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Agreement with Ideko Productions LLC Do6ign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 O - �� cL+ PROFESSIONAL SERVICE AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FL AND IDEKO PRODUCTIONS LLC FOR THE ACTIVATION AND CULTURAL PROGRAMMING OF LUMMUS PARK Feb rM 8 PROFESSIONAL SERVICES AGREEMENT (the "Agreement") made on , 2021 ("Effective Date"), between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation of the State of Florida, having its principal address at 1700 Convention Center Drive, Miami Beach, Florida, 33139 (hereinafter called the "City"), and IDEKO PRODUCTIONS, LLC, a New York limited liability corporation, with its principal address located at 999 South Oyster Bay, Suite 307, Bethpage, NY 11714, (hereinafter"IDEKO"). WITNESSETH WHEREAS, on September 17, 2020, staff from the Tourism and Culture Department presented a report to the Land Use and Sustainability Committee, Miami Beach Art Deco Cultural District Workshop outlining of possible activations for Lummus Park, including temporary public art installations, cultural programming, and an artisanal market; and WHEREAS, on October 30, 2020, a Request for Letters of Interest(RFLI)was issued to the pool of event organizers seeking an organization that would be able to program activations to improve Ocean Drive and the immediately surrounding community and create a family-friendly, safe environment without diminishing its commercial energy, further enhancing its reputation as one of the world's most iconic destinations and thoughtfully highlighting its internationally acclaimed architecture, park, and beach; and WHEREAS, on November 24, 2020, from a pool of event organizers, including Tom Bercu Presents, SWARM and IDEKO, City Staff identified IDEKO as an appropriate event organizer for the Lummus Park activations; and WHEREAS, IDEKO is a full-service live event and experiential agency, with a proven track record of building, creating, designing and managing large-scale experiential outdoor events and marketing activations by working collaboratively with clients to concept all types of activations, by leveraging their government, logistics and client management expertise nationwide; and WHEREAS, Proposal Documents shall mean City of Miami Beach Request for Letters of Interests, dated October 30, 2020, to identify an organization to provide cultural programming for Lummus Park, issued by the City in contemplation of this Agreement, and IDEKO's proposal in response thereto (the "Proposal"), all of which are hereby adopted by reference and incorporated herein as if fully set forth in this Agreement. Accordingly, IDEKO agrees to abide by and be bound by any and all of the Proposal Documents; provided, however, that in the event of an express conflict between the Proposal Documents and this Agreement, the following order of precedent shall prevail: (i)this Agreement; (ii)the RFLI; and (iii)the Proposal; and further provided that in any case, the precedence will be given to that term/provision which allows the 1 DocuSign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 A City to enforce this Agreement in the strictest possible terms, and/or in accordance with the term(s) most favorable for the City; and WHEREAS, accordingly, the City and IDEKO have negotiated the following Agreement for the cultural program planning of Lummus Park. NOW THEREFORE, in consideration of the premises and the mutual covenants and conditions herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby conclusively acknowledged, it is agreed by the parties hereto as follows: The above recitals are true and correct and are incorporated herein by reference as part of this Agreement. SECTION 1. TERM. 1.1 The term of this Agreement shall be for a period of one (1) year, commencing on the Effective Date (which shall be defined as the date of execution of this Agreement), and ending at 11:59 p.m. on the first (1st) anniversary of such Effective Date. 1.2 For purposes of this Agreement, the first "Contract Year" shall be defined as commencing on the Effective Date and thereafter continuing for twelve (12) full calendar months, ending on the last day of the 12th full calendar month. SECTION 2. PROGRAM AREA AND PROGRAM SERVICE ZONE. 2.1 The City hereby grants to IDEKO the non-exclusive right, during the Term of this Agreement, to develop and execute five(5)family friendly cultural programs, as described herein, generally, in the following Program Service Zone and, specifically, upon the following Program Areas (hereinafter such areas shall be referred to individually as a Program Area, or collectively as the Program Areas): 2.2 Program Service Zone. The Program Service Zone shall be defined as Lummus Park, located between 5th and 15`h Street (also referred to herein as the "City Property") as depicted in Exhibit A, incorporated herein by reference and attached hereto. Any modification to the Program Service Zone shall be subject to the prior written approval of the City Manager, in its sole and absolute discretion. 2.3 Program Area. The Program Area shall be defined as designated by the City Manager or Contract Manager (as defined herein), in his or her sole discretion, within the Program Service Zone, to be used exclusively for cultural programming. Within thirty (30) days from the Effective Date of the Agreement, the City Manager or Contract Manager shall approve, in writing, a site plan of the Program Area, which will be incorporated herein and attached hereto as Exhibit B. Any change in the location of the Program Area shall be subject to the prior written approval of the City Manager, in the City Manager's sole and absolute discretion. 2 Doci{Sign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 2.4 Any amendments to any and all Exhibits to the Agreement must be approved, in writing, by the City Manager, prior to implementation of same, and an updated exhibit shall be incorporated herein. SECTION 3. USES. 3.1 Program Services. IDEKO shall curate, operate and manage cultural programming for the Program Areas. Programming shall be described as high quality curated events that touch on the creative pillars of music, cinema, visual arts, wellness, cuisine and the small artisanal business community, as particularly described in Exhibit "C" (The "Program" or "Services"). The Program shall activate and enhance the Program Service Zone and the immediately surrounding community and create a family-friendly, safe environment without diminishing its commercial energy, further enhancing its reputation as one of the world's most iconic destinations and thoughtfully highlighting its internationally acclaimed architecture, park, and beach. The Program should establish a curatorial vision that incorporates music, culture, arts and entertainment. Notwithstanding the City's approval of the Program Areas and future approval of the location of any Facilities (as defined in subsection 3.2). such approval is given by the City solely in its proprietary capacity, and not in its regulatory capacity. Notwithstanding such proprietary City approval, IDEKO acknowledges and agrees that proposed locations of a Program Area or the location of a Facility within an agreed upon Program Area may also trigger and require review and approval by one (or more) of the City's regulatory bodies. Accordingly, in such circumstances, IDEKO shall be required, at its sole cost and expense, to obtain any and all required final, non-appealable development approvals and/or orders, prior to implementation of said Facility in the approved Program Areas. 3.2 Facilities. 3.2.1 Operation of the Program shall generally include temporary structures or elements, such as stages, seating, lighting, booths, tents, tables, signs, or spaces(s) (collectively, "Facilities"). The Facilities shall take place in conformance with the site plan approved in by the City. IDEKO further agrees that it will not alter or modify its site plan without the prior written consent of the City Manager or the Contract Manager. No permanent improvement shall be installed in the Program Area. 3.2.2 IDEKO shall provide, at its sole cost and expense, any and all design services including, but not limited to, architectural and engineering services, as reasonably required in connection with the permitting, approval, and installation of the Facilities. 3.2.3 The design, type, material, and color of any and all Facilities shall be approved in writing by the City's Planning Department prior to the Commencement Date. Thereafter, IDEKO shall not change, alter, or modify the design,type, material, and 3 DocuSign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 color of any such City-approved Facilities without the prior written consent of the Contract Manager. 3.2.4 The condition and quality of IDEKO's Facilities shall at all times be maintained in a manner that is consistent with the condition and quality of similar facilities in first- class cultural activations. It is the City's intent, and IDEKO hereby agrees and acknowledges, to develop and promote a world-class cultural activations similar to those found in other first-class resort and beach communities comparable to the City of Miami Beach. Accordingly, IDEKO shall, at a minimum, ensure that all Facilities placed within the Program Area are well-maintained and in usable condition, but shall also adhere to the high, ongoing maintenance standards for same, consistent with the aforementioned conditions and standards of quality. 3.3 Additional Facilities. Notwithstanding any provisions to the contrary herein, and subject further to approval by the City, which approval shall be at the City Managers sole and absolute discretion, the City shall be solely responsible for determining the need (if at all) for installation of additional temporary Facilities on the City Property, based on usage and operational load. In the event that the City determines, and IDEKO agrees, that there is a need for installation of additional Facilities on the City Property, the City, in its sole discretion, shall determine the additional Program Area (or Areas) for such Facilities. 3.4 Removal of Facilities at City's Request. Notwithstanding the approval of the installation of any Facilities, within a designated Program Area, the City Manager, at the City Manager's sole and absolute discretion, may request the removal of any Facilities, when the City Manager, in the City Manager's sole and absolute discretion, deems that the programming is no longer desired. Except in the case where exigent circumstances exist, which in the City Manager's reasonable discretion require a shorter response time, the City shall provide IDEKO with fourteen (14) days written notice of such request ("Request for Removal"). Upon receipt of a Request for Removal, IDEKO shall remove said Facility in conformance of the terms set forth in Subsection 15.7. 