2015-29226 Reso RESOLUTION NO. 2015-29226
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, APPROVING THE SUBSTANTIVE
TERMS, AS SET FORTH IN THE DRAFT AGREEMENT ATTACHED
AS EXHIBIT "A" TO THIS RESOLUTION, BETWEEN THE CITY AND
A NATIONAL SALUTE TO AMERICA'S HEROES, LLC (APPLICANT),
FOR THE PRODUCTION OF AN AIRCRAFT FLIGHT
DEMONSTRATION AND AQUATIC SHOW WITH ANCILLARY
ACTIVITIES SUCH AS ENTERTAINMENT, EXHIBITS, CONCESSION
SALES, COMMENCING ON JANUARY 1, 2016, AND ENDING ON
DECEMBER 31, 2021; AUTHORIZING THE CITY MANAGER TO
NEGOTIATE AND FINALIZE THE AGREEMENT BASED ON THE
APPROVED TERMS SET FORTH HEREIN, AND, FURTHER
AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE
FINAL AGREEMENT UPON CONCLUSION OF SUCCESSFUL
NEGOTIATIONS, PROVIDED THAT IN THE EVENT THAT THE CITY
AND APPLICANT DEEM IT NECESSARY TO INCLUDE ANY NEW
-SUBSTANTIVE TERMS (WHICH ARE NOT CONTAINED IN THE
ATTACHED DRAFT AGREEMENT) THEN SUCH NEW SUBSTANTIVE
TERMS SHALL BE SUBJECT TO PRIOR APPROVAL BY THE
MAYOR AND CITY COMMISSION BEFORE FINAL EXECUTION
THEREOF.
WHEREAS, Applicant has requested approval from the City to conduct its aircraft
flight demonstration and aquatic show with ancillary activities such as entertainment,
exhibits, souvenir sales and refreshment sales (hereinafter referred to collectively as the
"Air and Sea Show" or"Event"); and
WHEREAS, City has been advised that, due to the scope and magnitude of the
proposed Air and Sea Show, Applicant desires a contract with City for an initial term of
five (5) years so that Applicant can appropriately plan the commitment of resources,
sponsors, subcontractors and finances; and
WHEREAS, City recognizes that the Event is a unique branded event requiring
significant capital and time investment and, as such, is willing to enter into a draft agreement
with Applicant, subject to the terms and conditions contained in the attached Exhibit"A," and
subject further to the conditions contained in this Resolution with respect to negotiation of
the final Agreement.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH FLORIDA that the Mayor and City
Commission hereby approve the substantive terms, as set forth in the draft agreement
attached as Exhibit "A" to this Resolution, between the City and A National Salute To
America's Heroes, LLC (Applicant), for the production of an aircraft flight demonstration
and aquatic show with ancillary activities such as entertainment, exhibits, concession
sales, commencing on January 1, 2016, and ending on December 31, 2021; authorizing
the City Manager to negotiate and finalize the agreement based on the approved terms
set forth herein, and, further authorizing the Mayor and City Clerk to execute the final
agreement upon conclusion of successful negotiations, provided that in the event that
the City and applicant deem it necessary to include any new substantive terms (which
are not contained in the attached draft agreement) then such new substantive terms
shall be subject to prior approval by the Mayor and City Commission before final
execution thereof.
PASSED and ADOPTED this Pi-1.day of Decer'ibei 2015.
ate.
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Philip Le ine, Y�, „
ATTESTED B : ,,.,, /. /
/ 1 Rafael E. Granado, Cit Cl-,;:i``B E.``n*11S
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COMMISSION ITEM SUMMARY
Condensed Title:
A Resolution Approving The Substantive Terms, As Set Forth In The Draft Agreement Attached As
Exhibit "A" To This Resolution, Between The City And A National Salute To America's Heroes, LLC
(Applicant), For The Production Of An Aircraft Flight Demonstration And Aquatic Show With Ancillary
Activities Such As Entertainment, Exhibits, Concession Sales, Commencing On January 1, 2016, And
Ending On December 31, 2021; Authorizing The City Manager To Negotiate And Finalize The
Agreement Based On The Approved Terms Set Forth Herein, And, Further Authorizing The Mayor And
City Clerk To Execute The Final Agreement Upon Conclusion Of Successful Negotiations, Provided
That In The Event That The City And Applicant Deem It Necessary To Include Any New Substantive
Terms (Which Are Not Contained In The Attached Draft Agreement) Then Such New Substantive
Terms Shall Be Subject To Prior Approval By The Mayor And City Commission Before Final Execution
Key Intended Outcome Supported:
I Maximize The Miami Beach Brand as a World Class Destination
Supporting Data(Surveys, Environmental Scan,etc.):
The 2014 Community Satisfaction Survey shows that 64% of residents (compared to 71% in 2012),
believe the City has about the right number of major events.
Item Summary/Recommendation:
From 1995 to 2007, the City of Fort Lauderdale hosted the Air and Sea Show on a four mile stretch of
beach from Oakland Park to Las Olas Boulevard, which attracted hundreds of thousands of resident
locals, domestic and international visitors. From its inception, the Fort Lauderdale Air and Sea Show
was produced by Mickey Markoff, president of MDM Group, Ltd.
At the September 2"d, 2015 Commission meeting, Commissioner Grieco proposed introducing the Air
and Sea Show to Miami Beach during Memorial Day Weekend. The Commission agreed to begin
negotiations with Mickey Markoff, and draft an agreement for the production of the show. The
Administration and Mr. Markoff have negotiated and drafted the attached agreement for your
consideration.
Historically, the City has enacted enhanced staffing during Memorial Day Weekend. With the enhanced
staffing already in place, the City will provide all necessary personnel to provide public safety at the
Event Site and Event Impact Areas. These services shall include without limitation crowd control, traffic
management, fire rescue, ocean rescue, emergency medical services, and police services. In the event
that the Applicant requires any additional services or expansion of services, the Applicant shall be
responsible for the payment of all costs and expenses to the City.
The Agreement is being presented for your consideration.
