PSA with RER Consulting Enterprise LLC .20/51- 0 (p5/
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
AND
RER CONSULTING ENTERPRISE LLC.
FOR EVENT PRODUCTION SERVICES FOR CULTURAL PROGRAMMING
DURING MEMORIAL DAY WEEKEND, PURSUANT TO
RESOLUTION NO. 2018-30631
This Professional Services Agreement("Agreement") is entered into this Q day of ferry,
2019, 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 RER CONSULTING
ENTERPRISE LLC., a Florida limited liability company, whose address is 1335 NW 172
Terrace, Miami, Florida 33169 ("Producer").
WHEREAS, in 2018, the Mayor's Blue Ribbon Panel on Memorial Day Weekend (the
"Panel") discussed initiatives to enhance both the safety and cultural vibrancy of activities on
Miami Beach during Memorial Day Weekend; and
WHEREAS, the Panel recommended that, in the future, the City provide cultural
programming during Memorial Day Weekend, potentially including a gospel concert, spoken
word event, welcome center, and/or other low-impact activities throughout the City; and
WHEREAS, at the February 23, 2018 meeting of the Finance and Citywide Projects
Committee ("FCWPC"), the Committee recommended funding cultural programming for the
2019 Memorial Day Weekend, in the amount of $100,000, which funding was subsequently
approved as part of the City's FY 2018/19 operating budget (the "City Event Funding"); and
WHEREAS, prior to the 2018 Memorial Day Weekend,the City invited key stakeholders
and residents to engage in an open dialogue, titled Unity in the Community, to share how to
make Memorial Day Weekend welcoming to all residents and guests, address and ease
perceived cultural differences in the community, and explore how to have a safe, fun and
pedestrian friendly weekend that complements the Air & Sea show; and
WHEREAS, during the 2018 Memorial Day Weekend, the following cultural events
were successfully produced: Welcome Center, Sunday gospel choir performance, .poetry
reading, jazz performance, movie screening, and youth poetry slam; and
WHEREAS, at the October 17, 2018 City Commission meeting, Commissioner Arriola
proposed that the City provide cultural programming during Memorial Day Weekend 2019, to
be performed by RER Consulting Enterprise LLC ("RER"), and allocate funding for such
programming, in the amount of $100,000, all of which was referred to the FCWPC for further
discussion; and
WHEREAS, at its November 30, 2018 meeting, the FCWPC recommended that the
City Commission (i) approve, in concept, RER's proposal for cultural programming during
Memorial Day Weekend, and (ii) direct the City Administration to negotiate a Professional
Services Agreement with RER; and
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WHEREAS, on December 12, 2018, the Mayor and City Commission adopted
Resolution No. 2018-30631, accepting the recommendation of the FCWPC and the City
Manager, and waiving, by 5/7ths vote, the competitive bidding requirement pursuant to Section
2-367 of the City Code, finding such waiver to be in the best interest of the City; approving, in
concept, a scope of work for a proposed professional services agreement between the City
and RER Consulting Enterprise LLC, for services related to the City's cultural programming
during the 2019 Memorial Day Weekend; and authorizing the City Manager to negotiate, draft,
and execute, in a form acceptable to the City Attorney, an agreement in an amount not to
exceed $80,000, the terms of which agreement shall include (i) identifying and/or contracting
with performers and other event-related vendors, (ii)securing sponsorships, and (iii)producing
the full activation of cultural programming and related special events during the 2019 Memorial
Day Weekend.
SECTION 1
DEFINITIONS
Agreement: This Agreement between the City and Producer, including any exhibits
and amendments thereto.
Additional Budget
Allowance: Funds derived from grants, sponsors and/or licensing agreements
obtained directly by Producer and/or 3' party negotiated sponsor and/or
licensing agreements, as may be approved by the City Manager in
accordance with this Agreement.
City: The City of Miami Beach
City Event
Funding: The $100,000 in funding that the City Commission appropriated for
cultural programming during Memorial Day Weekend and production of
the Events, to be expended pursuant to the Event Budget approved by
the City Manager.
City Manager: The chief administrative officer of the City.The term"City Manager"shall
include the City Manager's designee.
City Services: Services provided for the event by Police, Fire, Sanitation, Parking, or
any other City department.
Producer: For the purposes of this Agreement, Producer shall be deemed to be an
independent contractor, and not an agent or employee of the City.
Producer may also be referred to as Contractor or Proposer in the
Proposal Documents or Exhibits attached hereto.
Exhibits: The various exhibits attached to and incorporated in this Agreement and
referred to as follows:
Exhibit A: Producer's Scope of Services
Exhibit B: Timeline & Deliverables
Exhibit C: Reimbursable Event Expenses
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Event(s): Any event, including cultural programming produced by Producer during
Memorial Day Weekend, pursuant to this Agreement, subject to the prior
written approval of the City Manager.
