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Resolution 2023-32640 RESOLUTION NO. 2023-32640 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, WAIVING, BY 5/7TH VOTE, THE FORMAL COMPETITIVE BIDDING REQUIREMENT, FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF THE CITY, AND APPROVING, IN SUBSTANTIAL FORM, A PROFESSIONAL SERVICES AGREEMENT WITH DANNY BERRY, BASEBALL CAMP, INC. FOR YOUTH BASEBALL PROGRAMMING, FOR AN INITIAL TERM OF THREE (3) YEARS, WITH TWO (2) ONE-YEAR RENEWAL TERMS, AT THE CITY'S OPTION, SUBJECT TO FINAL NEGOTIATION BY THE ADMINISTRATION; SAID AGREEMENT PROVIDING FOR THE PAYMENT TO DANNY BERRY OF AN ANNUAL MANAGEMENT FEE, IN THE AMOUNT OF $156,850.00, AND THE REIMBURSEMENT OF PROGRAM OPERATING EXPENSES, IN THE AMOUNT NOT TO EXCEED $620,650.00 ANNUALLY, FOR A TOTAL ANNUAL CONTRACT AMOUNT NOT TO EXCEED $777,500.00; AND FURTHER AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE THE FINAL AGREEMENT. WHEREAS, on March 26, 2018, the City of Miami Beach executed an agreement with Danny Berry Baseball Camp, Inc. ("Danny Berry") to administer a youth baseball program for the City (the "Program"), pursuant to a bid waiver, approved via Resolution No. 2018-30240; and WHEREAS, that agreement commenced on August 1, 2018, and had an initial term of three (3) years, with two (2) additional one (1) year renewal terms, at the City Manager's sole option and discretion, and is set to expire on September 30, 2023; and WHEREAS, during the February 1, 2023 City Commission meeting, an item titled "Discuss/take action, Parks and Recreation Advisory Board Recommendation — Extend Contract with Danny Berry Baseball," was heard; and WHEREAS, upon conclusion of the discussion, a motion was passed, directing the Administration to negotiate an agreement with Danny Berry as a bid waiver, subject to approval of the negotiated agreement by the City Commission; and WHEREAS, since 2015, the Danny Berry has been offering quality recreational and travel baseball programs to the Miami Beach community at North Shore Park, Polo Park and Flamingo Park; and WHEREAS, the Program had over 563 participants in the recreational league for the 2022-2023 fall and spring seasons, as well as 51 participants in the travel league; and WHEREAS, the success of the Program is evidenced by the incredible support it has received from numerous parents, whose children participate in the Program, and the favorable recommendation of the Parks and Recreational Facilities Board, pursuant to the following unanimous motion passed at its January 19, 2023 meeting: "The Parks and Recreational facilities Advisory Board motions to support continuing the youth baseball program with Danny Berry Baseball as the program provider by extending the contract, waiving bid process, and negotiating any contract points deemed appropriate by the Parks Department based on the overwhelming community support received at this evening's meeting"; and WHEREAS, the Administration has been in negotiation with Danny Berry over the past several months, and has reached consensus as to the following essential business terms: • Term: The Agreement shall have an initial term of three (3) years, with two (2) additional one (1) year terms, on a year-to-year basis, at the sole discretion of the City Manager; during each renewal term (1) the City may consider an adjustment to price based upon the applicable Bureau of Labor Statistics (www.bls.gov) CPI-U index Consumer Price Index (CPI); and (2)the City may also, at its sole option and discretion, consider price increases based on increases mandated by the City's Living Wage Ordinance (as codified in Sections 2-407 through 2-410 of the City Code, and as may be amended from time to time); • Fee: Danny Berry shall be paid an annual Management Fee, in the amount of $156,850.00, in four (4) payment intervals, as follows: • Forty percent (40%) of the total Management Fee, in the amount of $62,740.00 shall be due to the Contractor no later than two (2) weeks following the City's receipt and acceptance of the certified Rosters for the season; • Twenty percent (20%) of the total Management Fee, in the amount of $31,370.00, shall be due to the Contractor no later than six (6) weeks following the City's receipt and acceptance of the certified Rosters for the season; • Twenty percent (20%) of the total Management Fee, in the amount of $31,370.00, for the season shall be due to the Contractor no later than ten (10) weeks following the City's receipt and acceptance of the certified Rosters for the season; and • The remaining twenty percent (20%) of the total Management Fee, in the amount of$31,370.00, shall be due to the Contractor no later than two (2) weeks following the conclusion the season; • Reimbursable Expenses: Danny Berry will be reimbursed, on a monthly basis, for all Program operating expenses, up to a maximum amount of $620,650.00 annually; and • The City will be responsible for the collection of all revenues associated with the Program, estimated to be $789,450.00.00 annually, which revenue will be used to fund the Management Fee as well as the Reimbursement Expenses; and WHEREAS, the City Manager recommends the waiver of the competitive bidding requirement for the Agreement with Danny Berry, as being in the best interest of the City, due to the success and popularity of the youth baseball Program under the management of Danny Berry; and WHEREAS, based upon the foregoing, and as permitted under Section 2-367(e) of the City Code, the City Manager recommends waiving, by 5/7th vote, the formal competitive bidding requirement, finding such waiver to be in the best interest of the City, and approving, in substantial form, the proposed draft Professional Services Agreement with Danny Berry, attached to the City Commission Memorandum accompanying this Resolution as Exhibit "B", subject to final negotiation by the Administration; and further authorizing the City Manager and City Clerk to execute the final Agreement. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby waive, by 5/7th vote, the formal competitive bidding requirement, finding such waiver to be in the best interest of the City, and approve, in substantial form, a Professional Services Agreement with Danny Berry Baseball Camp, Inc, for youth baseball programming, for an initial term of three (3) years, with two (2) one-year renewal terms, at the City's option, subject to final negotiation by the Administration; said Agreement providing for the payment to Danny Berry of an annual Management Fee, in the amount of$156,850.00, and the reimbursement of program operating expenses, in the amount not to exceed $620,650.00 annually, for a total annual contract amount not to exceed $777,500.00; and further authorize the City Manager and City Clerk to execute the final agreement. PASSED AND ADOPTED this 28th day of June 2023. Dan Gelber, Mayor ATTEST: \\\A111 JUL — 5 2023 gyp . -e Rafael E. Granado, City Clerk 111 (114rORPFTEU:, 9Q % ,4C•H%% _,__ APPROVED AS TO FORM Er LANGUAGE OR EXECUTION Q�,,. fz--Z3 City Attorn .rJ/ ' Dame Resolutions -C7 M MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Alina T. Hudak, City Manager DATE: June 28, 2023 SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, WAIVING, BY 5/7TH VOTE, THE FORMAL COMPETITIVE BIDDING REQUIREMENT, FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF THE CITY, AND APPROVING, IN SUBSTANTIAL FORM, A PROFESSIONAL SERVICES AGREEMENT WITH DANNY BERRY BASEBALL CAMP, INC. FOR YOUTH BASEBALL PROGRAMMING, FOR AN INITIAL TERM OF THREE (3) YEARS, WITH TWO (2) ONE-YEAR RENEWAL TERMS, AT THE CITY'S OPTION, SUBJECT TO FINAL NEGOTIATION BY THE ADMINISTRATION; SAID AGREEMENT PROVIDING FOR THE PAYMENT TO DANNY BERRY OF AN ANNUAL.MANAGEMENT FEE, IN THE AMOUNT OF $156,850.00, AND THE REIMBURSEMENT OF' PROGRAM OPERATING EXPENSES, IN THE AMOUNT NOT TO EXCEED $620,650.00 ANNUALLY, FOR A TOTAL ANNUAL CONTRACT AMOUNT NOT TO EXCEED $777,500.00; AND FURTHER AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE THE F I NAL AGREEMENT. RECOMMENDATION The Administration recommends approval in substantial form, an agreement with Danny Berry Baseball Camp, Inc, in the amount not to exceed $156,850.00 for the management fee annually and $620,650.00 annually for reimbursable program expenses, to provide youth baseball program for the City; and further authorizing the Mayor and City Clerk to execute the final agreement. BACKGROUND/HISTORY On March 26, 2018,the City of Miami Beach executed an agreement with Danny Berry Baseball Camp, Inc. to administer a youth baseball program for the City. The competitive bidding requirement was waived and approved by Commission at the March 7, 2018 meeting via Resolution No. 2018-30240. This agreement commenced on August 1, 2018 for a term of three (3) years, with two (2) additional one (1) year renewal options, at City Manager's sole option and discretion.The agreement is set to expire on September 30,2023. During the February 1, 2023 City Commission meeting, an item titled "Discuss/take action, Parks and Recreation Advisory Board Recommendation — Extend Contract with Danny Berry Page 588 of 1808 Baseball,"was heard. After discussion, a motion was passed directing the Administration to negotiate an agreement with Danny Berry Baseball, as a bid waiver, and come back with a negotiated agreement to the City Commission. ANALYSIS Since 2015, the Danny Berry Baseball Camp, Inc. has been offering quality recreational and travel baseball programs to the Miami Beach community at North Shore Park, Polo Park and Flamingo Park. The program has had over 563 participants in the recreational league for the 2022-2023 fall and spring seasons as well as 51 participants in the travel league. The incredible success of the program has been supported by numerous parents whose children participate in the program and received a favorable recommendation by way of the following unanimous motion passed at the January 19, 2023 Parks and Recreational Facilities Board meeting: "The Parks and Recreational facilities Advisory Board motions to support continuing the youth baseball program with Danny Berry Baseball as the program provider by extending the contract, waiving bid process, and negotiating any contract points deemed appropriate by the Parks Department based on the overwhelming community support received at this evening's meeting." The Administration has been in negotiation with the Danny Berry Baseball Camp, Inc. over the past several months, and has reached consensus on all agreement points. Highlights of the agreement that are important to emphasize include the following: • Term: The Agreement shall be for an initial term of three (3) years. The Agreement may be extended for two (2) additional one (1) year terms on a year-to-year basis at the sole discretion of the City Manager. • Fee: o Danny Berry Baseball Camp, Inc. shall be paid a Management Fee of a not to exceed $156,850 annually and will also be reimbursed for all expenses up to a maximum amount of $620,650 annually. Danny Berry Baseball Camp, Inc. will be responsible for providing complete financial documentation to the City inclusive of profit and loss forms encompassing all operating expenses detailing salaries of coaches, umpire fees, uniform fees and any other relevant expenses prior to the release of funds to the Contractor by the City for reimbursement. o The City will be responsible for the collection of all fees associated with the program, estimating $789,450.00 annually. These fees will be used to fund the Management Fee as well as the reimbursable expenses. SUPPORTING SURVEY DATA N/A • FINANCIAL INFORMATION The fiscal impact is subject to the approval of the FY 2024 budget. Amounts)/Account(s): Not to Exceed$156,850-Annual Management Fee to Contractor Not to Exceed$620,650-Annual Reimbursable Expenses to Contractor Page 589 of 1808 Estimated$789,450-Annual Revenue Collected by the City Applicable Area Citywide Is this a"Residents Right Does this item utilize G.O. to Know" item. pursuant to Bond Funds? City Code Section 2-14? Yes No Strategic Connection Non-Applicable Legislative Tracking Parks and Recreation Sponsor Commissioner Alex Fernandez ATTACHMENTS: Description • ❑ Exhibit A—2018 Danny Berry's Baseball Camp, Inc.Agreement and Amendments ❑ Exhibit B - Draft Agreement with Danny Berrys Baseball Camp Inc D Exhibit C- Item R9X February 1, 2023 Commission Meeting ❑ Resolution Page 590 of 1808 • AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND DANNY BERRY'S BASEBALL CAMP, INC. TO ADMINISTER A YOUTH BASEBALL PROGRAM FOR THE CITY TIO2firsional Services Agreement ("Agreement") is entered into this at, day of , 2018, between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation organized and existing under the laws of the State of Florida, having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139 ("City'), and DANNY BERRY'S BASEBALL CAMP, INC., a Florida for profit corporation, whose address is 1225 NE 172 Street, North Miami Beach, FL 33162("Contractor"). SECTION 1 DEFINITIONS Agreement: This Agreement between the City and Contractor, 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 Parks and Recreation Department Director. Contractor: For the purposes of this Agreement, Contractor 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 Contractor performed or undertaken pursuant to the Agreement. Fee: Amount paid to the Contractor as compensation for Services. 