Amendment NO.1 Video and Audio Systemn AGREEMENT between NEW WORLD SYMPHONY, INC and CMB {
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AMENDMENT NO. 1
VIDEO AND AUDIO SYSTEM AGREEMENT
This Amendment No. 1 to the Video and Audio System Agreement (the "Agreement"),
dated November 29, 2007, by and between the City of Miami Beach, Florida (the "City'), a
municipal corporation duly organized and existing under the laws of the State of Florida, and the
New World Symphony, Inc. TNWS"), a Florida not-for-profit corporation (the ply
and NWS each,
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a "Party"and collectively, the"Parties")is entered into on this 15 day of SV? 7 , 2020
("Effective Date").
RECITALS
WHEREAS, the City and NWS entered into an Agreement of Lease("Lease") dated as of
January 5, 2004, as amended by that certain Memorandum of Lease and Possession Date
Certificate, dated February 25, 2008, and recorded on March 17, 2008, in Official Records Book
26272, at Page 3696, of the Public Records of Miami-Dade County, Florida, pursuant to which
the City leased to NWS ceriain real property, more particularly described in that certain survey
prepared by Stoner & Associates, Inc., incorporated herein by reference and attached as
Schedule A hereto (the "Land"); and
WHEREAS, concurrently therewith, The City and NWS entered into a Development
Agreement, dated as of January 5, 2004, as amended by that certain First Addendum to
Development Agreement, dated February 20, 2007, and Second Addendum to Development
Agreement, dated as of July 9, 2009 (collectively, the "Development Agreement") setting forth,
among other things, the Cityls and NWS's respective responsibilities and agreement to coordinate
and cooperate in the planning, scheduling and approval of the development, design and
construction of: (i) a perfor ance, educational and internet broadcast facility (the "Building"),
together with certain related amenities, facilities and other infrastructure improvements, all on the
Land, subject to the terms and conditions of the Lease; (ii) a public municipal parking garage to
be designed, developed and constructed by NWS on the City's behalf, and owned and operated
by the City at its sole cos and expense on City-owned property,adjacent to the Land (the
"Garage"); and (iii) a Park (the "Park Project") owned by the City, to be located adjacent to the
Land, bounded on the west by the Land, bounded on the north by 17th Street, bounded on the
east by Washington Avenue, and bounded on the south by Lincoln Lane, and currently known as
"SoundScape Park"; and
WHEREAS, all capitalized terms used herein but not defined specifically herein shall have
the definitions ascribed to them in the Lease, unless otherwise indicated; and
WHEREAS, the Building features an external video system (the "NWS Video System")
displaying musical and othercultural performances and works of art, which is conceived as a
videographic element of the Building itself, located on the surface of the east wall at the northern
end of the Building (the "Video Wall"), along with an audio system component situated in the
Building or on the Premises (the "NWS Audio System"). The Park Project is intended to feature
an external audio system (the "City Audio System"), located within SoundScape Park, capable of
complementing and working in tandem with the NWS Video System and NWS Audio System; and
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WHEREAS, pursuant to Section 6.2 of the Lease, on or about November 29, 2007, the
City and NWS entered into a Video and Audio System Agreement (the "Agreement") for the,
operation, scheduling and content of the programming of the external video and audio systems;
and
WHEREAS, there is a high demand for increased visual and listening areas at
SoundScape Park to serve public programming offered by NWS and promote activation of the
Park; and
WHEREAS, In response to this demand, the City wishes to add two additional visual and
audio areas at SoundScape Park(the"Livingrooms"), each of which will contain two Audio Media
Hydrants and one portable LED Video Wall, as more particularly described herein, that will allow
for increased capacity and further improve the quality of public programming offerings for City of
Miami Beach residents and visitors (the "Expansion Project" or"Project"); and
WHEREAS, on Mays 16, 2018, the Mayor and City Commission adopted Resolution No.
2018-30300, approving, in substantial form, Amendment No. 1 to the Agreement, in connection
with the Expansion Project,with the City funding the expansion of the audio system, in an amount
not to exceed $752,000 ("City's Contribution"), and NWS funding the expansion of the video
system, at NWS' sole cost and expense; and
WHEREAS, NWS has indicated that the LED screen video walls should be stored in a
climate-controlled facility in close proximity to the Park to ensur&ease of accessibility for
WALLCAST events and NWS does not have a facility for this purpose; and
WHEREAS, since the approval of the City's Contribution to the Expansion Project, NWS
has confirmed that the purchase and installation of the audio system will not exceed the total sum
of$572,000; and
WHEREAS, on October 30, 2019, the Mayor and City Commission adopted Resolution
No. 2019-31068, accepting Ithe recommendation of the Finance and Citywide Projects Committee
at its September 20, 2019 meeting; waiving, by 5/7th vote, the formal competitive bidding
requirement in Section 82-39(a)of the City Code, finding such waiver to be in the best interest of
the City; and, following a public hearing, approving, a Lease Agreement with NWS, having an
initial term of five (5) years, with one (1)four year renewal term; said Lease Agreement providing
for the construction, by the City, of a storage facility on the ground floor of the "Penn Garage",
located at 1661 Pennsylvania Avenue, for the storage of the LED screens(the "Storage Facility"),
to be funded by the City from the previously appropriated Expansion Project funds, in an amount
not to exceed $180,000.00, leaving a balance of the City's Contribution, in the amount of
$572,000; and
. WHEREAS, the Lease Agreement is being executed by the parties simultaneously with
this Agreement; and
WHEREAS, the Parties agree to coordinate the planning, scheduling and approval of the
design, purchase and installation of the additional visual and audio equipment in connection with
the Project, with NWS bei qg responsible for the development of the Project and the payment of
the costs associated with the purchase and installation of the LED Video Walls and related
improvements (the "Expansion Project Video System"), and the City being responsible for the
payment of the costs asso8iated with the purchase and installation of the Audio Media Hydrants
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and related improvements (the "Expansion Project Audio System"), in an amount not to exceed
$572,000.00; and
WHEREAS, each Party's respective responsibilities with respect to the Expansion Project,
including the equipment, are set forth in the Expansion Project Agreement, incorporated herein
by reference and attached as Schedule B hereto.
