Resolution 2024-33111 RESOLUTION NO. 2024-33111
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI. BEACH, FLORIDA, APPROVING, IN SUBSTANTIAL FORM,
AMENDMENT NO. 6 TO THE AGREEMENT BETWEEN THE CITY AND A
NATIONAL SALUTE TO AMERICA'S HEROES, LLC .DATED FEBRUARY 1,
2016, SAID AMENDMENT EXTENDING THE TERM OF THE AGREEMENT TO
INCLUDE THE HYUNDAI AIR AND SEA SHOW EVENTS SCHEDULED TO
TAKE PLACE DURING MEMORIAL DAY WEEKEND IN 2025, 2026, AND 2027
(EACH .AN "ANNUAL SHOW"), INCLUDING THE CITY'S MAXIMUM
CONTRIBUTION OF $350,000 IN EVENT-RELATED CITY SERVICES FOR
EACH ANNUAL SHOW AND CITY'S WAIVER OF SPECIAL EVENT FEES,
LUMMUS PARK USER FEES, AND SQUARE FOOTAGE FEES FOR EACH
ANNUAL SHOW AS ESTABLISHED BY THE CITY FROM TIME TO TIME; AND
FURTHER, AUTHORIZING THE CITY MANAGER AND CITY CLERK TO
EXECUTE THE AMENDMENT.
WHEREAS, on or about February 1, 2016, the City and A National Salute to America's
Heroes, LLC, a Florida limited liability company("Producer") executed an Agreement with respect
to the production of an annual Air& Sea show event.(each, an "Event" or"Annual Show"); and
WHEREAS, on April 26, 2017, the Mayor and City Commission discussed agenda item R9
AL,entitled"Discussion Regarding Memorial Day Air&.Sea Show"and adopted Resolution No.2017-
29848, approving the waiver of special event permitting fees for the 2017 Annual Show(Amendment
No. 1); and
WHEREAS, on October 18, 2017, the Mayor and City Commission discussed agenda
item R9 J, entitled "Discussion of an Amendment to the Air&Sea Show Agreement which would
allow the Event Producer to Expand the Show to Run from 10:00 AM —9:30 PM, including Two
Major Televised Concert Performances and a Fireworks Display on both Saturday and Sunday
Evenings; and to Discuss a Potential Increase in City Resources to Support the Larger
Production" and approved the terms and conditions for the 2018 larger Annual Show activation,
including the City's waiver of special event permit fees,in the amount of approximately$154,000.00,.
and the contribution for Event-related Public Services (Police, Fire, Ocean Rescue and
Sanitation, in the maximum amount not-to-exceed$350,000.00, as memorialized in Amendment
No. 2 to the Agreement; and .
WHEREAS, on February 14, 2018, the Mayor and City Commission authorized additional
funding to the Producer, in the maximum not-to-exceed amount of$250,000, to produce a concert to
take place during the 2018 Annual Show, as memorialized in Amendment No. 3 to the Agreement; and
WHEREAS, on July 2, 2018, the Mayor and the City Commission discussed agenda item
R9 A, entitled "Discussion Regarding the 2018 National Salute to America's Heroes Air & Sea
Show and City-Funded Concert" and directed the Administration to negotiate revisions to the
Agreement for the 2019 Annual Show activation, and further specified that no City funding would
be provided for any concert that may be produced in conjunction with the Annual Show; and
WHEREAS, on September 21, 2018, the Mayor and City Commission adopted Resolution
No. 2018-30509, approving the terms and conditions for the activation and City sponsorship of
the 2019 Annual Show, which took place May 25-26, 2019, including the City's payment of a
maximum not to exceed amount of $350,000.00 for Event-related public services, as well as a
City waiver of special event permit fees estimated to total $154,062.00, which was memorialized
in Amendment No. 4 to the Agreement; and
WHEREAS, due to the COVID-19 pandemic, on or about April 6, 2020, in consultation
with the Producer, the City exercised the force majeure provision of the Agreement and cancelled
the 2020 Annual Show; and
WHEREAS, on April 22, 2020, the Mayor and City Commission adopted Resolution No.
2020-31231, approving Amendment No. 5 to the Agreement; said Amendment approving a three
(3)year extension of the Agreement and specifying the terms and conditions for the activation for
the 2021-2023 Annual Shows, including the City's payment of a maximum contribution of
$350,000 for Event-related public services for each Annual Show; and
WHEREAS, upon presenting the draft Amendment No. 5 to the Producer, the Producer
advised that it was under the impression that the City Commission's extension of the Agreement
would include the 2024 Annual Show in light of the cancellation of the 2020 Annual Show; and
WHEREAS, on April 29, 2021, the Mayor and City Commission adopted Resolution No.
2021-31673, authorizing an amendment to the Agreement for the sole purpose of including the
2024 Air and Sea Show event to the scope of the Agreement, based upon the same terms and
conditions as applicable to the 2021-2023 Annual Shows; and
WHEREAS, on May 4, 2021, the City and Producer executed Amendment No. 5,
incorporating the 2021-2024 Annual Shows into the Agreement; and
WHEREAS, the term of the Agreement has expired with the 2024 Annual Show and the
Producer has requested that the term of the Agreement be extended concurrent with the
Producer's renewal of the title Sponsor, Hyundai, for the years 2025, 2026, and 2027; and
WHEREAS, the Annual Shows have proven to be a positive activation for the City; and
WHEREAS, the Administration recommends approving, in substantial form, Amendment
No. 6 to the Agreement, a draft copy of which is attached to the City Commission Memorandum
accompanying this Resolution, said Amendment extending the term of the Agreement to include
the Hyundai Air and Sea Show Events, scheduled to take place during Memorial Day weekend in
2025, 2026, and 2027, including the City's maximum contribution of $350,000 for Event-related
City services for each Annual Show and City's waiver of special event fees, Lummus Park user
fees, and square footage fees for each Annual Show, as established by the City from time to time.
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 approve, in substantial form, Amendment No. 6 to the Agreement between
the City and A National Salute to America's Heroes, LLC dated February 1, 2016; said
Amendment extending the term of the Agreement to include the Hyundai Air and Sea Show event
scheduled to take place on Memorial Day weekend of 2025, 2026, and 2027 (each an "Annual
Show"),,including the City's payment of a maximum contribution of$350,000 in Event-related City
services for each Annual Show and City's waiver of special event fees, Lummus Park user fees,
and square footage fees for each Annual Show as established by the City from time to time; and
further, authorize the City Manager and City Clerk to execute the Amendment.
PASSED AND ADOPTED this 26th day of June 2024.
ATTEST:
".47y(
JUL _ 3 2024
Rafael E. Granado, City Clerk Steven Meiner, Mayor
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k NtORP ORATED'
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APPROVED AS TO
FORM & LANGUAGE
FOR EXECUTION
• 117 2-02g—
City Attorney `� Dote
Resolutions - C7 AC
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Member of the City Council
FROM: Interim City Manager Rickelle Williams
DATE: June 26, 2024
TITLE: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING, IN SUBSTANTIAL FORM, AMENDMENT
NO. 6 TO THE AGREEMENT BETWEEN THE CITY AND A NATIONAL SALUTE TO
AMERICA'S HEROES, LLC DATED FEBRUARY 1, 2016, SAID AMENDMENT
EXTENDING THE TERM OF THE AGREEMENT TO INCLUDE THE HYUNDAI AIR
AND SEA SHOW EVENTS SCHEDULED TO TAKE PLACE DURING MEMORIAL
DAY WEEKEND IN 2025, 2026, AND 2027 (EACH AN "ANNUAL SHOW"),
INCLUDING THE CITY'S MAXIMUM CONTRIBUTION OF $350,000 IN EVENT-
RELATED CITY SERVICES FOR EACH ANNUAL SHOW AND CITY'S WAIVER OF
SPECIAL EVENT FEES, LUMMUS PARK USER FEES, AND SQUARE FOOTAGE
FEES FOR EACH ANNUAL SHOW AS ESTABLISHED BY THE CITY FROM TIME
TO TIME; AND FURTHER, AUTHORIZING THE CITY MANAGER AND CITY
CLERK TO EXECUTE THE AMENDMENT.
RECOMMENDATION
The Administration recommends the adoption of the Resolution.
BACKGROUND/HISTORY
On February 1,2016,the City and A National Salute to America's Heroes, LLC,a Florida limited liability
company("Producer"), executed an Agreement with respect to the production of an annual Air&Sea
show event (each, an"Event"or"Annual Show").
On April 26,2017,the Mayor and City Commission discussed agenda item R9 AL, entitled"Discussion
Regarding Memorial Day Air & Sea Show" and adopted Resolution No. 2017-29848, approving the
waiver of special event permitting fees for the 2017 Annual Show, (Amendment No. 1 to the
Agreement).
On July 26, 2017, the Mayor and City Commission discussed agenda item R9 J, entitled"Discussion
Regarding whether to Continue the Air & Sea Show for the 2018 Memorial Day Weekend (May 26,
2018 through May 27, 2018), and if so, Whether the City Commission Should Terminate the City's
Existing Agreement with the Event Organizer for Convenience, and Authorize the Administration to
Renegotiate and Clarify terms (Such as those relating to City's Financial Contribution for Certain
Event-Related Expenses)" and declined to exercise the City's right pursuant to Section 20(a) of the
Agreement to discontinue the Event, and agreed to permit the 2018 Annual Show, based upon the
same scope as the 2017 Annual Show.
On October 18, 2017, the Mayor and City Commission discussed agenda item R9 J, entitled
"Discussion of an Amendment to the Air & Sea Show Agreement which would allow the Event
Producer to Expand the Show to Run from 10:00 AM — 9:30 PM, including Two Major Televised
Concert Performances and a Fireworks Display on both Saturday and Sunday Evenings; and to
Page 722 of 1862
Discuss a Potential Increase in City Resources to Support the Larger Production" and approved
the terms and conditions for the 2018 Annual Show activation and the City's waiver of special event
permit fees, in the amount of approximately $154,000, and contribution for Event-related Public
Services (Police, Fire, Ocean Rescue and Sanitation, in the maximum amount not-to-exceed
$350,000, memorialized in Amendment No. 2 to the Agreement.
