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Professional Services Agreement between Miami Music Festival, INC and City of Miami Beach 2o2y — 330co1 DocuSign Envelope ID:0CB48E31-408E-4962-B810-9F65F6FD0084 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND MIAMI MUSIC FESTIVAL, INC. DBA MIAMI BEACH CLASSICAL MUSIC FESTIVAL This Professional Services Agreement ("Agreement") is entered into this 27th day of June , 2024 ("Effective Date"), between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation organized and existing under the laws of the State of Florida, having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139 (the "City"), and MIAMI MUSIC FESTIVAL, INC. DBA MIAMI BEACH CLASSICAL MUSIC, a registered Florida not for profit organization, whose address is 1440 Ocean Drive Miami Beach, Fl 33139 ("Consultant") SECTION 1 DEFINITIONS Agreement: This Agreement between the City and Consultant, including any exhibits and amendments thereto. City Manager: The chief administrative officer of the City. City Manager's Designee: The City staff member who is designated by the City Manager to administer this Agreement on behalf of the City.The City Manager's designee shall be the Tourism and Culture Department Director. Consultant: For the purposes of this Agreement, Consultant shall be deemed to be an independent contractor, and not an agent or employee of the City. Services: All services, work and actions by the Consultant performed or undertaken pursuant to the Agreement. Fee: $28,800 Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139; telephone number (305) 673-7000, Ext. 6435; and fax number(305)673-7023 1 DocuSign Envelope ID:0CB48E31-408E-4962-B810-9F65F6FD0084 SECTION 2 SCOPE OF SERVICES 2.1 In consideration of the Fee to be paid to Consultant by the City, Consultant shall provide the work and services described in Exhibit"A" hereto (the "Services"). Although Consultant may be provided with a schedule of the available hours to provide its Services,the City shall not control nor have the right to control the hours of the Services performed by the Consultant; where the Services are performed (although the City will provide Consultant with the appropriate location to perform the Services);when the Services are performed, including how many days a week the Services are performed; how the Services are performed, or any other aspect of the actual manner and means of accomplishing the Services provided. Notwithstanding the foregoing, all Services provided by the Consultant shall be performed in accordance with the terms and conditions set forth in Exhibit"A"and to the reasonable satisfaction of the City Manager. If there are any questions regarding the Services to be performed, Consultant should contact the following person: Lissette Garcia Arrogante Director, Tourism and Culture 1755 Meridian Avenue, 5th Floor Miami Beach, Fl 33139 2.2 Consultant's Services, and any deliverables incident thereto, shall be completed in accordance with the timeline and/or schedule in Exhibit"A" hereto. SECTION 3 TERM The term of this Agreement ("Term") shall commence upon execution of this Agreement by all parties hereto (the Effective Date set forth on p. 1 hereof), and shall have no renewal options, to be exercised at the City Manager's sole option and discretion, by providing Consultant with written notice of same no less than thirty(30)days prior to the expiration of the initial term. Notwithstanding the Term provided herein, Consultant shall adhere to any specific timelines, schedules, dates, and/or performance milestones for completion and delivery of the Services, as same is/are set forth in the timeline and/or schedule referenced in Exhibit "A" hereto. SECTION 4 FEE 4.1 In consideration of the Services to be provided, Consultant shall be compensated on a fixed fee basis, in the amount of$28,800 for a total amount not to exceed $28,800.00. 4.2 INTENTIONALLY OMITTED 4.3 The fee is to be paid in two (2)installments. 50%of the total fee($14,400)to be paid upon execution of the agreement and the remaining 50% of the total fee ($14,400) to be paid upon completion of last scheduled program. 2 DocuSign Envelope ID:0CB48E31-408E-4962-B810-9F65F6FD0084 4.4 INVOICING Upon receipt of an acceptable and approved invoice, payment(s) shall be made within forty-five (45) days for that portion (or those portions) of the Services satisfactorily rendered (and referenced in the particular invoice). Invoices shall include a detailed description of the Services (or portions thereof) provided, and shall be submitted to the City at the following address: Lissette Arrogante, Director Tourism and Culture Department 1755 Meridian Avenue, 5th Floor Miami Beach, FL 33139 lissettearrogante@miamibeachfl.gov SECTION 5 TERMINATION 5.1 TERMINATION FOR CAUSE If the Consultant shall fail to fulfill in a timely manner, or otherwise violates, any of the covenants, agreements, or stipulations material to this Agreement, the City, through its City Manager, shall thereupon have the right to terminate this Agreement for cause. Prior to exercising its option to terminate for cause, the City shall notify the Consultant of its violation of the particular term(s) of this Agreement, and shall grant Consultant ten (10) days to cure such default. If such default remains uncured after ten(10)days, the City may terminate this Agreement without further notice to Consultant. Upon termination, the City shall be fully discharged from any and all liabilities, duties, and terms arising out of, or by virtue of, this Agreement. Notwithstanding the above, the Consultant shall not be relieved of liability to the City for damages sustained by the City by any breach of the Agreement by the Consultant. The City, at its sole option and discretion, shall be entitled to bring any and all legal/equitable actions that it deems to be in its best interest in order to enforce the City's rights and remedies against Consultant. The City shall be entitled to recover all costs of such actions, including reasonable attorneys'fees. 5.2 TERMINATION FOR CONVENIENCE OF THE CITY THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY TIME DURING THE TERM BY GIVING WRITTEN NOTICE TO CONSULTANT OF SUCH TERMINATION; WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30) DAYS FOLLOWING RECEIPT BY THE CONSULTANT OF SUCH NOTICE. ADDITIONALLY, IN THE EVENT OF A PUBLIC HEALTH, WELFARE OR SAFETY CONCERN, AS DETERMINED BY THE CITY MANAGER, IN THE CITY MANAGER'S SOLE DISCRETION, THE CITY MANAGER, PURSUANT TO A VERBAL OR WRITTEN NOTIFICATION TO CONSULTANT, MAY IMMEDIATELY SUSPEND THE SERVICES 3 DocuSign Envelope ID:0CB48E31-408E-4962-B810-9F65F6FD0084 UNDER THIS AGREEMENT FOR A TIME CERTAIN, OR IN THE ALTERNATIVE, TERMINATE THIS AGREEMENT ON A GIVEN DATE. IF THE AGREEMENT IS TERMINATED FOR CONVENIENCE BY THE CITY, CONSULTANT SHALL BE PAID FOR ANY SERVICES SATISFACTORILY PERFORMED UP TO THE DATE OF TERMINATION; FOLLOWING WHICH THE CITY SHALL BE DISCHARGED FROM ANY AND ALL LIABILITIES, DUTIES,AND TERMS ARISING OUT OF, OR BY VIRTUE OF, THIS AGREEMENT. 