Advisory Board Recommendation:
N/A
Financial Information:
Source of Amount Account Approved
Funds: 1
OBPI Total
Financial Impact Summary: The City will provide all necessary personnel to provide public safety at
the Event Site and Event Impact Areas. These services shall include without limitation crowd control,
traffic management, fire rescue, ocean rescue, emergency medical services, and police services. City
shall be responsible for initial expenses up to the amounts associated with Memorial Day Weekend for
the immediately preceding calendar year, adjusted annually for either (1) wage increases for personnel
• for the foregoing City departments or (2) inflation utilizing the United States Bureau of Labor Statistics,
Consumer Price Index for All Urban Consumers; U.S. City average (1982-84=100), whichever is lower,
for the Event (the "City's Initial Contribution"). Applicant shall be responsible for all City's costs and
expenses above the City's Initial Contribution up to the maximum not-to-exceed amount of $200,000,
with City and Applicant to be mutually responsible for all costs in excess thereof.
City Clerk's Office Legislative Tracking:
Max Sklar, ext. 6116
Sign-Offs: ,
De •/m;1 t !'recce Assistant City Manager i Manager
MAS =My KGB JLM
T:IAGEND:X01: • ober\TCED\Air and Sea Show Commission Summ.docx
Agenda Item R7H
MIAMIBEACH -Date IZ-q i S
MIAMI BEACH
City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachfl.gov
COMMISSION MEMORANDUM
TO: Mayor Philip Levine and Members of he City Co ission
FROM: Jimmy L. Morales, City Manager '
DATE: October 14, 2015
SUBJECT: A RESOLUTION OF THE MAYO AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORID APPROVING THE SUBSTANTIVE
TERMS, AS SET FORTH IN THE DRAFT AGREEMENT ATTACHED
AS EXHIBIT "A" TO THIS RESOLUTION, BETWEEN THE CITY AND
A NATIONAL SALUTE TO AMERICA'S HEROES, LLC (APPLICANT),
FOR THE PRODUCTION OF AN AIRCRAFT FLIGHT
DEMONSTRATION AND AQUATIC SHOW WITH ANCILLARY
ACTIVITIES SUCH AS ENTERTAINMENT, EXHIBITS, CONCESSION
SALES, COMMENCING ON JANUARY 1, 2016, AND ENDING ON
DECEMBER 31, 2021; AUTHORIZING THE CITY MANAGER TO
NEGOTIATE AND FINALIZE THE AGREEMENT BASED ON THE
APPROVED TERMS SET FORTH HEREIN, AND, FURTHER
AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE
FINAL AGREEMENT UPON CONCLUSION OF SUCCESSFUL
NEGOTIATIONS, PROVIDED THAT IN THE EVENT THAT THE CITY
AND APPLICANT DEEM IT NECESSARY TO INCLUDE ANY NEW
SUBSTANTIVE TERMS (WHICH ARE NOT CONTAINED IN THE
ATTACHED DRAFT AGREEMENT) THEN SUCH NEW SUBSTANTIVE
TERMS SHALL BE SUBJECT TO PRIOR APPROVAL BY THE
MAYOR AND CITY COMMISSION BEFORE FINAL EXECUTION
THEREOF
BACKGROUND
From 1995 to 2007, the City of Fort Lauderdale hosted the Air and Sea Show on a four
mile stretch of beach from Oakland Park to Las Olas Boulevard. Throughout the years,
the City of Fort Lauderdale has attracted hundreds of thousands of resident locals,
domestic and international visitors for the Air and Sea Show. It was an event that at one
point had been televised in 144 countries and generated millions of dollars in economic
impact for the City of Fort Lauderdale.
From its inception, the Fort Lauderdale Air and Sea Show was produced by Mickey
Markoff, president of MDM Group, Ltd. Founded in Chicago in 1986, MDM Group, Ltd.
became an industry leader in the development of multi-dimensional marketing strategies
and the creation of special events. MDM Group, Ltd. has produced a multitude of events
that have include the McDonald's National Salute to America's Heroes, Florida Marlins'
World Series Championship Victory Boar Parade, Disney World's 20th Birthday Party,
IceHouse Beer Truck Drop, and the 200th Anniversary of the US Coast Guard.
At the September 2nd, 2015 Commission meeting, Commissioner Grieco proposed
introducing the Air and Sea Show to Miami Beach during Memorial Day Weekend. The
Commission agreed to begin negotiations with Mickey Markoff, and draft an agreement
for the production of the show.
ANALYSIS
The Administration and Mr. Markoff have negotiated and drafted the attached agreement
for your consideration. The substantive terms are as follows:
1. The proposed Air and Sea Show to have an initial term of five (5) years
commencing January 1, 2016 and ending December 31, 2021.
2. Within the initial term, the Air and Sea show is subject to cancellation of the
Agreement by a motion approved by the City Commission. The Applicant may
also elect to terminate the agreement during the term prior to the August 1St of
the year preceding the next Air and Sea Show Event.
3. In the event the Air and Sea Show is canceled by the City, the City shall not
produce or permit the production of an air and sea show on the City's beach for
two (2) calendar years.
4. The City will provide all necessary personnel to provide public safety at the Event
Site and Event Impact Areas. These services shall include without limitation
crowd control, traffic management, fire rescue, ocean rescue, emergency
medical services, and police services.
5. City shall be responsible for initial expenses up to the amounts associated with
Memorial Day Weekend for the immediately preceding calendar year, adjusted
annually for either (1) wage increases for personnel for the foregoing City
departments or (2) inflation utilizing the United States Bureau of Labor Statistics,
Consumer Price Index for All Urban Consumers; U.S. City average (1982-
84=100), whichever is lower, for the Event (the "City's Initial Contribution").
Applicant shall be responsible for all City's costs and expenses above the City's
Initial Contribution up to the maximum not-to-exceed amount of $200,000, with
City and Applicant to be mutually responsible for all costs in excess thereof.
6. In the event that the Applicant requires any additional services or expansion of
services, the Applicant shall be responsible for the payment of all costs and
expenses to the City.
7. The Applicant shall be the responsible party for obtaining commitment of
resources, sponsors, subcontractors and finances. The City shall approval all
sponsors of the Event, all goods and services to be promoted, and all items to be
distributed, sold, or given away. The Applicant agrees to list the City of Miami
Beach as a co-sponsor of the Event on all promotional material and advertising
for the Event.