3.5 Price Schedules. IDEKO agrees that no fees shall be charged to attendees for outdoor cultural programming. Any changes to these fees must be approved, in writing, by the City Manager. The City shall have the final right of approval for any change in the fees, but said approval shall not be arbitrarily or unreasonably exercised. 3.6 Program Activations. 3.6.1 The quality of cultural programming offered by IDEKO will be first-rate and comparable to activations available in parks in other first-class resort and beach communities similar to Miami Beach (or, at a minimum, to the quality of cultural programming being offered within the City), and more particularly delineated in the attached Exhibit C. 4 DocySign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 3.6.2 City Approval of Items. In the event that the City determines, at its sole option and discretion, that any of the cultural programs are no longer permitted, then the City may revoke IDEKO's right to provide such programming, upon thirty(30) days written notice to IDEKO. 3.7 Electricity Usage. 3.7.1 Lummus Park. At contract execution, it is anticipated that IDEKO will utilize or require electricity for Lummus Park. IDEKO, at its sole cost and expense, shall provide quiet (whisper) generators for use of activations requiring electricity. IDEKO shall not create a fire hazard or connect to any electric outlets or power sources. IDEKO must provide its own power sources, if any is required, and the proposed number and quality of generators used must be approved in writing by the Contract Manager. SECTION 4. COMPENSATION 4.1 Compensation. 4.1.1 Compensation and Schedule of Payments. City agrees to pay IDEKO, in the manner specified in Section 4.1.3 and Exhibit D (Compensation and Schedule of Payments) hereto, the amount not to exceed Seventy-Five Thousand Dollars and No Cents ($75,000.00), which amount shall be the total compensation to IDEKO for the Program. 4.1.2 Invoices IDEKO may submit invoices for compensation no more often than on a monthly basis, but only after the portion of the Services for which the invoice is submitted has been satisfactorily completed and accepted by the Contract Administrator. An original invoice shall be submitted to the Contract Administrator within fifteen (15)days of the end of the month, except the final invoice, which must be received no later than thirty (30) days after completion of all Services. Invoices shall designate the nature and portion of the Services performed (percentage of completion). All invoices must be signed off and approved by the Contract Administrator as a condition of approval for payment by City. A written program description report shall accompany each invoice, describing the Services completed during that period. Photographic documentation demonstrating the Services shall also be included with each invoice. 4.1.3 Payments City shall pay IDEKO (but only for Work satisfactorily performed and accepted by the Contract Administrator), within thirty(30) calendar days of receipt by the City of IDEKO's proper invoice. All payments shall be made in accordance with the Payment Schedule in Exhibit D, which is attached to and made a part of this 5 DocuSign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 Agreement. Invoices shall be submitted by IDEKO to the City as follows: Lissette Garcia Arrogante, Director City of Miami Beach Tourism and Culture Department 1755 Meridian Avenue, 5th Floor Miami Beach, FL 33139 LissetteGarciaArrogante(a�miamibeachfl.gov 4.1.4 Notwithstanding any provision of this Agreement to the contrary, City may, at the sole and responsible discretion of the Contract Administrator, withhold a portion of any or all payments due under the Agreement,to the extent necessary to protect itself from loss on account of inadequate or defective Work which has not been accepted by Contract Administrator, or which has not been remedied or resolved in a manner satisfactory to Contract Administrator. 4.1.5 Payment shall be made to IDEKO at: David Knee COO/EVP IDEKO 381 Park Avenue South, Suite 1101 New York, New York 10016 Email: David@ideko.com 4.1.6 Business Tax Receipt. IDEKO shall obtain, at its sole cost and expense, any business licensing required by the City for its proposed operations. For purposes of this Agreement, IDEKO shall obtain a business tax receipt for the "Agents, Broker, Dealers..." category. SECTION 5. CHANGES IN SCOPE OF SERVICES 5.1 Any significant changes in the scope of services for the Program, or location of the Program Area; or to IDEKO's compensation; or any other material changes in the terms and conditions of the Agreement, must be approved in writing as an amendment to this Agreement; must be executed by the parties; and is further subject to approval by the City Manager or City Commission, as applicable, prior to implementation of same. City acknowledges that, due to the nature of its practice, IDEKO may make changes to the cultural programming while working on the Program Area, but will communicate with the Contract Manager about such changes. Any such changes would only require an amendment to this Agreement if the resulting Program is materially different from the design maquette approved by City. 6 DocuSign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 SECTION 6. MAINTENANCE AND EXAMINATION OF RECORDS. 6.1 City's Contract Manager. Except for those responsibilities expressly set forth in this Agreement for, respectively, the City Commission and/or the City Manager, the Contract Manager shall have the responsibility of administering this Agreement on behalf of the City. 6.2 IDEKO shall maintain current, accurate, and complete financial records (on an accrual basis) related to its operations herein. Systems and procedures used to maintain these records shall include a system of internal controls and all accounting records shall be maintained in accordance with generally accepted accounting principles and shall be open to inspection and audit by the City Manager or the City's Contract Manager, upon reasonable prior notice, whether verbal or written, and during normal business hours. Such records and accounts shall include, at a minimum, a breakdown of gross receipts, expenses, and profit and loss statements; and such other records shall be maintained as would be required by an independent CPA in order to audit a statement of annual gross receipts and profit and loss statement pursuant to generally accepted accounting principles. The City will give IDEKO 48 hours' notice prior to any inspection and/or audit taking place. SECTION 7. INSPECTION AND AUDIT. 7.1 IDEKO shall maintain its financial records pertaining to its operations herein for a period of three (3) years after the expiration or other termination of this Agreement, and such records shall be open and available to the City Manager or Contract Manager, as deemed necessary by them. IDEKO shall maintain all such records at its principal office, currently located at 999 South Oyster Bay Road, Suite 307, Bethpage, NY 11714; however, IDEKO shall make all such records available, at IDEKO's expense, at a location in Miami Beach, within ten (10) days' notice (written or verbal)from the City. 7.2 The City Manager or Contract Manager shall be entitled to audit IDEKO's records pertaining to its operations, as often as he deems reasonably necessary throughout the Term of this Agreement, and three (3) times within the three (3) year period following termination of the Agreement (regardless of whether such termination results from the natural expiration of the Term or for any other reason). Except with respect to all costs related to making the financial records available in Miami Beach, the City shall be responsible for paying all costs associated with such audits, unless the audit(s) reveals a deficiency of five (5%) percent or more in IDEKO's statement of gross receipts for any year or years audited, in which case IDEKO shall pay to the City, within thirty (30) days of the audit being deemed final by the City, the cost of the audit and a sum equal to the amount of the deficiency revealed by the audit, plus interest. 7.3 Upon request of the City, IDEKO may be asked to submit at the end of each Contract Year (throughout the Term), an annual statement of gross receipts related solely to activities funded through this Agreement, in a form consistent with generally accepted accounting principles. 7.4 It is IDEKO's intent to stay informed of comments and suggestions by the City regarding performance under the Agreement. Within thirty (30) days after the end of each Contract 7 DocuSign Envelope ID: E719117C-9777-4F74-914F-23E17189A2D0 Year, upon written notice from the City Manager, IDEKO shall meet with the City Manager or Contract Manager to review performance under the Agreement for the previous Contract Year. At the meeting, IDEKO and City may discuss quality, operational, programmatic, and any other issues regarding performance under the Agreement. SECTION 8. TAXES. ASSESSMENTS. 8.1 IDEKO agrees and shall pay before delinquency all taxes and assessments of any kind levied or assessed upon a Program Area or the Program Areas, and/or on IDEKO by reason of this Agreement, or by reason of IDEKO's business and/or operations within a Program Area or Areas. IDEKO will have the right,at its own expense,to contest the amount or validity, in whole or in part, of any tax by appropriate proceedings diligently conducted in good faith. IDEKO may refrain from paying a tax to the extent it is contesting the imposition of same in a manner that is in accordance with law. However, if, as a result of such contest, additional delinquency charges become due, IDEKO shall be responsible for such delinquency charges, in addition to payment of the contested tax, if so ordered. IDEKO shall also be solely responsible (at its sole cost and expense) for obtaining and maintaining current any applicable licenses or permits, as required for the operations contemplated in this Agreement including, without limitation, any occupational licenses required by law for the proposed uses contemplated in Section 3 and for each Program Area (if required). 8.2 Procedure If Ad Valorem Taxes Assessed. If ad valorem taxes are assessed against a Program Area or the Program Areas (or any portion thereof) by reason of IDEKO's business and/or operations thereon, IDEKO shall be solely responsible for prompt and timely payment of same. SECTION 9. EMPLOYEES AND INDEPENDENT CONTRACTORS. 9.1 IDEKO's Employees. 9.1.1 IDEKO shall select, train and employ such number of employees or contractors as is necessary or appropriate for IDEKO to satisfy its responsibilities hereunder. IDEKO shall be the sole authority to hire, terminate, and discipline any and all personnel employed by IDEKO. IDEKO shall use its best efforts to hire employees and/or contractors for the Program from City of Miami Beach cultural institutions. 