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. SECTION 2 SCOPE OF SERVICES 2.1 In consideration of the Fee to be paid to Contractor by the City, Contractor shall provide the work and services described in Exhibit "A" hereto (the "Services") in connection with the administration of a youth baseball program for the City (the"Program'). Although Contractor 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 Page 511 of 1808 performed by the Contractor, where the Services are performed (although the City will provide Contractor 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 Contractor shall be to the reasonable satisfaction of the City Manager. If there are any questions regarding the Services to be performed, Contractor should contact the following person: Paul Di Muont Athletic Manager 1701 Meridian Avenue, Suite 401 Miami Beach, FL, 33139 pauldimuont@miamibeachfl.gov 2.2 Contractor'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 shall commence on August 1, 2018, for a three (3)year term, with two (2)additional one (1)year renewals options, to be exercised at the City Manager's sole option and discretion, by providing Contractor with written notice of same no less than thirty (30) days prior to the expiration of the initial term, (or of a renewal option, as the case may be). Notwithstanding the Term provided herein, Contractor 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, Contractor shall be compensated on a fixed fee basis, in a total amount not to exceed $70,200.00 annually. The City shall also pay the Contractor a Management Fee of$1,250.00per individual baseball team (as defined in Exhibit "A" hereto). Contractor's baseball Program shall consist of no more than 26 teams per season. Contractor shall submit a complete player roster of its registered players ("Roster") to the City no later than one (1) week following the start of the season. Contractor shall submit proof of team and/or individual payments, along with any amendments to the corresponding Roster, to the City no later than three (3)weeks following the start of the season. Upon receipt of the certified Roster, the City shall pay the Management Fee to the Contractor based upon the following payment schedule: • Fifty percent(50%)of the total Management Fee shall be due to the Contractor no later than two (2) weeks following the City's receipt and acceptance of the certified Rosters for the season. Page 5432 of 1808 • Twenty percent (20%) of the total Management Fee shall be due to the Contractor no later than six (6) weeks following the City's receipt and acceptance of the certified Rosters for the season. • Twenty percent (20%) of the total Management Fee for the season shall be due to the Contractor no later than ten (10) weeks following the City's receipt and acceptance of the certified Rosters for the season. • The remaining ten percent (10%) of the total Management Fee for the season shall be due to the Contractor no later than two(2)weeks following the conclusion the season. In addition to the Contractor's Management Fee, Contractor shall be paid a Clinic Fee of $100.00 per baseball clinic conducted, at a maximum of one (1) clinic per team per season, during the Term of this Agreement. SECTION 5 TERMINATION 5.1 TERMINATION FOR CAUSE If the Contractor 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 Contractor of its violation of the particular term(s) of this Agreement, and shall grant Contractor 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 Contractor. 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 Contractor shall not be relieved of liability to the City for damages sustained by the City by any breach of the Agreement by the Contractor. The City, at its sole option and discretion, shall be entitled to bring any and all legal/equitable actions that it deems to be in its best interest in order to enforce the City's right and remedies against Contractor. The City shall be entitled to recover all costs of such actions, including reasonable attorneys'fees. 5.2 TERMINATION FOR CONVENIENCE OF THE CITY THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS CONVENIENCE AND WITHOUT CAUSE,TERMINATE THE AGREEMENT AT ANY TIME DURING THE TERM BY GIVING WRITTEN NOTICE TO CONTRACTOR OF SUCH TERMINATION; WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30) DAYS FOLLOWING RECEIPT BY THE CONTRACTOR OF SUCH NOTICE. NOTWITHSTANDING THE FOREGOING, IF THE PERFORMANCE BY CONTRACTOR OF THE SERVICES UNDER THIS AGREEMENT IS CREATING A PUBLIC HEALTH, WELFARE OR SAFETY CONCERN, AS DETERMINED BY THE CITY MANAGER, IN THE CITY MANAGER'S SOLE DISCRETION, THE CITY MANAGER MAY IMMEDIATELY SUSPEND THE SERVICES UNDER THIS AGREEMENT FOR A TIME CERTAIN, OR, IN THE ALTERNATIVE, TERMINATE THIS AGREEMENT ON A GIVEN DATE,WITHOUT PROVIDING CONTRACTOR AN OPPORTUNITY TO CURE. IF THE AGREEMENT IS TERMINATED BY THE CITY PURSUANT TO THIS PARAGRAPH, CONTRACTOR SHALL BE PAID FOR ANY SERVICES SATISFACTORILY PERFORMED UP TO THE DATE OF TERMINATION; FOLLOWING WHICH THE CITY SHALL BE Page 5§3 of 1808 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 Contractor 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 Contractor agrees to indemnify and hold harmless the City of Miami Beach and its officers, employees, agents, and contractors, from and against any and all actions (whether at law or in equity), claims, 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 Contractor, its officers, employees, agents, contractors, or any other person or entity acting under Contractor's control or supervision, in connection with, related to, or as a result of the Contractor's performance of the Services pursuant to this Agreement. To that extent, the Contractor 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 Contractor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Contractor shall in no way limit the Contractor'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 Contractor for performance of the Services under this Agreement is the specific consideration from the City to , the Contractor for the Contractor's indemnity agreement. The provisions of this Section 6.1 and of this indemnification shall survive termination or expiration of this Agreement. 6.2 INSURANCE REQUIREMENTS The Contractor shall maintain and carry in full force during the Term,the following insurance: 1. Contractor General Liability, in the amount of$1,000,000; and 2.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 Contractor'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 Page 54 of 1808 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 Contractor specimen copies of the insurance policies in the event that submitted certificates of insurance are inadequate to ascertain compliance with required coverage. The Contractor is also solely responsible for obtaining and submitting all insurance certificates for any sub-contractors. Compliance with the foregoing requirements shall not relieve the Contractor of the liabilities and obligations under this Section or under any other portion of this Agreement. The Contractor 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 JURISDICTIONNENUE/JURY TRIAL WAIVER This Agreement shall be construed in accordance with the laws of the State of Florida. This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action Is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. By entering into this Agreement, Contractor 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 Consultants 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. Page 5#5 of 1808 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, Contractor 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 Services. 9.2 COMPLIANCE WITH APPLICABLE LAWS In its performance of the Services, Contractor 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 Contractor, 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 Contractor or its employees or sub-contractors, without the prior written consent of the City Manager. SECTION 10 GENERAL PROVISIONS 10.1 AUDIT AND INSPECTIONS Upon reasonable verbal or written notice to Contractor, 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. Contractor 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 [INTENTIONALLY DELETETDI 10.3 ASSIGNMENT. TRANSFER OR SUBCONSULTING Contractor 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 Page 5A of 1808 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 Contractor shall file a State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes with the City's Procurement Division. 10.5 NON-DISCRIMINATION In connection with the performance of the Services, the Contractor 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, Contractor 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 Contractor 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. Contractor 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. Contractor further covenants that in the performance of this Agreement, Contractor 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 CONTRACTOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW 1. Contractor shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. 2. 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. Page 5 '7 of 1808 3. Pursuant to Section 119.0701 of the Florida Statutes, if the Contractor meets the definition of"Contractor"as defined in Section 119.0701(1)(a), the Contractor 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 Contractor does not transfer the records to the City; (4) Upon completion of the Agreement, transfer, at no cost to the City, all public records in possession of the Contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion of the Agreement, 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 Agreement, the Contractor 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 Contractor of the request, and the Contractor must provide the records to the City or allow the records to be inspected or copied within a reasonable time. (2) Contractor'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 Contractor 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 Contractor to compel production of public records relating to the City'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 City and to the Contractor. (2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of public records and to the Contractor at the Contractor's address listed on its contract with the City or to the Contractor's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Page 5§8 of 1808 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 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. (F) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION: RAFAEL E. GRANADO, CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADOCa)_MIAMIBEACHFL.GOV PHONE: 305-673-7411 SECTION 11 NOTICES All notices and communications in writing required or permitted hereunder, shall be delivered personally to the representatives of the Contractor 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 CONTRACTOR: DANNY BERRY'S BASEBALL CAMP, INC. 1225 NE 172 STREET NORTH MIAMI BEACH, FL, 33162 ATTN: DANNY BERRY, PRESIDENT TO CITY: CITY OF MIAMI BEACH PARKS AND RECREATION DEPARTMENT 1701 MERIDIAN AVENUE, SUITE 401 MIAMI BEACH, FL 33139 ATTN: JOHN REBAR, DIRECTOR 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. Page 599 of 1808 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. The City-Manager has the authority to execute amendments to the Agreement for additional programming (based on future growth of the Program), with such amendments not-to-exceed a total of$25,000.00. 12.2 SEVERABILITY If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall not be affected and every other term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 12.3 ENTIRETY OF AGREEMENT The City and Contractor agree that this is the entire Agreement between the parties. This Agreement supersedes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein, and there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Title and paragraph headings are for convenient reference and are not intended to confer any rights or obligations upon the parties to this Agreement. 12.4 BACKGROUND SCREENING In accordance with Sections 435.04 and 1012.465, Florida Statutes, employees, volunteers, contractors, and subcontracted personnel who work in direct contact with children or who come into direct contact with children must satisfactorily complete a Level 2 background screening investigation with the City of Miami Beach Human Resources Department, prior to commencing work pursuant to this Agreement. Prior to performing any services under this Agreement, Contractor and Contractor's employees, contractors, and any other individuals performing work under this Agreement on behalf of Contractor must either (a) undergo and pass a Level 2 background check through the City's Human Resources Department, or(b)provide the City with an affidavit indicating that Contractor has undergone and passed, through Contractor's employment with Miami-Dade County Public Schools, a Level 2 background check pursuant to Chapters 435 or 1012, Florida Statutes,within the last 365 days. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] Page 6'9 of 1808 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, LORIDA ATTEST: By: 7-..aBy: Rafael E. Granado - ==7" Ji my L. rales City Clerk ,/�`��.; .1 13�,;,.. :: Ci Manager Date: A C( " .. : .. , -,. : _,.. ." , , spi : ' •• .• : ' ' :'::.•-:,9:&\1).„4:.;:,: — • : . FOR CONTRACTOR: 1• ' 1 DANNY BERRY'S BASEBALL CAMP, INC. ATTEST: By: By: y Berry , /vr� President 04- L M lF( ?G�f�,0460c Print Name itle Date: 3/ /Y APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION -13 �, t City Attorney Date Page 6b11 of 1808 EXHIBIT"A" DESCRIPTION OF SERVICES The Contractor shall establish and administer two (2) youth baseball program seasons each year for Miami Beach residents and visitors between the ages of three (3)and fourteen (14) (the "Program' at the following locations: 1.) North Shore Park Youth Center(501 72nd Street, Miami Beach, FL 33141) 2.) Normandy Isle Park(7030 Trouville Esplanade, Miami Beach, FL 33141) 3.) Fairway Park(200 Fairway Dr, Miami Beach, FL 33141) 4.) Polo Park(4301 N Michigan Avenue, Miami Beach, FL 33140) 5.) Flamingo Park(1200 Meridian Avenue, Miami Beach, FL 33139) Contractor's Services are described in greater detail below: 1. General Terms • Contractor shall be responsible for,the management of Contractor's Program, including registration of participants; establishing and designating teams; scheduling of practices and games; providing umpire services and coaching; conducting clinics; coordination of all umpires, coaches and volunteers; procuring and issuing uniforms and equipment; and any other duties required to successfully operate the Program. • Contractor shall be responsible for having a league representative present at all games and practices. • Consistent with Section 12.4 of this Agreement, Contractor's umpires, coaches, volunteers, and any other subcontractors or individuals performing work under this Agreement shall not participate in Contractor's Program or perform any work under this Agreement until Contractor submits written documentation to the City's Parks and Recreation Department Director or his/her designee (the °Director") evidencing that such individuals have passed a background screening investigation that is satisfactory to City. Contractor's umpires, coaches, and volunteers will be required to wear a City-issued Identification card while performing or participating in Contractor's Program activities. • Contractor and/or Contractor's league representative shall ensure that Program participants are wearing proper identification while participating in Contractor's program. • Contractor shall be responsible for procuring all uniforms and equipment for Contractor's Program. • Contractor shall maintain any and all equipment in good working order. 