5.3 TERMINATION FOR INSOLVENCY The City also reserves the right to terminate the Agreement in the event the Consultant is placed either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of creditors. In such event, the right and obligations for the parties shall be the same as provided for in Section 5.2. SECTION 6 INDEMNIFICATION AND INSURANCE REQUIREMENTS 6.1 INDEMNIFICATION Consultant agrees to indemnify, defend and hold harmless the City of Miami Beach and its officers, employees, agents, and contractors, from and against any and all actions (whether at law or in equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees and costs, for personal, economic or bodily injury, wrongful death, loss of or damage to property, which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other wrongful conduct of the Consultant, its officers, employees, agents, contractors, or any other person or entity acting under Consultant's control or supervision, in connection with, related to, or as a result of the Consultant's performance of the Services pursuant to this Agreement. To that extent, the Consultant shall pay all such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses, and shall pay all costs and attorneys' fees expended by the City in the defense of such claims and losses, including appeals. The Consultant expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Consultant shall in no way limit the Consultant's responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents, and instrumentalities as herein provided. The parties agree that one percent(1%)of the total compensation to Consultant for performance of the Services under this Agreement is the specific consideration from the City to the Consultant for the Consultant's indemnity agreement. The provisions of.this Section 6.1 and of this indemnification shall survive termination or expiration of this Agreement. 6.2 INSURANCE REQUIREMENTS The Consultant shall maintain and carry in full force during the Term, the following insurance: 1. Consultant General Liability, in the amount of$1,000,000; 2. Workers Compensation & Employers Liability, as required pursuant to Florida Statutes. 4 DocuSign Envelope ID:0CB48E31-408E-4962-B810-9F65F6FD0084 The insurance must be furnished by insurance companies authorized to do business in the State of Florida. All insurance policies must be issued by companies rated no less than "A-" as to management and not less than "Class VI" as to strength by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All of Consultant's certificates shall contain endorsements providing that written notice shall be given to the City at least thirty(30)days prior to termination, cancellation or reduction in coverage in the policy. The insurance certificates for General Liability shall include the City as an additional insured and shall contain a waiver of subrogation endorsement. Original certificates of insurance must be submitted to the City's Risk Manager for approval (prior to any work and/or services commencing)and will be kept on file in the Office of the Risk Manager. The City shall have the right to obtain from the Consultant specimen copies of the insurance policies in the event that submitted certificates of insurance are inadequate to ascertain compliance with required coverage. The Consultant is also solely responsible for obtaining and submitting all insurance certificates for any sub-consultants. Compliance with the foregoing requirements shall not relieve the Consultant of the liabilities and obligations under this section or under any other portion of this Agreement. The Consultant shall not commence any work and or services pursuant to this Agreement until all insurance required under this section has been obtained and such insurance has been approved by the City's Risk Manager. SECTION 7 LITIGATION JURISDICTIONNENUE/JURY TRIAL WAIVER This Agreement shall be construed in accordance with the laws of the State of Florida. This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. By entering into this Agreement, Consultant and the City expressly waive any rights either party may have to a trial by jury of any civil litigation related to or arising out of this Agreement. SECTION 8 LIMITATION OF CITY'S LIABILITY The City desires to enter into this Agreement only if in so doing the City can place a limit on the City's liability for any cause of action,for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds the sum of $10,000. Consultant hereby expresses its willingness to enter into this Agreement with Consultant's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of$10,000. Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant hereby agrees that the City shall not be liable to the Consultant for damages in an amount in 5 DocuSign Envelope ID:0CB48E31-408E-4962-B810-9F65F6FD0084 excess of$10,000 for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida Statutes. SECTION 9 DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS/PATENT RIGHTS; COPYRIGHT; AND CONFIDENTIAL FINDINGS • 9.1 DUTY OF CARE With respect to the performance of the Services contemplated herein, Consultant shall exercise that degree of skill, care, efficiency and diligence normally exercised by reasonable persons and/or recognized professionals with respect to the performance of comparable work and/or services. 9.2 COMPLIANCE WITH APPLICABLE LAWS In its performance of the Services, Consultant shall comply with all applicable laws, ordinances, and regulations of the City, Miami-Dade County, the State of Florida, and the federal government, as applicable. 9.3 PATENT RIGHTS; COPYRIGHT; CONFIDENTIAL FINDINGS Any work product arising out of this Agreement, as well as all information specifications, processes, data and findings, are intended to be the property of the City and shall not otherwise be made public and/or disseminated by Consultant, without the prior written consent of the City Manager, excepting any information, records etc. which are required to be disclosed pursuant to Court Order and/or Florida Public Records Law. All reports, documents, articles, devices, and/or work produced in whole or in part under this Agreement are intended to be the sole and exclusive property of the City, and shall not be subject to any application for copyright or patent by or on behalf of the Consultant or its employees or sub-consultants,without the prior written consent of the City Manager. SECTION 10 GENERAL PROVISIONS 10.1 AUDIT AND INSPECTIONS Upon reasonable verbal or written notice to Consultant, and at any time during normal business hours(i.e. 9AM—5PM, Monday through Fridays,excluding nationally recognized holidays), and as often as the City Manager may, in his/her reasonable discretion and judgment, deem necessary, there shall be made available to the City Manager, and/or such representatives as the City Manager may deem to act on the City's behalf, to audit, examine, and/ or inspect, any and all other documents and/or records relating to all matters covered by this Agreement. 6 DocuSign Envelope ID:0CB48E31-408E-4962-B810-9F65F6FD0084 Consultant shall maintain any and all such records at its place of business at the address set forth in the "Notices" section of this Agreement. 10.2 INSPECTOR GENERAL AUDIT RIGHTS (A) Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has established the Office of the Inspector General which may,on a random basis, perform reviews,audits, inspections and investigations on all City contracts, throughout the duration of said contracts. This random audit is separate and distinct from any other audit performed by or on behalf of the City. (B) The Office of the Inspector General is authorized to investigate City affairs and empowered to review past, present and proposed City programs, accounts, records, contracts and transactions. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor City projects and programs. Monitoring of an existing City project or program may include a report concerning whether the project is on time, within budget and in conformance with the contract documents and applicable law. The Inspector General shall have the power to audit, investigate, monitor, oversee, inspect and review operations,activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the Consultant, its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, the City is allocating a percentage of its overall annual contract expenditures to fund the activities and operations of the Office of Inspector General. (C) Upon ten (10) days written notice to the Consultant, the Consultant shall make all requested records and documents available to the Inspector General for inspection and copying. The Inspector General is empowered to retain the services of independent private sector auditors to audit, investigate, monitor, oversee, inspect and review operations activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal)submittals, activities of the Consultant its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. (D) The Inspector General shall have the right to inspect and copy all documents and records in the Consultant's possession, custody or control which in the Inspector General's sole judgment, pertain to performance of the contract, including, but not limited to original estimate files, change order estimate files, worksheets, proposals and agreements from and with successful subcontractors and suppliers, all project-related correspondence, memoranda, instructions, financial documents, construction documents, (bid/proposal) and contract documents, back-change documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records and supporting documentation for the aforesaid documents and records. 