8. The City shall be responsible for all clean-up costs and expenses associated with the
removal of trash and debris that accumulates on any portion of Event Site, or in the
designated Event Impact Areas.
9. It will be the responsibility of Applicant to arrange, coordinate, and pay for all
parking at City facilities and any transit services from these facilities to the Event
Site. All proposed shuttle routes and bus stops shall be approved by the City
Manager as part of the MOT Plan.
10. Applicant agrees to secure a bond in an amount equal to one hundred and ten
percent (110%) of the estimated cost of services for the Applicant requested
additional services or expansion of services requested by Applicant, for the Event
including, without limitation, public safety, maintenance, cleanup, utility
connections, breakdown and removal, storage and repair or replacement of
property.
Historically, the City has enacted enhanced staffing during Memorial Day Weekend. With
the enhanced staffing already in place, the City will provide all necessary personnel to
provide public safety at the Event Site and Event Impact Areas. These services shall
include without limitation crowd control, traffic management, fire rescue, ocean rescue,
emergency medical services, and police services. In the event that the Applicant
requires any additional services or expansion of services, the Applicant shall be
responsible for the payment of all costs and expenses to the City.
CONCULSION
As directed by the City Commission on September 2, 2015, the Administration has
negotiated the attached Agreement with A National Salute to America's Heroes, LLC for
an Air and Sea Show beginning in 2017 during Memorial Day Weekend. The
Agreement is being presented for your consideration.
JLM/KGB/MASNP
T:WGENDA\2015\October\TCED\Air and Sea Show Commission Memo.docx
AGREEMENT
THIS AGREEMENT is entered into on this day of , 2015,
between
THE CITY OF MIAMI BEACH, a municipal corporation of the State of Florida,
hereinafter referred to as "City",
and
A National Salute to America's Heroes, LLC, a Florida Limited Liability Company
hereinafter referred to as "Applicant".
WHEREAS, Applicant has requested approval from the City to conduct its aircraft flight
demonstration and aquatic show with ancillary activities such as entertainment, exhibits,
souvenir sales and refreshment sales (hereinafter referred to collectively as the "Air and Sea
Show" or"Event").
WHEREAS, City has been advised that, due to the scope and magnitude of the
proposed Air and Sea Show, Applicant desires a contract with City for an initial term of five (5)
years so that Applicant can appropriately plan the commitment of resources, sponsors,
subcontractors and finances.
WHEREAS, City recognizes that the Event is a unique branded event requiring significant
capital and time investment and, as such, is willing to enter in to this agreement with Applicant,
subject to the terms and conditions contained herein.
NOW THEREFORE, in consideration of the mutual promises and covenants contained
in this Agreement, and other good and valuable consideration, the receipt and adequacy of
which are acknowledged, the parties agree as follows:
1. RECITALS INCORPORATED. The foregoing recitals are incorporated herein by reference.
2. DEFINITIONS. For the purposes of this Agreement, the Definitions set forth below are
agreed upon by the parties:
a. "Agreement*' means this Agreement between the City and Applicant,
including all of the attached and/or referenced Exhibits, as the same may be
amended from time to time, in writing signed by both parties and with any such
amendment, as to the City, further subject to the approval of the Mayor and City
Commission.
b. "Applicant" means A National Salute to America's Heroes, LLC, a Florida Limited
Liability Company authorized to do business in the State of Florida.
c. "City" means the City of Miami Beach, Florida, a municipal corporation of the State
of Florida.
d. "Contract Administrator" means, as to City, the City Manager or his designee, and,
as to Applicant, the Manager of A National Salute to America's Heroes, LLC, or
Page 1
his/her designee. In the day to day oversight and administration of this Agreement,
and except where otherwise provided herein, contrasted with the parties may rely
upon instructions or determinations made by the respective Contract Administrators.
The Contract Administrators may not make any change to this Agreement without the
approval of a written amendment to this Agreement, executed by City and
Applicant and, as to City, further subject to the prior approval of the Mayor and
City Commission.
e. "City Manager" means the City of Miami Beach's City Manager or his or her
designee.
f. "City Commission" means the City of Miami Beach City Commission.
g. "Event Impact Areas" means the areas outside the Event Site that are directly
impacted by the Event. The Event Impact Areas shall be determined by the City
Manager, in his sole and responsible discretion; provided, however, that the City
Manager may (but shall not be obligated to) consult with Applicant prior to
making his determination. In the event of a disagreement between Applicant and the
City regarding the Event Impact Areas, the City Manager's decision :shall be final
and binding upon the parties as to the determined Event Impact Areas.
h. "Event Period"means the dates of Memorial Day Weekend annually.The Air and Sea
Show shall take place annually on Memorial Day Weekend over a three-day period
beginning on a Friday and ending on a Sunday. The Applicant may utilize the
Thursday immediately preceding the Event as a practice day for performers and
equipment utilized or performing during the Event. No concessions or hospitality tents
shall be operating or open during the,practice day. The Event Period may be revised
upon the mutual consent of the City Manager and the Applicant, and, if revised, any
new Event period shall be memorialized as a formal written amendment to this
Agreement, and shall be subject to approval by the City Commission.
"Breakdown" shall mean the use of heavy equipment, machinery or vehicles which
use backup alarms in the deconstruction of the Event structures in a manner that may
produce noise or otherwise disturb area residents. The term Breakdown shall not
include the clean-up or wind-down of Event operations in a manner that does not
involve heavy equipment and machinery.
j. "Event Site" means, the area within the City used to hold the Event and shall
generally refer to the area east of Ocean Drive, from 5th Street — 15th Street; as
more specifically described in Exhibit"A" hereto.
k. "Maintenance of Traffic Plan" shall have the meaning given to such term in Section
6.