2. Program Schedule • Contractor shall be responsible for scheduling games and practices ('Activities") at times and locations that are pre-approved in writing by the Director. • Contractor shall submit a written proposed schedule ("Schedule") of the times and dates of all Activities to the Director at least (2) weeks prior to the beginning of the season during the Term of this Agreement. The final Schedule shall be subject to the Director's prior written approval. • Any proposed Schedule changes shall first be submitted in writing to the Director and, following the Director's approval, such changes shall be communicated to Program participants by the Contractor at least two (2)days before a scheduled game or practice; provided further that shorter notice may be given if circumstances outside the control of the parties do not permit the provision of at least two (2)days' notice. Page 6 of 1808 • Contractor shall hold the City harmless in the event of any facility or field closures due to inclement weather and/or any other conditions that would render a facility unusable for Contractor's Program. Contractor agrees to adhere to the City's directives pertaining to field closures. • Contractor shall cease all operation and use of the Designated Premises (as defined below) no later than one (1) week after the end date of the season, unless prior arrangements have been made with the Director and evidenced in writing. • Contractor's Program Activities shall be conducted at times and locations as determined by the Director. • Season start and end dates may be amended at any time by the City, or as approved in writing by the City and Contractor. • Contractor's spring season shall begin and end as follows: _Season . �.... _... �Eitds: . Fall August December Spring January May • 3. Fees and Scholarships • The fees to participate in Contractor's Program ("Participant Fees") are as follows: o Miami Beach Residents: $125.00 per season o Non-Residents: $250.00 per season o Contractor shall offer discounted Participant Fees to Miami Beach residents. At least 75% of participants in Contractor's Program shall be Miami Beach residents. The City shall coordinate and/or provide facility access as necessary. Any change to the approved fees shall require prior written approval of the City Manager. • Any change to the Participant Fees must be pre-approved in writing by the Director. • Participant Fees shall be consistent with comparable South Florida cities offering the same or similar baseball program. • Contractor shall be responsible for the collection of all Participant Fees. All Participant Fees collected by the Contractor shall be utilized to fund the operations of the Program. The total Participant Fees collected by Contractor shall not exceed the amount required to cover Contractor's direct Program operating costs such as equipment, uniforms, and other supplies. Contractor's Participant Fees shall not be used to cover Contractor's administrative costs. • Contractor shall offer a 50% reduced registration rate("Scholarships")for children where it can be demonstrated with supporting documentation that there is a financial need. In order to qualify for a Scholarship, the child participant must reside within the city limits of the City of Miami Beach. Supporting documentation shall include proof of one (1) of the following and shall be submitted to the Contractor at the time of registration in order to be considered: o Medicaid or Food Stamps Qualification; o Supplemental Security Income (SSI) or Social Security Disability Insurance (SSDI) Recipient; o Unemployment Recipient; o Section 8 Housing Choice or Housing Assistance Voucher Recipient. Page eitit of 1808 • Contractor shall submit all Scholarship applications, along with supporting documentation, to the Director for review and approval prior to the beginning of each season. • Contractor shall maintain a current list of all participants who have been approved for a Scholarship by the City. The list shall indicate the participant's name, team, applicable season, and approved reduced rate (i.e. 50%). This list shall be mailed electronically to the Director as an Excel document no later than one week following the start of the season. 4. Marketing • Contractor shall consult and collaborate with the Director in order to establish a marketing program aimed at promoting the Program. • All marketing materials and methods shall be pre-approved by the Director prior to being utilized. • Contractor shall provide the Director with electronic copies of any and all marketing materials utilized to promote the Program. All electronic files shall be provided in a format that is compatible with the City's software program(s). • Contractor authorizes the City to utilize any and all Program-related marketing materials as the City deems appropriate for the purpose of promoting the Program. 5. Sponsorships • Contractor shall use its best efforts to solicit and obtain sponsorships on behalf of the City for the sole purposes of raising funds to cover management costs or additional necessary/approved operational costs of the Program. • All funds raised from sponsorships shall be made payable directly to the City of Miami Beach. The City will then take the donation to the City Commission for their approval to accept the sponsorship. • All proceeds received from sponsorship fundraising shall be documented via a written report and maintained by the City. • Contractor understands and agrees that permanent advertising from any Program Sponsor shall not be permitted on any City of Miami Beach properly. 6. City's Responsibilities • The Director shall identify and determine the number of fields and field locations (the "Designated Premises')available to the Contractor to utilize for Contractor's Program. • Once the City has identified the Designated Premises, the City shall be responsible for providing general field maintenance, facility access, lighting, and field markingiining prior to the first game. • The City will, to the extent the applicable budget allows, provide the following: bases, pitching rubbers, base anchors, and dragging and marking of baseball lining of diamonds and outfield foul lines. • The City agrees to utilize all applicable City methods to promote a marketing program for Contractor's Program, including security sponsorships. • The use of the Designated Premises by Contractor for the Services will be limited to such times designated by the City and shall not conflict with use by City. • It is expressly understood by Contractor that from time to time, due to the necessity of the use of the Designated Premises, as determined by the Director, for the benefit of the citizens of City, the Designated Premises may not be available for use by Contractor. However, in such event, the Director will make a reasonable effort to provide Contractor with advance written notice of such need for the use of the Designated Premises. Page 6114 of 1808 • The City shall cover the cost .of any background checks for umpires, coaches and volunteers when the City requirements exceed those of the Little League standards. Page 61A of 1808 RESOLUTION NO. 2018-30240 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE NEIGHBORHOOD/COMMUNITY AFFAIRS COMMITTEE'AT ITS FEBRUARY 21, 2018 MEETING AND THE FINANCE AND CITYWIDE PROJECTS COMMITTEE AT ITS FEBRUARY 23, 2018 MEETING AND WAIVING, BY 6/7TM VOTE, THE COMPETITIVE BIDDING REQUIREMENT, FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF THE CITY, AND APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE'AN AGREEMENT BETWEEN THE CITY AND DANNY BERRY'S BASEBALL CAMP, INC., FOR YOUTH BASEBALL PROGRAMMING, FOR A PERIOD OF THREE(3)YEARS, WITH TWO (2) ADDITIONAL ONE-YEAR RENEWAL OPTIONS, IN AN AMOUNT NOT TO EXCEED $70,200.00 ANNUALLY, SUBJECT TO FINAL NEGOTIATION OF THE AGREEMENT BY THE ADMINISTRATION, AND • LEGAL REVIEW AND FORM APPROVAL OF THE FINAL NEGOTIATED AGREEMENT BY THE CITY ATTORNEY; DELEGATING TO THE CITY MANAGER THE AUTHORITY TO EXECUTE AMENDMENTS TO THE AGREEMENT FOR ADDITIONAL PROGRAMMING .(BASED ON FUTURE GROWTH OF THE PROGRAM), WITH SUCH AMENDMENTS NOT-TO- EXCEED A TOTAL OF $25,000; AND FURTHER, ACCEPTING THE RECOMMENDATION OF THE NEIGHBORHOOD/COMMUNITY AFFAIRS COMMITTEE AT ITS FEBRUARY 21, 2018 MEETING FOR THE ADMINISTRATION TO ENGAGE DOVER, KOHL AND PARTNERS TO INCLUDE A STUDY ANALYZING THE POSSIBLE.INCLUSION OF A LITTLE LEAGUE BASEBALL FIELD ON THE WEST LOTS. WHEREAS, Danny Berry has established and administered a Youth Baseball Program for Miami Beach residents and visitors ages 3-13 at North Shore Park since 2015 and has been one of the fastest growing programs offered through the Parks and Recreation Department;and WHEREAS, during the,2015 winter inaugural season, Danny Berry Baseball consisted of 145 participants, 14 teams and 42 volunteer coaches. Every season the number of teams, coaches and volunteer participation has continued to grow. At the culmination of the fall 2017 baseball season the program has grown to 215 participants, 20 teams, and 70 volunteer coaches,with the winter 2018 season anticipating 23 teams; and WHEREAS, during the fall 2017 season, Fairway and Normandy Isle Park hosted the program and potential games are set to occur at Flamingo and Polo Park during winter 2018 to • assist with the growing demand for field space;and WHEREAS, in the winter 2018 season growth Is expected at the 11-13 year old Major's Division with the hopes of building this Division and essentially creating a Middle School League to be a feeder program for the Miami Beach Senior High Baseball Program; and WHEREAS, currently the Danny Berry Baseball Program and the City of Miami Beach have entered into a Professional Services Agreement which began on January 1 a 2018 and ends on May 31,2018(Exhibit A)which Includes: Page 606 of 1808 • In consideration for the services provided, Danny Berry is compensated on a fixed fee basis, in a total amount not to exceed$35,100.00; • The City pays Danny Berry a management fee of$1,250.00 per individual baseball team, not to exceed 26 teams; • In addition to the Management fee, Danny Berry Is paid a Clinic Fee of$100.00 per baseball clinic conducted, at a maximum of one(1)clinic per team during the term of the Agreement; and WHEREAS, the Department has already paid Danny Berry Baseball approximately $25,000.00 at the start of the current Fiscal Year for fall programming; which will exceed the City Manager's $50,000 approval authority in a fiscal year for Professional Services Agreements; and WHEREAS, the Administration desires to establish a three (3) year agreement, with two (2) additional one-year renewal options, with the Danny Berry Baseball program, beginning on August 1't 2018(Exhibit B)and this will require a waiver of bid by the City Commission; and WHEREAS,the compensation will continue to be on the fixed fee basis of$1,250.00 per individual baseball team, not to exceed a total of$70,200.00 annually; and delegating to the City Manager the authority to enter into amendments for additional City funding based on the future growth of the program, in an amount not to exceed$25,000; and WHEREAS, this initial total will fund up to 26 teams per season and in addition, the Contractor shall be paid a Clinic Fee of$100.00 per baseball clinic conducted, at a maximum of one(1)clinic per team during the term of the Agreement; and WHEREAS, at the February 21, 2018 Neighborhood/Community Affairs Committee ("NCAC") meeting, the NCAC supported the Administration's recommendation to waive bids for Danny Berry's Baseball Camp's Youth Baseball Program, and further, the NCAC directed the Administration to engage Dover, Kohl and Partners to include a study analyzing the possibility of including a Little League Baseball field on the West Lots;and WHEREAS, at the February 23, 2018 Finance and Citywide Projects Committee ("Finance Committee") meeting, the Finance Committee supported the Administration's recommendation to waive bids for Danny Berry's Baseball Camp's Youth Baseball Program; and WHEREAS, the City Manager recommends the waiver of bids for Danny Berry's Baseball Camp's Youth Baseball Program as being in the City's best interests, due to the success, popularity with the community and undeniable growth of the program; and WHEREAS, based upon the foregoing and as permitted under Section 2-367(e) of the City Code, the City Manager recommends that the Mayor and City Commission waive, by a 5/7" vote, the formal competitive bidding requirement, and find that such waiver is in the best interest of the City. Page 607 of 1808 NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that Mayor and City Commission hereby accept the recommendation of the Neighborhood/Community Affairs Committee at its February 21, 2018 meeting and the Finance and Citywide Projects Committee at its February 23, 2018 meeting and waive, by 5/7t vote, the competitive bidding requirement, finding such waiver to be in the best Interest of the City, and approve and authorize the City Manager to execute an agreement between the City and Danny Berry's Baseball Camp, Inc., for youth baseball programming, for a period of three (3) years, with two (2) additional one-year renewal options, in an amount not to exceed $70,200.00 annually, subject to final negotiation of the agreement by the Administration, and legal review and form approval of the final negotiated agreement by the City Attorney; delegate to the City Manager the authority to execute amendments to the agreement for additional programming (based on future growth of the program), with such amendments not-to-exceed a total of $25,000; and further, accept the February 21, 2018 recommendation of the Neighborhood/Community Affairs Committee for the Administration to engage Dover, Kohl and Partners to include a study analyzing the possible inclusion of a Little League Baseball field on the West Lots. PASSED AND ADOPTED this 7th day of Ma 018. Dan Gelber, Mayor ATTEST: •Af 3 Rafae E. Granado, - .