7 DocuSign Envelope ID:0CB48E31-408E-4962-B810-9F65F6FD0084 (E) The Consultant shall make available at its office at all reasonable times the records, materials,and other evidence regarding the acquisition (bid preparation)and performance of this Agreement, for examination, audit, or reproduction, until three (3) years after final payment under this Agreement or for any longer period required by statute or by other clauses of this Agreement. In addition: if this Agreement is completely or partially terminated, the Consultant shall make available records relating to the work terminated until three (3) years after any resulting final termination settlement; and ii. The Consultant shall make available records relating to appeals or to litigation or the settlement of claims arising under or relating to this Agreement until such appeals, litigation, or claims are finally resolved. (F) The provisions in this section shall apply to the Consultant, its officers, agents, employees, subcontractors and suppliers. The Consultant shall incorporate the provisions in this section in all subcontracts and all other agreements executed by the Consultant in connection with the performance of this Agreement. (G) Nothing in this section shall impair any independent right to the City to conduct audits or investigative activities. The provisions of this section are neither intended nor shall they be construed to impose any liability on the City by the Consultant or third parties. 10.3 ASSIGNMENT, TRANSFER OR SUBCONSULTING Consultant shall not subcontract, assign, or transfer all or any portion of any work and/or service under this Agreement without the prior written consent of the City Manager, which consent, if given at all, shall be in the Manager's sole judgment and discretion. Neither this Agreement, nor any term or provision hereof, or right hereunder, shall be assignable unless as approved pursuant to this section, and any attempt to make such assignment (unless approved) shall be void. 10.4 PUBLIC ENTITY CRIMES Prior to commencement of the Services, the Consultant shall file a State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes with the City's Procurement Division. 10.5 NO DISCRIMINATION In connection with the performance of the Services, the Consultant shall not exclude from participation in, deny the benefits of, or subject to discrimination anyone on the grounds of race, color, national origin, sex, age, disability, religion, income or family status. Additionally, Consultant shall comply fully with the City of Miami Beach Human Rights Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time, prohibiting discrimination in employment, housing, public accommodations, and public services on account of actual or perceived race, color, national origin, religion, sex, intersexuality, gender 8 DocuSign Envelope ID:0CB48E31-408E-4962-B810-9F65F6FD0084 identity, sexual orientation, marital and familial status, age, disability, ancestry, height, weight, domestic partner status, labor organization membership, familial situation, or political affiliation. 10.6 CONFLICT OF INTEREST Consultant herein agrees to adhere to and be governed by all applicable Miami-Dade County Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami-Dade County Code, as may be amended from time to time; and by the City of Miami Beach Charter and Code, as may be amended from time to time; both of which are incorporated by reference as if fully set forth herein. Consultant covenants that it presently has no interest and shall not acquire any interest, directly or indirectly, which could conflict in any manner or degree with the performance of the Services. Consultant further covenants that in the performance of this Agreement, Consultant shall not employ any person having any such interest. No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefits arising therefrom. 10.7 CONSULTANT'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW (A) Consultant shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. (B) The term "public records" shall have the meaning set forth in Section 119.011(12), which means all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business of the City. (C) Pursuant to Section 119.0701 of the Florida Statutes, if the Consultant meets the definition of"Contractor" as defined in Section 119.0701(1)(a), the Consultant shall: (1) Keep and maintain public records required by the City to perform the service; (2) Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law; (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the contract term and following completion of the Agreement if the Consultant does not transfer the records to the City; (4) Upon completion of the Agreement, transfer, at no cost to the City, all public records in possession of the Consultant or keep and maintain public records required by the City to perform the service. If the Consultant transfers all public records to the City upon completion of the Agreement, the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Consultant keeps and maintains public records upon completion of the Agreement, the Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology 9 DocuSign Envelope ID:OCB48E31-408E-4962-B810-9F65F6FD0084 systems of the City. (D) REQUEST FOR RECORDS; NONCOMPLIANCE. (1) A request to inspect or copy public records relating to the City's contract for services must be made directly to the City. If the City does not possess the requested records, the City shall immediately notify the Consultant of the request, and the Consultant must provide the records to the City or allow the records to be inspected or copied within a reasonable time. (2) Consultant's failure to comply with the City's request for records shall constitute a breach of this Agreement, and the City, at its sole discretion, may: (1) unilaterally terminate the Agreement; (2) avail itself of the remedies set forth under the Agreement; and/or(3)avail itself of any available remedies at law or in equity. (3) A Consultant who fails to provide the public records to the City within a reasonable time may be subject to penalties under s. 119.10. (E) CIVIL ACTION. (1) If a civil action is filed against a Consultant to compel production of public records relating to the City's contract for services,the court shall assess and award against the Consultant the reasonable costs of enforcement, including reasonable attorneys' fees, if: a. The court determines that the Consultant unlawfully refused to comply with the public records request within a reasonable time; and b. At least 8 business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the Consultant has not complied with the request, to the City and to the Consultant. (2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of public records and to the Consultant at the Consultant's address listed on its contract with the City or to the Consultant's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. (3) A Consultant who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. (F) IF THE. CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION: RAFAEL E. GRANADO, CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADOMIAMIBEACHFL.GOV PHONE: 305-673-7411 10 DocuSign Envelope ID:OCB48E31-408E-4962-B810-9F65F6FD0084 10.8 FORCE MAJEURE (A) A "Force Majeure" event is an event that (i) in fact causes a delay in the performance of the Consultant or the City's obligations under the Agreement, and (ii) is beyond the reasonable control of such party unable to perform the obligation, and (iii) is not due to an intentional act, error, omission, or negligence of such party, and (iv) could not have reasonably been foreseen and prepared for by such party at any time prior to the occurrence of the event. Subject to the foregoing criteria, Force Majeure may include events such as war, civil insurrection, riot, fires, epidemics, pandemics, terrorism, sabotage, explosions, embargo restrictions, quarantine restrictions, transportation accidents, strikes, strong hurricanes or tornadoes, earthquakes, or other acts of God which prevent performance. Force Majeure shall not include technological impossibility, inclement weather, or failure to secure any of the required permits pursuant to the Agreement. (B) If the City or Consultant's performance of its contractual obligations is prevented or delayed by an event believed by to be Force Majeure, such party shall immediately, upon learning of the occurrence of the event or of the commencement of any such delay, but in any case within fifteen (15) business days thereof, provide notice: (i) of the occurrence of event of Force Majeure, (ii) of the nature of the event and the cause thereof, (iii) of the anticipated impact on the Agreement, (iv)of the anticipated period of the delay, and (v)of what course of action such party plans to take in order to mitigate the detrimental effects of the event. The timely delivery of the notice of the occurrence of a Force Majeure event is a condition precedent to allowance of any relief pursuant to this section; however, receipt of such notice shall not constitute acceptance that the event claimed to be a Force Majeure event is in fact Force Majeure, and the burden of proof of the occurrence of a Force Majeure event shall be on the requesting party. (C) No party hereto shall be liable for its failure to carry out its obligations under the Agreement during a period when such party is rendered unable, in whole or in part, by Force Majeure to carry out such obligations. The suspension of any of the obligations under this Agreement due to a Force Majeure event shall be of no greater scope and no longer duration than is required. The party shall use its reasonable best efforts to continue to perform its obligations hereunder to the extent such obligations are not affected or are only partially affected by the Force Majeure event, and to correct or cure the event or condition excusing performance and otherwise to remedy its inability to perform to the extent its inability to perform is the direct result of the Force Majeure event with all reasonable dispatch. (D) Obligations pursuant to the Agreement that arose before the occurrence of a Force Majeure event, causing the suspension of performance, shall not be excused as a result of such occurrence unless such occurrence makes such performance not reasonably possible. The obligation to pay money in a timely manner for obligations and liabilities which matured prior to the occurrence of a Force Majeure event shall not be subject to the Force Majeure provisions. (E) Notwithstanding any other provision to the contrary herein, in the event of a Force Majeure occurrence, the City may, at the sole discretion of the City Manager, suspend the City's payment obligations under the Agreement,and may take such action without regard to the notice requirements herein. Additionally, in the event that an event of Force Majeure delays a party's performance under the Agreement for a time period greater than thirty 11 DocuSign Envelope ID:0CB48E31-408E-4962-B810-9F65F6FD0084 (30) days, the City may, at the sole discretion of the City Manager, terminate the Agreement on a given date, by giving written notice to Consultant of such termination. If the Agreement is terminated pursuant to this section, Consultant shall be paid for any Services satisfactorily performed up to the date of termination; following which the City shall be discharged from any and all liabilities, duties, and terms arising out of, or by virtue of,this Agreement. In no event will any condition of Force Majeure extend this Agreement beyond its stated term. 10.9 E-VERIFY (A) Consultant shall comply with Section 448.095, Florida Statutes, "Employment Eligibility" ("E-Verify Statute"), as may be amended from time to time. Pursuant to the E-Verify Statute, commencing on January 1, 2021, Consultant shall register with and use the E- Verify system to verify the work authorization status of all newly hired employees during the Term of the Agreement. Additionally, Consultant shall expressly require any subconsultant performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subconsultant during the contract Term. If Consultant enters into a contract with an approved subconsultant, the subconsultant must provide the Consultant with an affidavit stating that the subconsultant does not employ, contract with, or subcontract with an unauthorized alien. Consultant shall maintain a copy of such affidavit for the duration of the Agreement or such other extended period as may be required under this Agreement. (B) TERMINATION RIGHTS. (1) If the City has a good faith belief that Consultant has knowingly violated Section 448.09(1), Florida Statutes,the City shall terminate this Agreement with Consultant for cause, and the City shall thereafter have or owe no further obligation or liability to Consultant. (2) If the City has a good faith belief that a subconsultant has knowingly violated the foregoing Subsection 10.9(A), but the Consultant otherwise complied with such subsection,the City will promptly notify the Consultant and order the Consultant to immediately terminate the Agreement with the subconsultant. Consultant's failure to terminate a subconsultant shall be an event of default under this Agreement, entitling City to terminate the Consultant's contract for cause. (3) A contract terminated under the foregoing Subsection (B)(1) or (B)(2) is not in breach of contract and may not be considered as such. (4) The City or Consultant or a subconsultant may file an action with the Circuit or County Court to challenge a termination under the foregoing Subsection (B)(1)or (B)(2) no later than 20 calendar days after the date on which the contract was terminated. (5) If the City terminates the Agreement with Consultant under the foregoing Subsection (B)(1), Consultant may not be awarded a public contract for at least 1 year after the date of termination of this Agreement. (6) Consultant is liable for any additional costs incurred by the City as a result of the termination of this Agreement under this Section 10.9. 12 DocuSign Envelope ID:0CB48E31-408E-4962-B810-9F65F6FD0084 SECTION 11 NOTICES All notices and communications in writing required or permitted hereunder, shall be delivered personally to the representatives of the Consultant and the City listed below or may be mailed by U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally recognized overnight delivery service. Until changed by notice, in writing, all such notices and communications shall be addressed as follows: TO CONSULTANT: Michael Rossi Executive Director Miami Beach Classical Music Festival 1440 Ocean Drive Miami Beach, Fl 33139 TO CITY: Lissette Garcia Arrogante, Director Tourism and Culture Department 1755 Meridian Avenue, 5th Floor Miami Beach, FL 33139 Notice may also be provided to any other address designated by the party to receive notice if such alternate address is provided via U.S. certified mail, return receipt requested, hand delivered, or by overnight delivery. In the event an alternate notice address is properly provided, notice shall be sent to such alternate address in addition to any other address which notice would otherwise be sent, unless other delivery instruction as specifically provided for by the party entitled to notice. Notice shall be deemed given on the date of an acknowledged receipt, or, in all other cases, on the date of receipt or refusal. SECTION 12 MISCELLANEOUS PROVISIONS 12.1 CHANGES AND ADDITIONS This Agreement cannot be modified or amended without the express written consent of the parties. No modification, amendment, or alteration of the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. 