by this Agreement),marketing and public relations costs and commissions,janitorial and cleaning expenses, dues and membership costs, amounts expended to procure and maintain permits and licenses, sales taxes imposed upon rentals, professional fees directly relating to the operation of the Facility, printing costs, Page 2 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT..OF THE NORTH SHORE BAND SHELL Event Expenses, postage and freight costs, equipment rental costs, computer equipment leases and line charges, telephone and telecommunications services, artist and talent fees, show settlement charges, security expenses, travel and entertainment expenses in accordance with TRF's normal policies, the cost of employee uniforms, safety and medical expenses, exterminator costs, costs relating to the maintenance of signage, costs associated with compliance of Governmental Requirements, all premiums for insurance carried by TRF pursuant to Section 14, and all other costs of operating the Facility. Operating Expenses shall not,however, include any costs of litigation between City and TRF, or any costs that are specified in this Agreement as costs to be paid by City. All Operating Expenses shall be determined in accordance with generally accepted accounting principles consistently applied and recognized on a full accrual basis. "Operating Revenues" -- any and all revenues of every kind or nature derived from operating, managing or promoting the Facility including, but not limited to: concession fees, rentals, revenues from merchandise sales, advertising sales, equipment rentals, box office revenues, food service and concession revenues (However, if such revenues are collected'in the first instance by and retained by the concessionaire, only the amount of such revenues paid by the concessionaire to TRF shall be included as Operating Revenues), commissions or other revenues from decoration and set-up, security and other subcontractors (However, if such revenues are collected in the first instance by and retained by such subcontractors, only the amount of such revenues paid by such contractors to TRF shall be included as Operating Revenues), revenues generated from separate agreements with TRF Affiliates pertaining to the Facility, interest revenues, and any other miscellaneous operating revenues; all as determined in accordance with generally accepted accounting principles consistently applied and recognized on a full accrual basis. For the sake of clarity, the parties acknowledge that revenues from the sale of tickets for Events at the Facility are not Operating Revenues, but are instead revenues of the promoter and/or performer of each such Event. To the extent that TRF collects such ticket sale revenue on behalf of a promoter and/or performer, such ticket sale revenue shall be the source of funds from which TRF collects the rental charges and other event reimbursements owed by the promoter and/or performer for use of the Facility, which such charges and reimbursements are Operating Revenues hereunder. Operating Revenues shall also not include any revenues from name-in-title rights (i.e., the right to name the exterior or interior of the Facility or any portion thereof, except as set forth in subsection 8.3 hereof), and any signage related thereto, all of which are specifically reserved to the City. "Proposal Documents" -- shall mean City of Miami Beach Invitation to Negotiate No. 2014-215- LR for Band Shell Management Services, together with all amendments thereto, issued by the City (the "ITN"), and the Consultant's proposal in response thereto ("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 ITN; and the Proposal. "Quarterly/Quarter(s)"—October 1st, January 1st,April 1St and July 1St of each Fiscal Year. Page 3 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL "Series" -- a sequence of Events which may or may not involve the same production elements, but can be characterized by a unifying theme and schedule. "TRF"-- as defined in the first paragraph of this Agreement. SECTION 2. TERM. 2.1 Initial Term. This Agreement shall be for an initial term of two (2) years, which shall be deemed to have commenced retroactively on October 1, 2014 (Commencement Date), and which shall end on September 30, 2016 (Expiration Date), unless earlier terminated pursuant to the provisions of this Agreement. 2.2 Renewal Term(s). At its sole option and discretion, the City, through its City Manager, may extend this Agreement for up to two (3) additional one (1) year terms, and/or multi-year terms,but in no event to exceed five(5)years in total, (each such one year term, or multi-year term, as the case may be, a Renewal Term),by providing TRF with not less than 365 days prior written notice prior to the Expiration Date, or not less than ninety (90) days written notice prior to the expiration date of a Renewal Term, as the case may be. 2.2.1 Notwithstanding anything in this Section 2, in the event TRF decides not to renew the Agreement, it shall provide the City Manager with written notice of its intent not to renew at least 365 days prior to the Expiration Date, or ninety (90) days written notice prior to the expiration date of the then current Renewal Term, as the case may be. SECTION 3. NORTH SHORE BAND SHELL. The Facility subject to this Agreement shall be those facilities and spaces more specifically described in Exhibit"A." SECTION 4. OPERATION AND MANAGEMENT OF THE BAND SHELL. 4.1 General Scope. City hereby engages TRF to operate, manage, maintain, promote and market the Facility during the Term, upon the terms and conditions hereinafter set forth. 4.2 Manager of the Facility. TRF accepts the engagement and agrees to operate, manage, maintain, promote and market the Facility, at a minimum, in a manner and quality consistent with the Comparable Facilities defined in Section 5.1 hereof. Subject to the terms of this Agreement, TRF shall be, as agent for the City, the sole and exclusive manager of the City to operate, manage, maintain, promote and market the Facility during the Term. In such capacity, except as otherwise expressly reserved under this Agreement to the City, and/or except for such matters as are subject to the approval of the City or City Manager, TRF shall have exclusive authority over the management and operation of the Facility. 4.3 Permitted Uses. TRF shall use the Facility solely and exclusively as a venue for its not- Page 4 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL for-profit cultural presentation company. The Facility shall be used primarily as a venue for top-quality cultural entertainment. The venue may also be used as a live theatrical entertainment venue and public auditorium, or any combination thereof, and for such ancillary uses as are customarily related to such primary use including, without limitation, broadcasting, recording, filming, private parties or functions, food and beverage concessions; in each case in conjunction with an Event then being held; and sale of merchandise related to any Event then being held. TRF shall be responsible for ensuring that any requisite special event permits, which the City of Miami Beach may require for Events at the Facility, are properly secured. Such uses shall include only the following: a.Performance venue b. Events facility c.Rehearsal space d. TRF administrative offices; e. Food and beverage concession; f. Sale of merchandise related to an Event then being held; g. Private parties and/or functions in conjunctions with an Event then being held; h. As an ancillary use,third party rentals as may occur from time to time; i. Facility for film/television/photographic/audio productions; The Facility does not include dedicated parking for the building. Patrons of Events may park in public parking lots and garages if and to the extent available, upon paying the applicable parking charges. No other uses shall be permitted without the prior written approval of the City Manager, which approval may be granted or withheld in his sole discretion.Any such other use which the City Manager approves must, however, be in accordance with (i) the Articles of Incorporation and other charter documents of TRF; (ii) all laws and regulations applicable to not-for-profit entities; (iii) all applicable Governmental Requirements; and(iv) all ad valorem tax exempt uses of property under Chapter 196,Florida Statutes. 4.4 Prohibited Uses. It is understood and agreed that the Facility shall be used by TRF during the Term only for the stated purposes in Section 4.3, and for no other purposes or uses whatsoever, without express written permission of the City Manager. Notwithstanding anything contained in Section 4.3, or any other term or condition of this Agreement: (1) TRF will not make or permit any use of the Facility that, directly or indirectly, is forbidden by any Governmental Requirement, or that may be dangerous to life, limb or property; and (2) TRF may not commit waste on the Facility, use the Facility for any illegal purpose, commit a nuisance on the Facility, or allow any toxic, hazardous or dangerous substance to be brought into the Facility or stored therein (other than small quantities of materials customarily used in the operation of a live theatrical performance and production venue, which shall be used and stored in compliance with Governmental Requirements). In the event that TRF uses the Facility for any purposes not expressly permitted herein,then the City, through its City Manager, may declare this Agreement in default and, in addition to all other remedies available to City, restrain such improper use Page 5 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL by injunction or other legal action,with or without notice to TRF. 4.5 Operational Rules for Facility. On December 17, 2014, the City of Miami Beach Commission passed Resolution No. 2014- 28874, attached as Exhibit "H" hereto, requiring certain operational guidelines for the Facility, including the following: 4.5.1 Amplified Sound and Live Entertainment: The City will be installing an audio sound system designed to maintain the audio levels at a maximum level of 105 dBC ("House Sound System"). TRF will only be permitted to use such House Sound System in connection with any Events held at the Facility and, at all times, the sound levels may not exceed 105dBC. Additionally,TFR shall be responsible for ensuring that users of the Facility do not use temporary sound equipment for any Event held at the Facility. 4.5.2 Facility Hours of Operation: 10:00 am to 10:00 pm.; provided, however, that the City Manager shall have the discretion to extend the hours of operation on a case by case basis to 11:00 pm on the weekends (Friday or Saturday). Any extension of the hours of operation under this Subsection 4.5.2 shall be given in writing by the City Manager in advance of the scheduled Event. 4.6 Cessation/Suspension of Approved Use(s) and/or Business Activity(ies). Notwithstanding anything contained in this Agreement, and except for the Permitted Uses expressly set forth in Section 4.3, and in the event that another particular use(s) and/or business activity(ies) has(ve) been approved by the City Manager, and the City Manager thereafter,upon reasonable inquiry, determines that the continuation of such use(s) and/or activity(ies) is are or may be, inconsistent, contrary to, and/or O Y(� ) � ( )� Y rY detrimental to the Permitted Uses set forth in this Agreement, and/or to the health, safety and/or welfare of the residents of and visitors to the City of Miami Beach, then the City Manager, upon thirty (30) days prior written notice to TRF of same, may revoke, suspend, and/or otherwise disallow the objectionable uses(s) and/or business activity(ies), and TRF shall immediately cease and desist in providing, and/or continuing with, said use(s) and/or business activity(ies) within the time period and in the manner prescribed in the City, subject to such additional guidelines, as may be determined and established by the City Manager,in his/her sole and reasonable discretion and judgment. SECTION 5. SCOPE OF SERVICES. 5.1 General. TRF shall perform and furnish management services, personnel, and systems and materials, as are appropriate or necessary to operate, manage, supervise, maintain, promote and market the Facility in a manner consistent with the operations, management, promotions and marketing of other similar first-class facilities such as Daytona Beach Band Shell in Daytona Beach, Florida, and ArtsPark Amphitheater in Hollywood,Florida("Comparable Facilities"). Page 6 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL 5.2 Required Number of Events; Reports; Continuous Operation; Conclusion of Events. In order to ensure the continuous operation of the Facility and, commencing as of the Effective Date, TRF shall cause at least 35 Events to be held at the Facility for each Contract Year during the Term. The aforesaid 35 Events shall be calculated by counting each separate Event in a Series. 5.2.1 Annual Benchmarks 5.2.1.1 TRF shall operate a minimum of 35 new Events per year at the Facility (The City's Movie Nights shall not count towards the benchmark.) These 35 new Events shall take precedence over any private rentals of the Facility. Since TRF will not commence to operate the Facility until after the Effective Date of this Agreement (instead of October 1, 2014) and the City has been operating the Facility and presenting Events prior to the Effective Date, during the first year of the Initial Term (ending September 30, 2015), only, this benchmark shall be reduced to 21 new Events, instead of 35. 5.2.1.2 In addition to its own produced Events, TRF shall collaborate with other cultural and quality presenting organizations to develop consistent Events at the Facility. 5.2.1.3 TRF shall create and implement consistent marketing materials, including, but not limited to, public relations, social media campaigns, and paid marketing outreach, to ensure that both the North Beach community and South Florida residents in general are aware of programs taking place at the Facility. A detailed plan and budget illustration marketing efforts will be submitted Quarterly, within fifteen (15) days from the end of each Quarter, with the first report due (for the January, 2015 Quarter)on or before April 15,2015. 5.2.1.4 TRF shall survey Event goers and community businesses to ensure that TRF's programming at the Facility continues to benefit North Beach residents and businesses, as well as Miami Beach residents as a whole. Survey questions shall be approved in writing by the City Manager in advance.The overall satisfaction target shall be 90%. Surveys must be conducted in a format which is auditable. Additionally, on a monthly basis, responses to the survey questions shall be provided to the City Manager. 5.2.1.5 TRF shall submit to the City, every Quarter, within fifteen (15) days from the end of each Quarter, commencing with the January, 2015 Quarter, a detailed report ("Programmatic Quarterly Report") setting forth the following information: i. The number of Events hosted during the previous Quarter, including the charge to the public for the event, if any. ii. The number in attendance at the Event. iii. The number of Facility Rentals and the charge for said Facility Rentals. iv. A detailed plan and budget illustrating the marketing efforts. Page 7of41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL v. The Events scheduled or anticipated for the upcoming Quarter. 5.3 TRF shall cause the Facility to be available to open on a year round basis, subject to closures for reasonable periods for rehearsal, set design, repairs, maintenance and alterations. All Events and all uses shall conclude prior to 10:00 p.m. on weeknights, and may be extended to 11:00 p.m. on weekends (Friday and Saturday), if approved in advance by the City Manager, in writing; provided, however, that TRF's employees and/or contractors may be permitted to remain at the Facility beyond 10:00 pm on weekdays or 11:00 pm on weekends, however, no later than midnight in the event that same is necessary for purposes of taking down and/or dismantling a production, cleaning the Facility after a performance, etc., so long as TRF's activities at the Facility during this time do not disrupt and/or negatively impact the surrounding neighborhood. In the event of such disruption,the City Manager shall have the right to either strictly enforce the hours of operation, or impose reasonable guidelines upon TRF as a condition to keeping the Facility open for the aforestated purposes (beyond 10:00 pm) TRF SHALL PROVIDE SURROUNDING CONDOMINIUMS WITH 30 DAYS ADVANCE WRITTEN NOTICE WHEN SCHEDULED EVENTS WILL INVOLVE AMPLIFIED SOUND. 5.4 Booking Policies. The City and TRF agree and acknowledge that the Facility will be primarily used by TRF to provide top-quality cultural and entertainment to the City's residents and visitors, but that TRF may also, from time to time, rent the Facility to third party presenters consistent with the terms herein. Except as otherwise provided herein,TRF shall have the sole authority to approve the scheduling of any Event in the Facility and Events requiring or having co-promotions and may refuse to book any type or category of Events for any reason whatsoever, so long as the event is consistent with Section 4 of this Agreement and applicable Governmental Requirements. TRF shall have no obligation to book any type or category of Events (or specific Event) that are inappropriate or unprofitable, as reasonably determined by TRF, or which may in any way interfere with the day to day activities of area residents and businesses. Notwithstanding the preceding, or any other term or condition of this Agreement,the City Manager shall have the right to prohibit certain Events or uses from occurring at the Facility, upon the City Manager's reasonable determination that such Event or use might present unreasonable safety concerns, or violate (or otherwise not comply with) Governmental Requirements. Notice of any such determination shall be sent by written notice to TRF within thirty(30) days after the City Manager has received the Quarterly booking report from TRF that specifies the potential Event. 5.5 Specific Services. Without limiting the generality of the foregoing,TRF shall perform all of the following services, all without the necessity of first obtaining City's approval (except where otherwise expressly required in this Agreement), and all of which shall be performed by TRF, at a minimum,in a manner consistent with the management and operation of the Comparable Facilities: 5.5.1. employ, supervise, and direct all employees and personnel consistent with the Page 8 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL provisions of this Agreement. All employees and/or subcontractors shall be employees and/or subcontractors of TRF, its Affiliates, or third parties, and not of City. TRF shall be solely responsible for assuring that the Facility is adequately staffed with competent, qualified personnel to fulfill its responsibilities under this Agreement; 5.5.2. administer relationships with all third parties (including, without limitation, entering into contracts and licenses for the food and beverage concessionaire at the Facility) for the use, day to day maintenance and operation of the Facility, initiate and participate in any and all negotiations, renewals and extensions relating to such third party relationships, and enforce contractual agreements concerning any such third party relationships; 5.5.3. negotiate, execute in its name as agent for the City, deliver and administer any and all licenses, occupancy agreements, sponsorship agreements (excluding name-in-title agreements), rental agreements, booking commitments, concession agreements (excluding valet parking agreements), supplier agreements, service contracts (including, without limitation, contracts for cleaning, decorating and set-up, general maintenance stage equipment, staffing and personnel needs, including guards and ushers, telephone, extermination and other services which are necessary or appropriate, and all other contracts and agreements in connection with the management, maintenance, promotion and operation of the Facility; provided that (1) if any such license, agreement, commitment or contract has a term that extends beyond the remaining Term, such license, agreement, commitment or contract shall provide that it is automatically assigned to City as of the expiration or termination date of this Agreement and that the City Manager may terminate any such agreement without payment thereafter at any time upon not less than ten(10) days written notice; (2)TRF shall have the sole authority to approve the scheduling of any Event to be held at the Facility, subject to the limitations and requirements of this Agreement; and (3) any contract entered into between TRF and a subsidiary and/or Affiliate company shall be at terms and for prices customarily charged by such subsidiary and/or Affiliate company for comparable goods and services elsewhere at rates that are competitive within the industry; 5.5.4. maintain the Facility (excluding all structural components thereof and maintenance and replacement of all electrical HVAC, life safety, mechanical, plumbing and other systems and equipment)in a good and clean condition consistent with other Comparable Facilities and in compliance with all Governmental Requirements, ordinary wear and tear, and casualty loss excepted. Maintenance responsibility shall include, without limitation, preventative and any and all other maintenance and as required in Exhibit"B"to this Agreement (entitled"City of Miami Beach Minimum Specifications for Maintenance of the North Shore Band Shell"). TRF shall keep on-site maintenance manuals and records reflecting all of TRF's maintenance activities, all of which shall be available for inspection by the City Manager upon request. TRF shall submit to the City Manager periodic (not less than Quarterly) reports specifying all maintenance work performed during such period, which reports shall be used by the City's Parks and Recreation Department as part of an annual City maintenance Page 9 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL inspection and review, TRF warrants and represents to City that, prior to the Effective Date, TRF inspected the Facility, and TRF hereby accepts the Facility"as-is,where-is and with all faults." 5.5.5 rent, lease, or purchase all equipment and maintenance supplies necessary or appropriate for the day-to-day operation and maintenance of the Facility; 5.5.6 establish and adjust prices, rates and rate schedules for the aforesaid licenses, agreements and contracts, and any other commitments relating to the Facility to be negotiated by TRF in the course of its management, operation, booking and promotion of the Facility. The prices, rates and rate schedules for the rental of the Facility, set forth in the attached Exhibit "C", have been approved by the City Manager.Any subsequent change to the rates or rate schedule shall be submitted to the City Manager for his review and written approval,prior to TRF's implementation of same; 5.5.7 pay when due, all Operating Expenses from TRF's own funds; 5.5.8 after consultation with the City Manager and the City Attorney, and subject to approval by the City Attorney or his designee, institute as agent for the City, the costs of which shall be included as Operating Expenses, such legal actions or proceedings necessary or appropriate in connection with the operation of the Facility (using legal counsel approved by the City Attorney), including, without limitation, to collect charges, rents or other revenues due to the City or to cancel, terminate or sue for damages under, any license, use, advertisement or concession agreement for the breach thereof or default thereunder by any licensee, user, advertiser, or concessionaire at the Facility; institute on TRF's a own behalf(and not as agent for City) without consultation or approval of the City, the costs of which shall be included as Operating Expenses, such legal actions or proceedings necessary or appropriate in connection with the operation of the Facility, including, without limitation, to collect charges, rents or other revenues • due to the City or TRF or to cancel, terminate or sue for damages under, any license, use, advertisement or concession agreement for the breach thereof or default thereunder by any licensee, user, advertiser, or concessionaire at the Facility; 5.5.9 maintain a master set of all Event records, booking records and schedules for the Facility(which shall be available for inspection by the City Manager upon request); 5.5.10 provide day-to-day administrative services in support of its management activities to ensure that the Facility shall be operated, managed, and maintained and performed in a first class manner consistent with similar first class facilities including, but not limited to, acquisition of services, equipment, supplies and facilities; maintenance and property management; personnel management; record-keeping; collections and billing; and similar services; 5.5.11 engage in advertising, solicitation, and promotional activities necessary to effectively market the Facility and Events, and manage related social media platforms for the Facility. Any marketing materials created for the Facility will remain the exclusive property of the City. In connection with its activities under the terms of this Agreement, TRF will be permitted to use the logo and brand identity of the City of Miami Beach, and of the Facility, as approved by the City Manager; Page 10 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL 5.5.12. act as a collection agent for the City on sales taxes as required from for-profit facility rentals of the Facility and remit to the State of Florida such sales taxes; 5.5.13. comply with all City Agreements; 5.5.14. except as otherwise approved by the City Manager, TRF shall not license or allow the use of any portion of the Facility except as permitted under Section 3 and, in such case, only for short-term users (i.e., less than fourteen (14) consecutive days). TRF shall require that all users of the Facility provide certificates of insurance evidencing appropriate insurance and any other insurance required by the applicable license, use or occupancy agreement. Copies of these certificates shall be furnished to the City Manager or City Manager's designee prior to any Event or use. Such insurance shall be kept in force at all times by all licensees,users, lessees and concessionaires. All liability policies shall name the City and TRF as additional insureds. TRF shall also require all users of the Facility to execute (among the terms of the license or occupancy agreement) an agreement to indemnify, defend and hold harmless the City. TRF standard license or occupancy agreement shall, at a minimum, include the insurance and indemnity requirements contained herein; shall further be subject to the prior review and approval of the City Manager and City Attorney's Office; and—if and when approved—shall be attached as Exhibit"D"hereto. SECTION 6. COMPENSATION TO THE CITY FOR USE OF THE FACILITY(USE FEE). 6.1. Base Use Fee. For the initial term of the Agreement, TRF shall pay City an annual use fee for the right to use the Facility in the amount of$1.00, in consideration of TRF's not for profit status and its investments in programming, staffing, marketing and improvements. All payments are payable annually, commencing on the Commencement Date and thereafter on the first day of each Contract Year. The Base Use Fee (and all other amounts due hereunder) shall be paid to City in legal tender of the United States of America at the following address: Parks and Recreation Department, 1701 Meridian Avenue Suite 401, Miami Beach, Florida 33139, Attention: Elizabeth Valera, Deputy Director; or at such other place that City may from time to time designate by notice in writing. 6.2 Additional Fees and Charge. In addition to the Base Use Fee as set forth in section 6.1,TRF shall also be responsible for payment of the following Additional Fees and Charges: 6.2.1 Operating Expenses. TRF shall pay all costs and expenses related to Operating Expenses, except with respect to utilities for which the City is responsible, as more specifically set forth in Section 20 herein. TRF hereby irrevocably and unconditionally guarantees to the City that Operating Revenues shall at all times be sufficient to pay as and when due all Operating Expenses and any and all other amounts that TRF is obligated to pay pursuant to this Agreement, and further covenants and agrees that if at any time there are insufficient Operating Revenues to pay all of the foregoing amounts, as and when required, TRF shall immediately pay the difference from TRF's own funds. This obligation is absolute and unconditional and shall even apply if Operating Revenues are reduced or limited by facts or Page 11 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL circumstances not contemplated by the parties or for reasons beyond the parties'control. The provisions of this section 6 shall survive any termination or expiration of this Agreement. 6.2.2 Sales Tax. TRF shall pay and include any and all additional sums for applicable sales and use tax, now or hereafter prescribed by State, federal or local law, concurrent with and to the extent any sales tax is imposed in connection with any payment due hereunder by TRF. 6.2.3 Notwithstanding this Section 6, TRF shall not be responsible for paying for major capital improvements or infrastructure within the Facility. SECTION 7—INTENTIONALLY OMITTED. SECTION 8-RIGHTS RESERVED TO CITY. 8.1 Rights of Entry. Representatives, contractors and employees of the City shall have the right to enter all portions of the Facility to inspect same, to observe the performance of TRF of its obligations under this Agreement, to install, remove, adjust, repair, replace or otherwise handle any equipment, utility lines, or other matters in, on, or about the Facility, or to do any act or thing which the City may be obligated or have the right to do under this Agreement. Nothing contained in this subparagraph is intended or shall be construed to limit any other rights of the City under this Agreement. The City shall not unreasonably interfere with the activities of TRF hereunder, and the City's actions shall be conducted such that disruption of TRF work shall be kept to a minimum and there shall be no disruption of any Event by City (the City's actions in its proprietary capacity of the foregoing, shall not diminish any rights of City in its governmental capacity). 8.2 Signage. Exterior marquee messaging will be controlled by TRF and will list only Events taking place within the Facility. TRF shall include City requested public information messages. TRF shall provide, at its sole expense and responsibility, any required signs within the Facility. All signage shall be approved by the City Manager, and shall be in accordance with all applicable Municipal, County, State and Federal laws and regulations.Any signage shall be subject to the prior approval of the City Manager as to size, shape and placement of same. 8.3 Interior Signage. TRF shall be entitled to all non-permanent interior signage(i.e. signage having a total duration not to exceed twelve consecutive (12) months) relating to an Event, including, without limitation, temporary banners, and all proceeds derived therefrom shall be Operating Revenues; provided, however, that the names affixed thereon are subject to the City Manager's prior written approval, which shall not unreasonably be withheld, conditioned or delayed. In no event may any such signage include the names of any company selling the following types of products ("Prohibited Names"): guns, tobacco or sexual products. Any and all other naming right not expressly provided for in this subsection 8.3, and any revenues derived therefrom, shall be owned and controlled exclusively by the City. Page 12 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF E FOR THE MGMT OF THE NORTH SHORE BAND SHELL 8.4 General Requirement. AIL signage (whether interior, exterior, permanent and/or temporary)shall comply with all applicable Governmental Requirements, and shall be maintained by TRF in good condition. SECTION 9. LINIIT.ED FUNDING BY CITY. +'F During the first Fiscal Year of the initial term of this Agreement (From October 1, 2014 through September 30, 2015), the City shall provide funding to TRF, in the amount of $30,000.00 ("City Contribution(s)"), payable within fiftee=n. (15) days following the end of each Quarter, with the first payment, in the amount of $7,500.00, due April 15, 2015; $11,250.00 due on July 15, 2015, and $11,250.00 due on October 15, 2015. TRF shall submit an invoice for each payment of such City Contribution and also submit the corresponding reports due for that particular Quarter. The City, in its sole discretion, may condition payment of the City upon TRF providing the requisite reports under this Agreement, including, without limitation, those reports set forth in Sections 5 and 12 of this Agreement. Thereafter, subject to funding availability, the City shall provide a City Contribution, in an amount up to $45,000.00 annually, during the balance of the Initial Term and any Renewal Terms (should said Renewal • Terms be granted, at the sole option of the City), toward the operation of the Facility. Except as set forth • in this Section 9, and other costs which the City has expressly agreed to pay under the terms of this Agreement, the City will have no other funding or other payment obligations with respect to the Facility or its Operating Expenses or its operations. Additionally,TRF and City have entered into this Agreement • with the expectation and belief that, as of the Effective Date, no governmental body will impose any ad valorem taxes upon the Facility nor any sales, income, excise or other taxes. Notwithstanding the • preceding sentence, the City makes no representation to TRF, either expressed or implied, that any or all • • of such taxes may or may not be imposed at any time during the Term of the Agreement. SECTIO:N 10.RECEIPTS AND DISBURSEMENTS TRF shall establish and maintain in one or more depositories, one or more operating, payroll and other bank accounts for the operation and management of the Facility, as TRF shall determine. All • Operating Revenues collected by TRF from the operation of the Facility shall be deposited into the accounts and all Operating Expenses shall be paid by TRF as agent for the City from the accounts. Any • amounts remaining in the operating accounts upon expiration or termination of this Agreement for any reason, after payment of all other amounts that TRF is required to pay under this Agreement through the date of expiration or termination,shall be promptly paid to TRF. SECTION 1.1.ALTERATIONS,MAINTENANCE,AND REPAIRS. 11.1 TRF shall not make any additions, improvements, or alternations (collectively "Alterations")to the Facility without the City Manager's prior written consent. The cost of all Alterations made by TRF shall be borne solely by TRF from its own funds and shall not constitute Operating Page 13 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL Expenses, unless. otherwise agreed to by the City under• the category of Capital Improvements or Maintenance. The City Manager shall not unreasonably withhold, condition or delay his/her consent to any Alterations except that the City Manager may withhold consent, in his/her sole and absolute discretion, with respect to any Alterations that change the structural elements or life-saving systems or that affect the exterior of the Facility; Notwithstanding anything to the contrary, however, TRF shall not under any circumstances be permitted to make any Alterations that: (i) affect the structural portions of the Facility, or (ii) fail to comply with any applicable Governmental Requirements; or (iii) interfere in any material manner with the proper functioning of any mechanical, electrical, plumbing, HVAC, life safety or other systems, facilities or equipment of the Facility. Except as required pursuant to Section 5.5.4, it is understood by the parties hereto that TRF shall not be responsible, nor required to pay for, any other costs related to capital improvements or infrastructure (i.e. including, but not limited to, plumbing and sewer lines,major electrical, structural,HVAC,roof, etc.)with regard to the Facility. 11.2 TRF shall obtain all required permits for Alterations performed by, through or under TRF and shall perform or cause to be performed such Alterations in compliance with all Governmental Requirements. Under no circumstances shall TRF make any Alterations which incorporate any Hazardous Substances including, without limitation, asbestos-containing construction materials, into the Facility. Any request for City Manager's consent to any proposed Alterations by, through or under TRF shall be made in writing and shall contain plans or other written materials describing the work in detail reasonably satisfactory to City Manager, provided that architectural plans shall not be required unless required for the issuance of a building permit. The City Manager shall provide or deny consent within twenty (20) business days following receipt of TRF's written request, the failure to provide or deny consent within such twenty (20) business day period shall be deemed a consent. Should the work proposed by TRF and consented to by City Manager modify the basic floor plan of the Facility and the building permit therefor require architectural plans, then TRF shall, at its expense, furnish City with as- built drawings and CAD disks for such work. Unless the City Manager otherwise agrees in writing, all Alterations made or affixed to the Facility (excluding moveable trade fixtures, equipment, personal property and furniture) (including without limitation, all upgrades constructed pursuant to subparagraph (b)), shall become the property of City and shall be surrendered with the Facility at the expiration or termination of this Agreement. With respect to Alterations costing in excess of $200,000, the City Manager may require TRF to obtain a payment bond for the work. 11.3 Maintenance. TRF shall, at its sole cost and expense, have sole responsibility for basic maintenance to be performed on a regular basis on all facilities, improvements, and facilities and utilities infrastructure equipment at the Facility, as well as any necessary repairs to the perimeter walls and gates. Any other repairs or replacement of the same is the responsibility of the City. TRF shall, at its sole cost and expense, and to the satisfaction of the City, keep and maintain the Facility, and all improvements Page 14 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL thereon, in good, clean, and sanitary order. The City shall, at its sole cost and expense, have the sole responsibility for maintaining the grounds of the North Shore Band Shell and surrounding park. To that end, the parties herein acknowledge, and TRF herein agrees to be bound by, the minimum maintenance standards set forth in Exhibit "B" to this Agreement, entitled "City of Miami Beach Minimum Specifications for Maintenance of the North Shore Band Shell." It is further understood that TRF shall provide the City with a Quarterly maintenance report, in a format to be approved by the City Manager. Setting forth any repairs made to the Facility during the reported Quarter. 11.4 Personal Property. A list of existing City-owned personal property included in the Agreement for use by TRF during the Term hereof is attached and incorporated herein as Exhibit "E". TRF hereby accepts such equipment in its"as-is"condition, and without any warranty(ies) and, at its sole cost and expense, acquire and maintain all replacement and such other equipment and, at its sole cost and expense, acquire and maintain all replacement and such other equipment as may be necessary to maintain the Facility in a condition which satisfies those maintenance standards set forth in Exhibit `B", but shall not have an obligation to improve the condition of the existing City-owned personal property beyond the "as-is" condition in which it was accepted, all of which shall be noted on the inventory. TRF shall have the right, at the initial inventory and at any point thereafter, to decline the use and responsibility for any existing City-owned personal property not useful for its operation of the Facility, and may turn such existing City-owned personal property over to the City in the condition in which it was accepted. Any personal property purchase with Operating Revenues shall become City-owned personal property and included in the inventory for the Facility. The City shall have the right to periodically take an inventory of any or all City-owned equipment at the Facility. SECTION 12.RECORDS,AUDITS AND REPORTS. 12.1 Records and Audits. TRF shall keep full and accurate accounting books and records relating to all Operating Revenues and Operating Expenses, all in accordance with generally accepted accounting principles. TRF shall give the City such books and records during reasonable business hours and upon reasonable advance notice.All books and records shall be made available on-site at the Facility or electronically. TRF shall keep and preserve for at least three (3) years following each Fiscal Year, or for as long as such records are required to be retained pursuant to Florida Public Records Law(whichever is longer), all sales slips, rental agreements, purchase order, sales books, credit card invoices, bank books or duplicate deposit slips, and other evidence of Operating Revenues and Operating Expenses for such period. In addition, on or before 120 days following each Fiscal Year,TRF shall furnish to the City a line item(i.e., by categories) statement of Operating Costs and Operating Revenues (and profit or loss) for the Facility for the preceding Fiscal Year, and including the number of tickets sold and Events held, including any Facility Rentals, prepared in accordance with generally accepted accounting principles certified as accurate by TRF s Chief Accounting Officer or Chief Financial Officer. Page 15 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL 12.2 The City Manager shall have the right at any time, and from time to time, to cause independent auditors or the City's own accountants or auditors to audit all of the books of TRF relating to • Operating Revenues, Operating Expenses, tickets and Events including, without limitation, cash register tapes, credit card invoices, duplicate deposit tapes, and invoices. No costs incurred by the City in conducting such audit shall be considered an Operating Expense. 12.3 Annual Plan. Commencing on June 1, 2015, and thereafter on June 1st of each Contract Year during the term herein, TRF shall provide to the City an annual management plan, which shall include the annual operating budget for the then current Fiscal Year but may not have a complete booking plan or event schedule. The annual plan shall include information regarding TRF'S anticipated operations for such Fiscal Year, including planned operating and maintenance activities, anticipated capital improvements and capital equipment purchases and an anticipated budget therefore, anticipated Events at the Facility (to the extent known at such time), and planned equipment and furnishings purchases. TRF shall have the right from time to time to make any changes it deems necessary or appropriate to any such annual plan so long as the annual plan is consistent with TRF'S fulfillment of its obligations hereunder. 12.4 Programmatic Plan. Accompanying TRF's proposed annual budget shall be the Facility Programmatic Plan for the next fiscal year, detailing the then-known activities planned, and the number of residents and visitors anticipated to be impacted. 12.5 Major Capital Repairs. Accompanying TRF's proposed annual budget shall be a detailed list of then-known major capital repairs anticipated for the Facility, which remain the sole responsibility of the City. SECTION 13.INDEMNIFICATION. TRF shall indemnify, hold harmless and defend (with counsel approved by the City Attorney) the City, its officers, agents, servants and employees from and against any and all claims, liabilities, demands, causes of action, costs and expenses (including reasonable attorneys' fees at trial and all levels of appeal) of whatsoever kind or nature ("Claims") arising out of (i) errors, omission or negligent act or willful misconduct of TRF, its agents, servants, contractors, or employees; (ii) any default by TRF under this Agreement; or (iii) any other claim arising, directly or indirectly, from the operation or management of the Facility or any Event held therein or rental or use of the Facility; provided that there is expressly excluded from the foregoing obligations any Claims to the extent resulting solely from the gross negligence or willful misconduct of the City, its officers, agents (excluding TRF), contractors (excluding TRF) and employees or the use of the Facility by the City, its officers, agents (excluding TRF), and employees, pursuant to Section 16 hereof. The provisions of this Section 13 shall survive expiration or termination of this Agreement. Page 16 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL SECTION 14. INSURANCE REQUIREMENTS. TRF shall maintain, at TRF s sole cost and expense, the following types of insurance coverage at all times throughout the Term of this Agreement: 14.1 General liability insurance with not less than the following limits: • General aggregate $2,000,000 • Products(completed operation • aggregate) $2,000,000 • Personal and advertising(injury) $1,000,000 • (Per occurrence) $1,000,000 • Fire damage $ 100,000 • Medical Expense $ 5,000 • Liquor Liability(aggregate) $2,000,000 • (Per occurrence) $1,000,000 14.2 Workers Compensation Insurance shall be required under the Laws of the State of Florida 14.3 Fire Insurance for the Facility shall be the responsibility of the City. 14.4 Builder's Risk. TRF shall carry Builder's Risk insurance during any period of construction of Alterations or any other period of construction by,through or under TRF. The policies of insurance referred to above shall not be subject to cancellation or changing coverage except upon at least thirty (30) days written notice to City and then subject to the prior written approval of the City's Risk Manager. TRF shall provide the City with a Certificate of Insurance for each such policy, which shall name the City as an additional named insured. All such policies shall be obtained from companies authorized to do business in the State of Florida with an A.M. Best's Insurance Guide (latest edition) rating acceptable to the City's Risk Manager, and any replacement or substitute company shall also be subject to the approval of the City's Risk Manager. Should TRF fail to obtain, maintain or renew the policies of insurance referred to above, in the required amounts, the City may, at its sole discretion, obtain such insurance, and any sums expended by City in obtaining said insurance, shall be repaid by TRF to City, plus ten percent (10%) of the amount of premiums paid to compensate City for its administrative costs. If TRF does not repay City's expenditures within fifteen (15) days of demand, the total sum owed shall accrue interest at the rate of twelve percent (12%) until paid, and such failure shall be deemed an event of default hereunder. TRF shall be the named insured under all such policies. The City shall be an additional insured under the insurance policies described in subsections 14.1, 14.3 and 14.4 hereof, as its interests may appear, and all such insurance policies shall contain a provision covering the indemnification liabilities hereunder. Page 17 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL The terms of insurance policies referred to in Section 14 shall preclude subrogation claims against TRF,the City and their respective officers, employees and agents. SECTION 15.OWNERSHIP OF ASSETS. Ownership. The ownership of the Facility and all buildings and real estate, all existing (and replacements thereof) technical and office equipment and facilities, furniture, displays, fixtures, vehicles and similar tangible property located at the Facility at the time of the commencement of this Agreement shall remain with the City. Any and all technical and office equipment and facilities, furniture, displays, fixtures, vehicles and similar tangible property purchased by TRF for use at the facility shall remain property of TRF. Ownership of and title to all intellectual property rights of whatsoever value held in the City's name shall remain in the name of the City. The ownership of data processing programs and software owned by the City shall remain with the City, and the ownership of data processing programs and software owned by TRF shall remain with TRF. TRF shall not take or use, for its own purposes, customer lists or similar materials developed by the City for the use of the Facility, unless prior written consent is granted by the City Manager. Ownership of equipment, furnishings, materials, or fixtures not considered to be real property purchased by TRF with Operating Revenues for use at and for the Facility shall vest in the City automatically and immediately upon purchase or acquisition("City Property"). The assets of the City as described herein shall not be pledged, liened, encumbered or otherwise alienated or assigned. Notwithstanding anything to the contrary contained in this Agreement, any personality, furnishings, and movable equipment that is not a fixture and is not integral to the operation of the Facility purchased by TRF with outside funds, (funds which are not a part of Operating Revenue) and used at the Facility shall be the sole property of TRF. Ownership of and title to all intellectual property rights of whatsoever value related to marketing and promotional materials, designs, slogans, social media profiles, and web pages will remain the exclusive property of the City. SECTION 16. USE BY THE CITY. The City shall have the right to use the Facility, or any part thereof, subject to availability, for the benefit of the community for such purposes including, but not limited to, meetings, City-sponsored special events, Movie Nights receptions, and other purposes, as deemed necessary by the City Manager, in his sole and absolute discretion, without the payment of any rental or use fee,except that the direct out- of-pocket expenses incurred in connection with such uses shall be paid by the City. In addition,TRF shall honor all existing booked rentals and pre-determined Events scheduled at the Facility as outlined in Exhibit"F", attached hereto and made a part hereof. Page 18 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL SECTION 17. ASSIGNMENT/SUBLET. 