`�' ., APPROVED AS TO '•y �� FORM&LANGUAGE A &FOR SMOUTION INCORP RATED' " 2 _ n, r City Attorney Data II_,fT 6 • • • Page 608 of 1808 AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND DANNY BERRY'S BASEBALL CAMP, INC. TO ADMINISTER A YOUTH BASEBALL PROGRAM FOR THE CITY This Amendment No. 1 ("Amendment") to the Agreement, dated July 25, 2018, by and between the City of Miami Beach, Florida, a municipal corporation organized and existing under the laws of the State of Florida, having its principal place of business at 1700 Convention Center Drive, Miami Beach, Florida 33139 (the "City"), and Danny Berry's Baseball Camp, Inc., a Florida for profit corporation, having its principal place of business at 1225 NE 172 Street, North Miami Beach, Florida 33162 ("Contractor"), is entered into this Mil day of At.91.t84' , 2018. RECITALS WHEREAS, on March 7, 2018, the Mayor and City Commission adopted Resolution Number 2018-30240, accepting the recommendation of the Neighborhood/Community Affairs Committee and the Finance and Citywide Projects Committee, and waiving, by 5/7th vote, the competitive bidding requirement, finding such waiver to be in the best interest of the City; and approving and authorizing the City Manager to execute an Agreement between the City and Danny Berry's Baseball Camp, Inc. for youth baseball programming; and WHEREAS, on March 26, 2018, the City and Contractor executed an agreement between the City and Danny Berry's Baseball Camp, Inc. to administer a youth baseball program for the City at North Shore Park(the"Agreement"); and WHEREAS, on July 25, 2018, the Mayor and City Commission adopted Resolution No. 2018-30435, approving Amendment No. 1 to the Agreement, said Amendment, in material part, increasing the scope of the Agreement to provide for the operation, management and maintenance of the coin-operated automated batting cages once constructed at the City's North Shore Park, and the management and operation of the City's concession trailer currently used at the City's North Shore Park for the City's baseball program. NOW THEREFORE, in consideration of the mutual promises and conditions contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged,the City and Contractor hereby agree to amend the Agreement as follows: 1. ABOVE RECITALS. The above recitals are true and correct and are incorporated as part of this Amendment. 2. MODIFICATIONS. The Agreement is hereby amended (deleted items struck—through and inserted items underlined) as follows: (a) Exhibit"A" (Description of Services) is hereby amended to add the following new Section 7; Page t of 5 Page 609 of 1808 7. Additional Services for North Shore Park 7.1.1 Operation of Coin-Operated Automated Batting Cages. The Contractor shall also operate, manage and maintain all fixtures and machinery associated with coin-operated automated battina cages once constructed at North Shore Park, to include: • providing staff to operate the coin-operated automated batting cages during the hours of operation: • purchasing all supplies related to the coin-operated automated batting cases such as: tokens. balls, bats and helmets and to maintain these in safe condition; • providing maintenance to the coin-operated automated batting cages to include: service. parts and labor within a reasonable timeframe, as determined by the City Manager or his designee: and • providing detailed maintenance reports to the City on the 1st of each month with corresponding work orders, invoices and receipts attached; 7.1.2 Operation of Concession Trailer. The Contractor shall also manage and operate the City's concession trailer currently used for the baseball program at North Shore Park.to include: • providing staff to operate the concession trailer during the hours of operation: • purchasing all supplies related to the concession trailer such as: food, beverage, cutler, napkins, foil. etc.; • continuing with the City's established menu (including healthy food options) and pricing for food and beverages currently in place at the City's concession trailer, with any changes in the menu options and increases in prices, being subject to the City Manager's review and approval: and • complying with the City's exclusive vending contracts with Coca-Cola Refreshments. USA and Bettoli Trading Corp. (b) Section 4 of the Agreement is hereby deleted in its entirety and replaced with the following: 4.1 In consideration of the Services to be provided pursuant to Sections 1-6 of Exhibit °A°. Contractor shall be compensated on a fixed fee basis. in a total amount not to exceed S70,200.00 annually, consisting of a Management Fee and Clinic Fee, as more particularly described herein: 4.1.1 Management Fee. The City shall pay the Contractor a Management Fee of$1,250.00 per individual baseball team (as defined in Exhibit "A° hereto). Contractor's baseball program shall consist of no more than 26 teams per season. Contractor shall submit a complete player roster of its registered players(°Roster")to the City no later than one(1)week following the start of the season. Contractor shall submit proof of team and/or individual payments, along with any amendments to the corresponding Roster, to the City no later than three (3)weeks following the start of the season. Upon receipt of the certified Roster, the City shall pay the Management Fee to the Contractor based upon the following payment schedule: • Fifty percent (50%) of the total Manaaement Fee shall be due to the Contractor no later than two (2) weeks following the City's receipt and acceptance of the certified Rosters for the season. Page 2 of 5 Page 610 of 1808 • Twenty percent"(20%) of the total Management Fee shall be due to the Contractor no later than six (6) weeks following the City's receipt and acceptance of the certified Rosters for the season. • Twenty percent (20%) of the total Management Fee for the season shall be due to the Contractor no later than ten (10) weeks following the Citv's receipt and acceptance of the certified Rosters for the season. • The remaining ten percent (10%) of the total Management Fee for the season shall be due to the Contractor no later than two(2)weeks following the conclusion the season. it_la Clinic Fee. In addition to the Contractor's Management Fee. Contractor shall be paid a Clinic Fee of$100.00 per baseball clinic conducted. at a maximum of one(1) clinic per team per season during the Term of this Agreement. 4,2 Battina Canes' Management Fee. In consideration of the Services to be provided as described in subsection 7.1.1 of Exhibit"A". for the operation, management and maintenance of the coin-operated automated batting caaes at North Shore Park. the Contractor shall pay the City a fee (the°City's Fee"), in the amount of 15% of all gross revenues collected by Contractor from the operation of the coin-operated automated batting cages at North Shore Park. The Contractor shall retain 85% f all gross revenues collected by Contractor from the operation of the coin-operated automated batting cages (the °Bettina Cages' Management Fee"). By the 10th day of each month. Contractor shall remit the City's Fee for the immediately preceding month, along with monthly financial reports delineating all gross revenues collected by Contractor from the operation of the batting cages for the preceding month. subiect to audit by the City, which will include participant residency information and proof of individual payments received by Contractor. 4_3 In consideration of the Services to be provided as described in subsection 7.1.2 of Exhibit °A°.for the management and operation of the City's concession trailer. Contractor shall retain all revenues collected from the operation of the City's concession trailer. Upon the City Manager or his designee's request. Contractor shall provide the City with monthly financial reports delineating all gross revenues received by Contractor from the operation of the City's concession trailer. 4_4 Independent Contractor/No Joint Venture. THIS AGREEMENT SHALL NOT CONSTITUTE OR MAKE THE PARTIES A PARTNERSHIP OR JOINT VENTURE. FOR THE PURPOSES OF THIS AGREEMENT, THE CONTRACTOR SHALL BE DEEMED TO BE AN INDEPENDENT CONTRACTOR. AND NOT AN AGENT OR EMPLOYEE OF THE CITY. AND SHALL NOT ATTAIN ANY RIGHTS OR BENEFITS UNDER THE CIVIL SERVICE OR PENSION ORDINANCE OF THE CITY. OR ANY RIGHT GENERALLY AFFORDED CLASSIFIED OR UNCLASSIFIED EMPLOYEES INCLUDING ANNUAL AND SICK DAY ACCRUAL FURTHER, THE CONTRACTOR SHALL NOT BE DEEMED ENTITLED TO FLORIDA WORKER'S COMPENSATION BENEFITS AS AN EMPLOYEE OF THE CITY OR ACCUMULATION OF SICK OR ANNUAL LEAVE. The Contractor shall be the sole party responsible for any and all employment taxes, unemployment compensation taxes or insurance, social security taxes, or other taxes. insurance payments. or otherwise whether levied by any country or any political subdivision thereof. The Contractor shall not. in any way. be considered to be. or be deemed to be. an employee of the City through the Services performed in this Agreement (e.a.. including. but not limited to. for purposes of the Federal Insurance Contribution Act. the Social Security Act. the Page 3 of 5 Page 611 of 1808 Federal Unemployment Tax Act. the provisions of the Internal Revenue Code, any state revenue and taxation code relating to income tax withholding at the source of income, the Workers' Compensation Insurance Code and other benefit payments and third party liability claims). and the Contractor shall indemnify and hold the City harmless from all costs. loss, damages or expenses (including but not limited to taxes. accounting fees, court costs, and attorney fees at all levels of litigation) in the event of any determination to the contrary by any court of competent jurisdiction or g_ovemmental authority. The Contractor recognizes and understands that it will receive an Internal Revenue Service Form 1099 statement and related tax statements in connection with the fees the City pays Contractor directly, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and state law as to all such fees received from the City and all revenues generated pursuant to this Agreement. The Contractor hereby promises and agrees to indemnify the City for any damages or expenses. including attomey's fees, and leaal expenses. incurred by the City as a result of the Contractor's failure to make such required payments. 3. RATIFICATION. Except as amended herein, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect. In the event there is a conflict between the provisions of this Amendment and the Agreement, the provisions of this Amendment shall govern. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. Page 4 of 5 Page 612 of 1808 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their appropriate officials, as of the date first entered above. FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: By: Raf el E. G nado, City Clerk Dan Gelber, Mayor Date BE,9 FOR CONTRACTOR: ;I� P QRATED nny Berry's Baseball Camp, Inc. ATTEST: 9 . � ••• By: President ___ a /1111:ifidAtoril Danny Berry Print Name and Titl Print Name Date 1: 13";* .0 . TO URGE 70 E CUTION Page 5 of 5 40/4 ity Attorney i�r Page 613 of 1808 j•� AMENDMENT NO. 2 TO THE AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND DANNY BERRY'S BASEBALL CAMP, INC. TO ADMINISTER A YOUTH BASEBALL PROGRAM FOR THE CITY This Amendment No. 2 ("Amendment") to the Agreement, dated March 26, 2018, by and between the City of Miami Beach, Florida, a municipal corporation organized and existing under the laws of the State of Florida, having its principal place of business at 1700 Convention Center Drive, Miami Beach, Florida 33139 (the"City"), and Danny Berry's Baseball Camp, Inc., a Florida for profit corporation, having its principal place of business at 1225 NE 172 Street, North Miami Beach, Florida 33162 ("Contractor"), is entered into this aday of Xp r€, eA2o19. • RECITALS WHEREAS, on March 7, 2018, the Mayor and City Commission adopted Resolution Number 2018-30240, accepting the recommendation of the Neighborhood/Community Affairs Committee and the Finance and Citywide Projects Committee, and waiving, by 5/7th vote, the competitive bidding requirement, finding such waiver to be in the best interest of the City; and approving and authorizing the City Manager to execute an Agreement between the City and Danny Berry's Baseball Camp, Inc. for youth baseball programming; and WHEREAS, on March 26, 2018, the City and Contractor executed an agreement between the City and Danny Berry's Baseball Camp, Inc. to administer a youth baseball program for the City (the "Agreement"); and WHEREAS, on July 25, 2018, the Mayor and City Commission adopted Resolution No. 2018-30435, approving Amendment No. 1 to the Agreement, increasing the scope of the Agreement to provide for the operation, management and maintenance of the coin-operated automated batting cages once constructed at the City's North Shore Park, and the management and operation of the City's concession trailer currently used at the City's North Shore Park for the City's baseball program; and WHEREAS, pursuant to Section 12.1 of the Agreement, the City Manager has the authority to execute amendments to the Agreement for additional programming (based upon future growth of the Program), if such amendments do not exceed a total of$25,000.00; and WHEREAS,the City and Contractor wish to amend the Agreement to incorporate a Travel Baseball Academy option to the City's baseball program for a total additional amount not to exceed $25,000.00 during the Term of the Agreement, including any renewal options. NOW THEREFORE, in consideration of the mutual promises and conditions contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the City and Contractor hereby agree to