On February 14, 2018, the Mayor and City Commission authorized additional funding to the
Producer, in the maximum not-to-exceed amount of$250,000, to produce a concert to take place
during the 2018 Annual Show. This was subsequently memorialized in Amendment No. 3 to the
Agreement.
On July 2, 2018, the Mayor and City Commission discussed agenda item R9 A, entitled "Discussion
Regarding the 2018 National Salute to America's Heroes Air&Sea Show and City-Funded Concert"
and directed the Administration to negotiate revisions to the Agreement for the 2019 Annual Show
activation, and further specified that no City funding would be provided for any concert that may be
produced in conjunction with the 2019 Annual Show.
•
Page 723 of 1862
On September 21, 2018, the Mayor and City Commission adopted Resolution No. 2018-30509,
approving the terms and conditions for the activation, and City's sponsorship of, the 2019 Annual
Show (and each annual show for the remainder of the Agreement's term), to take place May 25-
26, 2019, including City's payment of a maximum not-to-exceed amount of$350,000 for Event-
related public services, as well as City's waiver of special event permit fees estimated totaling
$154,062. This was memorialized in Amendment No. 4.
Due to the COVID-19 pandemic, on or about April 6, 2020, in consultation with the Producer, the
City exercised the force majeure provision of the Agreement and cancelled the 2020 Annual
Show.
On April 22, 2020, the Mayor and City Commission adopted Resolution No. 2020-31231,
approving Amendment No. 5 to the Agreement with A National Salute to America's Heroes, LLC,
for the Annual Shows, scheduled to take place on the Memorial Day Weekends of 2021, 2022,
and 2023. The Amendment specified the terms and conditions for the activation of each Annual
Show, including City's payment of a maximum contribution of$350,000 for Event-related public
services (for each Annual Show), plus City's waiver of special event permit fees, user fees, and
square footage fees (for each Annual Show).
Thereafter, the Producer advised the City that, due to the cancellation of the 2020 Air & Sea
Show, it understood that the Amendment No. 5 extension would include the 2024 Annual Show.
However, Resolution No. 2020-31231on1y specifically approved the 2021- 2023 Annual Shows.
On April 29, 2021, the Mayor and City Commission adopted Resolution No. 2021-31673,
authorizing an amendment to the Agreement, permitting the Producer to have the Air&Sea Show
during Memorial Day 2024, based upon the same terms and conditions as applicable to the 2021-
2023 Annual Shows.
ANALYSIS
Since the inaugural 2017 Annual Show, the Air and Sea Show, whose slogan is "The Greatest
Show Above the Earth," has been a significant event in the Art Deco Cultural District during
Memorial Day Weekend. For the last eight years, the Annual Show has provided a safe and
enjoyable environment for families, showing our appreciation for the men and women of our
military and first responders,and has been a highlight for both Miami Beach residents and visitors.
The two-day event takes place in the heart of Miami Beach, specifically in Lummus Park and the
beachfront between 10 and 14 Streets. It features offshore activations, including Cigarette
offshore powerboat racing on the sea and awe-inspiring displays of cutting-edge military
technology in the sky, such as jet demonstrations and parachute teams. In Lummus Park, the
Florida Power&Light Patriot Display Village, located between 10-14 Streets, includes motocross
performances, military equipment displays, food vendors, and the Nicklaus Children's Hospital
Kids Zone.
For the 2024 Annual Show, the Producer partnered with the Ocean Drive Association and the
Miami Beach Classical Music Festival to present the "Music Explosion," a patriotic 3D projection
mapping display with musical performances along 14 Street and Ocean Drive culminating with a
fireworks display.
At the Annual Show's Media Event on Friday, May 24,2024, Hyundai announced it was extending
its sponsorship for three (3)years until May 2027. The 2024 Annual Show was the last activation
approved through Amendment No. 5 of the Agreement with the City via Resolution No. 2021-
31673.
The Annual Shows have proven to be a positive activation for the City in the last eight (8) years,
and the Producer has demonstrated to be a good partner in good standing; the Administration is
supportive of amending the Agreement to run concurrently with the Hyundai sponsorship for an
additional three (3)years to include 2025, 2026, and 2027.The Annual Shows have proven to be
Page 724 of 1862
a positive activation for the City in the last eight (8)years, and the Producer has demonstrated to
be a good partner in good standing; the Administration is supportive of amending the Agreement
to run concurrently with the Hyundai sponsorship for an additional three(3)years to include,2025,
2026, and 2027.
FISCAL IMPACT STATEMENT
The fiscal impact is a maximum of$350,000 in City services, and waiver of special event fees,
Lummus Park user fees, and square footage fees.
Does this Ordinance require a Business Impact Estimate?
(FOR ORDINANCES ONLY)
The Business Impact Estimate (BIE)was published on . See BIE at:
https://www.miamibeachfl.gov/city-hall/city-clerk/meeti nq-notices/
FINANCIAL INFORMATION
Funding is allocated in the Resort Tax Fund 160-0380-000349-25-406-548-00-00-00-
CONCLUSION
The Administration recommends approving, in substantial for, Amendment No. 6 to the
Agreement, a draft copy of which is attached hereto; said amendment extending the term of the
Agreement to include the Hyundai Air and Sea Show event, scheduled to take place on Memorial
Day Weekend of 2025, 2026, and 2027 (each an "Annual Show"), including the City's payment of
a maximum contribution of$350,000 for Event-related City services for each Annual Show, and
the City's waiver of special event fees, Lummus Park user fees, and square footage fees for each
Annual Show, as determined by the City from time to time; and further authorizing the Mayor and
City Clerk to execute the Amendment.
Applicable Area
South Beach
Is this a "Residents Right to Know" item, Is this item related to a G.O. Bond
pursuant to City Code Section 2-17? Project?
Yes No
Was this Agenda Item initially requested by a lobbyist which, as defined in Code Sec. 2-481,
includes a principal engaged in lobbying? No
If so, specify the name of lobbyist(s) and principal(s):
Department
Tourism and Culture
Sponsor(s)
Co-sponsor(s)
Page 725 of 1862
AGREEMENT r
THIS AGREEMENT is entered into on this day of r e' O I'v , 2016,
between `J
THE CITY OF MIAMI BEACH, a municipal corporation of the State of Florida,
hereinafter referred to as "City",
and
A National Salute to America's Heroes, LLC, a Florida Limited Liability Company
hereinafter referred to as "Applicant".
WHEREAS, Applicant has requested approval from the City to conduct its aircraft flight
demonstration and aquatic show,with ancillary activities such as entertainment,exhibits,souvenir
sales, and refreshment sales(hereinafter referred to collectively as the"Air and Sea Show"or the
"Event").
WHEREAS,City has been advised that,due to the scope and magnitude of the proposed Air
and Sea Show, Applicant desires a contract with City for an initial term of five (5)years, so that
Applicant can appropriately plan the commitment of resources, sponsors, subcontractors and
finances.
WHEREAS,City recognizes that the Event is a unique branded event requiring significant capital
and time investment and,as such, is willing to enter into this agreement with Applicant,subject to the
terms and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in
this Agreement,and other good and valuable consideration,the receipt and adequacy of which are
acknowledged, the parties agree as follows:
1. RECITALS INCORPORATED.The foregoing recitals are incorporated herein by reference.
DEFINITIONS. For the purposes of this Agreement,the Definitions set forth below are agreed
upon by the parties:
a. "Agreement' means this Agreement between the City and Applicant,
including all of the attached and/or referenced Exhibits, as the same may be
amended from time to time, in writing, signed by both parties, and with any such
amendment, as to the City, further subject to the approval of the Mayor and City
Commission.
b. "Applicant" means A National Salute to America's Heroes, LLC, a Florida Limited
Liability Company authorized to do business in the State of Florida.
c. "City"means the City of Miami Beach,Florida,a municipal corporation of the State of
Florida.
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Page 727 of 1862
d. "Contract Administrator"means,as to City,the City Manager or his designee and,as to
Applicant, the Manager of A National Salute to America's Heroes, LLC, or his/her
designee.In the day to day oversight and administration of this Agreement,and except
where otherwise provided herein, the parties may rely upon instructions or
determinations made by the respective Contract Administrators. The Contract
Administrators may not make any change to this Agreement without the approval of a
written amendment to this Agreement,executed by City and Applicant and,as to City,
further subject to the prior approval of the Mayor and City Commission.
e. "City Manager means the City of Miami Beach's City Manager.
f. "City Commission"means the City of Miami Beach City Commission.
g. "Event Impact Areas" means the areas outside of the Event Site that are directly
impacted by the Event. The Event Impact Areas shall be determined by the City
Manager, in his sole discretion;provided, however,that the City Manager may(but
shall not be obligated to)consult with Applicant prior to making his determination. In
the event of a disagreement between Applicant and the City regarding the Event Impact
Areas,the City Manager's decision shall be final and binding upon the parties as to
the determined Event Impact Areas.
h. "Event Period"means the dates of Memorial Day Weekend annually and throughout
the Term of this Agreement.The Air and Sea Show shall take place on Memorial Day
Weekend over a three-day period beginning on a Friday and ending on a Sunday.
The Applicant may utilize the Thursday immediately preceding the Event Period as a
practice day for performers and equipment utilized during the Event. No
concessions or hospitality tents shall be operating or open during the practice day.
The Event Period may be revised upon the mutual consent of the City and the
Applicant,and, if revised, any new Event Period shall be memorialized as a formal
written amendment to this Agreement,which shall be further subject to approval by
the City Commission.
"Breakdown" shall mean the use of heavy equipment, machinery or vehicles in the
deconstruction of the Event structures.
j. "Event Site"means the area within the City used to hold the Event and shall generally
refer to the area east of Ocean Drive, from 5th Street— 15th Street, limited by the
waterline and the Maintenance of Traffic ("MOT") Plan. The Event Site is more
specifically described in Exhibit"A"hereto.
k. "Maintenance of Traffic Plan"or"MOT Plan"shall have the meaning given to such term
in Section 6.
"Public Safety Plan"shall have the meaning given to such term in Section 5.
m. "Repair"shall mean any work(including all third party labor,supplies, materials and
equipment)reasonably necessary to repair,restore,or replace anyproperly,equipment,
building, structure, or any other component within the Event Site, if such work is
necessitated by any damage or destruction caused by the acts or omissions of the
Applicant and/or its employees,contractors,subcontractors,agents,concessionaires,
licensees,or invitees.