17.1 Except as otherwise specifically provided in this Section 17, TRF may not voluntarily or by operation of law, assign, encumber,pledge or otherwise transfer all or any part of TRF's interest in this Agreement or subcontract its management duties hereunder without the City's prior written consent, which may be granted or withheld in City's sole and absolute discretion.Any attempt by TRF to assign all or any part of its interest and any attempt to subcontract its management duties hereunder without first having obtained City's prior written approval shall be void and of no force or effect. In the event of any assignment, transfer, encumbrance or subcontract,TRF shall nevertheless remain liable for all obligations hereunder and the transferee shall be jointly and severally liable for all obligations thereafter arising under this Agreement. Any transfer of a controlling interest in TRF (whether in a single transaction or multiple transactions) shall be considered an assignment of this Agreement. TRF specifically recognizes that City selected TRF to be the manager of the Facility as a result of the City's evaluation of TRF's specific qualifications and experience in operating similar first class facilities. 17.2 The provisions of subsection 17.1 above shall not prevent TRF in the performance of its management duties hereunder to grant licenses and concessions and rental agreements for Events and entering into a concessions agreement for the concession operations at the Facility. SECTION 18. SECURITY. TRF shall provide reasonable security to protect the Facility and its equipment, materials and facilities, including any City equipment, furnishings, and fixtures used by TRF, and shall be solely responsible to the City for any loss or damage to any City equipment, furnishings, and fixtures so used by TRF. SECTION 19. PERMITS; LICENSES;TAXES;APPLICABLE LAWS. TRF agrees to obtain and pay for all permits and licenses necessary for the conduct of its business, including a liquor or beer and wine license for the Facility, and agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by TRF. TRF shall also be solely responsible for payment of any and all taxes levied on the Facility and its operations. In addition, TRF shall comply with all rules, regulations and laws of the City; Miami-Dade County; the State of Florida; and the U.S. Government now in force or hereafter to be adopted. SECTION 20 UTILITIES; RESPONSIBILITY FOR TAXES AND ASSESSMENTS. 20.1 Utilities. During the initial term only, The City shall be solely responsible for and shall pay(whether to the City or directly to the utility) before delinquency, of all charges for all water and sewer, and electricity utilities used at the Facility. Any other utilities, including the connection of a phone line, shall be the responsibility of TRF. Page 19 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL 20.2 Procedure If Taxes Assessed. TRF agrees to, and shall pay before delinquency, all taxes and assessments of any kind assessed or levied, whether upon TRF or the Facility, by reason of this Agreement or by reason of any use(s) and/or activity(ies) of TRF upon or in connection with the Facility. The parties acknowledge that TRF's operation and use of the Facility is for public purposes, and therefore anticipate that, as of the Effective Date, no ad valorem taxes should be assessed by the Miami-Dade County Tax Appraiser. If, however, taxes are assessed by the Property Tax Appraiser,TRF has the right to terminate this agreement without penalty by providing 90 days notice to the City, at which point the City shall be solely responsible for such payment(s). SECTION 21. FORCE MAJEURE. No party will be liable or responsible to the other party for any delay, damage, loss, failure, or inability to perform caused by "Force Majeure" if notice is provided to the other party within ten (10) days of date on which such party gains actual knowledge of the event of"Force Majeure"that such party is unable to perform. The term"Force Majeure" as used in this Agreement means the following: an act of God, strike, war, public rioting, lightning, fire, storm, flood, explosions, epidemics, landslides, lightning storms, earthquakes, floods, storms, washouts, civil disturbances, explosions, and any other cause whether of the kinds specifically enumerated above or otherwise which is not reasonably within the control of the party whose performance is to be excused and which by the exercise of due diligence could not be reasonably prevented or overcome (it being acknowledged that under no circumstances shall a failure to pay amounts due and payable hereunder be excusable due to a Force Majeure). Neither party hereto shall be under any obligation to supply any service or services if and to the extent and during any period that the supplying of any such service or services or the provision of any component necessary therefore shall be prohibited or rationed by any Governmental Requirements. In the event of substantial damage to or destruction of the Facility by reason of fire, storm or other casualty or any eminent domain action or other regulatory action that, in either case, shall render a substantial part of the Facility inoperable for a period of at least ninety(90) days or in TRF's or the City's reasonable opinion the Facility can no longer be operated in a reasonably profitable manner as a result of the damages or action for a period of at least ninety (90) days from the happening of the fire, other casualty or regulatory action, either party may terminate this Agreement upon written notice to the other. Upon any such termination, the provisions of Section 31 shall apply; and provided City shall receive the entire amount of all insurance proceeds or eminent domain award as applicable. SECTION 22. INSPECTION. TRF agrees that the Facility may be inspected at any time upon reasonable notice by authorized representatives of the City, or by any other State, County, Federal or municipal officer or agency having responsibilities for inspections of such operations and/or Facility. Page 20 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL SECTION 23. WAIVER OF INTERFERENCE. TRF hereby waives all claims for compensation for loss or damage sustained by reasons of any interference with its operation and management of the Facility by any public agency or official as a result of their enforcement of any laws or ordinances or of any of the rights reserved to the City herein. Any such interference shall not relieve TRF from any obligation hereunder. SECTION 24. NO LIENS. TRF agrees that it will not suffer, or through its actions or anyone under its control or supervision, cause to be filed upon the Facility any lien or encumbrance of any kind. In the event any lien is filed, the TRF agrees to cause such lien to be discharged within ten(10)days therefrom, and in accordance with the applicable law and policy. If this is not accomplished, the City may automatically terminate this Agreement, without further notice to TRF. SECTION 25. TRF EMPLOYEES,MANAGERS AND BOARD OF DIRECTORS. 25.1 The City and TRF recognize that in the performance of this Agreement, it shall be necessary for TRF to retain qualified individuals to effectuate and optimize TRF's management and operation of the Facility. TRF shall select, train and employ at the Facility such number of employees as is necessary or appropriate for TRF to satisfy its responsibilities hereunder. TRF shall recruit employees consistent with standards employed at comparable first class facilities, and TRF shall have authority to hire, terminate and discipline any and all personnel employed by TRF working at the Facility. Any such personnel, whether employees, agents, independent contractors, volunteers, and/or other, employed, retained, or otherwise engaged by TRF for such purpose(s), shall not be deemed to be agents, employees, partners,joint ventures, or associates of the City, and shall not obtain any rights or benefits under the civil service or pension ordinances of the City or any rights generally afforded classified or unclassified employees of the City; further they shall not be deemed entitled to the Florida Worker's Compensation benefits as employees of the City. Additionally, TRF, and/or its employees shall never have been convicted of any offense involving moral turpitude or felony. Failure to comply with this subsection shall constitute cause for termination of this Agreement. 25.2 TRF shall assign to the Facility a competent staff member experienced in the operations of similar facilities, who will be located on-site with regular and posted hours during the Term. The staff member will be supervised by a general manager who is experienced in operating and managing similar facilities. The staff member shall be accessible to the City Manager at all reasonable times to discuss the management, operation, and maintenance of the Facility. "Accessible" shall mean available either in person, by phone and/or e-mail during business and/or operation hours and within a reasonable time frame during non-business hours in the event of an emergency. The City Manager may also request that Page 21 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL the staff member be replaced and TRF shall duly consider all such request but shall but not be obligated to replace the staff member. SECTION 26. NO IMPROPER USE. TRF will not use, nor suffer or permit any person to use in any manner whatsoever, the Facility for any purpose in violation of any Federal, State, County, or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. TRF shall not use the Facility for any unlawful purpose and shall comply with all laws, permitting, and licensing requirements now in force or hereafter adopted, applicable to the Facility or the activities, uses, and/or business(es) conducted on the Facility. TRF agrees not to knowingly use the Facility for, or to permit operation of any offensive or dangerous activity, nuisance or anything against public policy. Any criminal activity in the Facility knowingly caused by or knowingly permitted by TRF shall result in automatic termination of this Agreement. Except as may result from acts of force majeure, TRF agrees that it will not allow the Facility to become unoccupied or vacant. TRF shall take appropriate precautions to prevent fire on the Facility, maintaining existing fire detection devices and extinguishing equipment at all times. Fire detection devices and extinguishing equipment to be provided and maintained by the City. SECTION 27. NO DANGEROUS MATERIALS. TRF agrees not to use or permit in the Facility the storage of illuminating oils, oil lamps, turpentine, gasoline (except for small containers [5 gallons or less] for machinery), benzene, naphtha, or other similar substances, or explosives or any kind, or any substance or thing prohibited in the standard policies of fire insurance companies in the State of Florida. SECTION 28. NO CLAIM AGAINST CITY OFFICERS,EMPLOYEES,INDIVIDUALS. It is expressly understood and agreed by and between the parties hereto that all individuals, employees; officers, and agents of the City are acting in a representative capacity and not for their own benefit; and that neither TRF nor any occupant shall have any claim against them or any of them as individuals in any event whatsoever in conjunction with any acts or duties which are reasonably related to the performance of their duties. SECTION 29. DEFAULT AND TERMINATION. 29.1 TRF's Defaults. The occurrence of any one or more of the following events shall constitute an event of Default by TRF. 29.1.1 The failure by TRF to make any payment required to be made by TRF as and when due,which continues for more than ten(10)days after written notice from City; 29.1.2 The failure or inability by TRF to observe or perform any of the covenants or Page 22 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL provisions of this Agreement to be observed or performed by TRF, which continues for more than thirty (30) days after written notice from City Manager; provided, however, if the nature of the failure is such that more than such period is reasonably required for its cure, then TRF shall not be deemed to have committed an Event of Default if TRF commences the cure within such period and thereafter diligently pursues the cure to completion and actually completes the cure within an additional sixty(60)day period; 29.1.3 Except as permitted pursuant to Section 17 of this Agreement, the assignment, encumbrance, pledge, or transfer of this Agreement, whether voluntarily or by operation of law, or any subcontract of TRF's duties hereunder, which continues for more than fifteen (15) business days after written notice thereof from City Manager; 29.1.4 (i)The making by TRF of any general assignment for the benefit of creditors; (ii) the filing by or against TRF of a petition to have TRF adjudged a Chapter 7 debtor under the Bankruptcy Code, or any Code or to have debts discharged or a petition for reorganization or arrangement under any law relating to bankruptcy(unless, in the case of a petition filed against TRF,the same is dismissed within sixty (60) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of TRF's assets located at the Facility or of TRF's interest in this Agreement, if possession is not restored to TRF within sixty (60) days; or (iv) the attachment, execution or other judicial seizure of substantially all of TRF's assets located at the Facility or of TRF's interest in this Agreement, where the seizure is not discharged within sixty(60)days. 29.2 City Remedies. If an Event of Default by TRF occurs, then in addition to any other remedies available to City, City may exercise the following remedies: 29.2.1 City may terminate this Agreement by written notice to TRF, in which case this Agreement shall terminate and TRF shall immediately surrender possession of the Facility to City. Upon termination, City shall be entitled to recover from TRF: (1) Operating Expenses that remain unpaid through the date of termination; (2) all other amounts that TRF is required to pay under this Agreement through the date of termination. 29.2.2 City may seek specific performance of any of TRF's obligations hereunder or seek injunctive relief; 29.2.3 City may exercise any other remedies available at law or in equity. 29.2.4 The various rights and remedies reserved to City in this Agreement or otherwise shall be cumulative and, except as otherwise provided by Florida law, City may pursue any or all of its rights and remedies at the same time. 29.3 TRF's Remedies. If an Event of Default by City occurs, then TRF may exercise either of the following remedies: TRF may terminate this Agreement by written notice to City, in which case this Agreement shall terminate and TRF shall immediately surrender possession of the Facility to City. Upon termination,TRF shall be entitled to recover from City all amounts owed by City to TRF as of the termination date and the Page 23 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL provisions of Section 31 shall apply; or 29.4 Late Payments. Any payment owed to City or TRF under this Agreement including, without limitation, any other payment owed to City or TRF under this Agreement that is not received by City or TRF within ten(10) days following notice of such amount being due shall bear interest at the rate of eighteen percent (18%)per annum or the highest rate allowable by law ("Default Rate") from the date due until fully paid. 29.5 IN THE EVENT THAT TRF CEASES TO BE A NOT-FOR-PROFIT CORPORATION, THIS AGREEMENT SHALL BE AUTOMATICALLY TERMINATED. SECTION 30. [INTENTIONALLY DELETED]. SECTION 31.TERMINATION. 31.1 Termination for Convenience by City. The City reserves and retains the right, at its sole option and discretion, to terminate this Agreement, without cause and without penalty, with regard to TRF's rights and responsibilities with respect to the operation, management, maintenance, promotion and marketing of the Facility,upon one hundred eighty(180) days prior written notice to TRF. 31.2 Effect of Termination. In the event this Agreement expires or is terminated for any reason: (1)All Operating Expenses and all other obligations for the period up to the date of expiration or termination shall be paid using funds on deposit in the account(s) described in Section 10 and to the extent such funds are not sufficient, TRF shall pay all such amounts from its own funds; (2) After all amounts referenced in subparagraph (1) have been paid, TRF may retain all remaining Operating Revenues (if any). Upon the expiration of this Agreement or a termination for any reason, all further obligations of the parties hereunder shall terminate except for the obligations which for all periods up to the date of expiration or termination and such other obligations as are stated to survive or be performed after such expiration or termination. All of the foregoing reimbursement and the payment obligations are to be made within thirty (30) days after the termination date. The provisions of this Subsection 31.2 regarding the above reimbursement and payment obligations of the City shall survive the termination of this Agreement. 31.3 Surrender of Facility. Upon termination or expiration of this Agreement TRF shall surrender and vacate the Facility upon the effective date of such termination(or expiration). The Facility and all equipment and furnishings shall be returned to the City in a good and clean condition consistent with other similar Comparable Facilities and in compliance with all Governmental Requirements, ordinary wear and tear, and casualty loss excepted. SECTION 32. NOTICES. All notices from the City to TRF shall be deemed duly served if mailed by registered or certified Page 24 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL mail to TRF at the following address: The Rhythm Foundation, Inc. 407 Lincoln Road#6E Miami Beach Florida 33139 Attention: Laura Quinlan,Executive Director All notices from TRF to the City shall be deemed duly served if mailed to: City of Miami Beach 1700 Convention Center Drive Miami Beach,Florida 33139 Attention: City Manager With copies to: City of Miami Beach 1700 Convention Center Drive Miami Beach,Florida 33139 Attention: John Rebar,Parks and Recreation Department Director TRF and the City may change the above mailing addresses at any time upon giving the other party written notification. All notice under this Agreement must be in writing. SECTION 33. NO DISCRIMINATION. 33.1 The TRF agrees that there shall be no discrimination as to race, color, national origin, religion, sex, intersexuality, gender identity, sexual orientation, marital and familiar status, or disability in the operations referred to by this Agreement; and further, there shall be no discrimination regarding any use, service, maintenance or operation of the Facility. All facilities located on the Facility shall be made available to the public, subject to the right of TRF to establish and enforce reasonable rules and regulations to provide for the safety, orderly operation and security of the facilities. 33.2 No Discrimination in Employment; Affirmative Action. In connection with the performance of work under this Agreement, TRF shall not refuse to hire, discharge, refuse to promote or demote, or to discriminate in matters of compensation against, any person otherwise qualified, solely because of Tace, color, national origin, religion, sex, intersexuality, gender identity, sexual orientation, marital and familial status and age or disability. SECTION 34 [INTENTIONALLY DELETED. SECTION 35. LIMITATION OF LIABILITY The City desires to enter into this Agreement only if in so doing the City can place a limit on its 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. TRF hereby expresses his willingness to enter into this Agreement with TRF's recovery from the City for any damage Page 25 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL action for breach of contract to be limited to a maximum amount of$10,000, less the amount of all funds actually paid by the City to TRF pursuant to this Agreement. Accordingly, and notwithstanding any other term or condition of this Agreement, TRF hereby agrees that the City shall not be liable to TRF for damages in an amount in excess of$10,000, which amount shall be reduced by the amount actually paid by the City to TRF pursuant to this Agreement, 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 paragraph 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 36. NOT A LEASE. It is expressly understood and agreed that no part, parcel, building, structure, equipment or space is leased to TRF; that this Agreement is a management agreement and not a lease; and that TRF's right to operate and manage the Facility shall continue only so long as the TRF complies with the undertakings, provisions, agreements, stipulations and conditions of this Agreement. SECTION 37. MISCELLANEOUS. 37.1 Venue/Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to principals of conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be Miami-Dade County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT, CITY AND TRF 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. 37.2 No Partnership or Joint Venture. Nothing herein contained is intended or shall be construed in any way to create or establish the relationship of partners or a joint venture between the City and TRF. None of the officers, agents or employees of TRF shall be or be deemed to be employees of the City for any purpose whatsoever. 37.3 Entire Agreement. This Agreement and all Exhibits attached hereto contain the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, proposals or other expressions of intent with respect thereto. The Exhibits attached hereto are incorporated into and made a part of this Agreement. No other agreements, representations, warranties or other matters, whether oral or written, will be deemed to bind the parties hereto with respect to the subject matter hereof. 37.4 Written Amendments. This Agreement shall not be altered, modified or amended in whole or in part, except in writing executed by each of the parties hereto. The City Manager, on behalf of Page 26 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL the City, shall have authority to approve any changes to this Agreement. 37.5 Binding Upon Successors and Assigns;No Third-Party Beneficiaries. 37.5.1 This Agreement and the rights and obligations set forth herein shall inure to the benefit of, and be binding upon, the parties hereto and each of their respective permitted successors and permitted assigns. 37.5.2 This Agreement shall not be construed as giving any person, other than the parties hereto and their successors and permitted assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any of the provisions herein contained, this Agreement and all provisions and conditions hereof being intended to be, and being, for the sole and exclusive benefit of such parties and their successors and permitted assigns and for the benefit of no other person or entity. 37.6 Section Headings and Defined Terms. The headings contained herein are for reference purposes only and shall not in any way affect the meaning and interpretation of this Agreement. The terms defined herein and in any agreement executed in connection herewith include the plural as well as the singular and the singular as well as the plural, and the use of masculine pronouns shall include the feminine and neuter. Except as otherwise indicated, all agreements defined herein refer to the same as from time to time amended or supplemented or the terms thereof waived or modified in accordance herewith and therewith. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original copy of this Agreement, and all of which, when taken together, shall be deemed to constitute but one and the same agreement. 37.7 Severability. The invalidity or unenforceability of any particular provision, or part of any provision, of this Agreement shall not affect the other provisions or parts hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions or parts were omitted. 37.8 Non-Waiver. A failure by either party to take any action with respect to any default or violation by the other of any of the terms, covenants, or conditions of this Agreement shall not in any respect limit, prejudice, diminish, or constitute a waiver of any rights of such party to act with respect to any prior, contemporaneous, or subsequent violation or default or with respect to any continuation or repetition of the original violation or default. 37.9 Certain Representations and Warranties. 37.9.1 The City represents, warrants, and covenants to TRF the following: (i) City has full legal right, power and authority to enter into and perform its obligations hereunder; and (ii) this Agreement has been duly executed and delivered by the City and constitutes a valid and binding obligation of the City, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally or by general equitable principles. 37.9.2 TRF represents and warrants to the City the following: (i) TRF has full legal Page 27 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL right, power and authority to enter into and perform its obligations hereunder, and(ii) this Agreement has been duly executed and delivered by TRF and constitutes a valid and binding obligation of TRF, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally or by general equitable principles. 37.10 Governing Law. This Agreement will be governed by and construed in accordance with the internal laws of the State of Florida, without giving effect to otherwise applicable principles of conflicts of law. SECTION 38. TRF'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW. Pursuant to Section 119.0701 of the Florida Statutes, if TRF meets the definition of"Contractor" as defined in Section 119.0701(1)(a),the Concessionaire shall: a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service; b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; and d) Meet all requirements for retaining public records and transfer to the City, at no City cost, all public records created,received, maintained and/or directly related to the performance of this Agreement that are in possession of TRF upon termination of this Agreement. Upon termination of this Agreement, the Concessionaire shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. For purposes of this Article, the term "public records" shall mean 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. TRF failure to comply with the public records disclosure requirement set forth in Section 119.0701 of the Florida Statutes shall be a breach of this Agreement. In the event TRF does not comply with the public records disclosure requirement set forth in Section 119.0701 of the Florida Statutes, the City may, at the City's sole discretion, avail itself of the remedies set forth under this Agreement and available at law. Page 28 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL SECTION 39. PROHIBITIONS REGARDING SALE OR USE OF EXPANDED POLYSTYRENE FOOD SERVICE ARTICLES. Pursuant to Section 82-7 of the City Code, as may be amended from time to time, effective August 2, 2014, the City has prohibited the use of expanded polystyrene food service articles by City Contractors, in connection with any City contract, lease, concession agreement or Special event permit. Additionally, pursuant to Section 82-385 of the City Code, as may be amended from time to time, no polystyrene food service articles will be allowed in the right-of-way, and no polystyrene food service articles can be provided to sidewalk café patrons. Expanded polystyrene is a petroleum byproduct commonly known as Styrofoam. Expanded polystyrene is more particularly defined as blown polystyrene and expanded and extruded foams that are thermoplastic petrochemical materials utilizing a styrene monomer and processed by any number of techniques including, but not limited to, fusion of polymer spheres (expandable bead foam), injection molding, foam molding, and extrusion-blown molding(extruded foam polystyrene). Expanded polystyrene food service articles means plates, bowls, cups, containers, lids, trays, coolers, ice chests, and all similar articles that consist of expanded polystyrene. Additionally, Concessionaire agrees to comply(and ensure compliance by its vendors)with Section 46-92 (c) of the City Code, which states that it is unlawful for any person to carry awn rr expanded polystyrene product onto any beach or into any park within the City or for any business to provide plastic straws with the service or delivery of any beverage to patrons on the beach. TRF agrees not to sell,use,provide food in, or offer the use of expanded polystyrene food service articles at the Facility or in connection with this Agreement. TRF shall ensure that all vendors operating in the Facility abide by the restrictions contained in this Section. A violation of this section shall be deemed a default under the terms of this Agreement. This subsection shall not apply to expanded polystyrene food service articles used for prepackaged food that have been filled and sealed prior to receipt by the TRF or its vendors. SECTION 40. COCA-COLA. The City has entered into an agreement with Coca-Cola Bottling, effective September 1, 2011 — September 1, 2021, to be the exclusive provider of non-alcoholic beverages and coffee products. TRF shall only sell Coca-Cola beverages as listed in the attached Exhibit"G"and as may be updated from time to time. Page 29 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL IN WITNESS WHEREOF, the parties hereto have caused their names to be signed and their seals to be affixed; all as of this day and year first written above. Attest: CITY OF MIAMI BEACH --- Agit / / R.fael E. Gran,do,C' y,�.�''a ������� Philip Levine,Mayor '/ 0 : '''''''''),0,- \ . , / ' ' :INCORP ORATED; I STATE OF FLORD : ••�j _ r 26 COUNTY OF MIAMI-DADF"5: '''' The foregoing instrument was acknowledged before me this /f day of 2015, by Mayor Philip Levine, Mayor, and Rafael E. Granado, City Clerk, or their desi ees respectively, on behalf of the CITY OF MIAMI BEACH, known to me to be the persons described in and who executed the foregoing instrument, and acknowledged to and before me that they executed said instrument for the purposes therein expressed. WITNESS my hand and official seal,this if da of /- i ,2015. Y � day 1 Notary Public, State of Florida at Large APPROVED AS TO Commission No.: FORM & LANGUAGE , My Commission Expires: &FOR EXECUTION,_,,_t5 City Attorney t Date 4.4N UUACARDILLO i i► ' MY COMMISSION#FF 155322 h�pil �'-��';_�� EXPIRES:August 27,2018 : '1,4'11.P� Bonded Thru Notary Public Underwriters 1 Page 30 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL Attest: The 9. ythm Foundation, • Name/Title Laura Quinlan, Executive Director STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me tins `Z day oft r , 2015, by Laura Quinlan, as Executive Director and , as on behalf of The Rhythm Foundation, Inc., known to me to be the persons described in and who executed the foregoing instrument, and acknowledged to and before me that they executed said instrument for the purposes therein expressed. WITNESS my hand and official seal,this L. day of 1 , 2015. 2/7.,./L'..„,, d ‘Ianana:•..convs.s.,FF087923 Notary Public, State of Florida at Large 'o .3O,2018 N41RRttcom Commission No.: My Commission Expires: Page 31 of 41 I \VITATION TO \ EGOTIATE ( ITN ) BAND SHELL MANAGEMENT SERVICES ITN 2014-215-LR ITN ISSUANCE DATE: APRIL 24, 2014 PROPOSALS DUE: JUNE 9, 2014 @ 3:00 PM ISSUED BY: LOURDES RODRIGUEZ MIAMI BEACH LOURDES RODRIGUEZ, PROCUREMENT COORDINATOR DEPARTMENT OF PROCUREMENT MANAGEMENT 1700 Convention Center Drive, Miami Beach, FL 33139 305.673.7000 x6652 1 www.miamibeachfl.gov ® M 1AI\A BEACH TABLE OF CONTENTS SOLICITATION SECTIONS: PAGE 0100 NOT UTILIZED N/A 0200 INSTRUCTIONS TO PROPOSERS & GENERAL CONDITIONS 3 0300 SUBMITTAL INSTRUCTIONS & FORMAT 10 0400 PROPOSAL EVALUATION 12 APPENDICES: APPENDIX A PROPOSAL CERTIFICATON, QUESTIONNAIRE AND AFFIDAVITS APPENDIX B "NO PROPOSAL" FORM APPENDIX C MINIMUM REQUIREMENTS & SPECIFICATIONS APPENDIX D SPECIAL CONDITIONS APPENDIX E COST PROPOSAL FORM APPENDIX F INSURANCE REQUIREMENTS ITN 2014-215-LR 2 tti) /M II ME BEACH SECTION 0200 INSTRUCTIONS TO PROPOSERS&GENERAL CONDITIONS 1. GENERAL. This Invitation to Negotiate (ITN) is issued by the City of Miami Beach, Florida (the "City"), as the means for prospective Proposers to submit their qualifications, proposed scopes of work and cost Proposals (the "Proposal") to the City for the City's consideration as an option in achieving the required scope of services and requirements as noted herein. All documents released in connection with this solicitation, including all appendixes and addenda, whether included herein or released under separate cover, comprise the solicitation, and are complementary to one another and together establish the complete terms, conditions and obligations of the Proposers and, subsequently, the successful Proposer(s) (the "contractor[s]") if this ITN results in an award. The City utilizes PublicPurchase (www.publicpurchase.com) for automatic notification of competitive solicitation opportunities and document fulfillment, including the issuance of any addendum to this ITN. Any prospective Proposer who has received this ITN by any means other than through PublicPurchase must register immediately with PublicPurchase to assure it receives any addendum issued to this ITN. Failure to receive an addendum may result in disqualification of Proposal submitted. 2. PURPOSE. The City of Miami Beach is seeking a public or private (not-for-profit or for-profit) entity to manage the North Beach Band Shell and activate the facility with year-round programming. The successful bidder must program the facility a minimum of 35 events annually, including programming for the monthly food truck events. Annual programming must include a combination of free and paid ticketed events. In exchange for these services, the City will provide up to $45,000 annually toward the operation of the facility, continue to provide day-to-day maintenance, as well fund all capital improvements. The City is also budgeting for the purchase of a tent to cover the open air portion of the band shell to be used to shade attendees from inclement weather. Proposers are encouraged to submit proposals that will address the needs of the community and provide both daytime and nighttime uses if possible. Collaborations in order to provide a wide array of community offerings including, but not limited to, music, theater, dance, and other performing arts are encouraged. It is anticipated that the successful proposer will negotiate with the City for an initial term of two (2) years, with an option to renew for three (3) additional one (1) year terms, at the City's sole discretion. 3. SOLICITATION TIMETABLE. The tentative schedule for this solicitation is as follows: ITN Issued April 25, 2014 Pre-Proposal Meeting May 14, 2014 @ 10 a.m. Deadline for Receipt of Questions June 2, 2014 Proposals Due June 9, 2014 Evaluation Committee Review TBD Proposer Presentations TBD Tentative Commission Approval Authorizing TBD Negotiations Contract Negotiations Following Commission Approval ITN 2014-215-LR 3 /\/\IAMI BEACH 4. PROCUREMENT CONTACT. Any questions or clarifications concerning this solicitation shall be submitted to the Procurement Contact named herein, in writing, with a copy to the City Clerk's Office, Rafael E. Granado via e-mail: RafaelGranadomiamibeachfl.gov ; or facsimile: 786-394-4188. The ITN title/number shall be referenced on all correspondence. All questions or requests for clarification must be received no later than seven (7) calendar days prior to the date Proposals are due as scheduled in Section 0200-3. All responses to questions/clarifications will be sent to all prospective Proposers in the form of an addendum. Procurement Contact: Telephone: Email: LOURDES RODRIGUEZ 305-673-7000, EXT 6652 LourdesRodriquez @a,MiamiBeachFL.gov 5. PRE-PROPOSAL MEETING OR SITE VISIT(S). Only if deemed necessary by the City, a pre-proposal meeting or site visit(s) may be scheduled. A Pre-Proposal conference will be held as scheduled in Solicitation Timeline above at the following address: City of Miami Beach City Hall -4th Floor City Manager's Large Conference Room 1700 Convention Center Drive Miami Beach, Florida 33139 Attendance (in person or via telephone) is encouraged and recommended as a source of information, but is not mandatory. Proposers interested in participating in the Pre-Proposal Submission Meeting via telephone must follow these steps: (1) Dial the TELEPHONE NUMBER: 1-888-270-9936 (Toll-free North America) (2) Enter the MEETING NUMBER: 1142644 Proposers who are interested in participating via telephone should send an e-mail to the contact person listed in this RFP expressing their intent to participate via telephone. 6. PRE-PROPOSAL INTERPRETATIONS. Oral information or responses to questions received by prospective Proposers are not binding on the City and will be without legal effect, including any information received at pre- submittal meeting or site visit(s). Only questions answered by written addenda will be binding and may supersede terms noted in this solicitation. Addendum will be released through PublicPurchase. 7. CONE OF SILENCE. Pursuant to Section 2-486 of the City Code, all procurement solicitations once advertised and until an award recommendation has been forwarded to the City Commission by the City Manager are under the "Cone of Silence." The Cone of Silence ordinance is available at http://library.municode.com/index.aspx?clientlD=13097&statelD=9&statename=Florida. Any communication or inquiry in reference to this solicitation with any City employee or City official is strictly prohibited with the of exception communications with the Procurement Director, or his/her administrative staff responsible for administering the procurement process for this solicitation providing said communication is limited to matters of process or procedure regarding the solicitation. Communications regarding this solicitation are to be submitted in writing to the Procurement Contact named herein with a copy to the City Clerk at rafaelgranado @miamibeachfl.gov. ..,,r.r,> �...,...,.•.:.a:.v..:..v,..r..a,...,w..c:.s:•....n,.o,.rm..-.w.,arm,u.,.ww.s r,w:av:......,.�-..n,_n+.:.-.w.r-..-., c.w:........o.e..-....,.+:.».n.............. ITN 2014-215-LR �.��..-...,�,..w. .-Y..-..�.:4._. al AAIAMIBEACH 8. SPECIAL NOTICES. You are hereby advised that this solicitation is subject to the following ordinances/resolutions, which may be found on the City Of Miami Beach website: http://web.miamibeachfl.qov/procurement/scroll.aspx?id=23510 O CONE OF SILENCE...... CITY CODE SECTION 2-486 • PROTEST PROCEDURESCITY CODE SECTION 2-371 • DEBARMENT PROCEEDINGS CITY CODE SECTIONS 2-397 THROUGH 2-485.3 • LOBBYIST REGISTRATION AND DISCLOSURE OF FEES CITY CODE SECTIONS 2-481 THROUGH 2-406 • CAMPAIGN CONTRIBUTIONS BY VENDORS...,.. CITY CODE SECTION 2-487 • CAMPAIGN CONTRIBUTIONS BY LOBBYISTS ON PROCUREMENT ISSUES........... CITY CODE SECTION 2-488 O REQUIREMENT FOR CITY CONTRACTORS TO PROVIDE EQUAL BENEFITS FOR DOMESTIC PARTNERS.......................................... CITY CODE SECTION 2-373 • LIVING WAGE REQUIREMENT ................................................ CITY CODE SECTIONS 2-407 THROUGH 2-410 • LOCAL PREFERENCE FOR MIAMI BEACH-BASED VENDORS... CITY CODE SECTION 2-372 • PREFERENCE FOR FLORIDA SMALL BUSINESSES OWNED AND CONTROLLED BY VETERANS AND TO STATE-CERTIFIED SERVICE- DISABLED VETERAN BUSINESS ENTERPRISES CITY CODE SECTION 2-374 • FALSE CLAIMS ORDINANCE.................. CITY CODE SECTION 70-300 • ACCEPTANCE OF GIFTS,FAVORS&SERVICES.............................. CITY CODE SECTION 2-449 9. POSTPONEMENT OF DUE DATE FOR RECEIPT OF PROPOSALS. The City reserves the right to postpone the deadline for submittal of Proposals and will make a reasonable effort to give at least three (3) calendar days written notice of any such postponement to all prospective Proposers through PublicPurchase. 10. PROTESTS. Protests concerning the specifications, requirements, and/or terms; or protests after the Proposal due date in accordance with City Code Section 2-371, which establishes procedures for protested proposals and proposed awards. Protests not submitted in a timely manner pursuant to the requirements of City Code Section 2- 371 shall be barred. 11. MIAMI BEACH-BASED VENDORS PREFERENCE. Pursuant to City of Miami Beach Ordinance No. 2011-3747, a five (5) point preference will be given to a responsive and responsible Miami Beach-based Proposer. 12. VETERAN BUSINESS ENTERPRISES PREFERENCE. Pursuant to City of Miami Beach Ordinance No. 2011- 3748, the City shall give a five (5) point preference to a responsive and responsible Proposer which is a small business concern owned and controlled by a veteran(s) or which is a service-disabled veteran business enterprise. 13. DETERMINATION OF AWARD. The final ranking results of Step 1 & 2 outlined in Section V, Evaluation of Proposals, will be considered by the City Manager who may recommend to the City Commission that negotiations be approved with one or more Proposer(s) s/he deems to be in the best interest of the City or may recommend rejection of all Proposals. The City Manager's recommendation need not be consistent with the scoring results identified herein and takes into consideration Miami Beach City Code Section 2-369, including the following considerations: (1) The ability, capacity and skill of the Proposer to perform the contract. (2) Whether the Proposer can perform the contract within the time specified, without delay or interference. (3) The character, integrity, reputation,judgment, experience and efficiency of the Proposer. (4) The quality of performance of previous contracts. (5) The previous and existing compliance by the Proposer with laws and ordinances relating to the contract. The City Commission shall consider the City Manager's recommendation and may approve such recommendation. The City Commission may also, at its option, reject the City Manager's recommendation and select another Proposal ITN 2014-215-LR 5 At;` N\( BEACH l ,�A,AA or Proposals which it deems to be in the best interest of the City, or it may also reject all Proposals. Upon approval of selection by the City Commission, negotiations between the City and the selected Proposer(s) will commence. 14. ACCEPTANCE OR REJECTION OF PROPOSALS. The City reserves the right to reject any or all Proposals prior to award. Reasonable efforts will be made to either award the Contract or reject all Proposals within one- hundred twenty (120) calendar days after Proposals opening date. A Proposer may not withdraw its Proposals unilaterally before the expiration of one hundred and twenty (120) calendar days from the date of Proposals opening. 15. PROPOSER'S RESPONSIBILITY. Before submitting a Proposal, each Proposer shall be solely responsible for making any and all investigations, evaluations, and examinations, as it deems necessary, to ascertain all conditions and requirements affecting the full performance of the contract. Ignorance of such conditions and requirements, and/or failure to make such evaluations, investigations, and examinations, will not relieve the Proposer from any obligation to comply with every detail and with all provisions and requirements of the contract, and will not be accepted as a basis for any subsequent claim whatsoever for any monetary consideration on the part of the Proposer. 16. COSTS INCURRED BY PROPOSERS. All expenses involved with the preparation and submission of Proposals, or any work performed in connection therewith, shall be the sole responsibility (and shall be at the sole cost and expense) of the Proposer, and shall not be reimbursed by the City. 17. RELATIONSHIP TO THE CITY. It is the intent of the City, and Proposers hereby acknowledge and agree, that the successful Proposer is considered to be an independent contractor, and that neither the Proposer, nor the Proposer's employees, agents, and/or contractors, shall, under any circumstances, be considered employees or agents of the City. 18. TAXES. The City of Miami Beach is exempt from all Federal Excise and State taxes. 19. MISTAKES. Proposers are expected to examine the terms, conditions, specifications, delivery schedules, proposed pricing, and all instructions pertaining to the goods and services relative to this ITN. Failure to do so will be at the Proposer's risk and may result in the Proposal being non-responsive. 20. PAYMENT. Payment will be made by the City after the goods or services have been received, inspected, and found to comply with contract, specifications, free of damage or defect, and are properly invoiced. Invoices must be submitted in a format consistent with the Purchase Order. 21. PATENTS & ROYALTIES. Proposer shall indemnify and save harmless the City of Miami Beach, Florida, and its officers, employees, contractors, and/or agents, from liability of any nature or kind, including cost and expenses for, or on account of, any copyrighted, patented, or unpatented invention, process, or article manufactured or used in the performance of the contract, including its use by the City of Miami Beach, Florida. If the Proposer uses any design, device or materials covered by letters, patent, or copyright, it is mutually understood and agreed, without exception, that the proposal prices shall include all royalties or cost arising from the use of such design, device, or materials in any way involved in the work. 22. MANNER OF PERFORMANCE. Proposer agrees to perform its duties and obligations in a professional manner and in accordance with all applicable Local, State, County, and Federal laws, rules, regulations and codes. Lack of knowledge or ignorance by the Proposer with/of applicable laws will in no way be a cause for relief from responsibility. Proposer agrees that the services provided shall be provided by employees that are educated, trained, experienced, certified, and licensed in all areas encompassed within their designated duties. Proposer agrees to furnish to the City any and all documentation, certification, authorization, license, permit, or registration currently ITN 2014-215-LR 6 n IAly fBF, H required by applicable laws, rules, and regulations. Proposer further certifies that it and its employees will keep all licenses, permits, registrations, authorizations, or certifications required by applicable laws or regulations in full force and effect during the term of this contract. Failure of Proposer to comply with this paragraph shall constitute a material breach of this contract. Where contractor is required to enter or go on to City of Miami Beach property to deliver materials or perform work or services as a result of any contract resulting from this solicitation, the contractor will assume the full duty, obligation and expense of obtaining all necessary licenses, permits, and insurance, and assure all work complies with all applicable laws. The contractor shall be liable for any damages or loss to the City occasioned by negligence of the Proposer, or its officers, employees, contractors, and/or agents, for failure to comply with applicable laws. 23. SPECIAL CONDITIONS. Any and all Special Conditions that may vary from these General Terms and Conditions shall have precedence. 24. ANTI-DISCRIMINATION. The Proposer certifies that he/she is in compliance with the non-discrimination clause contained in Section 202, Executive Order 11246, as amended by Executive Order 11375, relative to equal employment opportunity for all persons without regard to race, color, religion, sex or national origin. 