amend,the Agreement as follows: 1. ABOVE RECITALS. The above recitals are true and correct and are incorporated as part of this Amendment. Page 1 of 5 Page 614 of 1808 2. MODIFICATIONS. The Agreement is hereby amended (deleted items str-usk-through and inserted items underlined) as follows: (a) Exhibit "A" (Description of Services) is hereby amended to add the following new Section 7.1.3; 7.1.3. Additional Baseball Programming—Travel Baseball Academy The Contractor shall also offer, manage and oversee a competitive Travel Baseball Program through a baseball academy. • Contractor shall be responsible to provide knowledgeable committed staff to teach the fundamentals of baseball as well as the development of players to participate at a high competitive level. • Consistent with Exhibit"A"section 1 of General Terms: Contractor will operate in the same format of procuring and issuing uniforms and equipment, scheduling of practices, establish and designate teams and any other duties required to assure success in the Baseball Academy. •• Consistent with Section 12.4 of the Agreement, Contractor's coaching staff shall not participate in Contractor's Program or perform and work under this Agreement until individuals have passed a background screening that is satisfactory to the City. Contractor's coaches will be required to wear a City-issued Identification card while performing or participating in Contractor's Program activities. • Contractors programs will consist of two (2) teams in the Fall (age 11 U/12U and 13U). Number of teams for programming in the Spring will be contingent on field availability. • At least 75% of participants in Contractor's Program shall be Miami Beach residents. The City shall coordinate and/or provide facility access as necessary. (b) Section 4 of the Agreement is hereby deleted in its entirety and replaced with the following: 4.1 In consideration with the Services to be provided pursuant to Sections 1-7 of Exhibit "A", Contractor shall be compensated on a fixed fee basis, in a total amount not to exceed$70,200.00 annually, consisting of a Management Fee, Clinic Fee and a Travel Baseball Team Fee, as more particularly described herein: 4.1.1 Management Fee. The City shall pay the Contractor a Management fee of$1,250.00 per individual baseball team (as defined in Exhibit "A" hereto). Contractor's baseball program shall consist of no more than 26 teams per season. Contractor shall submit a complete player roster of its registered players ("Roster")to the City no later than one (1)week following the start of the season. Contractor shall submit proof of team and/or individual payments, along with any amendments to the corresponding Roster,to the City no later than three(3)weeks following the start of the season. Upon receipt of the certified Roster, the City shall pay the Management Fee to the Contractor based upon the following payment schedule: • Fifty percent (50%) of the total Management Fee shall be die to the Contractor no later than two(2)weeks following the City's receipt and acceptance of the certified Rosters for the season. Page 2 of 5 Page 615 of 1808 • Twenty percent (20%) of the total Management Fee shall be due to the Contractor no later than six(6)weeks following the City's receipt and acceptance of the certified Rosters for the season. • Twenty percent (20%) of the total Management Fee for the season shall be due to the Contractor no later than ten (10)weeks following the City's receipt and acceptance of the certified Rosters for the season. • The remaining ten percent (10%) of the total Management Fee for the season shall be due to the Contractor no later than two (2)weeks following the conclusion the season. 4.1.2 Clinic Fee. In addition to the Contractor's Management Fee, Contractor shall be paid a Clinic Fee of$100.00 per baseball clinic conducted, at a maximum of one (1) clinic per team per season during the Term of the Agreement. 4.2 Batting Cages' Management Fee. In consideration of the Services to be provided as described in subsection 7.1.1 of Exhibit "A", for the operation, management and maintenance of the coin-operated automated batting cages at North Shore Park,the Contractor shall pay the City a fee (the "City's Fee"), in the amount of 15% of all gross revenues collected by Contractor from the operation of the coin-operated automated batting cages at North Shore Park. The Contractor shall retain 85% of all gross revenues collected by Contractor from the operation of the coin- operated automated batting cages (the "Batting Cages' Management Fee"). By the 10th day of each month, Contractor shall remit the City's Fee for the immediately preceding month, along with monthly financial reports delineating all gross revenues collected by Contractor from the operation of the batting cages for the preceding month, subject to audit by the City, which will include participant residency information and proof of individual payments received by Contractor. 4.3 In consideration of the Services to be provided as described in subsection 7.1.2 of Exhibit"A", for the management and operation of the City's concession trailer, Contractor shall retain all revenues collected from the operation of the City's concession trailer. Upon the City Manager or his designee's request, Contractor shall provide the City with monthly financial reports delineating all gross revenues received by Contractor from the operation of the City's concession trailer. 4.4 Travel Baseball Academy Fees. In consideration of the Services to be provided pursuant to Section 7.1.3 of Exhibit"A"hereto,for the implementation and management of the Travel Baseball Academy Program, Contractor agrees to the following compensation and fee provisions: • The fees to participate in Contractor's Program ("Participant Fees") are as follow: Participant Fee: $1,200.00 per season The Participant Fees include the following: Two (2) practices during the week and one(1) game, uniform, league registration, umpire fees and professional coaching • Participants will directly pay Contractor for participation in the program. • From the total of Participant Fees collected by the Contractor, the Contractor shall retain $1,250.00 per team, per season as Contractor's fee for the management of the Travel Baseball Academy Program, which fee will not exceed a total of $25,000.00 during the Term, including renewal terms.The Contractor will use the remainder of the fees collected to pay for uniforms, league registration, umpire fees and professional coaching fees. • Tournaments. Participants will be responsible for all additional fees incurred from tournaments which includes, but is not limited to, registration fees, additional coaching fees. etc. These fees will be paid by the participants directly to the Contractor. Page 3 of 5 Page 616 of 1808 4.5 Independent Contractor/No Joint Venture. THIS AGREEMENT SHALL NOT CONSTITUTE OR MAKE THE PARTIES A PARTNERSHIP OR JOINT VENTURE. FOR THE PURPOSES OF THIS AGREEMENT, THE CONTRACTOR SHALL BE DEEMED TO BE AN INDEPENDENT CONTRACTOR, AND NOT AN AGENT OR EMPLOYEE OF THE CITY, AND SHALL NOT ATTAIN ANY RIGHTS OR BENEFITS UNDER THE CIVIL SERVICE OR PENSION ORDINANCE OF THE CITY, OR ANY RIGHT GENERALLY AFFORDED CLASSIFIED OR UNCLASSIFIED EMPLOYEES INCLUDING ANNUAL AND SICK DAY ACCRUAL. FURTHER~ THE CONTRACTOR SHALL NOT BE DEEMED ENTITLED TO FLORIDA WORKER'S COMPENSATION BENEFITS AS AN EMPLOYEE OF THE CITY OR ACCUMULATION OF SICK OR ANNUAL LEAVE. The Contractor shall be the sole Party responsible for any and all employment taxes, unemployment compensation taxes or insurance, social security taxes, or other taxes, insurance • payments, or otherwise whether levied by any country or any political subdivision thereof. The Contractor shall not, in any way. be considered to be, or be deemed to be. an employee of the City through the Services performed in this Agreement (e.g., including. but not limited to, for purposes of the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, any state revenue and taxation code relating to income tax withholding at the source of income, the Workers' Compensation Insurance Code and other benefit payments and third party liability claims), and the Contractor shall indemnify and hold the City harmless from all costs, loss, damages or expenses (including but not limited to taxes, accounting fees, court costs, and attorney fees at all levels of litigation . ) in the event of any determination to the contrary by any court of competent jurisdiction or governmental authority. The Contractor recognizes and understands that it will receive an Internal Revenue Service Form 1099 statement and related tax statements in connection with the fees the City pays Contractor directly, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and state law as to all such fees received from the City and all revenues generated pursuant to this Agreement.The Contractor hereby promises and agrees to indemnify the City for any damages or expenses, including attorney's fees, and legal expenses, incurred by the City as a result of the Contractor's failure to make such required payments. 3. RATIFICATION. Except as amended herein, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect. In the event there is a conflict between the provisions of this Amendment and the Agreement, the provisions of this Amendment shall govern. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. Page 4 of 5 Page 617 of 1808 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their appropriate officials, as of the date first entered above. FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: By: Rafael . Grana o, City Clerk Dan.Gelber, Mayor OCT Date Date 1019 FOR CONTRACTOR: n nn Day BerI s Baseball Camp, Inc. • j',. •....... \- ATTEST kbb- By: • President grgccric..g4ditte Danny Berry Print Narrle and Title Print Name el/iV/7 Date APPROVED AS TO FORM & LANGUAGE &FOR EXECUTION C-J1.04- k-11.-(1 ity Attor y 1 � Dote • Page 5 of 5 Page 618 of 1808 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND DANNY BERRY'S BASEBALL CAMP, INC. TO ADMINISTER A YOUTH BASEBALL PROGRAM FOR THE CITY This Professional Services Agreement ("Agreement") is entered into this day of ,20 ("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"), DANNY BERRY'S BASEBALL CAMP, INC., a Florida corporation, whose address is 1225 NE 172,Street, North Miami Beach, FL 33162 ("Contractor"). SECTION.1- DEFINITIS Agreement: This Agreement between the City and Contractor includes any exhibits and amendments. City Manager: The chief administrative officer of the City. City Manager's Designee: The City staff member;whom the'city Manager designates to administer this Agreement on behalff of the City.' e City Manager's designee shall be the-ParIEs.and RecreatiornDepartment`Director("Director'). Contractor: For the purposes of this Agreement, Contractor shall be deemed to be an initependentContractor and not an agent or employee of the City. Services: All servk ,work, and actions by the Contractor performed or undertaken pursuant to the Agreement. Fee: Amount paid tithe Contractor as compensation for Services. Risk Manages: .. The ROA Manager of the City, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139; telephone number (305) .:.::_673-7060, Ext. 6435; and fax number(305) 673-7023. SECTION 2 SCOPE OF SERVICES 2.1 In consideration of the Fee to be paid to Contractor by the City, Contractor shall provide the work and services described in Exhibit "A" hereto (the Services). in connection with the administration of a youth baseball program for the City(the"Program"or"Baseball Program"). Although Contractor 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 1 Page 619 of 1808 by the Contractor; where the Services are performed (although the City will provide Contractor 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 Contractor 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, Contractor should contact the following person: Alan Alberta Athletic Manager 1701 Meridian Avenue, Suite 401 Miami Beach, FL 33139 • Alanalberta@miamibeachf.gov SECTION 3 TERM. . • 1.1 The Agreement shall be for an initial term of three .($) years (the "Initial Term"). The Agreement shall be deemed by the parties hereto to.have commenced on the Effective Date (the "Commencement Date"). The first contract year shall commence on the Commencement Date and expire at the end of one-yeak with each subsequent contract year following consecutively during the Term, each a "Coirtract Year". 1.2 OPTION TO RENEW WITH PRICE ACJUSTMENT:.The Agreement may be extended for two (2) additional one(1) year terms (each, a 'Renewal Term"), on a year-to-year basis, at the sole discrete n'o .the City Manager. Prior to expiration of the Initial Term and the first approveds -renewal ' m, the City, at.the sole discretion of the City Manager, may consider an:adj_ ment to price based on Consumer Price Index (CPI) increase for each approved Renews Term. A change shall not be more than the percentage increase or decrease in the CPI Index, es described below. Its the Contrr's responsibility to request any pricing adjustment under this provision. l' br any adjustrrient,to cornice on the first day of any approved Renewal Term, the Ccatractor's request:for adjustment must be submitted at least sixty(60)days prior to the ezpire#ion of the thert-ewrrent contract term. The CPtlacrease shag;be determined by using the applicable Bureau of Labor Statistics (www.bls.ga ,;CPI-I= index and computing the percentage of increase from the Commenceriit e, as the base month and year, as compared to the month and year that is sixty(64tays prior to the first day of each Renewal Term. During the Renewal Term(s), the City may also, at the sole option and discretion of the City Manager, consider price increases based on increases mandated by the City's Living Wage Ordinance (as codified in Sections 2-407 through 2-410 of the City Code, and as may be amended from time to time); provided, however, that in considering cost escalations due to Living Wage increases, the City shall only consider the direct costs related to such increases, exclusive of overhead, profit, or any other related costs. The adjustment request must clearly substantiate the requested increase. If no adjustment 2 Page 620 of 1808 request is received from the Contractor, the City will assume that the Contractor has agreed that the optional term may be exercised without pricing adjustment. Any adjustment request received after the commencement of a new option period may not be considered. Continuation of the Agreement beyond the initial term, and any option subsequently exercised, is a City prerogative, and not a right of Contractor. The Initial Term and any approved Renewal Term, shall collectively be referred to as "Term". Notwithstanding the Term provided herein, Contractor 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; Contractor shall be compensated on a financial reporting fee structure arrangement, in a total amount that shall not exceed $777,500.00 per year. • Annual Fee Breakdown o Maximum Expense Reimbursements of$620,650.00 o Management Fee of$15050.00 • The City shall collect all of the programmin6revenue3, The City shah pay,from the programming revenues the City collects: (1)the reimbursements td:Contractor of the expenses associated with operating the Program ("Expense ReimburseMente), up to$620,650.00 per Contract Year; and (2) a Management Fee, in the ttitsJ amount of'4156,850.00 per Contract Year, payable as more particularly set forth bebw. Theee.emounts shaitbe included in the overall financial reporting fee structure in the total amount not tag cceed $777,500.00 per Contract Year. Contractor to provide complete player roster ('Master")Of its registered piayers to the City no later than one (1) week following the start of the season.Anyamendmentsto the Roster shall be submitted to the City no later than three(3)weeks following the start of the season. 