12.2 SEVERABILITY If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall not be affected, and every other term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 13 DocuSign Envelope ID:0CB48E31-408E-4962-B810-9F65F6FD0084 12.3 WAIVER OF BREACH A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A party's waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement. 12.4 JOINT PREPARATION The parties hereto acknowledge that they have sought and received whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been a joint effort of the parties,the language has been agreed to by parties to express their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. 12.5 ENTIRETY OF AGREEMENT The City and Consultant agree that this is the entire agreement between the parties. This Agreement supersedes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein, and there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Title and paragraph headings are for convenient reference and are not intended to confer any rights or obligations upon the parties to this Agreement. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] 14 DocuSign Envelope ID:0CB48E31-408E-4962-B810-9F65F6FD0084 • IN WITNESS'WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first entered above. FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: By: City lerk -cz." I im'Citv Manager a31Y`d0 dti0]NI ;P,Ml.Bc, Date: JUL 1 5 2@24 '%.y " ,38 ? INCORP•°RATED.•' 26,IRCf! ... FOR CONSULTANT: MIAMI MUSIC FESTIVAL, INC. DBA MIAMI BEACH CLASSICAL MUSIC ATTEST: By: /21-CPAT Nat Ftea2z Angelica Perez, Director of Administration Michael Rossi, Executive Director Print Name and Title Print Name and Title Date: 6/27/24 APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION ,*- oel? City Attorneymil Date 7� 15 DocuSign Envelope ID:0CB48E31-408E-4962-B810-9F65F6FD0084 Exhibit A- Scope of Services and Fees Miami Music Festival, Inc. dba Miami Beach Classical Music Festival will feature classical musicians along Lincoln Road from 6:30 p.m. to 9:30 p.m. on Fridays, Saturdays and Sundays during a six-week period from June 21, 2024, to July 21, 2024 (the "Program"), to enhance the cultural atmosphere of Lincoln Road for the benefit of residents and visitors. This project will position skilled classical musicians in key areas, providing high-quality entertainment and fostering a vibrant community spirit. Performance Days: Friday, Saturday, and Sunday of each week from June 21, 2024, to July 21, 2024 Total Cost for Programming$28,800.00 Services shall include all aspects of event production, equipment rental, and coordination with City staff. FEES In consideration of the Services to be provided, Consultant shall be compensated on a fixed fee basis, in the amount of$28,800.00 for a total amount not to exceed $28,800.00 Payment#1- FOURTEEN THOUSAND, FOUR HUNDRED DOLLARS AND ZERO CENTS ($14,400). To be paid upon execution of Agreement. Payment#2- FOURTEEN THOUSAND, FOUR HUNDRED DOLLARS AND ZERO CENTS ($14,400). To be paid upon completion of last scheduled program. 16 DocuSign Envelope ID:OCB48E31-408E-4962-B810-9F65F6FD0084 AR D® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDM/YY) 05/30/2024 THIS CERTIFICATE IS ISSUED AS'A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME:CONTACT Martha Lopez Keen Battle Mead &Company i"c°O.."No.Ext): (305)558-1101 FAX No):(305)822-4722 7850 NW 146 St. E-MAIL Miami Lakes, FL 33016 ADDRESS: mrlopezAkbmco.com INSURER(S)AFFORDING COVERAGE NAIC# Phone No.(305)558-1101 Fax No.(305)822-4722 INSURERA: AGL-American Guarantee and Liability Insurance Company 26247 INSURED INSURER B: ZAI-Zurich American Insurance Company 16535 Miami Music Festival Inc DBA Miami Beach Classical INSURER C: ZII-Zurich American Insurance Company of Illinois 27855 Music Festival 1440 Ocean Drive INSURERD: Miami Beach, FL 33139 INSURERE: Phone No.3059039251 Fax No. INSURER F: COVERAGES CERTIFICATE NUMBER:1109414 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP w LIMITS LTR INSD, VO IY , POLICY NUMBER (MMIDDIYYYY) (MMIDDYYY) ZAI X COMMERCIAL GENERAL LIABILITY FLM2329107-00 11/28/2023 11/28/2024 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR X X PREMISES Ea occurrence) $ 100,000 MED EXP(Any one person) S 5,000 PERSONAL 8 ADV INJURY S 1,000,000 GENL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY MI: LOC PRODUCTS-COMP/OPAGG $ 1,000,000 $ OTHER: ZAI AUTOMOBILE LIABILITY FLM2329107-00 11/28/2023 11/28/2024 COMBINED NGLE LIMIT $ {Ea accident)SI 1,000,000 ANY AUTO X X BODILY INJURY(Per person) S Included — OWNED SCHEDULED BODILY INJURY(Per accident) $ Included AUTOS ONLY AUTOS NED ZAI X AUTOS ONLY X AUTOS ONLY FLM2329107-00 11/28/2023 11/28/2024 PROPERTYP et)AMAGM ax greaae $ 12005,00110 00 X DAMAGE $ AGL UMBRELLALIAB X OCCUR SXS5932632-00 11/28/2023 11/28/2024 EACH OCCURRENCE $ 3,000,000 X EXCESS UAB CLAIMS-MADE AGGREGATE S 3,000,000 DED RETENTION S $ 711 WORKERS COMPENSATION WC8072269-00 11/28/2023 11/28/2024 X STATUTE ERH AND EMPLOYERS'LIABILITY ANYPROPRIETORIPARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED? N N/A X (Mandatory In NH) Proof of Workers E.L.DISEASE-EA EMPLOYEE $ _ _1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below ,Compensation Insurance only. E.L.DISEASE-POLICY LIMIT $ 1,000,000 ZAI Inland Marine FLM2329107-00 11/28/2023 11/28/2024 See Attached DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES Coverage Location: United States&Canada **Autoby Carrier Certificate Holder is named as an Additional Insured as their interests may appear. All coverages expire at 12:01 a.m.Standard Time. The actual event dates may be limited.Please review the Scheduled Events form attached to this certificate. CERTIFICATE HOLDER CANCELLATION City of Miami Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 1700 Convention Ctr Dr THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Miami Beach, FL 33139 ACCORDANCE WITH THE POLICY PROVISIONS. United States Of America AUTHORIZED REPRESENTATIVE Phone No. 1 Fax No. ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD This certificate of insurance does not affirmatively or negatively amend,extend,or alter the coverage afforded by the insurance policy. DocuSign Envelope ID:0CB48E31-408E-4962-B810-9F65F6FD0084 DATE(MMIDD/YY) ADDITIONAL COVERAGE DETAILS 05/30/2024 INSURED Miami Music Festival Inc DBA Miami Beach Classical Music Festival The following is attached to and made part of certificate number 1109414. Policy Details Coverage Limit Deductible Inland Marine Company: Zurich American Insurance Company Policy Number: FLM2329107-00 *Period: 11/28/2023-11/28/2024:366 Day(s) Equipment,props,sets,wardrobe(rented) Excluded Equipment,Props,Sets,Wardrobe(owned) 1,000,000 2,500 • Rented Furs,Jewelry,Art&Antiques Coverage Excluded Extra Expense Excluded Third Party Property Damage 1,000,000 2,500 Office Contents 50,000 1,500 Business Income/Extra Expense Excluded Hired/Non-Owned Physical Damage-Aggregate 500,000 Hired/Non-Owned Physical Damage-Per Vehicle 125,000 10%of loss,$1,500 minimum, $7,500 maximum Rental Cost Reimbursement Excluded EDP EDP(Electronic Data Processing Equipment) Excluded Limited Computer Virus Coverage Excluded Accounts Receivable Excluded Valuable Papers and Records Excluded Money&Securities Excluded Waiver of Subrogation Excluded Coverage Extension Endorsement Coverage Extension Endorsement Excluded Worldwide Coverage Excluded Terrorism Included General Liability Company: Zurich American Insurance