25. DEMONSTRATION OF COMPETENCY. A. Pre-award inspection of the Proposer's facility may be made prior to the award of contract. B. Proposals will only be considered from firms which are regularly engaged in the business of providing the goods and/or services as described in this solicitation. C. Proposers must be able to demonstrate a good record of performance for a reasonable period of time, and have sufficient financial capacity, equipment, and organization to ensure that they can satisfactorily perform the services if awarded a contract under the terms and conditions of this solicitation. D. The terms "equipment and organization", as used herein shall, be construed to mean a fully equipped and well established company in line with the best business practices in the industry, and as determined by the City of Miami Beach. E. The City may consider any evidence available regarding the financial, technical, and other qualifications and abilities of a Proposer, including past performance (experience), in making an award that is in the best interest of the City. F. The City may require Proposer s to show proof that they have been designated as authorized representatives of a manufacturer or supplier, which is the actual source of supply. In these instances, the City may also require material information from the source of supply regarding the quality, packaging, and characteristics of the products to be supply to the City. 26. ASSIGNMENT. The successful Proposer shall not assign, transfer, convey, sublet or otherwise dispose of the contract, including any or all of its right, title or interest therein, or his/her or its power to execute such contract, to any person, company or corporation, without the prior written consent of the City. 27. LAWS, PERMITS AND REGULATIONS. The Proposer shall obtain and pay for all licenses, permits, and inspection fees required to complete the work and shall comply with all applicable laws. 28. OPTIONAL CONTRACT USAGE. When the successful Proposer (s) is in agreement, other units of government or non-profit agencies may participate in purchases pursuant to the award of this contract at the option of the unit of government or non-profit agency. 29. VOLUME OF WORK TO BE RECEIVED BY CONTRACTOR. It is the intent of the City to purchase the goods and services specifically listed in this solicitation from the contractor. However, the City reserves the right to ITN 2014-215-LR 7 Cr:4_ MIAMI BE AC purchase any goods or services awarded from state or other governmental contract, or on an as-needed basis through the City's spot market purchase provisions. 30. DISPUTES. In the event of a conflict between the documents, the order of priority of the documents shall be as follows: A. Any contract or agreement resulting from the award of this solicitation; then B. Addendum issued for this solicitation, with the latest Addendum taking precedence; then C. The solicitation; then D. The Proposer's Proposal in response to the solicitation. 31. INDEMNIFICATION. The contractor shall indemnify and hold harmless the City and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorney's fees and costs of defense, which the City or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of the agreement by the contractor or its employees, agents, servants, partners, principals or subcontractors. The contractor shall pay all claims and losses in connection therewith, and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may be incurred thereon. 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 responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The above indemnification provisions shall survive the expiration or termination of this Agreement. 32. CONTRACT EXTENSION. The City reserves the right to require the Contractor to extend contract past the stated termination date for a period of up to 120 days in the event that a subsequent contract has not yet been awarded. Additional extensions past the 120 days may occur as needed by the City and as mutually agreed upon by the City and the contractor. 33. FLORIDA PUBLIC RECORDS LAW. Proposers are hereby notified that all Bid including, without limitation, any and all information and documentation submitted therewith, are exempt from public records requirements under Section 119.07(1), Florida Statutes, and s. 24(a), Art. 1 of the State Constitution until such time as the City provides notice of an intended decision or until thirty (30) days after opening of the proposals, whichever is earlier. Additionally, Contractor agrees to be in full compliance with Florida Statute 119.0701 including, but not limited to, agreement to (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the services; (b) provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. 34. MODIFICATION/WITHDRAWALS OF PROPOSALS. A Proposer may submit a modified Proposal to replace all or any portion of a previously submitted Proposal up until the Proposal due date and time. Modifications received after the Proposal due date and time will not be considered. Proposals shall be irrevocable until contract award unless withdrawn in writing prior to the Proposal due date, or after expiration of 120 calendar days from the opening of Proposals without a contract award. Letters of withdrawal received after the Proposal due date and before said ITN2014-215-LR .t�..... .��...r..�r�.�...�y. �,.. .�.,�..�.�a..,r�.�.k.�. ..,.�r..�.z:.... �...«�.�., .�..8 • iV\)AM! B E AC H expiration date, and letters of withdrawal received after contract award will not be considered. 35. EXCEPTIONS TO ITN. Proposers must clearly indicate any exceptions they wish to take to any of the terms in this ITN, and outline what, if any, alternative is being offered. All exceptions and alternatives shall be included and clearly delineated, in writing, in the Proposal. The City, at its sole and absolute discretion, may accept or reject any or all exceptions and alternatives. In cases in which exceptions and alternatives are rejected, the City shall require the Proposer to comply with the particular term and/or condition of the ITN to which Proposer took exception to (as said term and/or condition was originally set forth on the ITN). 36. ACCEPTANCE OF GIFTS, FAVORS, SERVICES. Proposers shall not offer any gratuities, favors, or anything of monetary value to any official, employee, or agent of the City, for the purpose of influencing consideration of this Proposal. Pursuant to Sec. 2-449 of the City Code, no officer or employee of the City shall accept any gift, favor or service that might reasonably tend improperly to influence him in the discharge of his official duties. Balance of Page Intentionally Left Blank ITN 2014-215-LR ��- 9 ® MIAMI B[A H SECTION 0300 PROPOSAL SUBMITTAL INSTRUCTIONS AND FORMAT 1. SEALED PROPOSALS. One original Proposal (preferably in 3-ring binder) must be submitted in an opaque, sealed envelope or container on or before the due date established for the receipt of proposals. Additionally, ten (10) bound copies and one (1) electronic format (CD or USB format) are to be submitted. The following information should be clearly marked on the face of the envelope or container in which the proposal is submitted: solicitation number, solicitation title, Proposer name, Proposer return address. Proposals received electronically, either through email or facsimile, are not acceptable and will be rejected. Sealed proposals, as detailed herein, will be received until 3:00 PM on, or before the due date established for the receipt of proposals, at the following address: City of Miami Beach City Hall Procurement Division—Third Floor 1700 Convention Center Drive Miami Beach, Florida 33139 2. LATE PROPOSALS. Proposals are to be received on or before the due date established herein. Any Proposal received after the deadline established for receipt of Proposals will be considered late and not be accepted or will be returned to Proposer unopened. The City does not accept responsibility for any delays, natural or otherwise. 3. PROPOSAL FORMAT. In order to maintain comparability, facilitate the review process and assist the Evaluation Committee in review of Proposals, it is strongly recommended that Proposals be organized and tabbed in accordance with the sections and manner specified below. Hard copy submittal should be tabbed as enumerated below and contain a table of contents with page references. Electronic copies should also be tabbed and contain a table of contents with page references. Proposals that do not include the required information will be deemed non- responsive and will not be considered. ',.--logrAgAmil Cover Letter&Minimum Qualifications Requirements 1.1 Cover Letter and Table of Contents.The cover letter must indicate Proposer and Proposer Primary Contact for the purposes of this solicitation. 1.2 Proposal Certification, Questionnaire & Requirements Affidavit (Appendix A). Attach Appendix A fully completed and executed. • 1.3 Minimum Qualifications Requirements. Submit verifiable information documenting compliance with the minimum qualifications requirements established in Appendix C, Minimum Requirements and Specifications. .M_AtTAB:-.2-0:11 Experience & Qualifications 2.1 Qualifications of Proposing Firm. Submit detailed information regarding the firm's history and relevant experience and proven track record of providing the scope of services similar as identified in this solicitation, including experience in providing similar scope of services to public sector agencies. For each project that the Proposer submits as evidence of similar experience, the following is required: project description, agency name, agency contact, contact telephone & email, and year(s) and term of engagement. 2.2 Qualifications of Proposer Team. Provide an organizational chart of all personnel and consultants to be used for this project if awarded, the role that each team member will play in providing the services detailed herein and each team members' qualifications. A resume of each individual, including education, experience, and any other pertinent information, shall be included for each Proposal team member to be assigned to this contract. 2.3 Financial Capacity. Each Proposer shall arrange for Dun & Bradstreet to submit a Supplier Qualification Report (SQR) directly to the Procurement Contact named herein. No Proposal will be considered without receipt, by the City, of ITN 2014-215-LR 10 6_1 A,^\ A<i;ii BEACH the SQR directly from Dun & Bradstreet. The cost of the preparation of the SQR shall be the responsibility of the Proposer. The Proposer shall request the SQR report from D&B at: https://supplierportal.dnb.comlwebapp/wcs/stores/servletlSupplierPortal?storeld=11696 Proposers are responsible for the accuracy of the information contained in its SQR. It is highly recommended that each Proposer review the information contained in its SQR for accuracy prior to submittal to the City and as early as possible in the solicitation process. For assistance with any portion of the SQR submittal process, contact Dun &Bradstreet at 800-424-2495. Proposed Scope of Services & Methodology Submit detailed information addressing how Proposer will achieve each portion of the scope of services and technical requirements outlined in Appendix C, Minimum Requirements and Specifications, including (as further detailed in Appendix C): 1) Organization Philosophy and Approach 2) Marketing Plan 3) Subcontractor Information and Qualifications 4) Scope of Proposal 5) Term Sheet. 6) Staffing Plan 7) Operating Plan 8) Transition Plan 9) Any other information that would help City staff understand and evaluate the concept. Responses shall be in sufficient detail and include supporting documentation, as applicable, which will allow the Evaluation Committee to complete a fully review and score the proposed scope of services. Note: After Proposal submittal, the City reserves the right to require additional information from Proposers (or Proposer team members or sub-consultants) to determine: qualifications (including, but not limited to, litigation history, regulatory action, or additional references); and financial capability (including, but not limited to, annual reviewed/audited financial statements with the auditors notes for each of their last two complete fiscal years). ITN 2014-215-LR . �..-..� .�_ ��.,�.»�..w w....._....�.W�..�-_ R....�.,.. -.rr.�.�1 r J\IA, A B E AC SECTION 0400 PROPOSAL EVALUATION t Evaluation Committee. An Evaluation Committee, appointed by the City Manager, shall meet to evaluate each Proposal in accordance with the requirements set forth in the solicitation. If further information is desired, Proposers may be requested to make additional written submissions of a clarifying nature or oral presentations to the Evaluation Committee. The evaluation of Proposals will proceed in a two-step process as noted below. It is important to note that the Evaluation Committee will score the qualitative portions of the Proposals only. The Evaluation Committee does not make an award recommendation to the City Manager. The results of Step 1 & Step 2 Evaluations will be forwarded to the City Manager who will utilize the results to make a recommendation to the City Commission. 2. Step 1 Evaluation. The first step will consist of the qualitative criteria listed below to be considered by the Evaluation Committee. The second step will consist of quantitative criteria established below to be added to the Evaluation Committee results by the Department of Procurement Management. An Evaluation Committee, appointed by the City Manager, shall meet to evaluate each Proposal in accordance with the qualifications criteria established below for Step 1, Qualitative Criteria. In doing so, the Evaluation Committee may: • review and score all Proposals received, with or without conducting interview sessions; or • review all Proposals received and short-list one or more Proposers to be further considered during subsequent interview session(s) (using the same criteria). .�"fr S"'L S1r r++L.'"_ .•'�ra,..._.. -_ .:. .G t6_'t•�,n r'-' _•?r..-'.�a- a 9.�'�'_4- .fi�i rr L?r-.�.rr��+....:,ed`r,f R.^:Z�-w.'T"_.iiar.:�,�,g._a �.t 4 a...✓..-er rs.�.r Y -_e 4 r Quli1tative Cntena.z:-.02-izynt v g Maxmum P.919.9 • ._t. .. Proposer Experience and Qualifications, including Financial Capability 40 60 Proposed Scope of Services&Methodology 40 -/P .yam r' 1-x•�r�'v.- 'ate.-•'!1,`'_Th. }Jif��`i. .L Ctix:`3 ��t r,a�rr.{rYY 4'tjS.. >.rN t ...� .: � t S i.� ..' r. ,� � iP. i ��1� t [� ti � r �r��'�.-z .. _ .cam •y --� � �� s , „,. TOtAL AVAILABLE�STEP 1 POINTS �- L J 8Q �`r- ,s=+4;'t,h. 'ea �"y L�,t�� -�rv „r-?-''_ •.; a-�r e.,r j �� ; 1.` ^�rj #� .. e•t'i Nt_ rr h'4ti �;:F•-.�: •jJ�*�%f _ ,.;r:... .z..ir..,N-.�_: w,...�.���.zrr.,r�.f zG .,r,r.•�.�a�-Fa.' :t..,r? ;72-='.. ,. '° c/s.,i, � 3. Step 2 Evaluation. Following the results of Step 1 Evaluation of qualitative criteria, the Proposers may receive additional quantitative criteria points to be added by the Department of Procurement Management to those points earned in Step 1, as follows. t:'r -�.,T.,K-w•a,� •,,p,jt�y[ =� 4�v i `-`�`ti tYi•r.�+'?if. '2 n �"r:cr-' ra�. tt4'1`-a r ..ry�=;y S.kl�,_,a"- ri d6t•e s r. Tai E 4 u ki �. �, a S ' -whit; +'' i'' 2 Quant�tatnreCnteria �KtA`� T� �+f�'�u-e .���F ''� l.r.�i4'fi 2 Ff� s fitr5 :iq ''�`'cr..b� '- :.y''�� --a SS•. Et �' ,,. _• - ''L+: i �n ze ,�..a,� Miami Beach-Based Vendor Preference 5 Veterans Preference 5 ��,���o��'6d�a�� E-a x"'G'�K�C e '�' 'r 4•y'�rf.�r�i � R Pnt �'}3}� max-'.. ��"�'��. .°�.c!,r��E..._'r�'i-._n:.i �,,=t t...:.�. A a - TOTACYAVAILABLE;STEP 2'POINTS �5.7- Z�::�`ti� '° .Ca_ ITN 2014-215-LR �._-,�..�.,�._..�...w-u..�..�.��.�..�.... 12 AA B E AC El 5. Determination of Final Ranking. At the conclusion of the Evaluation Committee Step 1 scoring, Step 2 Points will be added to each evaluation committee member's scores by the Department of Procurement Management. Step 1 and 2 scores will be converted to rankings in accordance with the example below: Proposer A Proposer B Proposer C Step 1 82 76 80 Points Step 2 10 5 0 Points Committee Total 92 81 80 Member 1 Rank 1 2 3 Step 1 79 85 72 Points Step 2 10 5 0 Points Committee Total 89 90 72 Member 2 ( Rank 2 1 3 Step 1 80 74 66 Points Step 2 10 5 0 Points Committee Total 90 79 66 Member 2 Rank 1 I .- 2 3 Low Aggregate Score (Total of Each Committee Member's Rank) 4 5 9 Final Ranking* . j 1 2 3 * Final Ranking is presented to the City Manager for further due diligence and recommendation to the City Commission. Final Ranking does not constitute an award recommendation until such time as the City Manager has made his recommendation to the City Commission, which may be different than final ranking results. ITN 2014-2 l 5-LR 13. APPENDIX A /V\ I AM :1 ' ACH Proposal Certification , Questionnaire & Requirements Affidavit ITN2O14-215-LR BAND SHELL MANAGEMENT DEPARTMENT OF PROCUREMENT MANAGEMENT 1700 Convention Center Drive Miami Beach, Florida 33139 • Solicitation No: Solicitation Title: 2014-215-LR BAND SHELL MANAGEMENT Procurement Contact: Tel: Email: LOURDES RODRIGUEZ 305-673-7000 EXT 6652 LourdesRodriguez @MiamiBeachFL.gove PROPOSAL CERTIFICATION, QUESTIONNAIRE & REQUIREMENTS AFFIDAVIT Purpose: The purpose of this Proposal Certification, Questionnaire and Requirements Affidavit Form is to inform prospective Proposers of certain solicitation and contractual requirements, and to collect necessary information from Proposers in order that certain portions of responsiveness, responsibility and other determining factors and compliance with requirements may be evaluated. This Proposal Certification, Questionnaire and Requirements Affidavit Form is a REQUIRED FORM that must be submitted fully completed and executed. 1. General Proposer Information. FIRM NAME: No of Years in Business: No of Years in Business Locally: OTHER NAME(S)PROPOSER HAS OPERATED UNDER IN THE LAST 10 YEARS: FIRM PRIMARY ADDRESS(HEADQUARTERS): CITY: STATE: ZIP CODE: TELEPHONE NO.: TOLL FREE NO.: FAX NO.: FIRM LOCAL ADDRESS: CITY: STATE: ZIP CODE: PRIMARY ACCOUNT REPRESENTATIVE FOR THIS ENGAGEMENT: ACCOUNT REP TELEPHONE NO.: ACCOUNT REP TOLL FREE NO.: ACCOUNT REP EMAIL: FEDERAL TAX IDENTIFICATION NO.: The City reserves the right to seek additional information from Proposer or other source(s), including but not limited to: any firm or principal information, applicable licensure, resumes of relevant individuals, client information, financial information, or any information the City deems necessary to evaluate the capacity of the Proposer to perform in accordance with contract requirements. Miami Beach ITN 2014-215-LR Appendix A—Page 2 1. Miami Beach Based (Local)Vendor. Is Proposer claiming Miami Beach based firm status? YES NO SUBMITTAL REQUIREMENT: Proposers claiming Miami Beach vendor status shall submit a Business Tax Receipt issued by the City of Miami Beach and the proof of residency requirement, as required pursuant to ordinance 2011-3747, to demonstrate that the Proposer is a Miami Beach Based Vendor. 2. Veteran Owned Business. Is Proposer claiming a veteran owned business status? YES NO SUBMITTAL REQUIREMENT: Proposers claiming veteran owned business status shall submit a documentation proving that firm is certified as a veteran-owned business or a service-disabled veteran owned business by the State of Florida or United States federal government,as required pursuant to ordinance 2011-3748. 3. Conflict Of Interest.All Proposers must disclose, in their Proposal,the name(s)of any officer,director, agent, or immediate family member (spouse, parent, sibling, and child) who is also an employee of the City of Miami Beach. Further, all Proposers must disclose the name of any City employee who owns, either directly or indirectly, an interest of ten (10%) percent or more in the Proposer entity or any of its affiliates. SUBMITTAL REQUIREMENT: Proposers must disclose the name(s) of any officer, director, agent, or immediate family member (spouse,parent, sibling, and child)who is also an employee of the City of Miami Beach. Proposers must also disclose the name of any City employee who owns, either directly or indirectly, an interest of ten (10%) percent or more in the Proposer entity or any of its affiliates 4. References &Past Performance. Proposer shall submit at least three(3) references for whom the Proposer has completed work similar in size and nature as the work referenced in solicitation. SUBMITTAL REQUIREMENT: For each reference submitted, the following information is required: 1) Firm Name, 2) Contact Individual Name&Title,3)Address,4)Telephone,5)Contact's Email and 6)Narrative on Scope of Services Provided. 5. Suspension,Debarment or.Contract Cancellation.Has Proposer ever been debarred,suspended or other legal violation,or had a contract cancelled due td non-performance by an public sector agency? YES NO SUBMITTAL REQUIREMENT: If answer to above is "YES," Proposer shall submit a statement detailing the reasons that led to action(s). 6. Vendor Campaign Contributions. Proposers are expected to be or become familiar with, the City's Campaign Finance Reform laws, as codified in Sections 2-487 through 2-490 of the City Code. Proposers shall be solely responsible for ensuring that all applicable provisions of the City's Campaign Finance Reform laws are complied with, and shall be subject to any and all sanctions, as prescribed therein,including disqualification of their Proposals, in the event of such non-compliance. SUBMITTAL REQUIREMENT: Submit the names of all individuals or entities (including your sub-consultants) with a controlling financial interest as defined in solicitation. For each individual or entity with a controlling financial interest indicate whether or not each individual or entity has contributed to the campaign either directly or indirectly, of a candidate who has been elected to the office of Mayor or City Commissioner for the City of Miami Beach. 7. Code of Business Ethics. Pursuant to City Resolution No.2000-23879, each person or entity that seeks to do business with the City shall adopt a Code of Business Ethics ("Code") and submit that Code to the Procurement Management Department with its response or within five (5) days upon receipt of request. The Code shall, at a minimum, require the Proposer, to comply with all applicable governmental rules and regulations including, among others, the conflict of interest, lobbying and ethics provision of the City of Miami Beach and Miami Dade County. SUBMITTAL REQUIREMENT: Proposer shall submit firm's Code of Business Ethics. In lieu of submitting Code of Business Ethics, Proposer may submit a statement indicating that it will adopt, as required in the ordinance, the City of Miami Beach Code of Ethics, available at www.miamibeachfl.gov/procurementl. Miami Beach ITN 2014-215-LR Appendix A—Page 3 8. Living Wage. Pursuant to Section 2-408 of the Miami Beach City Code, as same may be amended from time to time, Proposers shall be required to pay all employees who provide services pursuant to this Agreement, the hourly living wage rates listed below: 0 Commencing with City fiscal year 2012-13(October 1, 2012), the hourly living rate will be$11.28/hr with health benefits, and$12.92/hr without benefits. The living wage rate and health care benefits rate may, by Resolution of the City Commission be indexed annually for inflation using the Consumer Price Index for all Urban Consumers (CPI-U)Miami/Ft. Lauderdale, issued by the U.S. Department of Labor's Bureau of Labor Statistics. Notwithstanding the preceding, no annual index shall exceed three percent(3%).The City may also, by resolution, elect not to index the living wage rate in any particular year, if it determines it would not be fiscally sound to implement same(in a particular year). Proposers'failure to comply with this provision shall be deemed a material breach under this proposal, under which the City may, at its sole option, immediately deem said Proposer as non-responsive, and may further subject Proposer to additional penalties and fines, as provided in the City's Living Wage Ordinance, as amended. Further information on the Living Wage requirement is available at www.miamibeachfl.gov/procurement/. SUBMITTAL REQUIREMENT: No additional submittal is required. By virtue of executing this affidavit document, Proposer agrees to the living wage requirement. 9. Equal Benefits for Employees with Spouses and Employees with Domestic Partners. When awarding competitively solicited contracts valued at over$100,000 whose contractors maintain 51 or more full time employees on their payrolls during 20 or more calendar work weeks, the Equal Benefits for Domestic Partners Ordinance 2005-3494 requires certain contractors doing business with the City of Miami Beach, who are awarded a contract pursuant to competitive proposals, to provide"Equal Benefits" to their employees with domestic partners, as they provide to employees with spouses. The Ordinance applies to all employees of a Contractor who work within the City limits of the City of Miami Beach, Florida; and the Contractor's employees located in the United States, but outside of the City of Miami Beach limits, who are directly performing work on the contract within the City of Miami Beach. A. Does your company provide or offer access to any benefits to employees with spouses or to spouses of employees? YES NO B. Does your company provide or offer access to any benefits to employees with(same or opposite sex)domestic partners*or to ■ domestic partners of employees? YES NO c. Please check all benefits that apply to your answers above and list in the "other" section any additional benefits not already specified. Note: some benefits are provided to employees because they have a spouse or domestic partner, such as bereavement leave; other benefits are provided directly to the spouse or domestic partner, such as medical insurance. BEN_EFIT Firm Provides for ' Firm Provides for Firm does not Employees with Employees with Provide Benefit Spouses Domestic Partners Health Sick Leave Family Medical Leave Bereavement Leave If Proposer cannot offer a benefit to domestic partners because of reasons outside your control, (e.g., there are no insurance providers in your area willing to offer domestic partner coverage) you may be eligible for Reasonable Measures compliance. To comply on this basis, you must agree to pay a cash equivalent and submit a completed Reasonable Measures Application (attached)with all necessary documentation.Your Reasonable Measures Application will be reviewed for consideration by the City Manager, or his designee. Approval is not guaranteed and the City Manager's decision is final. Further information on the Equal Benefits requirement is available at www.miamibeachfl.qov/procurement/. Miami Beach ITN 2014-215-LR Appendix A—Page 4 10. Public Entity Crimes. Section 287.133(2)(a), Florida Statutes, as currently enacted or as amended from time to time,states that a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a proposal, Proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a proposal, Proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work;may not submit proposals, Proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier,subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. SUBMITTAL REQUIREMENT: No additional submittal is required. By virtue of executing this affidavit document, Proposer agrees with the requirements of Section 287.133, Florida Statutes,and certifies it has not been placed on convicted vendor list. 11. Acknowledgement of Addendum. After issuance of solicitation, the City may release one or more addendum to the solicitation which may provide additional information to Proposers or alter solicitation requirements. The City will strive to reach every Proposer having received solicitation through the City's e-procurement system, PublicPurchase.com. However, Proposers are solely responsible for assuring they have received any and all addendum issued pursuant to solicitation.This Acknowledgement of Addendum section certifies that the Proposer has received all addendum released by the City pursuant to this solicitation. Failure to obtain and acknowledge receipt of all addendum may result in Proposal disqualification. Initial to Confirm Initial to Confirm Initial to Confirm Receipt Receipt Receipt Addendum 1 Addendum 6 Addendum 11 Addendum 2 Addendum 7 Addendum 12 Addendum 3 Addendum 8 Addendum 13 Addendum 4 Addendum 9 Addendum 14 Addendum 5 Addendum 10 _ Addendum 15 If additional confirmation of addendum is required, submit under separate cover. Miami Beach ITN 2014-215-LR Appendix A—Page 5 • The solicitation referenced herein is being furnished to the recipient by the City of Miami Beach (the"City") for the recipient's convenience. Any action taken by the City in response to Proposals made pursuant to this solicitation, or in making any award, or in failing or refusing to make any award pursuant to such Proposals, or in cancelling awards, or in withdrawing or cancelling this solicitation, either before or after issuance of an award,shall be without any liability or obligation on the part of the City. In its sole discretion, the City may withdraw the solicitation either before or after receiving Proposals, may accept or reject Proposals, and may accept Proposals which deviate from the solicitation, as it deems appropriate and in its best interest. In its sole discretion, the City may determine the qualifications and acceptability of any party or parties submitting Proposals in response to this solicitation. Following submission of a Bid or Proposal, the applicant agrees to deliver such further details, information and assurances, including financial and disclosure data, relating to the Proposal and the applicant including, without limitation, the applicant's affiliates, officers, directors, shareholders,partners and employees, as requested by the City in its discretion. The information contained herein is provided solely for the convenience of prospective Proposers. It is the responsibility of the recipient to assure itself that information contained herein is accurate and complete.The City does not provide any assurances as to the accuracy of any information in this solicitation. Any reliance on these contents, or on any permitted communications with City officials, shall be at the recipient's own risk. Proposers should rely exclusively on their own investigations, interpretations, and analyses. The solicitation is being provided by the City without any warranty or representation, express or implied, as to its content, its accuracy, or its completeness. No warranty or representation is made by the City or its agents that any Proposal conforming to these requirements will be selected for consideration,negotiation,or approval. The City shall have no obligation or liability with respect to this solicitation, the selection and the award process,or whether any award will be made.Any recipient of this solicitation who responds hereto fully acknowledges all the provisions of this Disclosure and Disclaimer, is totally relying on this Disclosure and Disclaimer, and agrees to be bound by the terms hereof.Any Proposals submitted to the City pursuant to this solicitation are submitted at the sole risk and responsibility of the party submitting such Proposal. This solicitation is made subject to correction of errors, omissions, or withdrawal from the market without notice. Information is for guidance only,and does not constitute all or any part of an agreement. The City and all Proposers will be bound only as, if and when a Proposal (or Proposals), as same may be modified, and the applicable definitive agreements pertaining thereto, are approved and executed by the parties, and then only pursuant to the terms of the definitive agreements executed among the parties. Any response to this solicitation may be accepted or rejected by the City for any reason, or for no reason,without any resultant liability to the City. The City is governed by the Government-in-the-Sunshine Law, and all Proposals and supporting documents shall be subject to disclosure as required by such law. All Proposals shall be submitted in sealed proposal form and shall remain confidential to the extent permitted by Florida Statutes, until the date and time selected for opening the responses. At that time, all documents received by the City shall become public records. Proposers are expected to make all disclosures and declarations as requested in this solicitation. By submission of a Proposal, the Proposer acknowledges and agrees that the City has the right to make any inquiry or investigation it deems appropriate to substantiate or supplement information contained in the Proposal, and authorizes the release to the City of any and all information sought in such inquiry or investigation. Each Proposer certifies that the information contained in the Proposal is true, accurate and complete, to the best of its knowledge, information,and belief. Notwithstanding the foregoing or anything contained in the solicitation, all Proposers agree that in the event of a final unappealable judgment by a court of competent jurisdiction which imposes on the City any liability arising out of this solicitation, or any response thereto, or any action or inaction by the City with respect thereto, such liability shall be limited to$10,000.00 as agreed-upon and liquidated damages. The previous sentence, however, shall not be construed to circumvent any of the other provisions of this Disclosure and Disclaimer which imposes no liability on the City. In the event of any differences in language between this Disclosure and Disclaimer and the balance of the solicitation, it is understood that the provisions of this Disclosure and Disclaimer shall always govern. The solicitation and any disputes arising from the solicitation shall be governed by and construed in accordance with the laws of the State of Florida. Miami Beach ITN 2014-215-LR Appendix A—Page 6 R _ ti PROPOS CERTIFLCATION , hereby certify that: I, as an authorized agent of the Proposer, am submitting the following information as my firm's Proposal; Proposer agrees to complete and unconditional acceptance of the terms and conditions of this document, inclusive of this solicitation, all attachments, exhibits and appendices and the contents of any Addenda released hereto, and the Disclosure and Disclaimer Statement; Proposer agrees to be bound to any and all specifications, terms and conditions contained in the solicitation, and any released Addenda and understand that the following are requirements of this solicitation and failure to comply will result in disqualification of Proposal submitted; Proposer has not divulged, discussed, or compared the Proposal with other Proposers and has not colluded with any other Proposer or party to any other Proposal; Proposer acknowledges that all information contained herein is part of the public domain as defined by the State of Florida Sunshine and Public Records Laws; all responses, data and information contained in this Proposal, inclusive of the Proposal Certification, Questionnaire and Requirements Affidavit are true and accurate. Name of Proposer's Authorized Representative: Title of Proposer's Authorized Representative: Signature of Proposer's Authorized Representative: Date: State of ) On this day of , 20_, personally appeared before me who County of ) stated that (s)he is the of , a corporation, and that the instrument was signed in behalf of the said corporation by authority of its board of directors and acknowledged said instrument to be its voluntary act and deed. Before me: Notary Public for the State of Florida My Commission Expires: Miami Beach ITN 2014-215-LR Appendix A—Page 7 1 1 APPENDIX B ;,,,,,—,11' '0.1i,„ ,vm E: Ejó {. ,---.0 ....___ _. " No Bid " F 1TN2014-215-LR BAND SHELL MANAGEMENT DEPARTMENT OF PROCUREMENT MANAGEMENT 1700 Convention Center Drive Miami Beach, Florida 33139 c• 4 LS ,,,t � ' 'k - ?,x =,'-�. _' -. ter'_ �y -,>s rr _� B -Y- R x - k g}4A-- • -F-„=-4--,„. '-.fir° -+aa '^`ice.. F _-x� .r _ --` ' q-d}—'--wc. ''.-,, ,,-,,,,'s+ -'- , '' j' - --14,�' t u _ d' . -:,6°`'E e -,--z fw -.7 7-- -� , ,,--;. sg �a f , . �. gg' . > � ,,.,'-)1-..'..5.,3..-...5, ® - .:5.11.x naftr .Ka039-Or-y `3-. '6 1 .s •e'''�j S.. lei '.:_t xw,„k,..i_.'YC yam'-4,3i'4_c,° = ,.z-s- '''�.-? } E'4.. 4,-7, , l`—' :-. - �'c".p'- 1``=----. —.. 4. Statement of No Bid WE HAVE ELECTED NOT TO SUBMIT A PROPOSAL AT THIS TIME FOR REASON(S) CHECKED AND/OR INDICATED BELOW: Workload does not allow us to proposal Insufficient time to respond Specifications unclear or too restrictive Unable to meet specifications Unable to meet service requirements Unable to meet insurance requirements Do not offer this product/service _OTHER. (Please specify) i••: _..r•%i..�t'x_'gB i:!K 'is-�'....y.:ys Y•-._• m �:.'r-.rte-• aa.:,Ef-'V1i- t ':-= f . - ---:s..i ss'd•..i.q' .t ar:_- r...�.: . ...d'::J;:li .:-F.:;.'.+-..., _ We do_ do not_ want to be retained on your mailing list for future proposals of this type product and/or service. Signature: Title: Legal Company Name: .r:t�iv:,::cc.r._il'..r._a-.d:-u-�-i-•�_a_'.:+�1.... �i.::,+:y:•_•�a-e:• Jx�__W'.-:-'z-�:da.�4 _. 'ci=.. __c•� :a:a...:.:t-_._,c�._...4_ R - �_. _ _-.r ,n,t.:. :L; Note: Failure to respond, either by submitting a proposal or this completed form, may result in your company being removed from our vendors list. PLEASE RETURN TO: CITY OF MIAMI BEACH DEPT. OF PROCUREMENT MANAGEMENT ATTN: LOURDES RODRIGUEZ PROPOSAL #2014-215-LR 1700 Convention Center Drive MIAMI BEACH, FL 33139 APPENDIX C ,L. LL-LLI* - ' C • Minimum Requirements & Specifications ITN 2014-215-LR BAND SHELL MANAGEMENT DEPARTMENT OF PROCUREMENT MANAGEMENT 1700 Convention Center Drive Miami Beach, Florida 33139 Cl. Minimum Requirements. The Minimum Eligibility Requirements for this solicitation are listed below. Proposer shall submit detailed verifiable information affirmatively documenting compliance with each minimum requirement. Proposers that fail to comply with minimum requirements will be deemed non-responsive and will not be considered. 1. Proposer shall document similar experience with producing events on an reoccurring basis or managing similar facilities for which proposer is currently providing services similar in scope and size to the services requested herein. C2. Scope of Services Required. The purpose of this ITN is to seek proposals so that the City may select a public or private (not-for- profit or for-profit) entity to develop and implement active cultural uses for North Beach Band Shell, while managing and operating the complex in a first class, high quality, state-of-the-art manner that meets the needs of the residents, visitors, tourists, City businesses, and the general public. To that end, proposals should present a comprehensive, well-articulated program for use of the facility, including design sketches, if necessary, that will demonstrate how the proposed project will enhance the vitality of the neighboring business district. Proposers must present their experience, reputation and financial and managerial capability appropriate for the successful development and operation of a project of the type they are proposing. If renovations are anticipated, the proposers must demonstrate their experience in previously overseeing a similar renovation project. Furthermore, the City has multiple objectives which proposers must successfully address in their response to this ITN: • How they will efficiently operate the facility, while eliminating or minimizing direct costs to the City; • How they plan to provide a minimum of thirty-five (35) events annually; • How they will work with non-profits organizations to provide programming at the facility; • How they plan to provide free community events; • How they will properly maintain and safeguard the City's capital investment in the facility through the exercise of the highest standards of maintenance and preservation and, as the need arises, make or recommend capital improvements; • How they will manage day-to-day operations of all or the portion of the facility for which the proposer is submitting a proposal; • How they will oversee and provide superior services to users of the facility and patrons and visitors attending the facility, thereby maximizing customer satisfaction as exhibited by an industry-wide positive image; • How they will produce or attract new events and promote the facility to maximize usage, during daytime and evening hours; • How they will actively solicit, promote or co-promote the facility and any proposed program(s)/services; • How they will create a comprehensive strategic plan for the future of the facility; • How they will achieve all objectives in a professional manner, consistent with best industry practices and all applicable laws and ordinances; • How they will respond to the ever-changing needs of the community and users of the facility with recommendations for expansions, renovations and upgrades of services; • The City would also like to reduce and/or eliminate any subsidy after the 2 year initial term; Miami Beach ITN 2014-215-LR Appendix C—Page 2 ® The successful proposer has the ability to also expand programming of events/functions in the public space on Ocean Terrace and adjacent public property. This ability will not be granted as part of the Management agreement, but will require issuance of a special event permit from the City. However, more comprehensive events that generate a greater economic impact for the area are desired. PROPOSALS SHOULD ADDRESS THE FOLLOWING AREAS UNDER PROPOSED SCOPE OF SERVICES AND METHODOLOGY: 1. Organization Philosophy and Approach: Provide a description of the proposer's overall philosophy and approach to the development, use, management and operation of the facility. Describe any proposed initiatives specific to a proposed management approach for the facility, focusing especially on how the proposer plans to accomplish the City's goals and objectives. This should include a description of the type of proposed uses; the content of any proposed programming (proposers should be aware that any proposed content should be suitable for a municipal venue); any research or analysis (including market research) to support the need or potential success of the proposed use; the hours/days of operation; as well as other pertinent information that will aid the City in making a determination. 2. Marketing Plan: Provide a marketing plan for the facility and the proposed use(s). The proposer must submit information which describes its approach to a successful venue. The proposer should describe its marketing and promotional concepts to attract visitors and guests that will take advantage of Miami Beach's unique position. The proposer should also provide a plan which will maximize revenue to the City and how it intends to generate new local business. 3. Subcontractor Information and Qualifications: The successful proposer may elect to subcontract some portions of the services or uses. While specific subcontractors may not be identified until after award of the management or operation agreement, wherever the proposer intends to subcontract certain services or uses, the specific services or uses must be identified in this section of the proposal. 4. Scope of Proposal: Proposers must provide information describing the proposed strategies, policies and procedures to be employed in managing/developing/operating the facility. 5. A term sheet that outlines proposed contract terms and conditions. Each submittal must include a specific proposal for the proposed revenues including use of the City subsidy, if accepted by the proposer. It should be noted by the proposer that the City typically receives a minimum guarantee and a percentage of gross revenues; however in this case the City is placing more value on quality cultural programming than on possible revenue generation. While a subsidy could be considered in the proposal for the first two years, the proposer should consider a specific proposal of use for extra revenues generated in years three through five. Miami Beach ITN 2014-215-LR Appendix C—Page 3 6. A preliminary two (2) year operating pro forma. Include the assumptions underlying the income and expense projections. Clearly indicate the sources and amounts of revenues and provisions for a capital improvement reserve. Also show the Cash-on-Cash Return and Internal Rate of Return and describe proposed distribution or utilization of net operating income. If the proposal is for the entire complex and/or contemplates different uses for different portions of the complex, a pro forma for each use must be submitted. 7. A staffing plan that includes an organizational chart showing key management personnel and identification of onsite management, including security. 8. Operating Plan: Proposer shall describe the operating policies and procedures to be employed by the operator to manage the facility. Describe any proposed initiatives which would improve the management and/or reduce the operational cost of all or portion of the facility. The proposer should also describe its approach to financial management systems, employee management and administrative policies and procedures. 9. A transition plan if applicable, for the assumption of booking and management duties from the current Management Agreement(for eastern portion of facility only). 10. Project timeline (including development) 11. Any other information that would help City staff understand and evaluate the concept. Miami Beach ITN 2014-215-LR Appendix C—Page 4 APPENDIX D *----=41)' /0 I® A i\'\ EE A :,may ri SanpIe Agreement ITN 2014-21 5-LR BAND SHELL MANAGEMENT DEPARTMENT OF PROCUREMENT MANAGEMENT 1700 Convention Center Drive Miami Beach, Florida 33139 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND [FILL IN CONSULTANT NAME] FOR [XXXXXXXXXXXXXXXX], PURSUANT TO - [FILL IN RFP, RFQ, OR ITB#] This Professional Services Agreement ("Agreement") is entered into this XXXXXX day of XXXXXX UUUUCX, 2010, 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 [FILL IN CONSULTANT NAME], a [FILL IN TYPE OF ENTITY/I.E. CORPORATION, LLC, ETC.], whose address is (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 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. Proposal Documents: Proposal Documents shall mean City of Miami Beach [FILL IN RFP, RFQ, OR ITB] No. [ ] for [XXXXXXXXXXXXXXXXXXXXXX], together with all amendments thereto, issued by the City in contemplation of this Agreement [FILL IN CORRECT ABBREVIATION RFP, RFQ, OR ITB], and the Consultant's proposal in response thereto (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 [FILL IN RFP, RFQ, or ITB]; 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. 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"A" hereto (the Services). [NOTE: EXHIBIT "A" MUST INCLUDE DETAILED DESCRIPTION OF SERVICES] 2.2 Consultant's Services, and any deliverables incident thereto, shall be completed in accordance with the timeline and/or schedule in Exhibit [XXX] hereto. [NOTE: TIMELINE FOR DELIVERABLES CAN ALSO BE INCLUDED IN EXHIBIT "A" OR IN SEPARATE EXHIBIT] SECTION 3 TERM The term of this Agreement (Term) shall commence upon execution of this Agreement by all parties hereto, and shall have an initial term of W000000 0000(1 with f)(X)(XXXXXXX] renewal options, to be exercised at the City Manager's sole option and discretion, by providing Consultant with written notice of same no less than thirty (30) days prior to the expiration of the initial term. 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 [XXX] 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$X)XOOOCXX. 4.2 [NOTE: INCLUDE AMOUNT FOR REIMBURSABLES, IF ANY]. 4.3 [NOTE: INCLUDE HOW FEE IS TO BE PAID— I.E. "X" PERCENTAGE UP FRONT; "X" UPON DELIVERY; MONTHLY; LUMP SUM; ETC.]. 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). Invoices shall include a detailed description of the Services (or portions thereof) provided, and shall be submitted to the City at the following address: 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. 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 [NOTE: INSURANCE TYPES AND LIMITS BELOW SHOULD ALWAYS BE SAME AS WHAT WAS SPECIFICED IN BID DOCUMENTS] The Consultant shall maintain and carry in full force during the Term, the following insurance: 1. Consultant General Liability, in the amount of$1,000,000; 2. Consultant Professional Liability, in the amount of$200,000; and 3. Workers Compensation & Employers Liability, as required pursuant to Florida Statutes. 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. 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 $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 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 [INTENTIONALLY DELETED] 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. 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: [FILL IN] TO CITY: [FILL IN] 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 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. 12.4 CONSULTANT'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW 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: a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service; b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; and d) Meet all requirements for retaining public records and transfer to the City, at no City cost, all public records created, received, maintained and/or directly related to the performance of this Agreement that are in possession of the Consultant upon termination of this Agreement. Upon termination of this Agreement, the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. For purposes of this Article, the term "public records" shall mean 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. Consultant's failure to comply with the public records disclosure requirement set forth in Section 119.0701 of the Florida Statutes shall be a breach of this Agreement. In the event the Consultant does not comply with the public records disclosure requirement set forth in Section 119.0701 of the Florida Statutes, the City may, at the City's sole discretion, avail itself of the remedies set forth under this Agreement and available at law. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] 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: City Clerk Mayor FOR CONSULTANT: [INSERT NAME] ATTEST: By: Secretary President Print Name Print Name l Title APPENDIX F iV1lAlVil BEACH Insurance Requirements ITN 2O14-215LR BAND SHELL MANAGEMENT PROCUREMENT DIVISION 1700 Convention Center Drive Miami eeoch. Florida 33139 r t , ), . r►Mr's' 0 ,� ' i ,:k"-P. -k - .. I f I. ,� t a., . i < ti 4\it.„....ime. k'-' Goo i - 3 , s' 114121L',3‘.:;__ - . ,• i 1,...\ a :, f_,\ _ . y , v• A k i 41111 ;...• ■ 0 II - �! I. as MANAGEMENT SERVICES ITN 2014-215 -LR JUNE 26, 2014 AS PROPOSED BY: tiIfl11 FOUNDATION PROCUREMENT COORDINATOR: Lourdes Rodriguez Department of Procurement Management 1700 Convention Center Drive Miami Beach, FL 33139 305.673.7000 x6652 . t_. . e#, r ....,_ . .r 1,. :,„, 1 1 1 . --- " —" a 4 .3it, -,.. —•l't -,.; •-• •---,J. 1. .\.,t. ...:- , •-s ft:i - :mot k _ P r - \� 4i, "sr4, r!iF, , -: ' :; :' .1 1,,t,'., \ : . , •./,' .,''.-\ __,;\;-.,---.,_„,. '-'-•::` '; , -,,---. 4,:,rf--.--- "44 .1:•• ; -.-i::,' -,.. - - ' 2 .,, ' [-- . ci . ‘ , . - ,-„,,,' —.7 , ,t ::-,..; . a i r r - k '.' ' ff' ' t - - I --. .. '.Yi'.0;1;.,;1 . r -.0 i''' '';:i7P :, ".. ,P11- elT• 1' t,r "i I F. migiiif:'-' TABLE OF CONTENTS 1 .1 ) COVER LETTER 3 1 .2) PROPOSAL CERTIFICATION, QUESTIONNAIRE & REQUIREMENTS 4 -4 AFFIDAVIT 4 1 .3) MINIMUM QUALIFICATIONS REQUIREMENTS 11 t't 2.1 ) QUALIFICATIONS OF PROPOSING FIRM 13 Mn 7,4 2.2) QUALIFICATIONS OF PROPOSER TEAM 17 2.3) FINANCIAL CAPACITY 20 3.1 ) ORGANIZATIONAL PHILOSOPHY AND APPROACH 21 3.2) MARKETING PLAN 22 3.3) SUBCONTRACTOR INFORMATION AND QUALIFICATIONS 25 `.') 3.4) SCOPE OF SERVICES 26 m ta— 3.5)TERM SHEET 30 3.6) STAFFING PLAN / ORGANIZATIONAL CHART 30 3.7) OPERATING PLAN 31 3.8) OPERATING PRO FORMA BUDGET 32 APPENDIX 35 ,T. RHYTHm FOUNDATION City of Miami Beach June 9, 2014 1700 Convention Center Drive Miami Beach, FL 33139 RE: ITN 2014-215-LR Bandshell Management Services Procurement Coordinator: Lourdes Rodriguez • Dear Evaluation Committee, Thank you for considering the following proposal for management services of the North Shore Bandshell. As a Miami Beach-based non-profit, staffed and directed by longtime Miami Beach residents, we are very excited about this opportunity. In the following pages you will find detailed information about who we are, the work that we do, and our ideas as to what the Bandshell can be. Please consider me as the primary contact for the purposes of this solicitation. Proposer: The Rhythm Foundation, Inc. Mailing Address: PQ Box 398567 Miami Beach, FL 33239 Street Address: 407 Lincoln Road#6E Miami Beach, FL 33139 Primary Contact: Laura Quinlan Telephone: 305.572.5202 Email: lq @rhythmfoundation.com Again, thank you for your time and consideration and please do not hesitate to contact me with any further questions or comments. Best Regards, 1 f:' Laura Quinlan-- Executive Director fl iC virlrfi in i bd li,: :;''.flit �_' li'i?(;`11ji;;=•;:i;li=X'_'liii:, c.:'i".li'::i;.� i i'1L p .: in l�i:?Il 1. ;IV'Illllil(... PO Box 398567, Miami Beach FL 33239 • ph/(305) 672-5202 • www.rhythmfoundation.com P_ MIAMI BEACH Proposal Certification , Questionnaire & Requirements Affidavit ITN 2014-215-LR BAND SHELL MANAGEMENT DEPARTMENT OF PROCUREMENT MANAGEMENT 1700 Convention Center Drive Miami Beach, Florida 33139 4 Solicitation No: Solicitation Title: 2014-215-LR BAND SHELL MANAGEMENT Procurement Contact: Tel: Email: LOURDES RODRIGUEZ 305-673-7000 EXT 6652 _ LourdesRodriguezca MiamiBeachFL.gove PROPOSAL CERTIFICATION, QUE:S l IONI, IR.;: REQUIREMENTS AFFIDAVIT I Purpose: The purpose of this Proposal Certification, Questionnaire and Requirements Affidavit Form is to inform prospective Proposers of certain solicitation and contractual requirements, and to collect necessary information from Proposers in order that certain portions of responsiveness, responsibility and other determining factors and compliance with requirements may be evaluated. This Proposal Certification, Questionnaire and Requirements Affidavit Form is a REQUIRED FORM that must be submitted fully completed and executed. 1. General Proposer Information. FIRM NAME: The Rhythm Foundation, Inc No of Years in Business: 26 No of Years in Business Locally: 26 OTHER NAME(S)PROPOSER HAS OPERATED UNDER IN THE LAST 10 YEARS: N/A FIRM PRIMARY ADDRESS(HEADQUARTERS): PO Box 398567 CITY: Miami Beach STATE: ZIP CODE: FL 33239 TELEPHONE NO.: 305 672.5202 TOLL FREE NO.: FAX NO.: 305.675.0484 FIRM LOCAL ADDRESS: 407 Lincoln Road#6E CITY: Miami Beach STATE: FL ZIP CODE: 33139 PRIMARY ACCOUNT REPRESENTATIVE FOR THIS ENGAGEMENT: Laura Quinlan ACCOUNT REP TELEPHONE NO.: 305.672.5202 ACCOUNT REP TOLL FREE NO.: ACCOUNT REP EMAIL: lq@rhythmfoundation.com FEDERAL TAX IDENTIFICATION NO.: 65-0102768 The City reserves the right to seek additional information from Proposer or other source(s),including but not limited to: any firm or principal information, applicable licensure, resumes of relevant individuals,client information,financial information, or any information the City deems necessary to evaluate the capacity of the Proposer to perform in accordance with contract requirements. Miami Beach ITN 2014-215-LR Appendix A-Page 2 1. Miami Beach Based(Local Vendor.Is Proposer claiming Miami Beach based firm status? X YES NO SUBMITTAL REQUIREMENT: Proposers claiming Miami Beach vendor status shall submit a Business Tax Receipt issued by the City of Miami Beach and the proof of residency requirement, as required pursuant to ordinance 2011-3747,to demonstrate that the Proposer is a Miami Beach Based Vendor. , 2. Veteran Owned Business.Is Proposer claiming a veteran owned business status? I YES X NO SUBMITTAL REQUIREMENT: Proposers claiming veteran owned business status shall submit a documentation proving that firm is certified as a veteran-owned business or a service-disabled veteran owned business by the State of Florida or United States federal government,as required pursuant to ordinance 2011-3748. 3. Conflict Of Interest.All Proposers must disclose, in their Proposal,the name(s)of any officer, director, agent,or immediate family member (spouse, parent, sibling, and child) who is also an employee of the City of Miami Beach. Further, all Proposers must disclose the name of any City employee who owns, either directly or indirectly, an interest of ten (10%) percent or more in the Proposer entity or any of its affiliates. SUBMITTAL REQUIREMENT: Proposers must disclose the name(s)of any officer, director, agent, or immediate family member (spouse,parent,sibling,and child)who is also an employee of the City of Miami Beach. Proposers must also disclose the name of any City employee who owns, either directly or indirectly, an interest of ten (10%)percent or more in the Proposer entity or any of its affiliates 4. References&Past Performance. Proposer shall submit at least three(3)references for whom the Proposer has completed work similar in size and nature as the work referenced in solicitation. SUBMITTAL REQUIREMENT: For each reference submitted, the following information is required: 1) Firm Name, 2) Contact Individual Name&Title,3)Address,4)Telephone,5)Contact's Email and 6)Narrative on Scope of Services Provided. 5. Suspension,Debarment or Contract Cancellation.Has Proposer ever been debarred,suspended or other legal violation,or had a contract cancelled due to non- erformance by an •ublic sector agency? YES X NO SUBMITTAL REQUIREMENT: If answer to above is"YES," Proposer shall submit a statement detailing the reasons that led to action(s). 6. Vendor Campaign Contributions. Proposers are expected to be or become familiar with,the City's Campaign Finance Reform laws, as codified in Sections 2-487 through 2-490 of the City Code. Proposers shall be solely responsible for ensuring that all applicable provisions of the City's Campaign Finance Reform laws are complied with,and shall be subject to any and all sanctions, as prescribed therein,including disqualification of their Proposals,in the event of such non-compliance. SUBMITTAL REQUIREMENT: Submit the names of all individuals or entities (including your sub-consultants) with a controlling financial interest as defined in solicitation. For each individual or entity with a controlling financial interest indicate whether or not each individual or entity has contributed to the campaign either directly or indirectly, of a candidate who has been elected to the office of Mayor or City Commissioner for the City of Miami Beach. 7 Code of Business Ethics.Pursuant to City Resolution No.2000-23879,each person or entity that seeks to do business with the City shall adopt a Code of Business Ethics ("Code") and submit that Code to the Procurement Management Department with its response or within five (5) days upon receipt of request.The Code shall, at a minimum, require the Proposer, to comply with all applicable governmental rules and regulations including, among others,the conflict of interest,lobbying and ethics provision of the City of Miami Beach and Miami Dade County. SUBMITTAL REQUIREMENT: Proposer shall submit firm's Code of Business Ethics. In lieu of submitting Code of Business Ethics, Proposer may submit a statement indicating that it will adopt, as required in the ordinance,the City of Miami Beach Code of Ethics,available at www.miamibeachfl.govlprocurementl. Miami Beach ITN 2014-215-LR Appendix A—Page 3 8. Living Wage. Pursuant to Section 2-408 of the Miami Beach City Code, as same may be amended from time to time, Proposers shall be required to pay all employees who provide services pursuant to this Agreement,the hourly living wage rates listed below: • Commencing with City fiscal year 2012-13(October 1,2012), the hourly living rate will be$11.28/hr with health benefits, and$12.92/hr without benefits. The living wage rate and health care benefits rate may, by Resolution of the City Commission be indexed annually for inflation using the Consumer Price Index for all Urban Consumers(CPI-U)Miami/Ft. Lauderdale,issued by the U.S. Department of Labor's Bureau of Labor Statistics. Notwithstanding the preceding,no annual index shall exceed three percent(3%).The City may also, by resolution, elect not to index the living wage rate in any particular year,if it determines it would not be fiscally sound to implement same(in a particular year). Proposers' failure to comply with this provision shall be deemed a material breach under this proposal, under which the City may, at its sole option, immediately deem said Proposer as non-responsive, and may further subject Proposer to additional penalties and fines, as provided in the City's Living Wage Ordinance, as amended. Further information on the Living Wage requirement is available at www.miamibeachfl.govlprocurement/. SUBMITTAL REQUIREMENT: No additional submittal is required. By virtue of executing this affidavit document, Proposer agrees to the living wage requirement. 9. Equal Benefits for Employees with Spouses and Employees with Domestic Partners. When awarding competitively solicited contracts valued at over$100,000 whose contractors maintain 51 or more full time employees on their payrolls during 20 or more calendar work weeks, the Equal Benefits for Domestic Partners Ordinance 2005-3494 requires certain contractors doing business with the City of Miami Beach, who are awarded a contract pursuant to competitive proposals, to provide "Equal Benefits"to their employees with domestic partners, as they provide to employees with spouses. The Ordinance applies to all employees of a Contractor who work within the City limits of the City of Miami Beach, Florida;and the Contractor's employees located in the United States, but outside of the City of Miami Beach limits, who are directly performing work on the contract within the City of Miami Beach. A. Does your company provide or offer access to any benefits to employees with spouses or to spouses of employees? 0 \'t3 N/A B. Does your company provide or offer access to any benefits to employees with(same or opposite sex)domestic partners*or to domestic partners of employees? r-- r-- N/A - C. Please check all benefits that apply to your answers above and list in the "other' section any additional benefits not already specified. Note: some benefits are provided to employees because they have a spouse or domestic partner, such as bereavement leave; other benefits are provided directly to the spouse or domestic partner, such as medical insurance. BENEFIT Firm Provides for Firm Provides for Firm does no N/A Employees with Employees with - ne it _ Spouses Domes i • --. Health Sick Leave Famil _ -ve ereavement Leave 1 If Proposer cannot offer a benefit to domestic partners because of reasons outside your control, (e.g., there are no insurance providers in your area willing to offer domestic partner coverage)you may be eligible for Reasonable Measures compliance. To comply on this basis, you must agree to pay a cash equivalent and submit a completed Reasonable Measures Application (attached)with all necessary documentation.Your Reasonable Measures Application will be reviewed for consideration by the City Manager, or his designee. Approval is not guaranteed and the City Manager's decision is final. Further information on the Equal Benefits requirement is available at.v'.Av memii'e;,,n':I r c,. er ent. Miami Beach ITN 2014-215-LR Appendix A—Page 4 10. Public Entity Crimes.Section 287,133(2)(a),Florida Statutes, as currently enacted or as amended from time to time,states that a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a proposal, Proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a proposal, Proposal,or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit proposals, Proposals,or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier,subcontractor,or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 237.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. SUBMITTAL REQUIREMENT: No additional submittal is required. By virtue of executing this affidavit document, Proposer agrees with the requirements of Section 287.133,Florida Statutes,and certifies it has not been placed on convicted vendor list. 11. Acknowledgement of Addendum. After issuance of solicitation, the City may release one or more addendum to the solicitation which may provide additional information to Proposers or alter solicitation requirements. The City will strive to reach every Proposer having received solicitation through the City's e-procurement system, PublicPurchase.com. However, Proposers are solely responsible for assuring they have received any and all addendum issued pursuant to solicitation.This Acknowledgement of Addendum section certifies that the Proposer has received all addendum released by the City pursuant to this solicitation. Failure to obtain and acknowledge receipt of all addendum may result in Proposal disqualification. Initial to Confirm Initial to Confirm Initial to Confirm Receipt Receipt Receipt Addendum 1 I Addendum 6 Addendum 11 Addendum 2 1 Addendum 7 Addendum 12 Addendum 3 Addendum 8 Addendum 13 Addendum 4 ! Addendum 9 Addendum 14 Addendum 5 Addendum 10 Addendum 15 If additional confirmation of addendum is required, submit under separate cover. Miami Beach ITN 2014-215-LR Appendix A—Page 5 •DI'SCLOSURE:AND DISCLAIMER SECTION' : • The solicitation referenced herein is being furnished to the recipient by the City of Miami Beach (the 'City")for the recipient's convenience. Any action taken by the City in response to Proposals made pursuant to this solicitation, or in making any award, or in failing or refusing to make any award pursuant to such Proposals, or in cancelling awards, or in withdrawing or cancelling this solicitation, either before or after issuance of an award, shall be without any liability or obligation on the part of the City. In its sole discretion, the City may withdraw the solicitation either before or after receiving Proposals, may accept or reject Proposals, and may accept Proposals which deviate from the solicitation, as it deems appropriate and in its best interest. In its sole discretion,the City may determine the qualifications and acceptability of any party or parties submitting Proposals in response to this solicitation. Following submission of a Bid or Proposal, the applicant agrees to deliver such further details, information and assurances, including financial and disclosure data, relating to the Proposal and the applicant including, without limitation, the applicant's affiliates, officers, directors,shareholders,partners and employees, as requested by the City in its discretion. The information contained herein is provided solely for the convenience of prospective Proposers. It is the responsibility of the recipient to assure itself that information contained herein is accurate and complete.The City does not provide any assurances as to the accuracy of any information in this solicitation. Any reliance on these contents,or on any permitted communications with City officials, shall be at the recipient's own risk. Proposers should rely exclusively on their own investigations,interpretations, and analyses. The solicitation is being provided by the City without any warranty or representation,express or implied, as to its content, its accuracy, or its completeness. No warranty or representation is made by the City or its agents that any Proposal conforming to these requirements will be selected for consideration,negotiation,or approval. The City shall have no obligation or liability with respect to this solicitation,the selection and the award process, or whether any award will be made. Any recipient of this solicitation who responds hereto fully acknowledges all the provisions of this Disclosure and Disclaimer,is totally relying on this Disclosure and Disclaimer, and agrees to be bound by the terms hereof. Any Proposals submitted to the City pursuant to this solicitation are submitted at the sole risk and responsibility of the party submitting such Proposal. This solicitation is made subject to correction of errors,omissions, or withdrawal from the market without notice. Information is for guidance only,and does not constitute all or any part of an agreement The City and all Proposers will be bound only as, if and when a Proposal (or Proposals), as same may be modified, and the applicable definitive agreements pertaining thereto, are approved and executed by the parties, and then only pursuant to the terms of the definitive agreements executed among the parties.Any response to this solicitation may be accepted or rejected by the City for any reason, or for no reason,without any resultant liability to the City. The City is governed by the Government-in-the-Sunshine Law,and all Proposals and supporting documents shall be subject to disclosure as required by such law. All Proposals shall be submitted in sealed proposal form and shall remain confidential to the extent permitted by Florida Statutes, until the date and time selected for opening the responses. At that time, all documents received by the City shall become public records. Proposers are expected to make all disclosures and declarations as requested in this solicitation. By submission of a Proposal,the Proposer acknowledges and agrees that the City has the right to make any inquiry or investigation it deems appropriate to substantiate or supplement information contained in the Proposal,and authorizes the release to the City of any and all information sought in such inquiry or investigation. Each Proposer certifies that the information contained in the Proposal is true, accurate and complete, to the best of its knowledge, information,and belief. Notwithstanding the foregoing or anything contained in the solicitation, all Proposers agree that in the event of a final unappealable judgment by a court of competent jurisdiction which imposes on the City any liability arising out of this solicitation, or any response thereto, or any action or inaction by the City with respect thereto, such liability shall be limited to$10,000.00 as agreed-upon and liquidated damages.The previous sentence, however, shall not be construed to circumvent any of the other provisions of this Disclosure and Disclaimer which imposes no liability on the City. In the event of any differences in language between this Disclosure and Disclaimer and the balance of the solicitation, it is understood that the provisions of this Disclosure and Disclaimer shall always govern. The solicitation and any disputes arising from the solicitation shall be governed by and construed in accordance with the laws of the State of Florida. Miami Beach ITN 2014-215-LR Appendix A—Page 6 , . . _ _ �PROPOSER;CERTIF�I,CATI.ON 1` ,- - - f I hereby certify that: I, as an authorized agent of the Proposer, am submitting the following information as my firm's Proposal; Proposer agrees to complete and unconditional acceptance of the terms and conditions of this document, inclusive of this solicitation, all attachments, exhibits and appendices and the contents of any Addenda released hereto, and the Disclosure and Disclaimer Statement; Proposer agrees to be bound to any and all specifications, terms and conditions contained in the solicitation, and any released Addenda and understand that the following are requirements of this solicitation and failure to comply will result in disqualification of Proposal submitted; Proposer has not divulged, discussed, or compared the Proposal with other Proposers and has not colluded with any other Proposer or party to any other Proposal; Proposer acknowledges that all information contained herein is part of the public domain as defined by the State of Florida Sunshine and Public Records Laws; all responses, data and information contained in this Proposal, inclusive of the Proposal Certification, Questionnaire and Requirements Affidavit are true and accurate. Name of Proposer's Authorized Representative: Title of Proposer's Authorized Representative: Laura Quinlan Executive Director Signatu Hof Propoaers Aut�orize RepresOntative./2 i r fir' ) Date: l ) .' .J • t �` Lam' �,, f , � — 1 cl -- ma„ State of 1";1— ) On this 1% day of T6 P 6 , 20 I4,personally appeared before me Lc+vrfl(:',;'t in n who County of M1,1111.,Niti t, ) stated that (s)he is the / t(L,h.vt I..rid e of Tr c-;,,a;,i 4►vr~i:j i p a corporation, and that the instrument was signed in behalf of the said'corporation by authority of its board of ' ectors and a nowledged said instrument to be its voluntary act and deed. Befor 77 , 4(otary, ubl ,Tex#My Commission Expires: _ ! = Knyinm ruuriumilupi ATTACHMENTS TO PROPOSAL CERTIFICATION, QUESTIONNAIRE & REQUIREMENTS AFFIDAVIT Item 1. Miami Beach Based (Local) Vendor Copy of City of Miami Beach Business Tax Receipt attached. Item 3. Conflict of Interest No officers, directors, agents, or immediate family members are employees of the City of Miami Beach. No City employees own, directly or indirectly, an interest of ten (10%) percent or more in Rhythm Foundation, Inc. or any of its affiliates. Item 4. References & Past Performance 1) Hollywood ArtsPark Experience (2011 — present). Firm Name: Hollywood Community Redevelopment Agency Contact: Lisa Liotta, Redevelopment and Operations Manager Address: 330 N. Federal Highway Hollywood, FL 33020 Telephone: 954.924.2980 Email: Iliotta @hollywoodfl.org Scope of Services: In 2011, the City of Hollywood, Florida, in partnership with the Rhythm Foundation, proudly launched the Hollywood ArtsPark Experience: a series of free, family-friendly events celebrating the vibrant cultures that make up the South Florida community through music, food, tourism and culture. These quarterly events are produced by the Rhythm Foundation and designed to engage the wide Broward, Miami-Dade, and Palm Beach county audience and to promote historic downtown Hollywood as a rich, diverse, and international place to live, work, and play. 2) Big Night in Little Haiti (2011 - present) Firm Name: The Little Haiti Cultural Center/City of Miami Contact: Sandy Dorsainvil, Director Address: 212 NE 59 Terrace Miami, FL 33137 Telephone: 305.960.2969 Email: sdorsainvil @miamigov.com Scope of Services: Big Night in Little Haiti is a monthly family-friendly event present the third Friday of each month. Patrons enjoy a night of music, food, art, and fun at the Little Haiti Cultural Complex (LHCC) from 6pm to 10pm. The LHCC is a 20,000 sq ft multi-purpose cultural campus that brings together people and ideas to promote, showcase, and support Haitian and Caribbean culture in South Florida. Concerts are presented in the center's plaza. Rotating visual art exhibits are hosted in the building's gallery space. Art activities for children are run in the studios. The event is programmed and produced by the Rhythm Foundation in partnership with the LHHC and the Northeast 2nd Avenue 11 Partnership, a non-profit business group whose mission is to promote the development of"downtown" Little Haiti. 3) Boca Brazilian Beat (2012 - present) Firm Name: City of Boca Raton Contact: Ruby L. Childers,AICP, Downtown Manager Address: 201 W. Palmetto Park Road Boca Raton, FL 33432 Telephone: 561.367.7070 Email: rchilders @MyBoca.us Scope of Services: Produced for the City of Boca Raton each September, the Rhythm Foundation programs a Brazilian festival in downtown Boca celebrating Brazilian Independence Day. Boca Brazilian Beat features top internationally-touring groups as well as locally-based bands. Item 6. Vendor Campaign Contributions No individuals or entities with a controlling financial interest in the Rhythm Foundation have contributed, directly or indirectly, to the campaign of a candidate who has been elected to the office of Mayor or City Commissioner for the City of Miami Beach. Item 7. Code of Business Ethics The Rhythm Foundation will adopt, as required in the applicable ordinance, the City of Miami Beach Code of Business Ethics. 12 • . _ CITY OF MIAMI BEACH CERTIFICATE OF USE, ANNUAL FERE FEE, AND BUSINESS TAX RECEIPT 1700 Carrie.ritkm Cerare Dove cikarni BeacP,. F-1,ertta 33139-1819 TRADE NAME: THE R.-e(THM FG AIflON,gNiC RECEIPT ?■iUMBER: F-11-71113005847 tN CARF OF: LAU.RA LAM AN 111i0 9,2.013 ADDRESS: 2064 PAR OE AVE Expires: 09/30;2014 MIAAA 577:ACH. MA.1:33:515 Pags, A peneity iS iatlposed for 7:ay R.E.;c4i,p,t. TRADE:ADDRESS: 44.17 LINCOLN RD,ST.'E EE e..ththited czinsplcuous4 ;icq.i.c.qair..-.e Coda Certifxma A cerjficate :1.3-5,42; Ta.lx Racz-tva zrtea NoT::ISTE ) does not waive or supersede other City laws,does not constitute City approval of a carticular Otssiness art'nes not excuse tre licensee from au i other iaws appcabie o the Ncensee's business. • fray A.Within 30 nays of a oonafide sale,otherwise a complete annual payment is due. 3.To anoti7er lacaticn with in qrie City f prcpei 3tCV5 art.te Receipt are obtained prior to the opening of the new location. Additional Information LCERTIFICATE OF USE 400 -G.43.ARF FOMA424= 1C U#OF UNITS I 396 0—ffice FF Storage Locations FROM: CITY OF MIAMI BEACH PRESORTED 1700 CONVENTION CENTER DRIVE FIRST CLASS MIAMI BEACH, FL 33139-1819 U.S.POSTAGE • PAID 1 MIAMI BEACH,FL PERMIT No 1525 LAURA QUINLAN 398567 PO BOX MIAMI BEACH, FL 33239-8567 • 2.1 ) QUALIFICATIONS OF PROPOSING FIRM The Rhythm Foundation, a Miami Beach-based non-profit organization, was established in 1988 to promote international cultural exchange through the presentation of live music. Special focus is given to those cultures of greatest interest to South Florida residents and visitors, allowing better understanding between communities. Originally the in-house production team at Miami Beach's Cameo Theater,the Rhythm Foundation has grown to become one of the largest independent presenting organizations of its kind in the United States, with year-round programming and a budget of over$1,000,000. Since its formation,the Rhythm Foundation has produced over 600 shows throughout South Florida.We began producing events at the North Shore Bandshell in 1999 -the first cultural presenter to use the facility for large-scale public events in many years.We presented a series of concerts each year at the venue, working with international touring artists visiting the US for major festivals like NYC's Central Park Summerstage and Live at the Hollywood Bowl. Our work has been recognized by the City of Miami Beach, including the declaration of"Rhythm Foundation Day" on March 14, 2007. Other recognitions includes continuous high rankings by Miami Beach Cultural Arts Council. For a complete history of shows produced by the Rhythm Foundation, including those in Miami Beach and at the Bandshell in particular, as well as the aforementioned proclamation, please see the Appendix. The TransAtlantic Festival began in the North Beach Bandshell in 2003 and has become the signature annual event presented each April. Now in its thirteenth edition,TransAtlantic Festival focuses on new artists from the Atlantic rim who create music from the fusion of modern DJ culture and the classic rhythms of Africa,the Caribbean and Latin America. Originally created to develop our younger audience and promote cultural tourism,the TransAtlantic Festival has presented the US and Florida debuts of many exciting new artists. It also gives us an opportunity to work with some of the most creative locally-based artists in a festival setting. Major institutional partners in this annual event have included the Colombian Embassy in Washington D.C,the Consulates General of France and of Brazil in Miami, and Centro Cultural de Espana. Named "Best Festival" by Miami New Times,TransAtlantic has been featured in media sources including Conde Naste Traveler, Paper Magazine, Huffington Post and National Geographic Traveler. 14 Economic development is an important component of our work. According to the :r • ' : ., = 7,3, as well the Arts & Culture sector as help sustain a positive quality of life. catalyzes economic vitality in four key ways. 3. Arts and cultural activities can 1. Economic development is enhanced Increasing the number of by - • _ = through visitors as well as enhancing resident both physical density and human participation helps build economic and capital. social capital. 2. The recognition of a community's arts 4. Planners can make l :� and culture assets(and the marketing of __E _:` ..r s. -it,: them) is an important element of l ., - =,, such economic development. -- - . I. as tourism and manufacturing, to :, . 3 _r _ . _ �;; _ I _. ,, improve economic outcomes by - _ capitalizing on local assets. The free monthly cultural event series, Big Night in Little Haiti, was launched as our initiative in March 2011, with support from the Knight Foundation. Each third Friday at the City of Miami's Little Haiti Cultural Center, we present top Haitian and Caribbean live music in the plaza and coordinate a calendar of art and cultural events at the Center and surrounding neighborhood. The series was named "Best Festival" by the New Times Best of Miami. It is presented in partnership with FIU's Latin American and Caribbean Center and a network of foundational and corporate supporters which includes the National Endowment for the Arts. A third popular series produced by the Rhythm Foundation is the Hollywood ArtsPark Experience. Launched in 2012 by the Hollywood Community Redevelopment Agency, each edition of the Hollywood ArtsPark Experience immerses the beautiful ArtsPark in downtown Hollywood's Young Circle with music and cultural activities of a select region. We have produced ArtsPark Experiences focused on Spain, Brazil, Colombia,the Caribbean, and Italy, among others. The event draws thousands of people to heart of Hollywood's charming downtown to discover and patronize its various area businesses. 15 In addition to these regular series, we program a year-round series of concerts by leading and emerging international artists at top area venues - including the Fillmore Miami Beach, New World Center, and area clubs. Economic development is an important component to our work. We have a long history of successful collaboration with government and civic partners to spur community development though high quality cultural events. Some examples are: • Hollywood ArtsPark Experience (2011 - present). Produced for the Hollywood Community Redevelopment Agency, with partnerships in the Hollywood Office of Tourism,to attract new business to downtown Hollywood. Please see Appendix for an email from Hollywood restaurant owner,Joe Franco, congratulating the City of Hollywood for producing these events and extolling their benefits. • Big Night in Little Haiti (2011 - present). Includes a partnership with the City of Miami and the non-profit NE 2nd Avenue Partnership,to further their goal of the development of a vibrant"downtown Little Haiti". • Boca Brazilian Beat(2012 - present). Produced for the City of Boca Raton each September, we program.a Brazilian festival in downtown Boca celebrating Brazilian Independence Day. Boca Brazilian Beat features top internationally-touring groups as well as locally-based bands. • TransAtlantic Festival (2003 - present). Produced at the North Shore Bandshell every April,TransAtlantic was initially launched with support from the North Beach Development Corporation and Miami Beach VCA. • DWNTWN Miami Concert Series(2008 -2009). It is hard to imagine when Downtown Miami's Bayfront Park was a scary and desolate place. In 2008, we conceived and implemented a free monthly concert and cultural night in Bayfront Park's Tina Hills Pavilion with the Downtown Development Authority and the Knight Foundation. During the depths of that time's economic crisis,this beautiful series brought together many of the partners who have changed the face of downtown Miami into a vibrant urban magnet. 16 • Lincoln Road Twilight Jazz Series (1993-1994). It is perhaps even harder to remember when Lincoln Road was a ghost town and visiting South Beach was an adventure.We collaborated on this music series with the Lincoln Road Partnership, City of Miami Beach VCA, and private sector partners to attract the public to the shops on Lincoln Road. 2.2) QUALIFICATIONS OF PROPOSER TEAM LAURA QU I N LAN, EXECUTIVE DIRECTOR Laura has been Director of the Rhythm Foundation since 1993. She oversees all aspects of the organization, including programming, production and promotion. Under her direction, the organization has grown from a budget of$73,000 and six programs annually to a well- respected organization that achieves an annual budget of over $1,000,000.TRF is considered by our peers to be one of the premier presenters of world music in the United States.Among the signature series created are the annual TransAtlantic Festival, which has just completed its 12th year at the North Shore Bandshell and the popular, Knight Foundation-funded Big Night in Little Haiti at the Little Haiti Cultural Center. A Miami Beach native who grew up in North Beach, Laura has worked with the organization since its inception in 1988. Prior to becoming Director, she served as the Marketing Director and also served as Promotions Director for the famed Cameo Theater in Miami Beach (1987-1991). A fluent Spanish speaker, Quinlan holds a BA from New York University's Tisch School of the Arts. Laura was recognized as in Miami Today's "Best of Miami" in May 2013, attached in Appendix B. Last year she was decorated as a Chevalier of Arts and Letters by the Government of France for her long commitment to Francophone music and culture. Outside of the Rhythm Foundation, Laura was active as a long-time PTSA board member of Miami Beach public schools until the youngest of her children graduated last year, and she took great pride in her long-running role as Hi Tides Marching Band Booster Club treasurer and chief fundraiser. • GENE DE SOUZA, DEVELOPMENT DIRECTOR Development Director since 2003, Gene oversees fundraising and development, as well as institutional relationships. He works closely with current and potential funders, as well as various other organizational stakeholders. A native of Rio de Janeiro, Brazil, Gene holds a BA 17 in International Relations from University of Richmond in Virginia. He has fourteen years of Y g Y experience in sales and marketing, as well as fifteen years in radio broadcast. Gene hosts Cafe Brazil, an award winning radio program on WDNA 88.9 FM every Sunday evening. He also writes a music column for the bi-weekly Portuguese language newspaper Gazeta, and hosts a popular monthly samba night. His specialized knowledge about jazz and Brazilian music has made him an in-demand lecturer and consultant throughout the region. One of his favorite committees is selecting the Brazilian music entries each year for the Latin Grammys! He is also a long-time board member of Centro Cultural Brasil US, a cultural program of the Consulate General of Brazil in Miami. He lives just north of the Bandshell, in Bay Harbor Islands, but spends most weekends enjoying the amenities of the beautiful North Shore Open Space Park with his family. 111 i_1n(-1 r._ran'_1 the 1\1r7)i_.i°-) • i i - , ; Beach Conr11unIt L.;���- ��i ' se _s� ;�,�..t t. F_ `. _i .� I ti�'ti. i ADAM GAN UZA, PRODUCTION DIRECTOR A Miami native, Normandy Isle resident, Ivy League graduate, and engineer by training, Adam is the organization's Production Director. He ensures smooth logistics for all productions- from technical set up to artist requirements. He has been with Rhythm Foundation full time since 2012, and has quickly become invaluable in creating and managing production schedules, budgets and implementation. He works closely with venue and artist personnel, as well as the filming and photo documentation crews. Adam has worked in various areas of film,television, and festival production. His interests are in using music as a tool to build healthy individuals and economically stable and vibrant communities. He holds a Master's Degree in Materials Science from the University of Michigan,Ann Arbor, and a Bachelor's Degree in Engineering from Brown University. 18 On weekends he can found jogging the North Shore beach walk and enjoying Normandy Isle favorite, Sawadee Thai. KARLA ARGUELLO, COMMUNICATIONS COORDINATOR A Miami native, Karla is the newest staff member of the Rhythm Foundation.As Communications Coordinator she is responsible for managing media and member relations, as well as generating interesting content for our in-house music blog.A recent graduate of Wake Forest University in North Carolina with a double major in Communications and Spanish, Karla has worked as a music and culture writer.Although she has decamped for downtown Miami, her parents live in North Beach's Aqua Island, where she can be found enjoying the sunshine poolside. JAMES QUINLAN, BOARD CHAIR A Miami Beach resident, James is the Rhythm Foundation's founder and Board Chair. He is an active participant in programming decisions, and also guides the organization in its "big picture" goals, with a special focus on creating and strengthening quality institutional relationships. Now working in real estate development, James also manages specialized cultural and media programs. He has an extensive history of productions in South Florida, New York, Michigan, Europe,the Caribbean and Brazil, which spans a range of international music, film and television production, and special events. James was Director of the Office of Arts, Culture and Entertainment for the City of Miami Beach (1995-2002). In this position, he established the City department charged with the administration of the Special Events, Film and Print,the Art in Public Places Committee and the Cultural Arts Council. Previous projects and positions in Florida have included Performing Arts Coordinator for Miami Dade College and Producer for the Cameo Theater, an historic art deco venue which was central to the revitalization of South Beach.James is a native of Michigan who has lived in Miami Beach longer than anywhere else. 19 THE RHYTHM FOUNDATION BOARD OF DIRECTORS • James Quinlan (Chair) Jorge P Gutierrez Quinlan Communications Corp. Gutierrez Yelin & Boulris Ricardo Tano Feijoo(President) Robert Plessett RTF International Business Development Teleswitch Bianca Beatriz de Moura (Vice President) Dr. Rigoberto Rodriguez MD Diversion Management and Consulting Psychiatrist, Baptist Hospital Robert Glick(Treasurer) Dara Schoenwald Kaufman, Rossin & Co, CPA Researcher, Sapient Marketing Pedro Menocal (Legal Affairs) Ilan Segal Gutierrez Yelin & Boulris General Manager, Standard Hotel Katherine Sanoja (Secretary) Asa Sealy Gomm & Smith PA Caribbean American Heritage of Florida Geane Brito Dean Taha Chariff Realty Group Taha Properties Bernice Fidelia Daniel Veitia Government of Haiti Member, North Beach Blue Ribbon Panel Minister of Haitians Living Abroad Realtor, Urban Resource, Inc. 2.3) FINANCIAL CAPACITY A Supplier Qualification Report from Dun & Bradstreet has be sent to CMB Procurement. In its 27 seasons,the Rhythm Foundation has never gone into debt,though we do access a line of credit to manage cash flow during certain busy production months. We strictly adhere to budgets, pay our bills promptly, and proactively fundraise for new initiatives. Our current budget is over$1,000,000 per year. 32 % comes from earned revenue (ticket sales, concessions) 08 %from contracted services(productions for outside agencies) 20 19 % from corporate support(our major donors at present are Heineken USA, Espirito Santo Bank, FIAT,AmericanAirlines) 17 % from local grant agencies(City of Miami Beach Cultural Arts Council, Miami Dade Cultural Affairs Council) 02 %from state grant agencies(Florida Division of Cultural Affairs) 03 %from national grant agencies(National Endowment for the Arts) 11 %from foundations(John S. and James L. Knight Foundation, Miami Foundation) 06 % from private donations We will immediately begin a fundraising campaign to raise a programming endowment for the North Shore Bandshell by reaching out to area individuals and businesses, potential corporate donors, and foundations.The Rhythm Foundation has established relationships with prestigious grantors including, but not limited to,the Knight Foundation and the National Endowment for the Arts. Rhythm Foundation has found success and 4.- longevity through consistency, reliability and t Argil u - IMPINI collaboration. ORGANIZATIONAL PHILOSOPHY AND APPROACH The Rhythm Foundation was founded in Miami Beach in 1988 with a mission to promote cultural awareness through the presentation of live music and related media programming. We interpret that mission by bringing South Florida's diverse communities together to enjoy world class music and art,with special focus on the cultures of greatest relevance to the region's residents and visitors. Since our inception,the Rhythm Foundation has found success and longevity through consistency, reliability and collaboration. A sense of collaboration with other arts presenters and area institutions has always informed our work. It is in this spirit that we will program and 21 operate the North Shore Bandshell.We will partner with existing professional and empower newer organizations to bring the best in cultural entertainment to North Beach. The Rhythm Foundation is much more than just a fan of the Bandshell. We have been consistent users of the venue since 1999. Our staff members are long-time residents and proponents of North and Mid Beach. The Rhythm Foundation is a member of the North Beach community and, as such, is in tune to the specific needs of the community and the nuance required to provide relevant and impactful programs. In broad terms, our approach to managing the Bandshell focuses on: 1. Collaborating with other organizations to bring the best in cultural programming to North Beach. 2. Leveraging the unique geography of the site to create one-of-a-kind beachside experiences for residents and visitors. 3. Leveraging the controlled environment of the Bandshell to create a secure, family-friendly environment for cultural programming and quality entertainment. 4. Create a cohesive schedule of events that focuses on consistent, top-quality series, including but not limited to film screenings, informative lectures, theatre, sports, and live music. 5. Establishing a Curatorial Review Board to enforce the highest standards of quality, relevance, and impact of proposed projects. 6. Respecting and responding to the specific needs of the North Beach community, particularly the impact of events and noise levels on the livability of the areas directly surrounding the Bandshell. 3.2) MARKETING PLAN BRANDING The Bandshell is referred to both as the "North Beach Bandshell" and the "North Shore Bandshell."To create consistency in marketing efforts moving forward, we will coordinate our marketing efforts with the City and its marketing team. Marketing materials for the Bandshell and North Beach created by the City will serve as guides for our independently produced marketing campaigns. Designs will center on the iconic nature of the Bandshell and focus on unique qualities of the North Beach experience in 22 South Florida, its distinct history, its international presence, and its outdoor-living oriented, family-friendly character. We find that despite its great location, wonderful architecture, and fascinating history,the Bandshell is widely overlooked. Even many Beach residents don't know that it's there, or that it has hosted ; - , ' exciting events.As the operator of the Bandshell . we will be helping to essentially re-craft the Bandshell brand for the new generations of Beach residents and visitors. Our sense as long time residents of the neighborhood regarding the top draws of North Beach are corroborated by reviews on Yelp and Trip Advisor.The top five things people enjoy about North Beach are: 1. Clean beach 2. Calm and low-key atmosphere 3. Less "touristy"than other area beaches 4.Ample parking 5.Affordability Reviewing this list, an inherent conflict becomes evident.The strengths of the North Beach neighborhood are byproducts of its underutilization, so how can one develop the area without undermining the very things that people like about it? How can we attract new visitors without disturbing the calm and laid-back atmosphere so revered by current beach-goers? Herein lies the required nuance of the area's development. )'k- ' t j , , i How can we attract new visitors A� ./ 3 i, �,: ,.f. ' t 4 _ , : . without disturbing the calm and ) . -. F : ,, , , laid-back atmosphere so r. q-,,, ` ; -4' , ...A,- revered by current beach- goers? I -‘..-- i .. ,rte ` -�1, 23 MARKETING DETAIL 1. Online/Social Media • The establishment of an official website (linked to the City of Miami Beach's site),to include information on upcoming events, history of events, and info about the surrounding area and amenities.The website would also include venue information for potential users of the facility. • Establishment and maintenance of official social media sites: Facebook, Instagram,Youtube, etc., including associated hashtags such as#northbeach. We have experienced great results in social media from creating and sharing fresh content, interesting stories and visuals • On-going email campaigns using City of Miami Beach email servers and specialized email-based promotion companies. • Development of a database of Bandshell attendees 2. Print Media • A dedicated calendar of events in publications like Miami New Times and MB Magazine. 3. Outdoor Media • -Signage including banners, lightpole banners, and an electronic marquee (see Capital Investments).Advertisements will also be placed in the North Beach Circulator bus once service begins. 4. Radio • Advertisements and special segments on public and internet radio including but not limited to WLRN 91.3 FM,WDNA 88.9 FM, and internet radio streaming services such as Pandora and Google Radio. 5. Community Outreach • Ensure that North Beach homeowner and condo associations have schedules in a timely manner for newsletters. • Post monthly schedules in community centers, grocery stores, schools, cafes. • Distribute printed materials (small rack cards)to area restaurants and hotels and encourage them to share with their patrons. 24 • Television.We have a history of collaboration and cooperation with Atlantic Broadband and are actively working with WLRN TV to create local programming. 6. Publicity Campaign • Ensure the calendar of events, photos and related info is distributed to all local media for inclusion in calendars and potential other coverage. 