4.2 . Contractor shall grants City representative administrative access to the baseball software utilized by the Contractor (Ow. ently,Sports Connect) for effective oversight and coordination. Upon receipt of the certified Oster, the City shall pay the Management Fee and Expense Reimbursemeribto the Contactor based upon the following payment schedule: • (A) Manaq ent Fee: The City shall pay Contractor the Management Fee, in the amount oV$156,850.00, in four (4) payment intervals, as follows: (1) Forty percent (40%) of the total Management Fee, in the amount of $62,740.00 shall be due to the Contractor no later than two(2)weeks following the City's receipt and acceptance of the certified Rosters for the season: (2) Twenty percent (20%) of the total Management Fee, in the amount of $31,370.00, shall be due to the Contractor no later than six(6)weeks following the City's receipt and acceptance of the certified Rosters for the season; (3) Twenty percent (20%) of the total Management Fee, in the amount of $31,370.00, for the season shall be due to the Contractor no later than ten (10) 3 Page 621 of 1808 weeks following the City's receipt and acceptance of the certified Rosters for the season; and (4) The remaining 20 percent (20%) of the total Management Fee, in the amount of$31,370.00, for the season shall be due to the Contractor no later than two (2)weeks following the conclusion the season. (B) Expense Reimbursements: The City shall provide payment to the Contractor for Expense Reimbursements on a monthly basis, by the 15th of the following month; provided that Contractor submits the Reporting Documents by the end of the month. In connection with an Expense Reimbursement request, Contractor shall submit to the Director a detailed financial report that includes an itemized breakdown of invoices and supporting documentation for each operating expense, and any additional documents which the Director may request (collectively, the "Reporting Documents"). Operating expenses may include, without limitation, umpire fees, uniforms costs,coaching salaries, purchase of trophies, purchase or repair of equipment, and insurance costs. Expense reimbursements for private coaching will be reimbursed bi-weekly,subsequent to the City's receipt of the(1)independent contract between the Contractor and the approved private coach; (2) registration revenues; and (3)certified rosters. SECTION 5 TERMINATION 5.1 TERMINATION FOR CAUL If the Contractor shall fail to full 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 Contractor of its violation of the term(s) of this Agreement and shall grant Contractor 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 Contractor. tlterminatior;;the City shall be fully discharged from any and all liabilities, duties, and terms arisingdut of, or by-virtue of, this Agreement. Notwithstanding the aim*,the Contractor shall not be relieved of liability to the City for damages sustained by the City by- any breach of the Agreement by the Contractor. 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 Contractor. The City shall be entitled to recover all costs of such actions, including reasonable attorneys'fees. 5.2 TERMINATION FOR CONVENIENCE OF THE CITY 4 Page 622 of 1808 THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY TIME DURING THE TERM BY GIVING WRITTEN NOTICE TO CONTRACTOR OF SUCH TERMINATION; WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30) DAYS FOLLOWING RECEIPT BY THE CONTRACTOR 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 CONTRACTOR, MAY IMMEDIATELY SUSPEND THE SERVICES UNDER THIS AGREEMENT FOR A TIME CERTAIN, OR W THE ALTERNATIVE, TERMINATE THIS AGREEMENT ON A GIVEN DATE,..•1F THE AGREEMENT IS TERMINATED FOR CONVENIENCE BY THE CITY, CONTRACTOR SHALL BE PAID FOR ANY SERVICES SATISFACTORILY PERFORMED UP TO THE DATE OF TERMINATION; FOLLOWING WHICH THE CITY MALL f-: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 Contractor is placed either in voluntary or involuntary bankruptby or makes an assignment for the benefit of creditors. In such event, the right and obligations ter the;parties shall be the same as provided for in Section 5.2. SECTION 6 INDEMINFICATION AND INWRANCE REQUIREMENTS 6.1 INDEMNIFICATION • CONTRACTOR 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 o1Te Contractor, its officers, employees, agents, Contractors, or any other person'or entity acting Bider Contractor's control or supervision, in connection with, related to, or as a resui ctthe Contractor's performance of the Services pursuant to this Agreement. To that extent, the Cai> ctor shell pay all such claims and losses and shall pay all such costs and judgments which mayi' .from any lawsuit arising from such claims and losses, and shall pay all costs and attorneyr fees expended by the City in the defense of such claims and losses, including appeals. The Contractor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Contractor shall in no way limit the Contractor'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 Contractor for performance of the Services under this Agreement is the specific consideration from the City to the Contractor for the Contractor's indemnity agreement. The provisions of this Section 6.1 and of this indemnification shall survive termination or expiration of this Agreement. 5 Page 623 of 1808 6.2 INSURANCE REQUIREMENTS The Contractor shall maintain and carry in full force during the Term, the following insurance: 1. Contractor General Liability, in the amount of$1,000,000; 2. Contractor 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 noted 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 ite equivalent. Timely renewal certificates will be provided to the City es coverage revs. The insurance certificates for General Liability shall include the City as an additional insureidend shall contain a waiver of subrogation endorsement. Contractor's insurance shall be primary ardnot contributory for direct claims arising out of the Agreement under the-Commeresal General Liabltdy policy. If the Professional Liability coverage is provided on a clairnsmade.basis, then such insurance shall continue for(3)years following the expiration or termination Of the Agreement. Original certificates of insurance must beSubmitted to the Cityr's:Risk Manager for approval (prior to any work and/or services commencing)*willbe kept on fileirilbs Office of the Risk Manager. The City shall have the right to obtain from the contractor speciplen copies of the insurance policies in the event that submitted certificates St insurance are inadequate to ascertain compliance with required coverage. The Contractor is alsa solely responsible for obtaining and submitting all insurance certificates for any sub-Contractors.' Compliance with the foregoing req ikements shall not relieve the Contractor of the liabilities and obligations_ytler this section or:ender any other portion of this Agreement. • The Contractor shall notcemmence 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 Cityr'ssRisk Manager. SECTION 7 • JURISDICTIONNENUE/JURY TRIAL WAIVER This Agreement shall'be construed in accordance with the laws of the State of Florida. This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida: By entering into this Agreement, Contractor 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 6 Page 624 of 1808 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. Contractor hereby expresses its willingness to enter into this Agreement with Contractor's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of$10,000. Accordingly, and notwithstanding any other term or condition of this Agreement, Contractor hereby agrees that the City shall not be liable to the Contractor,for damages in an amount in excess of$10,000 for any action or claim for breach of contract wising 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 Florida Statutes. • SECTION 9 DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAVATENT RIGHTS; COPYRIGHT; AND COENTIAL FINDINGS 9.1 DUTY OF CARE With respect to the performance of the Services contemplated herein, Contractor 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 otte Services, Contractor shall comply with all applicable laws, ordinances, and reguations of the City Miami-Dam County,the State of Florida, and the federal government, as app1able. 9.3 PATIO RIGHTS; COPYRIGHT; CONFIDENTIAL FINDINGS Any work produt arising atit of this Agreement, as well as all information specifications, processes, data and' gs, are intended to be the property of the City and shall not otherwise be made public and/orsseminated by Contractor, 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 Contractor or its employees or sub-CONTRACTORs, without the prior written consent of the City Manager. 7 Page 625 of 1808 SECTION 10 GENERAL PROVISIONS 10.1 AUDIT AND INSPECTIONS Upon reasonable verbal or written notice to Contractor, 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. Contractor 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 of Miami Beach,the Cityhas established the Office of the Inspector General which may;-ona randcn basis, perform mews,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 -pied City programs, accounts, records, contracts and transactions. In addition3he:InspectoirGaeneral has the power to subpoena witnesses, adminios, require the'production,of witnesses and monitor City projects and programs.:Monitoring* an existing-:City project or program may include a report concerning whether the p ject is on time, within budget and in conformance with the contract document and amicable law. The Inspector General shall have the power to audit,investigate,monitor,.oversee,,inspect and review operations,activities, performance lir. . and`procures.proces :mcluding but not limited to project design, bid specifications, .did/proposal) sittals, arttrities,of the Contractor, its officers, agents and employees, bbyists, City staffer elected&ficials to ensure compliance with the contract documents andcietect fraud *corruption. Pursuant to Section 2-378 of the City Code, the City is allotg a percene of its overall annual contract expenditures to fund the activities and opets of the-Office of Inspector General. (C) Upon ten (1d 4iys written notice to the Contractor, the Contractor shall make all requested reco1ds 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 Contractor its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. 8 Page 626 of 1808 (D) The Inspector General shall have the right to inspect and copy all documents and records in the Contractor'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 Contractor 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 state or by other clauses of this Agreement. In addition: i. If this Agreement is completely or partially terminated, the Contractor shall make available records relating to the work terminated until three (3) years after any resulting final termination settlement; and ii. The Contractor shall make available rids 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 Contractor, its officers,agents,employees, subContractors and suppliers. The Contractor shall incorporate the provisions in this section in all subci ntracts and all other agreements executed by the CONTRACTOR in connection with the performance of this Agreement. (G) Nothing in this sermon shag impair any independent right to the City to conduct audits or investigative activiities. The provisions of this section are neither intended nor shall they be construed to impose any liability on the City by the Contractor or third parties. 10.3 ASSIINNT,TRAIFER OR SUBCONSULTING Contractor shall nOiSubconict, assign, or transfer all or any portion of any work and/or service under this Agreemeritiiiliiiout the prior written consent of the City Manager, which consent, if given at all, shall be in lhe 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 9 Page 627 of 1808 Prior to commencement of the Services, the Contractor shall file a State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes with the City's Procurement Division. 