Event Budget: The budget proposed for all aspects of the production and activation of
the Events, which shall be subject to the City Manager's approval and
shall include, without limitation, the City Event Funding and other
revenues anticipated to be generated by the Producer relating to the
Events approved in the Master Plan, including sponsorships, license
fees, and any other Event-related revenues, and shall include all costs
relating to the production and activation of the Events in accordance with
the approved Master Plan, including site preparation costs, tents,
fencing, signage, staffing;security and all programming elements.
Event Site: Final location for the Event(s) to be subject to the City Manager's
approval; provided, however, that the parties anticipate that (i) the
"Radio Station" event referenced in Exhibit "A" would be located in the
southern most half of the block between 6th and 7th Streets,east of the
the eastern boundary of the sidewalk along Ocean Drive, and west of
the Dunes; and (ii) the remaining cultural Activations (up to three (3)
such cultural activations)would be located in the areas between 5th and
6th Street, east of the eastern boundary of the sidewalk along Ocean
Drive, and west of the Dunes, with no activations to take place east of
the dunes or any part of the beach.
Fee: Amount paid to the Producer as compensation for Services, which may
be paid based upon commission, as set forth in this Agreement.
2019 Memorial Day
Weekend: The period of time from Friday, May 24, 2019 through Monday, May 27,
2019.
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.
Services: All services, work and actions by the Producer performed or undertaken
pursuant to the Agreement.
Memorial Day Weekend
Cultural Activations: Memorial Day Weekend Cultural Activation is a weekend long series
beginning Friday, May 24, 2019, through Monday, May 27, 2019 that
commemorate Memorial Day to provide residents, guests and tourists
with a variety of organized culturally enriching activities.
Sponsorships: Shall mean fully executed written contracts procured by Producer,
previously approved by the City in writing, including sponsorships,
naming rights, and/or licensing agreements with respect to the
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activations. Notwithstanding the preceding, Sponsorships shall not
include contracts pursuant to which the sponsor, person, or entity
requesting the naming right(s) (or any licensee of such sponsor, or
entity) or any other sponsorship benefits initiates the contact directly
with the City, and there has been no previous contract between
Producer and that sponsor (or person/entity requesting the naming
right(s) and/or licensee) on behalf of the City. Producer must present
sponsorship opportunities to the Tourism and Culture Department in
• writing, prior to entering into any agreements with anysponsors. The
City Manager has the right to decline, at the City Manager's discretion,
any sponsorship proposal presented by the Producer.
SECTION 2
SCOPE OF SERVICES (SERVICES)
2.1 In consideration of the Fee to be paid to Producer by the City, Producer shall provide
the work and services as further described in Exhibit"A" hereto (the Services).
2.2 Producer's Services, and any deliverables incident thereto, shall be completed in
accordance with the timeline and/or schedule in Exhibit "B" hereto.
SECTION 3
TERM
Following execution by the parties hereto, the term of this Agreement("Term")shall commence
on the last date that this Agreement is executed, and shall terminate on July 31, 2019 ("Initial
Term"), with up to three (3) one-year renewal options, each of which may be exercised at the
sole discretion of the City Commission, (each, a "Renewal Term"), and subject to an
appropriation of funds, if any.
Notwithstanding the Term provided herein, Producer shall adhere to any specific timelines,
schedules, dates, and/or performance milestones for completion and delivery of the Services,
as same is/are set forth in the timeline and/or schedule referenced in Exhibit"B" hereto.
SECTION 4
FEES AND COMPENSATION
4.1 Fee. The Producer's Fee for provision of the Services shall not exceed $75,000 during
the Initial Term or, if applicable, during each Renewal Term of this Agreement.
Producer shall be compensated according to the following schedule for installment
payments:
o City shall pay Producer $22,750: within thirty (30) days after the execution of
this Agreement, and following Producer's delivery, and the City Manager's
written acceptance of, the Master Plan for the Events and the Event Budget, as
further described in Exhibits "A" and "B" hereto;
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o City shall pay Producer $22,750 by March 30, 2019;
o City shall pay Producer $19,500 within thirty (30) days of the City Manager's
written approval of the Final Accounting (described more fully in Section 4) and
Final Report(described more fully in Exhibit "A"); and
o City shall pay Producer a "Bonus Fee" of$10,000 within thirty (30) days of the
Producer's successful completion of the Events approved in the Master Plan,
and City Manager's written approval of the Final Report, which approval of the
Final Report shall not be unreasonably withheld provided the Final Report
contains the content required in Exhibit "A" of this Agreement.