Company Policy Number: FLM2329107-00 *Period: 11/28/2023-11/28/2024:366 Day(s) General Aggregate 2,000,000 Products/Completed Operations 1,000,000 Personal/Advertising Injury 1,000,000 Each Occurrence 1,000,000 Fire Legal 100,000 Medical Payments 5,000 Blanket Additional Insureds(other than city/special certs& Included waivers) City/Other Special Certificates Included Waiver of Subrogation Included Employee Benefits Liability-Policy Aggregate Excluded Employee Benefits Liability-Each Claim Excluded Host Liquor Excluded Liquor Liability-Aggregate Excluded Liquor Liability-Each Common Cause Limit Excluded Abuse&Molestation-Aggregate Excluded APM-CERT-DETAILS 1009 Certificate Number 1109414 DocuSign Envelope ID:0CB48E31-408E-4962-B810-9F65F6FD0084 Policy Details Coverage Limit Deductible Abuse&Molestation-Each Claim Excluded Abusive Act Alleged Participant Supplemental Coverage- Excluded Aggregate Abusive Act Alleged Participant Supplemental Coverage- Excluded Occurrence Terrorism Included *All coverages expire at 12:01 a.m.Standard Time. APM-CERT-DETAILS 1009 Certificate Number 1109414 DocuSign Envelope ID:0CB48E31-408E-4962-B810-9F65F6FD0084 Scheduled Events Certificate Number: 1109414 Event Type Venue Dates Attendees There are no scheduled events. ABANEV-SCHD(05/06) Page 1 of 1 DATE(MMIDDIYY) DocuSign Envelope ID:0CB48E31-408E-4962-B810-9F65F6FD0084 LE OF FORMS V V 1 1 I`liv V 05/30/2024 Insured: Miami Music Festival Inc DBA Miami Beach Classical Music Festival This Schedule of Forms is attached to and made part of certificate number 1109414,as of 05/30/2024 at 07:45 AM PT,and lists the forms included in the policy(s)and subsequent endorsement(s)at the time this certificate was issued. Form# Ed. • Name Special Event Package Notices U-GU-319-F 0109 Important Notice-In Witness Clause U-GU-279-F 0519 Commercial Property And Casualty Risk Management Plans-Florida U-GU-874-BCW 0223 Notice of Disclosure for Agent and Broker Compensation UGU873ACW 0611 Disclosure Statement U-GL-1197-A CW 0104 Asbestos Exclusion Endorsement UGU742ACW 0906 Advisory Notice To Policyholders-Change in Carrier U-GU-1191-ACW 0315 Sanctions Exclusion Endorsement U-GU-395-D 0709 Important Notice to Florida Policyholders Common UGU727ACW 0806 Commercial Insurance Policy UGU1292ACW 0422 Notice Of Important Provisions UGUD310A 0193 Common Policy Declarations UGU619ACW 1002 Schedule of Forms and Endorsements UGU621ACW 1002 Schedule Of Named Insured(s) UGU618ACW 1002 Schedule Of Locations IL0017 1198 Common Policy Conditions UABI101ACW 0117 Definition Of Employee UAB100ACW 0117 Minimum Earned Premium Endorsement IL1201 1185 Policy Changes-Locations IL0003 0908 Calculation of Premium U-GU-630-ECW 0120 Disclosure of Important Information Relating to Terrorism Risk Insurance Act Inland Marine UABMD104ACW 0117 Commercial Inland Marine Declarations Entertainment Program UGU619ACW 1002 Schedule of Forms and Endorsements CM0001 0904 Commercial Inland Marine Conditions UABM133ACW 0117 Common Conditions,Exclusions And Definitions UABM105ACW 0117 Miscellaneous Equipment Coverage Form UABM106ACW 0117 Props,Sets And Wardrobe Coverage Form UABM109ACW 0117 Third Party Property Damage Coverage Form UABM112ACW 0117 Office Furniture And Fixtures And Improvements And Betterments Coverage Form UABM165ACW 0117 Vehicle Physical Damage Limit And Rate Schedule(Non-Owned,Hired,Loaned Or Donated Land Vehicles) UABM111ACW 1217 Vehicle Physical Damage Coverage Form UABM103ACW 0117 Loss Payable Endorsement UABM128ACW 0117 Excluded Property Endorsement UABM100ACW 0117 Stunt,Animal Exposure And Pyrotechnic Exclusion IL0175 0907 Florida Changes-Legal Action Against Us Endorsement CM0116 0522 Florida Changes-Loss Payment Endorsement IL0255 0316 Florida Changes-Cancellation and Nonrenewal U-GU-767-BCW 0115 Cap on Losses From Certified Acts of Terrorism U-GU-616-ACW 1002 Schedule of Taxes,Fees and Surcharges General Liability UABLD100BCW 0119 Commercial General Liability Coverage Part Declarations UGU619ACW 1002 Schedule of Forms and Endorsements UABI110ACW 1020 Schedule of Events CG0001 0413 Commercial General Liability Coverage Form CG2011 1219 Additional Insured-Managers of Lessors of Premises CG2012 1219 Additional Insured-State or Governmental Agency or Subdivision or Political Subdivision-Permits or Authorizations CG2026 1219 Additional Insured-Designated Person or Organization CG2404 1219 Waiver of Transfer of Rights of Recovery Against Others to Us CG2028 1219 Additional Insured-Lessor of leased equipment U-GL-1327-BCW 0413 Other Insurance Amendment-Primary And Non-Contributory UABL128ACW 0117 Additional Insured-Owners Or Lessees Scheduled Person Or Organization Primary and Noncontributory Coverage UABL121ACW 0117 Limited Stationary Aircraft Coverage CG2106 0514 Exclusion-Access or Disclosure of Confidential or Personal Information and Data-Related Liability-With Limited Bodily Injury Exception U-GL-1171-B-CW 0719 Fungi Bacteria Exclusion U-GL-1178-A-CW 0703 Asbestos Exclusion CG2147 1207 Employment Related Practices Exclusion U-GL-1517-BCW 0413 Collection or Distribution of Material or Information in Violation of Law Exclusion UABL153ACW 1019 Annual Event Rating Schedule UABL151AFL 1019 Concessionaire/Exhibitor Rate Schedule-Florida UABL152ACW 1019 Certificate Rating Schedule UABL131ACW 0117 Non-Performing Animal Exclusion UABL102ACW 0117 Property Damage To Rented Premises Exclusion UABL129ACW 0117 Assault And Battery Exclusion UGL1250ACW 0905 Abusive Act Liability Exclusion UABL122ACW 0117 Newly Acquired Or Formed Entity Exclusion UABL107ACW 0117 Exclusion-Insureds Conducting Media,Entertainment,Or Internet Type Operations UABL130ACW 0117 Informational Content Exclusion UABL135ACW 0117 Media Content Exclusion APA-CERT-FORMLIST 0914 Certificate Number:1109414 Page 1 of 3 DATE(MMIDD/YY) DocuSign Envelope ID:0CB48E31-408E-4962-B810-9F65F6FD0084 LE OF FORMS V v 1 1 l`1J V 05/30/2024 Insured: Miami Music Festival Inc DBA Miami Beach Classical Music Festival This Schedule of Forms is attached to and made part of certificate number 1109414,as of 05/30/2024 at 07:45 AM PT,and lists the forms included in the policy(s)and subsequent endorsement(s)at the time this certificate was issued. Form# Ed. Name • UABL137ACW 0117 Cross Suits Exclusion UABL138ACW 0117 Personal And Advertising Injury-Exclusion Of False Arrest,Detention,Imprisonment,Libel,Slander,Right Of Privacy,Advertising Idea,And Copyright,Trademark Or Trade Secret UABL133ACW 0117 Partnership,Joint Venture And Limited Liability Company Limitation UABL106ACW 0117 Unscheduled Production,Presentation Or Event Exclusion UABL103ACW 0117 Stunt,Pyrotechnic And Animal Exposure Exclusion UABL148ACW 1019 Liquor Liability Exclusion UABL144ACW 1019 Event Conditional Exclusion CG2132 0509 Communicable Disease Exclusion UABL146ACW 1019 Unscheduled Products Exclusion UABL145AFL 1019 Hazardous Activities,Pyrotechnic Activities and Animal Exposure Exclusion-Florida UABL147ACW 1019 Loss Arising Out of Participation in a Sports or Athletic Event,Competition,Contest or Exhibition Exclusion UABL143ACW 1019 Moshing Exclusion UABL150ACW 1019 Camping Conditional Exclusion IL0021 0908 Nuclear Energy Liability Exclusion Endorsement(Broad Form) CG0220 0312 Florida Changes-Cancellation and Nonrenewal UABL105ACW 0117 Commercial General Liability Changes U-GU-767-BCW 0115 Cap on Losses From Certified Acts of Terrorism U-GU-616-ACW 1002 Schedule of Taxes,Fees and Surcharges Automobile U-CA-531-B 0208 Notice Regarding Terrorism Premium(for Commercial Automobile Ins) UCAD600DCW 1021 Business Auto Declarations UGU619ACW 1002 Schedule of Forms and Endorsements UABA100ACW 0117 Extended coverage For Scheduled Events,Presentations and Productions CA0001 1120 Business Auto Coverage Form UABA120ACW 0117 Additional Insured-Owners Or Lessees Scheduled Person Or Organization CA0444 1013 Waiver Of Transfer Of Rights Of Recovery Against Others To Us(Waiver Of Subrogation) UABA121ACW 0117 Additional Insured-Owners Or Lessees Scheduled