3.3) SUBCONTRACTOR INFORMATION AND QUALIFICATIONS As the Bandshell's managing organization,the Rhythm Foundation would provide collaborative support to established professional cultural organizations whose proposed programs align with the overall programming vision. Standards for quality, relevance to the community, and viability will be set and evaluated by a Curatorial Review Board (see Scope of Services). The Rhythm Foundation enjoys both long-standing relationships with top cultural groups in the area, as well as the technical know-how to make programs a reality. Letters of Support from the following organizations can be found in Appendix B: • Miami Dade County Department of Cultural Affairs • Greater Miami Convention and Visitors Bureau Cultural Department • North Beach Development Corporation • The South Beach Group Hotels • Miami Dade College Live • Miami Beach Senior High School Arts Chair • DanceNOW! • The Miami Nice Jazz Festival • Orchestra Miami Subcontractors will also be used for janitorial, security, and technical services. Specific providers for these services will be detailed at a later date. 25 3.4) SCOPE OF SERVICES If one was to go out on North Beach on a Saturday afternoon they would find much more complex community than what the census figures suggest. People of all shapes and shades lie to roast in the sun. Locals congregate.Tourists snap photos of the sandpipers skipping amongst the surf. Families string "Happy Birthday" decorations between the sea grapes of the park. North Beach is one of the few remaining beaches where locals outnumber tourists and the international dynamism that our city is known for grows organically. In short, North Beach is an international urban paradise! PROGRAMMING Our programming will be informed by this organic dynamism.The principal goal of programming is to revitalize the North Beach business district and to create a unique and compelling community experience for residents and visitors. Central to this strategy is the creation of a regularly-scheduled series of day- and night-time activities in the Bandshell, adjacent Beach Bowl, and palm grove park.Activities will be produced in coordination and synergy with the UNIDAD Senior Center and other special events to activate the whole of Ocean Terrace and create a comprehensive North Beach experience. Programming will be rigorously curated to maximize the positive impact of events while minimizing any negative effects.The Rhythm Foundation is committed to positively effecting the North Beach community through quality cultural programs while respecting the standards of living enjoyed by the Bandshell's neighbors. PROGRAMMING SEASONS We propose programs at the Bandshell be arranged into three seasons, each with its own particular focus.There will be a minimum thirty five events per calendar year. MUSIC &ARTS IN NORTH BEACH: JANUARY- MAY The Winter/Spring season will focus on larger music and arts events, designed to attract residents of North Beach and the entire tri-county region, and tourists. Some events will tie into the major arts and cultural festivals taking place throughout the county in this time period. Examples are: • Film Festival screenings 26 • TransAtlantic Festival (modern world music) • Jazz and classical music ensembles • Miami Beach Unplugged, an acoustic music series • "Shakespeare in the Park" style theatrical performances OUTDOOR LIVING IN NORTH BEACH: JUNE -AUGUST The Summer season will focus on highlighting North Beach's beach and waterways. Events will focus on fitness, beach culture, and conservation. Examples include: • Athletic tournaments, such as volleyball in the Beach Bowl • Bike-In Poetry • Roller Disco Night • Beach Clean up Jam • Specialized yoga &fitness programs NORTH BEACH AS A CULTURAL CROSSROADS: SEPTEMBER - DECEMBER During the holiday season, the focus of programming at the Bandshell will shift towards showcasing North Beach as a cultural crossroads. Examples include: • Weekend Farmer's Market, or pick up location for farm CSA's • Arts and Crafts Markets • Car Shows • Special holiday events in conjunction with Parks Department(Halloween, Christmas, Hanukkah) • Taste of North Beach, an area restaurant showcase • Art Basel related events Programming at the Bandshell if., i ,i will be arranged into three $ '*• • ' v distinct seasons; Music & Arts, 3° Outdoor Living, and the re ' �'" ; °+ Cultural Crossroads. „ 1 +- 27 Furthermore,the Bandshell will be established as a production-friendly environment for the creation of still photography,television, and film shoots.We will also encourage private functions such as condo resident events, etc. YEAR-ROUND HIGHLIGHTS North Beach Food Truck Festival, held the last Wednesday of each month on Ocean Terrace. Programming in the Bandshell for this popular monthly event will be a regular event- and the Bandshell can also host comfortable areas for people to sit and enjoy the food truck's offerings. Dance Night. A short dance lesson is followed by a dance band for people to enjoy showing off their new steps. Hipster swing bands, Latin dance bands, French gypsy jazz -the possibilities for a fun monthly night of open air dancing to live music are wide. Yoga and Fitness Classes in the palm grove or Beach Bowl Events for City of Miami Beach Employees. Programs like the employee talent show build esprit de corps and show appreciation for the nearly 2,000 employees of the city. CURATORIAL REVIEW BOARD - With the goal of stimulating a broad range of quality events, programming proposals will be subject to review by a Curatorial Review Board.The board will be established as an independent body whose members include various area stakeholders. Members can include, but are not limited to, Rhythm Foundation staff and board members, local business owners, city officials, representatives from neighboring condos, North Beach Blue Ribbon panel members, and area residents. This Board will allow the Rhythm Foundation to evaluate proposed programming in a systematic and independent fashion, while being highly responsive to the evolving needs of the community.The community itself will in effect drive the programming of the Bandshell and, in turn,the revitalization of the area. SURVEYS AND DATA COLLECTION Surveys to collect demographic data and feedback from the North Beach audience will help drive operations and programming decisions. Surveys will be available in person during 28 events through iPad-based software or online at any time.As an incentive, individuals who fill out the survey will be automatically entered to win a prize such as free tickets to upcoming events or gift certificates from local restaurants. Data collected through these surveys will be used to help determine performance measures such as Return on Investment, Social Return on Investment, and Economic Impact. Questions will be created in accordance with appropriate research best practices. TICKET PRICING Events at the Bandshell will be a mix of free and ticketed events, with a principal goal of engaging the community,The determination of these fees will be based on the needs of the partner organizations and will be subject to the Curatorial Review Board.We will work closely with the Cultural Arts Council and their Fresh Air Fund which provides support for free events in the City of Miami Beach. REVENUE SHARING During the initial contract period, all revenues will be used to sustain the programming and operations model.As the City is well aware of, success of a cultural venue or theatre, particularly in North Beach, is not guaranteed, even when backed by a municipality.All funds excess revenue must be reinvested into programming and operations. Revenue sharing can be reevaluated at the end of Year Two. 29 YEAR ONE OUTCOMES AND MEASURES YEAR 1 OUTCOMES MEASURES Create quality cultural programming, consistent Survey data collected at the Bandshell to be with community needs. reviewed at least quarterly to gauge community response. Create positive and fruitful relationships with the Make contact and initiate relationships with North North Beach business community. Beach businesses. Create a collaborative environment to encourage Partner with at least ten non-profit cultural communication between cultural organizations and organizations. foster engaging, top quality programs Using collected survey data, demonstrate positive Drive economic growth of the North Beach area economic impact on North Beach district and positive Return on Investment analysis for the City of Miami Beach Demonstrate increased interest in North Beach by Revitalize North Beach brand tracking web traffic, social media mentions, attendance of events, etc. 3.5)TERM SHEET We propose the following preliminary terms: • All events contracted at the Bandshell prior to the transition of operational control shall be honored. • We are open to discussing revenue sharing after Year 2. • Building maintenance,taxes, and utilities will remain the responsibility of the City of Miami Beach, as per current structure. • All equipment present at the time of transition will be returned upon completion of the contract in the same condition or replaced by an equivalent or better piece. • The $45,000 City contribution will be used exclusively for programming and marketing expenses. 3.6) STAFFING PLAN / ORGANIZATIONAL CHART The Bandshell will have a professional management staff.There will be an onsite presence available to meet with potential renters or other interested parties.Additional personnel will be hired for event days, as required by the size and specific requirements of the event. Additional personnel includes, but is not limited to, custodial, security, sound & light engineers, concessionaires, and box office staff. The organizational chart can be found on the following page. 30 ORGANIZATIONAL CHART Rhythm Foundation Board of Directors Executive Director I I Development Director Production Director Communications Coordinator Bandshell Curatorial Bandshell Bandshell Volunteers Board Subcontractors • Technical Crew • Documentation Crew • Concessionaires Artists & Performers • Security • Janitorial • Other Venue Staff 3.7) OPERATING PLAN The facility will be operated in accordance to accepted industry best practices, as determined by Rhythm Foundation's experienced staff.We will maintain and safeguard the facility and any capital investments through a high focus on security.We will work closely with City of Miami Beach Police and private security firms to ensure the safest environment possible during 31 events. When no events or programs are occurring,the Bandshell will remain locked.The architectural, ambient lighting which illuminates the exterior and the towers of the Bandshell will be left on to improve visibility of the Bandshell improve safety in the adjacent palm groove. Emergency and hazard plans are to be created within the first three months of operations and will depend on the status of capital improvements. CAPITAL IMPROVEMENTS The following is a list of proposed capital improvements to the Bandshell intended to improve the user experience. Capital improvements will be funded by the City, as per the ITN. • Installed sound delivery system,to maintain high standards and controls. • Electronic Marquee: Used to display upcoming events, as well as brand elements such as logos, official hashtags, etc. • Removable Canopy: As the Bandshell is an open-air venue, use of the facility is greatly tied to fickle weather. A removable canopy will protect users and equipment from sun and rain. Furthermore, protection from the elements allows for greater planning and production capacity. • Ambient seating,tables, high tops, and chairs.The Bandshell currently contains a surplus of benches and no other seating options. By adding tables and chairs,the space is granted greater flexibility and production capacity. • Quality projection and film screening audio required to attract film festivals, etc. • Concession Stand.A semi-permanent concession stand will improve the user experience. • Wireless Internet. To improve connectivity and increase production capacity. 3.8) OPERATING PRO FORMA BUDGET ASSUMPTIONS BY LINE ITEM • Space Rental: Based off a projected 40 events in Year One and 42 events in Year Two, using current rental rates. • Merchandise and Concessions Revenue are based off a projected total attendance of 9,200 in Year One and 10,200 in Year Two. • Staffing Revenue refers to staffing costs passed on to renters. • Part time Staffing Expense. 32 • Excess revenue from Year One reinvested into sustainability of the effort. Please note that the $45,000 City subsidy is used completely for programming and marketing costs.Also note that the cash-on-cash return analysis is not directly applicable in this case. The true return on the City's investment comes from the additional economic activity generated in the district by Bandshell programs. The economic impact of our programs cannot be determined until survey data can be collected. Based off our recent work in Hollywood and a recent study by the Miami Dade Department of Cultural Affairs,the City can expect to generate between $5 and $6 of additional economic activity per $1 invested. 33 PROJECTED ANNUAL BUDGETS YEAR ONE YEAR TWO REVENUES: Space Rental $ 7,600 $ 8,800 Merchandise Revenue $ 600 $ 800 Concessions Revenue $ 18,400 $ 16,800 Staffing Revenue $ 14,400 $ 15,300 Advertising/Signage/ $ 10,000 $ 12,500 Sponsorships City of Miami Beach Subsidy $ 45,000 $ 45,000 TOTAL REVENUES $ 96,000 $ 99,200 EXPENSES: Administration $ 40,000 $ 40,000 Part Time Event Labor $ 8,600 $ 9,200 Outside Artist Fees $ 20,000 $ 20,000 Marketing/Promotions $ 25,000 $ 25,000 Operating Fund $ 2,400 $ 5,000 TOTAL EXPENSES $ 96,000 $ 99,200 NET INCOME (LOSS) $ 0 $ 0 CASH-ON-CASH RETURN [%] 0 0 APPENDIX :"=Lj RHYTHM FOUNDATION SHOW HISTORY 1988-2014 2014 • Shleu Shleu All Stars,Perez Art Museum Miami 2011 • Dja Rara,Rara Kuyu,Big Night in Little Haiti • Kazak International,Big Night in Little Haiti • \,tro.lionibino.t_,,::-::.e'. ii I' • Maria Bethania l-:!!n `, _ Trans\:'+•:ic Festival • Tinariwen,Grand Central • ie),in .Iiihansen.\•,t \\or!d e_ ,: •_ Bell:),Bi Night in Little Haiti • Loray Mistik,Big Night in Little Haiti • Nicola Conte,Caparezza,Subsonica,Grand Central • BeauSoleil,Jon Cleary,Miami Heat Street Band at • Segal and Sissoko,Little Haiti Cultural Center Hollywood ArtsPark:New Orleans • Shleu Shleu Miami All Stars,Big Night in Little Haiti • Alan Cave,at Big Night in Little Haiti • Manu Chao,Bayfront Amphitheater • Antonio Zambujo,Aventura Arts&Cultural Center • Seun Kuti,Artime Theater • Djakout,Big Night in Little Haiti • Marcell) D2 ; \I i.• L ;s_ • Boukan Ginen,Big Night in Little Haiti 2013 • Magnum Band,Big Night in Little Haiti • Toto La Momposina,Hollywood ArtsPark:Colombia • Bethova Obas,Big Night in Little Haiti • Wanito,Big Night in Little Haiti • Ceu.\ortec, 4ntihalas,Tango Conspirac■,Span • RAM,Big Night in Little Haiti •Ilstars.Trar:,.\cl.in:i;: Fesc . • Arcade Fire,Little Haiti Cultural Center • Zenglen,Big Night in Little Haiti • T-Vice,Big Night in Little Haiti • Philip Glass. \ ',t t : �. • Jr o ,e I)re),ler ;- \\ •rl,! • Rara Kuyu,Jean P Jam,Big Night in Little Haiti • Canzoniere Grecanico Salentino,Nicola Conte, • Yann Tiersen,Grand Central Hollywood ArtsPark:Italy • .Jorge Drexler. 1 , • Les Freres de Jean,Big Night in Little Haiti • Novalima,Grand Central • Estrela Brilhante,Big Night in Little Haiti • Seu Jorge,Hollywood ArtsPark:Rio 2010 • Tabou Combo,Big Night in Little Haiti • Buika,Arsht Center . • Marisa \Ionte,Fillmore \Bali Bea,:i' • Dja),an.Fillmore \I;.imi liea;:l • Stevy Mahy,Big Night in Little Haiti • \atacha ttlas Colo:-.:. P,e t er • KES,The Resolvers,Hollywood ArtsPark • Ivete Sangalo,American Airlines Arena Experience:Colors of Caribbean • Seu Jorge.Fillmore Miami Beach • Emeline Michel,Big Night in Little Haiti • Caetano Veloso.Fillmore Miami Beach • Bajofondo,Bomba Estereo. Trtn..\:land. Fe.;-i% r • Bomba Estereo,Oryuesta de Olinda.\ieur Farka • Magnum Band,Big Night in Little Haiti Toure,Locos Por Juana.Tran Aiiantie Foci:al • Bonerama,Bad Apples Brass Band,Hollywood • 11 R,Fillmore \Iianii Beach ArtsPark:New Orleans • Nouvelle Vague,Artime Theater • Pink NI.irtini. FHf,a (_ \I.i. • Carimi,Big Night in Little Haiti 2009 • Femi Kuti,Grand Central • Bela Fleck,Edgar Meyer and Zakir Hussain, Olympia Theater(Gusman Center) 2012 • Gal Costa,Arsht Center • Mikaben,Big Night in Little Haiti • %driana Calcanhotto,Colon ti Cheater • Antonio Carmona,Hollywood ArtsPark:Spain • Buika,Gusman Center • Arnaldo Antunes,Artime Theater • Cucu Diamante,. Tinari),■en,Buda;Band, • Boukman Eksperyans,Big Night in Little Haiti -terciopeIad ..Curumin.\buena Sarinana.Ja'ier • Nouvelle Vague,Grand Central Garcia Tr ' , Fear.iI • Gilberto Gil.NeNs \\orld Center • Mariza,Arsht Center • Misty Jean,Big Night in Little Haiti • Daniela Mercury,Hollywood Beach • Subsonica,Negrita,Nlannarino,Grand Central 2008 • Les Freres de Jean,Big Night in Little Haiti Pablo Zigler New Tango Quartet,UM Gusman Hall • Rasin Lakay,Big Night in Little Haiti • Rajoion;lo ! - ,I,■ ,. N • Manno Charlemagne,Big Night in Little Haiti • Yelle,Polish American Club • David Rudder,Marcia Griffin,Hollywood ArtsPark: • Milton Nascimento and Jobim Trio,Arsht Center Colors of Caribbean • Chico Cesar,Culture Room • James Germain,Big Night in Little Haiti • Mart'nalia,Culture Room • T-Vice,Samba Zao,Big Night in Little Haiti • Gilberto Gil. Fillmore\l;anu Beach • Buika , more \I;.;:. K.!.;._: • Zakir Hussain,Artime Theater • Tabou Combo,Big Night in Little Haiti • .ntonio C. armona. I he Pinker hones.Bab),Ion • Quantic. Pedrito Martinez.Sean Kati.Tr;. - C irc•u,. Incite. I nrler,round Tr.u';\:la :i,: Fe,ri‘_r • Jovanotti,Grand Central • Asha Bhosle,Broward Center • Paco dr Lucia Fiilmore\li.tmi B.'iJ' • Jorge Villamazar,Hamilton Holanda,CIFO • Spok Frevo Orquestra,Hollywood ArtsPark: Brazil • Pink Martini,Arsht Center • Jahnesta,Big Night in Little Haiti • Jose Gonzalez,Artime Theater • Disip,Big Night in Little Haiti • Jowee Omicil,Big Night in Little Haiti t , • Miami Beach venues/ :North Beach Bandshell RH HM FOUNDATION SHOW HISTORY 1988-2014 2007 • Narita. L_ ',r ;heater • Youssou N'Dour,Gusman Center • \erba Buena, \ntibalas.D.1 Dolores.Orchestra • Nosso Trio,UM Gusman Hall Santa\lassa,Spam \II Starr. Tr i:7,\t;.mr,' • Martirio,Artime Theatre \,,rtlt Beach R unJ,heil • C hambao,>idestepper,J.rr',e Dreslcr. + • Jane Birkin.L r, r: The irs \tercinpelados.Tr t:t:\rlarr'.F..tr. • Buika,Artime Theater 2002 • Macaco,Studio A • Caetano Veloso. Theater • Gilberto Gil,Arsht Center I.,a Ra,.ts m,u,P18.Cheikha Rimitti • Anoushka Shankar,Arsht Center ! R_.0h [1.1'r!;h.: • Paco De Lucia,Arsht Center • Zakir Hussain,Gusman Theater • Thievery Corporation,Billboard Live 2006 • Los\luneyuitos de Matanzas_(ji-ea.,on Theater • Marisa Monte,Gusman Theater • Natalie\lac\Caster.North Ranch Bandshell • Betio\aides and Lin, 2rrer I.tr,' 1177 r rr.Ii;rr t • Omar Faruk Tekbilek.I inc,tin Theater tilea,.,n Theater • Bossacucanova,Studio A 2001 • Natacha Atlas,Artime Theater • Rebel Gilberto.Lincoln Theater • Os Mutantes,Artime Theater • Philip Glass and Fotia Musa Suso.Lincoln Theater • Refugee All Stars of Sierra Leone,Gusman Theater Paulo\loura.North B.tch B • \ledeski Martin and Wood.North Bea,l Hsu,,:,!; '! • Diblo Dibala.\. rth Fie.tch Ba ;he' • \ouselle 1'aLtue,Sett Jorge,Lenine,Bajofondo, \I Kindi Ensemble.Coi n' Theater lmadou and Mariam.Tr:u.,.Vant:.: F:;t .a' • Susana Baca,FIU Wertheim 2005 2000 • Chava Alberstein,NMB Performing Arts Theater (;+hint\lor_!.rnhiurn Quart t.Lincoln Th .tr:r • Jorge Drexler,Artime Theater • Cesaria Evora,Gusman Center • Youssou N'Dour,Artime Theater • Marisa Monte,Gusman Center • Mariza,Gusman Theater • Ojos de Brujo,Gusman Theater • Simon Diaz,Gusman Theater • Zakir Hussain and Masters of Percussion,NMB • Bosacucano%a,Maria Rita,Carmen Consoli. Performing Arts Theater • Thomas Mapfumo,Cafe Nostalgia • Vishwa Mohan Bhatt,Broward Center • Bajofondo,Artime Theater • Celsn Fonseca.\. ._ 1988-1999(primarily all in Miami Beach venues including • Seu Jorge,I/O Cameo Theater,Lincoln Theater,Colony Theater: • Brazilian Girls,I/O l.l.Llnu\el,;,,.f,t \ t,i ettu Lill.Ru'.;and \n,,u.hl.,t Shankar.\'irJinia Rodnsue,. Intl Illimant.Joao Gilberto. 2004 Elberto Gismonte.Luciano.Gaetano Veloso.Su>ana BuC:, • Al Kindi Ensemble/Whirling Dervishes of Damascus, \frica F,,te:Baaba\laal.Oumou San_=are.Boukman Gusman Center r,,1-,r<,.toss F.mi Kati.Nana\asc,'nce!i..Tom Ze.Fuda:, Musa • David Byrne,Gusman Center Su„t,\larisa Monte. The Sk.ttaiit t,.Gate Barbieri.New Orleans • Federico Aubele,I/O Kiezmer All tar,.Ka aa% Kldio.B.uha\teal. • Caetano Veloso,Gusman Center Li,kak,tn: .\frica F4te. \Il \kbar Kh.tn.(iai(-,),r,t and Gilberto • Bethova Obas,NMB Performing Arts Theater i:1.Eddie Palmieri and['droll Rut?.\'ma Sumac.Lucky Dube. • Bebel Gilberto,Margaret Pace Park \lh,ra Rodriuuez. %l.tm)Baur,t Bah,t\l m. Toots and the • Bembeya Jazz,Brickell Village \la'.tai;.Boukman Fk.per�.an,.OL)dum.\faro Bauza. Arturo • Joao Bosco and Gonzalo Rubalcaba,Artime Theater Banda'al. I ternteto P.Kcral \laLithir.i and\l.thot:lla • • Fermmnda Porte,harsh Kale. luan.t >as.rrh \iph.t Blend}.Ia.l.,nuth Black Marnhazo.David B roe. &Sa,alas.Sidestepper,Zero'.-Trill:\rlu _ Earl, t'; Rurnlne F!antu.,.\lercede,Su;.t.Jtmnr. Buffett and Carib.; • Omar Sosa,Artime Theater \I,l,ica!e Fiidre Palmier. T,mHou('ontn.t. \n.h \arrell.('incur: • Paco de Lucia,Gusman Center Sun Rd and the \rLe.rru.Gilberto Gil.Soon:, Ok,,;.ln,t rrnett,; • Ojos de Brujo,Artime Theater t'. 1cm.nt. I,umaalade.n F icunia\thorn\a;cimento. • Antibalas,I/O f_liU. \ Rand. I\!r �,uu \.le ti lrnina S1}ear 2003 • Susana Baca,Cafe Nostalgia • (esaria Elora.tC.um.,.,it 1 l e.tr_r • (:otan Project.Mansion • \atacha alas,Electro Bamako.DO hid.s„ halmen r\ I • Moreno Veloso+2,Cafe Nostalgia • Sidestepper.\[..u: i _ F'..ent i n_rear":Miami Beach venues! :North Beach Bandshell DEBT OF `!I 1`II v:sN: Diverse thought builds our gateway • 14•. It \ I.4,ra+ba•C01114.-arLnihxt.:Jfthr:tt ♦ l •Y artiuc levee:',he,aid \l a ar � I•i fit s'' . Miami is die witeway to Latin <t;t tuber in navtganng their rr- yA %meriia and ha.also become a same,and we assist Mon in - major business capital of the expediting:la;work•' America..But it is oniy through -•This is a vocatwn.'Ms(ior- -its global-minded residents that skKi-Wallace mid."1 ab,rsluteI' ! +welcome the diversity of hack- Iove working w Oh rho intl.,iola31 ;rounds and who support arts artists_locokingattheirpo i,•,,,, , ' TINS' and culture that the city ctmtin- helping them na+igatc des to uphold such position. r the an world. I "� � ° ()clam-hill attorney Alarlonflill "'l hat's what I do every duo said one of,he individuals who she added have been strong contributors Res is Gordon-Wallace.Diaspora Ms.(iordon-N allavesaitl and suppo rtsre.of alubai culture Vibe Cultural Arts Incubator Inc. yeti thungh tlh or_nvd;irn I: Ass Atf is l aura Quinlan.executive di- only l''years old snit has:he rector of The Rhythm lobed,,- :ante matrix as ally other :km.a Alias,'Beacn-based.non- 2Q1 •'diasporic' •srganira;trn �,i` - profit cultural organization. Diaspora Vibe (ial.ery and - **Laura brings the best oflira- CROSSING.ORDERS f)iataxira Vibe Cultural Arts In- �(- ziI and'uric:(co our shore,and cubitior is difI'ernt because .t -4 develops strong cultural and and Latin American art focus- specializes in the visual arts. trade ties with those regions.' inaonentcrsnngartistsanrtsup- -'If you compute as to a mum- Mr.Hull,aid. porting t'c,development of new stream organization we would Ms.Quinlan.a Miami Beach work by resident artists b■of bee baby.°she said.'Hut s e are native.has served as:xccuuve `cnrg exhibitions opportunities, a new community" director at The Rhythm Founds, artist talks.workshops and other •'l bvcthat Alarm is resirrt phi- ; lionsince;I u:g nningsin 198fi. .hill-hai!di nig care values for cal lv close to the Caribtean.-she line Rhythm Fottndatitm has been entering Artists added. -It's an emotional con- presenter Laura Quinine brings the best at arazil and AMCJtOO4,r I the leading,Irescmer of-world •'V..empower Caribbean art- ncction is nee to use here snares and novel ens strong cultural anti tradehes with those regions.' music'in Florida.with over 5411) concert..and t'o,tivals by a vari- ety of sntern.diunal artist from places such as Brazil. Latin .America.the Caribbcan.Africa. Asia and Europe performing :hroauithour South Florida. "One of the strengths of The Rhythm Foundation is that we truly live here."Ms.Quinlan said. it is Very gratifying.as we cel- ebrate milestones like our=th anniversary. to recognize the smuil but meaningful part that our work has played to the devel- oontrnt of Aliarni as a true capital of:he.Americas... "Music is an universal ian- guagc.and sharing cuhural cope- rences helps as better relate to each other.-'she said Our audi- ence.which continues to grow even-year.is Miami's global- minded residents and Vrtcitors... who think internationally and who care what is happening right now in other world cures.' In addition.Mr.Dill also at- tributes the cultural growth in REDACTED ADVERTISEMENT `<tiami W indiy idtu►h such,c,Ruste Gordon-%altace, founder and director of Diaspora Vibe Cul- tural Arts Incubator Inc..a local arts organization offering sup- port and c'thibitiun opportunities to emerging artists from Latin tmerica and('anbbcan. 'Our mission is to promote. nurture and help(artists(Lulu- t rale theft vision:'Ms.Gordon. Wallace said. f Ms.Gordon-Wallace born in Jamaica.a licenses nhtlic'al ml- crobiolutzict:end former senior consultant or Searle Pharma- I ceaticals •is the founder.earn- tor areal director of fiaspora Vibe Gallery and Diaspora b ibe Cul- lurid Are Incubator. VI.(Jordon-Wallace nits initi- ated and produced nansnatiorad ( creative ptogrnns th;U"0.KIef-:n: concepts of'Diaspora.''includ- ing the International Cultural Fr- change program.the C'ar:bheat rossn.odds Scales the•\mist In- Residence program and an oni u,- mgca nt'niporun exhibttamstxo-- i grant. us well as multiple tom- mmttiry-bass-d outreach protects. Diaspora Ville Ciall.ry and Diaspora Vibe Cultural Arts In- cubator spec'al i,es in Caribbean PROCLAMATION a JHEREAS The Rhythm Foundation was founded in Miami Beor:l1 In with a mission of presenting outstanding world music to a diverse South Florida audience originally working out of the Cameo Theater and an integral part of the 1-:ulturaI rebirth +;F Miami Beach. By 1 991, the Foundation was an independent non profit cultural organization, presenting an average of 15 concerts each year at venues throughout the city. the lack le Gleason Theater. Lincoln Road, Colony Theater iir,il c,rF_rr ,:lubs. As •hell, educational and •autreat_h trr•,trrnn_ s.-i scheduled at the W,Ii sonian unit the Bass Museinn., tR FA I /'.'f ra tit'•- ,I:..;tryr.l ,r r. •r,+ . •.1•,lr,rIr,r.n•r.; : -rut: r .. •i+I.I 1.1!6 1.,. •• i• ,1• it• :it • .•r• _ !• t1till i' it!.•t• :iw!■.1 . .�.. .If.. •, ,. • .,r: ,t... .11. •,I 11,1 Ii. ,•. 1 •.•1 .:•r., • r.e- t•.7•. 1. • • . 1 •. . . i. r, ,.. t• ., . ;I.t •I't I . .• WIIF RI- A [I1.,iiytlnn f.,iiiI itl• 11,,,I.1. ,Mir In,.If,, f�nue, rnr nidnin l t1. arn,t11 ! 1 tl n It a if I.• I'.'Ift.rtnnag Arts. r.:�r.ismon Thto<,trr • •1114 1•,I11.1+n,11,IuI ■In,I(I I•r11M r. The,foundation is supported I:11Ii i 11 l' by tl,k.4 'Mk", ,11th.t 1911 it has several long-standing Np,,late: pilli on;, +a yrruil from the City of Miami Beach 'ilium'Arts t::,,unc,ll: the County Department of Cultural Affairs rind the Mate. Additionally, the Foundation has a dedicated base of supporting members. `/1, t � r' H_ .I~A. In January 2006, the Rhythm Foundation re-organized its 13r_arrl of Directors, to reflect the growing stature of the ,•r.traniz<iii.,rl and to prepare for the most ambitious program r1, ,It it, th«a 20th anniversary season which commences in(ica a wn NOW THEREFORE, DO I, David Dermer, as Mayor of the City of Miami Beach, hereby proclaim March 14,2007 as A RHYTHM FO A rif. ION DAY in the City of Miami Beach. MAYO / . . DAVI) D ER f \!' COMMISSIONER io#4.7 t q't, JERRY UBBIN MIAMI BEACH BAL HARBOUR BAY HARBOR ISLANDS SURFSIDE'NORTH BAY VILLAGE FISHER ISLAND MIAMI BEACH I BAL HARBOUR I BAY HARBOR ISLANDS I SURFSIDE I NORTH BAY VILLAGE i FISHER ISLAND NEIGHBORS EIGHBOR „„,.,•,.,„ ,..„.„.,..„• F run,,, Ps7:4 -41%A-.Is..honvirerati rah 4..141.1, ni.tHinini Hernia SUNDAY.lsOltis r.:00S:EC P 11.4...roomy ,ryy.,,,-2.4..s.,,„„..•„,,,,,,,, ,,,, Eh!4iia, wiparwmtilig-1•1111 Yoe AviNkileiggellpel . . . .. •-I .... ir: . ,• . .. .. .. . ... ../ . _ . • • .. . , .. • ,. . . -.• 7--- , \ • . ...---- , .....,-../11 , I,•- , , li ■ 11 V ,- • ' -.9.- 4 ... - songowtho .r. 1 ' Aditrit■ . A •' $1, tth_ .. Jaws ..t,4;•• -mo_. .. Jackson at- et .. porton.a —.... N ki: ve. fr.concert Air . • last weeklong ... . • at NW PakNimire II( . Th.show ., Worst ors _.....-_. 'inglU... • . • 4316.._ .. - .. ."-..... 111111.1111 / i '7. , 'dosott.tmc "tglillp./... '....-Sis, ... '•,...,,..... 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Here is a small selection of some of the programming successes at the Bandshell produced either by the Rhythm Foundation or our partner organizations. _ 0 ... 0 t I ej • •1 II 0 .; ie■ 11/ a) • c , ,.., . 1 : a) , .4—. ..., (...) .s 4 .. •'.1; 0 •t •1•••• ■5 ..) 111 C ts .• .4 . •:1'. 1 ., ...I = ... •V Y a.1 It.. ... .›. X a) ..-..., .., : ,.. ,...: CI3 11 ti 0 a. 4 (15 4 4 .7 X *3 -■ ..) 0 ,...,. ., . › - , cc; . .1 0 1.■ • 2 % $ 4 ht■ E.t .• ., O - 4 7 4 3 1...: •4 4 j (0 %■ .4 44 c.- ..., C x ; r Al : 4 0 . a) :-...• ..., ..3 E ... 1 ... !..1 .1 4 9 0 a". .1.. 0 •••• ../ •I 4 6., 4 .1 tl• t. •4••• V tj ›. 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E -ci ■,-R %g '4 , 14 .14 •-• .4 cj * a) c iRi .ii . e: V—I t 4 4 ..4 ...t CP 4 t: • • -• ■Is -t •. 1-1 i AJ .:3 1• 13 i 4 J f e J • .I .4 CD.7 -- Cr) (9 ii 4 1 ,. .4 -4 ,- J.: cl o •, ..,i .• •■ t; .. i is 3, C --, AD E 4 &! ! ii ....,71 .3 ...„ L- 3 13 2..431V7 X J • 1 1 ... rli t 7: r:*' AC ••• li NI O CI' •• a— .. -1 A Z ...I .4 = 4_,C0 V al g ., • ........ . 2..idjit .1 ti a) . = w , 1 Cultural Affairs 111 NW 1st Street•Suite 625 M IAM WADE Miami, 305-375-3068 5-375-3068 T 305-375-4634 F 305-375-3068 COUNTY miamidadearts.org miamidade.gov Mayor Carlos A.Gimenez May 23, 2014 City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 To Whom It May Concern: Please accept this letter as an expression of the Miami-Dade County Department of Cultural Affairs' enthusiastic support of The Rhythm Foundation as they seek approval to manage the City of Miami Beach's North Shore Park Bandshell. Our Department is a strong supporter of the organization's work and is proud to provide annual grant support in recognition of its outstanding programs and important role in our cultural community. Founded in 1988, The Rhythm Foundation is a South Florida-based not-for-profit organization, and a leading presenter of world music in the United States. With a mission of increasing international awareness through live music and related educational and media programs, the organization focuses on cultures directly connected to South Florida audiences - Latin America, the Caribbean, Europe, Africa, and Asia. Under the inspired leadership of Executive Director, Laura Quinlan, The Rhythm Foundation continues to enjoy wonderful success in Miami-Dade County as it enriches audiences as diverse as the world music presented. TransAtlantic Festival, one of the organization's signature programs, explores modern world music from the Atlantic rim, and features established and emerging artists colliding traditional rhythms and electronic dance music culture. Presented annually in the spring, the festival draws thousands of visitors and residents to the City of Miami Beach's North Shore Park Bandshell and pays tribute to the City of Miami Beach as a true modern transatlantic capital. In addition, The Rhythm Foundation's season includes the production of Big Night in Little Haiti. In its third year, this free event presented the third Friday of every month at the Little Haiti Cultural Arts Center, features an evening of established Haitian musical groups, art, food and culture in the heart of Little Haiti. Named Best Festival by the Miami New Times Best of Miami, the festival serves as a neighborhood-revitalizing open house where visitors and residents visit area art studios, restaurants, venues and shops. Approaching its 27th year, The Rhythm Foundation has evolved into a leading professional company with a growing international reputation for its exceptional organizational prowess and rich programming. We value The Rhythm Foundation's contributions to Miami-Dade County's cultural community and are confident of its administrative capability to manage the North Shore Park Bandshell. I encourage you to give The Rhythm Foundation's request your serious and favorable consideration. Sincerely, Michael pr Senior Advisor, Office of the Mayor Director, Department of Cultural Affairs A/lAM. r'-e C.ffictai e tv t..o;,Var<ltir q Or(ar,iz tic:i for Great Mir 3r• r,r-(+r>."v June 6.2014 To Whom It May Concern: I support the Rhythm Foundation's bid to manage the North Beach Bandshell.This is an iconic venue,whose successful operation will be the key to the positive plans for North Beach. The Rhythm Foundation has proven itself through a long history of outstanding cultural events to be the best partner for this kind of venue. The Rhythm Foundation has successfully managed historic venues(Cameo Theater 1980s and early 1990s),worked with municipalities to develop string economic growth through arts and culture,and continues to bring quality cultural entertainment to our city. They also have a history of creating the necessary collaborations for a project of this nature. I look forward to attending great events at the North Beach Bandshell,and appreciate the focus that the City of Miami Beach is giving to this charming district. Sincerely, /, r �l i George T.Neary Associate Vice President.Cultural Tourism 101 B( ..`1..i uSA 305.539.3C00 kita•'.tanuBeac e8 v`Jri u..`e.lr'•-.N�"N;{. •.:. r ._ 72.,0., • • — - - ________. ___________ �i NORTH BEACH DEVELOPMEN F CORPORATION June 4, 2014 To Whom It May Concern. This letter is to confirm that the North Beach Development Corporation (NBDC) supports the Rhythm Foundation in its bid to manage the North Shore Bandshell. We have supported the Rhythm Foundation's events at this venue over the years and know them to be a highly professional organization. Activating the Bandshell on a more consistent basis will be essential to the further development and revitalization of the neighborhood. We feel that the Rhythm Foundation is best suited for this role. North Beach Development Corporation has been in existence since the 1?980's and is here to support and partner with the city on all revitalization programs in the future. Thank you for your consideration of the Rhythm Foundation whom has been active in bringing events to ndbe . Regards, , Carol Housen—President Tel 305 865 4147 North Beach Development Corporation Pa Box 414232 Miami Beach, FL 33141 • • PO Box 41-4232, MIAMI BEACH, FL 33141 PHON_: 305-865-4147 F,Ax: 305-865-4175 WWW.GONORTHa_AcH.c0M Alan Lieberman South Beach Group Hotels c/o 1680 Meridian Ave#102 Miami Beach,FL 33139 305-535-1903 June 5, 2014 City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 Re: North Beach Bandshell—Support for The Rhythm Foundation Dear City of Miami Beach: This letter is in support of the Rhythm Foundation's application to manage the North Beach Bandshell. I am familiar with the Rhythm Foundation's long history of outstanding cultural programs in Miami Beach and have been a supporter of the Foundation for many years. I have enjoyed their productions at the North Beach Bandshell and other Miami Beach venues including the Fillmore, New World Center and the Miami Beach Botanical Garden. I look forward to seeing a qualified cultural organization running the Bandshell. I believe The Rhythm Foundation will be the best operator to ensure consistent cultural programs at the North Beach Bandshell and I know they will also work closely with area businesses and residents on programs to ensure success. Recently, I have been focusing my business efforts heavily in North Beach and appreciate the interest the City is giving to developing the Bandshell and surrounding district. I know the Rhythm Foundation will bring to the venue a mix of music,dance,theater, sports and fitness events that will be a positive move forward for North Beach. Sincerely, L. I Alan Lieb4man South Beach Group Hotels M D ri la 1 I ART. June 9, 2014 To Whom It May Concern: I am writing in support of The Rhythm Foundation's proposal to manage the North Beach Band Shell. The Rhythm Foundation has been programming at this space for over a decade with an ongoing commitment to the neighborhood and its improvement. I cannot think of a better organization to take on its full time management. For over 25 years. The Rhythm Foundation has been producing some of this city's most memorable events with outstanding artists from around the world. They understand what it takes to produce a successful cultural event and to revitalize a neighborhood through engaging and vibrant cultural programming. With a deep knowledge of the facility and its surrounding neighborhood, The Rhythm Foundation is poised take the North Beach Band Shell forward and it will undoubtedly blossom under their leadership. Best regards, rt Kathryn Garcia Executive Director, MDC Live Arts Miami Dade College MDC Live Arts-Miami Dade College Freedom Tower Sixth Floor-600 Biscayne Blvd.,Miami,FL 33132 Miami-Dade Count Public Schools giving our students the world Superintendent of Schools Miami-Dade County School Board Alberto M. Carvalho Perla Tabares Hantman. Chair Dr. Martin Karp. Vice Chair Dr.Dorothy Bendross-Mindingall Susie V.Castillo Carlos L.Curbelo Dr.Lawrence S.Feldman Dr. Wilbert"Tee"Holloway Dr.Marta Perez Raquel A.Regalado June 6, 2014 To whom it may concern I am pleased to write a letter of support for The Rhythm Foundation as part of their RFQ application to manage the North Beach Bandshell. As Lead Teacher of Arts at Miami Beach Senior High School and as a former member of the Miami Beach Cultural Arts Council, I am extremely familiar with the organization's outstanding work as a prominent cultural presenter. I have also attended many concerts and festivals they have presented, at the Bandshell, the Fillmore and other top venues. The Rhythm Foundation is a first choice organization to operate the North Beach Bandshell. I first met Laura and James Quinlan (founders) on my arrival here from Europe over twenty years ago when I was immediately taken by their goals to bring the best of world music to our city. Since that time, they have brought world-class artists here from all corners of the globe and their presenting season is now yearlong. The Rhythm Foundation has also played an important role in the revitalization of Little Haiti through their initiation of the monthly Big Night at Little Haiti. I believe the Rhythm Foundation will also provide cultural cement for the North Beach neighborhood. Our student population here at Beach High hails from over thirty- five nationalities, representing the diverse population of Miami Beach. There is no better organization for the Band Shell management than The Rhythm Foundation with their expertise in securing and presenting high quality world acts appealing to the diverse population of the neighborhood and the greater Miami region at large. Their unique qualities will ensure a successful future for this venue and a schedule of outstanding cultural events. Yours sincerely Nina Duval, Lead Teacher of Creative Arts 71.\(\ Miami Beach Senior High School ' ,I ) Miami Beach Senior High School•2231 Prairie Avenue-Miami Beach, FL 33139•John Donohue, Principal 305-532-4515•305-531-9209(FAX)•JDonohue.dadeschools.net INSPIRING, EDUCATING AND ENTERTAINING DANCE, THROUGH THE ART FORM OF DANCE! 'NOW! -MIAMI ARTISTIC DIRECTORS DIEGO SALTERINI&HANNAH BAUMGARTEN To: The City of Miami Beach Department of Procurement Management 1700 Convention Center Drive Miami Beach,Fl.33139 June 4,2014 To Whom It May Concern: As artistic Director of Dance NOW!Miami,a Beach-based non-profit founded in 2000,I am writing this letter in support of the Rhythm Foundation for their bid to manage the North Beach Band Shell.Dance NOW!has been per- forming and presenting at the North Beach Band Shell for over a decade.From the free events of"Second Thurs- day's",through"Arts in the Park"and in numerous self-produced/City sponsored.events,the organization has been a consistent and long-time user.We applauded Daniel Vetia's efforts to spearhead the amazing renovation of the entire facility which brought the venue up to date and repaired the run-down facility;we were actually the very last group to perform at the Band Shell before the renovation and the first to perform after its reopening.This his- torical gem and intimate venue continues to be a central part of our annual programming and is extremely im- portant to our audiences who look forward to our performances there annually. Additionally,as a resident of North Beach since 1997,I personally have enjoyed countless activities at the facility from roller-skating to free movies,operas,plays and concerts—many of which were presented by the Rhythm Foundation. The Rhythm Foundation has,in fact,also been a steady and long time user of the facility,presenting international artists and weekends of live music for years.The Foundation has always been at the Vanguard of identifying,defin- ing and presenting"World Music".They have their finger on the pulse of the Global Music scene,which both de- fines and is defined by the cultural multinational integrated culture of Miami and Miami Beach.Their work is rec- ognized internationally and they bring both the most established and the brightest emerging artists to our back- yards. I have also seen their ability to manage and maintain high quality events in other facilities throughout Miami Beach,including the Jackie Gleason/Fillmore,The Colony Theater,etc.,but also beyond our City at similar venues such as the Hollywood Arts Park,and especially at the Little Haiti Cultural Complex for"Big Night ion Little Haiti", where Dance NOW!is in residence,and where The Rhythm Foundation has been presenting monthly concerts for over three years. Because of their consistent and outstanding programming,their solid organizational structure and solvency,and their true understanding of the nature of the facility and the community it serves,it is both my pleasure and my obligation to support their bid to manage the North Beach Band Shell.I do hope you consider their bid favorably and I would be happy to answer any further questions. Sincerely, Hannah Baumgarten,Artistic Director • Dance Now!Miami PO Box 416525•Miami Beach, FL 33141•T 305.975.8489•F 305.762.7684 Info dancenowmiami.org•www.dancenowmiami.orq MIAMI F E S T I V A L iv . , , •tam.a l•s.o fMalts Ls%nib To Whom it May Concern: My name is Philippe Pautesta Herder of the Miami Nice Jazz Festival, the south Florida chapter of the Nice Jazz festival in south of France. We are producing our third edition this fall and have been working with the Rhythm Foundation team since 2012. We are pleased to see that the Rhythm Foundation is submitting a bid to manage the North Beach Bandshell. We fully support their bid and would be open to and interested in collaborating on projects at the Bandshell in the future. Regards, Philippe Pautesta-Herder Founder and CEO HEA[ es—\k'I .RS OF ['HP EN II RTRI S Li 175 \',l 7TH l STREET ' E 1.)00 33 I . c !i<. F[ I D OFFICE - 1 8 ;,i)-34;, WWW.PH PENTERPRISESUSA.COM rchestramiami Elaine Rinaldi,Founder and Artistic Director PO Box 7598—Miami,FL 33255-7598 info @orchestramiami.orq—(305)274-2103 www.OrchestraMiami.org June 5,2014 To Whom it May Concern: This is a letter of support for the The Rhythm Foundation's application to manage the North Beach Bandshell.I have known Laura Quinlan for over 25 years,and I know that the Rhythm Foundation is an extremely well-established,well-regarded cultural presenter in South Florida. Orchestra Miami has been performing annual free outdoor concerts at the North Beach Bandshell since 2012.We find it to be the ideal venue for our concerts.In addition to being a comfortable facility,the location allows us to reach a neighborhood which is thirsty for quality classical music.We plan to return each year. Thank you for your consideration.If you have any questions,please don't hesitate to contact me at(786)797-2547. Sincerely, • 4f.j. Elaine Rinaldi,Artistic Director Orchestra Miami Orchestra Miami,Inc.is a 501(c)(3)public charity as defined in internal revenue code section 509(a)(1).Your contribution is 100%tax deductible.Orchestra Miami,Inc.is registered to solicit contributions with the State of Florida,Registration No.CH23955. A copy of the official registration and financial information may be obtained from the Division of Consumer Services by calling toll-free(800)435-7352 within the state,or(850)488-2221 from outside Florida.Registration does not imply endorsement,approval or recommendation by the state. This very popular Summer series held at New York City's Lincoln Center has inspired our prospective programming for the Bandshell. i;IlcNctu Bork Limcs 5.21;.1 That Ballroom Under the Stars By BRIAN SEIBERT It was supposed to be a summer fling. In 1989 Lincoln Center celebrated its 3oth birthday by staging a big-band dance party on the plaza for 20 nights. (There wasn't enough money for 30 nights.) But New Yorkers fell in love with the music,the dancing,the outdoor vibe.The relationship endured, and • • now in Damrosch Park,is celebrating its 25th anniversary. For three weeks there's at least one band per night for dancing alfresco—swing,salsa,tango and the less well-known styles,like soca. Before the music starts an expert teacher gives a lesson in the dance theme for the night. "From year to year,it was like watching a meadow,"Rebecca Weller,who produced the event through 2002,said. Different dances and different subcultures would flower and dominate. In the early`9os the tango was hot;in 1996,the macarena.Then swing swung back. Ms.Weller remembers compas bands from Haiti with special fondness."Taxi cabs in the vicinity would multiply,"she said.One night a compas band with Sweet Micky(Michel Martelly,the current president of Haiti)led a rara parade around Lincoln Center."I was the bane of security guards,"Ms.Weller said. The crowd reflects the city in age,ethnicity,size,skill level,personality and fashion sense.There are singles and couples,paired-up strangers and circles of friends. Different bands attract different crowds,so each night has its own character and energy,but there's always a miscellany,a cross- section of New York mingling to music. Still,the festival has its dancers with the season passes who go every night,the veteran musicians and teachers who have watched the event change,the people whose lives have been changed by it. Here,a few of the regulars. A Regular Who Follows in Her Parents'Footsteps The movie star name doesn't hurt,but Lana Turner,63,turns the heads of people who don't know http'//www.nytimes.com/2013/07/06/arts/dance/midsummer-night-sw...%26t%3Dgry290%23%2Fmidsummer+night+swing&r=0&pagewanted=print Page 1 of 5 her with her sartorial elegance and her radiant joy in dancing.A v •Harlem native who sells real estate and runs an archiving business, ' she's been coming to Midsummer Night Swing for the last decade or so, • - ever since her son left home,and she had more time for herself. ktb- The festival reminds Ms.Turner of her mother and father,a chambermaid and a chauffeur who regularly went out dancing and dressed up to do so.Her father would take her through the dance steps, allowing her to stand on his shoes. It harkens back to a time,"she said, "when people were able to extend themselves in a personable way. Their jobs did not define them.Their social graces did." Fred R.Conrad/The New York Times Ms.Turner organizes her summer around the festival,careful that if Lana Turner and Spiritus she takes her grandson on a trip,she's back in time for opening night. Carlton. She said going She picks out her her first outfit early. consistently has allowed her to try rew things. "I'm not a big salsa girl,"she said."It's too crowded.But I'm there most of the time.Going every night allows you to try things you may not have a predisposition for." That's how she learned the Texas Two Step. Midsummer Veteran, Back With His Band With his big band,the Nighthawks,Vince Giordano played the first • year of Midsummer Night Swing,then the loth anniversary,and is I back this season."It's a wonderful piece of New York,"he said."We play other gigs,and sometimes people dance,sometimes they don't. When we play this event,people are there to dance.It's like it used to be." Mr.Giordano, 61,brings back music of the 192os through the 194os, and in recent years he has noticed a surge of younger people on the 441 dance floor,a trend he ascribes to p eriod movies and TV shows like #.7 y"Boardwalk Empire,"for which his band provided much of the music. "I wish I had that audience when I got started,"he said."There's an energy that goes back and forth between the dancers and the band." • Fred R.Conrad/The New York His favorite memory of the festival comes from a loth-anniversary Times performance.At his day job in the music industry back then,he found Giordano of the http://www.nytimes.com/2013/07/06/arts/dance/midsummer-night-sw...%26t%30gry290%23%2Fmidsummer+night+swing&j=0&pagewanted=print Page 2 of 5 2,000 Frisbees about to be thrown out. He labeled them with the name N,g tha,v.<3 wnich ;Di aye a of his band,and at the end of the show he sent them flying into the :n e i 1 s; a r r S,v.r,n g audience."It was great to see the little old ladies trampling people to get the Frisbees,"he said. Devoted to the Romance of the Dance Margaret Batiuchok taught swing dance in the festival's first two years,with no less than the swing dance legend Frankie Manning. Since then she has gone every year.And this year she will teach the final lesson,the Lindy Hop and Shim Sham,with Mr.Manning's 8o-year-old son,Chazz Young. She's seen the festival get a lot bigger,especially since 2009,when it moved around the corner to Damrosch Park."Before,people would see it from the opera house,in passing,but now it's a real destination,"said Ms. Batiuchok,who declined to give her age. The festival encourages beginners,she said,"because they see people like them doing it and how fun it is." Midsummer Night Swing,she added,is more than just the two-step. "Dancing is romantic anyway,"she said,"and under the stars it's magical."She knows several students who met there and later married. She taught them their wedding dances. Finding a Partner, in Dance and in Life - r Jackie-Lynn Wax, 62,a gemologist who took dance lessons in her free So, time,started faithfully attending Midsummer Night Swing in the late `9os. But things changed for her in 2009.That January she had been laid off, and interviews for jobs had disappointed her.Dancing was a release.One rainy night at Lincoln Center,she was waiting to dance, worrying about her curly hair and the humidity,when a gentleman,the - tr. jazz journalist Daniel Kassell,introduced himself and asked her to V , dance. • Fred R.Conrad/The New York Times "We danced the rest of the night together,"she remembered. Jackie-Lynn LiVax and "Afterward we went to P.J.Clarke's and ate asparagus.Then we rode Daniel Kass211. whc met on his bike home.Four years later,I'm still seeing him. I like to say that he tr'e dance floor in 2009. took my hand and hasn't let go." ittp://www.nytimes.com/2013/07/06/arts/dance/midsummer-night-sw...