4.2 Producer's Expenses. Subject to the City Manager's prior written approval, the City
shall reimburse Producer for Producer's out-of-pocket expenses, in an amount not to
exceed $5,000 during the Initial Term or, if applicable, during each Renewal Term of
this Agreement ("Reimbursable Expenses"). Producer shall submit its reimbursement
requests to the City on no more than a monthly basis. Producer must provide the City
with all applicable receipts/invoices and any other records reasonably required by the
City Manager to substantiate each Reimbursable Expense.
4.3 The Event Budget. The City shall be responsible for contributing the City Event
Funding, which funds shall be used to cover costs for the programming and activation
elements of all of the activations contemplated under this Agreement. In no event shall
City have any obligation to pay any amount in excess of the City Event Funding to cover
the costs for the programming and activation elements for the Events.
(i) As provided in Exhibit "A," Producer's Event Budget shall reflect the City
Event Funding, and all other revenues Producer reasonably anticipates will be
generated by the Events. If Producer secures sponsorship revenue or other revenue
for the Events, such revenue shall be added to the Event Budget as an "Additional
Budget Allowance" (and shall not serve as a substitute for the City Event Funding).
(ii)The City Event Funding shall be separate from, and not include, other costs
for which the City has agreed to be responsible under this Agreement, namely, the
Producer's Fee, and the costs and expenses for the City to provide the Event-Related
Public Services identified more fully in Exhibit "A."
(iii) Producer shall develop, implement and activate the Events pursuant to the
City-approved Event Budget. Payment to Producer for any item not included in the
Event Budget shall be subject to the prior written approval of the City Manager (and in
such case, the Producer shall update the Event Budget to reflect the additional
approved expenditure). In no event shall City have any obligation to pay any amount
for any item that was not included in the Event Budget or previously approved by the
City Manager, in writing. If either City or Producer anticipate that the Event Budget may
be exceeded, Producer shall be responsible for submitting a modified Master Plan to
the City for its review, with proposed reductions to the scope of the activation of the
Events (such as reductions with respect to its footprint, hours of operation, or
programmatic plan), as may be necessary for the Events to be implemented within the
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Event Budget. Producer shall be solely responsible for all costs in excess of the City-
approved Event Budget.
(iv) Producer shall submit to the City its reimbursement requests for Event-
related expenses pursuant to the Event Budget on no more than a monthly basis.
Producer must provide the City with all applicable receipts/invoices and any other
records reasonably required by the City Manager to substantiate each pre-approved
reimbursable expense. City shall make payment to Producer for approved expenses
in accordance with Section 4.6 of this Agreement, unless City has requested additional
supporting documentation, in which case, the City shall pay Producer for approved
expenses within thirty (30) days of receipt of such additional information as may be
necessary to approve the reimbursement request at issue.
(v) Any unspent budgeted amounts or net revenue remaining following the
conclusion of the Events shall be retained by or be remitted to the City (and shall be
used to offset other costs incurred by the City in connection with the Events, such as
the Producer's Fee or the Event-Related Public Services.
4.4 Tickets: The Events are intended to be free to the public. However, the City, in its sole
discretion, retains all rights to determine whether an admission fee is to be charged for
any Event produced pursuant to this Agreement. Prior to charging any admission fee,
Producer must obtain the City's prior written approval, which shall include the approval
of the amount of any admission fee. Any revenue received from the collection of
admission fees will be considered an Additional Budget Allowance.
4.5 Final Accounting. Within thirty (30) days after the conclusion of the Events, the
Producer shall provide the City with the final accounting for the actual costs and
expenses for the production and activation of the Events pursuant to the Event Budget.
City shall have the right to request all supporting documentation with respect to charges
being billed to Producer under this Agreement. Producer's invoices shall include a
date, supplier name, supplier contact info, and breakdown of charges.
4.6 INVOICING
Producer may submit invoices for compensation no more often than on a monthly basis, but
only after the Work for which the invoice is submitted has been satisfactorily completed and
substantiated, as may be required by the City, through its City Manager or designee.
Producer shall provide supporting documentation for past and current invoices, and cost
itemizations for Reimbursable Expenses (by category).
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:
City of Miami Beach
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1755 Meridian Ave, Suite 500
Miami Beach, Florida 33139
Attention: Matt Kenny, Director, Tourism and Culture Department
Upon completion of,the Services, Producer's final payment shall require the prior written
approval of the City Manager before disbursement of same.
SECTION 5
TERMINATION
5.1 TERMINATION FOR CAUSE
If the Producer 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 Producer of
its violation of the particular term(s) of this Agreement, and shall grant Producer fifteen
(15) days to cure such default. If such default remains uncured after fifteen (15) days,
the City may terminate this Agreement without further notice to Producer. 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 Producer shall not be relieved of liability to the City for
damages sustained by the City by any breach of the Agreement by the Producer. 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 Producer. 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 PRODUCER OF
SUCH TERMINATION; WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30)
DAYS FOLLOWING RECEIPT BY THE PRODUCER OF SUCH NOTICE.