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Page 728 of 1862
n. "Restricted Event Area"shall mean the restricted area located within the Event Site
utilized by Applicant for command and control, landing zone, operations, and
hospitality.
o. "Event Site Plan"shall have the meaning given to such term in Section 4.
p. "Term"shall have the meaning given to such term in Section 20.
3. PERMISSION TO USE, Subject to the terms and conditions in this Agreement,Applicant
shall be permitted to use the Event Site in order to conduct the Air and Sea Show. The right to use
the Event Site shall not imply that the Applicant is permitted to close streets and transportation corridors
that are defined as part of the Event Site, unless such closures are approved, in writing, by the City
Manager, in his sole discretion.
The City Manager shall have the right to pre-approve all promotional materials, advertising and
signage for the Event,which approval shall not be unreasonably withheld. If, upon review,the City
Manager denies the use of certain promotional materials,advertising,or signage,the Applicant shall
promptly discontinue the use of,and/or otherwise remove,such promotional materials,advertising
or signage.
Applicant agrees to list the City of Miami Beach as a co-sponsor of the Event on all approved
promotional materials, advertising and signage for the Event.
The parties agree that alcohol shall only be-permitted in the Restricted Event Area. Applicant's alcohol
sales, use, and consumption during the Event shall be governed in accordance with all applicable
provisions of the City of Miami Beach Code and Florida law,as may be amended from time to time.
4. CITY SPECIAL EVENT PERMIT APPLICATION: Not less than one hundred twenty(120)
days prior to the first day of each Event Period during the Term,Applicant shall complete and submit
a Special Event Application and provide the City with the following:
a. The Event Site Plan depicting,at a minimum,all locations that will be designated for
Applicants exclusive use (including, without limitation the Restricted Event Area):
detailing the locations of any tents, sanitary facilities, parking, stages, booths,
concessions, alcoholic beverage service areas, etc.; and the boundary lines,
including those down to the waterline(as allowed by law),of any fences,barriers,etc.
to be constructed at the Event Site.The Event Site Plan shall be subject to the review
and approval by the appropriate City departments.After review by the appropriate City
departments,the final proposed Event Site Plan shall be subject to the review and final
written approval of the City Manager.A final inspection will be conducted by the City
immediately prior to the Event to ensure that the location of all tents,booths,sanitary
facilities, parking, stages, etc. are in accordance with the City approved Event Site
Plan.The City approved Event Site Plan shall be incorporated into this Agreement as
Exhibit"D" hereto.
b. A description of all activities and events to occur at the Event Site,
(including,without limitation,the Restricted Event Area).
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Page 729 of 1862
c. The cellular and business phone numbers of the Individuals in charge of the various
aspects of the Event.
d. Copies of all appropriate permits and licenses required by the City. These permits
include, but are not limited to, permits necessary for tents and other structures,
merchandise,food and beverage vendors, and electrical connections.
e. All sponsors of the Event,and/or all goods and services to be promoted,distributed,
sold,or given away must have the prior written approval of the City Manager,which
approval, if given at all, shall be at the City Manager's sole discretion.
f. Applicant shall provide any other deliverable(s) required by the City Manager,
whether same is required pursuant to the City's Special Event Rules and
Regulations,which are attached and incorporated as Exhibit" "hereto,or whether
required in order to safeguard and ensure the health,safety,and welfare of the City's
residents and visitors during the Event Period.
g. Applicant acknowledges that other events and activities will take place within the City
of Miami Beach during the Event Period each year,as the Event Period includes the
Memorial Day holiday weekend,a historically busy weekend within the City of Miami
Beach. Accordingly,Applicant's Event schedule, program, and activation shall be
coordinated with the City, so as to ensure the health, safety and welfare of City's
residents and visitors during the Event Period,and minimal disruption or interruption
of other activities or events taking place within the City of Miami Beach during the
Event Period.
•
5. PUBLIC SAFETY PLAN FOR THE-EVENT.Because of the physical size of the Event and the
number of people that may attend,City shall arrange for such necessary personnel,at City's expense,
and in such type,manner and number,as may be determined by the City Manager,in his sole discretion
and judgement,to ensure the appropriate level of public safety at the Event Site and Event Impact Areas,
excluding the Restricted Event Area,which shall be provided at Applicant's expense.The parties may
consult with each other in regard to the levels of security,including the scaling down of such services for
the set up and tear down of the Event
a. The Applicant shall provide a Public Safety Plan for the City Manager's review and
approval, no later than one hundred and twenty(120)days prior to the date of each
Event Period.This Public Safety Plan shall include,but not be limited to,the Applicant's
planned actions to respond to and mitigate various potential criminal and/or emergency
incidents which may occur during the Event After receiving the Public.Safety Plan from
the Applicant, the City Manager shall work with the Applicant in order to properly
determine the number of personnel necessary to effectively and efficiently carry out
the Public Safety Plan.The City and Applicant shall develop an anticipated budget for
the Public Safety Plan. The City Manager shall have the absolute sole right and
discretion to approve the Public Safety Plan,including any revisions or adjustments
thereto. In the event of a disagreement(s)between Applicant and the City regarding
the number of personnel required for the Public Safety Plan, and/or the anticipated
budget of the Public Safety Plan,the City Manager's decisions shall be final.The final
City-approved Public Safety Plan shall be attached and incorporated as Exhibit"B"to this
Agreement
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Page 730 of 1862
b. Applicant shall make arrangements with the appropriate City department(s) to
provide Police, Fire, Ocean Rescue protection. These arrangements must be
reviewed and approved by the City Manager.
c. The parties will act in good faith to keep the other party notified of the latest information
and any new developments or incidents that might cause additional public safety
personnel to be deployed to the Event.
d. In addition to the City-approved Public Safety Plan, the City's Police and Fire
Departments will author separate comprehensive Incident Action/Operational Plans
specific to their respective duties. Such plans will take into consideration several
factors, to include nationally accepted event planning and management guidelines
utilizing the National Incident Management System(NIMS)and the Incident Command
System(ICS). These plans will be fluid up until the conclusion of the Event and may
change based on real time intelligence,threat information,and other such inputs.Local
representatives and agents from the Federal Bureau of Investigation (FBI) Special
Events Unit,the Department of Homeland Security(DHS),Navy Criminal Investigative
Service (NCIS), and other public safety partners will assist in determining the level
and magnitude rating of the Event, advise of any potential national security
considerations, and provide intelligence gathering and Event threat assessment
assistance. Due to the sensitive security and safety implications of such plans,they
will be kept confidential,accessible to City officials,Police/Fire personnel and Applicant
only, and shall not be available for public or media distribution.
-e. The cost of any expansion of Event-related activities, boundaries or other Event
program changes requested by Applicant, or the costs for additional services
requested by Applicant,including,without limitation,public safety-related services that
are greater than the services being provided by the City for the Event as established in
the Public Safety Plan,shall be at the sole expense of Applicant. City shall be paid or
reimbursed for all costs and expenses associated with any such additional or
expanded services provided to Applicant,with all such costs being accounted for and
paid separately from the provisions of Section 17 of this Agreement, which shall not
apply with respect thereto. Expansion of services means enhancements of Event-
related activities or programming,any changes in the type of activities approved for the
Event,or other changes with respect to the Event that are initiated by or are requested
by Applicant,including changes to the physical location and boundaries that result in an
increase in the City's cost to provide all necessary services.
f. Should Applicant request non-critical public safety services,such as a police escort,
or if such services are beyond the City's ability to provide,Applicant may make such
arrangements and coordinate these services with the City.The cost for these additional
services shall be an expense to Applicant, and all such costs and expenses shall be
paid to City within the time frame set forth in Section 17.
g. In the event of an emergency or disaster during the Event,at the Event Site,or as a direct
result of Event activities,that requires public safety resources beyond the City approved
Public Safety Plan,it shall be the sole responsibility of the Applicant to reimburse the
City for its additional cost to respond to such emergency or disaster. This paragraph
shall not apply to any natural disaster,act of terrorism,or act of God that may occur at the
Event Site during the Event including, without limitation, a hurricane, lightning strike,
tornado,or any other such causes whatsoever beyond the control of the parties.
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Page 731 of 1862
h. In the event the Applicant wishes to utilize temporary mobile cellular communication
service boosting)towers,which can also benefit public safety by increasing the E-911
capabilities of the specific service provider,the Applicant must notifythe City Police and
Fire Departments and agrees that the contracted equipment provider with whom they
procure such equipment,services etc.will work dosely with the City Radio Engineers to
confirm the temporary towers will not interfere with the City or County public safety radio
frequencies.
6. STREET CLOSINGS:The City Manager reserves the right,at his sole discretion,to approve all
closing of streets, including those streets and transportation corridors within the Event Site.
a. Not less than one hundred and twenty(120)days prior to the date of each Event,
Applicant shall provide to the City a MOT Plan for the City Manager's review and
approval.The City approved MOT Plan shall be incorporated into this Agreement as
Exhibit"C,"and shall contain a construction and automotive and pedestrian traffic flow
schedule detailing the opening and closing times for all streets and/or transportation
corridors.No street or transportation corridor closures will be permitted unless included in
the City approved MOT Plan. Applicant agrees to provide the City with emergency
access to all areas included in the Event Site.
b. Applicant agrees to coordinate and make the appropriate arrangements with any
merchants or residents affected by any street or transportation corridor closures to ensure
they are provided sufficient and reasonable access to their businesses and residences.
Applicant acknowledges that traffic control plans shall accommodate the ingress and
egress to businesses or residences during the course of the Event.
7. PARKING AND TRANSIT SERVICES: It will be the responsibility of Applicant to arrange,
coordinate, and pay for all parking at City facilities and any transit services from these facilities to the
Event Site.All proposed shuttle routes and bus stops shall be submitted by Applicant,as part of the
MOT Plan.City agrees to invoice Applicant at the approved Special Event Parking Rate for any public
metered parking spaces that are removed from public use(as requested by the Applicant and approved
by the City Manager). All parking lot requests must be in writing at least ninety(90)days in advance of
the Event. An estimate of parking charges will be provided to Applicant no more than fourteen(14)
days after receiving written requests.Applicant understands that the approved Special Event Parking
Rate is a daily rate and may not be prorated.