THEREFORE, in consideration of the mutual covenants and conditions herein contained,
and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the
Parties hereto agree to amend the Agreement as follows:
1. ABOVE RECITALS.
The Recitals are true and correct and are incorporated as part of this Amendment.
2. MODIFICATIONS.
The Agreement is hereby amended (deleted items strusk-thfough and inserted items
underlined) as follows:
A. A new Section 2 3 (Expansion Project) is hereby added to the Agreement, as follows:
2.3 Expansion Project. In order to enhance the audio and visual experience at
SoundScape Paik, the City and NWS wish to cooperate in the development of two (2)
additional viewing and listening areas ("Livingrooms"), on behalf of the City, at
SoundScape Park (the "Expansion Project" or "Project"), pursuant to the terms and
conditions of the Expansion Project Agreement. The Livingrooms, identified in Exhibit
1 to the Expansion Project Agreement, as "Center", having an approximate capacity
of 660 people, and "Picnic", having a capacity of approximately 480 people, shall each
contain two(2)Audio Media Hydrants (as defined below), and one (1) LED Video Wall
(as defined below).
2.3.1 Installation of Expansion Project Audio System. Audio Media
Hydrants shall defer to the two (2) permanent Audio Media Hydrants, which will be
installed in each Livingroom pursuant to the Expansion Project, as more particularly
described in Exhibit 2 to the Expansion Project Agreement. NWS shall be responsible
for the purchase and installation of the City's Audio Media Hydrants and related
improvements (the "Expansion Project Audio System"), and the City shall be
responsible for the payment of the cost associated with the purchase and installation
of the Expansiorit Project Audio System, in an amount not to exceed $572,000.00, and
its maintenance, upon expiration of the warranty period. Upon installation, the 1
Expansion Project Audio System shall become an extension of, and part of, the City
Audio System.
2.3.2 Installation of Expansion Project Visual System. LED Video Walls
shall refer to a portable LED modular screen, IP54 water rated, UL listed and portable
with a tight pixel pitch, viewable within approximately nine feet of the front of the wall.
The LED Videos Walls will be mounted to a portable device, with easy set up and
removal. Each Livingroom will contain one (1) LED Video Wall. Contingent on the
completion of 'he Storage Facility, NWS, at its sole cost and expense, will be
responsible for the purchase, installation and maintenance (upon expiration of the
warranty period of each LED Video Wall and related improvements (the "Expansion
Project Video System") for each Livingroom. Upon installation, the LED Video Wall
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shall become an extension of, and part of, the NWS Video System, which will be used
in SoundScape Park.
2.3.3 Operation of LED Video Walls by NWS at SoundScape Park. NWS
shall be responsible for the set-up of the LED Video Walls prior to commencement of
any presentation of Cultural Programming, as well as the prompt removal of the LED
Video Walls upon conclusion of the presentation.
2.3.4 Release. Under no circumstances shall the City be responsible for
any stolen or dai aged LED Video Wall or related improvement.
2.3.5 Removal or Relocation of Audio Media Hydrants or LED Video Walls.
Notwithstanding the City's approval of the installation of the Livingrooms by NWS
at SoundScape Park, the City, in its sole discretion and at its sole expense, may
request that NWS remove or relocate the Expansion Project Audio System or the
Expansion Project Video System, or, in the alternative, the City, on its own and at its
own cost, may remove or relocate the Expansion Project Audio System or the
Expansion Project Video System.
B. A new Section 19.7(No Discrimination) is hereby added to the Agreement, as follows:
19.7 No Discrimination. In connection with its operations, the NWS shall not exclude
from participation in, deny the benefits of, or subject to discrimination anyone on the grounds
of race, color, national origin, sex, age, disability, religion, income or family status.
Additionally, NWSshall comply fully with the City of Miami Beach Human Rights
Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time,
prohibiting discrimination ink employment, housing, public accommodations, and public services
on account of actual or perceived race, color, national origin, religion, sex, intersexuality, gender
identity, sexual orientation, marital and familial status, age, disability, ancestry, height, weight,
domestic partner status, labor organization membership, familial situation, or political affiliation.
C. A new Section 19.8 (NWS' Compliance with Florida Public Records Law) is hereby
added to the Agreement, as follows:
19.8 NWS' Compliance with Florida Public Records Law.
(A) NWS shall comply with Florida Public Records law under Chapter 119,
Florida Statutes, as'may be amended from time to time.
(B) The term "public records" shall have the meaning set forth in Section
119.011(12), which means all documents, papers, letters, maps, books, tapes,
photographs, films', sound recordings, data processing software, or other material,
regardless of the physical form, characteristics, or means of transmission, made or
received pursuant to law or ordinance or in connection with the transaction of official
business of the City.
(C) Pursuant to Section 119.0701 of the Florida Statutes, if the NWS meets the
definition of"Contractor" as defined in Section 119.0701(1)(a), the NWS shall:
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(1) Keep and maintain public records required by the City to
perform the service;
(2) Upon request from the City's custodian of public records, provide
the City with a copy of the requested records or allow the records to be inspected
or copied within a reasonable time at a cost that does not exceed the cost provided
in Chapter 119, Florida Statutes or as otherwise provided by law;
(3) ' Ensure that public records that are exempt or confidential and
exempt front public records disclosure requirements,are not disclosed, except as
authorized by law, for the duration of the contract term and following completion of
the Agreement if the NWS does not transfer the records to the City;
(4) Upon completion of the Agreement, transfer, at no cost to the City,
all public records in possession of the NWS or keep and maintain public records
required by he City to perform the service. If the NWS transfers all public records
to the City upon completion of the Agreement, the NWS shall destroy any duplicate
public records that are exempt or confidential and exempt from public records
disclosure requirements. If the NWS keeps and maintains public records upon
completion of the Agreement, the NWS shall meet all applicable requirements for
retaining public records. All records stored electronically must be provided to the
City, upon request from the City's custodian of public records, in a format that is
compatible with the information technology systems of the City.
