PSA with Patrons Of Exceptional Artists, Inc. 20 22_- ,a 3c
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH
AND
PATRONS OF EXCEPTIONAL ARTISTS, INC.
FOR 2023 ON STAGE! MIAMI BEACH PROGRAMMING AT VARIOUS LOCATIONS
ACROSS MIAMI BEACH
This Professional Services Agreement ("Agreement") is entered into this 6 day of
January,2023, 2022("Effective Date"), between the CITY OF MIAMI BEACH, FLORIDA, a
municipal corporation organized and existing under the laws of the State of Florida, having its
principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139(the"City"), and
PATRONS OF EXCEPTIONAL ARTISTS, INC., a Florida not for profit organization,whose
address is 20191 East Country Club Drive, Suite 709, Aventura, FL 33180("Consultant').
SECTION 1
DEFINITIONS
Agreement: This Agreement between the City and Consultant, including any exhibits
and amendments thereto.
City Manager: The chief administrative officer of the City.
City Manager's
Designee:. The City staff member who is designated by the City Manager to
administer this Agreement on behalf of the City. The City Manager's
designee shall be the Tourism and Culture Department Director.
Consultant: For the purposes of this Agreement, Consultant shall be deemed to be an
independent contractor, and not an agent or employee of the City.
Services: All services, work and actions by the Consultant performed or undertaken
pursuant to the Agreement.
Fee: $25,000.00
Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center
Drive, Third Floor, Miami Beach, Florida 33139; telephone number (305)
673-7000, Ext. 6435; and fax number(305)673-7023.
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SECTION 2
SCOPE OF SERVICES
2.1 In consideration of the.Fee to be paid to Consultant by, the City, Consultant shall provide
the work and services described in Exhibit"A" hereto(the "Services").
Although Consultant may be provided with a schedule of the available hours to provide its
Services, the City shall not control nor have the right to control the hours of the Services
performed by the Consultant; where the Services are performed (although the City will provide
Consultant with the appropriate location to perform the Services); when the Services are
performed, including how many days a week the Services are performed; how the Services are
performed, or any other aspect of the actual manner and means of accomplishing the Services
provided. Notwithstanding the foregoing, all Services provided by the Consultant shall be
performed in accordance with the terms and conditions set forth in Exhibit "A" and to the
reasonable satisfaction of the City Manager if there are any questions regarding the Services
to be performed, Consultant should contact the following person:
Lissette Garcia Arrogante
Director, Tourism and Culture
1755 Meridian Avenue, 5th Floor
Miami Beach, Fl 33139
2.2 Consultant's Services, and any deliverables incident thereto, shall be completed in
accordance with the timeline and/or schedule.in Exhibit"A" hereto.
SECTION 3
TERM
The term of this Agreement ("Term") shall commence upon execution of this Agreement by all
parties hereto (the Effective Date set forth on p. 1 hereof).
Notwithstanding the Term provided herein, Consultant shall adhere 'to any specific timelines,
schedules, dates, and/or performance milestones for completion and delivery of the Services,
as same is/are set forth in the timeline and/or schedule referenced in Exhibit "A" hereto.
SECTION 4
FEE
4.1 In consideration of the Services to be provided, Consultant shall be compensated in a
total amount not to exceed $25,000.00.
4.2 INTENTIONALLY OMITTED
4.3 The fee is to be paid in a disbursement schedule, with a final payment upon completion
of the proposed services.
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4.4 INVOICING
Upon receipt of an acceptable and approved invoice,, payment(s) shall be made within forty-five
(45') days for that portion (or those portions) of the Services satisfactorily rendered (and
referenced in the particular invoice).