"Public Safety Plan"shall have the meaning given to such term in Section 5.
m. "Repair" shall mean any work (including all third party labor, supplies, materials
and equipment) reasonably necessary to repair, restore, or replace any property,
equipment, building, structure, ,or any other component within the Event Site, if such
work is necessitated by any damage or destruction caused by (i) the acts or
omissions of the Applicant and/or its employees, contractors, subcontractors,
Page 2
and/or agents; and/or (ii) the acts or omissions of third parties, including licensees
or invitees of the Applicant.
n. "Restricted Event Area" shall mean the restricted area located within the Event
Site utilized by Applicant for command and control, landing zone, operations, and
hospitality.
o. "Event Site Plan"shall have the meaning given to such term in Section 4.
p. 'Term" shall have the meaning given to such term in Section 21.
3. PERMISSION TO USE, Subject to the terms and conditions in this Agreement, Applicant
shall be entitled to use the Event Site, in order to conduct its Air and Sea Show. The actual
extent of the area within the Event Site to be used shall be limited by the water line and the
Maintenance of Traffic ("MOT") Plan. The right to use the Event Site shall not imply that the
Applicant is allowed to close streets and transportation corridors that are defined as part of the Event
Site, unless such closures are approved, in writing, by the City Manager, in his sole and reasonable
discretion.
The City Manager or his designee shall have the right to approve or deny the use of all
promotional materials and advertising for the Event, which approval shall not be unreasonably
withheld. If, upon review, the City Manager or his designee denies the use of certain promotional
materials, the City shall identify with specificity the basis for such denial, and the Applicant shall
use best efforts to remove the specifically restricted materials.
Applicant agrees to list the City of Miami Beach as a co-sponsor of the Event on all promotional
material and advertising for the Event.
The parties agree that alcohol shall only be permitted in the Restricted Event Area Applicant's
alcohol sales during the Event shall be governed in accordance with all applicable Florida
Statutes and sections of the City of Miami Beach Code of Ordinances.
4. CITY SPECIAL EVENT PERMIT APPLICATION: Not less than one hundred twenty
(120) days prior to the first day of the Event Period, Applicant shall complete and submit a
Special Event Application and provide the City with the following:
a. For the Event Site, a detailed Site Plan for the Event showing locations that will be
designated for Applicant's exclusive use (including, without limitation the Restricted
Event Area), detailing the locations of any tents, sanitary facilities, parking, stages,
booths, concessions, alcoholic beverage service areas, etc. and the boundary
lines, including those down to the waterline (as allowed by law), of any fences,
barriers etc. to be constructed at the Event Site, and (the times when such borders,
fences and/or facilities will be constructed, operated and dismantled. The Site
Plan shall be subject to the review and approval by the appropriate City
departments. After review by the appropriate City departments, the final
proposed Site Plan shall be subject to the review and written approval of the City
Manager. A final inspection will be conducted by the City immediately prior to the
Event to ensure that the location of all tents, booths, sanitary facilities, stages,
etc. are in accordance with the City approved Site Plan and all Applicable Laws.
The City approved Site Plan shall be incorporated into this Agreement as Exhibit
"D" hereto.
Page 3
b. A description of all activities and events to occur at the Event Site,
(including,, without limitation, the Restricted Event Area) including permissible
activities and any maintenance of the waterline fence, barrier, and/or borders
during the Event.
c. The cellular and business phone numbers of the individuals in charge of the
various aspects of the Event.
d. Copies of all appropriate permits and licenses required by the City. These permits
include, but are not limited to, permits necessary for tents, merchandise, food and
beverage vendors, and electrical connections.
e. All sponsors of the Event, all goods and services to be promoted, and all items to
be distributed, sold, or given away must have the prior written approval of the
City Manager, which approval if given at all, shall be at the City Manager's sole
discretion.
f. Applicant shall provide any other deliverable required by the City Manager,
whether same is required pursuant to the City's Special Event Rules and
Regulations, which are attached and incorporated as Exhibit " " hereto, or
whether required in order to safeguard and ensure the health, safety, and welfare
of the City's residents and visitors during the Event Period.
5. PUBLIC SAFETY PLAN FOR THE EVENT. Because of the physical size of the Event
and the number of people that may attend, City shall arrange for all necessary personnel, at City's
expense and further in such type, manner and number, as it may be determined by the City
Manager, in his sole and reasonable discretional.judgement, to ensure the appropriate level of
public safety at the Event Site and Event Impact Areas, but not for the Restricted Event Area,
which shall be provided at Applicant's expense. The parties may consult with each other in regard
to the levels of security, including the scaling down of such services for the set up and tear down of
the Event. Applicant is required to provide signage, and will set up and remove such signage at no
cost to the City.
a. The Applicant shall .provide a Public Safety Plan for the City Manager's review
and approval, no later than one hundred and twenty (120) days prior to the date
of the Event. This plan shall include, but not be limited to, the Applicant's planned
actions to respond to and mitigate various potential criminal and/or emergency
incidents which may occur during the Event. The Applicant's Public Safety Plan
shall be subject to review and approval by the City Manager. After receiving the
Public Safety Plan from the Applicant, the City shall work with the Applicant in order
to properly determine the number of personnel necessary to effectively and
efficiently carry out the Public Safety Plan. The City shall develop an anticipated
budget for the Public Safety Plan and other City services, and provide the
anticipated budget to the City Manager. The City Manager shall have the
absolute sole right and discretion to approve the Public Safety Plan, including
any revisions or adjustments thereto. In the event of a disagreement between
Applicant and the City regarding the number of personnel required for the Public
Safety Plan and the anticipated budget of the Public Safety Plan, the City
Manager's decision shall be final. The final City approved Public Safety Plan shall be
attached and incorporated as Exhibit"B"to this Agreement.
Page 4
b. Applicant shall make arrangements with the appropriate City department(s) to
provide police, fire, ocean rescue and EMS protection. These arrangements
must be reviewed and approved by the City.
c. The parties will act in good faith to keep the other party notified of the latest
information and any new developments or incidents that might cause additional
public safety personnel to be deployed to the Event.
d. In addition to the City approved Public Safety Plan, the City's Police and Fire
Departments will author separate comprehensive Incident Action/Operational Plans
specific to their duties. Such plans will take into consideration several factors, to
include nationally accepted event planning and management guidelines utilizing the
National Incident Management System (NIMS) and the Incident Command System
(ICS). These plans will be fluid up until the conclusion of the event and may
change based on real time intelligence, threat information, and other such inputs.