(D) REQUEST FOR RECORDS; NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the City's
contract for services must be made directly to the City. If the City does not possess
the requested records, the City shall immediately notify the NWS of the request,
and the NWS must provide the records to the City or allow the records to be
inspected or copied within a reasonable time.
(2) NWS's failure to comply with the City's request for records shall
constitute a breach of this Agreement, and the City, at its sole discretion, may: (1)
terminate the Agreement, following receipt by NWS of a written request and NWS
failing to provide the requested records within thirty (30) days (2) avail itself of the
remedies set forth under the Agreement; and/or (3) avail itself of any available
remedies at law or in equity.
(3) If NWS fails to provide the public records to the City within a
reasonable time, NWS may be subject to penalties under s. 119.10.
(E) CIVIL ACTION.
(1) If a civil action is filed against NWS to compel production of public
records relating to the City's contract for services, the court shall assess and award
against NWthe reasonable costs of enforcement, including reasonable attorney
fees, if:
a. The court determines that NWS unlawfully refused to comply with
the public records request within a reasonable time; and
b. At least 8 business days before filing the action, the plaintiff
provided written notice of the public records request, including a statement
that the NWS has not complied with the request, to the City and to NWS.
(2) A notice complies with subparagraph (1)(b) if it is sent to the
City's custodian of public records and to NWS at the NWS's address listed on its
contract with the City or to the NWS's registered agent. Such notices must be sent
by common carrier delivery service or by registered, Global Express Guaranteed,
or certified mail, with postage or shipping paid by the sender and with evidence of
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delivery, which may be in an electronic format.
(3) If NWS complies with a public records request within 8 business
days after the notice is sent is not liable for the reasonable costs of enforcement.
(F) IF THE NWS HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE NWS'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADOCa)MIAMIBEACHFL.GOV
PHONE: 305-673-7411
D. A new Section 19.9 (Indemnification and Insurance) is hereby added to the
Agreement, as follows:
19.9. Indemnification and Insurance.
19.9.1 Indemnification. MNS agrees to indemnify, defend and hold harmless the City, and its
officers, employees contractors and agents, from and against any and all expenses, claims,
liability, losses and causes of action (at law or in equity), including, but not limited to, attorney's
fees and costs, that may arise or be alleged to have arisen out of the negligent conduct of NWS,
their officers, employees contractors and/or agents; or out of any activity related to this
Agreement. NWS 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
(or to provide for such defense, at City's option). NWS recognizes the broad nature of this
indemnification and hold harmless clause, and voluntarily make this covenant and expressly
acknowledge the receipt of good and valuable consideration, provided by the City in support of
the obligation in accordance with the laws of the State of Florida. Nothing herein shall be
construed to waive any of the City's rights set forth in Section 768.28, Florida statutes. Nothing
contained in this Agreement shall be deemed a waiver of sovereign immunity by the City. This
paragraph shall survive the termination of this Agreement. NWS may,without the City's approval,
settle any claim for which NWS accepts responsibility hereunder if such settlement involves only
the payment of money, which NWS agrees to pay, does not require the City to admit liability or
wrongdoing, and includes a general release in favor of the City.
19.9.2 Insurance.
19.9.2.1 During the Term of this Agreement, NWS shall maintain, and require that its
contractor(s) maintain, the following minimum insurance coverages:
A. Worker's Compensation insurance in at least the minimum amounts required by
Florida law; and
B. Commercial General Liability on a comprehensive basis, including Contractual Liability,
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Products/Completed Operations, in an amount not less than $1,000,000 combined
single limit per occurrence for bodily injury and property damage. The City of Miami
Beach, Florida shall be included as an additional insured with respect to this coverage.
19.9.2.2 The policies of insurance referred to above shall not be subject to cancellation
or changing coverage except upon at least thirty (30) days prior written notice to the City, and
then only subject to the prior written approval of the City Manager or Contract Manager. Within
ten (10) days from the Effective Date, NWS shall provide the City with NWS' Certificate of
Insurance for the insurance requirements contained in Subsection 19.9.2. 1 . All such policies
shall be obtained from companies authorized to do business in the State of Florida with an
A.M. Best's Insurance Guide (latest edition) rating acceptable to the City's Risk Manager, and
any replacement or substitjte company shall also be subject to the approval of the City's Risk
Manager.
E. A new Section 19.10 (Inspector General Audit Rights) is hereby added to the
Agreement, as follows:
19.10 Inspector General Audit Rights.
19.10.1 Pursiant to Section 2-256 of the Code of the City of Miami Beach, the City
has established the Office of the Inspector General which may, on a random basis,
perform reviews, audits, inspections and investigations on all City contracts,
throughout the duration of said contracts. This random audit is separate and
distinct from any other audit performed by or on behalf of the City.
19.10.2 The Office of the Inspector General is authorized to investigate City affairs
and empowered to review past, present and proposed City programs, accounts,
records, contracts and transactions. In addition, the Inspector General has the
power to subpoena witnesses, administer oaths, require the production of
witnesses and monitor City projects and programs. Monitoring of an existing City
project or program may include a report concerning whether the project is on time,
within budget and in conformance with the contract documents and applicable law.