Person Or Organization Primary Non-Contributory Endorsement UABA125ACW 0117 Production Stunt Or Pyrotechnic Exclusion CA0267 0121 Florida Changes-Cancellation and Nonrenewal CA0128 0121 Florida Changes IL0021 0908 Nuclear Energy Liability Exclusion Endorsement(Broad Form) CA2048 1013 Designated Insured UABA104ACW 0117 Business Auto Changes — Workers'Compensation Policy Policy form assignment to be handled by insurance carrier. -- Excess Liability Policy Excess Liability Notices U-GU-1191-ACW 0315 Sanctions Exclusion Endorsement U-GU-874-BCW 0223 Notice of Disclosure for Agent and Broker Compensation U-GU-395-D 0709 Important Notice to Florida Policyholders U-GU-279-F 0519 Commercial Property And Casualty Risk Management Plans-Florida Forms • U-SXS-104-ACW 0911 Straight Excess Liability Policy(jacket) UGU621ACW 1002 Schedule Of Named Insured(s) U-SXS-D-100-AFL 0712 Straight Excess Liability Policy Declarations U-SXS-101-ACW 0911 Schedule of Underlying Insurance U-GU-616-ACW 1002 Schedule of Taxes,Fees and Surcharges U-SXS-103-ACW 0911 Schedule of Forms&Endorsements U-SXS-100-ACW 0911 Straight Excess Liability Policy IL1201 1185 Policy Changes-Locations U-GU-767-BCW 0115 Cap on Losses From Certified Acts of Terrorism U-SXS-117-BFL 0514 Professional Liability Limitation Endorsement-Florida U-EXS-115-CCW 0411 Communicable Disease Exclusion UEXS319CCW 0514 Liquor Law Liability And Alcohol Consumption Health Hazards Exclusion UEXS101BCW 0411 Abuse Or Molestation Exclusion U-EXS-312-FCW 0514 Exclusion-Recording and Distribution of Material or Information in Violation of Law U-EXS-413-AFL 0411 Florida Cancellation and Nonrenewal U-SXS-120-A FL 0712 Total Pollution Exclusion with Hostile Fire Exception APA-CERT-FORMLIST 0914 Certificate Number:1109414 Page 2 of 3 DATE(MMIDDIYV) DocuSign Envelope ID:0CB48E31-408E-4962-B810-9F65F6FD0084 LE OF FORMS V v III Iv v 05/30/2024 Disclaimers This Certificate of Liability Insurance includes the Type of Insurance,Limits,and Schedule of Forms in effect as of 05/30/2024 at 07:45 AM PT.It does not affirmatively or negatively amend,extend,or alter the coverage afforded by the insurance policy nor confer any rights upon the certificate holder.You may be required to request an updated certificate in the event of subsequent policy modifications. The information included in this certificate that has been provided by Abacus Insurance Brokers,LLC is for your information only,and does not create a contract or agency relationship between the certificate holder or any insured and Abacus Insurance Brokers,LLC.By accepting this certificate the certificate holder acknowledges that Abacus Insurance Brokers,LLC is not the agent of the certificate holder or any insured,but is solely the agent of the listed carrier(s).Abacus Insurance Brokers,LLC makes no representation whether the coverages listed herein are appropriate for the certificate holder or any insured.Please review the listed coverages carefully and direct any questions to your broker.For a complete listing of coverages,terms,conditions and exclusions,please view the referenced Policy(s). APA-CERT-FORMLIST 0914 Certificate Number:1109414 Page 3 of 3 DocuSign Envelope ID:0CB48E31-408E-4962-B810-9F65F6FD0084 Date(MM/DDIYYYY) Certificate Verification 05/30/2024 Miami Music Festival Inc DBA Miami Beach Classical Music Insured: Festival Abacus provides an efficient website lookup tool for certificate holders to verify the authenticity of certificates of insurance. 1. Navigate to the website and input the verification code OR Scan the QR code. 2. The actual certificate issued through the Abacus Platform will download. 3. Compare the details of the downloaded certificate to the certificate presented by the client. Website I •` Verification Code www.abacus.net/verify-certificate ODOFN6SS12 ❑ r ❑ • ti '�'' .4.0 inr •r About Certificates Issued through the Abacus.net Platform • Abacus requires that all certificates be issued through the Abacus Platform. Certificates issued outside of the Abacus Platform are invalid. • Certificates may be issued through the Abacus Platform by either the named insured(if registered through the Abacus Platform)or their Abacus registered insurance broker. • Certificates with any stray marks,cross outs or alterations of any sort are invalid. • Each certificate is numbered and correlates to the document issued through the Abacus Platform. APA-CERTVER 0917 Certificate Number:1109414 Page 1 of 1 RESOLUTIONS 2024-33061 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, DIRECTING THE ADMINISTRATION TO NEGOTIATE AN AGREEMENT WITH MIAMI MUSIC FESTIVAL, INC. DBA MIAMI BEACH CLASSICAL MUSIC FESTIVAL (PRODUCER) TO IMPLEMENT A PILOT PROGRAM FEATURING CLASSICAL MUSICIANS ALONG LINCOLN ROAD ON WEEKENDS FROM JUNE 14, 2024, TO JULY21,2024,WITH TERMS CONSISTENT WITH THOSE SET FORTH IN THE PROPOSAL FROM THE PRODUCER DATED APRIL 28, 2024, AT A COST NOT TO EXCEED $28,800; AND FURTHER, AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE • THE AGREEMENT SUBJECT TO REVIEW AND FORM APPROVAL BY THE CITY ATTORNEY; AND FURTHER, DIRECTING THE ADMINISTRATION TO COLLABORATE WITH THE PRODUCER TO DETERMINE APPROPRIATE LOCATIONS FOR MUSICIANS. WHEREAS, Lincoln Road is a popular shopping and dining promenade comprised of a myriad of shops, sidewalk cafes, businesses and entertainment venues, making it one of the City's most frequented attractions for residents and visitors alike; and WHEREAS, the City of Miami Beach is committed to promoting and enhancing its cultural offerings to benefit residents and visitors; and WHEREAS, Miami Music Festival, Inc. dba Miami Beach Classical Music Festival (the"Producer") has proposed a pilot program to feature classical musicians along Lincoln Road from 6:30 p.m. to 9:30 p.m. on Fridays, Saturdays and Sundays during a six-week period from June 14, 2024, to July 21, 2024 (the "Program"), to enrich the cultural experience of the area; and WHEREAS, an important objective of the Program is to rebrand and enhance the cultural atmosphere of Lincoln Road for the benefit of residents and visitors; and WHEREAS, the Program will also boost foot traffic and dwell time on Lincoln Road through live, engaging performances; and WHEREAS, the Program will also support local classical musicians by providing live performance opportunities; and WHEREAS, the proposal dated April 28, 2024 submitted by the Producer, a copy of which is attached to this Resolution as Exhibit A, outlines the terms of the program, including the scope of musical activations and the associated cost not to exceed $28,800. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY • COMMISSION OF THE CITY OF MIAMI BEACH, that the Mayor and City Commission of the City.of Miami Beach.hereby direct the Administration to negotiate an agreement with Miami Music Festival, Inc. dba Miami Beach Classical Music Festival (Producer) to produce musical activations featuring classical musicians along Lincoln Road on weekends from June.14, 2024,to July 21, 2024,with terms consistent with those set forth in the proposal from the Producer dated April 28, 2024, at a cost not to exceed $28,800; and further,authorizing the City Manager and City Clerk to execute the agreement subject to review and form approval by the City Attorney; and further, directing the Administration to collaborate with the Producer to determinate appropriate locations for the musicians. PASSED AND ADOPTED this /S day of r"y 2024. ATTEST MAY 2 1 2024 ven Meiner, Mayor Rafael . Granado, City Clerk `? 'O ycy • ,, e (Sponsored by Commissioner David Suarez) 3 Wimp;ED` /iyy?