8. MAINTENANCE OF EVENT SITE AND EVENT IMPACT AREAS:
a. Applicant shall be responsible for,and shall provide,sufficient temporary public sanitary
facilities so as to meet the requirements established by the City Manager.Applicant
shall provide daily service of the facilities at all times during the Event Period. The
cost of such temporary public sanitary facilities shall be an expense to Applicant,
whether such facilities are furnished by Applicant or City. If any such facilities are
furnished by City,all costs and expenses shall be paid to City within the time frame as
set forth in Section 17. Applicant shall not be responsible to pay for clean-up of City
public rest room facilities.
b. The City shall be responsible for all clean-up costs and expenses associated with the
removal of trash and debris that accumulates within the Event Site or in the designated
Event Impact Areas, provided, however, that Applicant shall be responsible for all
Page 6
Page 732 of 1862
clean-up costs and expenses associated with the removal of trash and debris that
accumulates on any portion of the Restricted Event Area. All trash shall be collected and
removed throughout the Event with final clean-up being completed within 24 hours of the
Event completion. The requirement to remove trash and debris includes street
sweeping.
c. Applicant shall provide all day access passes to the necessary City staff required to
. work the Event.Applicant and City will agree to the list of passes that will be distributed
for the Event at least ten (10) days prior to the Event. Additionally,Applicant shall
provide an operations tent to be utilized by the City Manager during the Event days.
Location of this operations tent shall be determined by the City Manager.
9. CONSTRUCTION OF FACILITIES, STRUCTURES, CANOPIES, TENTS AND
CONCESSION STANDS;
a. Applicant shall be permitted to construct and maintain, within the Event Site, such
facilities and/or structures that are approved for the Event as part of the Event Site Plan.
All such facilities and/or structures shall be erected, and deliveries with respect
thereto made,on agreed-upon dates after consultation with the City's Special Event
staff.
b. Applicant shall be permitted to set up no later than the Monday prior to the Event.All
such facilities and/or structures must be removed within seventy-two (72) hours
following the conclusion of the Event.
c. Applicant shall obtain approval by the City Fire Department and file with its Special Event
Permit application evidence that any facilities and/or structures are of fireproof
material and will not constitute a fire hazard. City's Building Department must review
and approve the proposed use of any facilities and/or structures,in accordance with the
City Code and the Florida Building Code, as same may be amended from time to
time.
d. All construction,installations and services,including electrical hook-ups,shall be made
at Applicant's expense and approved in advance by the City's Building Department. If
electricity is required,Applicant shall negotiate arrangements for such service with the
City or a licensed contractor. This cost shall be an expense to Applicant and, if
furnished by City,shall be paid to City within the time frame as set forth in Section 17,
Reimbursement of Costs and Expenses.
e. Unless Applicant receives prior written permission from the City Manager, no
construction or installations shall involve the use of stakes or other material that may
break the surface or deface any infrastructure such as asphalt,concrete, brick or any
plant material.
f. Applicant is required to provide and install Event-related signage,including directional,
general messaging, concession stands, and sponsor-related signage, at locations
subject to the City Manager's approval.Applicant will setup and remove such signage,
at no cost to the City.
Page 7
Page 733 of 1862
10. MAINTENANCE OF AND PAYMENT FOR DAMAGE TO PROPERTY: Regardless of the
cause, Applicant shall be responsible for any damage to any and all property located or situated
within the Event Site(including,without limitation, the Restricted Event Area). It is further agreed
that City-shall inspect the Restricted Event Area and Event Site for damage no later than the
Wednesday immediately following the Event and, if as a result of said inspection, damage is found
to exist, City shall furnish Applicant with a written report of such damage by the close of business
within fourteen(14)days following the Event.The report shall state the cost to be paid by Applicant
to remedy the damage.This cost shall be paid by Applicant within fourteen(14)days after Applicant
receives the City's report.
11. SECURITY: All construction materials, equipment, goods, signs and any other personal
property of Applicant shall be protected and/or secured solely by Applicant. Applicant acknowledges
and agrees that City assumes no responsibility whatsoever for any such item(s)and that the security
and protection of any such item(s)from theft, vandalism,the elements, acts of God, or any other
cause, are strictly the responsibility of Applicant.
12. SUBLEASES ASSIGNMENTS, OR TRANSFERS: Applicant shall not assign,sublease or
transfer any of its obligations or rights under this Agreement,in whole or in part,to any person. The
foregoing notwithstanding,the City acknowledges that Applicant will have subcontractors providing
services to Applicant in order for Applicant to effectuate this Agreement and the hiring of such
subcontractors shall not be a violation of this paragraph.
13. LICENSES AND PERMITS;COPYRIGHTS,PATENTS AND TRADEMARKS:At least fifteen
(15)days prior to the Event, Applicant agrees to secure and pay for all licenses, permits or other
governmental approvals that may be required by any governmental agency having jurisdiction overthe
Event Site or any aspect of the Event, iincluding,without limitation, any approval required by the City,
Miami-Dade County, State of Florida and/or any agency of the U.S. government, and shall also be
responsible for obtaining any incidental State permit for the protection of sea turtles issued by the
appropriate governmental agency. Additionally,if Applicant intends to use any item which is or may be
protected from infringement, such as but without limitation, copyrights, patents and trademarks, if
requested by City,Applicant shall provide City fifteen(15)days in advance of the first date of property
use,evidence showing that the applicable licenses,permits and/or permission have been secured and,if
applicable, all fees have been paid in full by Applicant. The provisions of this paragraph
specifically apply to the American Society of Composers, Authors and Publishers
("ASCAP"), Broadcast Music Incorporated ("BMI") and any other similar organization
mat may require written permission and payment of a fee for use of protected material.
Applicant shall ensure that all performance payments required to be made under such
licenses are made promptly and directly to the licensing organizations. Copies of all said
licenses or reports shall be submitted to City upon request In the event Applicant fails to
submit the licenses or reports as required herein or the documentation is not satisfactory
to City, Applicant shall be responsible for payment to City for all license fees incurred by
the City in connection with the Event. City shall have no responsibilities to any
performing rights licensing organizations for any performance during the Event.
14. STANDARDS OF CONDUCT; COMPLIANCE WITH RULES, REGULATIONS,
ORDINANCES:Applicant agrees that at all times it will conduct its activities with full regard for public
safety and will observe and abide by all Federal,State and local laws,including,without limitation,those
relating to noise,building,zoning,gambling,fire protection,liquor regulation,sanitation,food facilities,
and hours of operation.Applicant shall further take all precautions and use due care to conduct its
operations in a safe and prudent manner with respect to its agents,employees and visitors to the Event.
•
Page 8
Page 734 of 1862
15. INSURANCE:The Applicant shall provide and maintain at all times during the term of any
contract, without cost or expense to the City, policies of insurance, with a company or companies
authorized to do business in the State of Florida, and which are acceptable to the City All required
insurance will be placed with carriers licensed to do business in the State of Florida,having agents
upon whom service of process may be made in the State of Florida, insuring the applicant against
any and all claims, demands or causes of action whatsoever, for injuries received or damage to
property relating to the performance of duties,services and/or obligations of the applicant under the
terms and provisions of the contract. Applicant is responsible for timely provision of certificates)of
insurance to the City at the certificate holder address evidencing conformance with the contract
requirements at all times throughout the term of the contract.
Such policies shall remain in full force and effect during the Event and shall specifically include
those times of setup and Breakdown in connection with the Event.Such policies of insurance,and
confirming certificates of insurance, shall insure the applicant is in accordance with the following
minimum limits:
a. General Liability insurance on forms no more restrictive than the latest edition of the
Occurrence Form Commercial General Liability policy(CG 00 01)of the Insurance
Services Office or equivalent without restrictive endorsements, with the following
minimum limits and coverage:
Each Occurrence/General Aggregate $1,000,000/2,000,000
Products-Completed Operations $2,000,000
Personal&Adv. Injury $1,000,000
Fire Damage _ $50,000
Medical Expense $5,000
Contractual Liability Included
b. Liquor Liability with the following minimum limits and coverage:
Each Occurrence $1,000,000
Annual Aggregate $1,000,000
c. Automobile liability insurance,including owned,non-owned,and hired autos with the
following minimum limits and coverage:
Combined Single Limit $1,000,000
d. Workers'compensation insurance based on proper reporting of classification codes
and payroll amounts in accordance with Chapter 440, Florida Statutes, and/or any
other applicable law requiring workers'compensation(Federal, maritime,etc). If not
required by law to maintain workers compensation insurance, the applicant must
provide a notarized statement that if he or she is injured; he or she will not hold the
City responsible for any payment or compensation.
e. Employers Liability insurance with the following minimum limits and coverage:
Each Accident $1,000,000
Disease-Each Employee $1,000,000
Disease-Policy Limit $1,000,000
Page 9
Page 735 of 1862
f. Professional liability and/or specialty insurance (medical malpractice, engineers,
architect,consultant,environmental,pollution,errors and omissions,etc.)insurance
as applicable, with minimum limits of $1,000,000 and annual aggregate of
$2,000,000.
The City of Miami Beach shall be named as additional insured as their interest may
appear on all applicable liability insurance policies.
The certificate(s)of insurance shall provide for a minimum of thirty(30)days prior
written notice to the City of any change,cancellation,or nonrenewal of the provided
insurance. It is the applicant's specific responsibility to ensure that any such notice
is provided within the stated timeframe to the certificate holder.
If it is not possible for the Applicant to certify compliance, on the certificate of
insurance, with all of the above requirements, then the Applicant is required to
provide a copy of the actual policy endorsement(s)providing the required coverage
and notification provisions.
Certificate holder shall be:
The City of Miami Beach,Florida
1700 Convention Center Drive
Miami Beach, FL 33139
Certificates of insurance shall evidence,a waiver of subrogation in favor of the City,
that coverage shall be primary and noncontributory,and that each evidenced policy
includes a Cross Liability or Severability of Interests provision,with no requirement of
premium payment by the City.
Applicant is required to confirm that each vendor of the Applicant carry insurance
coverage that meets or exceed the coverages set forth in paragraphs (a)-(f)that
apply to each vendor,as applicable to each vendor's work,and that the same limits
apply to any and all vendors the Applicant uses for the Event. Applicant further
confirms that Applicant's insurance will apply as excess over any other valid and
collectible coverage of their vendors.Said limits may be provided by purchase of an
umbrella or excess policy.