The Inspector General shall have the power to audit, investigate, monitor, oversee,
inspect and review operations, activities, performance and procurement process
including but not limited to project design, bid specifications, (bid/proposal)
submittals, activities of NWS, its officers, agents and employees, lobbyists, City
staff and elected officials to ensure compliance with the contract documents and
to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, the
City is allocating a percentage of its overall annual contract expenditures to fund
the activities and operations of the Office of Inspector General.
19.10.3 Upon ten (10) days written notice to NWS, NWS shall make all requested
records and documents available to the Inspector General for inspection and
copying. The Inspector General is empowered to retain the services of
independent private sector auditors to audit, investigate, monitor, oversee, inspect
and review operations activities, performance and procurement process including
but not limited to project design, bid specifications, (bid/proposal) submittals,
activities of NWS, its officers, agents and employees, lobbyists, City staff and
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elected officials to ensure compliance with the Agreement documents and to detect
fraud and corgi uption.
19.10.4 The Inspector General shall have the right to inspect and copy all
documents and records in NWS's possession, custody or control which in the
Inspector Ge eral's sole judgment, pertain to performance under the Agreement,
including, but not limited to original estimate files, change order estimate files,
worksheets, proposals and agreements from and with successful subcontractors
and suppliers, all project-related correspondence, memoranda, instructions,
financial documents, construction documents, (bid/proposal) and contract
documents, back-change documents, all documents and records which involve
cash, trade or volume discounts, insurance proceeds, rebates, or dividends
received, palroll and personnel records and supporting documentation for the
aforesaid documents and records.
19.10.5 NWS shall make available at its office at all reasonable times the records,
materials, and other evidence regarding the acquisition (bid preparation) and
performance of this Agreement, for examination, audit, or reproduction, until three
(3)years afte rl final payment under this Agreement or for any longer period required
by statute or.by other clauses of this Agreement. In addition:
19.10.5.1 If this Agreement is completely or partially terminated, NWS shall make
available records relating to the work terminated until three(3) years after any
resulting final termination settlement; and
19.10.5.2 NWS shall make available records relating to appeals or to litigation or the
settlement of claims arising under or relating to this Agreement until such
appeals, liltigation, or claims are finally resolved.
19.10.5.3 The provisions in this section shall apply to NWS, its officers, agents,
employees, subcontractors and suppliers. NWS shall incorporate the •
provisions in this section in all subcontracts and all other agreements executed
by NWS in connection with the performance of this Agreement.
19.10.6 Nothing in this section shall impair any independent right to the City to
conduct audit or investigative activities. The provisions of this section are neither
intended nor shall they be construed to impose any liability on the City by NWS or
third parties.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the Parties or their duly authorized representatives hereby
execute this Amendment on the date written below.
CITY OF MIAMI BEACH, FLORIDA, a
municipal corporation of the State of Florida
By:
Dan Gelber, Mayor
ATTEST:
By: •
Rafael E. Granado, City Clerk
Date: ctl j
APPROVED AS TO
FORM & LANGUAGE
& FO CU
XETION
; �—
914 ta6
9 Luy At orneyA Dote
IN WITNESS WHEREOF, the Parties or their duly authorized representatives hereby
execute this Amendment on the date written below.
WITNESSES: NEW WORLD SYMPHONY, INC., a not-for-
profit corporation
--9')v�
Print Name: David Philips Howard Herring
President and CEO
T5‘
By: Assistant Vice President
Print Name: — E,
Date: <7 aWO
SCHEDULE A
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11
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SCHEDULE B
EXPANSION PROJECT AGREEMENT
ARTICLE I: SERVICES
1.1 Expansion Project Services. NWS agrees to purchase and install all equipment
including, without limitation, the Audio Media Hydrants ("Expansion Project Audio
Equipment") and improvements related thereto ("Expansion Project Audio System'),
and LED Video Walls ("Expansion Project Video Equipment") and improvements
related thereto (collectively, "Expansion Project Video System) in connection with the
development of two (2) additional viewing and listening areas ("Livingrooms"), on
behalf of the City, at SoundScape Park (the "Expansion Project" or'Project"), as more
particularly identified in Exhibit 1 hereto.
1.2 Center Livingroom. NWS shall purchase and install two (2)Audio Media Hydrants and
one (1) LED Video Wall and all necessary Project improvements to complete the
installation of the Expansion Project Audio Equipment and Expansion Project Video
Equipment for the Center Livingroom.
1.3 Picnic Livingroom. NWS shall purchase and install two (2)Audio Media Hydrants and
one (1) LED Video Wall and all necessary Improvements to complete the installation
of the Expansion Project Audio Equipment and Expansion Project Video Equipment
for the Picnic Livingroom.
1.4 Expansion Project Audio Equipment. Type and size of Audio Media Hydrants, as
identified in Exhibit 2, attached hereto, is hereby approved by the City, in its
proprietary capacity. The location of the Audio Media Hydrants shall be subject to the
prior written approval of the City Manager, at the City Manager's sole discretion, which
shall be given or denied within (10) days of NWS's written request. The City's failure
to provide a response to NWS within the ten days shall not be deemed an approval by
the City.
1.5 Expansion Project Video Equipment. The type, size and location of the LED Video
Wall shall be subject to the prior written approval of the City Manager, at the City
Manager's sole discretion, which shall be given or denied within ten (10) days of
NWS's written request. The City's failure to provide a response to NWS within the ten
(10) days shall not be deemed an approval by the City. LED Video Walls shall refer
to a portable LED modular screen, IP54 water rated, UL listed and portable with a tight
pixel pitch, viewable within nine feet of the front of each wall, similar to the depiction
attached as Exhibit 3, hereto. The LED Video Walls will be mounted to a portable
device, with easy set up and removal. Upon approval, Exhibit 3 shall be updated to
reflect the description of the approved LED Video Wall.