%26t%3Dgry290%23%2Fmidsummer+night+swing&_r=0&pagewanted=print Page 3 of 5 Re-Engaging,With Vigor y ' _-aiw For about 10 years,Sid Chakli, 83,and his wife,Maria de Baroncelli, -r danced at Midsummer Night Swing nearly every night."If it was a + ■ dance we could do,we went,"he said."Not the Irish jig,but almost �• . everything else."She had been a ballerina and taught ballet at Florida • '�`/' State University,but ballroom dancing was his passion. 1 "I'm a very talented ballroom dancer,"he said,"but she did it for me." Two years ago Ms.Baroncelli died at the age of 86. "The nights were so lonely,"Mr.Chakli recalled. But a fellow dancer cornered him and told him:"Do you know the secret?Get busy." Sasha Maslov for The New York That's what Mr.Chakli did,signing up for every dance class he could Times find.Most nights at Midsummer Night Swing,he is one of the first Sid C^a:(ii. who for years dancers on the floor."The only problem is that it's too hot,"he said."It danced with his wife. should be in May." continues the tradition. Live music is a draw."The other places I go,I have to pay a guy playing records,"he said."This is real.It's magical.All kinds of people say hello to you.You dance with different people.You're not alone." Midsummer Night Swing runs through July 13 at Damrosch Park,Lincoln Center;(212)721-6500, midsummernightswing.org This article has been revised to reflect the following correction: Correction:July 9,2013 A picture caption on Saturday with an article about the annual Midsummer Night Swing festival,at Lincoln Center,misspelled the surname of a dance instructor who has given lessons at the event.As the article correctly noted,she is Margaret Batiuchok,not Batiuchuk. ittp://www.nytimes.com/2013/07/06/arts/dance/midsummer-night-sw...%26t%3Dgry290%23%2Fmidsummer+night+swing&r=0&pagewanted=print Page 4 of 5 MIAMIBEACH City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachfl.gov PROCUREMENT MANAGEMENT DEPARTMENT Tel: 305-673-7490 Fax: 786-394-4075 ADDENDUM NO. 3 INVITATION TO NEGOTIATE NO. 2014-215-LR FOR BAND SHELL MANAGEMENT SERVICES (the ITN) June 5, 2014 This Addendum to the above-referenced ITN is issued in response to questions from prospective proposers, or other clarifications and revisions issued by the City. The ITN is amended in the following particulars only. I. RESPONSES TO QUESTIONS RECEIVED: Q1. Who will perform landscaping? Al. The City will continue to maintain the landscaped areas outside the perimeter of the band shell. Q2. Who will pay for janitorial of restrooms? A2. The City will pay for janitorial services for all scheduled events/public use. Contractor will be required to notify the Parks and Recreation Department two (2) weeks in advance of any events. Janitorial services for contractor's staff use of the bathroom facility in between events will be the responsibility of the contractor. Q3. Will the contractor continue the city's movies? A3. Yes, movies may be handled similar to a no fee rental. The city will provide recreation staff or pay for staff per the hourly staff fees provided in contract; or the Parks and Recreation Department may choose to pay contractor to hold Movie Night on behalf of the City. Q4. Who will pay for utilities? A4. The City will pay utilities during the contract time where a subsidy is being provided to the contractor. Q5. Who is responsible for Graffiti and minor repairs? A5. The contractor is responsible for all graffiti removal (within 24 hours) and minor repairs to the band shell including perimeter walls and gates. Q6. It is the City's intent to turn over the facility 100% to an entity, Parks & Recreation would not be involved in staffing or managing the facility, all expenses for staffing the facility would be the responsibility of the firm contracted to run the facility? A6. Correct, the management company would be responsible for day to day maintenance and operation, and the City will be responsible for major capital improvements such as roofing repairs or replacement, plumbing, electrical. The City would inspect the facility annually to ensure it budgets for these types of repairs. ITN 2014-215-LR Band Shell Management Services Addendum No.3 Q7. Is the City preparing over time to invest additional assets or equipment into the facility or is the City expecting the management company to provide that infrastructure? A7. At the present time, the City is not contemplating or budgeted to invest any additional funds for equipment. The City will be issuing a solicitation for a temporary tent to help deal with inclement weather. Q8. Will the marquee be part of those improvements? A8. There are several improvements to the area of the park and the marquee to promote events is part of the planned improvements. There are no additional improvements to lighting or sound being contemplated at this time. The City will provide up to $45,000 annually toward the operation of the facility, day-to- day maintenance, as well as, and fund all capital improvements. Q9. Does the Park staff usually go there only when there are events, cleaning, maintenance so forth, what is the cost as it relates to that and will that be deducted from the $45,000? Prospective Proposers need to know these costs in order to know what will remain of the $45,000 for programming for the 35 annual events. A9. Currently, the City only provides staffing at the Band Shell when there is an event for load in, set up and tear down. Once the management firm takes over it would he responsible for these tasks and for the complete operation of the facility. Q10. Proposers can then base the cost on the hourly rate of staff? A10. Cost to provide staffing during an event is passed on to the entity renting the building therefore the City does not absorb the cost. Prospective Proposers must consider all staffing expenses and any other cost to run the facility. Proposers could apply for grants as part of the City's Cultural Arts Program. Q11. Are there noise level restrictions? A11. The City does have a noise ordinance that must be adhered to, and there is a process to get an exemption. Presently, the City tries not to book any events past 10 p.m. At this time, part of the process for an exemption entails the renter asking the neighboring residents for the exemption to the noise ordinance, and the residents can in turn tell the City that they object to the City granting the noise exemption. Please go to the following link for further information on the City's Noise Ordinance: http://web.m iam ibeachfl.gov/code/scroll.aspx?id=36420 The City had an item at the May 21st, 2014 Commission Meeting and thereafter at the Neighborhoods Committee to address this issue and come up with a policy to deal with the noise ordinance. Q12. Has there been any thought about scheduling in the new Unidad facility which is part of the Band Shell Park, and should there be communications between the respondent and the Unidad officials? Al2. The City's agreement with Unidad requires that they communicate with the City to ensure that there are no conflicts with programming. There certainly is an expectation that a relationship develops between the two entities and that both entities work together. There might be programming that each entity has that would makes sense to use the others facilities. 2 Pa c ITN 2014-215-LR Band Shell Management Services Addendum No.3 Q13. What exactly is the relationship between the City and Unidad? A13. The City has a management agreement, they provide services to seniors on the first floor, and the second floor is a multi-purpose space which Unidad plans to rent out for events. Q14. What is the expected completion of the Unidad building? A14. The expected completion of the Unidad building is the fall. Q15. It was mentioned that the City already has programs in place that of course need to be honored. The ITN states that the successful proposer must program a minimum of thirty-five (35) events. Are the 35 events inclusive of those programs already scheduled or in addition to the already scheduled events? A15. The thirty-five (35) total events would be inclusive of those programs already scheduled. Q16. Parks & Recreation also has yearly programs at the Band Shell, if the City wants to use the facility, how will that work? A16. All of the City's agreements basically stipulate that the City can use it rent free. Typically it is subject to date availability. The City tries to schedule events far in advance, but if for example the Contractor has a paying client that already booked it and that predates the City, our agreement allows for you to continue with that booking. The City will coordinate with the Contractor to ensure that it can program its events as well. Q18. The City will then provide staffing for the day of its programmed event? A18. To use the Fillmore and Colony as examples, the City uses the venue rent free but it provides and pays for staffing. Perhaps in this case, in order to provide flexibility, the City may pay the contractor to provide staffing or opt to bring in its staff. All of this is subject to negotiations with the selected contractor. Q19. Does the City charge for the movies in the Band Shell? A19. No. the City does not charge for the movies, it is a free event. Q20. How many of the proposed events for 2014/2015 generate income? • A20. The City's Parks and Recreation events will not generate revenue. The remaining proposed events do not have completed contracts, therefore, the City cannot provide information as it pertains to revenue for those events at this time. Q21. Please provide dimensions for the open area. A21. See Attachment"A". Q22. Will the City continue to pay maintenance/utility costs? If not, what is the average water, electrical, and garbage fees? A22. Yes, the City will continue to pay day-to-day maintenance/utility costs as part of its $45,000 annual subsidy towards the operation of the facility, as well as, and fund all capital improvements. Q23. What about staffing and clean-up? Who pays for those expenses? A23. The management firm will he responsible for the operations of the facility and therefore for staffing and clean-up. Q24. Does the City receive income from the food trucks? If so, will the income be directed to the management company or continue to go to the City? A24. Yes, the City receives a small amount of revenue from the food trucks, but that costs goes toward providing services. The City will continue to coordinate this event and associated services. The Band Shell management firm will be responsible for the entertainment. 3IP (tge ITN 2014-215-LR Band Shell Management Services Addendum No.3 Q25. Will the equipment that is in the Production Office remain? Is there a cost involved for management firm to use the equipment? What about the sound equipment that belongs to the City, is it available for programs at the Band Shell? What is the cost? A25. The below listed equipment will be available and remain for use in the Band Shell as follows: Item Brand Model Serial# Theater Control Element 4330A1020 434401078 Computer Screen#1 Kristel -LP LED19-023-P 20100603180 Computer Screen#2 Kristel -LP I LED19-023-P 20100700858 Computer Mouse Kensington SA1034A001657 All other equipment will be removed and remain property of the Parks and Recreation Department to be used for miscellaneous events at various parks. Q26. Is there WiFi available in the facility? A26. No, there is no WiFi at the facility. Q27. There was a mention at the pre-proposal conference of an awning. Will it be installed by the City? A27. Yes, it will be installed by the City, but we do not have a timeline as of yet. Q28. The Band Shell is an open air amphitheater, what are the restrictions on programming noise level or hours of operations that respondent should be aware of? A28. Please see response to Question 11: Q29. Could the management company possible provide assistance to the City in so far as the noise level? A29. Please see response to Question 11. Q30. Can the City share with prospective bidders the security requirements for example, is there a specific rule or policy that a police officer must be on site? A30. All the City's events are reviewed by the Police Department and they decide the security requirements. Typically, if alcohol is being sold, and based on attendance, the Police Department will determine how many officers are needed, if alcohol is not sold typically this does not require a police officer. Q31. On the question of concession,will the management firm that is selected have the ability to provide concessions? A31. Yes, selected management firm will have the ability to do provide concession services. Firm will have to acquire the appropriate licenses and certifications depending on what it wants to sell. The only other requirement that the City will impose is that the management firm can only sell Coca Cola products. The City has an exclusive agreement with Coca Cola all non alcoholic beverages sold at the facility must be Coca Cola products which includes water, flavored water, sodas, juices, energy drinks; etc. Any non-alcoholic beverage must be a Coca Cola product. Attachment"B" provides a list of the Coca Cola products. 4 1 P a ITN 2014-215-LR Band Shell Management Services Addendum No.3 Q32. Can the contractor buy the product or must it purchase directly from Coca Cola? A32. Either or, the contractor has the flexibility of going through its vendor or Coca Cola, whomever can get the contractor the best price. The City can also provide the contractor with the contact information at Coca Cola to provide the selected firm with a City sub account if it will provide better pricing. The requirement is that you sell Coca Cola products. The City is not concern on how you procure it but will be happy to assist in accessing on behalf of the contractor the City's prices if it provides better pricing. Q33. Is there a possibility to pull a beer and wine license from the City? A33. Yes, Prospective Proposers will need a license to sell alcoholic beverages. As an example, the Fillmore and Colony have liquor licenses. They are jointly held between the City and the management entity. The management firm will also be required to hold liquor liability as part of your insurance and an additional indemnification to protect us. Please see Attachment"C". Q34. If the food products are not prepared products but pre-packaged, like a bag of snacks, is there a food license needed? A34. The City does not know the answer. Prospective Bidders will have to do their own research as to the licenses and certifications which would be required. The City will at the appropriate time ensure that the appropriate licenses are in place. Any food or beverage that is sold at the facility is also required to pay City resort tax on top of State sales tax,for a total of 9%, of which 7% is state tax and 2% is City resort tax. It is not the proposer's expense, it's a pass through to customer but should proposer sell food or beverage at the facility it will have to set up an account with the City to collect and pay the resort tax. Q35. Is there any flexibility of the number of events, ITN states a minimum of 35, can it be more or less? A35. There could be more but not less. Q36. The type of events, can students plays or rock performances be of interest to the City? A36. The City is looking at a variety of programming. Q37. Is it the responsibility of the management firm to determine programming or the City? A37. The programming will be the responsibility of the management company with quarterly reports and an annual plan submitted by the contractor to the City which will be built into the agreement. Q38. Can Prospective Proposer subcontract with other entities to provide programming, if so, should they be identified in the proposal submittal? A38. Appendix C, Page 3 under Subcontractor Information and Qualifications it states as follows: The successful proposer may elect to subcontract some portions of the services or uses. While specific subcontractors may not be identified until after award of the management or operation agreement. wherever the proposer intends to subcontract certain services or uses, the specific services or uses must be identified in this section of the proposal. Therefore, if you are going to subcontract any portion of the services either programmable or operationally, identified it in your proposal submittal. For example, if you are going to hire a company to provide janitorial services or ticketing, state on your proposal that this services will be subcontracted. 5 P ue ITN 2014-215-LR Band Shell Management Services Addendum No.3 Q39. As far as the equipment, can the City provide a list of equipment available to the management firm? A39. Please see response to Question 25. Q40. Is there a cost to use the equipment? A40. No, there will be no cost associated with using any equipment currently at the facility. The City does expect that when the facility is turned over to the management firm that whenever the City gets the facility back that the equipment is returned to the City in the same condition or better. It would be the management firm's responsibility to maintain the equipment in good working order. 041. Is there an obligation by the management firm to use a minimum number of Park staff during an event, security, etc.? A41 No, once the keys are handed over to the management firm it will be responsible for all aspects of the operation. The management firm will be responsible for subcontracting the required services to operate the facility. Q42. Does the living wage apply? A42. No, the living wage does not apply. Q43. Are there any parking issues in the area? Where would the management firm's personnel park? A43. There is no dedicated parking at the Band Shell other than the loading dock. Aside from that there is a parking lot across the street which is free after 6 p.m. Also, the City's Parking Department has monthly parking options available. Q44. Is the parking lot across the street still a dedicated parking facility, as there has been discussions about private development? A44. As of this time, there is no planned development of the parking lot, should there be in the future it would require a referendum or public approval process. Parking on North Beach is free after 6 p.m. Q45. Are there opportunities to have special events outside of the Band Shell area, like on the beach, and will that trigger a special event's permit? A45. Yes, there are opportunities, and anything outside the Band Shell area will require a special event permit. 046. Can you include the parking directly in front on the north side of the Band Shell can you exempt that area and bag the meters to include that area as part of the activities? A46. The meters in this parking area cannot be bagged. Q47. Does the City want to have bigger events in this or other areas in the vicinity of the Band Shell? A47. Yes, the City does want to have these additional events in this area but it would not be part of the management agreement, and a special event permit will be required. The City Commission recently passed a resolution to waive fees for a period of eighteen (18) months in the North Beach area in order to promote additional activities. Q48. The facility is reference at the North Shore or North Beach Band Shell, with Band Shell as one word and two words, is there an official name for the facility. A48. It is called the North Shore Band Shell, but the community accepts it as a North Beach Band Shell. At the present time II the advertisement for activities lists it as the North Beach Band Shell. 61Page ITN 2014-215-LR Band Shell Management Services Addendum Nn.3 Q49. In terms of marketing, the Band Shell currently has a place page on Facebook, will the City allow the management firm to access social media to promote the area? A49. The City does not know who established the page on Facebook, but yes the management firm is encourage to create pages in social media as a marketing strategy. Q50. As far as storage space, is there storage space, office space in the facility? A50. There is storage space and a production type office, by no means extensive. Q51. Is there a telephone line at the facility? A51. No, a jack exists but is not activated. Q52. Is there a define point for contract execution? A52. Yes, the City is contemplating beginning October 1, 2014, for an initial term of two (2) years, with the option to renew for three (3)additional one (1)year periods. Q53. When you say the City will provide up to $45,000 annually toward the operation of the facility, how did the City make that determination? A53. The final amount to be provided by the City towards the operation of the facility will be determined during contract negotiations. Q54. What does City mean by day to day maintenance? A54. To maintain the facility in a good and clean condition consistent with other similar first class facilities and in compliance with all governmental requirements, ordinary wear and tear. Maintenance responsibility shall include, without limitation, preventative and any and all other maintenance. The City will maintain all electrical, HVAC, life safety, mechanical, plumbing and other systems and equipment. Q55. The desire of the City is to continue the Food Truck events and there are a total of twelve(12)events annually, how much does that cost per month so that the management firm knows how much of those cost are absorbed by the$45,000? A55. The City spends roughly $1500 a month on entertainment, but that event is outside of the Band Shell area so the City will continue to be responsible for all cost and coordination of this event. Q56. These twelve(12) Food Truck events will be included in the 35 events? A56. Yes. To re-iterate, Proposers must program the facility with a minimum of 35 events annually, including programming for the monthly food truck. Annual programming must include a combination of free and paid ticketed events. The City is not saying that all 35 events must be free, the City is not saying that all events must be free, it is providing flexibility for the management firm to create revenue to cover its cost. Q57. In terms of the ticketing event does the management firm pay a portion to the City, or just taxes to the City for ticketing? A57. The City does not collect taxes from ticket sales. Q58. Are there are any other exclusive agreements like the Coca Cola agreement that prospective bidders should be aware of? A58. The City has a sunscreen license but there is no exclusivity. The only one is the Coca Cola agreement. Q59. During the quarterly meetings with the City is the time we would get approval for the sponsorship? A59. Selected firm will not be able to name the City after any one brand, but you could have interior signage, etc., related to the event. 7IPa `tc ITN 2014-215•LR Band Shell Management Services Addendum No.3 060. Are there any sponsorship categories that the City will not sanction? A60. Yes, restrictions against tobacco products, and pornography. Q61. How many events took place at the Band Shell in the past fiscal year; how many had paid income? A61. There where a total of twenty-six (26) City sponsored or complimentary events, four (4) paid events, with $1,500 in rental revenue. • Q62. What was the income? A62. A total of$1,500 in income was generated. 063. Do the Food Trucks pay rent/or to participate–how much? A63. Yes, the Food Trucks pay between S50 to $100 per truck, per event. However, this revenue will be kept by the City in order to continue to provide the services associated with this event. The management firm will only be responsible to provide entertainment during these events and will NOT be responsible for the food trucks. Q63. Will the City cover the cost of Off Duty Police? Are there other expenses for the Food Trucks and will the City cover them; tent,tables &chairs, trash removal? A63. The City will not cover the cost of an Off-Duty Police officer for events related to the Band Shell once the management firm takes over the operations. All costs related to the Food Trucks (police, tent, tables, chairs, trash, etc.), the City will continue to provide. Q64. Are there events scheduled for the year 2014/15 that are under contract; how many will have income and how much income is anticipated? A64. None are under contract. Any questions regarding this Addendum should be submitted in writing to the Procurement Management Department to the attention of the individual named below, with a copy to the City Clerk's Office at RafaelGranado(a miamibeachfl.gov. Contact: Telephone: Email: Lourdes Rodriguez 305-673-7000 ext. 6652 LourdesRodriguez©miam ibeachfl.gov Proposers are reminded to acknowledge receipt of this addendum as part of your ITN submission. Potential proposers that have elected not to submit a response to the ITN are requested to complete and return the "Notice to Prospective Bidders" questionnaire with the reason(s)for not submitting a proposal. . -rely •'(ex De 'rocure—nt Director 8 i) a e Attachment IAN 05 40'. ,►r _ ,.:::.:::::::::::::.::x�is iii 9 •..•..♦••..I �• •■....... ti "� I -... !k ti J cr uA7 Ares- '_ Approx. 9'C3 'sgf't ' ;! Iii,, :-.--a„„ti ..._ " ‘.1.•yy.u,./•'`,/' -•,,,, . , l i 41 JO i '-.. '.41' ,,,•„....1„, .„tie . , • L!_ .4 •s I —40.--, \- s-_ • = . it - . o`. i t ► Attachment 'B° C aQ7'tV 2014 Product List. i le i es .. irii41111r FS 1li4lliw I if LI 25iez Belies 24/caasiatso available in 32oz a 12oz4 20 oz Bottles 24/Case 20oz Bottles/24pKcase Mountain Blast XXX(Blueberry Pomegranate) Coca-Cola Classic Fruit Punch Power C.(Dragon Fruit) Coke Zero Lemon Lime Focus I Kiwi Strawberry) Vanilla Coke Orange Essential(Orange I Cherry Coke Strawberry Lemonade Energy(Tropical Citrus) Cherry Coke Zero Grape Multi-V(Lemonade) Diet Coke POAIFiQ Revive(Fruit Purch) Caffeine Free Diet Coke UM Defense(Raspberry Apple Diet Coke wf Lime Fruit Punch(Red) Attention Sprite Grape(purple) VW Zero-ZERO Calories car serving] Sprite Zero Mixed Berry(Blue) 20 on Bottles 14/Case Mello Vallo Squeezed (Lemonade) Barge Root Beer ••••• XXX(Blueberry Pomegranate) Pibb Xtra FUZE- Go Go(Mixed Berry) Seagram's Ginger Ale .....- •••'•- Glow Fonts Orange 1e.fez/laeerCaes Mega-C(OrapeRsberry) Fame Orange Zero Strawberry Melon Rise(Orange) Fanta Grape Peach Mango 10,9oz.fok 124 case Fanta Strawberry Tropical Punch XXX XXX Zero Minute Maid Lemonade Cranberry Raspberry Power C. Squeezed Zero Minute Maid Pink Lemonade Blue Raspberry Revive Rise Zero Minute Maid Fruit Punch Acai Berry Pomegrandte Fuze Sweet Tea Banana Coloda Fuze Lemon Tea 8oz GLASS Bottles e a a ter Fuze Dlet Tea _-, 24 oer Cane 11 par tame ^. Fuze Strawberry Tea leea assreaese Coca-Cola Classic Ceppuchino — PI Puff TIMVttle Diet Coke Lance Macchiato I:: ii,e Black(original) Sprite Mochacclno 20oz Bottle 24Iease Blue Agave Celle 330 ml 24/case 16oz.12 per case 16.9oz(.SLiter)Bottles 24/case Red Berry �, 12oz Bottles/24 case ail) 1L 12 per case NS 12ozCans 24/case taoz Cans 24icase C Coca-Cola Classic Fresco w/Black Cherry Dasani Flavors Original(Orange Mango) Coke Zero Barq's Root Beer 20oz 24 bottlefnea Grape Caffeine Free Classic Diet Barq's Root Beer Lemon 16oz,Cans 121case Vanilla Coke Pibb Xtra Strawberry Charged Citrus Cherry Coke Pibb Zero Sugar Free Cherry Coke Zero Minute Maid Lemonade Dasani Dr00% MAO Loaded Cherry Diet Coke Minute Maid Pink Lemonade 1.9oz.6og Diet Coke wl Splenda Minute Maid Fruit Punch Strawberry Kiwi MONSTER .- Caffeine Free diet Coke M Maid Lite Lemonade Mixed Berry 16oz.Cans 24/case Diet Coke w!Lime Foliate Orange Pineapple Coconut Original-Green Tab Fanta Strawberry Pink Lemonade Lo Carb-Blue Sprite Fanta Grape Grape Assault-Red Sprite Zero(Diet) Fanta Orange Zero Cherry Pomegrante Khaos-orange Fresca Seagram's Ginger Ale SMART WATER PIIIItkie Absolute Zero-BluelPurple Fresca wI Peach Sesaram's Diet Ginger Ale 20oz Bottles 24/case Absolute Ultra-White 750 ML Sportscap 24/Case 15.2oz Cans 24/case 1.0 L 12/case Rehab-Had Tea Half Lemonade 1.5 L 121case Rehab-Orangeade I p Rehab•Green en Tea Tea Zico Coconut Water Rehab-Roio Red Tea Peace Teas 23oz.Cans/12 case 14oz PET N5,Choc,Pineapple 12/case Caddy Shack(half&halt) 11.2oz Tetra Ntl 12/case Monster Java 3e� Texas Tea(sweet tea) 1.0 L NII,Choc 12/case 15oz.Cane 12/case 111 M*rIYrw+t Pink Lemonade Mean Bean Razzleberry(raspberry) i, tr Lots Moca Snowberry(white berry) 16.2oW460A/L Pam*24/ease 1': i Vanilla Light Georgia Peach 100%Orange Juice Toffee Green Tea 100%Apple Juice Kona Blend Sweet Lemon 100%Cranberry Apple Raspberry Irish Blend 100%Cranberry Grape 100%Ruby Red Grapefruit Monerr Murde 1 {�' Gold Peak Tea 18.5oz Bottle 13/case 100%Strawberry Passionfruit 2tku.Cans 12rcsse fit'{ 1) Sweet Tropical Blend Chocolate Lemon B Berry Blend Coffee �' Diet Vanilla Green gmhomilkujaek Unsweet Lite Platform ME Powered.Zero Drops - Chocolate Mountain Berry TurtNE-Y417111141 )'w�t. ..7"",,,Strawberry Banana Fruit Punch I • 10.1oz 12/case sr 0 4) gore Platfonr Orange a- r Fruit Punch Chocolate Green Apple Vanilla 11111111111111111111111aatt •I It 1\I•I Orange Banana Zero Cal Lemonade oeaewessasta Sour Raspberry Honey Green Tea Very Berry Otsosau Fadtwseer.1s.$os tzoti Peach White Tea Not 2 Sweet Black Raspberry •• '` Hal n Half Tea Raspberry Mexican Coke.355mL 2-/pi j Orange Mango Coke de Mexico 1 Strawberry Kiwi Nom atAid 16,1ot 12/Caee, Fame Orange de Mexico c Leman-Lime I Pomegranate Blue Berry Sprite de Mexico _ Watermelon Punch ' i Orange Mango Superfruit Attachment "C" INDEMNIFICATION AND INSURANCE SPECIAL EVENTS, FILMING, SIDEWALK CAFE, BEACHFRONT CONCESSIONS TYPE 11 Vendor shall indemnify and hold harmless the City and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the City or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Agreement by the Vendor or its employees, agents, servants, partners principals or subcontractors. Vendor shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. Vendor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by Vendor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The Vendor shall furnish to Department of Procurement, City of Miami Beach, 1700 Convention Center Drive, 3rd Floor, Miami Beach, Florida 33139, Certificate(s) of Insurance which indicate that insurance coverage has been obtained which meets the requirements as outlined below: A. Worker's Compensation Insurance for all employees of the vendor as required by.Florida Statute 440. B. Commercial General Liability on a comprehensive basis in an amount not less than $1,000,000 combined single limit per occurrence for bodily injury and property damage, including products and completed operations. City of Miami Beach must be named an additional insured with respect to this coverage. C. Automobile Liability Insurance covering all owned, non-owned and hired vehicles used in connection with the work, in an amount not less than $1,000,000 combined single limit per occurrence for bodily injury and property damage. D. If alcoholic beverages are to be dispensed/sold, the vendor shall provide Liquor Liability Insurance in an amount not less than $1,000,000. All insurance policies must include a Waiver of Subrogation Clause. The insurance coverage required shall include those classifications, as listed in standard liability insurance manuals, which most nearly reflect the operations of the vendor. . All insurance policies required above shall be issued by companies authorized to do • business under the laws of the State of Florida, with the following qualifications: 4i0" MIAMIBEACH City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachfl.gov PROCUREMENT MANAGEMENT DEPARTMENT Tel: 305-673-7490 Fax: 786-394-4075 ADDENDUM NO. 2 INVITATION TO NEGOTIATE NO. 2014-215-LR FOR BAND SHELL MANAGEMENT SERVICES (the ITN) June 2, 2014 This Addendum to the above-referenced ITN is issued in response to questions from prospective proposers, or other clarifications and revisions issued by the City. The ITN is amended in the following particulars only. I. REVISIONS: a. The due date for receipt of proposals has been changed to June 17, 2014. a. Attached, please find a copy of the "Revised" North Beach Band Shell Bookings for 2014 and 2015. (See Attachment"A). Any questions regarding this Addendum should be submitted in writing to the Procurement Management Department to the attention of the individual named below, with a copy to the City 9 P PY Y Clerk's Office at RafaelGranado a(�miamibeachfl.gov. Contact: Telephone: Email: Lourdes Rodriguez 305-673-7000 ext. 6652 LourdesRodriguez @miamibeachfl.gov Proposers are reminded to acknowledge receipt of this addendum as part of your ITN submission. Potential proposers that have elected not to submit a response to the ITN are requested to complete and return the "Notice to Prospective Bidders" questionnaire with the reason(s)for not submitting a proposal. Sinter-ly d4 A I penis oturement Director 1 ( Page Attachment AS -- -- - ----- NORTH BEACH BANDSHELL BOOKINGS "REVISED" 2014 - CONTRACTED RENTALS • May 3: Teen Center; Play "Dysfunctional" May 4: Complot Ent.; Cinco De Mayo Concert May 28: CMB; Food Trucks June 12: Silvia Brasil; World Cup Event July 17; CMB; Primer Playground Revue (Tentative) 2014 - ANNUAL RENTALS NO CONTRACTS ISSUED October 4: Unity Coalition; Orgullo festival October 18: Rhythm Foundation; TBA November 1: Calvary Chapel; Concert November 8 : Adam Haas; Concert (tentative) December 2-7: Art Basel Event December 16-21: Gay Men Chorus: Winter Show & Rehearsal (Tentative) 2015 - NO CONTRACTS ISSUED January 25 : Miami Dade College; Concert (Tentative) February 7: Arts & Dance Company; Dance Show (Tentative) March 21: Dance Now Miami; Dance Show April 10-11: Rhythm: Foundation; Trans Atlantic Music Festival Additionally, the City hosts a monthly food trucks event on the 4th Wednesday of every month until further notice. The City also hosts Friday night movies from December— May. M-I AMIBEACH City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachfl.gov DEPARTMENT OF PROCUREMENT MANAGEMENT Tel: 305-673-7490 Fax: 786-394-4002 ADDENDUM NO. 1 INVITATION TO NEGOTIATE (ITN) NO. 2014-215-LR FOR BAND SHELL MANAGEMENT SERVICES (the ITN) MAY 15, 2014 This Addendum to the above-referenced ITN is issued in response to questions from prospective proposers, or other clarifications and revisions issued by the City. The ITN is amended in the following particulars only. A. A voluntary site visit has been scheduled for Thursday, May 22, 2014 at 11 a.m., at the North Beach Band Shell located at 7275 Collins Avenue, Miami Beach, Florida. B. Attached, please find a copy of the North Beach Band Shell Bookings for 2014 and 2015. C. REVISIONS: Section 0400, Proposal Evaluation, Step 1 — Qualitative Criteria has been amended as follows: Step 1 `Qualitative=Cnteria, a r `r r y' ``� �; k Maximum Points Proposer Experience and Qualifications,including Financial Capability 48 50 Proposed Scope of Services&Methodology 48 50 r-•. �. w'.��w °1���� A" � ?k�'!y-•k .rr �Si Y=Cy �S` ,�u.hq �,#,, t�` 3 .. c _, ,r ',�F c `a-E ' - s�'Y � 1`Al TOTAL-AVAILABLE STEM POINTS 100 r. _..r. .S a'- �:}•a r.!- Yxv :,�•� c,z.. it,;=:14 -•.�'c - r ..w:"'t:._Y�_.�"+1-.._ .a-�. 7^`&.�. -9'"Ysc.... .....� -s.-., �3': .._..z=-. -..• . .,... „ ..^.. .., 'f`•c-ic..... .i'_... - Any questions regarding this Addendum should be submitted in writing to the Procurement Management Department to the attention of the individual named below, with a copy to the City Clerk's Office at RafaelGranado @miamibeachfl.gov Contact: Telephone: Email: Lourdes Rodriguez 305-673-7000 ext. 6652 LourdesRodriguez @miamibeachfl.gov Proposers are reminded to acknowledge receipt of this addendum as part of your ITN submission. Potential proposers that have elected not to submit a response to the ITN are requested to complete and return the "Notice to Prospective Bidders" questionnaire with the reason(s)for not submitting a proposal. Sin er , ProcDenis c1 urement Director ITN No. 2014-215-LR Addendum#1 5/15/2014 NORTH BEACH BANDSHELL BOOKINGS 2014 - CONTRACTED RENTALS May 3: Teen Center; Play "Dysfunctional" May 4: Complot Ent.; Cinco De Mayo Concert May 28: CMB; Food Trucks June 12: Silvia Brasil; World Cup Event July 17; CMB; Primer Playground Revue (Tentative) 2014 - ANNUAL RENTALS NO CONTRACTS ISSUED October 4: Unity Coalition; Orgullo festival October 18: Rhythm Foundation; TBA November 1: Calvary Chapel; Concert November 8 : Adam Haas; Concert (tentative) December 2-7: Art Basel Event December 16-21: Gay Men Chorus: Winter Show & Rehearsal (Tentative) 2015 - NO CONTRACTS ISSUED January 15 : Miami Dade College; Concert (Tentative) February 7: Arts & Dance Company; Dance Show (Tentative) March 21: Dance Now Miami; Dance Show April 10-11: Rhythm: Foundation; Trans Atlantic Music Festival Additionally, the City hosts a monthly food trucks event on the 4th Wednesday of every month until further notice. The City also hosts Friday night movies from December— May. MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL EXHIBIT A SITE PLAN AND LEGAL DESCRIPTION OF THE FACILITY LEGAL DESCRIPTION: The area delineated on the Site Plan, attached hereto and incorporated herein as Exhibit A-1, located at the North Shore Park,which is located in a portion of land more particularly described as: A portion of land located in section 2, Township 5.3 South Range 42 East, bounded as follows: bounded on the North by the South right-of-way line of Third Street (now 73rd Street) and its easterly extension as shown in PLAT OF TOWNSITE OF HARDING, Plat Book 34, Page 40, of the Public Records of Miami-Dade County, Florida;bounded on the South by the South line of government Lot 6, Section 2, Township 53 South Range 42 East (now South line of 72nd Street) and its easterly extensions as shown in NORMANDY BEACH SOUTH,Plat Book 21,Page 54, of the Public Records of Miami- Dade County, Florida; bounded on the East by the Erosion Control Line of the Atlantic Ocean, as recorded in Plat Book 105, at Page 62, of the Public Records of Miami-Dade County, Florida and bounded on the West by the East right-of-way line of Collins Avenue as shown according to Florida Department of Transportation Finished Project ID 2507471. Said land located in the City of Miami Beach,Miami-Dade County,Florida. Page 32 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL BAND SHELL SITE PLAN Ts Iva MOTS. ,. I fi,- c. \ ' ' iAlme •".• , 46r. 4* • • • • * 14;4 . A ,•.. ,l „a • t'4 V� * � �[ •4 ;fir.�� - ' +,r IP # letp,. t, :_i 70: w M ' P • r ■ . � • • - T J , • • •t r 1 iY` • . ■ .1 \ !'_r i t• Clikli ■ • , a. 03 2 a) U) Page 33 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL EXHIBIT B CITY OF MIAMI BEACH MINIMUM MAINTENANCE SPECIFICATIONS FOR MAINTENANCE OF THE NORTH SHORE BAND SHELL These minimum operating and maintenance standards are intended to be considered as a whole and intended to provide an overall standard for the Facility. Individual discrepancies, as well as deviations, from any individual standard shall not be considered a default of the Agreement; it is the intention of the parties that this Exhibit is merely a guide and that TRF is only expected to use good faith efforts to endeavor to meet the standards set forth herein. In the event of a conflict between the terms or conditions of the Agreement and the terms or conditions of this Exhibit, the terms and conditions of the Agreement shall control. PERSONNEL TRF shall have the sole responsibility to recruit and employ a full-time general manager and any necessary administrative and accounting personnel that are responsible for the overall management and operation of the Facility. TRF shall have the sole responsibility to recruit and employ sufficient personnel to maintain the following functions: general and event security;janitorial, housekeeping and cleaning for both event and non-event cleanup (including graffiti removal); painting and general overall maintenance of the Facility to ensure that the Facility is being maintained consistent with other Comparable Facilities. The City shall have the sole responsibility for maintenance of capital systems, electrical systems, plumbing; and air conditioner operation; TRF shall have the sole responsibility to recruit and employ personnel as it deems necessary for the staging and coordinating of Events and productions. TRF shall maintain personnel policies that assure employment practices do not discriminate on the basis of race, color, religion, military status, marital status, physical or mental disability, national origin, age, gender, or sexual preference. GENERAL SECURITY TRF shall provide for the overall security of the Facility, including during non-event hours. EMERGENCY PROCEDURES TRF shall assign an employee and a backup employee to act as an Emergency Liaison to the City. This individual will be required to use good faith efforts to attend any and all meetings, held by the City, that deal with emergency situations, such as extreme weather events, terrorist acts, etc. The Liaison will serve as the point of contact during any emergency crisis. TRF shall develop and implement a Hurricane Preparedness Procedure, a copy of which shall be provided to the City. JANITORIAL,CLEANING AND HOUSEKEEPING The Facility shall be reasonably clean and stocked with supplies (i.e. toilet paper, soap, etc.) at all times. This includes general cleaning during non-event times, as well as during Events. Restrooms are to be cleaned during Events and on a periodic basis during non-event times to assure that they are in a functional and reasonably sanitary condition. Page 34 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL The City shall have the responsibility for Sanitation and Waste as it relates to emptying of the dumpster and servicing trash receptacles within the park area. The dumpster will be serviced at current service levels. Any additional dumpster services and the collection of and depositing of trash within the Band Shell will be the responsibility of TRF At the City's responsibility, treatment for pests and rodents (except termites) shall occur on a Quarterly basis as needed to prevent infestation or as required by applicable Code. Flooring shall be cleaned and polished on an as needed basis. Windows shall be maintained in a reasonably clean condition and cleaned on an as needed basis. Entrance doors and mirrors shall be maintained in a reasonably clean condition and cleaned on an as needed basis. LANDSCAPING The City shall maintain all exterior landscaping EXTERIOR LIGHTING The Facility shall remain illuminated regularly after dark. The City shall maintain all exterior lighting. EQUIPMENT MAINTENANCE AND GENERAL MAINTENANCE Equipment shall be maintained in a good and workmanlike manner in order to maintain in full force and affect all dealer's and manufacturer's warranties. TRF shall develop an annual schedule for equipment inspection and preventative maintenance. Upon termination, cancellation, and/or expiration of the Agreement, TRF shall provide all records maintained in accordance with Section 5.5.4. All existing warranties that are transferable will be transferred to the City. TRF shall post and maintain, as required by any applicable governmental code and/or regulation, any and all required professional licenses, certifications, and/or permits. The City shall maintain and inspect all building safety systems including but not limited to: smoke, fire, and CO detector systems, backup generator operation, emergency battery backup functions, emergency lighting, emergency egress, special needs and blackout preparedness equipment. All building safety systems shall be tested on at least an annual basis or as required by federal, state or local codes and regulations and maintained in operating condition at all times. The City shall develop and implement a plan for inspection and maintenance for the Facility's HVAC systems. This shall include inspection of all HVAC controls on a Quarterly basis to verify proper setting and operation as well as any adjustments and/or maintenance that may be appropriate, including, but not limited to filter replacement, blower and/or heat exchanger, proper operation of air intakes/vents, fan units, ducts, etc. TRF has the sole responsibility of maintaining the paint on the interior of the Facility. Page 35 of 41 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL EXHIBIT C RENTAL RATES FOR FACILITY Page 36 of 41 North Beach Bandshell Rental Rate Sheet Non-Profit For-Profit Daytime Rental (4 Hour) 8:00 am — 12:00 pm or 12:00 pm —4:00 pm $350 $700 Daytime Rental (8 Hour) 8:00 am —4:00 pm) $500 $1000 Evening Rental 4:00 pm — 10:00 pm Sunday— Thursday $750 $1250 4:00 pm — 10:00 pm Friday, Saturday $900 $1500 Additional set up time per hour $100 $150 Rental periods include at least 1/2 hour for set up and clean up time. Rental Rates include one staff person onsite during event and use of the in house sound and light system. Clean up costs, security and additional staffing, as well as supplemental production needs are the responsibility of users. Miami Beach-based For Profit organizations can apply for the Non-Profit Rate. MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL EXHIBIT I) TRF STANDARD AGREEMENT Page 37 of 41 NORTH BEACH BAND SHELL USE AGREEMENT Renter: Non-Profit Organization _ For Profit Organization _ Miami Beach-based organization_ Name of Event: Type of Event: Ticketed / Free: Use Period Start Date /Time: Use Period End Date/Time: FEE PER EVENT DAY: FEE PER REHEARSAL DAY: FEE PER ADDITIONAL HOUR: TOTAL FEE: • Please attach a proposed schedule of rehearsal and presentation dates and times • If tax-exempt, please attach certification of status • If Miami Beach-based organization or resident, please attach proof of residency. Renter Initials: Page 1 of 11 This Agreement is entered into this day of by and between The Rhythm Foundation, a Florida non-profit corporation ("TRF") whose address is PO Box 398567 Miami Beach, FL 33239 and ("Renter"), (State of Incorporation, Non-Profit/For Profit), whose address is 1. TERM TRF hereby grants to Renter the privilege and license to use designated portions of certain real property located in the City of Miami Beach, Florida, which real property is operated by TRF and known as The North Beach Band Shell, located at 7275 Collins Avenue Miami Beach, FL 33141 ("Facility"). The term of this Agreement shall commence upon the full execution hereof and shall terminate upon fulfillment of all the responsibilities and obligations of the parties hereunder. Upon the expiration of the Term or the termination of this Agreement for any reason whatsoever prior to the expiration of the Term, Renter shall immediately quit and surrender the Facility to TRF. 2. USE PERIOD Renter shall be permitted to enter and occupy certain portions of the Facility during the Use Period for the purposes of presenting an event ("Event"). Unless otherwise agreed to in writing by TRF, the Event shall be held at no other times. The Use Period shall consist of the period of time required for set-up, presentation, and dismantle of the Event and will be in accordance to the attached schedule. In consideration of an additional fee, TRF may allow Renter a longer period for setup and dismantle, should Renter require additional time. Any equipment or stage props left in the Facility after the expiration of the time allowed for dismantle shall be disposed of by TRF without any right of claim by the Renter, or at TRF's option, may be stored at Renter's expense. 3. PERMITTED USE This Agreement confers no exclusive possession of the Facility. The Renter cannot exclude TRF from the Facility. This Agreement solely authorizes Renter to the temporary use of the Facility for the limited purposes set forth herein and for no other purpose. The parties hereby agree that the provision of this Agreement do not constitute a lease. TRF retains dominion, possession, and control of the Facility. RENTER SHALL NOT ALLOW ANY OF THE FOREGOING INTO THE FACILITY OR THE SURROUNDING PROPERTY AT ANY TIME, WITHOUT TRF'S PRIOR WRITTEN CONSENT: INTERACTIVE PHYSICAL GAMES AND ATTRACTIONS, MECHANICAL RIDES, BODY ART AND PIERCING, EXOTIC ANIMALS, AND PYROTECHNICS. Renter Initials: Page 2 of 11 4. USE RATE In consideration of the use of the Facility, Renter agrees to pay TRF the sum detailed on the first page of this Agreement. This total does not reflect any additional charges that may be levied against Renter for additional hours used or damage incurred by the Facility as a result of the Renter's use of the Facility. The total fee is to be paid no later than thirty days (30) prior to the beginning of the Use Period, unless otherwise agreed to in writing with TRF. Payment of additional charges not previously agreed to prior to the Event shall be made within five (5) business days following the occurrence of the Event giving rise to such payment. Deposit: A deposit of$500 is due at the time of execution of this contract. Dates will not be reserved for any rental without the payment of a deposit, unless otherwise agreed to in writing by TRF. Dates can be reserved for a maximum of one year. Payment of Use Fees: All payments from Renter to TRF shall be cash, check, credit card (3% processing fee applies), or cashier's or certified check drawn on a local bank. In the case of payment by check, the reservation of dates will not be considered final until the check clears and funds are released. Payments can be made out to "The Rhythm Foundation," PO Box 398567 Miami Beach, FL 33239. 