All self-insured retentions shall appear on the certificate(s) and shall be subject to
approval by the City. At the option of the City, the insurer shall reduce or eliminate
such self-insured retentions or the applicant or subcontractor shall be required to
procure a bond guaranteeing payment of losses and related claims expenses.
The City shall be exempt from, and in no way liable for,any sums of money,which
may represent a deductible or self-insured retention in any insurance policy. The
payment of such deductible or self-insured retention shall be the sole responsibility
of the applicant and/or sub-contractor providing such insurance.
If Applicant fails to deliver an Insurance certificate, the City's failure to request
delivery shall in no way be construed as a waiver of Applicant's obligation to provide
the insurance coverage specified herein. Failure to obtain and maintain such
Page 10
Page 736 of 1862
insurance as set out above will be considered a breach of contract and may result in
termination of the contract for default.
Neither approval by the City of any insurance supplied by the, nor a failure to
disapprove that insurance,shall relieve the Applicant of full responsibility for liability,
damages, and accidents as set forth herein.
16. INDEMNIFICATION AND HOLD HARMLESS: Applicant shalt indemnify, defend and hold
harmless City, its officers,agents, and/or employees,against any and all damages, claims, losses,
liabilities and expenses (including, without limitation, reasonable legal fees and disbursements)
caused by, in connection with,arising out of,or resulting from the use of the Event Site,or caused
by,in connection with,arising out of,or resulting from any act by Applicant,its partners,employees,
officers,contractors,and/or agents done in the performance of this Agreement. If called upon by City,
Applicant shall defend not only itself, but also City in connection with any such claim, at Applicants
expense,and at no expense whatsoever to City.
Applicant further agrees to defend,indemnify,save and hold harmless the City and the City's officers,
agents,and employees from any claim,suit,loss,cost or expense or any damages arising out of or
relating to Applicants failure to obtain all necessary performing rights and licenses forthe event(BMI,
ASCAP,etc.).
17. REIMBURSEMENT OF EXPENSES: The City and Applicant shall be responsible for the
costs and expenses associated with Police, Fire,Ocean Rescue,and Sanitation services within the
Event Site and Event Impact Area,as provided herein. City shall be responsible for initial expenses
up to the amounts associated with Memorial flay Weekend for the immediately preceding calendar
year, adjusted annually for either (1) wage increases for personnel for the foregoing City
departments or(2)inflation utilizing the United States Bureau of Labor Statistics, Consumer Price
Index for All Urban Consumers; U.S. City average(1982-84=100),whichever is lower(the"City's
Initial Contribution").Applicant shall be responsible for all of City's costs and expenses in excess of
the City's Initial Contribution, up to the maximum amount of $200,000 ("Applicant's Initial
Contribution"). City and Applicant to each be responsible for 50 percent(50%)of all costs in excess
of Applicant's Initial Contribution. Applicant shall reimburse City for any amounts due under this
Agreement within fourteen (14)days of receipt of any invoice from City. Applicant shall have the
right to request all supporting documentation with respect to charges being billed to Applicant under
this Agreement. City's invoices shall include a breakdown of charges.
18. BOND:
a. Applicant agrees to secure a bond in an amount equal to one hundred and ten
percent (110%) of the estimated cost of services for the Applicant requested
additional services or expansion of services requested by Applicant, for the Event
including,without limitation,public safety,maintenance,cleanup,utility connections,
Breakdown and removal, storage and repair or replacement of property. City
reserves the right to approve the bonding company or institution issuing the bond
and the instrument shall be kept in full force and effect for the period of the
Agreement.
b. No later than thirty(30)days prior to the date of permission from City to first use the
Event Site,Applicant shall provide the City with a valid payment bond in the amount
specified above.The bond shall be written by a corporate surety company holding a
Certificate of Authority from the Secretary of Treasury of the United States,executed
Page 11
Page 737 of 1862
1
1
and issued by a resident agent licensed by and having an office in the State of
Florida, representing such corporate surety, providing that if Applicant fails to duly
pay for any labor, materials,or other supplies used by Applicant, the surety will pay
the same in the amount not exceeding the sum provided in such bond. Applicant
shall also have the option to escrow the funds in an amount equal to one hundred
and ten percent(110%)of the cost of reimbursement for City services ("Obligated
Amount")in which case a bond would not be required by the City. The Obligated
Amount shall be placed into the City to be held in escrow under the terms and
conditions hereinafter set forth("Escrow Deposit").
c. The City's Chief Financial Officer shall be the Escrow Agent,the Escrow Agent shall
promptly deposit, retain and disburse the Escrow Deposit in accordance with the
terms hereof or as may be directed in writing by both the Applicant and City Manager
on behalf of the City or as may be directed by a court of competent jurisdiction.
d. If the Escrow Agent is in doubt as to his or her duties,the Escrow Agent shall retain
the Escrow Deposit until Applicant and City, through its City Manager, collectively
agree in writing to the disposition of the funds or until a court of competent
jurisdiction has adjudicated the rights of Applicant and the City.
e. Any suit between Applicant and City where Escrow Agent is made a party because
of acting as Escrow Agent,or in any suit where Escrow Agent interpleads the Escrow
Deposit, Escrow Agent shall recover reasonable attomey's fees and costs from the
Escrow Deposit, as between Applicant and City, and such fees and costs shall be
charged and assessed against the non-prevailing party.
f. The parties agree that the Escrow Agent shall not be liable to any party or person for
misdelivery of the Escrow Deposit or any portion thereof to Applicant or City,unless
misdelivery is due to willful breach of the terms hereof or gross negligence on the
part of Escrow Agent.
19. CITY'S RIGHT TO SUSPEND ACTIVITIES OR REMOVE PERSONS FROM EVENT SITE:
The City Manager shall have the authority to suspend all or any part of the activities of Applicant
when, in the City Manager's sole judgment and discretion,such activities may be or are detrimental
to the public or to the City,or if the City has reason to believe any law or ordinance is being violated
by Applicant,its agents or employees,which conduct is not corrected within forty eight(48)hours of
written notice to Applicant. City reserves the right through the City Manager, to suspend or
terminate use of the Property if visitors become unruly, and to reject any sponsor, presentation,
material or item which is or may be, in the sole opinion of the City Manager,hazardous, offensive,
immoral or disparaging to the image of the City,or to any person or group of persons. The decision
of the City Manager in such regard shall be final, binding and conclusive.
20. TERM AND TERMINATION: The City hereby grants to the Applicant the exclusive right and
privilege to conduct the Air and Sea Show annually for an initial period of five(5)years, subject to
the following conditions:
a. The Applicant may conduct the Air and Sea Show annually for the Term of this
Agreement, unless the City Commission decides to discontinue the Air and Sea
Show with notice to the Applicant, following the conclusion of the first Air and Sea
Show. The only method for any such cancellation of the Agreement pursuant to this
Section 20(a) is by motion approved by the City Commission. The City shall notify
Page 12
Page 738 of 1862
the Applicant of its intent to cancel the Air and Sea Show prior to July 30 of the year
preceding the next scheduled Air and Sea Show. However,in all instances City shall
have ninety (90) days from the date the last Air and Sea Show ends to notify
Applicant of its intent to cancel. Applicant shall be-given fourteen(14)days'notice of
the City Commission meeting at which such cancellation shall be determined. If City
elects to discontinue, City shall not produce or permit the production of an air and
sea show on City's beach for two(2)calendar years after the year the last Event is
produced by the Applicant.
b. The Applicant may elect, during the Term of this Agreement, to terminate this
Agreement and no longer conduct the Air and Sea Show. If the Applicant elects to
terminate this Agreement,the Applicant shall notify the City in writing of such election
prior to the July 15 of the year preceding the next Air and Sea Show Event. If the
Applicant elects not to conduct the Air and Sea Show in a particular year or elects
not to seek an extension of the terms of this Agreement, this Agreement will
automatically terminate.
c. Termination for Cause: If either party fails to perform in accordance with the
requirements of this Agreement or fails to comply with any applicable laws(any such
failure to perform or comply with applicable laws hereby constituting a"Default"),the
non-defaulting party shall give written notice thereof to the defaulting party,
identifying the nature of the default("Notice of Default").
1. If,after delivery of the Notice of Default,the defaulting party fails to promptly
commence and thereafter complete the curing of such Default within a
reasonable period of time,not to exceed thirty(30)days after delivery of the
Notice of Default or,if such Default is not capable of being cured within such
thirty (30) day period, the defaulting party fails to undertake within such
period to effect a cure,and diligently and in good faith prosecute the same to
conclusion no later than sixty(60) days following delivery of the Notice of
Default, then the non-defaulting party may terminate this Agreement for
cause at any time following the expiration of the cure period specified in the
Notice of Default or as provided in this Section 20(d).
2. If either party commits a Default during the term of this Agreement and cures
the Default within the cure period, and subsequently commits a Default of a
similar nature, then the non-defaulting party shall have the sole option and
discretion to terminate this Agreement for cause effective immediately,
without providing the defaulting party with the opportunity to cure the
subsequent Default. If the default is of a nature that cannot be cured, such
as fraud or a material misrepresentation in connection with either party's
performance under this Agreement, or a failure to have met the minimum
room block requirements set forth in Section 27 below, the non-defaulting
party shall be entitled to immediately terminate this Agreement for cause,
and such termination shall be effective upon receipt of the termination notice
and no cure period shall apply.
3. Upon termination, the defaulting party shall remain liable for all damages,
costs and expenses, including reasonable attorneys fees, arising out of or
related to its Defaults under this Agreement, and the non-defaulting party
Page 13
Page 739 of 1862
shall be fully discharged from any and all liabilities, duties, or obligations
arising out of,or by virtue of,this Agreement.
21. GOVERNING LAW AND ATTORNEY'S FEES: This Agreement shall be governed by the
laws of the State of Florida, with venue lying in Miami-Dade County. In the event of any dispute
which arises out of this Agreement, the prevailing party shall be entitled to reasonable attomey's
fees and costs, including bankruptcy and/or appeal if any.
22. ASSIGNMENT: No assignment of the rights, interest or obligation under this Agreement
shall be made by either party without the written consent of the other.
23. AMENDMENT: No modification amendment or alteration of the terms or conditions
contained herein shall be effective unless contained in a written document executed by the parties
hereto, with the same formality and of equal dignity herewith.