1.6 Governmental Approvals. Notwithstanding the City's approval, in its proprietary
capacity, of the type, size and location of the Expansion Project Audio Equipment or
the Expansion Project Video Equipment, NWS shall be responsible for securing all
required governmental approvals from the City, in its regulatory capacity, from the
City's regulatory departments (such as the Building Department) and regulatory
boards.
12
1.7 Construction Insurance.
1.7.1 The City shall not be liable for any claims, losses or damages suffered by third
parties arising from NWS', or its officers', agents', employees' or contractors'
fabrication, construction, and installation of the Expansion Project
Audio System or Expansion Project Visual System .
1.7.2 NWS shall maintain, or require that its contractor(s) maintain, the following insurance
coverages in connection with the installation of the Expansion Project
Audio System or Expansion Project Visual System .
A. Worker's Compensation insurance in at least the minimum amounts
required by Florida law; and
B. Commercial General Liability on a comprehensive basis, including
Contractual Liability, Products/Completed Operations, in an amount not
less than $1,000,000 combined single limit per occurrence for bodily injury
and property damage. The City of Miami Beach, Florida shall be included
as an additional insured with respect to this coverage.
1.7.3 The policies of insurance referred to above shall not be subject to cancellation or
changing coverage except upon at least thirty (30) days prior written notice to the
City.. Prior to Contractor commencing work, NWS shall provide the City with
Contractor's Certificate of Insurance for the insurance requirements contained in
Subsection 3.6.2. All such policies shall be obtained from companies authorized to
do business in the State of Florida with an A.M. Best's Insurance Guide (latest
edition) rating acceptable to the City's Risk Manager, and any replacement or
substitute company shall also be subject to the approval of the City's Risk Manager.
ARTICLE 2: FEE
2.1 Fee. NWS shall be paid an aggregate sum, not to exceed $572,000.00 (the "Fee"), in
connection with the purchase and installation of the Expansion Project Audio System,
inclusive of hard and soft costs. Contingent on the completion of the Storage Facility,
NWS shall be solely responsible for the payment of any costs associated with the
purchase and installation of the Expansion Project Visual System. Additionally, any
Expansion Project Audio costs exceeding the Fee shall be the responsibility of NWS.
2.2 NWS hereby agrees and covenants to use the Fee, and all Fee payments disbursed
to NWS by the City in connection with these services, solely for the purpose of funding
the hard and soft costs incurred by NWS to purchase and install the Expansion Project
Audio System.
2.3 As referenced herein, the "Project Cost" shall mean the hard costs and soft costs
necessary to purchase and install the Expansion Project Audio System, incorporated
herein by reference and attached hereto as Schedule "C". The Project Cost shall
not exceed $572,000.00. In the event the Project Cost exceeds $572,000.00, NWS
13
shall provide immediate written notice of same to the City, along with evidence
reasonably satisfactory to the City regarding NWS' sources of funding for all remaining
costs in excess of $572,000.00 needed to complete the Project. NWS shall also
include a revised cost estimate for the Project Cost, including a detailed breakdown of
costs needed to complete the Project. Notwithstanding the preceding, the City shall
have no obligation to fund any Project Cost in excess of the Fee. Accordingly, NWS
hereby agrees, covenants, and represents to the City that NWS shall be solely
responsible for any Project Cost in excess of the $572,000.00 Fee, as required and
necessary to complete the Project. Additionally, any application of the ''Contingencies"
funds, as delineated in Schedule C shall require the City's prior written approval.
2.4 Funding Draw Requests and Payments
Subject to the terms and conditions of this Agreement, the Fee shall be paid by the
City to NWS as follows:
(a) Payments to NWS shall be made on a reimbursement basis ("Reimbursement"). In
connection with any Reimbursement, NWS shall provide the City with a signed
disbursement request form, attached as Exhibit 4, hereto, along with the appropriate
supporting documentation, including, without limitation, the contract, licensing
information, insurance information, estimate, invoice, warranty information and any
other documentation with respect to the Project which may be requested by the City.
Additionally, upon request for final payment, NWS shall submit the appropriate
supporting documentation, as required herein in subsection 2.4(e) and including,
without limitation, any other proof which may be reasonably requested by the City.
(b) All costs, fees and expenses attributable to work and/or services performed, or caused
to be performed, by NWS for the purchase and installation of the Project Audio System
shall be identified, tracked, accounted for, invoiced, and paid by NWS in a manner that
clearly distinguishes the Project and the Expansion Project Audio System costs from
other costs incurred by NWS including, without limitation, costs, fees, and expenses
incurred in connection with the Expansion Project Video System.
(c) The City shall have the right to make Fee payments by check or wire transfer to NWS.
The City shall pay each properly submitted Reimbursement request within 30 days of
its receipt of sucn request.
(d) NWS shall also be responsible for reporting, in each Monthly Status Report,
any contractual relationship established to perform work or services on the Project;
start date; project schedule to reflect completion date of December 31, 2020 August
30, 2021, as required in the Monthly Status Report. Additional reports may be required
at the discretion of the City Manager.
(i) Monthly Status Report to be submitted to the City on the thirtieth
(30') day of each month, to detail expenditures and progress
for the preceding month.
(ii) The City Manager shall approve any contracts relating to the
Project, which shall not be unreasonably withheld and which
shall be given (or denied with written explanation supporting
such decision) within ten (10) days of NWS's request. The
14
City's failure to provide a response to NWS within the ten (10)
days shall not be deemed an approval by the City. The City
shall be a third party beneficiary under any contract relating to
the Project.
(e) Completion of the Proiect. NWS shall complete the Project on or before December 31,
2010 August 30, 2021. Upon completion of the Project, NWS shall submit to City, for
City's acceptance and approval:
(i) Applicable contract documents relating to the Project; and
(ii) Copies of all agreements, permits, and licenses, and all insurance
policies or certificates, if any, pertaining to the work;
(iii) All manufacturers, suppliers' and subcontractors' warranties duly
assigned to the City (the "Warranties), and all maintenance and
operating instructions pertaining to the completed work; including
the standard manufacturer's warranty for the Expansion Project
Audio System and components purchased in relation to the
Expansion Project Audio System and a minimum one (1) year
warranty for all completed work.