Invoices shall include a detailed description of the Services.(or portions thereof) provided, and
shall be submitted to the City at the following address:
Fernando Pestana, Administrative Services Manager
Tourism and Culture.Department
1755 Meridian Avenue, 5th Floor
Miami Beach, FL 33139
fernandopestana@miamibeachfl,gov
With copy to:
Lissette Arrogante, Director
Tourism and Culture Department
1755 Meridian Avenue, 5th Floor
Miami Beach, FL 33139
lissettearrogante@miamibeachflgov
SECTION 5
TERMINATION
5.1 TERMINATION FOR CAUSE
If the. Consultant shall fail to fulfill in a timely manner, or otherwise violates, any of the
covenants, agreements, or stipulations material to this Agreement, the City, through its City
Manager, shall thereupon have the right to terminate this Agreement for cause. Prior to
exercising its option to terminate for cause, the City shall notify the Consultant of its violation of
the particular term(s) of this Agreement and shall grant Consultant 'ten (10)'days to cure such
default. If such default remains uncured after ten (10) days, the City may, terminate this
Agreement without further notice to Consultant. Upon termination, the City shall be fully
discharged from any and all liabilities, duties, and terms arising out of, or by virtue of, this
Agreement.
Notwithstanding the above, the Consultant shall not be relieved of liability to the City for
damages sustained by the.City by any breach of the Agreement by the Consultant. The City, at
its sole option and discretion, shall be entitled to bring any and all legal/equitable actions that it
deems to be in its best interest in order to enforce the City's rights and remedies against
Consultant. The City shall be entitled to recover all costs of such actions, including reasonable
attorneys'fees.
5.2 TERMINATION FOR CONVENIENCE OF THE CITY
THE.. CITY MAY .ALSO,, THROUGH ITS CITY MANAGER, AND FOR ITS
CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY
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TIME DURING THE TERM BY GIVING WRITTEN NOTICE TO CONSULTANT OF
SUCH TERMINATION; WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30)
DAYS FOLLOWING RECEIPT BY THE CONSULTANT OF SUCH NOTICE.
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 CONSULTANT, MAY IMMEDIATELY SUSPEND THE
SERVICES UNDER THIS AGREEMENT FOR A TIME CERTAIN, OR IN THE
ALTERNATIVE, TERMINATE THIS AGREEMENT ON A GIVEN DATE. IF THE
AGREEMENT IS TERMINATED FOR CONVENIENCE BY THE CITY, CONSULTANT
SHALL BE PAID FOR ANY SERVICES SATISFACTORILY PERFORMED UP TO THE
DATE OF TERMINATION; FOLLOWING WHICH THE CITY SHALL BE DISCHARGED
FROM ANY AND ALL LIABILITIES, DUTIES, AND TERMS ARISING OUT OF, OR BY
VIRTUE OF, THIS AGREEMENT.
5.3 TERMINATION FOR INSOLVENCY
The City also reserves the right to terminate the Agreement in the event the Consultant is
placed either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of
creditors. In such event, the right and obligations for the parties shall be the same as provided
for in Section 5.2.
SECTION 6
INDEMNIFICATION AND INSURANCE REQUIREMENTS
6.1 INDEMNIFICATION
Consultant agrees to indemnify, defend and hold harmless the City of Miami Beach and its
officers, employees, agents, and contractors, from and against any and all actions (whether at
law or in equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys'
fees and costs, for personal, economic or bodily injury, wrongful death, loss of or damage to
property, which may arise or be alleged to have arisen from the negligent acts, errors,
omissions or other wrongful conduct of the Consultant, its officers, employees, agents,
contractors, or any other person or entity acting under Consultant's control or supervision, in
connection with, related to, or as a result of the Consultant's performance of the Services
pursuant to this Agreement. To that extent, the Consultant shall pay all such claims and losses
and shall pay all such costs and judgments which may issue from any lawsuit arising from such
claims and losses, and shall pay all costs and attorneys' fees expended by the City in the
defense of such claims and losses, including appeals. The Consultant expressly understands
and agrees that any insurance protection required by this.Agreement or otherwise provided by
the Consultant shall in no way limit the Consultant's responsibility to indemnify, keep and save
harmless and defend the City or its officers, employees, agents and instrumentalities as herein
provided.
The parties agree that one percent (1%) of the total compensation to Consultant for
performance of the Services under this Agreement is the specific consideration from the City to
the Consultant for the Consultant's indemnity agreement. The provisions of this Section 6.1 and
of this indemnification shall survive termination or expiration of this Agreement.