Local representatives and agents from the Federal Bureau of Investigation (FBI)
Special Events Unit, the Department of Homeland Security (DHS), Navy Criminal
Investigative Service (NCIS), and other public safety partners will assist in
determining the level and magnitude rating of this event, advise of any potential
national security considerations, and provide intelligence gathering and event threat
assessment assistance. Due to the sensitive security and safety implications of
such plans, they will be kept confidential, accessible to City officials, Police/Fire
personnel and Applicant only and shall not =be available for public or media
distribution.
e. The cost for any additional services or expansion of services requested by
Applicant, in writing, beyond the services being provided by City for the Event,
including the Event Site and Event Impact Areas, as established in the Event
'Permit Application, shall be an expense to Applicant and City shall be paid for all
costs and expenses in association with any such additional or expansion of
services provided:to Applicant. Expansion of services means enhancements of
activities, any changes in the type of activities provided or changes in parameters of
Event or the 'Event Impact Areas or the Event Site, caused by or requested by
Applicant, including; physical location and boundaries that result in an increase in
the City's cost to provide all necessary services.
f. Should Applicant request non-critical public safety services, such as a police
escort, or if such services are beyond the City's ability to provide, Applicant may
make such arrangements and coordinate these services with the City. The cost for
these additional services shall be an expense to Applicant, and all such costs and
expenses shall be paid to City within the time frame as set forth in Section 19,
Reimbursement of Costs and Expenses.
g. In the event of an emergency or disaster during the Event, at the Event site or as a
direct result from the Event activities, that requires public safety resources beyond
the City approved Public Safety Plan, it shall be the responsibility of the Applicant
to reimburse the City's reasonable additional cost to respond to such emergency or
disaster. This section shall not apply to any natural disaster, act of terrorism, or act of
God that may occur at the Event Site during the Event including, without limitation, a
hurricane, lightning strike, tornado or any other such causes whatsoever beyond the
control of the parties and unrelated to the Event
Page 5
6. STREET CLOSINGS: The City Manager reserves the right, at his sole discretion, to
approve all street closings, including those streets and transportation corridors that are defined as
part of the Event Site, in association with the Event, and any requests for street closings shall be
included with the MOT Plan that is submitted by Applicant. Applicant agrees to coordinate and make
the appropriate arrangements with any merchants or residents affected by any street closures to
ensure they are provided sufficient and reasonable access to their businesses and residences.
a. Not less than one hundred and twenty (120) days prior to the date of the Event,
Applicant shall provide to the City a MOT Plan for the City Manager's review and
approval. The City approved MOT Plan shall be incorporated into this Agreement
as Exhibit "C," containing a construction and automotive and pedestrian traffic flow
schedule detailing the opening and closing times for all streets, lanes, pedestrian
walkways and/or traffic corridors and outlining the use of any and all variable
message signs for the City's review and approval. No street, lane or traffic corridor
closures will be permitted unless included in the City approved MOT Plan. Applicant
agrees to provide the City with emergency access to all areas included in the
Event Site. Applicant acknowledges that traffic control plans shall accommodate the
ingress and egress to residences during the course of the Event.
7. PARKING AND TRANSIT SERVICES: It will be ,the responsibility of Applicant to
arrange, coordinate, and pay for all parking at City facilitiesand any transit services from these
facilities to the Event Site. All proposed shuttle routes and bus stops shall be approved by the City
Manager as part of the MOT Plan. City agrees to invoice Applicant at the approved special event
parking rate for any public metered parking spaces that are removed from public use as
requested by the Applicant and approved by the City Manager. All parking lot requests must be
in writing at least ninety (90) days in advance of the Event. An estimate of parking charges will be
provided to Applicant no more than fourteen (14) days after receiving written requests. Applicant
understands that the approved special event parking rate is a daily rate and may not be prorated.
8. MAINTENANCE OF EVENT SITE AND EVENT IMPACT AREAS:
a. Applicant shall be responsible for and shall provide sufficient temporary public
sanitary facilities as to meet the requirements established by the City. Applicant
shall provide daily service of the facilities at all times during the Event Period. The
cost of such•temporary.public sanitary facilities shall be an expense to Applicant
and all costs and expenses for facilities furnished by the City to Applicant shall be
paid to City within the time frame as set forth in Section 19, Reimbursement of Cost
and.Expenses. Applicant shall not be responsible to pay for clean-up of City public
rest room facilities.
b. The City shall be responsible for all clean-up costs and expenses associated with the
removal of trash and debris that accumulates on any portion of Event Site, or in the
designated Event Impact Areas. Applicant shall be responsible for all clean-up
costs and expenses associated with the removal of trash and debris that accumulates
on any portion of the Restricted Event Area. All trash shall be collected and
removed throughout the Event with final clean-up being completed within 24 hours of
the Event completion. The requirement to remove trash and debris includes street
sweeping. The City will be responsible for and pay for all costs associated with
trash and debris removal within the Event Site and Event Impact Areas.
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c. In the event the Applicant wishes to utilize temporary mobile cellular
communication service boosting) towers, which can also benefit public safety by
increasing the E-911 capabilities of the specific service provider, the Applicant
must notify the City Police and Fire Departments and agrees that the contracted
equipment provider with whom they procure such equipment, services etc. will work
closely with the City Radio Engineers to confirm the temporary towers will not
interfere with the City or County public safety radio frequencies.
9. CONSTRUCTION OF FACILITIES, STRUCTURES, CANOPIES, TENTS AND
CONCESSION STANDS;
a. Applicant shall be allowed to construct and maintain, on the Event Site, such
facilities and structures that are necessary for the Event including, but not limited to,
fences, barriers, grandstands and signs, as approved by the City Manager and at
such locations as approved by the City Manager.
b. All such structures, facilities, concession stands and canopies erected on an
agreed upon date after consultation with the City's Special Event staff, and
deliveries related thereto, can be made to the Event Site, provided however that
Applicant shall be entitled to set up no later than the Monday prior to the Event.