ADDITIONALLY, IN THE EVENT OF A PUBLIC HEALTH, WELFARE OR SAFETY
CONCERN,AS DETERMINED BY THE CITY MANAGER, IN THE CITY MANAGER'S
SOLE DISCRETION, THE CITY MANAGER, PURSUANT TO A VERBAL OR
WRITTEN NOTIFICATION TO PRODUCER, MAY IMMEDIATELY SUSPEND THE
SERVICES UNDER THIS AGREEMENT FOR A TIME CERTAIN, OR IN THE
ALTERNATIVE, TERMINATE THIS AGREEMENT ON A GIVEN DATE. IF THE
AGREEMENT IS TERMINATED FOR CONVENIENCE BY THE CITY, PRODUCER
SHALL BE PAID FOR ANY INSTALLMENT PAYMENTS DUE UP TO THE DATE OF
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TERMINATION, AND FOR ANY NON-CANCELLABLE EVENT-RELATED
EXPENSES PAID BY PRODUCER PRIOR TO THE NOTICE OF TERMINATION
PURSUANT TO THE APPROVED EVENT BUDGET; 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 Producer
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
Producer 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 (including copyright, patent or trademark infringement 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 Producer, its officers, employees, agents, contractors, or any other person or entity
acting under Producer's control or supervision, in connection with, related to, or as a result of
the Producer's performance of the Services pursuant to this Agreement. To that extent, the
Producer 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 Producer expressly understands and agrees that any insurance protection
required by this Agreement or otherwise provided by the Producer 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.
6.2 INSURANCE
A. Worker's Compensation Insurance as required by Florida, with Statutory limits and
Employer's Liability Insurance, per accident for bodily injury or disease.
B. Commercial General Liability Insurance on an occurrence basis, contractual liability,
property damage, bodily injury and personal & advertising injury with limits no less than
$1,000,000 per occurrence.
C. Automobile Liability Insurance covering all owned, non-owned and hired vehicles used
in connection with the work, in an amount not less than $300,000 combined single limit
per occurrence, for bodily injury and property damage.
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D. Professional Liability(Errors & Omissions) Insurance appropriate to the Consultant's
profession, with limit no less than $100,000.
Additional Insured Status
The City of Miami Beach must be covered as an additional insured with respect to liability
arising out of work or operations performed by or on behalf of the Consultant.
Waiver of Subrogation
Contractor hereby grants to City of Miami Beach a waiver of any right to subrogation
which any insurer of the Consultant may acquire against the City of Miami Beach by
virtue of the payment of any loss under such insurance. Consultant agrees to obtain any
endorsement that may be necessary to affect this waiver of subrogation, but this
provision applies regardless of whether or not the City of Miami Beach has received a
waiver of subrogation endorsement from the insurer.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than
A:VII, unless otherwise acceptable to the City of Miami Beach Risk Management Office.
Verification of Coverage
Consultant shall provide the required insurance certificates, endorsements or applicable
policy language effecting coverage required by this Section. All certificates of insurance
and endorsements are to be received prior to any work commencing. However, failure to
obtain the required coverage prior to the work beginning shall not waive the Consultant's
obligation to provide them. The City of Miami Beach reserves the right to require
complete, certified copies of all required insurance policies, including endorsements
required by these specifications, at any time.
Special Risks or Circumstances
The City of Miami Beach reserves the right to modify these requirements, including limits,
based on the nature of the risk, prior experience, insurer, coverage, or other special
circumstances.
Certificate Holder
CITY OF MIAMI BEACH
do RISK MANAGEMENT •
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FL 33139
Compliance with the foregoing requirements shall not relieve the Consultant of his liability and
obligation under this section or under any other section of this Agreement.
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
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entering into this Agreement, Producer 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. Producer hereby expresses its willingness to enter into this Agreement with
Producer'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, Producer
hereby agrees that the City shall not be liable to the Producer 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
OWNERSHIP OF PROJECT DOCUMENTS
9.1 All materials, data, documentation, film, print, photographs, reports,final cuts, raw footage,
and any other documents whether completed or partially completed and copyrights thereto for
productions produced in the performance of this Agreement or related to the Memorial Day
Weekend Activation whether in paper or other hard copy medium or in electronic medium
(except with respect to (1) copyrighted standard details and designs previously created or
owned by the Producer, (2) materials owned by a third party and licensed to the Producer for
use and reproduction, or (3) sponsors contact information procured solely by the Producer),
shall become the property of the City (Project Documents). Producer shall deliver all such
Project Documents to the City within thirty 30 days of completion of the Services (or within
thirty 30 days of expiration or earlier termination of this Agreement as the case may be).