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6.2 INSURANCE REQUIREMENTS
The Consultant shall maintain and carry in full force during the Term, the following insurance:
1. Consultant General'Liability, in the amount of$1,000,000;
2. Consultant Professional Liability, in the amount of$200,000; and
3. Workers Compensation & Employers Liability, as required pursuant to Florida Statutes.
The insurance must be furnished by insurance companies authorized to do business in the
State of Florida. All insurance policies must be issued'by companies rated no less than "B+" as
to management and not less than "Class VI" as to strength by the latest edition of Best's
Insurance Guide,published by A.M. Best Company, Oldwick, New Jersey, or its equivalent.
All of Consultant's certificates shall contain endorsements providing that written notice shall be
given to the City at least thirty (30) days prior to termination, cancellation or reduction in
coverage in the policy. The insurance certificates for General Liability shall include the City as
an additional insured and shall contain a waiver of subrogation endorsement.
Original certificates of insurance must be submitted to the City's Risk Manager for approval
(prior to any work and/or services commencing) and will be kept on file in the Office of the Risk
Manager. The City shall have the right to obtain from the Consultant specimen copies of the
insurance policies in the event that submitted certificates of insurance are inadequate to
ascertain compliance with required coverage.
The Consultant is also solely responsible for obtaining and submitting all insurance certificates
for any sub-consultants.
Compliance with the foregoing requirements shall not relieve the Consultant of the liabilities and
obligations under this section or under any other portion of this Agreement.
The Consultant"shall not commence any work and or services pursuant to this Agreement until
all insurance required under this.section has been obtained and such insurance has been
approved by the City's Risk Manager.
SECTION 7
LITIGATION JURISDICTION/VENUE/JURY TRIAL WAIVER
This Agreement shall be construed in accordance with the laws of the State of Florida. This
Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary
by either party with respect to the enforcement of any or all of the terms or conditions herein,
exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. By
entering into this Agreement, Consultant and the City expressly waive any rights either party
may have to a trial by jury of any civil litigation related to or arising out of this Agreement.
SECTION 8
LIMITATION OF CITY'S LIABILITY
The City desires to enter into this Agreement only if in so doing the City can place a limit on the
City's liability for any cause of action, for money damages due to an alleged breach by the City
of this Agreement, so that its liability for any such breach never exceeds the sum of $10,000.
Consultant hereby expresses its willingness to enter into this Agreement with Consultant's
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recovery from the City for any damage action for breach of contract to be limited to a maximum
amount of$10,000.
Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant
hereby agrees that the City shall not be liable to the. Consultant for damages in an amount in
excess of $10,000. for any action or claim for breach of contract arising out of the performance
or non-performance of any obligations imposed upon the City by this Agreement.
Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a
waiver of the limitation placed upon the City's liability, as set forth in. Section 768.28, Florida
Statutes.
SECTION 9
DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS/PATENT RIGHTS; COPYRIGHT;
AND CONFIDENTIAL FINDINGS
9.1 DUTY OF CARE
With respect to the performance of the Services contemplated herein, Consultant shall exercise
that degree of skill, care, efficiency and diligence normally exercised by reasonable persons
and/or recognized professionals with respect to the performance of comparable work and/or
services.
9.2 COMPLIANCE WITH APPLICABLE LAWS
In its performance of the Services, Consultant shall comply with all applicable laws, ordinances,
and regulations of the City, Miami-Dade County, the State of Florida, and the federal
government, as applicable.
9.3 PATENT RIGHTS; COPYRIGHT; CONFIDENTIAL FINDINGS
Any work product arising out of this Agreement, as well as all information specifications;
processes, data and findings, are intended to be the property of the City and shall not otherwise
be made public and/or disseminated by Consultant, without the prior written consent of the City
Manager, excepting any information, records etc. which are required to be disclosed pursuant to
Court Order and/or Florida Public Records Law.
All reports, documents, articles, devices, and/or work produced in whole or in part under this
Agreement are intended to 'be the sole and exclusive property of the City, and shall not be
subject to any application for copyright or patent by or on behalf of the Consultant or its
employees or sub-consultants, without the prior written consent of the.City Manager.