All such structures must be removed within seventy-two (72) hours following the
conclusion of the Event. Applicant shall be'permitted to erect canopies, tents,
stages and/or concession stands to sell additional merchandise for the Event at
City-approved locations within the Event Site. Any setup or tear down of such
structures, shall be in accordance with the City's Noise Ordinance.
c. Applicant is hereby granted permission to erect canopies, tents, and concession
stands, at such locations in accordance with the approved Site Plan. It is further
agreed and specifically understood that permission to erect such canopies, tents
and concession stands, is conditioned upon Applicant complying with the following:
(1) Applicant shall obtain approval by the City Fire Department and file with
its application evidence that such canopies, tents, awnings and/or
concession .stands which are to be used during the period of time
encompassed by this Agreement are of fireproof material and will not
constitute a fire hazard. City's Building Department must review and
approve the proposed use of any temporary structure used in association
with the.Event in accordance with the standard criteria as outlined in the
City's Code of Ordinances and Florida Building Code.
d. All construction, installations and services, including electrical hook-ups, shall be
made at Applicant's expense and approved in advance by the City's Building
Department. If electricity is required, Applicant shall negotiate arrangements for
such service with the City or a licensed contractor. This cost shall be an expense to
Applicant and, if furnished by City, shall be paid to City within the time frame as set
forth in Section 19, Reimbursement of Costs and Expenses.
e. Unless Applicant receives prior specific written permission by the City Manager, no
construction or installations shall involve the use of stakes or other material that may
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break the surface or deface any infrastructure such as asphalt, concrete, brick or
any plant material.
f. Applicant shall provide all day access passes to the necessary City staff required to
work the Event. Applicant and City will agree to the list of passes that will be
distributed for the Event at least ten (10) days prior to the Event. Additionally,
Applicant shall provide an operations tent to be utilized by the City Manager during
the Event days. Location of this operations tent shall be determined by the City
Manager.
10. MAINTENANCE OF AND PAYMENT FOR DAMAGE TO PROPERTY: Regardless of
the cause, Applicant shall be responsible for any damage to any and all property located or
situated within the Restricted Event Area and the Event Site. It is further agreed that City shall
inspect the Restricted Event Area and Event Site for damage no later than the Wednesday
immediately following the Event, and if as a result of said inspection, damage is found to exist,
City shall furnish Applicant with a written report of such damage by the close of business within
fourteen (14) days following the Event. The report shall state the cost to be paid by Applicant to
remedy the damage. This cost shall be paid by Applicant within fourteen (14) days after
Applicant receives the City's report.
11. SECURITY: All construction materials, equipment, goods, signs and any other personal
property of Applicant shall be protected solely by Applicant. Applicant acknowledges and
agrees that City assumes no responsibility whatsoever for any such item and that the security
and protection of any such item from theft, vandalism, the elements, acts of God, or any other
cause, are strictly the responsibility of Applicant.
12. SUBLEASES ASSIGNMENTS, OR TRANSFERS: Applicant shall not assign, sublease
or transfer any of its obligations or rights under this Agreement, in whole or in part, to any
person. The foregoing notwithstanding, the City acknowledges that Applicant will have
subcontractors providing services to Applicant in order for Applicant to effectuate this
Agreement and the hiring of such subcontractors shall not be a violation of this paragraph.
13. LICENSES AND PERMITS; COPYRIGHTS, PATENTS AND TRADEMARKS: At least
fifteen (15) days prior to the annual Event, Applicant agrees to secure and pay for all licenses,
permits or other governmental approvals that may be required by any governmental agency
having jurisdiction over the Event Site or any aspect of the Event, including, without limitation, any
approval required by the City, Miami-Dade County, State of Florida and/or any agency of the U.S.
government, and shall also.be responsible for obtaining an incidental take permit for the protection
of sea turtles issued by the appropriate governmental agency. Additionally, if Applicant intends to
use any item which is or may be protected from infringement, such as but without limitation,
copyrights, patents and trademarks, if requested by City, Applicant shall provide City fifteen (15)
days in advance of the first date of property use, evidence showing mat the applicable licenses,
permits and/or permission have been secured and, if applicable, all fees have been paid in full by
Applicant The provisions of this paragraph specifically apply to the American Society of
Composers, Authors and Publishers ("ASCAP"), Broadcast Music Incorporated ("BMI") and any
other similar organization mat may require written permission and payment of a fee for use of
protected material. Applicant shall ensure that all performance payments required to be made under
such licenses are made promptly and directly to the licensing organizations. Copies of all said
licenses or reports shall be submitted to City upon request In the event Applicant fails to submit the
licenses or reports as required herein or the documentation is not satisfactory to City, Applicant shall
be responsible for payment to City for all license fees incurred by the City in connection with the
Page 8
Event City shall have no responsibilities to any performing rights licensing organizations for any
performance during the Event.
14. STANDARDS OF . CONDUCT; COMPLIANCE WITH RULES, REGULATIONS,
ORDINANCES: Applicant agrees that at all times it will conduct its activities with full regard for
public safety and will observe and abide by all federal, state and local laws, the federal and state
constitutions, and all rules, regulations and ordinances of City and any other governmental agency
having jurisdiction including, without limitation, those relating to noise, building, zoning, gambling,
fire protection, liquor regulation, sanitation and food facilities and hours of operation. Applicant shall
further take all precautions and use due care to conduct its operations in a safe and prudent
manner with respect to its agents, employees and visitors to the Event.
15. INSURANCE: The applicant shall provide and maintain at all times during the term of any
contract, without cost or expense to the City, policies of insurance, with a company or
companies authorized to do business in the State of Florida, and which are acceptable to the
City All required insurance will be placed with carriers licensed to do business in the State of
Florida, having agents upon whom service of process may be made in the State of Florida,
insuring the applicant against any and all claims, demands or causes of action whatsoever, for
injuries received or damage to property relating to the performance of duties, services and/or
obligations of the applicant under the terms and provisions of the contract. The applicant is
responsible for timely provision of certificate(s) of insurance to the City at the certificate holder
address evidencing conformance with the contract requirements at all times throughout the term
of the contract.