24. EXTENT OF AGREEMENT: This Agreement represents the entire and integrated
Agreement between City and Applicant and supersedes all prior negotiations, representations or
agreements either written or oral.
25. NOTICE: Whenever any party desires to give notice to any other party, it must be given by
written notice sent by registered United States mail,with return receipt requested,addressed to the
party for whom it is intended at the place designated below and the place so designated shall
remain such until they shall have been changed by written notice in compliance with the provisions
of this section. For the present, the parties designate the following as the respective places for
giving notice:
CITY:
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: City Manager
APPLICANT:
A National Salute to America's Heroes, LLC,
a Florida Limited Liability Company
do Michael I. Kotler, Esquire
54 SW Boca Raton Boulevard
Boca Raton, Florida 33432
26. CORPORATE STATUS: This Agreement shall automatically terminate if,within thirty(30)
days from execution of this Agreement,Applicant does not provide City with proper certification from
the State of Florida that Applicant has registered to do business in the State of Florida.
27. ROOM BLOCK REQUIREMENT: For each Event, Applicant shall be responsible for
generating event room blocks at hotels located within the City of Miami Beach, in the minimum
amount of(a)one thousand (1,000)room nights on the peak night of the Event Period (with such
peak night during the Event Period to be selected by Applicant);and(b)thirty-five hundred(3,500).
room nights over the course of the Event Period. Within thirty(30)days following the completion of
each Event,Applicant shall provide the City all supporting documentation verifying compliance with
Page 14
Page 740 pf 1862
the foregoing minimum room block requirements. In the event the Applicant fails to meet the
minimum room block requirements set forth herein,the City Manager may terminate this Agreement
for cause pursuant to Section 20(c)(2).
IN WITNESS OF THE FOREGOING,the parties have set their hands and seals the day and
year first written above.
CITY OF MIAMI BEACH, FLORIDA,
ATTEST: a municipal corporation of the S e ' r•rida
I .
a
By: L. By:
-afael E. Granado, ity Cle .. ,,,� Philip Levine, - •,
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'•, ;= ZONAL SALUTE TO AMERICA'S HEROES,
ATTEST: 26• ., a Florida Limited Liability ompany
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By. B y.
Print Name: 4C41-e MVO/VP( Prin
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APPROVED AS TO
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city Attorney 40 Date
Page 15
Page 741 of 1862
AMENDMENT NO. 6 TO THE AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH, FLORIDA
AND
A NATIONAL SALUTE TO AMERICA'S HEROES, LLC
This Amendment No. 6 ("Amendment") to the Agreement dated February 1, 2016, by and
between the City of Miami Beach, Florida ("City") and A National Salute to America's Heroes, LLC,
a Florida limited liability company (the "Applicant" or "Producer"), is entered into this day of
, 2024.
RECITALS
WHEREAS, on or about February 1, 2016, the City and the Producer, a for-profit entity of
the State of Florida, executed an Agreement with respect to the production of an annual Air& Sea
show'.event•(each, an "Event"-or"Annual Show") subject to the terms-and-conditionstherein;-and4,
•
WHEREAS; Amendment No. 1: to the Agreement was approved by the Mayor and City
Commission on`April 26, 120,117, via'Resolution No!` 201�7-29848, ;and provided for the waiver of
special event permit fees for the 2017 Annual Show; ands 1•
•
WHEREAS,on November 3, 2017, the'City and Producer,executed Amendment No. 2 to
the Agreement, delineating the�terms,of an expanded Annual Show,for the 2018 Event.activation;
•' r and
' f +
- 'WHEREAS Amendment No..3 to the Agreement, entered into on March 29, 2018,`set forth
the terms for a.concert to take place during the 2018 Annual Show; and
WHEREAS, on July 2, 2018, the Mayor and the City Commission, adopted Resolution No.
2015-29226, directing the Administration to negotiate revisions to the Agreement for the 2019
Annual Show activation, and further specified that no City funding would be provided for any concert
that may be produced in conjunction with the Annual Show, if any; and
WHEREAS, on September 21, 2018, the Mayor and City Commission adopted Resolution
No. 2018-30509, approving the terms and conditions for the activation and City sponsorship of the
2019 Annual Show,which took place May 25-26, 2019, including the City's payment of a maximum
not to exceed amount of$350,000.00 for Event-related Public Services, as well as a City waiver of
special event permit fees estimated to total $154,062.00, which was memorialized in Amendment
No. 4 to the Agreement; and
WHEREAS, due to the COVID-19 pandemic, on or about April 6, 2020, in consultation with
the Producer, the City exercised the force majeure provision of the Agreement and cancelled the
2020 Annual Show; and
WHEREAS, on April 22, 2020, the Mayor and City Commission adopted Resolution No.
2020-31231, approving Amendment No. 5 to the Agreement; said Amendment approving a three
8
Page 742 of 1862
(3) year extension of the Agreement, and specifying the terms and conditions for the activation for
the 2021-2023 Annual Shows, including the City's payment of a maximum contribution of$350,000
for Event-related public services for each Annual Show; and
WHEREAS, upon presenting the draft Amendment No. 5 to the Producer, the Producer
advised that it was under the impression that the City Commission's extension of the Agreement
would include the 2024 Annual Show; and
WHEREAS, on April 29, 2021, the Mayor and City Commission adopted Resolution No.
2021-31673, authorizing an amendment to the Agreement for the sole purpose of including the 2024
Air and Sea Show event to the scope of the Agreement, on the same terms and conditions as
applicable to the 2021-2023 Annual Shows, to take place during Memorial Day weekend of each
year; and
WHEREAS, on May 4, 2021, the City and Producer executed Amendment No.5,
incorporating the 2021-2024 Annual Shows into the Agreement; and
.__WHEREAS, the term of the Agreement has_expired with the.2024_Annual_Show and_the
Producer has requested that the.term;of the Agreenientbe extended'concurrent with the Produces
renewal of the title Sponsor, Hyundai, for the years 2025, 2026, and 2027; and
WHEREAS,-the Annual Shows have provento\be-a positive activation for the City in the last
five 1 years, and on June 26, 2024, the Mayor and ',City Commission adopted Resolution No.
! ,1 approving,__ in substantial form, this Amendment to the Agreement; said
Amendment extending the term of the Agreement to run concurrent with the Hyundai sponsorship
foran•additional three (3)years to include 2025,,2026, and-2027.
i i i
f 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 Producer hereby agree to this'Amendment, as follows:
I. ABOVE RECITALS.
The above recitals are true and correct and are incorporated as part of this Amendment.
II. MODIFICATIONS.
A. The City's current Special Event Rules and Regulations,as referenced in Subsection
4(f) of the Agreement are attached hereto as Exhibit "E", subject to amendment by the City from
time to time.
B. The first sentence of Section 20 (TERM AND TERMINATION)and Subsection (a)therein
is hereby deleted in its entirety and replaced as follows:
20. TERM AND TERMINATION: The City hereby grants to the Producer the exclusive
right and privilege to conduct the Air and Sea Show annually, during the Memorial Day
weekend, for the years 2016—2027, subject to the following conditions:
8
Page 743 of 1862
a. Prior to the September 15t of each year preceding the next Annual Show, the
City Commission, at its sole and absolute discretion, may terminate this
Agreement for its convenience upon written notice to the Producer. The only
method for any such cancellation of the Agreement for the City's
convenience shall be by motion approved by the City Commission, prior to
the September 15th of each year preceding the next Annual Show. The
Producer shall be given fourteen (14) days advance notice (via email to
mickey(c�mdmgroup.com) of the City Commission meeting at which such
cancellation shall be determined. If the City elects to terminate this Agreement
for its convenience prior to the expiration of the Term, the City shall not
produce or permit another Air & Sea Show on the City's beach for two (2)
calendar years after the last Event is produced by the Producer.
C. Section 30(NO DISCRIMINATION)is hereby deleted in its entirety and replaced with
the following:-,, .. -
30.;NO DISCRIMINATION: ,r 's. I •`;
a. In''connection with the performance of,the Services, Producer shall not exclude
from participation in,'deny the benefits of..\or subiect to discrimination anyone on
the'grounds of race, color, national`origin, `sex, age, disability„religion, income or
• family status.
b. Additionally, Producer shall corriplpfullyWith the Citvof Miami Beach Human'Rights
Ordinance,;codified in Chapter`62 of-the-City Code, as'may be amendedifrom time
to time, prohibiting' discrimination in 'eniployrnent (including independent
contractors), housing:public.accommodations public services, and in connection
with its membership or.`policies because of actual or perceived race, color, national
- origin, religion, sex, intersexuality, gender identity, sexual orientation, marital and
familial status, age, disability, ancestry, height,weight, hair texture and/or hairstyle,
domestic partner status, labor organization membership, familial situation, or
political affiliation.
IV. 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.
8
Page 744 of 1862
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 E. Granado, City Clerk Steven Meiner, Mayor
Date
}
r
FOR PRODUCER:;' �` .'` + I,. A5. NATIONAL iSALUTE TO AMERICA'S
'; r' :. f' 'HEROES, LLC
ATTEST: ;� 4
By: - ; '
. - Rickelle`Williams, Interim City Manager
Print Name Print Name
Date
8
Page 745 of 1862
EXHIBIT E
Special Event Rules and Regulations
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Page 746 of 1862
•
EXHIBIT F
Scope of Services for the 2025-2027 Annual Shows
A. Subject to the Producer's compliance with the City's special event permitting
requirements, including any approvals, permit conditions or requirements of any regulatory
agencies having jurisdiction(including,without limitation,the City's Fire Department, Public Works
Department, or Building Department; or any other State, County or City emergency
management orders, curfews or other protocols)("Agencies Having Jurisdiction"),and further
subject to theCityapproval process provided for in the Agreement(including Section 4 thereof)
as amended herein, the City agrees to the following programmatic scope of activation related
to the 2025-2027 Annual Shows:
1. Notwithstanding any provision to the contrary in the Agreement, the
"Event Site" for the Annual Show shall mean the area east of the eastern boundary of the
sidewalks-along Ocean Drive; from 10th Street to 14th Place, limited by the-waterline-. For
the Annual Shows, the Producer agrees to not activate or use the area eastof__the, eastern.