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SECTION 10
GENERAL PROVISIONS
10.1 AUDIT AND INSPECTIONS
Upon reasonable verbal or written notice to Consultant, and at any time during normal
business hours (i.e. 9AM — 5PM, Monday through Fridays, excluding nationally recognized
holidays), and as often as the City Manager may, in his/her reasonable discretion and
judgment, deem necessary, there shall be made available to the City Manager, and/or such
representatives as the City Manager may deem to act on the City's behalf, to audit, examine,
and/ or inspect, any and all other documents and/or records relating to all matters covered by
this Agreement.. Consultant shall maintain any and all such records at its place of business at
the address set forth in the "Notices" section of this Agreement.
10.2 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 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 the Consultant,
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 the Consultant, the Consultant 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 the Consultant
its officers, agents and employees, lobbyists, City staff and elected officials to ensure
compliance with the contract documents and to detect fraud and corruption.
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(D) The Inspector General shall have the right to inspect and copy all documents and
records in the Consultant'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) The Consultant 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, the Consultant shall make
available records relating to the work terminated until three (3), years after any
resulting final termination settlement;,and
ii., The Consultant 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.
(F) The provisions in this section shall apply to the Consultant, its officers, agents,
employees, subcontractors and suppliers. The Consultant 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 the Consultant or third parties.
10.3 ASSIGNMENT,TRANSFER OR SUBCONSULTING
Consultant shall not subcontract, assign, or transfer all or any portion of any work and/or
service under this Agreement without the prior written consent of the. City Manager, which
consent, if given at all, 'shall''be in the Manager's sole judgment and discretion. Neither this
Agreement, nor any term or provision hereof, or right.hereunder, shall be assignable unless as
approved pursuant to this section, and any attempt to make such assignment (unless
. approved)shall be void.
10.4 PUBLIC ENTITY CRIMES
Prior to commencement of the Services, the Consultant shall file a State of Florida Form PUR
7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes
with the City's Procurement Division.
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10.5 NO DISCRIMINATION
In connection with the performance of the Services, the Consultant shall not exclude from
participation in, deny the benefits of, or subject to discrimination anyone on the grounds of
race, color, national origin, sex, age, disability, religion, income or family status.
Additionally, Consultant 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.
10.6 CONFLICT OF INTEREST
Consultant herein agrees to adhere to and be governed by all applicable Miami-Dade County
Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami-Dade County
Code, as may be amended from time to time; and by the City of Miami Beach Charter and
Code, as may be amended from time to time; both of which are incorporated by reference as if
fully set forth herein.
Consultant covenants that it presently has no interest and shall not acquire any interest,
directly or indirectly, which could conflict in any manner or degree with the performance of the
Services. Consultant further covenants that in the performance of this Agreement, Consultant
shall not employ any person having any such interest. No member of or delegate to the
Congress of the United States shall be admitted to any share or part of this,Agreement or to
any benefits arising therefrom.
10.7 CONSULTANTS COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
(A) Consultant shall comply with Florida Public Records law, under Chapter 119, Florida
Statutes, as may be amended from time to time.
(B) The term "public records" shall have the meaning set forth in Section 119.011(12), which
means all documents, papers, letters, maps, books, tapes, photographs, films, sound
recordings, data processing software, or other material, regardless of the physical form,
characteristics, or means of transmission, made or received pursuant to law or
ordinance or in connection with the transaction of official business of the City.
(C) Pursuant to Section 119.0701 of the Florida Statutes, if the Consultant meets the
definition of"Contractor" as defined in Section 119.0701(1)(a), the Consultant shall:
(1) Keep and maintain public records required by the City to perform the service;
(2) Upon request from the City's custodian of public records, provide the City with a
copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in
Chapter 119,. Florida Statutes or as otherwise provided by law;
(3) Ensure that public records that are exempt or confidential and exempt 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
Agreement if the Consultant does not transfer the records to the City;
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(4) Upon completion of the Agreement, transfer, at no cost to the City, all public
records, in possession of the Consultant or keep and maintain public records
required by the City to perform the service. If the Consultant transfers all public
records to the City upon completion of the Agreement, :the Consultant shall
destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. If the Consultant keeps and
maintains public records upon completion of the Agreement, the Consultant shall
meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the City,, upon request from the City's
custodian of public records, in a format that is compatible with the information
technology systems of the City.