10.5 NO DISCRIMINATION In connection with the performance of the Services, the Contractor 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, Contractor shall comply fully with the City of Muni Beach Human Rights Ordinance, codified in Chapter 62 of the City Code, as may be rimended from time to time, prohibiting discrimination in employment, housing, public accommod> ns, public services, and in connection with its membership or policies, because of actual o> :perceived race, color, national origin, religion, sex, intersexuality, gender identity, sexual orientation, marital and familial status, age, disability, ancestry, height, hair texture and/or hairstyle eight, domestic partner status, labor organization membership, farnifi'I situation, or political afln. 10.6 CONFLICT OF INTEREST - Contractor herein agrees to adhere to and be governed by all applicable Miami-Dade County Conflict of Interest Ordinances and Ethic*_provisions, as set in the Miami-Dade County Code, as may be amended from time to tin*Ind by the City of Miteoi..Beach Charter and Code, as may be amended from time to time; both of whiotrere incorporated by reference as if fully set forth herein. Contractor covenants that pertly has no interest and shell not acquire any interest, directly or indirectly,which cou('conflict i any manner or degree with the performance of the Services. Contractor further tents that:0i the performance of this Agreement, Contractor 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 CONTRACTOFetCOMPLIAM9EWITH FLORIDA PUBLIC RECORDS LAW • (A) Cofactor shall coin* with Florida Public Records law under Chapter 119, Florida Stat 'f uf ,.�s may be amended from time to time. (B) The term`tic req ds" shall have the meaning set forth in Section 119.011(12), which means all obits, papers, letters, maps, books, tapes, photographs, films, sound recordings, da =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 Contractor meets the definition of"Contractor" as defined in Section 119.0701(1)(a), the Contractor 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, 10 Page 628 of 1808 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 Contractor does not transfer the records to the City; (4) Upon completion of the Agreement, transfer, at no cost to the City, all public records in possession of the Contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion of the Agreement,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 Agreement,the Ccctor 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 custodiianof 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 Ciitj's contract for services must be.made directly to the City. ff the.City does not' possess the requested records, the City shall immediatt :hotify the Contractor of the request, and the Contractor must provide the records tO the City or allow the records to be inspected or copied within a.reasonable time. ; . (2) Contractor's failure to comply witktbe City's request for records shall constitute a breach of this Agreement, anO the fly,at its sole discretion, may: (1) unilaterally terminate the Agreement; ( t 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 Contracturwhgrbels to providettie public records to the City within a reasonable time may be subjectto penalties under s. 119.10. (E) CIVIL ACTION. (1) If a civil action is fileclagainst a Contractor to compel production of public records relating to the City's contractforaervices,the court shall assess and award against the Contractor He :reasonable costs of enforcement, including reasonable attorneys':fib, if: a. The courtdetermi► s that the Contractor unlawfully refused to comply with the ublt p etecordsiequest within a reasonable time; and b. At least 8' siness days before filing the action, the plaintiff provided written ,,notice of t public records request, including a statement that the Contractor 'lets notoillmplied with the request, to the City and to the Contractor. (2) A notitcotriplies with subparagraph (1)(b) if it is sent to the City's custodian of public re_cords and to the Contractor at the Contractor's address listed on its contract with the City 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. (3) 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. 11 Page 629 of 1808 (F) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION: RAFAEL E. GRANADO, CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADO(c MIAMIBEACHFL,GOV PHONE: 305-673-7411 10.8 FORCE MAJEURE (A) A"Force Majeure" event is an event that in fact causes a delay in the performance of the Contractor 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 Contractor's performanaa 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) buss days thereof, provide notice: (i)of the occurrence of extent of Force Majeure, (ii) of.the nature of the event and the cause thereof, (iii) of the antlted impact ort; e Agreement, (iv)of the anticipated period of the delay, and (v)of what'o iese of action*uch party plans to take in order to mitigate the detrimental effects of the evegA.The time►delivery of the notice of the occurrence of a Force Majeure event is a conditlan precettent to allowance of any relief pursuant to this section; however, receipt of suctce shall not constitute acceptance that the event claimed to be a Force Majeure event,te"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 12 Page 630 of 1808 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, inthe..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 rn& take such actlon.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 gaiter 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 ilotiee to contractor of suclv.termination. If the Agreement is terminated pursuant to this seam, Contractor shall be paid for any Services satisfactorily performed up to the date of termination; following which the City shall be discharged from any andakiiabilities, duties, Midterms arising out of,or by virtue of,this Agreement. In no event wilt#ny Condition of Forceljeure extend this Agreement beyond its stated term. • • 10.9 E-VERIFY (A) To the extent that Contradow provides labor, supplies, or services under this Agreement, Contractor shall comply with Section 448. 5, 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, Contractor 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, Contractor shall expressly require any subcontractor peffoiming workor providing services pursuant to the Agreement to likewise titike the U.S. Department 'of Homeland Security's E-Verify system to verify the employment eligibilitof all new employees hired by the subcontractor during the contract TerTh If_,CONTRACTOR enters into a contract with an approved subcontractor, the subcon r must provide the CONTRACTOR with an affidavit stating that the subcontrai .does riot employ, contract with, or subcontract with an unauthorized alien. CON`I , GTOR shall maintain a copy of such affidavit for the duration of the Agreement or sett other extended period as may be required under this Agreement. (B) TERMINATION RIGHTS. (1) If the City has a good faith belief that Contractor has knowingly violated Section 448.09(1), Florida Statutes,which prohibits any person from knowingly employing, hiring, recruiting, or referring an alien who is not duly authorized to work by the immigration laws or the Attorney General of the United States, the City shall , terminate this Agreement with Contractor for cause, and the City shall thereafter have or owe no further obligation or liability to Contractor. (2) If the City has a good faith belief that a subcontractor has knowingly violated the 13 Page 631 of 1808 foregoing Subsection 10.9(A), but the Contractor otherwise complied with such subsection, the City will promptly notify the Contractor and order the Contractor to immediately terminate the agreement with the subcontractor. Contractor's failure to terminate a subcontractor shall be an event of default under this Agreement, entitling City to terminate the Contractor'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 Contractor 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 Contactor under the foregoing Subsection (B)(1), Contractor may not be awarded a public contract for at least 1 year after the date of termination of this Agreement. (6) Contractor 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 14 NOTICES All notices and communications in writing required or permitted hereunder, shall be delivered personally to the representatives of the contractor and the Cfty listed below or may be mailed by U.S. Certified Mail, return receipt requelsted,-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 CONTRACTOR: DANNY BERRY'S BASEBALL CAMP, INC. 1225 NE 1721TREET NORTH MIAMI BEACH, FL, 33162 ATTN: DANNY BERRY, PRESIDENT TO, TY: CITY OF MIAMI BEACH PARKS AND RECREATION DEPARTMENT 1701 MERIDIAN AVENUE, SUITE 401 MIAMI BEACH, FL 33139 ATTN: JOHN REBAR, DIRECTOR 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. 14 Page 632 of 1808 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. 12.2 SEVERABILITY • If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall not be affected, and every other term and p1 vision alibis Agreement shall be valid and be enforced to the fullest extent permitted by law. 12.3 WAIVER OF BREACH A party's failure to enforce any provision of this Agreement shad rot.be deemed awaiver of such provision or modification of this Agreement. A party's walverof 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 k r them to form a full and complete understanding of all rights and obligations herein and that tle.preparation of this Agreement has been a joint effort of the parties,the language hasbeen agnted to by parties el express their mutual intent and the resulting document shall not, solely as a matter af judicial construction, be construed more severely against one of the parties than the other. 12.5 ENTIRETY OF AGREEMENT The City awl QONTRACTOR agree That this is the entire agreement between the parties. This Agreement supersedes all per negotiations, correspondence, conversations, agreements or understandings "applicable t<i:the matters contained herein, and there are no commitments, agreements or u"r rstand.ings concerning the subject matter of this Agreement that are not contained in this doi ? Title and paragraph headings are for convenient reference and are not intended to confer:0ry rights or obligations upon the parties to this Agreement. 12.6 BACKGROUND SCREENING In accordance with Sections 435.04 and 1012.465, Florida Statutes, employees, volunteers, contractors, and subcontracted personnel who work in direct contact with children or who come into direct contact with children must satisfactorily complete a Level 2 background screening investigation with the City of Miami Beach Human Resources Department, prior to commencing work pursuant to this Agreement. 15 Page 633 of 1808 Prior to performing any services under this Agreement, Contractor and Contractor's employees, and any other individuals performing work under this Agreement on behalf of Contractor must either (a) undergo and pass a Level 2 background check through the City's Human Resources Department, or(b) provide the City with an affidavit indicating that Contractor has undergone and passed, through Contractor's employment with Miami-Dade County Public Schools, a Level 2 background check pursuant to Chapters 435 or 1012, Florida Statutes, within the last 365 days. The City will conduct backgrounds for the first 30 days from the start of each season Limiting up to five volunteer coaches per team. Contractor must prevent all of its personnel, including volunteers, from engaging in any activities involving the baseball program without having passed a background screening to the satisfaction of the City. Thgcity reserves the right to approve or disapprove whether the Contractor's employees peqorinthe services for the City. Disapproval would apply solely to this contract and shall have no bearing on the contractor's employment of an individual outside of this contract. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] 16 Page 634 of 1808 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: City Clerk City Manager Date: FOR CONTRACTOR: DANNY BERRY'$.BASEBALL CAMP, INC. ATTEST: By: Print Name and Title s Print Name and Title Date: 17 Page 635 of 1808 EXHIBIT"A" DESCRIPTION OF SERVICES The Contractor shall establish and administer year-round youth Baseball Program each year for Miami Beach residents and non-residents between the ages of three (3) and fourteen (14) at the following locations: 1. North Shore Park Youth Center(501 72nd Street, Miami Beach, FL 33141) 2. Normandy Isle Park(7030 Trouville Esplanade, Mimi Beach, FL 33141) 3. Fairway Park(200 Fairway Dr, Miami Beach, FL 33141) 4. Polo Park(4301 N Michigan Avenue, Miami Belch, FL 33140) 5. Flamingo Park(1200 Meridian Avenue, MiamiBeach, Fjt,33139) Contractor's Services are described in greater detail below: 1. General Terms • Contractor shall be responsible for the management'Of the Contractor's Program, establishing and designating teams; scheduling ofpractices and games; providing umpire services and coaching; conducting clinics; coordinilion of all umpires, coaches, and volunteers; procuring and issuinguniforms and equipment,and any other duties required to operate the Program successfuli)t. • • Consistent with Section 12.4 of this Agreement, the Cotactor's umpires, coaches, volunteers, and any other subcontractors dfr individuals' performing work under this Agreement shall not..participate in Contractor's Program or perform any work under"this Agreement until.tniContractor submits written documentation to the City's Parks and Recreation Department Ditierctor or his/her designee (the "Director") evidencing that such individuals ha' passed a background screening investigation that is satisfactory to City. Contractor's umpires,coaches, and volunteers must wear a City-issued Identification card while performing or participating in Contractor's Program activities. • Contractor is responsilbie for managing the registration process using Sport Connect software (or*any future e`ppFoved software), with no cost involved. Contractor must have *City representattivo providedwith admin rights. • Contractor and/or Cotttractor'slsague representative shall ensure that Program staff wear proms identification Stile participating in Contractor's Program. • • Contrtrir shall proctits0 all uniforms and equipment for Contractor's Program. • Contract,shall be rcist for having a league representative present at all games and practice,,s'1 :;, • Contractor .pavide a safe, high-quality, customer-oriented operation with well- maintained r-. eq ent. • Any equipment purchased by Contractor and for which the City reimburses the cost thereof, shall remain property