9.1.2 IDEKO's Contract Administrator. IDEKO shall designate a competent full-time employee to oversee the day-to- day operations, and who shall act as the contract administrator for the Program and serve as IDEKO's primary point-person with the City. This individual shall have the requisite amount of experience in operating, managing, and maintaining the Program and operations contemplated herein. The employee shall be accessible to the City Manager or Contract Manager at all reasonable times during normal business hours (8:00 A.M. to 5:00 P.M.) to discuss the management, operation, 8 DocuSign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 and maintenance of the Program, and during the hours of 8:00 A.M. and 2:00 A.M. in the event of an emergency. Consistent failure by the employee to be accessible shall be reported to IDEKO's principal(s), and if not rectified, shall be grounds for replacement of the employee. 9.1.3 Identification Badges. IDEKO's employees and/or contractors shall wear identification badges approved by the City Manager or Contract Manager, during all hours of operation when such employee or contractor is acting within the scope of such employment or such contractor relationship. All employees and/or contractors shall observe all the graces of personal grooming. IDEKO shall hire people to work in its operation who are neat, clean, well groomed, and who shall comport themselves in a professional and courteous manner. IDEKO and any persons hired or otherwise retained by IDEKO, shall never have been convicted of a felony. 9.2 Vendor Selection/ Priority for Miami Beach Merchants and Cultural Organizations 9.2.1 IDEKO shall be solely responsible for the selection, oversight, and supervision of any vendor operating within the Program Area as part of the Program. IDEKO will endeavor to match vendors and programming with appropriate locations. 9.2.2 IDEKO shall offer City-licensed merchants and Cultural Organizations the opportunity to participate as vendors or cultural producers IDEKO will use best efforts to ensure that City-licensed merchants and Cultural Organizations are contacted and that marketing of programming availability is disseminated throughout the City. 9.2.3 IDEKO will keep and make available to the City for inspection, upon notice by the City, detailed vendor records, including vendor name, address, telephone numbers, qualifications, experience, and the proposed goods and services to be offered for sale by its vendors. SECTION 10. SCHEDULE OF OPERATION. 10.1 Proiect Schedule. Within thirty (30) days from the Effective Date, IDEKO and City shall mutually agree upon a detailed written schedule for the Program. Said schedule, when completed, shall be attached and incorporated as Exhibit C hereto (as approved, the "Program Schedule"). The Program Schedule, or specific dates therein, may be extended by the City Manager or Contract Manager, in writing, in his or her sole discretion, upon written request from IDEKO, which notice shall state the reason for the request and the anticipated period of time requested. 10.2 IDEKO shall operate the Program in accordance with the schedule outlined below, weather or events of force majeure permitting. 9 DocuSign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 10.2.1 Day of Operation: To be determined based on Programmatic needs 10.2.2 Hours of Operation: Set-Up: No earlier than 8 AM Move-Out: No later than 11 PM 10.2.3 During the move-out period, IDEKO will remove all Facilities and any other items used in connection with its programmatic operations 10.3 Changes to Operational Days and/or Hours. 10.3.1 If the City Manager or Contract Manager deems that changes in demand require modification of Program operations, the City shall provide IDEKO with a minimum of two (2) weeks prior written notice before implementing a specified change in operation. 10.3.2 If IDEKO desires a change in the Program's days or hours of operation, IDEKO shall provide the City with a minimum of two (2) weeks prior written notice requesting said modification of operational days or hours. Such request by IDEKO shall be subject to the Contract Manager's written approval, which shall not be unreasonably withheld. SECTION 11. MAINTENANCE. REPAIR and OPERATION. IDEKO accepts the use of any and all Program Areas provided in this Agreement "AS IS," "WHERE IS," and "WITH ALL FAULTS," existing as of the Effective Date. 11.1 IDEKO accepts the use of any and all Program Areas provided in this Agreement"AS IS," "WHERE IS," and "WITH ALL FAULTS," existing as of the Effective Date. In addition to the specific procedures set forth in Subsection 3.2 for the design, fabrication, construction, and installation of the temporary Facilities, IDEKO shall also be solely responsible (including cost) and shall pay for the design, fabrication, construction, and installation of any and all temporary Program Area improvements to a Program Area or Areas, including all site preparation costs. 11.2 Public Right-of-Way. The City and IDEKO agree and acknowledge that the public's use of the public right-of- way is a prime consideration and must be balanced accordingly with IDEKO's proposed operations. The right-of-way is for the use and enjoyment of the public and the public's right to such use shall not be infringed upon by any activity of IDEKO. Upon execution of this Agreement, IDEKO acknowledges that all of the rights-of-way within the Program Area are public, and as such, Program operations for Lummus Park must not restrict, or appear to restrict, access to the general public, or in any way limit the public nature or ambiance of the adjacent area. IDEKO will conduct its operations so as to maintain a reasonably quiet and tranquil environment for the adjacent area, and make no public disturbances. 10 DocuSign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 No vehicular traffic or parking will be permitted on the public right-of-way or the Program Area unless specifically authorized. Vehicles and trailers belonging to IDEKO, including its employees, contractors, agents, vendors, and/or other third parties, shall be permitted on the street adjacent to the Program Area and public right-of-way on Ocean Drive (for Lummus Park) only for set up and removal of the Program operations, and any and all such vehicles must be removed from the public right-of-way immediately thereafter. Anyone operating a vehicle for these purposes shall have a current and valid driver's license. The bagging of parking meters for the Program is not permitted. If use of parking spaces within the Program Area is needed in connection with the operation of the Program, and approved by prior written consent of the City Manager or Contract Manager, IDEKO will be required to pay for appropriate costs associated for the bagging of parking meters. 11.3 Orderly Operation. IDEKO shall maintain a neat and orderly operation at all times and shall be solely responsible for the necessary housekeeping services to properly maintain the Program Areas and any Facility thereon. 11.4 Maintenance/Repair. During the Term, IDEKO, its employees, agents, contractors and vendors may enter upon the Program Service Zone only during the operational times listed in Subsection 10.2, for purposes of installing, inspecting, servicing, and maintaining the Program Area. IDEKO, at its sole cost and expense, shall install, inspect, service and maintain the Program Area (as required to operate the Program) including, without limitation, the Facilities. IDEKO shall be solely responsible for the day to day operation, maintenance, and repair of the entire Program Area and Facilities. IDEKO shall maintain the Program Areas and any Facilities thereon in good condition and proper working order. IDEKO shall make best efforts to keep all Program Areas and Facilities free of graffiti during the course of programming. 11.5 COVID-19 Planning This event is subject to Miami Dade County and City of Miami Beach Emergency Orders, with special attention to COVID-19. The following COVID-19 resources, protocols and procedures can be embedded in the programming with approval by the City. • Miami Dade County Emergency Orders and New Normal Guidelines • CDC Community Organizations & Gatherings - https://www.cdc.gov/coronavirus/2019- ncov/community/larqe-events/considerations-for-events- 11 DocuSign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 • gatherings.html • CDC Events and Gatherings Readiness and Planning Tool - https://www.cdc.gov/coronavirus/2019- ncov/downloads/community/COVIDl9-events-gatherings- readiness-and-planning-tool.pdf • Florida Department of Health • City of Miami Beach State of Emergency Declaration and Emergency Measures 11.6 Emergency Evacuation Plan. IDEKO agrees that the Facilities and any other items used in its programmatic operations will be immediately removed from the Program Area upon the issuance of a hurricane warning by the Miami-Dade County Office of Emergency Management, and stored by IDEKO at a private, off-site location. 11.7 No Dangerous Materials. IDEKO agrees not to use or permit the storage and/or use of gasoline, fuel oils, diesel, illuminating oils, oil lamps, combustible powered electricity producing generators, turpentine, benzene, naphtha, propane, natural gas, or other similar substances, combustible materials, or explosives of any kind, or any substance or thing prohibited in the standard policies of fire insurance companies in the State of Florida, on or within any of the Program Areas, or on any City property and/or right of way. IDEKO shall indemnify and hold City harmless from any loss, damage, cost, or expense of the City, including, without limitation, reasonable attorney's fees, incurred as a result of, arising from, or connected with the placement by IDEKO of any "hazardous substance" or "petroleum products" on, under, in or upon the Program Areas as those terms are defined by applicable Federal and State Statute, or any environmental rules and environmental regulations promulgated thereunder; provided, however, IDEKO shall have no liability in the event of the willful misconduct or gross negligence of the City, its agents, servants or employees. The provisions of this Subsection 11.7 shall survive the termination or earlier expiration of this Agreement. 11.8 Inspection. IDEKO agrees that any Program Area (including, without limitation, any Facility thereon) may be inspected at any time by the City Manager or Contract Manager, or by any other municipal, County, State officer, or officers of any other agency(ies) having responsibility and/or jurisdiction for inspections of such operations. IDEKO hereby waives all claims against the City for compensation for loss or damage sustained by reason of any interference with the program operation as a result of inspection by any public agency(ies) or officials, (including, without limitation, by reason of any such 12 DocuSign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 public agency or official in enforcing any laws, ordinances, or regulations as a result thereof). Any such interference shall not relieve IDEKO from any obligation hereunder. 11.9 Management and Security. 11.9.1 Supervisory Manager. IDEKO shall provide an onsite supervisory manager in the Program Area at all times during which programming is occurring. IDEKO's supervisory manager must also be present during the set-up and move-out periods. 