(iv) Bill of Sale, purchase documentation, or assignment (as prepared
by the City and approved by NWS, which approval shall not be
unreasonably withheld or delayed, evidencing title for the
Expansion Project Audio System vesting in the City of Miami Beach.
(f)Notwithstanding anything contained herein, payment of the Fee shall not constitute a
waiver of claims by the City for: (i)faulty or defective Expansion Project Audio System;
(ii) failure of the work to be in strict accordance with the approved final plans and
specifications for the Expansion Project Audio System; and (iii)terms of all Warranties
required by the applicable contract documents.
(g) NWS shall use best efforts to fully cooperate with and assist the City in resolution of
any issues with regard to City's claims for defects, Warranty issues, and/or other post-
purchase issues contemplated in subsection (f) above, as they may arise, at no cost
to the City.
(h) All Warranties shall commence on the date of delivery of the Expansion Project Audio
System, unless otherwise provided.
(i) Title to the Expansion Project Audio System shall vest with the City. NWS shall cause
for the Expansion Project Audio System to be purchased on behalf of, and for the
benefit of, the City of Miami Beach, Florida, and shall provide evidence thereof as part
of the supporting documentation required hereunder.
ARTICLE 3: BOOKS AND RECORDS; INSPECTION RIGHTS
3.1 NWS shall maintain adequate records to justify all costs, expenses, fees and charges
incurred which represent the portion of the Project funded by the Fee for at least three (3)
years after completion of the work. The City shall have access to all books, records, and
15
documents as required in this Article for the purpose of inspection or auditing during
normal business hours.
3.2 NWS shall maintain accounts, books and records in connection with the Project(including,
without limitation, all portions of the Fee). NWS shall use reasonable commercial efforts
to maintain such accounts, books and records in such a manner that it will not be unduly
costly or difficult for the City to segregate, ascertain or identify the use of the Fee to
determine NWS compliance with the terms and conditions of the Agreement during a City
Inspection (as hereinafter defined).
3.3 The City shall have the right to inspect NWS' records for the Project, and shall further have
the right to audit NWS' performance of its obligations under this Expansion Project
Agreement (collectively, the "City Inspection") to determine compliance with the
Expansion Project Agreement, as follows:
a) The City or its designated agent may examine, in accordance with
generally accepted accounting principles, all records related to the Project
for the purpose of determining NWS compliance with the terms of this
Expansion Project Agreement.
b) Any City Inspection shall be (A) subject to the City providing NWS with ten
(10) business days prior written notice thereof; (B) at the City's cost; and
(C) performed during the regular business hours of NWS on regular
business days of NWS.
ARTICLE 4— BREACH, OPPORTUNITY TO CURE AND TERMINATION
4.1 Each of the following shall constitute a default by NWS:
(a) If NWS uses all or any portion of the Fee for costs not associated with the Project and
NWS fails to refund the unauthorized funds within thirty (30) days after written notice of
the default is given to NWS by the City
(b) If NWS shall breach any of the other covenants or provisions in this Expansion Project
Agreement, and NWS fails to cure its default within thirty (30) days after written notice of
the default is given to NWS by the City; provided, however, that if not reasonably possible
to cure such default within the thirty (30) day period, such cure period shall be extended
for up to ninety (90) days following the date of the original notice if within thirty (30) days
after such written notice NWS commences diligently and thereafter continues to cure.
(c) If the Expansion Project is not used as part of the NWS Video System and NWS Audio
System on SoundScape Park for a period of five years following the completion of the
Project, NWS shall repay the City, as liquidated damages, an amount equal to the
unamortized balance of the Project Cost, amortized over the five year period following
completion of the Project (except as such term may be extended for Force Majeure
pursuant to Section 4.3 hereof).
4.1.1 Remedies for Default by NWS:
(a) Upon the occurrence of a default as provided in Section 4.1, and such
default is not cured within the applicable grace period, the City, in
16
addition to all other remedies conferred by this Expansion Project
Agreement, may require that NWS reimburse the City for all the Fee
provided by the City hereunder. At the City's sole discretion, the City
may, from amounts otherwise appropriated to NWS (or due to NWS
pursuant to any other agreement), withhold, deduct or set off any
amounts that the City reasonably believes are sufficient to reimburse
the City for any default under this Expansion Project Agreement.
(b) The City may institute litigation to recover damages for any default or
to obtain any other remedy at law or in equity (including specific
performance, permanent, preliminary or temporary injunctive relief, and
any other kind of equitable remedy).
(c) Upon the occurrence of a default by NWS which remains uncured within
the time periods provided in Section 4.1, the City may terminate this
Expansion Project Agreement, upon written notice to NWS. Upon
termination of this Expansion Project Agreement, the City shall have no
further liability or obligation to NWS. NWS understands and agrees that
termination of this Expansion Project Agreement under this section
shall not release NWS from any obligation accruing prior to the effective
date of termination
(d) The rights and remedies of the City are cumulative and the exercise by
the City of one or more of such rights or remedies shall not preclude
the exercise by it, at the same or different times, of any other rights or
remedies for the same default or any other default.
(e) Any failure of the City to exercise any right or remedy as provided in
this Expansion Project Agreement shall not be deemed a waiver by the
City of any claim for damages it may have by reason of the default.
4.2 Default by the City. If the City shall breach any of the covenants or provisions in this
Expansion Project Agreement, and the City fails to cure its default within thirty (30) days
after written notice of the default is given to the City by NWS; provided, however, that if
not reasonably possible to cure such default within the thirty (30) day period, such cure
period shall be extended for up to ninety(90) days following the date of the original notice
if within thirty (30) days after such written notice the City commences diligently and
thereafter continues to cure.