Such policies shall remain in full force and effect during the Event and shall specifically include
those times of setup and breakdown in connection with the Event. Such policies of insurance,
and confirming certificates Of insurance, shall insure the applicant is in accordance with the
following minimum limits:
a. General Liability insirance ,on forms no more restrictive than the latest edition of
the Occurrence Form Commercial General Liability policy (CG 00 01) of the
Insurance Services Office or equivalent without restrictive endorsements, with
the following minimum limits and coverage:
Each Occurrence/General Aggregate $1,000,000/2,000,000
Products-Completed Operations $2,000,000
Personal & Adv. Injury $1,000,000
Fire Damage $50,000
Medical Expense $5,000
Contractual Liability Included
b. Liquor Liability with the following minimum limits and coverage:
Each Occurrence $1,000,000
Annual Aggregate $1,000,000
c. Automobile liability insurance, including owned, non-owned, and hired autos with
the following minimum limits and coverage:
Combined Single Limit $1,000,000
Page 9
d. Workers' compensation insurance based on proper reporting of classification
codes and payroll amounts in accordance with Chapter 440, Florida Statutes,
and/or any other applicable law requiring workers' compensation (Federal,
maritime, etc). If not required by law to maintain workers compensation
insurance, the applicant must provide a notarized statement that if he or she is
injured; he or she will not hold the City responsible for any payment or
compensation.
e. Employers Liability insurance with the following minimum limits and coverage:
Each Accident $1,000,000
Disease-Each Employee $1,000,000
Disease-Policy Limit $1,000,000
f. Professional liability and/or specialty insurance (medical malpractice, engineers,
architect, consultant, environmental, pollution, errors and omissions, etc.)
insurance as applicable, with minimum limits of $1,000,000 and annual
aggregate of$2,000,000.
The City of Miami Beach shall be named as additional insured as their interest
may appear on all applicable liability insurance policies.
The certificate(s) of insurance shall provide for a minimum of thirty (30) days prior
written notice to the City of any change, cancellation, or nonrenewal of the
provided insurance. It is the applicant's specific responsibility to ensure that any
such notice is provided within the stated timeframe to the certificate holder.
If it is not possible for the Applicant to certify compliance, on the certificate of
insurance, with all of the above requirements, then the Applicant is required to
provide a copy::: of the actual policy endorsement(s) providing the required
coverage and notification provisions.
Certificate holder shall be:
The City of Miami Beach'
1700 Convention Center Drive
Miami Beach, FL 33139
Certificates of insurance shall evidence a waiver of subrogation in favor of the
City, that coverage shall be primary and noncontributory, and that each
evidenced policy includes a Cross Liability or Severability of Interests provision,
with no requirement of premium payment by the City.
Applicant is required to confirm that each vendor of the Applicant carry insurance
coverage that meet or exceed the conditions paragraphs A-F and that the same
limits apply to any and all vendors the Applicant uses for the Event. Applicant
further confirms that Applicant's insurance will apply as excess over any other
Page 10
valid and collectible coverage of their vendors. Said limits may be provided by
purchase of an umbrella or excess policy.
All self-insured retentions shall appear on the certificate(s) and shall be subject to
approval by the City. At the option of the City, the insurer shall reduce or eliminate
such self-insured retentions or the applicant or subcontractor shall be required to
procure a bond guaranteeing payment of losses and related claims expenses.
The City shall be exempt from, and in no way liable for, any sums of money,
which may represent a deductible or self-insured retention in any insurance
policy. The payment of such deductible or self-insured retention shall be the sole
responsibility of the applicant and/or sub-contractor::providing such insurance.
If Applicant fails to deliver an insurance certificate, the City's failure to request
delivery shall in no way be construed as a waiver of Applicant's obligation to
provide the insurance coverage specified herein. Failure to obtain and maintain
such insurance as set out above will be considered a breach of contract and may
result in termination of the contract for default.
•
Neither approval by the City of any insurance supplied by the applicant or
Vendor(s), nor a failure to disapprove that insurance, shall relieve the applicant
or Vendor(s) of full responsibility for liability, damages, and accidents as set forth
herein.
16. INDEMNIFICATION AND HOLD HARMLESS: Applicant shall indemnify, defend and hold
harmless City, its officers, agents, and/or employees, against any and all damages, claims,
losses, liabilities and expenses (including, without limitation, reasonable legal fees and
disbursements) caused by, in connection with, arising out of, or resulting from the use of the
Event Site, or caused by, in connection with, arising out of, or resulting from any act by Applicant,
its partners, employees, officers, contractors, and/or agents done in the performance of this
Agreement. If called upon by City, Applicant shall defend not only itself, but also City in connection
with any such claim, at Applicant's expense, and at no expense whatsoever to City. Applicant
further agrees to defend, indemnify, save and hold harmless the City and the City's officers,
agents, and employees from any claim, suit, loss, cost or expense or any damages arising out of
or relating to Applicant's failure to obtain all necessary performing rights and licenses for the event
(BMI, ASCAP, etc.).
17. REIMBURSEMENT OF EXPENSES: The City and Applicant shall be responsible for the
costs and expenses associated with Police, Fire, Ocean Rescue, EMS and Sanitation services
within the Event Site and Event Impact Area, as provided herein. City shall be responsible for
initial expenses up to the amounts associated with Memorial Day Weekend for the immediately
preceding calendar year, adjusted annually for either (1) wage increases for personnel for the
foregoing City departments or (2) inflation utilizing the United States Bureau of Labor Statistics,
Consumer Price Index for All Urban Consumers; U.S. City average (1982-84=100), whichever is
lower, for the Event (the "City's Initial Contribution"). Applicant shall be responsible for all City's
costs and expenses above the City's Initial Contribution up to the maximum not-to-exceed
amount of $200,000, with City and Applicant to be mutually responsible for all costs in excess
thereof. Applicant shall reimburse City for any amounts due under this Agreement within
fourteen (14) days of receipt of any invoice from City. The Applicant has the right to request an
audit of any amounts being billed to Applicant under this Agreement. This audit will break down
all charges and their related costs.