11.10 Nonexclusive Use. IDEKO understands and agrees that there exist other businesses, establishments, operations, and events which are ongoing, or may occur from time to time,within or in close proximity to the Program Area. As such, IDEKO agrees that it will use its best efforts to cooperate and coordinate with said businesses, establishments, operations and events so as to minimize the impact to the respective parties. 11.11 Conflict Resolution. 11.11.1 IDEKO recognizes and understands that conflicts may arise with or among one or more of the following parties during the Term of this Agreement: Ocean Drive merchants, businesses, or residents; vendors; the general public; and/or IDEKO. 11.11.2 In the event that the City receives notice of any conflict, whether verbally or in writing, the City will communicate said information to the IDEKO as quickly as practicable. In the event of a conflict between IDEKO and any of the aforementioned entities regarding any of IDEKO's operations, upon IDEKO's receipt of notice of same, whether written or verbal, resolution of said conflict shall be addressed in the following manner: 1. IDEKO shall meet with the conflicted party and endeavor, using its best efforts and good faith, to resolve the conflict to the satisfaction of all parties concerned within fourteen (14)calendar days from receipt of notice. 2. In the event the conflict cannot be resolved as stated in Number 1 above, then IDEKO shall provide written notice to the conflicted party, (with copy to the Contract Manager) with a date on which to meet with the Contract Manager's designee, to address the conflict. At that time, the Contract Manager will recommend a resolution. The Contract Manager shall endeavor to set a meeting date within fourteen (14) calendar days of receipt of a copy of the written notice to the conflicted party. 3. In the event the resolution recommended by the Contract Manager is not acceptable to the IDEKO or the conflicted party, the Contract Manager shall inform the City Manager, and provide him with the pertinent details of the conflict. The City Manager may make a determination as to whether he concurs with the Contract Manager's recommendation; offer an alternate resolution; or choose to meet with IDEKO and the conflicted party to get additional information prior to making a final determination. 13 DocuSign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 Notwithstanding the foregoing, the City Manager's final determination, will be binding upon IDEKO, and IDEKO shall agree to be bound by same. 11.12.3 IDEKO understands and agrees that the foregoing conflict resolution process is not applicable to any conflict that may arise between the City and the IDEKO under this Agreement, or to conflicts outside of the City's purview, control, or jurisdiction. SECTION 12. INSURANCE. 12.1 IDEKO shall not commence any work and/or services under this Agreement until all insurance required under this Section has been obtained and such insurance has been approved by the City's Risk Manager. Additionally, IDEKO shall comply with any additional (including more onerous)insurance requirements prescribed by the Special Event Permit for each event. IDEKO shall carry and maintain the following insurance coverages during the Term of this Agreement: INSURANCE REQUIREMENT 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 $1,000,000 combined single limit per occurrence, for bodily injury and property damage. D. Professional Liability (Errors & Omissions) Insurance appropriate to the Consultant's profession, with limit no less than $1,000,000. 12. 2 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. 12.3 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. 12.4 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. 12.5 Verification of Coverage Consultant shall provide the required insurance certificates, endorsements or applicable policy 14 DocuSign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 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 IDEKO'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. 12.6 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 c/o RISK MANAGEMENT 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FL 33139 Compliance with the foregoing requirements shall not relieve IDEKO of their liability and obligation under this section or under any other section of this agreement. SECTION 13. INDEMNITY. 13.1 IDEKO shall indemnify, hold harmless and defend the City, its officials, directors, members, employees, contractors, agents, and servants from and against any and all actions (whether at law or inequity), claims, liabilities, losses, and expenses, including, but not limited to, reasonable 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: (1) wholly or in part from the negligent acts, errors, omissions or other misconduct of IDEKO, its officers, director, members, employees, agents, contractors, subcontractors, or any other person or entity acting under IDEKO's control or supervision; (2) IDEKO's breach of the terms of this Agreement or its representations and warranties herein; (3) the operation of the Program; or (4) the use of the Program Area or Facilities by the City, its employees, guests, (licensees or invitees) or the general public. To that extent, IDEKO 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. 13.2 IDEKO shall indemnify, hold harmless and defend the City, its officials,directors, employees, contractors, agents, and servants from and against any claim, demand or cause of action of whatever kind or nature arising out of any misconduct of IDEKO, its officials, directors, employees, contractors, agents, and servants not included in the paragraph in the subsection above and for which the City, its officials, directors, employees, contractors, agents, and servants are alleged to be liable. 13.3 Subsections 13.1 and 13.2 shall survive the termination or expiration of this Agreement. SECTION 14. FORCE MAJEURE. (A) A "Force Majeure" event is an event that (i) in fact causes a delay in the performance of IDEKO or the City's obligations under the Agreement, and (ii) is beyond the reasonable 15 DocuSign Envelope ID: E719117C-9777-4F74-914F-23E17189A2D0 control of such party unable to perform the obligation, and (iii) is not due to an intentional act, error, omission, or negligence of such party, and (iv) could not have reasonably been foreseen and prepared for by such party at any time prior to the occurrence of the event. Subject to the foregoing criteria, Force Majeure may include events such as war, civil insurrection, riot, fires, epidemics, pandemics, terrorism, sabotage, explosions, embargo restrictions, quarantine restrictions, transportation accidents, strikes, strong hurricanes or tornadoes, earthquakes, or other acts of God which prevent performance. Force Majeure shall not include technological impossibility, inclement weather, or failure to secure any of the required permits pursuant to the Agreement. (B) If the City or IDEKO's performance of its contractual obligations is prevented or delayed by an event believed by to be Force Majeure, such party shall immediately, upon learning of the occurrence of the event or of the commencement of any such delay, but in any case within fifteen (15) business days thereof, provide notice: (i) of the occurrence of event of Force Majeure, (ii) of the nature of the event and the cause thereof, (iii) of the anticipated impact on the Agreement, (iv) of the anticipated period of the delay, and (v) of what course of action such party plans to take in order to mitigate the detrimental effects of the event. The timely delivery of the notice of the occurrence of a Force Majeure event is a condition precedent to allowance of any relief pursuant to this section; however, receipt of such notice shall not constitute acceptance that the event claimed to be a Force Majeure event is in fact Force Majeure, and the burden of proof of the occurrence of a Force Majeure event shall be on the requesting party. (C) No party hereto shall be liable for its failure to carry out its obligations under the Agreement during a period when such party is rendered unable, in whole or in part, by Force Majeure to carry out such obligations. The suspension of any of the obligations under this Agreement due to a Force Majeure event shall be of no greater scope and no longer duration than is required. The party shall use its reasonable best efforts to continue to perform its obligations hereunder to the extent such obligations are not affected or are only partially affected by the Force Majeure event, and to correct or cure the event or condition excusing performance and otherwise to remedy its inability to perform to the extent its inability to perform is the direct result of the Force Majeure event with all reasonable dispatch. (D) Obligations pursuant to the Agreement that arose before the occurrence of a Force Majeure event, causing the suspension of performance, shall not be excused as a result of such occurrence unless such occurrence makes such performance not reasonably possible. The obligation to pay money in a timely manner for obligations and liabilities which matured prior to the occurrence of a Force Majeure event shall not be subject to the Force Majeure provisions. (E) Notwithstanding any other provision to the contrary herein, in the event of a Force Majeure occurrence, the City may, at the sole discretion of the City Manager, suspend the City's payment obligations under the Agreement, and may take such action without regard to the notice requirements herein. Additionally, in the event that an event of Force Majeure delays a party's performance under the Agreement for a time period greater than thirty (30) days, the City may, at the sole discretion of the City Manager, terminate the Agreement on a given date, by giving written notice to IDEKO of such termination. If the Agreement is terminated pursuant to this section, IDEKO shall be paid for any Services satisfactorily performed up to the date of termination; following which the City shall be discharged from any and all 16 DocuSign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 liabilities, duties, and terms arising out of, or by virtue of, this Agreement. In no event will any condition of Force Majeure extend this Agreement beyond its stated term. 14.1 Waiver of Loss from Hazards. IDEKO hereby expressly waives all claims against the City for loss or damage sustained by the IDEKO resulting from any Force Majeure and Labor Dispute contemplated in Section 14 above, and IDEKO hereby expressly waives all rights, claims, and demands against the City and forever releases and discharges the City of Miami Beach, Florida, from all demands, claims, actions and causes of action arising from any of the aforesaid causes. SECTION 15. DEFAULT AND TERMINATION. Subsections 15.1 through 15.4 shall constitute events of default under this Agreement. An event of default by IDEKO shall entitle the City to exercise any and all remedies described as City's remedies under this Agreement, including but not limited to those set forth in Subsection 15.5. 