4.2.1 Remedies for Default by the City:
Upon the occurrence of a default by the City which remains uncured within the time periods
provided in Section 4.2, NWS may terminate this Expansion Project Agreement, upon
written notice to the City. However, such termination shall not relieve the City of any
obligations for which it is responsible hereunder, including payment of all or a portion of
the Fee, which obligations may have arisen prior to the date of the termination. Upon
termination of this Expansion Project Agreement by NWS, the City shall have no further
liability or obligation to NWS, except such liability as may have arisen prior to the date of
such termination. NWS may institute litigation to recover damages for any default or to
obtain any other remedy at law or in equity (including specific performance, permanent,
preliminary or temporary injunctive relief, and any other kind of equitable remedy). Upon
17
payment of any outstanding Fee owed to NWS, NWS will transfer title, to the City, for all
of the equipment purchased with the Fee through the date of termination.
4.3 Force Majeure. Whenever a period of time is herein prescribed for the taking of any action
by a Party hereunder, such Party shall not be liable or responsible for any delays
(including, without limitation, any delay by the City in making the Reimbursement, nor shall
such Party be obligated to perform hereunder, nor deemed to be in default hereunder, if
the required action or performance of a Party is prevented due to strikes, riots, acts of
God, shortages of labor or materials, war, governmental laws, regulations or restrictions,
or any other cause whatsoever beyond the control of such Party.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
•
18
Exhibit 1
Schedule B
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Exhibit 2
Schedule B
EXPANSION PROJECT AUDIO EQUIPMENT
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Schedule B
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21
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SCHEDULE B
LARGER VIDEO WAIL i Pro Sound Video
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Axel Pitch 4mm �,... t r - —_
Pixel Density 180,000 dots/m2 • e 4... 1.a
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Pixel Duanl.ty M'"H) 64 • 32 Pixels •
Module Size 10.1• • 5.04" •. I
Material Die-cast Steel -1
IP Ra•n9 IP65
Screen Specification
Peet Quantity(W•H) 1216 640 Pixels
Dimension(Ft)(W•H) '596 • 8.4 It - • '-
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Screen Diagonal Length ceet-18.0 Inches-216.4 —
BrightneSs 6000 into sea Mb
Minimum Viewing Distance 13.211 __--
Power Supply Input Voltage AC318OV
Power Supply Output Voltage AC220V
Current 32A
Power Consumption Average v 4961 W I Max. 9962 W _ -
Trailer Specs
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Turning Rad-us 28.2' , t
The 16 Inch Tire.4 Pc0 •
Braking System Hydraul,c Braking1111:
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Dimensions 30.215.6'x 8.03'
Weight 8820 lbs
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Max Speed 37mph
Lift Type Hydraulic Lih '' k
Lel Height 4.92'
Rotaoon Range 360 Degrees
Re e
Display Size(L'hl 15.9816-4•
CabinetsCabinet Material Die-cast Steel
LEO Chip Model Nationslar 3535 1 unn 5 168050.00 S 166,050.00
Driving IC Model M815153
Control System Novastr
Generator 2 Power Generator 13-154W 1 pcs
Set-up 3 Commissioning* Onsne Ass.WConfiglTraming 1 Displays S 5,500.00 5 5,500.00
Total Pnce, $ 171,1111.00
Main Spare i Modules 5% pcs Included
Pans 2 Power Supply 3% pcs Included I
3 Receiving Card 3% pta included i
Additional spare parts can be ordered.
Quotation Terms:
1.Pace Terms FOB South FL
2.Payment Terms.50%vire transfer deposit.50%wore transfer upon delivery.
3.Lead Time•Producaon•75 Days.Sea Stepping 4-6 Weeks
4.Warranty:Standard 4 years.1 year on Trailer and Hydraulics
S.This quotation is valid for 30 days.
SMALL TRAILER VIDEO WALL Pro Sound Video
LF. II I S Ir. L/AYS
a re Pt INCL TI-IF_ WAY
P4mrn 12.18'x6.7'LED Trader Frcnt or Rear Access•LEO Screen
Quote#4084-Pro Sound-LED Trailer Date: 7/10/2020
Nodule Specification
Pr&Pitch Imm _.- _.
Pxel Density180,000 dots/m2 ,'.
Pixel Configuration tR1G1B,SMD3535 - '
Pixel Quantity CW•II) 64 • 32 Pixels -
dule
Male-ta a 10.7' D5ie-cast
Matmai Die-cast Steel
ilip
IP Rating IP65
Screen Specification 1:1.x®
•
Pixel Quantity(W•H) 1216 • 640 pixels
Dimension(FL)(N"H) 12.18 • 6.7 R J•
Screen Diagonal Length Feet-13.9 Inches-166.9 N.
Brightness 6000 nits
—
MinimumViewing Vieng Distance 13.211
•
Power Supply Input Voltage AC220V
Power Supply Output Voltage AC220V - -- I
r
Current 16A
Power Consumption Average= 4981 W I Max= 9962 W j
Trailer Specs
Turning Radius 26.2
Tee 14 Inch Tire.4 Pcs
Braking System Hydrautc Braking i j 1
Tad Light 2 Rear
Dimensions 26.25:5.6'x 7.05'
`fight 6173 lbs _ _ ®- l
Max Speed 37 t
Lm Type Hydraulic Lift = ____ - —•,
_,
tlrt Height 3.94'-4.92'
Rotation Range 360 Degrees
Ne. Nems Dosed Quantity Unit -
D,splay SIZel"H; 12.16x5.7'
CabinetsCabinet Mater al Diecast Steel
I LEO Chip Model ( Nationstar 3535 1 ' unit S 121,955.00 S 121,955.00
Driving IC Model M1315153
Contra System, 44 Novastar
Generator 2 Power Generator I 8-12KW 1
pu S -
Set-up 3 Commissioning' Onsite AssisVConfgfraining 1 Displays S 2,875.00 S 2,875.00
Total Price: $ 121,880.00
Main Spare 1 Modules 5% PCI Included
Paris 2 Power Supply 3% pu Included I
3 Receiving Card 3% pus Included r
Additional spare parts can be ordered.