5. SECURITY DEPOSIT Upon execution of this Agreement, and as a condition to its effectiveness, Renter shall deliver to TRF a security deposit in the amount of $500. The Security Deposit shall secure Renter's performance under this Agreement and full payment of all amounts due hereunder, including the cost of any damage repairs, replacement or restoration, payment of any Additional Charges, or to defray any other unusual but reasonable expense borne by TRF as a consequence of Renter's use of the Facility and/or presentation of an Event. TRF shall return the Security Deposit, or the unexpended portion thereof, to the Renter upon full satisfaction of all of Renter's obligations hereunder. 6. VENUE CAPACITY Renter understands that the maximum attendance at any one Event is 1483 persons. 7. CONDITION OF FACILITY/REMOVAL OF RENTER'S EFFECTS Renter has inspected the Facility and accepts it in "as-is" condition. Commencement of the use of the Facility by Renter shall be conclusive that the Facility was in good repair and in satisfactory condition, fitness, and order when such use commenced. Renter shall not paint, drill into, or in any way mar or deface any part of the Facility. Renter agrees to tear down and remove all of Renter's effects immediately after the presentation of an Event and/or expiration of the Term. TRF-will have the full right to collect and have custody of all articles and personal property left on the Facility or at the Facility after the expiration of the Use Period. Any property so left will be deemed abandoned by Renter and may be disposed of by Renter Initials: Page 3 of 11 TRF, as TRF sees fit, without any liability for any loss, damages or costs associated with such disposal, which liability will rest solely with Renter. Any costs incurred by TRF in removal of effects or in the repairing of any damage to Facility caused by the Event will be fully charged to the Renter. Renter shall not display or erect any lettering, signs, pictures, notices, or advertisements upon any part of the outside or inside of the Facility or make any alterations or improvements in or to the Facility without the prior written consent of TRF. Renter shall keep the Facility in an orderly condition and cause all refuse and debris to be properly discarded. The removal of lights from their original setting is prohibited. Changing of the original positioning or focusing of the lighting equipment, or reprogramming of the lighting computer can only be done with TRF's approval and supervision. If any such changes are made with TRF's permission, Renter shall pay for any technical labor involved in returning the equipment to its original standard design. Any violations of this section may result in the immediate termination of this Agreement and will subject Renter to liability for all damages arising from, or in connection with, said violation. 8. EVENT PERSONNEL Except as specifically provided herein, Renter shall be responsible for all staffing in connection with the use of the Facility and/or the presentation of an Event, including ticket sellers, ticket takers, ushering staff, stagehands, spotlight operators, etc. Renter shall be responsible for the staffing of all Events and shall pay for all supplies or other services needed or provided in connection with the use of the Facility and/or the presentation of an Event. 9. PARKING TRF shall not be obligated to provide or cause to be provided any parking whatsoever. Specialized parking may, at TRF's sole discretion, be provided for Renter's employees only, in locations designated by TRF. TRF shall not be responsible, under any circumstances, for any loss or damage occurring to automobiles brought onto the Facility by Renter's employees, subcontractors, or guests. 10. MERCHANDISE AND CONCESSIONS Unless otherwise agreed upon in writing, TRF's designated food and beverage concessionaire shall sell all food and beverages and retain one hundred percent (100%) of the profits therefrom, and Renter's designated merchandise vendor shall sell all merchandise with seventy percent (70%) going to the artists and thirty percent (30%) retained by TRF, less taxes. Renter Initials: Page 4 of 11 11. EVENT ADVERTISING AND PROMOTION Renter shall be responsible for producing and paying for any and all advertising and promotional materials in connection with the Event. All materials shall be subject to the prior approval of TRF. Renter acknowledges and agrees that, notwithstanding any marketing or other related assistance which may be provided by TRF (although TRF is not obligated to provide), TRF has made no, and disclaims any purported or actual, representation or warranty as to the results and/or success which can be expected from the Event, including, without limitation, ticket sales and/or the profitability of the Event. Renter acknowledges and agrees that TRF shall in no way be responsible for the actual results from and/or the success, financial or otherwise, of the Event. 12. BOOTH /COMMERCIAL SPACE In the event that Renter desires to sell booth/commercial space ("Booth Space") at the Facility to vendors or exhibitors or otherwise permit vendors or exhibitors at the Facility ("Vendors") in connection with the Event, Renter shall comply with the following provisions: A. Renter will first obtain TRF's approval of each Vendor and that Vendor's operations in connection with the Event. B. Renter will assume sole control and responsibility for(i) all operations of all Vendors relating to the Event and (ii) requiring Vendors to comply with any applicable Facility rules and regulations. C. Renter will be solely responsible for the payment of any and all taxes or other fees associated with the payments received from the Vendors of the use of the Booth Space. IN ADDITION TO ANY OTHER INDEMNIFICATION REQUIREMENTS SET FORTH HEREIN, RENTER SHALL INDEMNIFY, DEFEND, BE SOLELY LIABLE FOR AND HOLD, WAIVE AND RELEASE THE TRF PARTIES (HEREIN DESCRIBED), HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, INJURIES, OR LOSSES ARISING OUT OF THE INSTALLATION, OPERATION, AND REMOVAL OF OR IN ANY MANNER RELATED TO THE BOOTH SPACE AND BOOTH VENDORS. 13. CHARITABLE DONATIONS In the event that TRF permits and Renter obtains the right to collect charitable donations in connection with the Event, Renter warrants and represents that it will comply with all applicable laws, regulations, and ordinances imposed by any governmental authority in collecting said donations. Renter further agrees that it will be solely responsible for all tax and other liability related to such donations. Renter's obligations under this paragraph shall survive the or termination of this Agreement. 14. RISK OF LOSS Renter understands and agrees that TRF shall not be liable for any loss, injury, or damage to any personal property or equipment brought into the Facility by Renter or by anyone Renter Initials: Page 5 of 11 whomsoever, during the time that the Facility is under the control of, or occupied by the Renter. All personal property placed or moved in the Facility shall be at the risk of Renter or the owner thereof. Renter further agrees that it shall be responsible to provide security whenever personal property either owned or used by the Renter, its employees, agents or subcontractors is placed in the Facility, including any property or equipment necessary for set-up and dismantle, whether or not the Facility is open to the general public. 15. INDEMNIFICATION IN ADDITION TO ANY OTHER INDEMNIFICATION REQUIREMENTS SET FORTH HEREIN, RENTER AGREES TO DEFEND, INDEMNIFY, SHALL BE SOLELY LIABLE FOR AND HOLD, WAIVE AND RELEASE TRF AND THE CITY OF MIAMI BEACH ("CITY") AND EACH OF THEIR RESPECTIVE PARENTS, MEMBERS, PARTNERS, AFFILIATES, DIVISIONS AND SUBSIDIARIES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS AND REPRESENTATIVES (COLLECTIVELY, "RELEASEES") HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, LOSSES, INJURIES, LIABILITY, AND DAMAGES (INCLUDING REASONABLE ATTORNEYS' FEES AND COURT COSTS) ARISING OR ALLEGED TO HAVE ARISEN OUT OF (A) ANY ACT OR OMISSION OF RENTER, ITS EMPLOYEES, AGENTS, VOLUNTEERS, CONTRACTORS, PATRONS, GUESTS, INVITEES, PARTICIPANTS AND PERFORMING ARTISTS; AND/OR (B) THE PRESENTATION OR PERFORMANCE OF THE EVENT AND/OR (C) RENTER'S BREACH OF ANY OF THE PROVISIONS OF THIS AGREEMENT. THE PARTIES AGREE, HOWEVER, THAT THE FOREGOING INDEMNITY, WAIVER AND RELEASE DOES NOT INCLUDE ANY CLAIMS, DEMANDS, SUITS, LIABILITIES, EXPENSES, ETC. THAT ARISE OUT OF TRF'S OR THE CITY'S SOLE NEGLIGENCE OR WILLFUL MISCONDUCT. RENTER AGREES TO USE AND OCCUPY THE FACILITY AND TO PLACE MATERIAL, EQUIPMENT, AND OTHER PROPERTY THEREIN AT ITS OWN RISK AND HEREBY RELEASES THE TRF PARTIES FROM ALL CLAIMS FOR ANY DAMAGE OR INJURY ARISING THEREFROM. THE INDEMNIFICATION, WAIVER AND RELEASE PROVISIONS CONTAINED THROUGHOUT THIS AGREEMENT SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. Renter will be solely responsible for the conduct and activities of Renter's employees, agents, contractors, guests and invitees and, for purposes of the Agreement, such conduct and activities of Renter. Renter and its employees, agents, contractors, guests, and invitees will abide by all reasonable rules and regulations adopted by TRF for the use, occupancy, and operation of the Facility. Renter's obligations under this Section shall survive the expiration or termination of this Agreement. Renter Initials: Page 6 of 11 16. INSURANCE Renter will maintain and pay all premium costs for, and will ensure that all of Booth Vendors and other contractors of Renter maintain and pay for the following insurance coverages in amounts not less than specified throughout the duration of the Term: A. Statutory Workers' Compensation including Employer's Liability Insurance, subject to limits of not less than $500,000.00, affording coverage under applicable worker's compensation laws. Renter will cause, if allowed by law, its workers' compensation carrier to waive insurer's right of subrogation with respect to the TRF Parties. Workman's Compensation is not required of Vendors with less than three employees. In this instance, an official letter from the Vendor stating that they have less than three employees is required. B. Commercial General Liability Insurance for limits of not less than $1,000,000.00 per occurrence Bodily Injury and Property Damage combined; $1,000,000.00 per occurrence Personal and Advertising Injury; $2,000,000.00 aggregate Products and Completed Operations Liability; $100,000.00 Fire Legal Liability, and $2,000,000.00 general aggregate limit per event. The policy shall be written on an occurrence basis. C. Umbrella Liability Insurance at not less than $2,000,000.00 limit providing excess coverage over all limits and coverages noted in paragraphs B and C above. This policy shall be written on an occurrence basis. Policies B and C above shall list TRF and the City of Miami Beach as "Additional Insureds" with respect to any and all claims arising from Renter's operations. Further, coverage for the "Additional Insureds" will apply on a primary basis irrespective of any other insurance, whether collectible or not. Should any additional premium be charged for such coverages or waivers, Renter will be responsible to pay said additional premium charge to their insurer. Renter will deliver to TRF satisfactory evidence of the described insurance coverage on a certificate form approved by TRF or, if required, copies of the policies. All required insurance will be placed with carriers licensed to do business in the State of Florida, have a rating in the most current edition of A.M. Best's Property Casualty Key Rating Guide that is reasonably acceptable to TRF and will provide thirty(30) days written notice of cancellation or non-renewal. The insurance obligations stated in this Section are independent of, and shall not be affected by the scope or validity of, any other indemnity, waiver, release or insurance provisions in other sections of this Agreement. Renter will ensure that all of its contractors (including, without limitation, sponsors and Booth Vendors arranged by Renter) who will be entering the Facility to engage in any business activity (including, without limitation, sampling, distributing, vending or other commercial activity) will comply with the foregoing insurance requirements and provide satisfactory evidence thereof prior to the Event. Renter Initials: Page 7 of 11 17. SPONSORSHIPS AND SIGNAGE Renter understands that TRF has entered into signage and sponsorship relationships related to the Facility for which TRF will retain all proceeds. TRF reserves all rights to display signage at, the interior of the Facility property only. No signs or advertising boards, other than those authorized in writing by TRF and the City, by its City Manager, will be allowed into, on or near the Facility. Renter will not mark, cover or attempt to modify and signage at, on or near the Facility. Renter is required to obtain TRF's prior written approval of any sponsorship relationships into which Renter desires to enter for the Event. 18. LICENSES AND PERMITS Renter will be responsible for obtaining and paying for all licenses or permits necessary for holding the Event, including, but not limited to, tax requirements and any permits required by governmental authorities.. 19. DEFAULT If Renter fails to comply with any term(s) or condition(s) of this Agreement, or fails to perform any of its obligations hereunder, then Renter shall be in default. Upon the occurrence of a default hereunder, TRF, in addition to all remedies available to it by law, may by notice to Renter, terminate this Agreement whereupon all deposits, payments, advances, or other compensation paid by the Renter to TRF shall be retained by TRF. Notwithstanding any provision herein, or any rule or regulation providing otherwise, if the Renter cancels the event fourteen (14) or less days from the commencement of the Use Period this shall be a default by the Renter. Renter will automatically forfeit and owe the entire Use Rate, as described on the first page of this Agreement. The Renter shall have no recourse against TRF due to the Renter's cancellation of the event fourteen (14) or less days preceding the Use Period. The Renter shall be liable to pay interest at the rate of twelve (12%) percent annum for the principle involved in the Use Rate until it is paid in full. The forfeiture of the Use Rate shall not apply if the cancellation occurs due to a Force Majeure. 20. TRF'S TERMINATION RIGHTS A. Termination for Convenience: TRF shall have the right to terminate this Agreement for convenience, in its sole discretion, upon a thirty (30) day prior written notice to Renter. Additionally, TRF shall have the right to cancel the presentation of an Event, at any time if, in the exercise of its reasonable discretion, TRF determines that the presentation of such Event, at the scheduled time, is not in the best interest of TRF or the City of Miami Beach due to circumstances beyond TRF's reasonable control. B. Termination for Cause: TRF shall have the right to terminate this Agreement, without notice or liability to Renter, upon the occurrence of an event of default. Renter Initials: Page 8 of 11 C. Other Termination Rights: TRF shall have the right to terminate this Agreement in the event that the Facility is sold, is condemned, or in the event of damage due to fire, windstorm, catastrophe or other Act of Nature, and the City of Miami Beach declares, in its sole discretion, not to repair or rebuild. D. Force Majeure: TRF shall not be liable for any failure to perform its obligations where such failure is caused by conditions beyond its control, including, but not limited to, Acts of Nature (including fire, flood, earthquake, storm, hurricane, or other natural disaster), war, invasion, act of foreign enemies, events in foreign countries that affect the City of Miami Beach and its citizens, hostilities (whether war is declared or not), riots, street celebrations or protests, military or usurped power of confiscation, terrorist activities, nationalization, government sanctions or restrictions, blockage, embargo, labor dispute, strike, lockout or interruption, of the failure of services such as electricity or telephone. E. Return of the Deposit: Except where this Agreement is terminated for cause, Renter shall be entitled to a refund of the Deposit, or so much thereof as has not been applied, upon termination of the Agreement, after satisfaction of all amounts due by Renter hereunder, if any. 21. NONDISCRIMINATION Renter represents and warrants to TRF that Renter does not and will not engage in discriminatory practices and that there shall be no discrimination in connections with Renter's use of the Facility or presentation of the Event on account of race, color, sex, sexual preference, religion, age, disability, marital status, or national origin. Renter further covenants that no individual shall, solely by reason of his/her race, color, sex, sexual preference, religion, age, disability, marital status, or national origin, be excluded from participation in, be denied services, or be subject to discrimination in connection with the use of the Facility under this Agreement. 22. ASSIGNMENT This Agreement may not be assigned by Renter, in whole or in part.,. 23. NOTICES All notices or other communications required under this Agreement shall be in writing and shall be given by hand-delivery, electronic mail, or by registered or certified US Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by giving notice in the matter herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. Renter Initials: Page 9 of 11 24. MISCELLANEOUS PROVISIONS A. This Agreement shall be construed and enforced according the laws of the State of Florida. B. Title and paragraph are for convenient reference and are not a part of this Agreement. C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be made effective unless made in writing. D. Should any provision, paragraph, sentence, word, or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami Beach, such provision, paragraph, sentence, word, or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and influx force and effect or limitation or its use. E. This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. 25. ENTIRE AGREEMENT This instrument, together with its attachments and all other instruments incorporated herein by reference constitute the sole and only agreement of the parties hereto relating to the use of the Facility. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 26. COUNTERPARTS This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same agreement. 27. INSPECTIONS The Renter will allow TRF inspectors, agents, or representatives the ability to monitor its compliance with safety precautions as required by federal, state, or local laws, rules, regulations, and ordinances. By performing these inspections TRF, its agents, or representatives are not assuming and liability by virtue of these laws, rules, regulations, and ordinances. The Renter shall have no recourse against TRF, its agents, or representatives from the occurrence, nonoccurrence, or results from such inspection(s). 28. AMERICANS WITH DISABILITIES ACT Renter shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by TRF including Titles I and II of the ADA (regarding non-discrimination on the basis of disability) and all applicable Renter Initials: Page 10 of 11 regulations, guidelines, and standards. Additionally, Renter shall take affirmative steps to ensure the nondiscrimination in employment of disabled persons. 29. COMPLIANCE WITH LAWS Renter accepts this Agreement and hereby acknowledges that Renter's strict compliance with all applicable federal, state, and local laws, ordinances and regulations is a condition of this Agreement, and Renter, and any of its employees, agents, or performers, shall comply therewith as the same presently exist and as they may be amended hereafter. This Agreement shall be construed and enforced in accordance to the laws of the State of Florida. Further, the Renter, and any of its employees, agents or performers, hereby agrees to comply with all regulations regarding travel to and from the United States as promulgated by the US Department of Treasury Office of Foreign Assets Control, and the US Department of State. Violation of any federal, state and local law shall subject the Renter to immediate cancellation of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective official thereunto duly authorized, this the day and year above written. THE RHYTHM FOUNDATION, INC. Print Name: Renter Print Name: Title: Renter Initials: Page 11 of 11 MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL EXHIBIT E CITY OF MIAMI BEACH OWNED PROPERTY INCLUDED IN THE AGREEMENT Item Brand Model Serial No: Theater Control Element 4330A1020 434401078 Computer Screen #1 Kristel-LP LED19-023-P 20100603180 Computer Screen #2 Kristel-LP LED19-023-P 20100700858 Computer Mouse Kensington SA1034A001657 Aluminum benches • • Page 38 of 41 • MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL EXHIBIT F CITY PREDETERMINED SCHEDULED EVENTS FOR FACILITY Page 39 of 41 NORTH BEACH BANDSHELL BOOKINGS "REVISED" 2014 - CONTRACTED RENTALS May 3: Teen Center; Play "Dysfunctional" May 4: Complot Ent.; Cinco De Mayo Concert May 28: CMB; Food Trucks June 12: Silvia Brasil; World Cup Event July 17; CMB; Primer Playground Revue (Tentative) 2014 - ANNUAL RENTALS NO CONTRACTS ISSUED October 4: Unity Coalition; Orgullo festival October 18: Rhythm Foundation; TBA November 1: Calvary Chapel; Concert November 8 : Adam Haas; Concert (tentative) December 2-7: Art Basel Event December 16-21: Gay Men Chorus: Winter Show & Rehearsal (Tentative) • 2015 - NO CONTRACTS ISSUED January 25 : Miami Dade College; Concert (Tentative) February 7: Arts & Dance Company; Dance Show (Tentative) March 21: Dance Now Miami; Dance Show April 10-11: Rhythm: Foundation; Trans Atlantic Music Festival Additionally, the City hosts a monthly food trucks event on the 4th Wednesday of every month until further notice. The City also hosts Friday night movies from December— May. MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL EXHIBIT G COCA COLA AGREEMENT AND PRODUCT LIST Page 40 of 41 :.irz:csre;��;;.�^;z.,�.:�r;z.�:�,;>;.,;-m;:,,:,::�;:.:::as»..<,><F::;:<.m..<:a��,w-,.>,-»,ro.»:w..,.:,.-,<..-»,..<...:�............. ..,........_......................................................- . t 1 ii __ ;- --,. _. -__ :4_ ___ ___ _ 3///.__ __;a/r-02770 y __ ___ _ • f. 1 i. March 14,2012 • • ': ;? 1•. Mayor Matti.H.errera Bower . . ' ; . Mayor of City of Miami Beach • 1 i1 . 1700 Convention Center Drive l Miami Beach,FL 33138 • Dear Mayor: .. `i • . '� This letter confirms the agreement made by and among the City of Miami, Beach, Florida ("City"), ; ,1 ,Coca-Cola Refreshments USA, Inc.d/b/a Florida Coca-Cola Bottling Company(`'Bottler")and Coca-Cola North • ' ;f America, a division of The Coca-Cola Company ("Company", and collectively with Bottler,"Sponsor"),which ,j sets forth certain exclusive rights granted to Bottler by City,as set forth in the Term Sheet and Exhibits attached j •• thereto,all of which are attached hereto as Attachment.A. .. • 1.. Term Sheet.and De►nitive Agreement . - The Term Sheet and Exhibits attached thereto are hereby incorporated herein in their entirety. This letter and the Term Sheet,together with any other attachments referenced in either, will constitute a legally binding agreement (the'`Agreement")when this letter is signed by all parties in the spaces provided below. All capitalized terms not • defined in this letter shall have the meanings assigned to them in the`Perm Sheet. This letter shall prevail in the . event of any,.,conflict between the provisions of this letter and the Term Sheet. . ' •• ' 2. Advertising Rights • - (a) City'agrees that Bottler's advertising shall be positione j at all times in such a manner that the • • advertising message is°in no way obscured(electronically or otherwise)and is clearly visible to the general public. . ^ The Products shall be prominently listed on any menu.boards located at the Facilities and all Equipment(as such term is defined herein)dispensing Products shall be pro—nilriently identified with the appropriate trademarkstlogos. ! ,. '(b) City further agrees that all Products-will be dispensed in Sponsor's Equipment and that no other . trademarked,equipment.,coolers or containers will be permitted. 1 3, Product Rights (a) City shall purchase or shall cause its Concessionaires to purchase,all Products, (and cups,lids and I . . , carbon dioxide,if applicable)directly from Bottler. , (b) City hereby grants to Bottler the exclusive Beverage rights at the Facilities, except.as may be 1 otherwise provided for in this Ageement and Exhibits. I 1 (c) If City contracts a concessionaire, City will cause concessionaire to purchase from Bottler all 1 requirements for Beverages (and cups, lids and carbon dioxide, if applicable). Such purchases will be made at prices and on terns set forth in Border's existing agreement with concessionaire, if any.,if no agreement exists between concessionaire and Bottler, such purchases will 'be made at prices and on terms set forth in this Agreement. City acknowledges that there will be no duplication of allowances, funding or benefits (including pricing)to City°or concessionaire if concessionaire ha an existing agreement with Bottler. i c - 1 . i , . i , . 1 i,`S.'Lr.S.,:;x:L`c:�;S:ta:x-.i rxx.a.-r�:::'>.:.:'if-.r:::>...uunyw:m:x.:mwvc.gnaw..u:w.s,:wm".r......d........,+...w....n.wM......,..w...... .................................................................... 4 • '4. Equipment and Service . (a) • Bottler Equipment and Service: .During the Term,Bottler will loan to.City,pursuant to the terms of ' f • Bottler's equipment placement agreements,at no cost,that Beverage vending equipment reasonably required and.as • i • mutually agreed upon to dispense Products at the Facilities("Bottler Equipment"). In addition, Bottler will provide `, • at no charge regular mechanical repair reasonably needed for Bottler Equipment,as further outlined in Exhibit 7 to = ,I .5 . the'Term Sheet. Prior to Bottler's installation of Bottler's Equipment at a particular Facility,the City shall provide . Bottler with written confirmation that it has conducted an inspection of the electrical service at such Facility and that based on such inspection, the City finds that the electrical service at the Facility is proper and adequate.for . •installation of Bottler's Equipment.Notwithstanding the preceding, if at any time following Bottler's installation of Bottler's Equipment at a Facility, Bottler's'Equipment is damaged as the direct result of defective electrical service ; • at the Facility, then the. City.will reimburse:Bottler for the cost of repair or replacement, as the case may be,of . ; .i Bottler's Equipment, pursuant to the filing of a claim with the City's self-insurance fund. Notwithstanding the preceding.the City shall not be responsible nor liable to Bonier under this subsection for any damages to Bottler's • Equipment which.is not.caused as a direct result of defective electrical service at a Facility (including, without r • limitation, any damage to Bottler's Equipment which is caused due to the negligence or misconduct of Bottler's employees,contractors,and/or agents,or from any other cause or act other than faulty electrical service). : I (b) ' Fountain Equipment arid Service: During the Term, Company will loan to City,pursuant to the • terms of'Company's equipment placement agreement, at no cost, that Fountain Beverage dispensing equipment r • • reasonably required and as mutually a4areed. upon to dispense a quality fountain Beverages at the 'Facilities (`Fountain Equipment")(cotlectively, Bottler'Equipment and Fountain Equipment are called "Equipment"). No : ice makers or water titters Will be provided. All Fountain Equipment provided by Company will at all times . ° -r.emain the property of Company and is subject Company's equipment agreement, but nd lease payment mill be charged. To the extent that Fountain. Equipment loaned from Company under this Agreement is located at . Facilities that are owned, controlled or managed by a concessionaire of City or other persons not party to this Agreement, City will include provisions in its agreements with such concessionaires that recognize that the • ." Fountain Equipment is owned by Company and that obligates the concessionaires to honor the terms and • . conditions'such equipment agreement. - 'Company (or Bottler) will provide at no charge regular mechanical repair reasonably needed for Fountain . i - Equipment. Any removal, remodel, relocation or reinstallation of dispensing equipment, flavor changes, . . 1 summerize/winterize, line changes, or service necessitated by damage or adjustments to the equipment resulting . • from misuse,abuse, failure to follow operating instructions,service by unauthorized personnel,unnecessary calls . 1 ' ' '(equipment i l�•as not plugged in Or fountain syrup container was empty), or calls that are not the result of • p 1 ' mechanical failure (collectively "Special Service Calls"), are not considered regular service and will not be , provided free of charge. Charges for Special Service Calls will be charged at Company's (or Bottler's) then i 1 current rate and will be invoiced•on a semi-annual basis. Charges will include labor, travel time, parts, and " ' administrative costs. . . 1 . 1 . 5. Competitive Products Prohibited. 1 (a) : City agrees that it will not.knowingly permit any Competitive Products to be sold, distributed, served,sampled, marketed, advertised,or promoted in any manner at the Facilities,or in association with City,.the - Facilities Or the City trademarks,during the Term, except as outlined in this Agreement. i " (b) City agrees that City will not grant any rights, or enter into any contractual-or other relationship, . l . whereby City, the Facilities, and/or the City trademarks will be, or have the potential to be, associated in.any i , • ' manner,with any Competitive Products,except as outlined in this Agreement and the Term Sheet. . • 1 . l a f ............. ._.. ..._........................_.�..................,....._.......... . • • . I I ( ) If City barns of any Competitive Products being marketed,advertised, or promoted in any manner .i v -a t. g advertised, r . . • which implies an association with City, Facilities or City trademarks (hereinafter referred to as "Ambush i. Marketing"), City will promptly notify Bottler in Writing or the Ambush Marketing; and also will promptly use its li ' - efforts,and cooperate in good faith with Bottler,to prevent or stop such Ambush Marketing in order to protect the : it •" exclusive associational rights granted to Bottler under this Agreement. . , '1 • • (d) Special Promotional Events Exception, See Exhibit 8. - (e) . The City will provide Bottler with no'less than thirty calendar days prior�irritten notice of each ;l event.which it intends to designate as a Special Promotional Event. • (fi) The private,personal consumption of Competitive Products by athletes,coaching staff, musicians, actors,comedians, or other entertainment personalities appearing and performing at the Facility is allowed and will • „ not be considered a Special Promotional Event. City shall use efforts to ensure such consumption is limited to ;.1 private areas and may not be permitted in any area of the Facility to which the public or any.member of the print or 1 ii electronic media has legal access. ,, '(g) Product availability at Facilities for private events. A private event at a Facility shall mean the use : ; . - of a Facility, either through the rental of the Facility or through the issuance of a City=approved Special Event Permit, by a persori(s) or business entity(ies) (Le. such as a corporation) which is not open or accessible to the • • • general public either free or via a purchased ticket.For example purposes only,private events may include,but not • be limited, to the following: weddings, bar mitzvah/bat mitzvah and corporate events. Product availability and ; • exclusivity at private events shall be handled as follows: Only Products will be sold, distributed, sampled or otherwise Served at Facilities at any time. Notwithstanding the foregoing, Competitive Products may be distributed at no cost by the user of the.Facility for private events,pro`�ided that Products will continue to be the onlyProducts . • sold,distributed,sampled.or otherwise served.by Facilities concession operations. • (h) Product-availability at Facilities as it relates to charitable events (including, events produced by • not-for-profit entities with valid tax exemption from the IRS)at Facilities or at City-Permitted Special Events(e.g., . - Relay for Life, Aids Walk, American Cancer Society), shall be handled as follows: Only Products will be sold, • • distributed, sampled or otherwise served at Facilities at any time. Notwithstanding the foregoing, Competitive . Products may be distributed at no cost by the charitable organization using the Facility provided that.Products .' will continue to be the only Products sold, distributed, sampled, or otherwise served by Facilities concession . operations and that Bottler had opportunity to supply Products for the charitable event and declined. ., •• . • Consideration.. . I o o e outlined Term Sheet.(a) , Pricino-. Pricing(including.price increases)will be implemented as outlined in the Term Sheet. 1 - (b) Credit Card Readers and Funding. Bottler and City will mutually agree to install credit card i readers in select Beverage dispensers,which are identified as high traffic locations. Bottler will pay for the credit • - card readers in an aggregate amount of not to exceed Ten Thousand Dollars ($I 0,000). This funding will be I ._ _ earned over the Term of the Agreement. City shall have no responsibility to fund any overage for payment of the credit card readers should they exceed Ten Thousand Dollars ($10,000). Bottler shall be responsible for all • . • maintenance and repair of the credit card readers. Upon termination or expiration of the Agreement, City shall • ' return all credit card readers to'Bottler. . . 7. Trademarks:Approvals. • - • (a) • City acknowledges that The Coca-Cola Company is the owner of all right and title in the trademarks"Coca • Cola","Diet Coke' "Sprite","DASANI","Minute Maid","POWERADE",".Fanta""vitaminwater""Full Throttle", i ▪ "NOS"and other trademarks of The Coca-Cola Company,and it acquires no rights whatsoever in these trademarks - i • 3 : i 5 . • , .......-._.............._._..............................-............._..._.....__....-.....___-..M,_.,. ..,....,.w...�.�.......»..:.,.. ,.<»..<,.e,..a»:.n:�e.,.,,», „�»,m e..:,xax.-�r:.,ssm-.:z�mos,. I ,, i by virtue of this Agreement. City agrees to submit all proposed uses of The Coca-Cola Company marks to Sponsor • for approval prior to use,but such approval shall not be unreasonably withheld. . (b) Bottler acknowledges that City is the owner of all right and title in the service mark"IvIianiBeach"and that t Bottler acquires no rights whatsoever in the service mark by virtue of this Agreement. Bottler shall have•the right to . i • •use the City's service mark during the marketing activities the Term in connection with its martetin� 2cu�iti�� a. th Facilities. Boater • ' . . agrees to submit all proposed uses of City's service marks to City for approval prior to use,but such approval shall i ,i • not be unreasonably withheld . . . 1 • S. Termination • . , (a) Notvvithstandina the other provisions of this Agreement, if any federal, state or local law, rule, , regulation or order prohibits,restricts r` advertising 3 • ibit_,,res�rie��or in any manner interferes with the sale or�dv.rtisir.�of Beverages at any •{ -time during the Term of this Agreement, and the City fails to.cure such.breach within thirty (30) days following • . ., written notice of same from Bottler then,-at its option, Bottler may terminate this Agreement and City shall (i) return any Equipment,and(ii) pay to Bottler the unearned portion of pre-paid Sponsorship Fees for the Agreement Year in which the termination occurs(pro-rated through the date.,of termination),if any,as well as any other upfront . Pundit-�g deemed earned over the Term,if ally,prorated through the date of termination. (b) City represents and warrants that it has full right and authority to enter into this Agreement and to _ grant and convey to Bottler the rights set for herein. In the event of expiration or revocation of such authority,and if the City fails,to cure such breach within thirty(30)days following revocation of full right and authority',then at its . .option, Bottler may terminate this Agreement, and City shall.(i) return any Equipment;and(ii) pay to Bottler the unearned portion of pre-paid Sponsorship Fees for the Agreement Year in which the termination occurs(pro-rated , through-the date of termination), if any,as well as any other upfront funding deemed earned over the Term,if any, , pro-rated through the date of termination,., (c) If Bottler breaches any of its material obligations under this Agreement, and fails to cure such . • . • breach within thirty (30) days following written notice of same from the City, then City may terminate this • Agreement and Bottler shall remove all Equipment from the Facilities,and the City shall'be entitled.to retain the • . earned portion of any pre-paid Sponsorship Fees for the Agreement Year in which the termination occurs(pro-rated through the date of termination),if any;other upfront funding deemed earned over the Term,if any,prorated.through • the date of termination; and any fees or payments due for the Agreement year in which the termination occurs,such. as commission fees,if any. any . 1 l (d) Notwithstanding the above,nothing in this section shall operate to restrict.any other remedies that • either �)'may have against the other in the event of a material breach'by a defaulting party. p Y • 9. Insurance . , The Bottler acknowledges that the.City is self-insured,as provided in`Attachment B to this Aueement. • • Bottler shall,at its sole cost and expense,obtain,provide and maintain,during the Term,the following types and amounts of insurance, which shall be maintained with insurers licensed to sell insurance in the State of Florida • and have a B+VI or higher rating in the latest edition of AM Best's Insurance Guide: ' P , . 1) Commercial General Liability. A policy including, but not limited to, commercial general liability, including bodily injury, personal injury,property damage. in the amount of$1.,000,000 per occurrence. } Coverage shall be provided on an occurrence basis.. . • 1 i 1 f .._................................................_..._..._...__._._.__..._._�......,.._........._.._.:.�,>..m.....-....,.>.....-...,d.,..� .»�.. .me»�..,.:acunaysxxm.:R:ate.se...-:ww:cax::a:ka:.c •, , ;• , ,. .4 . , . , • .._ _ . .. , -. _.• _. • 1 ;. I ____ __ _____ _ ___.__ _ . . , , . ■' , , • • . . . , • • 2) Workers Compensation per the statutory limits of the State •of Florida and Employer's Liability Insurance. - , ; . . • 3) A utomobile Liability-$1,000,000 combined single limit for all owned/non-owned/hired automobiles. . . . . ., .. . , Said policies of insurance shall be primary for Sponsor/Bottlers negligence only.to and contributing with any other insurance maintained by Bottler or City, and all shall name City of Miami Beach, Florida as an additional , :1 'insured on the commercial general liability and automobile liability policies. Sponsor shall provide thirty (30) : ] • . days written-notice to City prior to policy cancellation. ; , •, . . . , ‘. Bottler shall tile and maintain certificates of the above insurance policies with the City's Risk Management o ,1 Department showing said policies to be in full force and effect at all times during the Term. .1 i . I . . •1 ; • 10. Notices . . • " • . . Any notice or other communication under this Agreement must be in writing and must be sent by registered mail t . . .• : •' or by an overnight courier service(such as Federal Express)that provides a confirming receipt. A copy of the :••• . .; notice must be sent by fax when the notice is sent by mail or courier. Notice is considered duly given when it is 1 , , properly addressed and deposited (postage prepaid) in the Mail or delivered to the courier. Unless otherwise designated by the parties,notice must be sent to the following addresses: •; • . . . , . . . . . . . , . (A) Notice to Sponsor. ! ‘: ' . • ;' • . • , • , • , • Coca-Cola Refreshments USA, Inc.dfbia Florida Coca-Cola Bottling Company . . , . . . • , . 3350 Pembroke Road , • . ; . , • • " Hollywood,Florida 33021 • . . . . . . . Attention: V.P. arket Unit,South Florida . . . . • Fax: 954-986-3173 . . ., : • • Ticket Addressee: V.P.Market Unit,South Florida • , • Fax: 954-986-3173 . • . • . . .. 1. . . . • . . . • With a copy to: Coca-Cola Refreshments USA,Inc. 2500 Windy Ridge Pkwy • • . 1 . . 1 ' Atlanta,Georgia 30339 , • . . . 1 . Attention: General Counsel • , • . . . • 1 • (B) Notice to City. . . 1 City of Miami Beach • • • • • 1 . - 1700 Convention Center Drive . . I . Miami Beach,Florida 33138 i • - • . i . Attention:Hilda Fernandez . , I . , .• • .. . Fax:305-673-7782 . . i . • • 11.- Governing Law : . . . . i i .. . . 1 This Agreement and any dispute arising out of or relating to this Agreement shall'be governed by and , . construed in accordance with the laws of the State ofFiorida,without reference to its conflict of law rules.. A . . • i 11. Compliance with Law . . . • , , 1 . . i ... . . . ,. . ' • • 5 i , . • . • 1 • -' . . - .. . . i . . . . . . , i . . . ..• 1 . . . 1 . • • : . .. ..._ .... ,.... .... „......______,.....---,...—..„„..,,....--...,—..,,,,,,,-.., • { 7 • • • e Each of the parties hereto agrees that it'will, in its performance of its obligations hereunder„fully eomply . with all applicable laws, regulations and. ordinances of all relevant authorities and shall obtain- all licenses, registrations or other approvals required in order to fully perform its"obligations hereunder. 13. Retention of Rights i . No party shall obtain,by this Agreement,any right,title or interest in the trademarks,of the other, nor shall I i this Agreement give any party the right to,use, refer to, or incorporate in marketing or other materials the name, logos, trademarks, service marks or copyrights of the other,-except as may be expressly provided and authorized .herein• ' ■ ,I � ii 14. . Jury Waiver , 'I EACH PARTY, TO THE EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY • . AM),NTE:NTIONA.LLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR OTHER • LEGAL PROCEEDPtG ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TR NSACTIO\S IT CONTEMPLATES. THIS WAIVER APPLIES TO ANY ACTION OR - LEGAL PROCEEDING,WHETHER ARISING IN CONTRACT,TORT O.R OTHE.RWISE.• . .15. Entire Agreement ' This Agreement and its exhibits contains the entire agreement between the parties v ith.respect to the subject - -matter hereof This Agreement may not be assigned without the prior written consent of all parties; provided, !' • . ', however, that Bottler may sign this .Agreement in connection With its reorganization or the sale of all or • • substantially all of its assets. All amendments to or waivers of this Agreement must be in writing signed by all the . . parties. • ' • The-Coca-Cola Company,a:eting by and through City of Miami Beach / , its Coca-=Cola North America Division • .. -- inter * ,ewer . . . . ltsC �` Print Name: Print Name: • Title: .jt'; 1��} _,CUSIeAS_ 124 Title: MaYor- qqks . / x2� z •• Coca-Cola Refreshments USA,Inc.d'b/a Florida Coca-Cola''Bottling Company • By: t t,A;(1,-7�-�.;) Print Name: �Pfll, Tb fZsY . ' ����, Nr\faz� �, A�'RGVE�A . i Title: +` LtBal 1,L�- 512.E-�17.- S TO • FORMA&LANGUAGE° FOR:? curio d 1-7 .1.. --- ;_fr -...1' , Aiohp,,,,�t ar, TEO Date 3 t 'ATTEST ``' •C t- 267-',9' f `' Y6 z t _____J i '' , i • I 'Attachment A • TERM SHEET EXCLUSIVE NON-ALCOHOLIC BEVERAGE AGREEMENT - CITY OF MIAMI BEACH AND COCA-COLA REFRESHMENTS USA, INC. and COCA-COLA NORTH AMERICA, A DIVISION OF THE COCA-COLA . COMPANY • . • • 1. DEFINITIONS: . . - Bottler: Coca-Cola Refreshments USA, Inc. dfbla Florida ° Coca-Cola Bottling Company I Company: Coca-Cola North America, a division of ' The Coca-Cola Company . :1 , Sponsor: •Collectively, "Bottler"and "Company" . City: City of Miami Beach Aareement: Exclusive Non-Alcoholic Beverage Agreement z Facilities: Includes the following Miami Beach property, - - including any land, building, structures and/or other facilities thereon: Miami Beach Golf Club; the Normandy Shores Golf • • Club; The Fillmore Miami Beach at the Jackie Gleason Theater (upon the expiration of the current management agreement); the Miami Beach Convention Center; all currently . existing City of Miami Beach owned parks and recreational - - facilities; all currently existing City of Miami Beach owned ; public parking garages which are either directly operated by the City, through its Parking System, or by a third party who, pursuant to a management or concession agreement with the City, is contractually authorized to operate and manage such • ' . garage on behalf of the City; all currently existing public . I beachfront concessions which are either directly operated by - the City or by.a third party who, pursuant to a concession or management agreement with the City, is contractually authorized to operate and manage such concession on behalf of the City; and any additional future Facilities or expansion of • ; existing or future Facilities, including but not limited to, the , concession facilities at 21st and 46th street and at South Pointe . ° Park and the Miami. Beach Convention Center facility ' . p ansion, except as may be otherwise be excluded in the ex Agreement. Beverage:,all non-alcoholic beverages of any kind including but { ' i • i • 4 • !!t l i E ts; tea products; concentrated , not limited to coffee products; p . . energy drinks, including those in small servings; protein- ' `. enhanced dairy beverages; frozen drinks (e.g. ICEE). and. i smoothies made from concentrate; and the .pre-mix and/or i . post-mix syrups used to prepare fountain Beverages. "Beverage" or "Beverages" shall not include dairy products :1 except as noted above (e.g. milk, yogurt, ice cream), water I drawn from the public water supply, or unbranded juice 'I . • squeezed fresh at the Facilities. �� Products_ Beverage products purchased directly from Bottler, , or, with written Bottler approval from, or Bottler's authorized 1 . distributor, or sold through vending machines owned and stocked exclusively by Bottler. .I Competitive Products: Beverages which are not Products. - 2. AGREEMENT TERM: • . The Term shall begin January 1, 2012 and will continue until ' December 31, 2021 (the "Term"). When used in this Term Sheet, the term "Agreement Year" means each consecutive twelve-month period during the Term, beginning with the first . day of the Term. . ' 3. EFFECTIVE DATE: j . January 1, 2012 I 4. EXPIRATION DATE: . December 31., 2021 as to all Facilities 5. SPONSORSHIP FEE: $3,725,000 for the Term the Agreement. • ! 6 First installment of$800,000 (includes sponsorship fee for Agreement Year One and signing bonus)will be paid within ' sixty (60) days of execution of the Agreement by all parties. - . The portion pertaining to the signing bonus ($475,000) will be deemed earned over the Term and the portion pertaining to the sponsorship fee for the Agreement Year One ($325,000) shall be deemed earned evenly on a l' monthly basis during the first Agreement Year. . 0 $325,000 due each Agreement Year thereafter during the ' Term of the Agreement, due upon the anniversary date of the Agreement and will be deemed earned over the Agreement Year. (Subject to purchase of a minimum of 22,500 cases of bottles/cans per year.) • • S. COMMISSIONS: Commissions to be paid quarterly in arrears by Bottler to City . based :upon cash collected less taxes and as per the Commission Rate Structure according to Bottler's sales records. Exhibit 1) 7. COMMUNITY: .- SUPPORT! Bottler will provide City with a total of $17,500 in cash for the a 4 7 i a.:.r;s�:z:r...,;:^:r,:a,-.,.:::s,c:.;;,-»am.r+m«:«o�«o>..a..:«e.:«N..«>•..,....,:.r.:::w.�«,.»,.w,..,n........-....-..-e... ............................._..............._....-.-....._....,. e COMPLIMEN T ARY p urchase of equipment or other products (mutually agreed - PRODUCT: upon) . - Bottler shall provide City, upon City's request, with up to 450 standard physical cases of complimentary Product (12 ounce • • CSD cans and/or .DASANI 12 ounce bottles) per Agreement ,r year for a Product bank to be used by the City. If City does not - complimentary the request complimentary Product by the end of each year, any remaining complimentary Product shall be retained by Bottler . with no further obligation to Account. Bottler will provide • ; . - complimentary Product donation report upon Account's request. . 