15.1 Bankruptcy. If either the City or IDEKO shall be adjudged bankrupt or insolvent, or if any receiver or trustee of all or any part of the business property of either party shall be appointed, or if any receiver of all or any part of the business property shall be appointed and shall not be discharged within sixty (60) days after appointment, or if either party shall make an assignment of its property for the benefit of creditors, or shall file a voluntary petition in bankruptcy, or insolvency, or shall apply for reorganization or arrangement with its creditors under the bankruptcy or insolvency laws now in force or hereinafter enacted, Federal, State, or otherwise, or if such petitions shall be filed against either party and shall not be dismissed within sixty(60) days after such filing, then the other party may immediately, or at any time thereafter, and without further demand or notice, terminate this Agreement without being prejudiced as to any remedies which may be available to it for breach of contract. 15.2 Default in Payment. If any payment and accumulated penalties are not received within ten (10) days after the payment due date, and such failure continues five(5)days after written notice thereof, then the City may, without further demand or notice, terminate this Agreement without being prejudiced as to any remedies which may be available to it for breach of contract. 15.3 Non-Monetary Default. In the event that IDEKO or the City fails to reasonably perform or observe the non-monetary covenants, terms or provisions under this Agreement, and such failure continues thirty(30) days after written notice thereof from the other party hereto, such non-defaulting party may immediately or at any time thereafter, and without further demand or notice, terminate this Agreement without being prejudiced as to any remedies which may be available to it for breach of contract. In the event that a default is not reasonably susceptible to being cured within such period, the defaulting party shall not be considered in default if it shall, within such period, commence with due diligence and dispatch to cure such default and thereafter completes with dispatch and due diligence the curing of such default, but in no event shall 17 DocuSign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 • such extended cure period exceed ninety(90) days from the date of written notice thereof. In the event IDEKO cures any default pursuant to this subsection, it shall promptly provide the City Manager with written notice of same. 15.4 The failure of the Program to be operational for scheduled dates shall constitute a default under this Agreement. 15.5 City's Remedies for Default. If any of the events of default, as set forth in this Section, shall occur, the City may, after expiration of the cure periods, as provided above, at its sole option and discretion, institute such proceedings as in its opinion are necessary to cure such defaults and to compensate City for damages resulting from such defaults, including but not limited to the right to give to IDEKO a notice of termination of this Agreement. If such notice is given, the term of this Agreement shall terminate upon the date specified in such notice from City to IDEKO. On the date so specified, IDEKO shall then quit and surrender the Program Area(s) to City pursuant to the provisions of Subsection 15.7. Upon the termination of this Agreement, all rights and interest of IDEKO in and to the Program Area(s) and to this Agreement, and every part thereof, shall cease and terminate. In addition to the rights set forth above, the City shall have the right to pursue any and all of the following: 15.5.1 the right to injunction or other similar relief available to it under Florida law against IDEKO; and/or 15.5.2 the right to maintain any and all actions at law or suits in equity or other proper proceedings to obtain damages resulting from IDEKO's default. 15.6 If an event of default by the City shall occur, IDEKO may, after expiration of the cure periods, as provided above, terminate this Agreement upon written notice to the City. Said termination shall become effective upon receipt of a written notice of termination by the City, but in no event shall IDEKO specify a termination date that is less than sixty(60)days from the date of the written termination notice. On the date specified in the notice, IDEKO shall quit and surrender the Program Area(s) to City pursuant to the provisions of Subsection 15.7. In the event of a City default, IDEKO will be paid for any and all work performed up to the point of default. 15.7 Surrender of Program Areas / Removal of Facilities. Upon expiration, or earlier termination of this Agreement including partial termination, IDEKO shall surrender the Program Areas in the same condition as the Program Areas were prior to the Effective Date. The City shall grant IDEKO the right, upon the termination or earlier expiration of this Agreement, to enter upon the City Property for the removal of the Facilities contained therein. IDEKO shall, at its sole expense and at no charge to the City, remove all Facilities from the Program Areas, no later than thirty (30) days after the conclusion of the Term, (or from the date of other termination of this Agreement), unless a longer time period is agreed to, in writing, by the City Manager. IDEKO shall coordinate the removal of the Facilities with the City and shall also, in conjunction with such removal, at its sole cost and expense, restore the City Property to its original (or better)condition prior 18 DocuSign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 to the Effective Date of this Agreement, including repairing any damage caused from such removal (the removal of the Facilities and restoration of the Program Areas shall be collectively referred to herein as the"removal process"). IDEKO shall perform the Removal Process in such a way as to minimize interference with the operation of the City Property. IDEKO's obligation to observe or perform this covenant shall survive the expiration or other termination of this Agreement. Continued occupancy of any Program Areas after termination or earlier expiration of the Agreement shall constitute trespass by IDEKO, and may be prosecuted as such. In addition, IDEKO shall pay to the City One Thousand ($1,000.00) Dollars per day per Program Area as liquidated damages for such trespass and holding over. 15.8 Substitute Performance. In the event that IDEKO fails to properly perform the removal of any Facility and restoration of the Program Areas to their original condition in accordance with the terms of the Agreement, then the City shall have the right to undertake and/or purchase, as the City Manager deems appropriate, any such supplies, materials, services, etc., covered herein and to charge IDEKO for all actual costs thereby incurred by the City. IDEKO shall be responsible for paying all of said costs. 15.9 Thirty (30) Day Termination for Convenience. Notwithstanding anything herein to the contrary, the City may cancel this Agreement, without cause and without liability to the City, at any time during the Term, upon thirty (30) days written notice to IDEKO. 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 IDEKO, may immediately suspend the services under this agreement for a time certain or in the alternative, terminate this agreement on a given date. Upon receipt of the City's notice, IDEKO shall promptly commence removal of any and all Facility in accordance with Subsection 15.7 hereof. In the event of a Termination for Convenience, IDEKO shall be paid for any and all work performed up to the point of Termination. SECTION 16. ASSIGNMENT. 16.1 IDEKO shall not assign all or any portion of its costs or obligations under this Agreement without the prior written consent of the City Commission, in its sole discretion. IDEKO shall notify the City Manager of any proposed assignment, in writing, at least sixty (60) days prior to the proposed effective date of such assignment. In the event that any such assignment is approved by the City Commission, the assignee shall agree to be bound by all the covenants of this Agreement required of IDEKO. 16.2 IDEKO shall notify the City Manager or Contract Manager of any proposed transfer, prior to consummation of same and the City or the City Manager or Contract Manager , as applicable, shall respond within thirty (30) days. In the event that any such transfer is approved, the transferee shall agree to be bound by all the covenants of this Agreement required of the transferor hereunder. Any transfer made without complying with this section shall be null, void, and of no effect and shall constitute an act of default under this Agreement. Notwithstanding any such consent, or any permitted transfer under any provision of this section, unless expressly released by the City, IDEKO shall remain jointly 19 DocuSign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 and severally liable (along with each approved transferee, who shall automatically become liable for all obligations of the transferor hereunder with respect to that portion of the Agreement so transferred), and the City shall be permitted to enforce the provisions of this Agreement directly against IDEKO or any transferee of the IDEKO without proceeding in any way against any other person. For purposes of this Section 16, IDEKO's selection of vendors, artists or cultural performers shall not be deemed a transfer. SECTION 17. SPECIAL EVENTS. 17.1 IDEKO's proposed uses contemplate the production, promotion, or sponsorship by IDEKO of special events in the Program Area. As such, IDEKO shall abide by the City's Special Events Permit Requirements and Guidelines, as same may be amended from time to time. For any use, other than those permitted for in this Agreement, a Special Events Permit may be required and shall be obtained through the City's Department of Tourism, Culture and Economic Development Department. The City Manager's prior written authorization must be obtained for any such special event. In the event that a special event and/or film permit is requested by an entity, other than IDEKO, and the proposed special event and/or film production is scheduled to occur within all or a portion of the Program Area during IDEKO's hours of operation, IDEKO agrees to cooperate with the City and the special event permit applicant to allow use of the Area during the period of the special event, including set-up and break-down time. 17.2 City Special Events. Notwithstanding Section 17 hereof, and in the event that the City Manager, in his/her sole discretion, deems that it would be in the best interest of the City, the City reserves the right to displace IDEKO for City produced special events and/or other City produced productions. In such cases, the City may request that IDEKO cease and desist operations during the time of, and in the area of, the special event and/or production, and IDEKO shall not operate during said time. If IDEKO is not required to close, IDEKO shall only be allowed to have in operation its normal daily complement of Facilities and vendors. "Normal" shall be defined as Facilities and vendors that IDEKO has available for the public. Such Facilities, Program and vendors shall not be increased during special events and/or productions without the prior written permission of the City Manager or his/her designee. Notwithstanding anything to the contrary, if a special event occurs in all or any portion of any Program Area, IDEKO shall not be liable for any charge, fee or other expense, governmental or otherwise, in connection with such special event. 