Quotation Terms:
1 Pnce Terms FOB South Ronda
2.Payment Terms:SO%vee transfer deposit,50%woe transfer upon delivery.
3 Lead Tme:Production=60 Days.Sea Shipping 4.6 Weeks
4.Warranty:Standard 4 years.1 year on Trailer and Hydraulics
5.This puotaaon 1s valid for 30 days.
Exhibit 4
Schedule B
PLEASE SUBMIT THIS FORM ON NWS LETTERHEAD
Reimbursement Request
Date
Tourism, Culture and Economic Development Department
Attn: Luis Wong
1755 Meridian Avenue, Suite 500
Miami Beach, FL 33139
Attached please find the required reimbursement forms requesting payment in the amount of
$ for the following:
Project Name and Number Amount
I certify that all the attached documents have not been previously reimbursed or submitted for
payment and that all of the expenditures comply with the terms and conditions of the Expansion
Project Agreement, attached as Schedule B to Amendment No. 1 to the Video and Audio
System Agreement, between the City of Miami Beach, Florida and New World Symphony, Inc.,
dated November 29, 2007 and have attached our monthly report providing the latest project
update.
Sincerely,
Schedule C
PROJECT COST
23
Schedule C
Pro Sound,Inc
Soundscape Park - Miami Beach
Audio and Infrastructure Additions and Upgrades
CITY DESCRIPTION MANUFACTURER MODEL SECTION
TOTALS
Sound Sub-Total This Section 281,497,11
4 Left/Right Channels for 2 Screens Meyer Sound UPA-1P Weather Rated $5,991.48 $23,965.92
1 RMS Server for new speakers Meyer Sound RMServer Upgrade $1.990.43 $1,990.43
1 Core Matrix for four DCP's Meyer Sound DAI0-168 $10,322.40 $10,322.40
1 Inout Module Meyer Sound DAI-24 $10,322.40 $10,322.40
1 Output Module Meyer Sound DAO-24 $10,322.40 $10,322.40
7 System Upgrade of Current Gear Meyer Sound Upgrade Firmware,Software $1,615.68 $11,309.76
5 Technical Support-Acoustic Services Meyer Sound Acoustic Testing-Site $2,570.40 $12,852.00
1 Alignment&Tuning Pro Sound Source Independent Measurement 3 $9,873.60 $9,873.60
1 New Equipment Infrastructure Testing Pro Sound System $1,958.40 $1,958.40
1 Programming-D-Mitn's _ Pro Sound _Re-program and Software Conversion $23,562.00_ $23,562.00
2 Support Hardware Pro Sound Custom $391.68 $783.36,
I Rebuild Equipment Rack to Accommodate New Gear Pro Sound Labor&Connectors $97.92 $97.92
5 Production Panels for Media Hydrant and BPE Pro Sound Custom Panel $61.20 $306.00
Infrastructure
4 Media Hydrants-Custom Custom Manufacture to Match Existing $7,542.00 $30.168.00
3 Fiber Optic Cable-Water Blocked-6 Strand Belden Wire&Cable FD Series $734.34 $2,203.03
30 Fiber Optic Connectors-Fusion Splice Type AFL SM Pre-Tenn Polished $22.03 $660.96 _
2 Water Blocked Copper Cable-Shielded Belden Wire&Cable 9451W8 $307.22 $614.45
2 Video Cable-Water Blocked Belden Wire S Cable 1694WB $451.66 $903.31
1 Ethernet Cable-Water Blocked Belden Wire&Cable M58772 $498.17 $498.17
2 RMS Control Cable Belden Wire&Cable 1502WB $538.56 $1,077.12
Update Fiber Patchbay,n Projection Tower Pro Sound F tier Panel $85.68 $85.68
!Design,Programming,Management,General Conditions Sub-Total This Section — 144,609.10
Incudes Field installation,Shop Installation T Pro Sound Project Management $32,000.00
Pro Sound Design,Engineering,Plans—~_ $33,075.00^
Incudes Ste Visit for Media Hydrant Work Pro Sound Coordination w/Trades $4,000.00
-
+ Pro Sound Estimated Freight&Rental Cost __.–.- $6,818.48
1 Pro Sound System Development&Programming $41,800.00
i..--:, . Pro Sound Insurance&Warranty Support $7,716.00
f
1 Pro Sound Auto&Van&(rucking Costs yy $2,210.00
Based on 6%of$281,496.74 1 16889.8 Pro Sound Mark-up on Equipment&Services Above 1 $16,889.80
'Subcontractors .I
• Electrical Jpgrades Electrical Contractor Champion Electnc $28,000.00 $28,000.00 i 28000.00,
Allowances
1Landscape Repairs Landscaper Landscape Repairs _ $10,000.00 510.000.00 10,000.00
1 Concrete Base Support THD For Media Hydrant Base&Support $25,000.00 525,000.00 25,000.00
Contingencies
1 Electrical Issues Electrical Contractor Contingency $20,000.00 $20,000.00 20,000.00
1 Design Professionals if Plans Required TED For Concrete&Electrical $10,000.00 $10,000.00 10,000.00
1 Permit Allowance City of Miami Beach Permit Cost if Required $2,000.00 $2,000.00 2,000.00
1 Unforseen Circumstance Repairs TBD Contingency 50,000.00
REV4 TOTAL' $571,006.42
1 oft July 30, 2020