However, the City may grant, at the City's sole discretion, an exclusive license of the copyright
to the Producer for reusing and reproducing copyrighted materials or portions thereof as
authorized by the City Manager in advance and in writing and as specified in Section 4.5 of
this Agreement. In addition the Producer shall not disclose release or make available any.
document to any third party without prior written approval from the City Manager. The Producer
shall warrant to the City that it has been granted a license to use and reproduce any standard
details and designs owned by a third party and used or reproduced by the Producer in the
performance of this Agreement. Nothing contained herein shall be deemed to exclude the
disclosure of any document, as may be required pursuant to the Florida Public Records Law,
including without limitation, Chapter 119, Florida Statutes.
9.2 The Producer is permitted to reproduce copyrighted material described above subject to
prior written approval of the City Manager and as specified in Section 4.5.
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9.4 The City shall have the right to modify said Project Documents or any components
thereof without permission from the Producer or without any additional compensation to the
Producer. The Producer shall be released from any liability resulting from such modification.
9.5 The Producer shall bind all subcontractors to the Agreement requirements for re-use of
plans and specifications.
SECTION 10
GENERAL PROVISIONS
10.1 AUDIT AND INSPECTIONS
Upon reasonable verbal or written notice to Producer, and at any time during normal business
hours(i.e. 9 a.m. —5 p.m., Monday through Fridays, excluding nationally recognized holidays
but including Memorial Day), and as often as the City Manager may, in his/her reasonable
discretion and judgment, deem necessary,there shall be made available to the City Manager,
and/or such representatives as the City Manager may deem to act on the City's behalf, to
audit, examine, and/ or inspect, any and all other documents and/or records relating to all
matters covered by this Agreement, including financial records, invoices, and proof of
payment of Event-related expenses pursuant to the Event Budget. Producer shall maintain
any and all such records at its place of business at the address set forth in the "Notices"
section of this Agreement.
10.3 ASSIGNMENT, TRANSFER OR SUBCONSULTING
Producer 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 Producer 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 Producer 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 Producer 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
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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 Producer 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 Producer further covenants that in the performance of this Agreement, no
person having any such interest shall knowingly be employed by the Producer. 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.
10.7 FORCE MAJEURE. Should City be unable to tender possession of the Event Site
to Producer, or should Producer otherwise be unable to take possession of the Event Site,
or present the Event(s) or to perform its obligations hereunder, when such failure, directly or
indirectly, is caused by or in any manner arises from an Event of Force Majeure (defined
herein), then neither Party shall have any liability under the Agreement. The term "Event of
Force Majeure" shall mean any and all acts of God, strikes, lock-outs, acts of the public
enemy, laws, rules and regulations of governmental or quasi-governmental entities, wars or
warlike action, arrest or other restraint of government (civil or military), blockades,
insurrections, riots, terrorism or terrorist threats, epidemics, earthquakes, hurricanes, storms,
floods, washouts, fire or other casualty, civil disturbances, explosions, threats of bombs or
similar interruptions, confiscation or seizure by any government or public authority, nuclear
reaction, radioactive contamination, accidents, or any other causes, whether of the kind
herein enumerated or otherwise that are not reasonably within the control or caused by the
party claiming the right to delay the performance on account of such occurrence. The period
of an Event of Force Majeure, and the suspension of obligations hereunder, shall extend to
and include any period of time required to implement emergency preparations in advance of
the Event of Force Majeure, the Event of Force Majeure itself, and the period of time following
the Event of Force Majeure that may be required to restore the Event Site and/or remediate
any delay, damage, loss, failure or inability to perform as a consequence of the Event of
Force Majeure. Upon removal or cessation of the Event of Force Majeure, the parties'
respective rights and obligations hereunder shall be reinstated; provided; however, that the
declaration and notice of an Event of Force Majeure and subsequent cessation of the cause
of such Event of Force Majeure shall not require the City to move forward with the Event(s)
if, in the City Manager's reasonable belief, it will result in significantly diminished attendance
and/or cancellations.
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SECTION 11
NOTICES
All notices and communications in writing required or permitted hereunder, shall be delivered
personally to the representatives of the Producer 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 PRODUCER: RER Consulting Enterprise LLC
1335 NW 172 Terrace
Miami, Florida 33169
Attention: Ruban Roberts, CEO
TO CITY: City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Matt Kenny, Director, Tourism and Culture
Department
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. The City Manager, on behalf of the City, shall have authority to
approve any changes to this Agreement, including any changes to the Scope of Services, so
long as said changes do not exceed the monetary value of this Agreement.