17.3 Street Vendors/Street Performers. Any locations within the Program Area identified by the City for non-IDEKO sponsored street vendors and/or street performers, in accordance with City Ordinance No. 2002-3366, as may be amended from time to time,or otherwise in accordance with the City's respective rules, regulations, and guidelines associated therewith, as same may also be amended from time to time, are excluded from this Agreement, and IDEKO shall not interfere or otherwise prohibit said street vendors and/or street performers' activities upon such designated portions of the public right-of-way. Similarly, IDEKO shall not prohibit or 20 DocuSgn Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 otherwise interfere with the activities of any street vendors and/or street performers who may not be part of a City of Miami Beach permitted process, but who may have certain constitutionally protected rights to perform and/or offer for sale their wares on public rights- of-way. SECTION 18. NO ADVERTISING / PROMOTIONAL ASSISTANCE/SPONSORSHIP RIGHTS. 18.1 No Advertising. IDEKO understands that City of Miami Beach regulations strictly prohibit advertising on any part of the Facilities or the Program Area, and expressly agrees not to conduct any advertising hereunder unless expressly approved in writing by the City, in the City's sole and absolute discretion. 18.2 Promotional Assistance. At the sole option and discretion of the City Manager, the City may place a link to any website maintained by IDEKO, including for users to reach IDEKO and/or learn more information about the Program. IDEKO agrees to place a link for the City of Miami Beach on its website to inform users of the City Property locations for the Program. At the City's request, IDEKO shall remove the link or any reference to the Program or City Property locations. Both the City and IDEKO agree to make good faith efforts to promote the use of the Program within the City of Miami Beach under the terms of this Agreement. Any placement of advertisement or other form of promotion of the Program, including City Property locations which are the subject of the Program, shall be subject to the prior written approval of the City Manager. 18.3 The City reserves unto itself all present and future rights to negotiate all forms of endorsement and/or sponsorship agreements based on the marketing value of any City trademark, property, brand, logo and/or reputation. Any and all benefits derived from an endorsement and/or sponsorship agreement based on the marketing value of a City of Miami Beach trademark property, brand, logo and/or reputation,shall belong exclusively to the City. IDEKO shall be specifically prohibited from entering into, or otherwise creating any, sponsorships and/or endorsements with third parties which are based solely or in any part on the marketing value of a City trademark, property, brand, logo and/or reputation. Additionally, IDEKO shall not be permitted to secure endorsements or sponsorships in connection with the Program. It is further acknowledged that the name, likeness, equipment, concepts, logos, designs and other intellectual property rights of IDEKO shall remain in the exclusive possession and control of IDEKO at all times; provided, however, that IDEKO hereby grants City an irrevocable license to use any Concessionaire trademark, brand, and/or logo, for purposes of the City's promotion of the Program and including,without limitation,the right to use such trademarks, brand, and/or logo in all media (for such public marketing purposes) whether now existing or as may exist in the future SECTION 19. NO IMPROPER USE. IDEKO will not use, nor suffer or permit any person to use in any manner whatsoever, any Program Areas or Facilities thereon, for any illegal, improper, immoral or offensive purpose, or for any other 21 DocuSign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 purpose in violation of any Federal, State, County, or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. IDEKO will protect, indemnify, and forever save and keep harmless the City, its officials, employees, contractors, and agents from and against damage, penalty, fine, judgment, expense or charge suffered, imposed, assessed or incurred for any violation, or breach of any law, ordinance, rule, order or regulation occasioned by any act, neglect or omission of the IDEKO, or any official, director, agent, contractor, or servant regarding the Program. In the event of any violation by IDEKO, or if the City or its authorized representative shall deem any conduct on the part of IDEKO to be objectionable or improper, the City shall have the right to suspend program operation should IDEKO fail to correct any such violation, conduct, or practice to the satisfaction of the City Manager or Contract Manager within twenty-four (24)hours following written notice of the nature and extent of such violation, conduct, or practice. Such suspension to continue until the violation is cured to the satisfaction from the City Manager or Contract Manager. SECTION 20. NOTICES. Any notice required to be given or otherwise given pursuant to this Agreement shall be in writing and shall be hand delivered, mailed by certified mail, return receipt requested or sent recognized overnight courier service as follows: If to IDEKO: IDEKO Attention: David Knee 999 South Oyster Bay Road, Suite 307 Bethpage, NY 11714 E-mail: David@ideko.com If to the CITY: City of Miami Beach Attention: Lissette Garcia Arrogante Director Tourism and Culture 1755 Meridian Avenue, 5th Floor Miami Beach, Florida 33139 With copy to: City of Miami Beach Attention: City Manager 1700 Convention Center Drive Miami Beach, Florida 33139 Notwithstanding the foregoing, the City expressly authorizes IDEKO to notice its designated Contract Manager, the City of Miami Beach Tourism and Culture Director, with a mailing address of 1755 Meridian Avenue, 5th Floor, Miami Beach, Florida 33139(referred to herein as the Contract Manager)with regard to all matters pertinent to this Agreement, except with respect to any alleged defaults, which will require notice to the parties set forth in Section 21. 22 Docusign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 SECTION 21. LAWS. 21.1 Compliance. IDEKO shall comply with all applicable City, County, State, and Federal ordinances, statutes, rules and regulations, including but not limited to all applicable environmental City, County, State, and Federal ordinances, statutes, rules and regulations. 21.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any civil action arising in any way from this Agreement or the activities of the parties under this Agreement shall be brought only in a court of competent jurisdiction located in Miami-Dade County, Florida. 21.3 Equal Employment Opportunity. Neither IDEKO nor any affiliate of IDEKO performing services hereunder, or pursuant hereto, will discriminate against any employee or applicant for employment because of race, creed, sex, color, national origin, sexual orientation, and disability(as defined in Title I of ADA). IDEKO will take affirmative steps to utilize minorities and females in the work force and in correlative business enterprises. 21.4 No Discrimination. IDEKO agrees that there shall be no discrimination as to as to race, color, national origin, religion, sex, intersexuality, sexual orientation, gender identity, marital and familial status, or age, or handicap, in the operations referred to in this Agreement; and, further, there shall be no discrimination regarding any use, service, maintenance, or operation within the Program Areas. All operations and services offered in the Program Areas shall be made available to the public, subject to the right of IDEKO and the City to establish and enforce reasonable rules and regulations to provide for the safety, orderly operation, and security of the Program Areas and improvements and equipment thereon. Additionally, IDEKO shall 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 in 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. 21.5 E-Verify. (A) IDEKO shall comply with Section 448.095, Florida Statutes, "Employment Eligibility" ("E- Verify Statute"), as may be amended from time to time. Pursuant to the E-Verify Statute, commencing on January 1, 2021, IDEKO shall register with and use the E-Verify system to verify the work authorization status of all newly hired employees during the Term of the Agreement. Additionally, IDEKO shall expressly require any subcontractor performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract Term. If IDEKO enters into a 23 DocuSign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 contract with an approved subcontractor, the subcontractor must provide IDEKO with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. IDEKO shall maintain a copy of such affidavit for the duration of the Agreement or such other extended period as may be required under this Agreement. (B) TERMINATION RIGHTS. (1) If the City has a good faith belief that IDEKO has knowingly violated Section 448.09(1), Florida Statutes, the City shall terminate this Agreement with IDEKO for cause, and the City shall thereafter have or owe no further obligation or liability to IDEKO. (2) If the City has a good faith belief that a subcontractor has knowingly violated the foregoing Subsection 10.9(A), but IDEKO otherwise complied with such subsection, the City will promptly notify IDEKO and order IDEKO to immediately terminate the Agreement with the subconsultant. Consultant's failure to terminate a subcontractor shall be an event of default under this Agreement, entitling City to terminate IDEKO's contract for cause. (3) A contract terminated under the foregoing Subsection (B)(1)or(B)(2)is not in breach of contract and may not be considered as such. (4) The City or IDEKO or a subcontractor may file an action with the Circuit or County Court to challenge a termination under the foregoing Subsection (B)(1) or (B)(2) no later than 20 calendar days after the date on which the contract was terminated. (5) If the City terminates the Agreement with IDEKO under the foregoing Subsection (B)(1), IDEKO may not be awarded a public contract for at least 1 year after the date of termination of this Agreement. (6) IDEKO is liable for any additional costs incurred by the City as a result of the termination of this Agreement under this Section 10.9. SECTION 22. MISCELLANEOUS. 