of the City. Contractor shall maintain an inventory of the equipment that belongs.to the City. • Contractor must maintain the fields in a safe, clean, sanitary, and workable condition, including assisting with the management of the daily maintenance of the fields by keeping up with field prep and post-games/post/practices. City will continue to groom fields. • No rec games/practices to be held outside of the designated fields in Miami Beach unless approved by City. 18 Page 636 of 1808 • Program fees to be in accordance with similar baseball programs in South Florida. Fees are to be negotiated with the City. An increase in fees is at the City's discretion and approval. • Contractor to provide the City with Coaching Contracts for those individuals receiving payment for coaching in the Danny Berry Baseball Programs. This includes but is not limited to private coaching, travel baseball, camps, tournaments, classes, clinics, etc. • Contractor to train all volunteer coaches on the fundamentals of baseball. Coaches should have basic first-aid training. Coaches must sign a code of conduct to ensure fair and equitable treatment of Program participants and parents. • Contractor must always have a physical presence on the field, this includes games and practices. If the Contractor is not available, a representative authorized by the Contractor who is able to make decisions on behalf of the Program, Must be present. • The City reserves the right to approve or disapprove of Contractor's employees/volunteers who perform Services under this Agreement. Disapproval would apply solely to this Agreement and shall have no bearing on the Contractor's employment of an individual outside of this Agreement. • Contractor must submit any documents andtor marketing materials, notlirnited to flyers, banners, and advertisements related to Baseball Programs to the City Manager's designee for final approval prior to distribution. • The City will determine any potential food and beverage concessionaire for baseball programming. • The City will determine whether the condition of the fields is safe and appropriate for play. This includes determining playabilityaiter a weather event The City has the right to close fields at any time. _ • Contractor must provide an incident nsport deta mg:the nature of any incident that occurs during scheduled programming to be reviewed with the City before taking any permanent action within a 48 J o»rwindow. • Contractor shalll.designathaqualified designee available for emergencies or other matters related to the Baseball Program and who will ensure that all on-site volunteers have First Aid, CPR, and AED Certifications. • Contractor shall prevent alr its personnel, including volunteers, from engaging in any activities involving the Baseball Program without having passed a background screening to the satisfaction of the y of Miami Beach. • The Contractor shall offer, Manage, and oversee a competitive Travel Baseball Program. • Contractor will ensue that the coaches/volunteers are uniformed to be recognizable as the Selected Contractor staff. • Contrr must ensue at least 75% of participants in the Contractor's Program shall be Miami Beech resident • Contractors:,sill apse coordinate staffing and ensure programming is adequately supervised.' :4 y's standards are a Toddler(2-4 years old) 15:1 and School-aged (K- 12th grade)25: hild-to-instructor ratio. 2. Program Schedule • Contractor shall be responsible for scheduling games and practices ("Activities") at times and locations pre-approved in writing by the Director or the Director's designee. • Contractor shall submit a written proposed schedule ("Schedule") of the times and dates of all Activities to the Director at least(2)weeks prior to the beginning of the season during the Term of this Agreement. The final Schedule shall be subject to the Director's or Director's designee's prior written approval. 19 Page 637 of 1808 • Contractor shall provide scheduling of fields and batting cages for practices, games, and private lessons, which will be negotiated with the City and at the City's discretion. A City designee must approve any field used for private lessons offered by DBB staff. • Contractor's Program activities shall be conducted at times and locations as determined by the Director or Director's designee. • Any proposed Schedule changes shall first be submitted in writing to the Director or Director's designee and, following the Director's or Director's designee's approval, such changes shall be communicated to Program participants by the Contractor at least two(2) days before a scheduled game or practice, provided further that shorter notice may be given if circumstances outside the control of the parties do not permit the provision of at least two (2) days' notice. • Contractor shall cease all operation and use of the Designated Premises (as defined below) no later than one (1) week after the end date of the season unless prior arrangements have been made with the Director or Director's designee and evidenced in writing. • Season start and end dates may be amended.at any time by the City' or as approved in writing by the City and Contractor. • Contractor's season shall begin and end as follows: • Recreation Teams: _ Fall August • December Spring January ., May • Travel '_ Teams: _ -. ' '`. va r,, Fall December`� Spring JanuarAuy:' May_ • Travel Tournaments Teams: , M "a`.i�:-�':-< c :::. ' '.s;--�'P- Year round August Yn September • Summer Cams . Summer Je August !:'p • Winter and , n' .Cam•s :n ..saw.--..,.•.t:, .F ,nss. a .,._ ._+ -,,4;5✓0.1. -,.r. -p.. Winter/Spring December May 3. Fees and Scholarships • The fees to participate in Contractor's Program ("Participant Fees") are as follows: All fees reflect per player. Fees Collected by the City: REC TEAMS: 20 Page 638 of 1808 o Miami Beach Residents: $140.00 per season o Non-Residents: $280.00 per season TRAVEL TEAMS: 3 Seasons(Aug—Dec) (Jan—May) (Jun—Aug) o $1,675 per season per player o Contractor fee = $125.00 per player o Grapeland League Fee = $200 per player o Uniform = $100 per player o Monthly General Manager Fee=$250.00 peiplayer per month (5 months) o Summer Travel Teams (fee structure different from other seasons) o $975.00 per player o Contractor fee= $125.00 pet dyer o New players= $100.00.tiforms— 1-time fee ,`* ALL CAMPS: o Monday—Friday; 9:00— 12:00 p o Miami Beach Residents Elite: $4004).0per week o Non-residents Elite: $495.00 per week. o Miami Beach Reside is Recreation Play:$250.00 per week o Non-residents Recce Won Piay: $295.00 per week TRAVEL TOURNAMENT TEAMS YEAR-ROUND: o $450per tournament per team f ,. s. • PRIVATiLECOACIBW: a• Based on the,qualificationsOf coaches. o Ra varies between $50.00=$80.00. o Packages 10 k ns$450.00 • .o TTeam lessons$150.00 per hour NO SCHOOL DAYS (except on legal holidays) o Half-day: 9:00-.;12:00 pm o Miami leach Residents: $80.00 per day ,.;• o Miami Bin h Non-residents: $95.00 per day • Any changaif the participant fees must be pre-approved in writing by the Director or the Director's de : • Participant fee* fall be consistent with comparable South Florida cities offering the same or similar baseball program. • Contractor shall offer a 50% reduced registration rate ("Scholarships")for children, where it can be demonstrated with supporting documentation that there is a financial need. To qualify for a Scholarship, the child participant must reside within the city limits of the City of Miami Beach. Supporting documentation shall include proof of one (1) of the following and shall be submitted to the Contractor at the time of registration to be considered: o Medicaid or Food Stamps Qualification. o Supplemental Security Income(SSI)or Social Security Disability Insurance(SSDI) Recipient. 21 Page 639 of 1808 o Unemployment Recipient. o Section 8 Housing Choice or Housing Assistance Voucher Recipient. • Contractor shall submit all Scholarship applications and supporting documentation to the Director for review and approval before the beginning of each season. • Contractor shall maintain a current list of all participants approved for a Scholarship by the City. The list shall indicate the participant's name, team, applicable season, and approved reduced rate (i.e. 50%). This list shall be mailed electronically to the Director or Director's designee as an Excel document no later than one week following the start of the season. 4. Marketing • Contractor shall consult and collaborate with the Directto► or Director's designee to establish a marketing strategy to promote the Program. ` .. • All marketing materials and methods shall be pre-approved *the Director or Director's designee prior to being utilized. • Contractor shall provide the Director or Director's<designee with eleonic copies of any and all marketing materials utilized to promote the Program. All elected*files shall be provided in a format compatible with the City's software.program(s). _ =' • Contractor authorizes the City to utilize any andell Pro m-related marketng materials as the City deems appropriate for the purpose 61PlornOting the Program. • All marketing material must have the Contractor's tact information only. No volunteer or coach's contact information is'allowed to be marketed. 5. Sponsorships • Contractor shall use its best efforts solicit-and.obtain sponsorships on behalf of the Baseball Program to raise funds to :eaves,; management costs or additional necessary/approved-operational costs of the Progrartk • All sponsorshipsihalf-teitt9ire the prior approval of the Director. • All funds raised from spot*rships shall.be made payable directly to the City of Miami Beach. • All proceeds from spansotsf►ip fundraising.,shall be documented via a written report and maintained.*the City, :: • Contractor understands>;and agrees that permanent advertising from any Program Sponsor shall not be permitted on the any City of Miami Beach properly. • Contractor will prove quarterty;reporting data of financial assistance granted. • Parh pants who me ,the stipulated requirements may qualify for financial assistance fron' set foundati =through the Danny Berry Baseball program. 6. City's Respoh.jbilities.k` • The City willerjgerr'll fees associated with the Program. • The City will . e administrative access to Contractor registration software Sports Connect for effective oversight and coordination. • The Director or Director's designee shall identify and determine the number of fields and field locations (the "Designated Premises") available to the Contractor to utilize for the Contractor's Program. • Once the City has identified the Designated Premises, the City shall provide general field maintenance, facility access, lighting, and field marking/lining before the first game. • The City will, to the extent the applicable budget allows, provide the following: bases, pitching rubbers, base anchors, and dragging and marking of baseball lining of diamonds and outfield foul lines. 22 Page 640 of 1808 • The City agrees to utilize all applicable City marketing resources to promote Contractor's Program, including securing sponsorships. • The use of the Designated Premises by the Contractor for the Services will be limited to such times designated by the City and shall not conflict with use by City. • Contractor expressly understands that from time to time, due to the necessity of using the Designated Premises, as determined by the Director or Director's designee,for the benefit of the citizens of the City, the Designated Premises may not be available for use by Contractor. However, in such event, the Director or Director's designee will make a reasonable effort to provide the Contractor with advance written notice of the unavailability of the Designated Premises. • The City shall cover the cost of any background checks for umpires, coaches, and volunteers when the City requirements exceed those of the Little League standards. • The City shall not permit competing or non-affiliated- youth- baseball teams/programs during the set contract. • The City, upon approval from the Director or the 'Director's designee, will allow tournaments to be hosted at designated fields-throughout the year. TIMELINE FOR DELIVERABLES Within 10 days from the effective date of this Agreement, the Contractor and the City Manager's Designee (as defined on Page 1 of this Agreement)shall agreupon a proposed schedule for all programming. Once approved, any charities to the schedule shall be.coordinated through the Parks and Recreation Department Directat or his or her designee and shall be subject to the written approval of the parties. • 23 Page 641 of 1808 New Business and Commission Requests-R9 X MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Commissioner Alex Fernandez DATE: February 1, 2023 SUBJECT: DISCUSS/TAKE ACTION, PARKS AND RECREATION ADVISORY BOARD RECOMMENDATION — EXTEND CONTRACT WITH DANNY BERRY BASEBALL. RECOMMENDATION Discuss/Take Action, Parks and Recreational Facilities Advisory Board Motion to Extend Contract with Danny Berry Baseball for Continued Youth Baseball Program Activities. Danny Berry Baseball has'been successfully operating a Youth Baseball Program for children ages 3-13 at North Shore Park since at least 2015. Most recently, in 2018, the City Commission waived bidding and authorized a 5 year contract with Danny Berry's Baseball Camp, Inc. In view of the continued success of the program, in LTC No. 028-2023, the Parks and Recreational Facilities Advisory Board recommended that the City extend the current agreement, waive bidding, and delegate authority to the City Manager to negotiate and finalize a new contract. Although I view bid waivers with great skepticism, I agree with the Advisory Board's motion, and I believe it would be in the best interest of the City to ensure that the City has the ability to continue to work with a proven operator like Danny Berry's Baseball, to continue to deliver this important program for the benefit of our youth. SUPPORTING SURVEY DATA N/A FINANCIAL INFORMATION N/A Applicable Area Not Applicable Is this a"Residents Right Does this item utilize G.O. to Know" items pursuant to Bond Funds? Page 84916118989 City Code Section 2-14? No No Strategic Connection Non-Applicable Legislative Trackino Commissioner Alex Fernandez Page 640bb116989