boundary of the•sidewalks along Ocean Drive, from 5th`,Street through the southern end of 10th
Street, and the 'area easi of the eastern bounda"ry•,of`,the sidewalks along Ocean Drive on
15th:Street, as such areas` shall not' included as part of the Event Site for the Annual
y
Shows. : , I 1
' ( 2. % Notwithstanding any provision to:the contrary in-the Agreement, the
City agrees that'it Will not hold any other special-event east of';the eastern boundary of the
sidewalks along/Ocean Drive, from 5.th to 15th Street,during the'Event Period for the Annual
Shows,with the exception of(a)City of Miami,Beach's activation of an event between Oh 'Street
and.7h Street in-conjunction with a local radio station, which event may take place from the
Friday before Memorial bay through-Memorial Day, and which may consist of a booth With a
live broadcast of music (between 10:00 a.m. and 5 p.m.); local radio talent, positive beach
safety messaging about Memorial Day Weekend; and other"fun" or "upbeat" activities; (b)
up to three (3) activations of City-sponsored cultural programming, mutually agreed by the
parties, which may take place each day of the Annual Shows, at mutually agreed-upon
designated areas between 5th Street and 6th Street; and (c)the City's Parks & Recreation
Department programming, mutually agreed by the parties, of activities for children, at a
mutually agreed-upon designated area between 10th Street and 14th Street; provided,
however, that such City children's programming does not conflict with Producer's
sponsorships for the Annual Show. City shall provide Producer with details of the final
cultural and children's programming line-up, if any, including a description of the
programming, the location and scheduled hours thereof, no laterthan ninety (90) days prior
to the first day of each Annual Show. Producer agrees to provide information highlighting
the cultural programming on its website. Except as specified herein, nothing herein shall
limit the City's approval of special events taking place anywhere within the City of Miami
Beach during Memorial Day Weekend.
3. The Restricted Event Area for each Annual Show, as such Restricted Event
Area is defined in Section 2(n)of the Agreement, may include a ticketed area and concert stage
8
Page 747 of 1862
as part of each Annual Show, with live music performances from 4 p.m. to 9 p.m. on Saturday
and/or Sunday of each Memorial Day Weekend, and which concert may be followed by a
fireworks display on Saturday and/or Sunday of each Memorial Day Weekend, formally
concluding at 9:30 p.m. each night. Subject to mutual agreement between the City and Producer,
the live performances between 4 p.m. and 6 p.m. may include City-sponsored cultural
programming. As any concert produced as part of each Annual Show would be taking place on
public property pursuant to a City special event permit, the City Manager shall have the right to
approve the elements of any concert activation, including the artist line-up and other concert
programming, to ensure any such concert promotes a safe environment and is of high quality,
professional, and suitable for as wide an audience as possible (including audiences of all ages).
Producer shall submit its proposed concert programming elements, including the proposed artist line-
up, to the City for its approval no later than ninety (90) days prior to the Annual Show. The City
Manager shall either approve or reject any specific concert programming elements within ten(10)
business days of Producer's submission. If the City Manager has not objected to any concert
element within ten (10) business days following Producer's written submission of the proposed
concert`elements, such elements shall be deemed approved,
. 4. If a concert event is approved by the City Manager as part of the Annual-Show,
the- Producer 'shall complete its breakdown and load-out of the;concert stage and related
•
structures, not late',than:120 hours,following conclusion:of each Annual Show. For each Annual
Showt where a concert element is approved by��the`\City Manager, the Parties anticipate the
! t i
concert stage, and related structures will be,generally located between 10th Street and 11th
Street. All other facilities-or;structures shall be;removed.in accordance-with Section 9(b) of the
Agreement. I
5. ` •
Subject to *limitations required by any Agencies Having Jurisdiction
(including U.S.-. Coast Guard or Marine Patrol), Producer's proposed powerboat and jetski
1•
demonstrations in the ocean shall begin no,earlier than 10:00 a.'m.'and shall end n6 later than
4:00 p.m.on each Saturday'and Sunday of each Annual Show.
6. The Lummus Park portion of the Event Site may include, among other
corporate sponsor components to be submitted for approval by the City Manager, along with the
Producer's Event Site Plan, an interactive athletic venue,featuring an"extreme sports"exhibition,
and athletic/cross-fit style obstacle course.
a. Producer, as part of its Special Event Permit Application, shall include a
safety plan, a risk management plan, and details concerning the
qualifications and experience of the third-party vendors that will be involved
in the production of any of the foregoing athletic activities.
b. All persons participating in any"extreme sports"or athletic activity shall be
required, as a condition of their participation in such activities, to execute
a waiver and release of liability in favor of the Producer and the City of
Miami Beach, in a form acceptable to the City.
c. A "military display village" area, featuring all branches of the U.S. Armed
Forces, sponsor tents and related activations, may be located to the east
side sidewalk of Ocean Drive, from 10th Street to 14th Street, within the
Producer's Event Site Plan.
8
Page 748 of 1862
1. If the Producer successfully plans with respect to broadcasting any portion
of the Annual Show, the City Manager's prior written approval shall be
required with respect to any use of the City's name or logo as part of
the broadcast.
2. Upon mutual agreement of the City Manager and the Producer, the
programming for each Annual Show may include a designated
"children's water zone," for children-focused activities, provided,
however, that in the event the City and Producer mutually agree to
proceed with any such children's activities, the City, through its Parks
and Recreation Department, shall be responsible for activities
involving the direct supervision of children.
7. The Producer shall exercise its best efforts to work with veteran's groups,
including the Salute 365 Foundation, a 501(c)3 not-for-profit organization, and others, to
incorporate, as part of the programming approved pursuant to the Scope of Services for
each Annual Show, charitable components to benefit veteran groups.
dry ..
a Y 8 Notwithstanding the timelines_set forth in Sections-4,1.5_and 6 of_the
Agreement with respect to jthe submission to the City its proposed Event Site Plan, Public
Safety Plan, and MOT Plan (collectively, the "Event Plans") for each Annual Show, Producer
shall ;provide the City, with its r'peliminary Event';Plans, and any other deliverable
contemplated in Section:'4, 5 ,and 6 of the)•'Agreement, within 120 days prior to the
commencement'of the Event Period for each Annual',Show, in order to provide the pity and
Agencies Having Jurisdiction with,the opportunity_to review and comment on the Producer's
preliminary Event Plans With respect to the/IV1OT Plan;the City shall, no later than December
1 of the year immediately.; prior to°the year; of an Event;, provide Producer with additional
guidance as to,°specific item's the City expects'to be included in the preliminary MOTIPlan.
9. The' Producer:,shall 'submit its final Event Plans, and any other
deliverables contemplated in Sections 4, 5 and 6 of the Agreement, no later than 60 days
priorto the commencement of the Event Period for each Annual Show.
10. As part of its Event Site Plan for the Annual Show, Producer agrees
that its placement of Mobi-mats shall, in addition to accommodating ingress/egress to the
Restricted Event Area, also accommodate the needs of persons with disabilities at the Event
Site(sufficient to permit persons with disabilities to view the activities at each Annual Show).
11. Any changes to the scope of the activation set forth herein, including
changes to the footprint of the Annual Show, hours of operation, days of use, or
programming uses, shall require the City Commission's prior approval.
B. City's Permit Fee Waivers.
City hereby waives the following City of Miami Beach Special Event Permit fees
(collectively, "City's Permit Fee Waivers") for each Annual Show, Application Fee, Permit
Fee, Vehicle Beach Access Pass Fee, Lummus Park User Fee, and Square Footage Fees.
8
Page 749 of 1862
*The foregoing waivers do not include, and Producer shall remain responsible for, any applicable
Building Department fees (which are not waivable), or the contractual displacement fee due
to the City's exclusive beachfront concessionaire, Boucher Brothers, for the Producer's use of
beach areas otherwise exclusively assigned to the Boucher Brothers as exclusive
. concession areas. The City agrees to waive its portion of the Boucher Brothers displacement
fee that would be due to the City as a concession fee. Moreover, if prior to each Annual Show,
the City Commission amends the City's Special Event Guidelines and approves any
adjustment to any of the foregoing fees, the total fees waived above shall be adjusted
accordingly.
C. Notwithstanding any provision to the contrary in the Agreement, and except
with respect to the City's Permit Fee Waivers, the City's responsibility for the costs and
expenses for personnel, staffing or services for public safety, Police, Fire, Ocean Rescue,
Sanitation (trash removal, debris clean-up, recycling, and post-event sand sifting outside of
the Restricted, Event Area);.-sod;_:landscaping,or irrigation line replacement, emergency'
management, or-,any ancillary services related to any of the foregoing for each-Annual Show'
(collectively, the "Event-Related l utilic Services"), shall be limited to the not-to-exceed
amount of $350,000 (City's Maximum Contribution), with such annual funding;to be
subject to and contingent upon a budget appropriation by the:,City Commission, at its sole
disetion. ? r cr
D. Producer further acknowledges:and agrees that-the City's approval of the
activation for each Annual Show as provided herein is expressly contingent upon; and in
reliance of, the City's contributions,being'limited to the City's Permit Fee Waivers and the
City's Maximum Contribution for Event-Related Public Services;'as mutually agreed upon
herein.for each Annual Show. - ' _ . ;
E. Except with respect to the City's Permit Fee Waivers and the City's Maximum
Contribution, and notwithstanding any provision to the contrary in the Agreement, as amended,
the Producer shall be solely responsible for all costs and expenses relating to its activation,
operation and production of each Annual Show, including, without limitation, all costs that
are the responsibility of the Producer(or"Applicant")as providedin the Agreement(including,
without limitation, temporary public sanitary facilities required under Section 8(a) of the
Agreement,the clean-up costs attributable to Applicant under Section 8(b)of the Agreement,
privately-contracted security to provide public safety within the Restricted Event Area, in
accordance with Section 5 of the Agreement, any parking spaces approved for use pursuant
to Section 7 of the Agreement, and any other item that is the express responsibility of the
Applicant under the Agreement); all fees that are not included in the City's Permit Fee Waivers
or that arein excess of the amounts specified for the City's Permit Fee Waivers, and all costs
and expenses related to the Event-Related Public Services in excess of the City's Maximum
Contribution (each such cost or expense, individually and collectively, hereinafter referred to
as the"Producer's Expenses").