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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 Producer 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 PRODUCER'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
Pursuant to Section 119.0701 of the Florida Statutes, if the Producer meets the definition of
"Contractor" as defined in Section 119.0701(1)(a), the Producer 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 Producer upon
termination of this Agreement. Upon termination of this Agreement, the Producer 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.
Producer'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 Producer 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.
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12.5 PROHIBITIONS REGARDING SALE OR USE OF EXPANDED POLYSTYRENE
FOOD SERVICE ARTICLES, SINGLE USE PLASTIC BEVERAGE STRAWS, AND
SINGLE- USE PLASTIC STIRRERS.
12.5.1 Contractor hereby agrees and acknowledges that, pursuant to Section 82-7 of the City
Code, as may be amended from time to time, Contractor shall not sell, use, provide
food in, or offer the use of expanded polystyrene food service articles (as defined in
City Code Section 82-7) in City facilities or on City property, in connection with any
services performed pursuant to this Agreement. A violation of this section shall be
deemed a default under the terms of this Agreement. Notwithstanding the above, this
section shall not apply to expanded polystyrene food service articles used for
prepackaged food that have been filled and sealed prior to receipt by Contractor.
12.5.2 Additionally, Contractor agrees and acknowledges that, pursuant to Section 82-8 of the
City Code, as may be amended from time to time, Contractor shall not sell, use, provide
food in, or offer the use of single-use plastic beverage straws or single-use plastic
stirrers (as defined in City Code Section 82-8) in City facilities or on City property, in
connection with any services performed pursuant to this Agreement. A violation of this
section shall be deemed a default under the terms of this Agreement. Notwithstanding
the above, the requirements of Section 82-8 shall not restrict Contractor from providing
a beverage with, or offering the use of, a single-use plastic beverage straw or single-
use plastic stirrer to an individual with a disability or medical condition that impairs the
consumption of beverages without a single-use plastic beverage straw or single-use
plastic stirrer.
12.5.3 Additionally, Contractor agrees to comply with Section 46-92(c)of the City Code, which
provides that it is unlawful for any person to carry any expanded polystyrene product,
single-use plastic beverage straw, or single-use plastic stirrer onto any beach or park
within the City, or onto any city marina, pier, dock, or boat ramp. It is also unlawful for
any business to provide single-use plastic beverage straws or single-use plastic stirrers
with the service or delivery of any beverage to patrons on any beach within the City.
Notwithstanding the above, the provisions in Section 46-92(c)that pertain to single-use
plastic beverage straws and single-use plastic stirrers shall not apply to a person or
patron with a disability or medical condition that,impairs the consumption of beverages
without a single-use plastic beverage straw or single-use plastic stirrer.
12.6 CITY'S AGREEMENT WITH NATIONAL SALUTE TO AMERICA'S HEROES, LLC
To the extent applicable, Producer shall ensure that Producer's Events are at all times
consistent with the terms of that certain Agreement, dated February 1, 2016, between the City
and National Salute to America's Heroes, LLC("National Salute"), and all amendments thereto
(the "Air&Sea Agreement"). At least ninety(90) days prior to the first day of the Event Period,
as defined in the Air & Sea Agreement (i.e. by February 26, 2019), Producer shall obtain the
prior written approval of the City and, wherever applicable, National Salute, for the
programming, activities, location, and scheduled hours of Producer's Events. Additionally,
Producer's Sponsorships may not conflict with sponsors of the Air and Sea Show or any
activities ancillary to the Air and Sea Show. The City and Producer acknowledge and agree
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that the determination of whether or not a sponsor conflicts with a sponsor of the Air and Sea
Show shall be within the sole and absolute discretion of the City Manager.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
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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: B °°ay CITY OF MIAMI BEACH, FLORIDA
............
.
ATTEST: ' -c !y
*:INCORPORATED.' *i
By: 3 , .. . :,�9
Rafael E. Grana.o, City Cler,•0,•%,;,N 26 ® -••or
"`� � Jimmy L. Morales, City Manager
FOR PRODUCER: RER CO • TING ENTERPRISE LLC.