(D) REQUEST FOR RECORDS; NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the City's contract for
services must be made directly to the City. If the City does not possess the
requested records, the City shall immediately notify the Consultant of the
request, and the Consultant must provide the records to the City or allow the
records to be inspected or copied within a reasonable time.
(2) Consultant's failure to comply with the City's request for records shall constitute a
breach of this Agreement, and the City, at its sole discretion, may: (1) unilaterally
terminate the Agreement; (2) avail itself of the remedies set forth under the
Agreement; and/or(3) avail itself of any available remedies at law or in equity.
(3) A Consultant who fails to provide the public records to the City within a
reasonable time may be subject to penalties under s. 119.10.
(E) CIVIL ACTION
(1) If a civil action is filed against a Consultant to compel production of public records
relating to the City's contract for services, the court shall assess and award
against the Consultant the reasonable costs of enforcement, including
reasonable attorneys' fees, if:
a. The court determines that the Consultant 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
Consultant has not complied with the request, to the City and to the
Consultant.
(2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of
public records and to the Consultant at the Consultant's address listed on its
contract with the City or to the.. Consultant'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.
(3) A Consultant 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.
(F) IF THE CONSULTANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS
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RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN
OF PUBLIC.RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 331.39
E-MAIL: RAFAELGRANADO(c�MIAMIBEACHFL.GOV
PHONE: 305-673-741.1
10.8 FORCE MAJEURE
(A) A "Force Majeure" event is an event that(i) in fact causes a delay in the performance of
the Consultant or the City's obligations under the Agreement; and (ii) is beyond the
reasonable 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 Consultant'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.
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(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 Consultant of such
termination. if the Agreement is terminated pursuant to this section, Consultant shall be
paid for any Services satisfactorily performed up to the date of termination; following
which the City, shall be discharged from any and all liabilities, duties, and terms arising
out of, or by virtue of, this Agreement. In no event will any condition of Force Majeure
extend this Agreement beyond its stated term.
10.9 E-VERIFY
(A) Consultant 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,. Consultant 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, Consultant shall expressly require any
subconsultant 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 subconsultant during the
contract Term. If Consultant enters into a contract with an approved subconsultant, the
subconsultant must provide the. Consultant with an affidavit stating that the
subconsultant does not employ, contract with, or subcontract with an unauthorized
alien. Consultant 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 Consultant has knowingly violated Section
448.09(1), Florida Statutes, the City shall terminate this Agreement with
Consultant for cause, and the City shall thereafter have or owe no further
obligation or liability to Consultant.
(2) If the City has a good faith belief that a subconsultant has knowingly violated the
foregoing'Subsection 10.9(A), but the Consultant otherwise complied with such
subsection, the City will promptly notify the Consultant and order the Consultant
to immediately terminate the Agreement with the subconsultant. Consultant's
failure to terminate a subconsultant shall be an event, of default under this
Agreement, entitling City to terminate the Consultant'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 Consultant or a subconsultant may file an action with the Circuit or
County Court to challenge a termination under the foregoing Subsection (B)(1)or
12
(8)(2) no later than 20 calendar days after the date on which the contract was
terminated.
(5) If the City terminates the Agreement with Consultant under the foregoing
Subsection(8)(1), Consultant may not be awarded a public contract for at least 1
year after the date of termination of this Agreement.
(6) Consultant 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 11
NOTICES
All notices and communications in writing required or permitted hereunder, shall be delivered
personally to the representatives of the Consultant and the City listed below or may be mailed
by U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally recognized
overnight delivery service.
Until changed by notice, in writing, all such notices and communications shall,be addressed as
follows:
TO CONSULTANT: Giseile Brodsky, Director
Patrons of Exceptional Artists, Inc.
20191 East Country Club Drive, Suite 709
Aventura FL 33180
TO CITY: Lissette.Garcia Arrogante, Director
Tourism and Culture Department.
1755 Meridian Avenue, 5th Floor
Miami Beach, FL 33139
Notice may also be provided to any other address designated by the party to receive notice if such
alternate address is provided via U.S. certified mail, return receipt requested, hand delivered, or by
overnight delivery. In the event an alternate notice address is 'properly provided, notice shall be
sent'to such alternate address in addition to any other address which notice would otherwise be
sent, unless other delivery instruction as specifically provided for by the party entitled to notice.