22.1 No Partnership. Nothing contained in this Agreement shall constitute or be construed to be or create a partnership or joint venture between the City and IDEKO. 22.2 Modifications. This Agreement cannot be changed or modified except by Agreement in writing executed by all parties hereto. IDEKO acknowledges that no modification to this Agreement may be agreed to by the City unless approved by the Mayor and City Commission except where such authority has been expressly provided herein to the City Manager or Contract Manager. 22.3 Complete Agreement. This Agreement, together with all exhibits incorporated hereto, constitutes all the understandings and Agreements of whatsoever nature or kind existing between the parties with respect to IDEKO's operations, as contemplated herein. 24 Docusign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 22.4 Headings. The section, subsection, and paragraph headings contained herein are for convenience of reference only and are not intended to define, limit, or describe the scope or intent of any provision of this Agreement. 22.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 22.6 Clauses. The illegality or invalidity of any term or any clause of this Agreement shall not affect the validity of the remainder of the Agreement, and the Agreement shall remain in full force and effect as if such illegal or invalid term or clause were not contained herein unless the elimination of such provision detrimentally reduces the consideration that either party is to receive under this Agreement or materially affects the continuing operation of this Agreement. 22.7 Severability. If any provision of this Agreement or any portion of such provision or the application thereof to any person or circumstance shall be held to be invalid or unenforceable, or shall become a violation of any local, State, or Federal laws, then the same as so applied shall no longer be a part of this Agreement but the remainder of the Agreement, such provisions and the application thereof to other persons or circumstances, shall not be affected thereby and this Agreement as so modified shall. 22.8 Right of Entry. The City, at the direction of the City Manager, shall at all times during hours of operation, have the right to enter into and upon any and all parts of the Program Area(s) for the purposes of examining the same for any reason relating to the obligations of parties to this Agreement. 22.9 Not a Lease. It is expressly understood and agreed that no part, parcel, building, facility, equipment or space is leased to IDEKO, that it is offering professional services and not a lessee; that IDEKO's right to operate the program area shall continue only so long as this Agreement remains in effect. 22.10 Procedure for Approvals and/or Consents. In each instance in which the approval or consent of the City Manager or Contract Manager is allowed or required in this Agreement, it is acknowledged that such authority has been expressly provided herein to the City Manager or Contract Manager by the Mayor and City Commission of the City. In each instance in which the approval or consent of the City Manager or Contract Manager is allowed or required in this Agreement, IDEKO shall send to the City Manager a written request for approval or consent(the "Approval Request"). 25 DocuSign Envelope ID: E719117C-9777-4F74-914F-23E17189A2D0 The City Manager or Contract Manager shall use reasonable efforts to provide written notice to IDEKO approving of consent to, or disapproving of the request, within thirty (30) days from the date of Approval Request (or within such other time period as may be expressly set forth for a particular approval or consent under this Agreement). However, the City Manager or Contract Manager's failure to consider such request within this time provided shall not be deemed a waiver, nor shall IDEKO assume that the request is automatically approved and consented to. The City Manager or Contract Manager shall not unreasonably withhold such approval or consent. This subsection shall not apply to approvals required herein by the Mayor and City Commission. 22.11 No Waiver. It is mutually covenanted and agreed by and between the parties hereto that the failure of the City to insist upon the strict performance of any of the conditions, covenants, terms or provisions of this Agreement, or to exercise any option herein conferred, will not be considered or construed as a waiver or relinquishment for the future of any such conditions, covenants, terms, provisions or options but the same shall continue and remain in full force and effect. A waiver of any term expressed herein shall not be implied by any neglect of the City to declare a forfeiture on account of the violation of such term if such violation by continued or repeated subsequently and any express waiver shall not affect any term other than the one specified in such waiver and that one only for the time and in the manner specifically stated. The receipt of any sum paid by IDEKO to the City after breach of any condition, covenant, term or provision herein contained shall not be deemed a waiver of such breach, but shall be taken, considered and construed as payment for use and occupation, and not as rent, unless such breach be expressly waived in writing by the City. 22.12 No Third Party Beneficiary. Nothing in this Agreement shall confer upon any person or entity, including, but not limited to sub-contractors, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies by reason of this Agreement. 22.13 No Lien. In the event any notice or claim of lien shall be asserted against the interest of the City on account of or arising from any work done by or for IDEKO, or any person claiming by, through or under IDEKO, or for improvements or work, the cost of which is the responsibility of IDEKO. IDEKO agrees to have such notice or claim of lien cancelled and discharged within fifteen (15) days after notice to IDEKO by City. In the event IDEKO fails to do so, City may terminate this Agreement for cause without liability to City. SECTION 23. LIMITATION OF LIABILITY. The City desires to enter into this Agreement placing the operation and management of the Program Area(s) in the hands of a private management entity only if so doing the City can place a limit on its liability for any cause of action for breach of this Agreement, so that its liability for any such breach never exceeds the sum of Ten Thousand ($10,000.00) Dollars. IDEKO hereby expresses its willingness to enter into this Agreement's Ten Thousand ($10,000.00) Dollars limitation on recovery for any action for breach of contract. Accordingly, and in consideration of 26 DocuSign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 the separate consideration of Ten Thousand ($10,000.00) Dollars, the receipt of which is hereby acknowledged, the City shall not be liable to IDEKO for damages to IDEKO in an amount in excess of Ten Thousand ($10,000.00) Dollars, for any action for breach of contract arising out of the performance or on-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this paragraph or elsewhere in this Agreement is in any way intended to be a waiver of limitation placed upon the City's liability as set forth in Florida Statutes, Section 768.28. SECTION 24. VENUE. This Agreement shall be deemed to have been made and shall be construed and interpreted 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 and all the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. CITY AND IDEKO HEREBY KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT CITY AND IDEKO MAY HEREIN AFTER INSTITUTE AGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PROGRAM AREA(S). SECTION 25. CONFLICT OF INTEREST IDEKO agrees to adhere to and be governed by the Miami-Dade County Ethics and Conflict of Interest laws, as same may be amended from time to time, and by the City of Miami Beach Charter and Code, as same may be amended from time to time, in connection with the performance of the Services. IDEKO covenants that it presently has no interest and shall not acquire any interest, direct or indirectly, which would conflict in any manner or degree with the performance of the work and services contemplated in this Agreement. IDEKO further covenants that in the performance of this Agreement, no person having any such interest shall knowingly be employed by IDEKO. SECTION 26. FLORIDA PUBLIC RECORDS LAW 26.1 Pursuant to Section 119.0701 of the Florida Statutes, if IDEKO meets the definition of "Contractor" as defined in Section 119.0701(1)(a), IDEKO shall: (a) Keep and maintain public records required by the public agency to perform the service; (b) Upon request from the public agency's custodian of public records, provide the public agency 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 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 for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency; (d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records 27 DocuSign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 • to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records.All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. 26.2 REQUEST FOR RECORDS; NONCOMPLIANCE. (a) A request to inspect or copy public records relating to a public agency's contract for services must be made directly to the public agency. If the public agency does not possess the requested records, the public agency shall immediately notify the contractor of the request, and the contractor must provide the records to the public agency or allow the records to be inspected or copied within a reasonable time. (b) If a contractor does not comply with the public agency's request for records, the public agency shall enforce the contract provisions in accordance with the contract. (c) A contractor who fails to provide the public records to the public agency within a reasonable time may be subject to penalties under s. 119.10. 26.3 CIVIL ACTION. (a) If a civil action is filed against a contractor to compel production of public records relating to a public agency's contract for services, the court shall assess and award against the contractor the reasonable costs of enforcement, including reasonable attorney fees, if: a. The court determines that the contractor 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 contractor has not complied with the request, to the public agency and to the contractor. (b) A notice complies with subparagraph (a)2. if it is sent to the public agency's custodian of public records and to the contractor at the contractor's address listed on its contract with the public agency or to the contractor'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 delivery, which may be in an electronic format. (c) A contractor who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. 