ATTEST:
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By: A
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Print Name J Print Name
APPROVED AS TO
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Exhibit"A"
Memorial Day Weekend Cultural Activation Scope of Services
A. Producer's obligations
1. Master Plan and Event Budget.
a. Within one week following the execution of this Agreement, Producer shall develop and
deliver to the City a proposed Master Plan and Event Budget for Producer's Events,
each of which shall be subject to the City Manager's approval, and based on the site
map provided to the Producer on February 20, 2019. If the City Manager or his or her
designee provides any comments or rejects and components of the proposed Master
Plan or Event Budget, Producer shall incorporate such comments and resubmit the
Master Plan and/or Event Budget, as requested, in such a manner that would satisfy
the City Manager or his designee.
b. Subject to the City Manager's prior approval of the Producer's Master Plan and Event
Budget, Producer's responsibilities shall include, and the Master Plan and Event
Budget shall reflect, without limitation, the following:
Creation of event site map for the Events which, subject to the terms of this
Agreement, may take place within the Event Site, as described in Section 1..
ii. Producer's Events shall take place during Memorial Day Weekend,
commencing no earlier than the Friday immediately before Memorial Day, and terminating no
later than on Memorial Day, from 11:00 a.m. to 10:00 p.m. each day.
iii. Master Plan shall include a daily programming vision/run of show, broken down
hour by hour, so as to clearly illustrate what programming will be taking place in the Event Site,
for all of Producer's activations.
iv. Acquisition and programming of artistic, cultural, and food and beverage
vendors, performers, or other related services.
v. Producer shall arrange for approved vendor concessions inside the enclosed
Event Site map, as approved by the City of Miami Beach, subject to City Manager's approval
thereof. All sales of soft drinks or other beverages must be in compliance with the City's Coca-
Cola contract, unless the City exercises its option to waive. City shall have no responsibility,
obligation or liability relating to vendor concessions. No alcoholic beverages shall be sold or
served within the Event Site, or otherwise as part of the Events.
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vi. Producer shall be solely responsible for ensuring that all vendors' services are
provided in accordance with all applicable laws and permit requirements of any governmental
agency with jurisdiction over the Event Site or the Events, including, without limitation, tents,
tables, all food service, food handling, and alcoholic beverage and license regulations.
vii. Producer shall ensure all applicable federal, state and local approvals, permits, and
licenses are obtained, including but not limited to building permits, electrical inspections, police
and fire approvals, and any other approvals that may be required for any aspect of a proposed
activation.
viii. Line item Event Budget reflecting the reasonable costs of all of the elements of the
production of the Events in accordance with the Master Plan, and which shall distinguish
between City's Event Contribution and other funding obtained from Producer's Sponsorships,
ticket sales, or donations, if any, for the Events taking place within the Event Site. The Event
Budget shall be updated monthly and submitted to the City, with any changes to the Event
Budget subject to City Manager approval.
ix. City Endorsed "Radio Station" Event. Programming for an event in conjunction with
a local radio station may occur east of the eastern boundary of the sidewalks along Ocean
Drive in the southern most half of 6th Street & 7th Street, which must consist of a booth with a
live broadcast of music (between 11:00 a.m. and 7:00 p.m.) with local radio talent, positive
beach safety messaging about Memorial Day Weekend, and other"fun" or"upbeat" activities
with a family focus.
x. Producer's Events, and the programming, activities, location, and scheduled hours
thereof, shall at all times be consistent with Section 12.6 of this Agreement and shall be subject
to City Manager's approval. If either the City or Producer believe that the Event Budget may
be exceeded, all modifications to programming or activation for the Events shall be subject to
the City Manager's approval.
xi. Any additional programming, if any, shall be subject to City Manager's prior written
approval and Producer's funding therefor, including:
1. Entertainment Performances
i. Music (gospel,jazz, youth);
ii. Theatrical (comedy, poetry, etc.)
iii. Movie screenings
iv. Fashion Show
2. Unity in the Community(community dialogue on diversity and cultural issues;
3. Literature and Economic Activations (business development, job fair, book fair,
poetry reading);
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4. Sports Activities (including Mayor's Basketball Challenge)
2. Sponsorships
a. Producer shall engage in sponsorship outreach, including the creation and
execution of a strategic outreach plan to raise funds to provide for any additional
events not provided for within the initial budget set by the City, with prior written
approval from the City of Miami Beach.
b. Act as liaison between sponsors and City.
c. Ensure that all entitlements promised to sponsors are fulfilled.
d. Coordinate production of all materials for sponsors and third party firms with the
City and/or outside companies.
e. Identify strategic partners, including media, corporations, civic and cultural
organizations.
f. Handle all immediate sponsor needs post-event and participate in all internal post-
event meetings and conference calls.
g. Consistent with Section 12.6 of this Agreement, Producer's Sponsors may not
conflict or compete with Air & Sea Show sponsors.
h. Develop sponsorship packages in coordination with City Communications
Department and with the approval of the City Manager. No sponsorship agreement
shall be entered into without the prior written approval of the City Manager.
3. Work with City to provide ideas and recommendations for the implementation of the
Events.