8. ADVERTISING SPONSORSHIP: Bottler has the exclusive right to advertise Products-(i) at the 'Facilities and (ii) in connection with the Facilities. No permanent or temporary advertising, signage or trademark visibility for Competitive.Products are permitted anywhere at the.i • Facilities, except as permitted pursuant to the Agreement. Advertising rights are further delineated in Exhibit 2. Bottler has the exclusive right to advertise the Products as the "Official" or "Exclusive" soft drink, sports drink, dairy-based protein drink, . water, tea, energy drink, and/or juice or juice drink, etc. of the Facilities, of the City of Miami Beach and of South. Beach. ' . Bottler will be the exclusive advertiser of Products associated 3 with the Facilities. • ' 1 9. PRODUCT.RIGHTS: ' Bottler has the exclusive right to sell or distribute Products at • the.Facilities. No Competitive Products may be sold, dispensed, . ! .� sampled or served anywhere at the Facilities, or on the City's ' • public rights-of-ways, except as may otherwise be provided for • . . in this Agreement. . • 10.EXCEPTIONS: Except for those Facilities specifically enumerated in Section 1., "Facilities" shall NOT include any City of Miami Beach I - • property (including any City-owned land, buildings, structures, . and/or other facilities thereon) which—as of 'the Effective jDate—is used, occupied, controlled, and/or managed and operated by a third party (or parties) pursuant to any of the i ! • following agreements between the City and such third . party(ies): (i) lease agreement; (ii) concession agreement; (iii) • operation and management agreement; (iv) development agreement; (v) easement agreement; (vi) license and/or use . agreement; (vii) revocable permit; and/or(viii) any other written instrument between the City and such'third party(ies) which 11 establishes a contractual right on behalf of such third party(ies) for the use and/or occupancy of City property. This . • shall include, but not be limited to, any City property occupied - by a tenant through a lease or rental agreement (including, Y „ . ; without limitation, leases or rental as reements• for office, j • •- • , E . . ;i • • • r retail, and%or commercial uses(s) in City-owned buildings); I - . any City property managed and operated, and/or otherwise , . used, by a third "party(ies) pursuant to a management . , ;, .9 . . S agreement or concession agreement; private upland owner beachfront concessions which are issued a permit by the City i (and which are neither operated directly by the City, nor by.a . third party on behalf of and pursuant to a contract with the ' . - City); sidewalk cafes which are issued a permit to operated . , pursuant to the City's Sidewalk Café Ordinance, as may be ' . . amended from time to time; . "public-private" projects developed and constructed pursuant to a Development Agreement (pursuant to the requirements of the Florida Local Government Development Agreement Act under Chapter 163, Florida Statutes); any hotel or retail development related to the • • expansion of the Miami Beach Convention Center that is not managed as part of the Convention Center.operations (e.g. adjacent commercial retail, hotel, etc.); public bus shelter . advertising managed by a third party under contract with the City; and advertising permitted pursuant to the City's current agreement for the public bike-share concession. ,Notwithstanding the preceding, the City will: i) make reasonable good faith efforts to meet with the bike-share • concessionaire and negotiate an amendment to the existing bike-share concession agreement, which must also be subject to agreement by the bike-share concessionaire, to.prohibit the bike-share concessionaire, from advertising Competitive Products; ii) if City renews the bike-share concession agreement with the bike-share concessionaire, then, as a condition to such renewal, the City Manager will recommend that such renewal be conditioned that such renewal include a term prohibiting the bike-share concessionaire from - advertising Competitive Products; and iii) no advertising of . Competitive Products shall be permitted on bike-share station • kiosks during the Term should the City, after the Effective • Date, approve advertising for placement on bike-share kiosks. Should the City enter into any new bike-share agreements during the Term, no advertising of Competitive Products shall • S be permitted on the bicycles used for that bike-share agreement(s). S S i Further, for the following locations which are under a P re- existing concession and/or use agreement (i.e. in effect prior ` to the Effective Date of the Agreement) with a Competitive , - Products supplier, those Facilities will come under this Agreement after such Competitive Products agreement is terminated or expires, or until such time as the concession or use agreement with the City for those Facilities is terminated, . 1 expires or is subject to any renewal provisions. The current . • 4 4 Iist of such facilities, and their expiration dates,are as follows: i f . . . 1) 21st Street/46th Street Beachfront ConcessionlTim • i Wilcox, Inc.—11/30/2012 . 1, . j 2) South Pointe Park Concession/Blissberry—11/30/2012 . , • 3) Normandy Isle Pool Concession Stand/E. Gomez— 11/09/2011 i i' City agrees that it will not knowingly permit any Competitive _ Products to be sold, distributed, served, sampled, marketed, advertised or promoted at the Facilities, or in association with . P City, except, and as further explained, in Exhibit 8: * Third party exhibitor set ups at Facilities or during City- a '! . Permitted Special Events in accordance with. the City's •1 - Special Event Permit Guidelines, as same may be amended from time to time. . . . . * Charitable events at Facilities or at City-Permitted Special Events where Competitive Product are donated to the charitable event; * Availability at City-Permitted Special Events only `�rithin S • pecial Event Permit Area (as such term is defined in the . City's Special. Event Permit Guidelines, as same may be amended from time to time). , Up to four (4) sponsorship events at the Miami Beach Golf •. • Club, and up to four (4) sponsorship events at the • . Normandy Shores Golf Club each Agreement year; • up to three (3) sponsorship events at the Miami Beach Convention Center each Agreement Year (the number • limitation for the sponsorship events at the Miami Beach l Convention Center is subject to a review after three (3) •• Agreement Years); O a mutually agreed upon number of sponsorship events at the 'Fillmore Miami Beach at the Jackie Gleason Theater (upon expiration of the existing management agreement); . ' and * up to four (4) City-issued Special Event Permits for a "City `. Approved Major Sponsorship Public Event", each Agreement Year, which includes an event sponsored by a . manufacturer, distributor, or marketer of Competitive Products under a master sponsorship agreement with the , owner or operator of the sponsorship event; an event conducted- on a national or regional multi-market basis; and/or an event where a competitor is the presenting, title or other. primary sponsor of the event. The number • limitation for City-Issued Special Events is subject to a. review after three 3 A+reement Years. • s • } µ • • • • 1 • i r t Whenever possible, City will make reasonable :good faith efforts to encourage third party users of the Golf Courses and • . ' Convention Center, and Special Event organizers, to use Bottlers Products for their non-alcoholic beverage needs. . I Since third party organizers who apply for Special Event Permits will be -permitted to sell only Bottlers Products, City will amend City's Special Events Permit Application and City ° will provide Sponsor contact information through the City's Special Events Permit Application process. 11.MARKETING PROGAM: Bottler agrees' to provide Account with annual in-kind i marketing support fund with an approximate retail value of Two Hundred Thousand Five Hundred Dollars ($200,500) as . . further further delineated in Exhibit 3. 12.RECYCLING - PARTNER: Bottler shall be designated the official "Recycling Partner" of . • Account. In consideration of this designation, Bottler shall • provide, at their cost, the services/products delineated in . Exhibit 4, with a minimum total value of $15,000, and up to ! $25,000 over the entire Term - "13.VENDING • . PROGRAM/OTHER City agrees that Bottler shall place a minimum of sixty-five (65) . . • EQUIPMENT Product vending machines in mutually agreed upon locations . ( at the Facilities, and Bottler will loan to City at no cost, st, = • ' Beverage dispensing equipment as reasonably required and as . mutually agreed upon to dispense Products at the Facilities, • • and in accordance with Exhibit 5. - 14.CITYSUPPORT: . In consideration of the partnership, City grants to Bottler: Twenty-six.(26) rounds of golf each Agreement Year (max of eight during peak season; no. more than twelve at Miami . . Beach Golf Course; benefit does not roll over),; a minimum of . • four (4) free tickets to at .least six (6) ticketed events at . Facilities each Agreement Year, subject to availability (e.g. Art Basel Miami Beach, Auto Show, South Beach Comedy Festival at the Fillmore, etc.). Additional tickets will be . •rovided as available. Benefit does not roll over. 15.PRICING: Bottle/Can Pricing: City is entitled to purchase bottle/can Products from Bottler in accordance with the price schedule •. set forth in Exhibit 6; prices shall remain in effect until July 31, . 2012. Thereafter, such prices will be subject to an annual " • increase of no more than four percent (4%) over the previous Agreement Year's price. • • Fountain Products or Georgia Coffee Pricing: Bottler will sell l fountain Products to Cit' at the National Account •rices, as 4 6 i. 1 g o fps . • _ announced by the Bottler in January of each year. Georgia I '� Coffee pricing shall be provided quarterly based on commodity .i markets. Purchasing: All Product shall be purchased directly from Bottler, except for those Products that Bottler identifies can be . ;� •urchased from an authorized Coca-Cola distributor. 16.TERMINATION: ' ' • If City breaches any of its material obligations set forth in this • Agreement, and fails to cure such breach within thirty(30) days ( following written notice of same from Bottler, then, Bother may terminate this Agreement, and City shall (i) return any . '' Equipment, and (ii) pay to Bottler the unearned portion of any pre-paid Sponsorship Fees for the Agreement Year in which the termination occurs (pro-rated through the date of termination). . If Bottler breaches any of its material obligations set forth in this Agreement, and fails to cure such breach within thirty(30) days following written notice of same from City, then, City may terminate this Agreement, and Bottler shall (i) remove any . Equipment, and (ii) pay to City the earned portion of any pre- •• - paid Sponsorship Fees or other fees or payments due for the • Agreement year in which the termination occurs (pro-rated • . through the date of termination), . . City shall not be in default in the event of any claim filed in relation to City's restriction on Competitive Product sampling: provided, however, the Bottler shall have the following remedies: 1) ability to renegotiate financial terms, as appropriate, within a specified time (e.g.•90 days); or, 2) failing . to,negotiate terms acceptable to both parties within specified .i time, Bother may terminate the Agreement, and City shall (i) return any Equipment, and (ii) pay to Bottler the unearned portion of any pre-paid Sponsorship Fees for the Agreement Year in which the termination occurs(pro-rated through the date of termination). Nothing in this section shall operate to restrict either party's other remedies in the event of a material breach b the other. 17.MAINTENANCE & SERVICE: Bottler agrees to provide reasonable service and maintenance for the equipment during the Term. City shall allow Bottler to ' enter its premises for the purpose of inspection or I V - performance of such maintenance and repair, or necessary • ' replacement or return of the equipment. Bottler and City will I establish a mutually agreed upon refund bank and customer i . service program, as delineated in Exhibit 7. 18.REPORTS/AUDITING: I I Bottler will provide an annual business review report within 90 i i i • i } I I . � •- ^ • • days following each Agreement Year during e Term; Commission reports will be provided monthly. The format of such reports shall be mutually agreed upon. City has the right ' . to audit/inspect account statements with reasonable prior , \ ' notice to Bottler and during normal business hours. If City | � requests an audit, City agrees to pay for such audit.. Account � records (2) Agreement Years after the payment of the annual Sponsorship Fee is • paid, in addition to the current Agreement Year of the Term, I and for two (2) Agreement Years following expiration or ' 1 termination oi the Agreement. ` _ | ' • /` ' ' ! • . ' 1 . • ' . | ' . • � . . / • . . i • . • . . ` . . \ ' � . . ! • • • • . . ! . ` . . . ' . � . . � . . . | ' ' | . 8 | ' ! ! ' • \ � \ � � ' • • • • Exhibit 1 to Term Sheet COMMISSIONS • Workplace Facilities(City Hall, Police Station, and other City Facilities): • Product Vend Price Commission Rate 20 oz. PET•carbonated/NESTEA® $1.25 30% • 20 oz. PET Minute Maid® $125 30% 20 oz: PET DASANI® $1.25 30% 300 ml PET DASANI® $0.75 • 30% 20 oz. PET POWERADE® $1.50 - 30% 20 oz. PET vitaminwater® $1.75 15% 16 oz.cans Energy Beverages $2.00 • 30% 16.5 oz. PET FUZE ® $2.00 15% 15.2 oz. PET Minute Maid®Juices to Go $1.50 15% • • All other public locations (such as South Beach): Product Vend Price Commission Rate • 20 oz. PET carbonatedlNESTEA® $1.50 30% • 20•oz. PET Minute Maid® $1.50 30% • 20 oz. PET DASANI® $1.50 30% • 300 ml PET DASANI® $1.00 30% • 20 oz. PET POWERADE® $1.75 30% • 20 oz. PET vitaminwater® $2.00 15% 16 oz.cans Energy Beverages '$2.25 30% 16.5 oz.;PET FUZE@ $2,25 15% 15.2 oz.-PET Minute Maid®Juices to Go $1.75 15% In Agreement Years Four and Seven, the Vend Prices will increase by twenty-five cents for each Product listed above. For example, in Agreement Year Four, 300m1. DASANI will increase to$1.00 Vend Price and then in Agreement Year Seven, 300m1. DASANI will increase an additional twenty- . { five cents to $1:25. The Commission Rates will not change during the Term of this Agreement. There are two vend rates(one for workplace and one for public locations)that will be outlined in the final formal agreement between the parties; but note that commission rates will remain the same. Commissions are paid based upon cash collected after deducting taxes, deposits, recycling fees, other handling fees, communication charges and credit•and debit card fees, if any. Commissions • shall not be payable on any sales from vending machines not filled or serviced exclusively by Bottler. Bottler may adjust the vend prices and/or commission rates as necessary to reflect changes in its costs, including cost of goods, upon prior written notice and approval by City. Commissions will be paid each month following the month in:which they are earned, with an • accounting of all sales and monies in a form reasonably satisfactory to the City;and shall become immediate property of City. l • 6 � 1 't R i 9 / __ H . . . . ^ � . I � ' ' , . • • 5 � � . i' . / � ' ' Exhibit. :; ) . ADVERTISING RIGHTS , - ` � .(Except as otherwise noted.the following rights may no be transferred or assigned by Bottler) ' / ` • • 1. Sponsor"m[��� Official status ' '�~-= _^ ~' -- - -- -- Non-Alcoholic � � will include Official Status Recognition for across non-alcoholic categories + . i.e. "Coca-Cola Official Soft Drink of Miami Beach"and Official Status Recognition for South ! | ' Beach across all non alcoholic beverage categories (i.e. "POWERADE Official Sports Drink . / q } ' ' ' hor3outh Beach') . . . 2. Official Sponsor Status (for Products) of all City-produced citywide Special Events, whether I ' now existing or as may exist in the future (i.e. including, without Umitation, and for example - , ' . purposes only Sleepless Nights); Bottler to have highest sponsorship level and benefits ! 1 / available other than presenting or title sponsorship. In addition, Bottler will be recognized as � � ! . the 'Title Sponsor" of City's "Fire on the �* Annum �ndependenoe Day Celebration" each � � � Agreement Year during the Term. ! � . 3. Recognition of Bdttleros the "Official Recycling Partner" for the City of Miami Beach &South �! i . / Beach • / � Joint Bottler/City L placement City and City-related websites (e.g. Miami Beach ' � , ' •��n �� M�i �� (� C� N�s� �� (� C� M� �� ` � Cultu(e web site (MBCulture.com); and any other City websites, whether now ex�t�gor as i / { | . may exis in the fut s\ tO such extent as permitted by any federal or state regulations on gay � |! ` domains. City will use reasonable oommercial efforts to include joint Bottler/City Logo on all � , ,printed convention and tourism n1eha�. as appropriate and available. ' ' 5. Waiver of any Special Event Po[nit and/or Permit AppUoaUnn Fees for Bottler's use of certain . Account Facilities for up to two (2) mutually agreed upon events per Agreement Year based ' • on availability. For purposes of the 8pecia|Eveht Permit and/or Permit Application Fee waiver, . these Facilities shall include public beachfront areas and Parks and Recreation facilities where • Special Events are permitted. All other fees and costs of production, including but not limited to, taxea, uecuhty, oanitadon, etc., shall be the responsibility of Bottler: Right may not be . transferred or assigned. • ' 6. Waiver of any rental or use fees for Bottler's use of certain City Facilities-for up to (two) 2 ' ' mutually agreed upon events per Agreement Year, based on availability. For purposes of the ' rental or use fee waiver, these Facilities shall include the use of meeting room space or - ! ' ballroom space at the Miami Beach Convention Center.All other fees and costs of production, ' ' . including but not limited to texao, security, audio/vioua}, deconaUon, etc., shall be the ' . responsibility of the Bottler. Richt may not be transferred or assigned. 7. Unlimited, royalty-free Product sampling at City produced and/or sponsored events; ' � . / Royalty-free Product sampling permits per Agreement Yeor, as follows: 48 permits each Agreement Year, but permits will be limited to not more than six (6) permits in any one . month period. Right may not be transferred or assigned. If Sponsor does not use all 48 . . permits by the and of each Agreement Year, any remaining permits will not roll-over to the following Agreement Year, but be forfeited. . 8.' Mutual agreement on the development and use nfmjoint logo between Bottler and Account. . 9. Right to use mutually agreed upon joint logo on any point-of-om|m, marketing materials, and/or . ' aignaQe that rnoybe mutually agreed upon. . ' 10. Royalty-free advertisement in City's magazine (i.e. MB Magazine); minimum of a quarter . • • . page each larger size as may be available. Right may be or assigned. � . 11 Royalty-free prominent advertisement in any Special Promotional Event programs or ' ' oo|\abana|s produced for City-produced citywide Special Promotional Events (i.e. including, | full .xhout limitation, July �m and Sleepless Nights). City shall use best efforts to �rovide a . . . page ad. ! . . . � ' ' � � i0 • � . . ' . ` . . i I : . / / ' . _ i 12.The right to brand City's public beach concession area(s)with approved Bottler and City joint i l branding graphics (e.g. concession stands, storage shed, umbrellas, etc.), subject ect to proposed branding meeting all necessary administrative and regulatory approvals. 1 Implementation of any approved branding shall be at the Bottler's expense. All trademark l usage must be pre-approved prior to usage. The erection of any other signage other than it ` II vending machine display shall be subject to approval by the City. ; 13. One Royalty-free joint City/Bottler message PSA advertising panel at the 5`" and Alton bus• . !I shelter; production/installation costs paid by Bottler. Minimum of full use of one PSA ad • Il panel for the entire term of the Agreement. '' i( • 14.Minimum of one (1) Royalty-free advertising panel at the 5°.and Alton bus shelter, on a space availability(remnant) basis; production/installation costs paid by Bottler. Right may be " • - transferred or assigned. i . • 15. Minimum of one (1) one-month Royalty-free electronic joint City/Bottler message PSA run ° on Atlantic Broadband and Welcome Channel; Additional months based on ongoing availability; 16. Minimum of one (1) unlimited run on MBTV of City/Bottler message PSA; . 17. Royalty-free POF ticket ad based an space availability; production costs paid by Bottler. Right may be transferred or.assigned. The parties agree to perform such additional marketing activities, as.the parties may mutually agree - , upon to drive traffic to the Facilities and to increase Product sales. . . • • • I • . 11 1 . . S • i • • a i , Exhibit 3 to Term Sheet MARKETING PROGRAM Bottler shall provide City for approval with the proposed annual marketing plan for promotion of the partnership no later than ninety (90) days prior to the beginning of each Agreement Year, except for the first Agreement Year when the marketing plan shall be provided to the City within ninety(90) days after execution of Agreement. The annual value of the marketing plan shall be no less than : $200,500, as determined in good faith by Bottler and based on generally accepted marketing • values. Some examples of activation may include the following; however, actual marketing programs will depend on availability of these programs. , E O Inclusion of the City in the My Coke Rewards program; or other customer reward program offered by Bottler, through an annual promotional program (e.g. sweepstakes): estimated value $100,000. or equivalent value.Activation based on availability • • Truck-back promotions program -value: $24,000/year based on availability Box Topper program-or other similar high-visibility promotional program;value:$25,000/year ' • Neck Ringer program: a Neck Ringer program shall be available with a minimum distribution of neck ringers • Touring Program: Bottler will bring the Open Happiness Tour, or such other promotional touring • program offered by Bottler,to the City based on availability. • • Bottler to develop and implement at least five (5) strategic marketing partnerships with the Account and the Bother's other sponsorship partners during the Term of the Agreement. Such • • strategic marketing partnerships may include, but are not limited to, cross promotion, product, tickets, etc., With other brands or products currently under a sponsorship or other • • . promotionallmarketing agreement with the Bottler. • . a Lebron James Event/celebrity event;value: $45,000 based on availability, or equivalent value • City acknowledges the intent of the Bottler to develop a joint marketing logo incorporating the • Bottler's mark and the City's mark. Bottler shall obtain approval from the City, in writing, of the joint logo for use in promotion of the Agreement, including, but not limited to, its use in all commercial, , marketing, media advertisements, web sites and promotional products. A party's use of the other party's marks in promotions, on products and signage, shall be first approved by the other party in writing, and all uses of a party's marks shalt be acknowledged as • that party's intellectual property and include appropriate trademark notices. • The parties agree to perform those additional marketing activities, as the parties may mutually agree • upon to drive traffic to the Facilities and to increase Product sales.City agrees to provide Bottler with reasonable marketing assets inventory(e.g.,to be used with a My Coke Rewards national • consumer sweepstakes, or other such similar sweepstakes) for mutually agreed upon promotions each year during the Term to promote Bottler Products and City. I • • 12 • • .a / ___..... ___-_--__- ________--_____-__-______'-_________-________ __'______'-___ ____._____'_i , / 1 | - - `- ' - ' - - - - ' . - � ' | ■ . � ^ . . / ` / . , � � Exhib�4mmTemnSheet / ) . . , ` • , . RECYCLING PARTNERSHIP � � i 1 | � ' . ' � ' ' Bo�ernhaUbedeo�natedthaof�u�l"RecydingPa�na�cf C�/ . ^ ! • ' ! ` ' | Of$15,000-$25,000):: Bn�erShaUprov�e. oLko Cost,the fo|�w�gmem'icea�xoduot (value \ ' w Assess, consult and offer a Recycling Program Plan for bottle/can recycling initiatives ° � Propose messaging ��rotegyforth� City's bottle/can recycling initiatives (within 90 days after ( / execution of Agreement) ' • l ' = nn � � py recycling n � / ! � Provide Recycling bins for pl uementin Facilities or.eAremd upun public areas(minimum of 15) _ • . toC\ty ot 8ot|orsnost; des/gnoub/eot tnreview/ondopprova|nfCity; , . / ' . ' • " Place reverse vending machines (crushers) �n vending bank� (n the FocU\Ues� minimum oy�ve � • (5) orumhmrop|anodduhng����rstY�eAgr�emmr�YeonaofMheTmnm. m�Bo�|e�scnst. , ° Use of Recycling Educational Vehicle (REV,) or other EducadunRecycling material, at City ! ' � ' | • evnts; scheduled at least.one time every 18 months during the Term. � • • i � ' . � . � i � } .| . • . | • ' � • . . . \ | ' • � ' `•/\ ' | ' • , . � � | � � ' | •' ` � > | ` | ) ' ] � ! '� ' ` ` ' i ' •� •� ` ' | ' . . . i ,� ' ' . ' • � . ` • � � . . ` . . . .� • , 13 •( " . . • i' ' - _- • • . . Exhibit 5 to Term Sheet l VENDING PROGRAM • Bottler shall place, at their cost, all vending machines in agreed upon locations pursuant to the following: • 1) Bottler shall provide to City within 90 days after execution of Agreement the proposed • equipment plan for the Agreement Term; to include the machine allocation plan by type.(e.g. • interactive vending machines, glass front etc.) and location; equipment replacement schedule; "l and vend front replacement and schedule for existing vending machines that need the vend front replaced. All equipment shall be UL energy star rated. 2) Bottler shall install vending machines within 180 days after the proposed equipment plan has been approved by all parties. Both parties agree that the installation of vending machines shall i be completed within 180 days after the proposed equipment plan has been approved by all • • • parties. Agreement execution. The already approved beach thematic vend fronts will be used • • unless other mutually agreed upon vend fronts have been selected and approved, and if beach thematic vend fronts are available_ The vend fronts shall include advertising panels for use by the City, as approved by Bottler, provided that the vending machines are equipped with advertising panel(s). Bottler shall pay all costs for the production and installation of the City vend front advertising panels..A minimum of two (2) and a maximum of four(4) City vend panel ads shall be produced/installed each.Agreement Year. 3) Bottler shall provide within 90 days after execution of Agreement the proposed credit card reader installation plan and schedule. All credit card reader installation shall be completed within Agreement Year One. , 4) City shall provide all electrical power necessary to operate the vending machines, and City shall pay up to S200 for the cost of any electrical modifications_ or connections necessary to • accommodate any new vending machine placement, upon mutual agreement of the proposed location for the placement of the vending machine, • • • 5) All vending machines remain the property of the Bottler. , 6) Bottler shall provide a product list to the City to be included in the vending program. Any V changes to the Product list shall be provided to the Account prior to Product placement in Va vending machine:Bottler shall work with the City's Parks and Recreation Department to identify the appropriate vending products for inclusion in vending machines located in any City park. The City's Park and Recreation Department shall provide approval, in writing, of the.Products to { be sold in the vending machines placed in City parks. V 7) Bottler shall maintain vending machines reasonably well-stocked with Products. , • • • • • • 14 • 6 • i • Exhibit 6 to Term Sheet I , INITIAL PRICE SCHEDULE* . Package Price per case . - 20 oz. CSD $17.85 • 12 oz. CSD $9.46 15.2 oz. MMJ T G $23.36 • 12 oz. DASAN I® $8.88 1 liter CSD $16.29 „ 20 oz.DASANI® $10.82 ` .20 oz.vitaminwater® $27.00 8 oz. CSD $16.00 20 oz. NESTER®/ • Minute Maid®Refreshment $17.85 20.oz. POWERADE® $19.00 16 oz. Monster® $34.00 . 2-liter CSD • $12.35 16.9 Honest Tea() $12.60 • 500 ml Gold Peak® $13.99 8 oz. aluminum bottle $16.48 S Post-Mix Price per gallon .5 gallon BIB CSD and NCB $12.24 .• 2.5 gallon BIB CSD and NCB $12.78 . - 5 gallon BIB Unsweet NESTEA® • $11.82 ' 2.5 gallon BIB Unsweet NESTEA® $12.40 . . 5 gallon BIB Premium NCB $12.75 . 2.5 gallon BIB Premium NCB $13.30 • 5 gallon BIB Frozen Dispensed $13.88 ' 2.5 gallon'BIB Frozen Dispensed $14.26 Cuss ' 24 ounce $52.89 per 1,200 •f I Lids 24 ounce $34.55 per 2,000 ' • CO2 20 lb. cylinder $25.00 per cylinder(plus$75:00 deposit) . . -All prices are per standard physical case and exclusive of taxes,deposits,handling fees.and recycling fees. Georgia 64 Oz Brew; Price per Case and package size: (Prices effective for the period:1/112012 3131/2012)(All coffee is priced FOB to Distributor,prices do not include any distributor markup.) Product Package Small Filters Large Filters (Frac) • . Dark Roast 100, 2.75 oz $110.38 $11 0.38 Light Roast 128, 2.25 oz $117.87 $117.87 Decaf , 75, 2.00 oz $67.95 $67.95 Organic 75,2.75 oz S110.10 $110.10 15 I t f I 1 . - 1 1 `$ 4 • i ;� i i 1 t Exhibit 8 1 f The term "Special Promotional Events" ("Event') shall mean and is limited to the following: } concerts; theatrical or comedic performances; conventions; trade shows; religious events; athletic • I events; or other special events occurring at a Facility that meet the following requirements: (i)they ; ace sponsored by a manufacturer, distributor, or marketer of Competitive Products under a master I • sponsorship agreement with the owner or operator of the subject Event (including, without I limitation, a concert or theatrical production company, or a trade show or convention production • ' company, but NOT including in any instance the City or its affiliates or agents); (ii) they are l conducted on a national or regional multi-market basis; (iii)they are NCAA.collegiate championship . athletic events; and, (iv) the event sponsorship agreement referred to in subsection (i) above • I requires.on--site temporary signage for Competitive Products. E i The term 'Special Promotional Events Exceptions" shall refer to those exceptions granted under the - . •Agreement, for each Agreement year, to permit the following fifteen (15) Special Promotional Events , i at the following Facilities: (i) four (4) events at the Miami Beach Golf Club;,(ii) four(4) events at the • I Normandy Shores Golf Club (The Miami Beach Golf Club and Normandy Shores Golf Club may also be referred to collectively herein as `Golf Courses");(iii) three (3) events at the Miami Beach • Convention Center ("Convention Center"); and (iv) four(4) City Approved major Sponsorship Public . Special Events (as defined below); provided, however,that the number limitation for City Approved • • Major Sponsorship Public Special Events shall be revisited and reviewed by the parties, in good . faith, at the conclusion of the third Agreement Year. a. Golf Courses and Convention Center/Special Promotional Events Exception. In any Agreement. Year, temporary signage (such as, but not limited to, banners) for Competitive Products may be displayed at each of the. Golf Courses during up to four (4) Special Promotional Events, and during up to three (3) Special Promotional Events at the . Convention Center ; PROVIDED, HOWEVER, that: (i) Sponsor's Beverage availability, Marketing, advertising, promotional, and other rights under this Agreement will not otherwise be affected during any such Event; (ii)Competitive Products may be distributed at • no cost, but no Competitive Products will be sold or otherwise made available during the Event(except as permitted in this exception); (iii) no blockage of any signage or other trademarkiservice mark display Sponsor may have'at the Facility will occur during the . Event, except for incidental-blockage due to the construction and/or placement of a person, stage or Other structure necessary to and actually used during the Event; or,in the case of NCAA championship events , religious events or political conventions where no advertising • is allowed and all advertisers are treated equal with all signage covered in the seated area - . of the Facility; (iv) all temporary signage for Competitive Products will be promptly removed from the Facility upon the conclusion of the Event;'and (v) at no time will the Competitive Products make any statements, or use any temporary signage, that uses the • trademarks/service marks of the City of Miami Beach, South Beach, Golf Courses or the Convention Center, nor in any way associate these Competitive Products with the City of . Miami. Beach,. "South Beach," the Golf Courses, or the Convention Center. The Special Promotional Events at the Golf Clubs and the Convention Center must occur over a period of no more than twenty-four (24) hours. The twenty-four hours does not include set up or tear down time required, or NCAA Championship events or political conventions which may exceed the aforestated time limitation. The Convention Center may use the three one day . . 17 , . I f • 1 • • I (one day = twenty-four hours) in the aggregate in each Agreement Year during the Term. ' . 1 Aggregate, as used in this paragraph, shall mean the total of twenty-four hours Multiplied by ) . . the total number of Special Promotional Events permitted, as provided for;herein. For t example purposes only, the Miami Beach Convention Center are provided three Special I Promotional Event Exceptions per Agreement Year. As such, the three Special Promotional i i Events may occur in the Miami Beach Convention Center for a total of 72 hours in an •• • Agreement year(24 hours x 3 events =72 hours/year). ' b. City Approved Major Sponsorship Public Special Events/Special Promotional Events Exception. In any Agreement Year, temporary signage (such as, but not limited to, , banners) for Competitive Products may be displayed during up to four (4) Special Promotional Events for City Approved Major"Sponsorship Public Special Events. The term ' "City Approved Major Sponsorship Public Special Event" shall refer to a City-approved • . public event (i.e. where public access is allowed either via no cost or via pre-purchased ; ticket) held on City property, and permitted pursuant to the City's approved Special Event • Permit process, as same may be amended from time to time during the T erm of this -- Agreement (for example purposes only, this may include, but not be limited to events such • • as Super Bowl Pepsi Jam and Red Bull Illume); and may also include an event sponsored . by a manufacturer, distributor or marketer of Competitive Products pursuant to a ' . sponsorship agreement with the owner, operator or promoter of the event; an event . conducted on a national or regional multi-market basis; and/or an event where a • • . Competitive Product is the naming, presenting, title, brought to you by, or other primary • sponsor of the Event. T.enriporary signage for Competitive Products at City Approved Major . . . Sponsorship Public Events may be displayed as an Event "naming sponsor", Event "presented by" sponsor, Event"brought to you by sponsor, or as a sponsor represented as , a "Gold" or "Platinum" (or such other equivalent) sponsor of the Event; PROVIDED, • HOWEVER, that: (i) Sponsor's Beverage availability, marketing, advertising, promotional, , • . and other rights under this Agreement will not otherwise be affected during any such Event; . (ii) no blockage of any signage at other trademark/service mark display Sponsor may have at the Facility will occur during the Event, .except for incidental blockage due to the construction and/or placement of a person, stage or other structure necessary to and • actually used during the Event; or, in the case of NCAA championship events, religious events or political conventions where no advertising is allowed and all advertisers are treated equal with all signage covered in the seated area of the Facility; and (iii) all temporary signage for Competitive Products will be promptly removed from the Facility upon the conclusion of the Event. At no time will the Competitive Products make any statements or use any temporary signage that uses the trademarks/service marks of the City of Miami Beach, "South Beach,' or the Facilities, or in any way associate these Competitive Products with the City of Miami Beach Facilities. Ndtwithstanding the above, Competitive Products` may be distributed, sampled or made available during a City Approved Major Sponsorship Public Special Event for which there is a Special Promotional Events Exception. Such • distribution, sampling or availability shall occur ONLY within the approved site plan for the . event. However, should concession service (sales) for any non-alcoholic beverage other than Products be required or necessary for the event, and there are no existing concessions at the location of the City Approved Major Sponsorship Public Special Event for which there • is a Special Promotional Events Exception, the City Manager shall submit a letter to Sponsor requesting that Sponsor grant a waiver to permit such sale at the Event; outlining the details of the exception and the business reasons for the request and such,request shall require Sponsor's prior written approval. Sponsor reserves the right to not approve the limited waiver for this purpose. Sponsor will notify the City Manager of whether the request . for waiver will be approved within twenty (20) business days of Sponsor receiving the City Manager's letter. - . g . l • f 1 aawtiaa —e um m« mw �v w. I _...._._..,...._.............._......_.._....._...........•_,... ._... _......,_..._ao_.... r u 1 • • • • • I• • The Special Promotional Event Exception for a City Approved Major Sponsorship Public Special Event must occur over a period of no more than seventy-two (72) hours.The seventy-two hours does not include set up or tear down time required, or NCAA Championship events or political conventions which may exceed the aforestated time limitation. The seventy-two hours may be used in the aggregate in each Agreement Year during the Term. Aggregate, as used in this paragraph, shall mean the total of seventy-two hours multiplied by the total number of Special Promotional Events Exceptions, as provided for herein. As such, the four Special Promotional Events may occur on public property for a total of 288 hours in an Agreement year(72 hours x 4 events=288 hours/year). c. Other permitted Exceptions. Exhibitors at Conventions or trade shows, or third party exhibitor set ups at Facilities shall have the right to serve Competitive Products within their booth provided that same is limited to the duration of the corresponding event and, provided further, that the Competitive Products are not marketed, advertised or promoted in association with the City of Miami Beach and/or the Facilities, and their respective trademarks. For example purposes only. a Cadillac booth at the Auto Show in the Convention Center would be allowed to give away bottled water with the Cadillac Logo. Notwithstanding, Sponsor's .l • Products would continue to be the only Products allowed to be sold, distributed or sampled at the Facility's concession operations. d. Competitive Beverages may also be permitted to be distributed, at no cost, at third party . . . events that are not affiliated with the City, but where the City has permitted the event .• through the issuance of a City of Miami Beach Special Events Permit, subject to the City's notification to Sponsor prior to the event; and, provided further, that the third party event operator is not a manufacturer, distributor or seller of a Competitive Product; that the Competitive Products are not marketed, advertised or promoted in association with the City of Miami Beach or the. Facilities, and their respective trademarks; that no Competitive Products will be sold during such event; and that the distribution of the Competitive Product is limited to Special Event Permit Area,(as such term is defined in the City's Special Event • Permit Guidelines, as same may be amended form time to time through the Term of this Agreement). For example purposes only, a third party event contemplated under this paragraph might include, but not be limited to, a walkathon or marathon where one of the event sponsors might request to be permitted to distribute free bottled water to the event participants. Notwithstanding the above, Sponsor shall have first right of refusal to provide donated Beverages through a sponsorship agreement to the non-profit events,,permitted by the City through the issuance of a City of Miami Beach Special Events Permit, known as the White Party, Winter Party, and Miami Beach Pride (based on the level of non-alcoholic Beverages provided for the White Party, Winter Party and Miami Beach Pride events in 2012.) for the sale of these Beverages by these three (3) events as part of their annual charity fundraisers_ If Sponsor elects to participate, Sponsor will notify the organizer six(6) months prior to start date of White Party, Winter Party and Miami Beach Pride events. If at any time during the Term the Sponsor cannot or does not provide donated non-alcoholic Beverages through a sponsorship agreement to these three (3) non-profit events for this - purpose, these three (3) events shall be permitted to secure Competitive Products for use and sale consistent with the use and sale of non-alcoholic Beverages in the 2012 White Party, Winter Party and Miami Beach Pride events. • Per Section 9 of Term Sheet, No Competitive Products may be sold, dispensed, sampled or served • - anywhere at the. Facilities, or on the City's public rights-of-ways, unless otherwise expressly spelled out in the Agreement. 19 i • n "' 2014 Product List 1111i' II ill 1' O s 2��se 20eatyetes 24cndaisa uteri k n .or E 12 r.l jG Sam-nliet iii Mountain Blast XXX(Blueberry Pomegranate) Coca Fruit Punch Power C(Dragon Fruit) Coke Zero Lemon Lime Focus(Kiwi Strawberry) Vanilla Coke Orange Essential(Orange) Cherry Coke Strawberry Lemonade Energy(Tropical Citrus) Cherry Coke Zero Grape Multi•V(Lemonade) Diet Coke s01OS0 Revive(Fruit Punch) Caffeine Free 0.1 Coke Z840 Colense(Raspberry Apple) - Diet Coke wl Lime Fruit Punch(Rod) Attention 1 Spy Grapelpurple) ^en oer sert^.etec Sprite Zero Muted Barry(Blue) Mello Mello Squeezed(Lenaosde) Rugs Root Seer ••••• XXX(Blueberry Pomegranate) Pibb Xtra FUZE Go Go(Mixed Berry) Seagram's Ginger Ale "•"••'""•'^ Glow Fanta Orange 111121L Mega-C(GrapeRseerry) Fines Orange Zero Strawberry Melon Rise(Orange) Fanta Grape Peach Mango 16InL 5ek r 24 case Fanta Strawberry Tropical Punch XXX XXX Zero Minute Maid Lemonade Cranberry Raspberry Power C. Sauanred Zero Minute Maid Pink Lemonade Blue Raspberry Revive Rise Zero Minute Mans Fruit Punch Acai Berry Pomegrandte Fuze Sweet Tea Banana Coloda Fuze Lemon Tea 110Z GLASS Settles . , Ps Fuze Diet Tea aidaciat a per are Fuze Strawberry Tea Coca-Cola Classic Cappuchrno Flinn Diet Coke Later Macehralo tili i Black(er(glnal) •' Sprite Mochaccino 20oz Bottle Ukase Blue Agave Carte 13..otl 24/case Reps.Berry Der case Ins 22 tt ti.Sos(.SLiter}Bottles Ukase Red Berry 1��� 12oz Bottles/24 case 11 12 per case N21 ,, 120zCan Were ere 14olCans lAicsta ; Coca•Cola Classic Fresco*Id Black Cherry Duane Flavors .,__ Original(Orange Mango) Coke Zero Barq's Root Beer I ,-; Grape Caffeine Free Classic Diet Barq's Root Beer• Lemon ($oz Cans tZ,case Vanilla Coke Pibb Xtra Strawberry Charted Citrus Cherry Coke Pibb Zero Sugar Free Cherry Coke Zero Minute Maid Lemonade amlubm AtiaF' Loaded Cherry Diet Coke Minute Maid Pink Lemonade t b i - Diet Coke wi Spienda Minute Maid Fruit Punch Strawberry Kiwi MONSTER IT•„*.,,,,• Caffeine Free diet Coke ti Maid Lite Lemonade Muted Sorry 111oa.Cans Maas* Diet Coke w/Lime Feasts Orange Pineapple Coconut Onginai•Green Tab Fanta Strawberry Pink Lemonade Lo Cart-Blue Sprite Fanta Grape Grape Assault-iced Spnte Zero(Diet) Fanta Orange Zero Cherry Pomegasnte Khaos.orange Fresco Seagraen's Ginger Al. Absolute Zero.BlueiPurplr Fresea sel Peach S•■nrsm's Diet Ginger Ale• 20oa Settles 24/case Absolute Ultra-Whiff 750 Ml.Spacesuit'WCas• 15.2oz Cans 24/case 1.0 L 12/case Rehab-Malt Tea hair Lemonade 1.5 L.12/case Rehab-Orangeade 1 r Rvnab-Gruen Tsa I'm-Coconut Water Rvnab-Rojo Red Tea Pelee Te s 27 Cant ft 1402 PET Na.Ghee,P eapp*t2/veer Caddy Shack(half I half) 11.2oz Tetra Net 12/case Monster lava •._,). Texas Tea(sweet lee) 1.0 L Nd,Choc 12/case 15.Carts 12kaso in mere Trot Pink Lemonade Mean Bean Reulehorry(raspberry) %tint- Loco Mace Snowberry(white berry) NI,,- Venilta Light Georgia Peach 100%Orange Juice E - Toffee Green Tee 100%Apple Juice Kona Bland Sweet Lemon 100%Cranberry Apple Raspberry Irish Blend 100%Cranberry Grape 100%Ruby Red Grapefruit Bowan.4hret/t "E „gab. Gold Peas Tee/fief Bogy 12 oar* 100%Strawberry eassionfrurt }foe Cans 12tcas• Ill j►! Sweet Tropical Blend Chc.axle t"-- (;p Lemon Berry Blend Cr`t,•.- Owl •„r:a Green C�Peiwr_tt 121111 Unawsel Lee Chocolate Powerade Zero Drops Ctlbeojaq ROI Mountain terry Strawberry Banana Fruit Punch 10.10E t Con Ptatlomt Orange NIS Fruit Punch Chocolate Green Apple Vanilla Orange m lanai. Zero Cal Leonade Seer Raspberry Honey Green Tea Very Bony ar11..n Fees.are tssor.t3oe t----'17111t Peach While Tea Not 2 Sweet Black Raspberry •"r Half n Half Tee Raspberry Merlcan Coke 355m(.71pk f Orange Mango Coke de Mexico t Strawberry Cut ��gg ■ Manor AM Mar 12'Cale Fanta Orange Be Mesieo Lemon•Lot.. Ill I Pomegranate Blue Berry Spnte de Mexico �: Watermelon Punch Iii Orange Mango Supertruit MANAGEMENT AGREEMENT BETWEEN CITY AND TRF FOR THE MGMT OF THE NORTH SHORE BAND SHELL EXHIBIT II RESOLUTION NO.2014-28874 Page 41 of 41 RESOLUTION NO. 2014-28874 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING AND ADOPTING OPERATIONAL GUIDELINES FOR THE NORTH SHORE BAND SHELL RELATING TO FACILITY HOURS AND USE OF AMPLIFIED SOUND. WHEREAS, activation of the North Shore Band Shell (Band Shell) itself was one of the most mentioned action items during North Beach Revitalization public input meetings to provide entertainment to the residents of the area and to attract visitors to the area; and WHEREAS, the Mayor's Blue Ribbon Panel on North Beach recommended that the City maintain more control over Band Shell sound, including a recommendation to acquire, install, and maintain a house sound system at the Band Shell and a review of other measures that would direct sound away from neighboring properties or absorb the sound before reaching these properties; and WHEREAS, the City contracted with Edward Dugger and Associates, P.A. (EDA) for architectural acoustic and audio video system consulting services; and WHEREAS, EDA conducted site visits and reviewed architectural plans for the facility to develop a sound m odeling test and a preliminary recommended audio system equipment configuration, which was then tested during a concert produced by the Rhythm Foundation, Inc. on November 7, 2014 and November 8, 2014; and WHEREAS, following the test, and in order to reduce the acoustic impact to the surrounding commercial and residential properties, EDA recommended a series of equipment, which included the use of a subwoofer and line array approach; setting the audio levels for the whole audio system at a maximum level of 105 dBC; and including a Studio Six Digital SPL Traffic Light program at the in-house mix position, allowing the Sound Pressure Levels to be monitored, as this software system will display green, yellow and red lights when sound exceeds the pre-established levels, and will further generate time graphs and recording of the event, isolating and identifying noise at a given point (collectively referred to herein as the "House Sound System"; and WHEREAS, the City Administration recommends implementing the recommendation of EDA, which will significantly reduce noise intrusion experienced by the residents of the neighboring properties; and WHEREAS, the City Administration also recommends approving the following operational rules, which would be incorporated into The Rhythm Foundation Management Agreement and would be required of any other user of the Bandshell: Facility Hours: • From 10:00 am to 10:00 pm; • City Manager has authority to extend hours on weekends (Fridays and Saturdays) to 11:00 pm, on a case by case basis; • Shall only use House Sound System. Users may not rent or bring temporary sound equipment for any event; and • Sound levels may not exceed 105 dBC. NOW, THEREFORE, BE IT DULY RESOLVED THAT THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA hereby approve and adopt the Operational Guidelines for the North Shore Bandshell, as set forth herein, relating to the facility hours and use of amplified sound. PASSED and ADOPTED this 17th day of December, 2014. Philip Levine, Mayor ATTESTED BY: Rafael E. Granado, City Clerk i - T:\AGENDA\2014\December\TCED\Bandshell Park Operational Guidelines Reso.docx APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION V5 City Attorney 1 Da..ate 7 •