26.4 IF IDEKO HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO IDEKO'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION: CITY CLERK 1700 CONVENTION CENTER DRIVE 28 DocuSign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV PHONE: 305-673-7411 SECTION 27. PROHIBITIONS REGARDING EXPANDED POLYSTYRENE FOOD SERVICE ARTICLES OR PLASTIC STRAWS. Pursuant to Section 82-7 of the City Code, as may be amended from time to time, effective August 2, 2014, the City has prohibited the use of expanded polystyrene food service articles by City Contractors, in connection with any City contract, lease, professional services agreement or Special event permit. Additionally, pursuant to Section 82-385 of the City Code, as may be amended from time to time, no polystyrene food service articles will be allowed in the right-of-way, and no polystyrene food service articles can be provided to sidewalk café patrons. Expanded polystyrene is a petroleum byproduct commonly known as Styrofoam. Expanded polystyrene is more particularly defined as blown polystyrene and expanded and extruded foams that are thermoplastic petrochemical materials utilizing a styrene monomer and processed by any number of techniques including, but not limited to, fusion of polymer spheres (expandable bead foam), injection molding, foam molding, and extrusion-blown molding (extruded foam polystyrene). Expanded polystyrene food service articles means plates, bowls, cups, containers, lids, trays, coolers, ice chests, and all similar articles that consist of expanded polystyrene. IDEKO agrees not to sell, use, provide food in, or offer the use of expanded polystyrene food service articles at the Program Area or in connection with this Agreement. IDEKO shall ensure that all vendors operating in the Program Area abide by the restrictions contained in this Section 27. A violation of this section shall be deemed a default under the terms of this Agreement. This subsection shall not apply to expanded polystyrene food service articles used for prepackaged food that have been filled and sealed prior to receipt by IDEKO or its vendors. Additionally, IDEKO agrees to comply (and ensure compliance by its vendors) with Section 46-92 (c)of the City Code,which states that it is unlawful for any person to carry my expanded polystyrene product onto any beach or into any park within the City or for any business to provide plastic straws with the service or delivery of any beverage to patrons on the beach. SECTION 28. INSPECTOR GENERAL AUDIT RIGHTS (A) Pursuant 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. (B) 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 29 DocuSign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 • 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 IDEKO, 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. (C) Upon ten (10) days written notice to IDEKO, IDEKO 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 IDEKO its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. (D) The Inspector General shall have the right to inspect and copy all documents and records in IDEKO's possession, custody or control which in the Inspector General's sole judgment, pertain to performance of the contract, 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, payroll and personnel records and supporting documentation for the aforesaid documents and records. (E) IDEKO 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 after final payment under this Agreement or for any longer period required by statute or by other clauses of this Agreement. In addition: If this Agreement is completely or partially terminated, IDEKO shall make available records relating to the work terminated until three (3) years after any resulting final termination settlement; and ii. IDEKO 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, litigation, or claims are finally resolved. 30 DocuSign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 (F) The provisions in this section shall apply to IDEKO, its officers, agents, employees, subcontractors and suppliers. IDEKO shall incorporate the provisions in this section in all subcontracts and all other agreements executed by the Consultant in connection with the performance of this Agreement. (G) Nothing in this section shall impair any independent right to the City to conduct audits or investigative activities. The provisions of this section are neither intended nor shall they be construed to impose any liability on the City by IDEKO or third parties. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK 31 DocuSign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 • SECTION 29. AGREEMENT WITH COCA-COLA BEVERAGES FLORIDA, LLC. This Agreement is subject to an agreement between the City and Coca-Cola Bottling, commencing on September 1, 2011 and expiring on September 1, 2021, wherein Coca-Cola Bottling is to be the exclusive provider of non-alcoholic beverages in connection with certain Facilities (as defined therein), which includes the City Properties which are the subject of this Agreement. As such, IDEKO may only purchase, from the City's vendor, the Coca-Cola brand beverages, as more particularly set forth in the Product List. IN WITNESS WHEREOF, the parties hereto have caused their names to be signed and their seals to be affixed, all as of the day and year first above written, indicating their Agreement. FOR CITY: Attest: CITY OF MIAMI BEACH, FLORIDA r—DocuSigned by: DocuSigned by: '-24A05013ADDC4B5._ 28306240F92845D Rafael E. Granado, City Clerk Raul J. Aguila, Interim City Manager 2/9/2021 15:00 PM EST Date: FOR IDEKO: Attest: IDEKO PRODUCTIONS, LLC a New York Limited Liabingp ,bion eos.3sanna3V541- ... David Knee COO/EVP Print Name and Title Print Name and Title 1/26/2021 1 4:53 PM EST Date: APPROVED AS TO FORM & LANGUAGE &FQR.VECUTION 12000?-1 City Attorney ;' pole 32 DocuSign EnJelope ID:E719117C-9777-4F74-914F-23E17189A2D0 List of Exhibits Exhibit A—Program Service Zone Exhibit B— Site Plan for Program Areas Exhibit C—Cultural Programming Proposal Exhibit D— Payment Schedule 33 DocuSign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 Exhibit A Program Service Zone Lummus Park Programming to take place between 5th to 14th Streets 1Sth St r'.p.Mb wat Fienberg Fisher } K-B Center© Q 0 U O Ir World Erotic Q , Art Museum rim Cs 1Ih St 11th St WoIlsonian Floridaa "r rnational University V e Art Deco Historic District • a coq N � fi > L V J • ' r • 1 t !S•� Ktt, CA 6 36 DocuEign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 Exhibit B Site Plans TO BE DETERMINED BASED ON PROGRAMMATIC NEEDS 37 DocuSign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 • • Exhibit C Cultural Programming Proposal Programming is subject to change based on availability. January: • Kids Disco— Everyday I Dance Partner—Afrobeta, DJ Oscar G and South Florida Center For Percussive Arts—www.afrobeta.com •Afrobeta is an award-winning local duo and DJ Oscar G is an iconic local DJ. • The Kids Disco is Latin based music and performance by the kids and talented combined with socially distanced group dance for the entire family. • Community Mural Project Partner/Possible Sponsors—Goldman Global Arts and The Farber Foundation — www.thefarberfoundation.org • 5 murals will be painted —2 by family participants and 3 by local artists. • The family participant murals will be paint by number murals. •All murals will tie into the Rethink theme and can evolve from month to month is this becomes a returning feature. • 3rd Street Yoga—Flex Don't Break—A Family Friendly Guide To Inner Peace Partner— Donation-based, daily beach yoga organization — www.3rdstreetbeachyoga.com • Free to Rethink participants. • 3, 30-minute teaching workshops and 1, 30-minute socially distanced group session throughout event day. • No equipment necessary. • Expandable into other health and wellness programs for future months. • City of Miami Beach Parks and Recreation—Youth Sports Programs Introduction Partner— City of Miami Beach Parks and Recreation Youth Sports Program • The City of Miami Beach Parks and Recreation Youth Sports Program featuring soccer as it is the most COVID conscious activity. • Soccer skills drills and 5 v 5 games can be featured. February: • The Spoken Word—"Resolve To Be Me" Partner/Possible Sponsor— Presented By The Betsy • The Betsy Writer's Room is well-known for their famous poets, writers and storytellers. • We bring local and well-known spoken word artists to perform family poetry and storytelling, all tied into the Rethink theme. • Four performances throughout the event day. 38 DocuSign Envelope ID:E719117C-9777-4F74-914F-23E17189A2D0 • Health Hop Partner—Volo and local fitness partners • Multiple stations will be featured across Lummus Park with different family friendly fitness activities at each station. •Activities to include but not limited to Volo Bocce, Kettle Ball and Jump Rope as examples. • Sandcastle Building and Contest—Winter in Miami Beach Partner—Self-produced or local artists or sandcastle builders • Families can build their own castle out of sand with instruction and tools provided. • We will have a contest for sandcastle in a number of categories so everyone can be involved. April: • Find Your Rhythm — Milagro De Amor(Miracle of Love)—Cuban Percussion For Kids Partner—South Florida Center For Percussive Arts/ DJ Oscar G — www.thesfcpa.com • Workshops for kids to learn the Milagro Rhythm. • Buckets and drumsticks provided to participants. • Local artists lead these workshops to create music that will later be incorporated into The Kids Disco. • 3-4 performances throughout the event day. • Chalk Art Hop-Scotch—Chalk and Brush Design Partner— Mellow Monkey Art local artists—www.mellowmonkeyart.com • To be located on pathway along Lummus Park. • Custom and interactive designed Hop-Scotch lanes for families to design and play. • Possible Sponsor—Goldman Global Arts. • On-going throughout the event day. June: Underdevelopment 39 DocuSign Envelope ID: E719117C-9777-4F74-914F-23E17189A2D0 • • Exhibit D Payment Schedule Compensation and Schedule of Payments Lummus Park (Total Compensation $75,000) City shall pay IDEKO the total sum of Seventy-Five Thousand Dollars and No Cents ($75,0000) for Program services at Lummus Park, contemplated in the Agreement as follows: Payment#1-Thirty-Seven Thousand Five Hundred Dollars and No Cents ($37,500) to be paid upon the signing of the Agreement. Payment#2- Eighteen Thousand Seven Hundred Fifty Dollars and No Cents ($18,750) to be paid on or before April 15, 2021. Payment#3— Eighteen Thousand Seven Hundred Fifty Dollars and No Cents ($18,750) to be paid upon completion of programming activities in Lummus Park, as outlined in the Agreement. IDEKO will be paid in accordance with the foregoing specified installments, upon submission of satisfactory invoices and documentation substantiating satisfactory completion of the portion of the Services for which payment is requested, upon City's acceptance of said portion of Services. Additionally, the invoice shall include a written progress report, with a narrative discussion of all activities in progress during the report period and projected programmatic activities, including photo and video documentation where appropriate. 40