Notice shall be deemed given on the date of an acknowledged,receipt,or, in all other cases, on the
date of receipt or refusal.
SECTION 12
MISCELLANEOUS PROVISIONS
12.1 CHANGES AND ADDITIONS
This. Agreement cannot be modified or amended without the express written consent of the
parties. No modification, amendment, or alteration of the terms or conditions contained herein
shall be effective unless contained in a written document executed with the same formality and
of equal dignity herewith.
13
12.2 SEVERABILITY
If any term or provision ofthis Agreement is held invalid or unenforceable, the remainder of this
Agreement shall not be affected and every other term and provision'of this Agreement shall be
valid and be enforced to the fullest extent permitted by law.
12-.3 WAIVER.0P BREACH
A party's failure to enforce any provisiOn of this Agreement shall not be deemed a waiver of
such provision or modification of this Agreernent. A party's waiver of any breach of a provision
of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be
construed to be a Modification of the terms of this Agreement.
12.4 JOINT PREPARATION
The parties hereto acknowledge that they have sought and received whatever competent advice
and counsel as was necessary for them to form a full and complete understanding of all rights
and obligations herein and that the preparation of this Agreement has been a joint effort of the
parties, the language has been agreed to by parties to express their .mutual intent and the
resulting document shall not, solely as a matter of judicial construction, be construed more
severely against one of the parties than the other.
12.5 ENTIRETY OP AGREEMENT'
The City and Consultant agree that this is the entire agreement between the outlet. This
Agreement supersedes all prior negotiations, correspondence, conversations, agreements or
understandings applicable to the matters contained herein, and there are no commitments,
agreements or understandings concerning the subject matter of this Agreement that are not
contained in this document. Title and paragraph headings are for convenient reference and are
not intended to confer any rights or obligations upon the parties to this Agreement.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
14
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed
by their appropriate officials, as of the date first entered above.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
By: Ci y Manager
City Cler ��••••••• ,,, ,
JAN 2.0 2023 8 �
Date: • - -
- ( 0ont1J
qNN•
FOR CONSULTANT: Giselle Brodsky
ATTEST:
11•or
By:
Giselle Brodsky , Executive &Artistic Director
Print Name and Title Print Name and Title
Date:
APPROVED AS TO
FORM& LANGUAGE
&FOR EXECUTION
' 3
City Attorney D to
15
Exhibit A-Scope of Services and Fees
Patrons of Exceptional Artists, Inc.will be producing the Miami International Piano
Festival as part of the Miami Beach OnStage! 2023 series
Services shall include all aspects of event production, equipment rental and coordination with
City staff.
MIAMI
PERFORMANCES INTERNATIONAL
Winter e a each FESTIVAL
C DNEMY
'January 2—0,2023
CADET HOTEL
1701Jamee Ave.Miami Besch:FL331a1
Ali Carrerto Start at 730 A+st
January 3,2023
5TEPHER BEIIS IUSAI
`Spe taculac:..It was like he had placed the orchestra In rho middle of a gigantic cantrihrge and pushed start?
Copenhagen Post
January 4,2023
FRANCESCO LIBETTA(ITALY]
"Fury,demenicallycharged and toahnlcalty stagger ing K9e 18 bIg piano playing In It ma Ut)Mted
and dangerous state."Harold`Schonborg
January 5,2023
KEMAL GENIC(CROATIA'
°Geklo rides the,charismatic edge ofgeblous'R.Dyer,Roston Gioho
'He Is something like a general who has learned all the rules in the book and Is therefore free to Ignore
them In the time of war°Jamas Roos,Miami Herald
January 6,2023
ARIEL LAHTI(ISRAELI
"Mr.LarO's authority take no prisoners as he expertly!gads us on;a no-nonsense attistic journey as
satisfying as it is substantive.'
January,7,2023
ACADEMY STUDENTS RECITAL.
Best Pianists will be Selected
16
FEES
In consideration of the Services to be provided, Consultant shall be compensated in the amount
not to exceed$25 000 00.