8
Page 750 of 1862
c. The City's anticipated Event-Related Public Services for each Annual Show
are estimated to be less than$350,000, based on the costs incurred for Event-Related Public
Services for prior Annual Shows. Producer further acknowledges thatthis amount is merely an
estimate and is subject to change, as the Producer has not yet submitted, and the City has not
reviewed, the proposed final Event Plans for future Annual Shows.
i. As provided in the Agreement, and as public safety-related matters lie
within the sole and absolute discretion of the City, the City Manager's determination as to the
level of staffing or personnel required for any of the Event-Related Public Services shall be
final and binding upon the Producer. To the extent that the City anticipates, at any time prior to
each Annual Show, that due to the City's then-prevailing assessment of general risks or threat
levels, additional Police, Fire or Ocean Rescue personnel is required for an Annual Show, such
that the expenses for the Event-Related Public Services on account of such Police, Fire,
Ocean Rescue, or Emergency Management personnel may exceed the City's Maximum
Contribution,,then the Producer-shall be responsible for the cost of such additional;.Police;
•
Fire, or Ocean;Rescue!costs In no event shall'the City be responsible or have owe
•
any liability or,,obligation to the Producer for any of the Producer's Expenses, or for
•
any amount in excess-of the City's Maximum Contribution;With respect to the?costs for
Event-Related Public Services. •
1
1 ; F q i.
Following the City's review of the Producer's: submission; of the
preliminaryor final'.Event Plans,to'the extent the:City anticipates that the expenses for,Event-
Related Public,Services may exceed the City's'Maximum Confriblution for reasons�related to
spiecific proposed items_in the Producer's ry'prelimina •or,finalt Event Plans (which,-vary the
scope.of the Event Plans:based upon the Scope of Services set forth herein (including, by
way of.example, a proposed expansion of`the footprint, extended hours, or additional_days for
the Annual Show), or due to other scope changes outside of the Scope of Services set
forth herein which are requested by the Producer,then in such event, the City shall provide
the Producer with notice, via email to mickey@mdmgroup.com, of the City's updated estimate
for the Event-Related Public Services, and the estimated portion in excess of the City's
Maximum Contribution for which the Producer shall be solely responsible for, as part of the
Producer's Expenses ("Notice of Estimate").
iii. The Producer shall have the option, within fifteen (15) calendar days
following the City's delivery to Producer of a Notice of Estimate, to either(i) provide a written
response to the City confirming that the Producer accepts the amounts identified as
Producer's Expenses as set forth in the Notice of Estimate; or (ii) submit modified Event Plans
to the City for its review, with proposed reductions to the scope of the activation of the Annual
Show (such as reductions with respect to its footprint, hours of operation, or programmatic
plan), as may be necessary for the corresponding Event-Related Public Services for the Annual
Show, as modified, to be implemented within the City's Maximum Contribution (thereinafter,
the "Modified Event Plan"). If Producer accepts its responsibility for expenses identified as
Producer's Expenses pursuant to a Notice of Estimate, Producer shall pay the City,within sixty
8
Page 751 of 1862
(60)days prior to that year's Annual Show, a deposit consisting of fifty percent (50%) of the
amounts identified as Producer's Expenses in the Notice of Estimate (the"Deposit").
4. If the Producer submits a proposed Modified Event Plan for the Annual
Show pursuant to Subsection F.3 above, and if the City Manager is amenable in principle to
the proposed Modified Event Plan (subject to review and approval by any Agencies Having
Jurisdiction), then the City shall provide the Producer with an updated Notice of Estimate
with respect to the corresponding Event-Related Public Services for the proposed Modified
Event Plan, within fourteen (14) days of Producer's submission to the City of the proposed
Modified Event Plan, to permit Producer to review the City's updated estimate of expenses
related thereto,in accordance with the process set forth in this Subsection F.
5. Within ten (10) business days following the Producer's submission of
the preliminary Event Plans, the City shall provide Producer with a Notice of Estimate and
shall follow-the process set forth in;.this Section F with respect to expenses;for Event-Related
Public:Services`., If, for Ithe reasons specified ,pursuant to Subsection-F.2 hereof; the City
provides the Producer with a Notice of Estimate'based on the=preliminary Event'Plan and
the.Piroducer fails':to respond to any Notice,of/Estimate within ,fifteen (15) calendar days
following City's delivery to Producer of a Notice of Estimate, or otherwise fails to satisfyany of
the requirements. in Subsection,,,F:3 above,�,within the,timeframe set:_,forth therein"(i.e., by
•either declining !to accept responsibility forAhe Producer's ,Expenses in the Notice of
Estimate, or submit the Deposit; or,by declining-to-submit a Modified Event Plan within the
City's Maximum.Contribution),then„in'such event,the Administration'shall report on theforegoing
status to the City Commission at:the; neXf available City Commission meeting (with email
notice to,the Producer thereof), and Said Annual Show`, at the City Commission's sole and
absolute discretion, may be cancelled forlack of sufficient-funding. In the event the Annual
Show is cancelled pursuant to this subsection, then neither the City nor Producer shall have or
owe any obligation or liability whatsoever to each other.
6. Within ten (10) days following the Producer's submission of its final
Event Plans, as referenced in Section A.9 herein, the City shall provide Producer with an
updated Notice of Estimate. If such proposed final Event Plans include any Producer-
requested scope changes to the activation approved pursuant to Section A herein; if the
Producer fails to respond to any such Notice of Estimate within fifteen (15) calendar days
following City's delivery to Producer of the Notice of Estimate; or otherwise fails to satisfy
any of the requirements in Section F.3 above with respect to such Notice of Estimate, then
the Producer-requested scope changes shall be deemed abandoned, and the proposed
modifications shall not be approved. In such event, the Administration shall report on the
foregoing status to the City Commission at the next available City Commission meeting (with
email notice to the Producer thereof), and said Annual Show, at the City Commission's sole
and absolute discretion, may be cancelled for lack of sufficient funding. In the event the
Annual Show is cancelled pursuant to this subsection, then neither the City nor Producer shall
have or owe any obligation or liability whatsoever to each other.
8
Page 752 of 1862
iv. The City shall provide the Producer with the final accounting (settlement)
for the actual costs and expenses for the Event-Related Public Services (less the amount of
the City's Maximum Contribution and the Deposit, if any) within thirty (30) days after the
conclusion of an Annual Show ("Settlement"). Producer shall have the right to request all
supporting documentation with respect to charges being billed to Producer under this
Agreement. City's invoices shall include a breakdown of charges. The Producer shall pay
any amounts in excess of the City's Maximum Contribution (and Deposit, if any) that are the
responsibility of the Producer, as provided herein, within thirty (30) days of receipt of the
Settlement. Any remaining balance of the Deposit,if any, after crediting all amounts that may
be due to the City hereunder, shall be refunded to the Producer within thirty (30) days of
Producer's receipt of the Settlement. If the Producer fails to pay any undisputed amounts
due to the City hereunder within sixty (60) days following City's delivery to Producer of the
Settlement charges, then the Agreement, as amended, shall be automatically terminated.
j. B.,_ For the avoidance of doubt,the provisions of this Amendment No.:5,iand all
of Ithe subsections thereof, are expressly,'intended to replace, and supersede the
provisions of, Section 17 of the Agreement 'with respect to the reimbursement of
,
expenses. Accordingly, the City and the Producer agree that,the provisions as outlined
in this Scope of{Services shall.govern the parties';obligations with respect to expenses
for. each Annual Show. In addition, subject to and contingent upon a funding
appropriation by the City Commission, at its_sole and absolute discretion, andaprovided
the.City does notiexercise its 'right of termination pursuant to Subsection 20(a) of the
Agreement, the "provisions of this; Scope,�'of Services, shall apply to any subsequent
Annual Show; if'any. {
8
Page 753 of 1862
d. Sponsorship Recognition. In consideration for the City's contribution to each Annual
Show, with a contract value, subject to CPI increase, estimated in an amount of $533, 022
each year, and subject to the approval requirements and other terms and conditions of the
Agreement including, without limitation, Sections 3 and 13 of the Agreement, the City shall
receive sponsorship and media recognition on all media or promotional platforms related to
the Annual Show, and other sponsorship benefits, similar to the sponsorship package offered
to other sponsors providing financial or other support comparable to the City's contribution herein.
Such sponsorship will include Protocol Credentials (Pins) to include fourteen (14) for Mayor
and City Commission, five (5) City Manager and Executive Team and twenty (20)VIP tickets
for all events for the Mayor, Commissioners, and appointed officials, in addition to the
following:
i Print and Media:Recognition. The }City •will receive the -following- sponsorship
recognition in 'any and all punt and media,purchased by the Producer to promote the
Event including:
1. i City.logo o s,r line listing (a `appropriate, as determined by Producer) will
appear with logos or line listings,of, all major,-sponsors in one full-page
advertisement running the weekend of the Annual Show in a newspaper
publication of major circulation,such_as The Miami Herald.
2: City,will receive' recognition (logo Or line-listing as appropriate, !as
determined by;Producer) in select print advertising in local and national
•
- _- publications. City_.will:receive recognition (logo or line-listing as appropriate,
as determined by Producer) in select print promotional materials distributed to
local, national and international media.
3. City will have the opportunity to produce press releases promoting its
participation in the Event. All approved press releases shall be housed on
the Producer's website in the press room.
4. City will receive sponsorship recognition on any billboards promoting the
Event.
5. City will receive sponsorship recognition on Event staging, should the
Producer produce a concert as part of the Event.
6. City will receive sponsorship during live commentaries where sponsors
are recognized at the Event.
2. Electronic Recognition. The City shall receive the following electronic sponsorship
recognition:
C. City logo (or line listing, as appropriate, as determined by the Producer)will
appear on the Producer's website, with a link to the City's website.
JC
Page 754 of 1862
e. City will receive the following recognition on the Producer's Mobile
App, if any is created for the Event.
f. Recognition (logo or line listing, as appropriate, as determined by the
Producer) on the sponsor acknowledgement page.
g. Ads or other mobile packages may be purchased separately.
h. Any logo recognition and link will remain on the Producer website
from the EffectiveDate of this Agreement until July 31, 2027.
3. Concert Tickets, If Producer produces a paid ticketed concert as part of the
Annual Show, City shall receive a minimum of twenty-five (25) complimentary tickets. In
addition, Producer shall offer a 10% discount to members of the military, veterans, and City of
Miami Beach residents.
14
Page 755 of 1862