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18. BOND:
a. Applicant agrees to secure a bond in an amount equal to one hundred and ten
percent (110%) of the estimated cost of services for the Applicant requested
additional services or expansion of se_rvices requested by Applicant, for the Event
including, without limitation, public safety, maintenance, cleanup, utility
connections, breakdown and removal, storage and repair or replacement of
property. City reserves the right to approve the bonding company or institution
issuing the bond and the instrument shall be kept in full force and effect for the
period of the Agreement.
b. No later than thirty (30) days prior to the date of permission from City to first use
the Event Site, Applicant shall provide the City with a`valid payment bond in the
amount specified above. The bond shall be written by a corporate surety
company holding a Certificate of Authority from the Secretary of Treasury of the
United States, executed and issued by a resident agent licensed by and having
an office in the State of Florida, representing such corporate surety, providing
that if Applicant fails to duly pay for any labor, materials, or other supplies used
by Applicant, the surety will pay the same in the amount not exceeding the sum
provided in such bond. Applicant shall also have the option to escrow the funds
in an amount equal to one hundred and ten percent (110%) of the cost of
reimbursement for City services ("Obligated. Amount") in which case a bond
would not be required by the City. The Obligated Amount shall be placed into the
City to be held in escrow under the terms and conditions hereinafter set forth
("Escrow Deposit").
c. The City's Chief Financial Officer shall be the Escrow Agent, the Escrow Agent
shall promptly deposit, retain and disburse the Escrow Deposit in accordance
with the terms hereof or as may be.directed in writing by both the Applicant and
City Manager on behalf of the City or as may be directed by a court of competent
jurisdiction.
d. If the Escrow Agent is in doubt as to his or her duties, the Escrow Agent shall
retain the Escrow Deposit until Applicant and City, through its City Manager,
collectively agree in writing to the disposition of the funds or until a court of
competent jurisdiction has adjudicated the rights of Applicant and the City.
e. Any suit between Applicant and City where Escrow Agent is made a party
because of acting as Escrow Agent, or in any suit where Escrow Agent
interpleads the Escrow Deposit, Escrow Agent shall recover reasonable
attorney's fees and costs from the Escrow Deposit, as between Applicant and
City, and such fees and costs shall be charged and assessed against the non-
; prevailing party.
f. The parties agree that the Escrow Agent shall not be liable to any party or person
for misdelivery of the Escrow Deposit or any portion thereof to Applicant or City,
unless misdelivery is due to willful breach of the terms hereof or gross negligence
on the part of Escrow Agent.
Page 12
19. Use by Applicant of the Property shall be coordinated by the City Manager or his
designee. The City Manager or designee shall have authority to suspend all or any part of the
activities of Applicant when, in the City Manager's opinion, such activities may be or are
detrimental to the public or to the City, or if the City has reason to believe any law or ordinance
is being violated by Applicant, its agents or employees, which conduct is not corrected within
forty eight (48) hours of written notice to Applicant. City reserves the right through the City
Manager to suspend or terminate use of the Property if visitors become unruly, and to reject any
sponsor, presentation, material or item which is or may be, in the sole opinion of the City
Manager, hazardous, offensive, immoral or disparaging to the image of the City, or to any
person or group of persons. The decision of the City Manager in such regard shall be final,
binding and conclusive, but shall not be arbitrarily exercised.
20. TERM AND TERMINATION: The City hereby grants to the Applicant the exclusive right
and privilege to conduct the Air and Sea Show annually for an initial::period of five (5) years,
subject to the following conditions:
a. The Applicant may conduct the Air and Sea Show annually for the term of this
Agreement, unless the City should decide to discontinue the Air and Sea Show
with notice to the Applicant. The only method for cancellation of the Agreement
is by Motion approved by the City Commission. The City shall notify the
Applicant of its intent to cancel the Air and Sea Show prior to July 30 of the year
preceding the next scheduled Air and Sea Show. However, in all instances City
shall have ninety (90) days from the date the last Air and Sea Show ends to
notify Applicant of its intent to cancel. Applicant shall be given fourteen (14)
days' notice of the City Commission meeting at which such cancellation shall be
determined. If City elects to discontinue, City shall not produce or permit the
production of an air and sea show on City's beach for two (2) calendar years after
the year the last Air and Sea Show is produced by the Applicant.
b. The Applicant may elect, during the term of this Agreement, to terminate this
Agreement and no longer conduct the Air and Sea Show. If the Applicant elects
to terminate this Agreement, the Applicant shall notify the City in writing of such
election prior to the July 15 of the year preceding the next Air and Sea Show
Event. If the Applicant elects not to conduct the Air and Sea Show in a particular
year or elects not to seek an extension of the terms of this Agreement, this
Agreement will automatically terminate.
21. GOVERNING LAW AND ATTORNEY'S FEES: This Agreement shall be governed by
the laws of the State of Florida, with venue lying in Miami-Dade County. In the event of any
dispute which arises out of this Agreement, the prevailing party shall be entitled to reasonable
attorney's fees and costs, including bankruptcy and/or appeal if any.
22. ASSIGNMENT: No assignment of the rights, interest or obligation under this Agreement
shall be made by either party without the written consent of the other.
23. AMENDMENT: No modification amendment or alteration of the terms or conditions
contained herein shall be effective unless contained in a written document executed by the
parties hereto, with the same formality and of equal dignity herewith.
Page 13
24. EXTENT OF AGREEMENT: This Agreement represents the entire and integrated
Agreement between City and Applicant and supercedes all prior negotiations, representations or
agreements either written or oral.
25. NOTICE: Whenever any party desires to give notice to any other party, it must be given
by written notice sent by registered United States mail, with return receipt requested, addressed
to the party for whom it is intended at the place designated below and the place so designated
shall remain such until they shall have been changed by written notice in compliance with the
provisions of this section. For the present, the parties designate the following as the respective
places for giving notice:
CITY:
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: City Manager
APPLICANT:
A National Salute to America's Heroes, LLC, a Florida Limited Liability Company
c/o Michael I. Kotler, Esquire
54 SW Boca Raton Boulevard
Boca Raton, Florida 33432
26. CORPORATE STATUS: This Agreement shall automatically terminate if, within thirty
(30) days from execution of this Agreement, Applicant does not provide City with proper
certification from the State of Florida.that Applicant has registered to do business in the State of
Florida.
IN WITNESS OF THEFOREGOING, the:parties have set their hands and seals the day
and year first written above.
ATTEST: CITY OF MIAMI BEACH, FLORIDA
Rafael E. Granado, City Clerk Philip Levine, Mayor
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