3. Marketing & Promotion
Producershall work with City's Communications Department and the Greater Miami
Convention and Visitor Bureau teams to creation and implement effective marketing,
public relations and social media plans and with the prior written approval of the City
Manager or his or her designee. The name of the Event shall be referred to in all
collateral materials as the "Miami Beach Memorial Day Cultural Zone."
4. Production of Events
The Producer shall manage and produce, on behalf of the City, every aspect of the
activations pursuant to the approved Event Budget, in accordance with Section 4 of
this Agreement.
5. Logistics. Producer shall be responsible for the following:
a. Creation and implementation of an efficient staffing and logistics plans
b. Vendor operations
c. Recruitment and management of volunteers and temporary event staff
d. Recruitment and coordination of programming partners
e. Development of a signage plan and the production of signage
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f. Participate in all relevant meetings, conference calls and site visits.
g. Staff(event and project managers) on site
h. Safety& emergency training of all contracted staff
All safety and personal protection equipment for contracted staff
j. Should Producer utilize Good Will Ambassadors, Producer to secure additional
Ambassadors to be trained by the City.
6. Additional Scope Requirements. Producer shall:
a. Weekly meeting with the City of Miami Beach Tourism and Culture department on
activation project progress
b. Maintain books and records of all revenues, cost, expenditures and expenses
incurred in the promotion and production of the Event and provide copies of these
records to the City
c. Conduct, along with the City, a post-event wrap-up meeting
d. Provide a final, written narrative and financial report to the City
e. The City, through its City Manager, shall retain oversight and approval of the final
Event, promotional themes, venue and entertainment, which approval shall be in
writing.
7. Final Report Deliverable
The Producer shall provide an "End of Project" report as its last responsibility to the
project-geared to highlight the positives for the City of the Memorial Day Weekend
Activation. The report shall endeavor to summarize the significance of the Memorial
Day Weekend activation and will develop a photographic history of the project as well
as a written narrative to capture the weekend events in review. The report shall also
provide analysis during the Memorial Day Weekend Activation on the number of visitors
to the city, the amount of media/PR exposure to the City and the cost of the Memorial
Day Weekend Activation with a preliminary and estimated statement of economic
impact based on industry standards for projection.
8. With respect to each of the foregoing, Producer acknowledges that time is of the
essence. Producer shall perform in accordance with the timeline set forth in Exhibit
„B 11
B. City's Obligations
1. As set forth in Section 4 of the Agreement, City shall pay the Producer's Fee, and shall
provide the City Event Funding in support of the Events.
2. The Events shall be produced as a City event. As the Events are being produced on
behalf of the City, Producer shall prominently incorporate City's logo and name as part
of the branding of the Event Site and the activation of the Events, and Producer shall
ensure City receives prominent recognition on all media.or promotional platforms
related to the Events, including, without limitation, during live commentaries where
sponsors and/or Event participants are recognized during the Events.
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City shall provide and pay for the costs of the following Event-related public services:
police, fire, sanitation, ocean rescue, sand sifting, building, and concessionaire
displacement fees ("Event-Related Public Services"), subject to and contingent upon
City Commission appropriation of funding for such Event-Related Public Services, at
its sole and absolute discretion. City of Miami Beach to require written approvals of all
marketing and sponsorship collateral.
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Exhibit"B"
Timeline&Deliverables
A. Master Planning: Within five (5) business days following execution of this Agreement
i. Deliverable: Producer shall develop a Master Plan and Event Budget for the
Memorial Day Weekend Activation in order to develop and present to the City for
approval, including but not limited to a comprehensive calendar of events,
marketing strategy, production time table, preliminary budget, sponsorship
strategy, public relations campaign and social media strategy, event management
process, and event operations process, etc. Shall develop a timetable, marketing
strategy, budget, media/PR element, signage and staffing of the City elements
and parameters for each event. The Master Plan shall require the City's written
approval by the City Manager.
B. Event Period May 24-27 2019
i. Deliverables: Producer shall coordinate no less than one (1) public event 2019.
Producer shall document and submit monthly reporting and monitoring evidence to
include but not limited to financial statements, photos, event list, meeting attended,
time sheets, and any other reports and/or details as the City deems reasonable to
document performance of the Services, etc.
C. Close Out, Final Report: July 31, 2019
Deliverables: The Producer shall provide an "End of Project" report that shall
endeavor to summarize the significance of the Memorial Day Weekend Activation
and will develop a photographic history of the weekend long project as well as a
written narrative to capture the weekend in review. The report shall also provide
analysis of the weekend-long Memorial Day Weekend Activation to include but not
limited to the number of visitors to the City, the amount of media/PR exposure to
the City, and the total cost of the Memorial Day Weekend Activation with a
preliminary and estimated statement of economic impact based on industry
standards for projection. The End of Project report shall be due on or before July
31, 2019.
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