�-9K 1471 APPROVED AS TO FORM&LANGUAGE &FOR EXECUTION Vax=2,4 City Attorney Date • Exhibit A • Proposal for Activations on Lincoln Road Date:April 28, 2024 Summary • This proposal outlines the initiative to host a series of musical activations featuring classical 'musicians along Lincoln Road, as part of the. Miami Beach Classical Music Festival, during the summer of this year. This initiative aims to rebrand and enhance the cultural atmosphere of Lincoln Road for the benefit Of both tourists and local residents. Scheduled to occur over the weekends from June 14 to July 21, this project will position skilled classical musicians in key areas, providing high-quality entertainment and fostering a vibrant community spirit. Objectives • To Enrich Lincoln Road:. Utilize classical music to add a unique cultural element to Lincoln Road, enhancing the.visitor experience. • To Attract Visitors: Boost foot traffic and dwell time on Lincoln Road through live, engaging performances. • To Support Local Musicians: Provide performance opportunities for local classical musicians within the Miami Beach Area. . Project Details Timeline: • • Duration: 6 weeks (from June 14 to July 21) .. Performance Days: Friday, Saturday;and Sunday of each week • Times: 6:30-9:30 PM • • Locations: . • Three groups of 1-3 musicians will be strategically positioned along the entirety of Lincoln Road to maximize audience engagement and coverage. Performance Schedule: • Each group will perform multiple sets between 6:30 PM and 9:30 PM, totaling 3 hours of performance each day. Budget Overview • • The following is a detailed breakdown of the budget required for the Festival activations: • Musician Fees: Each musician will be compensated at $250 per performance day. Assuming an average of 2 musicians per group and 3 groups performing each day: o Total per day: $1,500(2 musicians/group x 3 groups x $250) • o Total for 18 days (6 weekends): $27,000 • Management Fee: A weekly.management fee of$300 will cover the coordination and oversight of the performances. o Total for 6 weeks: $1,800 • Total Project Cost: $28,800 • Funding • We seek the support'of the City of Miami Beach to fund these activations as a community enrichment initiative aimed at enhancing the cultural landscape of Lincoln Road and supporting local arts. • Conclusion • This proposal sets the stage for a transformative cultural experience on Lincoln Road through the Miami Music Festival. By integrating classical music performances into the bustling environment of Lincoln Road,we can create an enchanting atmosphere that celebrates the arts and community spirit. We appreciate the support of Commissioner David Suarez and the City of Miami Beach in bringing this vision to life for the enjoyment of all who visit and reside in Miami Beach. • Prepared by: Michael Rossi Position: Executive Director Organization: Miami Beach Classical Music Festival Contact Information: mrossi@miamimusicfestival.com Please do not hesitate to reach out with any questions or for further discussion on this exciting initiative. 19 Resolutions-C7 BD MIAMIBEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Ricardo J.Dopico,City Attorney DATE: May 15,2024 • SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, DIRECTING THE ADMINISTRATION TO NEGOTIATE AN AGREEMENT WITH MIAMI MUSIC FESTIVAL, INC. DBA MIAMI BEACH CLASSICAL MUSIC FESTIVAL (PRODUCER) TO IMPLEMENT A PILOT PROGRAM FEATURING CLASSICAL MUSICIANS ALONG LINCOLN ROAD ON WEEKENDS FROM JUNE 14, 2024,TO JULY 21, 2024,WITH TERMS CONSISTENT WITH THOSE SET FORTH IN THE PROPOSAL FROM THE PRODUCER DATED APRIL 28, 2024, AT A COST NOT TO EXCEED $28,800; AND FURTHER, AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE THE AGREEMENT SUBJECT TO REVIEW AND FORM APPROVAL BY THE CITY ATTORNEY; AND FURTHER, DIRECTING THE ADMINISTRATION TO COLLABORATE WITH THE PRODUCER TO DETERMINE APPROPRIATE LOCATIONS FOR MUSICIANS. • ANALYSIS The attached Resolution was prepared at the request of the sponsor,.Commissioner David Suarez. SUPPORTING SURVEY DATA • N/A FINANCIAL INFORMATION The fiscal impact of this measure shall not exceed$28,800. Is this a"Residents Right to Pose this item utilize GA Know"item,_pursuant to Bond Funds? c, 1y Code Section 2-14? No No Legislative Tracking Office of the City Attorney $ponsor Commissioner David Suarez ATTACHMENTS: Description o Resolution • 1057 TOURISM AND CULTURE DEPARTMENT DATE: July 1, 2024 TO: Rickelle Williams, Interim City Manager FROM: Lissette Garcia Arrogante,Tourism and Culture Director SUBJECT: Classical Music Festival Agreement (xv\ Routing: iii,X Mark Taxis,ACM ' For: Information Only X Review &Approval X City Manager's Signature Other Signature: . Other Comments: ❑ Fee Waiver Memo/Consecutive Day Clause Memo Ti Street Closure ❑ Special Event Permit(s) ❑ Film Permit )(Other Other Professional Service Agreement—Classical Music Festival Return to: Lissette A.x26597 U Francys Vallecillo 26326 ® Gina Martins 26190 Date Needed: July 1, 2024 DocuSign Envelope ID:0CB48E31-408E-4962-B810-9F65F6FD0084 M I AM I B E1A 2 H Contract/Document Routing Form Contract No. Title ' Classical Music Festival-Sponsorship Agreement Contractor Requesting Department Miami Music Festival,Inc. Tourism and Culture Department Director Name,Signature&Date ACM Name,Signature&Date Lissette Garcia Arrogante Mark Taxis ' EO+CNiMFbtO ent ie(Select On Type 1-Contract,amendment,change order,or task order resulting from a procurement-issued competitive solicitation. Type 2-Other contract,amendment,change order,or task order not resulting from a procurement-issued competitive solicitation. Type 3-Independent Contractor Agreement(ICA) Type 6-Tenant Agreement Type 4-Grant agreements with the City as the recipient Type 7-Inter-governmental agency agreement Type 5-Grant agreements with the City as the grantor x Type 8-Other: This sponsorship agreement with Miami Music Festival is to program a Classical Music Series on Lincoln Road every Friday,Saturday,and Sunday from 6:30 PM to 9:30 PM beginning June 21 and ending July 21.The Miami Beach Classical Music Festival artists bring their incredible talents to three locations along Lincoln Road:the 400 Block, Euclid Oval,and the 900 Block.This sponsorship agreement is being funded from the Large-Scale Community Events budget in the Resort Tax Fund. Original Term Renewal Periods Total Term(Original+Renewals) One(1)year N/A One(1)year Funding Informati• Grant Funded: Yes No State - Federal Other: Cost&Funding Source ' Account "° Ilwlsercetaei ,, 1 $28,800 160-0380-000349-25-406-548-00-00-00 y Yes x No 2 L ,,,,e,,,, Yes No 1. For contracts longer than five years,contact the Procurement Department.2.Attach any supporting explanation needed. 3.Budget approval indicates approval for the current fiscal year only.Future years are subject to City Commission approval of the annual adopted operating budget. Authori to Si:n City Commission Approved: x Yes No Resolution No.: CC Agenda Item No.: CC Meeting Date: 2024-33061 C7BD May 15,2024 If no,explain why CC approval is not required: Legal Form Approved: x Yes No If no,explain below why form approval is not necessary: Compliance Approvals(see attached) Procurement: Grants: Budget: — a Information Technology: Tiwtka 0}fo Sh /of Risk Management: , ,,,q„,,, Fleet&Facilities: Maws(L.cvalitr �BC:IEOB]Y•I ° Human Resources: Other: TOURISM AND CULTURE DEPARTMENT DATE: 7/12/24 TO: City Clerk's Office FROM: Lissette Arrogante, Tourism and Culture Director Gabriella Roman, Cultural Affairs Manager PHONE: 305.673.7577 ext. 26256 SUBJECT: Classical Music Festival Agreement For: Information Only Review Other Comments: This sponsorship agreement with Miami Music Festival program a classical music series on Lincoln Road every Friday, Saturday, and Sunday from 6:30p.m. to 9:30 p.m. beginning June 21' and ending July 21 St of 2024. The Miami Beach Classical Music Festival artists bring their incredible talents to three locations along Lincoln Road, the 400 Block, Euclid Oval, and the 900 Block. This sponsorship agreement is being funded from the Large Scale Community Events Budget in the Resort Tax Fund. RESO No. 2024-33061 Commission Date: 5/15/2024 Two copies are attached for signature. The original copy is to be kept by the City Clerk for records, and the second copy is to be returned to the department for execution. Return to: ® Tourism and Culture c/o Gabriella Roman Ext: 26256