Payment#1-TWELVE THOUSAND FIVE HUNDRED DOLLARS AND ZERO CENTS
$121500.00. To be paid upon:execution of Agreement.
Payment#2-TWELVE THOUSAND FIVE HUNDRED DOLLARS AND ZERO CENTS
$12,500.00. To be pain upon completion of programming activities, as,outlined in the
Agreement-and described:above,
17
•
TOURISM AND CULTURE DEPARTMENT
DATE: 1/18/2023
TO: Alina Hudak, City Manager
Marcia Monserrat, Chief . J
.4:7
FROM: Lissette Garcia Arrogance,Touris \and Culture Directo
SUBJECT: Sponsorship Agreement
For:
Information Only
X Review & Approval
X City Manager's Signature
Other
Comments:
❑ Fee Waiver Memo/Consecutive Day Clause Memo
❑ Street
Closure:
❑ Special Event
Permit(s):
❑ Other: PSA and Sponsorship Agreement-Patrons of Exceptional
Artists Inc.-OnStage! 2023
❑ Film Permit:
Return to:
Lissette A.x26597 ❑ Francys Vallecillo.
Date Needed:
1/20/2023
DocuSign Envelope ID:5BF91CB8-4E08-485E-8C92-16A17EE832A9
MIAMIBEACH
PSA and Sponsorship Agreement—Patrons of Exceptional Artists Inc.—OnStage!2023
Tourism and Culture Department
_ .. LIT16i�&'-.a4 ,n .
Lissette Garcia Arrogante Marcia Monserrat (aYCia(Ikbt,SU/Va
ED5ADE61A6E2410...
`-0F73B56C56D948D..
Type 1—Contract,amendment,change order,or task order resulting from a procurement-issued competitive solicitation.
Type 2—Other contract,amendment,change order,or task order not resulting from a procurement-issued competitive solicitation.
Type 3—Independent Contractor Agreement(ICA) Type 6—Tenant Agreement
Type 4—Grant agreements with the City as the recipient Type 7—Inter-governmental agency agreement
Type 5—Grant agreements with the City as the grantor X Type 8—Other:Special Events Sponsorship Agreement
TIi7t u3n'l( i � r
Agreement with Patrons of Exceptional Artists,Inc Piano Festival as part of the Onstage!series.
The agreement is funded from the cultural programming budget in the Resort Tax Fund in the
amount of$25,000. The city will provide the Event Organizer with sponsorship funding in the
amount of$30,000 from the Resort Tax Fund per resolution 2022-32435 and require the Event
Organizer to provide the Tourism and Culture Department a list of items needing funding,for
staff to determine eligibility.
One(1)Time One(1)Time
• v ' -J7
Grant Funded: Yes No State Federal Other ei
n r - V.'. ♦ ..`. .,.. -- - r.�
1 $55,000 160-4300-000349-00-406-555-00-00-00-Fr ° Yes No
2 Yes No
3 Yes No
4 Yes No
5 Yes No
1. For contracts longer than five years,contact the Procurement Department.2.Attach any supporting explanation needed.
3.Budget approval indicates approval for the current fiscal year only.Future years are subject to City Commission approval of
the annual adopted operating budget. g�
1'{`1t.'�alff..;,. :v.. ..,i;>�f°-"`i11 .'�:ii�l ' �'.5•+t.L. �T "
City Commission Approved: X Yes No Resolution No.: CC Agenda Item No.: CC Meeting Date:
2022-32435 C7 L December 14,2022
If no,explain why CC approval is not required:
Legal Form Approved: X Yes No If no,explain below why form approval is not necessary:
+,< li me :OW Is& 'e.attac ed° Y. r == �.' ...4
:•;.�� ,r,3�' •,•.,.vim, ."t"«<•,r,•*,.. _,;:,i�'C,. C " .v:" ,".� d ,.,.
Procurement: 'Grants:
DocuSign Envelope ID:5BF91CB8-4E08-485E-8C92-16A17EE832A9
Budget: Tameka Otto Stewart Information Technology:
i'awake.Dlfo Skww,f
Risk Management: `S'oniayi1'althour Fleet&Facilities:
soma eaa7xou�
Human Resources: "°"'°° Other: