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Professional Services between CMB & Culture Counsel 202 LI ._ 30 3 Docusign Envelope ID.B7BB2F70-7BA5-442B-B48A-E9FC99E242AE Contract No.24-010-0I PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND CULTURE COUNSEL FOR PUBLIC RELATIONS SERVICES FOR ARTS AND CULTURE SEP 3 0 2024 This Professional Services Agreement ("Agreement") is entered into this ("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 Culture Counsel II, Inc. d/b/a Culture Counsel., a New York Corporation whose address is 311 East Broadway, 4'h floor, New York, New York 10002("Consultant"). SECTION 1 DEFINITIONS Agreement: This Agreement between the City and Consultant, including any exhibits and amendments thereto, including Exhibit "B" Certification of Compliance with Anti- Human Trafficking Laws, FL, Section 786.06(13). 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: Amount paid to the Consultant as compensation for Services. Proposal Documents: Proposal Documents shall mean City of Miami Beach RFQ No. 2024-010-ND for Public Relations Services for Arts and Culture, together with all amendments thereto, issued by the City in contemplation of this Agreement RFQ, and the Consultant's proposal in response thereto ("Proposal"), all of which are hereby incorporated and made a part hereof; provided, however, that in the event of an express conflict between the Proposal Documents and this Agreement, the following order of precedent shall prevail: this Agreement; the RFQ, the Proposal. 1 Contract No.24-010-01 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 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 an initial term of three (3) years with one (1)two-year renewal term, 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 annually on a fixed fee basis, in the amount of$60,000, for a total annual amount not to exceed $60,000. 4.2 Consultant shall be reimbursed for travel expenses pre-approved by the City in writing and associated with Miami Beach Art Week in an annual amount not-to-exceed $3,500. All travel expense reimbursements shall be made pursuant to City of Miami Beach 2 Contract No.24-010-01 Resolution No. 2015-28902 and City of Miami Beach Administrative Order FL 20.02, both of which are incorporated herein by reference. 4.3 The fixed fee is payable as follows: (A) 25%, in the amount of $15,000.00, within 30 days from the Effective Date and upon delivery of quarterly Media and Activity Reports; (B) 25%, in the amount of $15,000.00 upon completion of six months of service and upon delivery of quarterly Media and Activity Reports; (C) 25%, in the amount of $15,000.00 upon completion of nine months of service and upon delivery of quarterly Media and Activity Reports; (D) 25%, in the amount of$15,000.00, upon completion of, and acceptance of the Services and all Deliverables (Itemized in "Exhibit"A") by the City("Final Payment"). 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: Accounts Payables: Pavables(�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. 3 Contract No. 24-010-01 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 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. 4 Contract No.24-010-01 6.2 INSURANCE REQUIREMENTS The Consultant shall maintain the below required insurance in effect prior to awarding the contract and for the duration of the contract. The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage may be treated as a material breach of the contract,which could result in withholding of payments or termination of the contract. A. Professional Liability (Errors and Omissions) Insurance appropriate to the Consultant's profession, with limit no less than $1,000,000. Additional Insured — City of Miami Beach must be included by endorsement as an additional insured with respect to all liability policies (except Professional Liability and Workers' Compensation) arising out of work or operations performed on behalf of the contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired or borrowed in the form of an endorsement to the contractor's insurance. Notice of Cancellation—Each insurance policy required above shall provide that coverage shall not be cancelled, except with notice to the City of Miami Beach c/o EXIGIS Insurance Compliance Services. Waiver of Subrogation — Vendor agrees to obtain any endorsement that may be necessary to affect the waiver of subrogation on the coverages required. However, this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. Acceptability of Insurers — Insurance must be placed with insurers with a current A.M. Best rating of A:VII or higher. If not rated, exceptions may be made for members of the Florida Insurance Funds (i.e. FWCIGA, FAJUA). Carriers may also be considered if they are licensed and authorized to do insurance business in the State of Florida. Verification of Coverage — Contractor shall furnish the City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time. CERTIFICATE HOLDER MUST READ: CITY OF MIAMI BEACH c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 Kindly submit all certificates of insurance, endorsements, exemption letters to our servicing agent, EXIGIS, at: 5 Contract No.24-010-01 Certificates-miamibeach@riskworks.com Special Risks or Circumstances—The City of Miami Beach reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Compliance with the foregoing requirements shall not relieve the vendor of his liability and obligation under this section or under any other section of this agreement. 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 $60,000. 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$60,000. Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant hereby agrees that the City shall not be liable to the Consultant for damages in an amount in excess of$60,000 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. 6 Contract No. 24-010-01 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. 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 7 Contract No.24-010-01 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. (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 8 Contract No.24-010-01 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 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. 9 Contract No.24-010-01 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 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 10 Contract No.24-010-01 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 10.8 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 11 Contract No.24-010-01 notice of the occurrence of a Force Majeure event is a condition precedent to allowance of any relief pursuant to this section; however, receipt of such notice shall not constitute acceptance that the event claimed to be a Force Majeure event is in fact Force Majeure, and the burden of proof of the occurrence of a Force Majeure event shall be on the requesting party. (C) No party hereto shall be liable for its failure to carry out its obligations under the Agreement during a period when such party is rendered unable, in whole or in part, by Force Majeure to carry out such obligations. The suspension of any of the obligations under this Agreement due to a Force Majeure event shall be of no greater scope and no longer duration than is required. The party shall use its reasonable best efforts to continue to perform its obligations hereunder to the extent such obligations are not affected or are only partially affected by the Force Majeure event, and to correct or cure the event or condition excusing performance and otherwise to remedy its inability to perform to the extent its inability to perform is the direct result of the Force Majeure event with all reasonable dispatch. (D) Obligations pursuant to the Agreement that arose before the occurrence of a Force Majeure event, causing the suspension of performance, shall not be excused as a result of such occurrence unless such occurrence makes such performance not reasonably possible. The obligation to pay money in a timely manner for obligations and liabilities which matured prior to the occurrence of a Force Majeure event shall not be subject to the Force Majeure provisions. (E) Notwithstanding any other provision to the contrary herein, in the event of a Force Majeure occurrence, the City may, at the sole discretion of the City Manager, suspend the City's payment obligations under the Agreement, and may take such action without regard to the notice requirements herein. Additionally, in the event that an event of Force Majeure delays a party's performance under the Agreement for a time period greater than thirty(30)days, the City may, at the sole discretion of the City Manager, terminate the Agreement on a given date, by giving written notice to 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), 12 Contract No. 24-010-01 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. SECTION 11 NOTICES Until changed by notice, in writing, all such notices and communications shall be addressed as follows: TO CONSULTANT: Culture Counsel II, Inc. d/b/a Culture Counsel 311 East Broadway, 4th floor New York, NY 10002 Attention:Adam Ph: 917-453-7853 Email: Adamculturalcounsel.com TO CITY: City of Miami Beach 1755 Meridian Avenue, 5th Floor Miami Beach, FL 33139 Attention: Lissette Arrogante Garcia Director, Tourism and Culture Ph: 305-673-7577 Email: LissetteArroqantemiamibeachfl.qov All notices mailed electronically to either party shall be deemed to be sufficiently transmitted. 13 Contract No. 24-010-01 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. 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. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 14 Docusign Envelope ID:B78B2F70-7BA5-442B-B48A-E9FC99E242AE Contract No.24-010-01 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: l • By: Raf I Granado, City Clerk Eric Carpenter, ity Manager SEP 3 0 2024 Date: APPROVED AS TO FORM & LANGUAGE �P.••.. •�'"', &.FOR EXECUTION ( , 1INfORP HATED %, •.. *h= I City Attorney 'A:i•'" Date -j.•26• FOR CONSULTANT: CULTURE COUN EL II,, Inc. d/b/a Culture Counsel BY Date: September 9, 2024 15 Contract No.24-010-01 EXHIBIT A SCOPE OF SERVICES 1. Strategy Development: • Develop communications and marketing strategies, plans/timelines to ensure that PR assets, media invitations, and announcement deadlines are developed and executed; • Develop key messages and objectives to embed and enhance an understanding of the City's cultural programs, operations, and communications goals; and, • Develop media strategies and sample story angles that elevate the awareness of programming, community, exhibitions, events, and leadership. 2. Marketing and Social Media: • Where applicable, review City's general cultural marketing plans and, working within a set budget, provide recommendations for advertising purchasing and earned media (if budget is available); • Leverage existing media relationships with publishers to develop favorable advertising/marketing packages(if budget is available); •Advise on separate advertising/marketing plans for digital platforms(if budget is available); •Conduct periodic audits of existing social media practices and provide analysis of best practices; • Identify digital and social media assets to post in a timely manner on City's platforms to complement the PR initiatives and increase attention and audience to the programs. 3. Materials Development: • Review and adapt existing media materials and advise on other collateral relating to the exhibitions and programs; • Develop media kits to include, at a minimum, fact sheets, leadership biographies, short history/timelines with key dates, institutional image sheets; and, • Develop news releases for major announcements (up to four per quarter). 4. Media Outreach: • Provide recommendations and develop media trips for members of the national and international media to visit and cover arts and culture programs in the City of Miami Beach during Miami Beach Art Week; • Perform all national and international media outreach on behalf of the City; • Facilitate all media relations and appointments between the City, the artists' studios, cultural institutions, presenting organizations, galleries, and other parties involved with the realization of the programming; • Pitch media opportunities with City leadership; • Develop introductions between City leadership and other contemporary art professionals and art journalists; •Advise on top media that should receive exhibition catalogs and/or other printed materials; and, •Monitor big-picture stories developing in the media that could pertain to Miami Beach and advise on positioning itself as a source for quotes and information (when appropriate). 5. General Public Relations Services: • Serve as national and international media contact on the media materials; • Review existing media contact list and provide refreshed/expanded set of contacts; • Send regular updates on new media contacts and staffing changes among media outlets; •Advise on protocol and methods for expediently correcting inaccuracies published in the media; • Provide general crisis public relations counsel for the duration of the agreement on any issue 16 Contract No. 24-010-01 that may affect the reputation of the City's arts and culture portfolio; • Provide media tracking services with links to coverage and clippings as they happen. 6. Client Relations: •Assign one Account Director to work directly with the City to execute services • Conduct bi-weekly touch-base phone calls and quarterly full team phone calls to keep the City team informed of public relations efforts and to keep updated on the City's initiatives and programming; • Provide monthly reports on activities on behalf of the City, including updates on the status of pending press, as well as links and/or clippings of recent coverage; and, • Provide biannual reports of all coverage, media materials, and reach. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 17 EXHIBIT B Certification of Compliance with Anti-Human Trafficking Laws In accordance with Section 787.06 (13), Florida Statutes, the undersigned, on behalf of the entity named below ("Entity"), hereby attests under penalty of perjury that the Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking". I understand that I am swearing or affirming under oath to the truthfulness of the claims made in this affidavit and that the punishment for knowingly making a false statement includes fines and/or imprisonment. The undersigned is authorized to execute this affidavit on behalf of Entity. .4 u (l/ Cultural Counsel (Vendor Signature) (Company Name) Eddie Winstead 311 E Broadway, Floor 4, New York, NY 10002 (Print Name) (Address) State of 3f M XX Florida County of fix' Duval The foregoing instrument was acknowledged before me by means of ❑ physical presence or online notarization, this 27th of August,2024 by Eddie Shelton Winstead IV , known to me to be the person described herein, or who produced DRIVER LICENSE as identification, and who did/did rot take an oath. \\`\\\\dAYlll 1://// ABDULRAHMAN SARDANI NOTARY PUBLIC: alh -cos Notary Public-State of Florida sst, `" ; WillI pf E Commission#HH 382251 3 a Expires on Apnl 3.2027 (Signature) Abdulrahman Sardani (Print Name) My commission expires: 04/03/2027 Notarized remotely online using communication technology via Proof. ATTACHMENT A RESOLUTION&COMMISSION AWARD MEMO RESOLUTION NO. 2024-33083 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY MANAGER TO AUTHORIZE NEGOTIATIONS RELATING TO REQUEST FOR QUALIFICATIONS NO. 2024-010-ND, FOR PUBLIC RELATIONS SERVICES FOR ARTS AND CULTURE; AUTHORIZING THE ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH CULTURE COUNSEL II, INC., THE TOP-RANKED PROPOSER; FURTHER, IF THE ADMINISTRATION IS NOT SUCCESSFUL IN NEGOTIATING AN AGREEMENT WITH CULTURE COUNSEL II, INC., AUTHORIZING THE ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH BLUE MEDIUM, INC., AS THE SECOND-RANKED PROPOSER; FURTHER, IF THE ADMINISTRATION IS NOT SUCCESSFUL IN NEGOTIATING AN AGREEMENT WITH BLUE MEDIUM, INC., AUTHORIZING THE ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH DEPARTMENT PR, AS THE THIRD-RANKED PROPOSER; AND FURTHER AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE AN AGREEMENT UPON CONCLUSION OF SUCCESSFUL NEGOTIATIONS BY THE ADMINISTRATION. WHEREAS, on January 31, 2024, the Mayor and City Commission approved the issuance of the Request for Qualifications (RFQ) No. 2024-010-ND for Public Relations Services for Arts and Culture; and WHEREAS, Request for Qualifications No. 2024-010-ND (the "RFQ") was released on January 31, 2024; and WHEREAS, a voluntary pre-proposal meeting was held on February 14, 2024; and WHEREAS, on April 5, 2024, the City received six (6) proposals from Blue Medium, Inc., CCOM Group, Inc., Circle of One Marketing Inc., Culture Counsel II, Inc., Department PR, E-PR Online, Hylink Group, Mozaic Media & Communications, Inc., Perfect Plan Public Relations, LLC, and The Weinbach Group, Inc.; and WHEREAS, on April 19, 2024, the City Manager, via Letter to Commission No. 158- 2024, appointed an Evaluation Committee consisting of: Melissa Berthier, Director, Office of Marketing and Communications; Lissette Garcia Arrogante, Director, Tourism and Culture Department; Ian Rand, Assistant Director of Marketing and Communications, The Wolfsonian — FIU; and Grisette Roque Marcos, Executive Director, Miami Beach Visitors and Convention Authority; and WHEREAS, the Evaluation Committee convened on May 17, 2024, to review and score the proposals; and WHEREAS, the Evaluation Committee received an overview of the project, information relative to the City's Cone of Silence Ordinance and the Government Sunshine Law, general information on the scope of services, and a copy of each proposal; and WHEREAS, the Evaluation Committee was instructed to score and rank each proposal pursuant to the evaluation criteria established in the RFQ; and WHEREAS, the Evaluation Committee process resulted in the ranking of proposers as follows: Culture Counsel II, Inc., as the top-ranked proposer; Blue Medium, Inc., as the second- ranked proposer; Department PR, as the third-ranked proposer; The Weinbach Group, Inc., as the fourth-ranked proposer; CCOM Group, Inc., as the fifth-ranked proposer; Mozaic Media & Communications, Inc., as the sixth-ranked proposer; Circle of One Marketing Inc. and Hylink Group, as the tied seventh-ranked proposers; Perfect Plan Public Relations, LLC; as the ninth- ranked proposer, and E-PR Online, as the tenth-ranked proposer; and WHEREAS, after reviewing all of the submissions and the Evaluation Committee's rankings and analysis, the City Manager concurs with the Evaluation Committee and recommends that the Mayor and City Commission authorize the Administration to enter into negotiations with Culture Counsel II, Inc., as the top-ranked proposer; further, if the Administration is not successful in negotiating an agreement with Culture Counsel II, Inc., authorizing the Administration to enter into negotiations with Blue Medium, Inc., as the second- ranked proposer; further if the Administration is not successful in negotiating an agreement with Blue Medium, Inc., authorizing the Administration to enter into negotiations with Department PR, as the third-ranked proposer; and further authorizing the City Manager and City Clerk to execute an agreement upon conclusion of successful negotiations by the Administration. 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 accept the recommendation of the City Manager, pursuant to Request for Qualifications (RFQ) No. 2024-010-ND for Public Relations Services for Arts and Culture; authorize the Administration to enter into negotiations with Culture Counsel II, Inc., as the top- ranked proposer; further, if the Administration is not successful in negotiating an agreement with Culture Counsel II, Inc., authorize the Administration to enter into negotiations with Blue Medium, Inc., as the second-ranked proposer; further if the Administration is not successful in negotiating an agreement with Blue Medium, Inc., authorize the Administration to enter into negotiations with Department PR, as the third-ranked proposer; and further authorize the City Manager and City Clerk to execute an agreement upon conclusion of successful negotiations by the Administration. PASSED AND ADOPTED this aZ day of 14n( 2024. teven Meiner, Mayor ATTEST: JUL - 3 2024 APPROVED AS TO Rafael E. Granado, City Clerk 8 FORM & LANGUAGE �cS & F EXECUTION City Attorney Date Procurement Requests -C2 D MIAMI BEACH COMMISSION MEMORANDUM PTO: i Honorable Mayor and Members of the City Commission I FROM: Rickelle Williams, Interim City Manager DATE: June 26, 2024 TITLE: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY MANAGER, PURSUANT TO REQUEST FOR QUALIFICATIONS (RFQ) 2024-010- ND FOR PUBLIC RELATIONS SERVICES FOR ARTS AND CULTURE. (TOURISM AND CULTURE) RECOMMENDATION It is recommended that the Mayor and City Commission approve the resolution accepting the City Manager's recommendation pursuant to RFQ 2024-010-ND,for Public Relations Services for Arts and Culture, and authorize the Administration to enter into negotiations with Culture Counsel 11, Inc., as the top-ranked proposer. If the Administration is not successful in negotiating an agreement with Culture Counsel II, Inc., authorizing the Administration to enter into negotiations with Blue Medium, Inc., as the second-ranked proposer. If the Administration is not successful in negotiating an agreement with Blue Medium, Inc., authorizing the Administration to enter into negotiations with Department PR, as the third-ranked proposer. The resolution also authorizes the City Manager and City Clerk to execute an agreement upon the conclusion of successful negotiations by the Administration. The solicitation is currently under the cone of silence. BACKGROUND/HISTORY Over the past several decades, the cultural landscape of Miami Beach has evolved into a world- class destination for performing and visual arts. Visionary leaders have long understood the transformative potential of the arts and cultural economy for Miami Beach. In 1984, the City launched an Art in Public Places program that allocates two (2%) percent of hard costs for City and public/private projects to purchase public art. In 1998, the City strengthened its commitment to the arts by establishing the Cultural Arts Council (CAC) to develop, coordinate, and promote the arts in Miami Beach. Since the program's inception, the City of Miami Beach Mayor and Commission and the CAC have awarded approximately $20 million in cultural arts grants, supporting thousands of performances, exhibits, and other cultural activities in the City. At present, the City awards $1,050,000 in annual grants to cultural anchor institutions and presenting organizations that create cycles of performances and events all year round. In addition, $2 million is allocated to sponsor cultural, sports, and holiday events throughout the year. These successful programs are innovative, far-reaching, and energetic. The City's cultural investment is complemented by privately sponsored events. The result is an arts agenda impressive in reach, frequency, and programmatic diversity. A well-qualified consultant is needed to assist the Tourism and Culture Department with strategic communications and publicity services related to the City's robust arts and culture programming, including, but not limited to, strategy, marketing, media outreach, social media, and public relations. In the past, the department has sought quotes annually for the services. However, the Page 67 of 1862 department is interested in considering a longer-term arrangement to ensure that a more strategic approach can be developed and implemented. Accordingly, the Administration developed RFQ 2024-010-ND for public relations services for arts and culture, seeking proposals for the desired services. ANALYSIS On January 31, 2024, the Mayor and the City Commission authorized the issuance of RFQ No. 2024-010-ND for public relations services for arts and culture. On January 31, 2024,the RFQ was issued. A voluntary pre-proposal conference to provide information to proposers submitting a response was held on February 14, 2024. Three (3)addenda were issued, and 100 prospective bidders accessed the advertised solicitation. RFQ responses were due and received on April 5, 2024. The City received a total of ten (10) proposals from the following firms: • Blue Medium, Inc. • CCOM Group, Inc. • Circle of One Marketing Inc. • Culture Counsel II, Inc. • Department PR • E-PR Online • Hylink Group • Mozaic Media & Communications, Inc. • Perfect Plan Public Relations, LLC • The Weinbach Group, Inc. On April 29, 2024, the City Manager appointed the Evaluation Committee via LTC # 158-2024. The Evaluation Committee convened on May 17, 2024, to consider proposals received. The Committee was comprised of Melissa Berthier, Director, Office of Marketing and Communications; Lissette Garcia Arrogante, Director, Tourism and Culture Department; Ian Rand, Assistant Director of Marketing and Communications, The Wolfsonian — FIU; and Grisette Roque Marcos, Executive Director, Miami Beach Visitors and Convention Authority. The Committee was provided an overview of the project and information relative to the City's Cone of Silence Ordinance and the Government Sunshine Law. The Committee was also provided with general information on the scope of services and a copy of each proposal. The Committee was instructed to score and rank each proposal pursuant to the evaluation criteria established in the RFQ. The evaluation process resulted in the ranking of proposers as indicated in Attachment A. The Evaluation Committee deemed Culture Counsel II, Inc. (Culture Counsel)the best-qualified firm to provide public relations services for arts and culture. The Evaluation Committee noted that Culture Counsel II, Inc. has years of experience in the art world and an extensive network of journalists and editors that will generate a variety of pitching angles and evergreen narratives around arts and culture in the City. Culture Counsel will be able to diversify outreach across different channels of media, sharing the City's news with and placing stories in national and international broadsheets, art publications, and popular culture, lifestyle, philanthropy, architecture, and travel press. The Evaluation Committee also noted that Culture Counsel not only has long-term collaborations in Miami-Dade County but has communicated some of the most impactful cultural projects in the country, from museum openings to art fairs (NADA Miami Beach, The Armory Show, Dallas Art Fair), public art initiatives (Creative Tiem, Time Square Arts), and citywide biennials (Prospect New Orleans, Performa, Fotofocus). Culture Counsel works with arts communities across the country, spurring momentum through media outreach, community engagement, programming, and partnerships. Though Culture Counsel works in many cultural sectors, from architecture and design to philanthropy and Page 68 of 1862 entertainment, its work in the art world has defined the firm since 2015. Through its work with various types of cultural institutions (funders, grantmakers, non-profit presenting organizations, commercial spaces), it harnesses a network effect that amplifies audience engagement and spotlights entire communities. Its Miami-Dade County collaborations include NADA Miami Beach, the Perez Art Museum Miami, MOCA North Miami, Nina Johnson Gallery, Oolite Arts, the Joh S. and James L. Knight Foundation, and the 0, Miami Poetry Festival. All references provided positive feedback. The Evaluation Committee also deemed Blue Medium, Inc., (Blue Medium) the second-ranked proposer, and Department PR, the third-ranked proposer, qualified in the event that negotiations with Culture Counsel II, Inc. are unsuccessful. Blue Medium, founded in 2000, is a public relations company specializing in serving the visual arts, architecture, and design communities. From long-term, full-scale communications strategy and implementation to shorter-term project-based public relations, Blue Medium provides a range of services founded upon lasting relationships with the media we serve and a high standard of professional trust and reliability. Its clients include, but are not limited to, the Andy Warhol Museum, The Mystic Seaport Museum, and the Rhode Island School of Design. All references provided positive feedback. Finally, Blue Medium is the incumbent providing these services to the City, and the City has been satisfied with its work and offered positive feedback. Department PR is a women-led multicultural communications firm based in New York City that is dedicated to the arts, design, and culture. Its approach is human-centric and collaborative, with a proven track record of setting goals and achieving them. It centers its communications campaigns on strategic thinking, deep relationships with art and cultural media worldwide, and creative thinking to create dynamic storytelling for its clients that is compelling and effective. It has worked on notable campaigns worldwide with notable recent projects in Florida, including the SCOPE Art Show, The Museum of Fine Arts, St. Petersburg, and the ArtLife of West Palm Beach. All references provided positive feedback. FISCAL IMPACT STATEMENT The Tourism and Culture Department has budgeted $60,000 for these services. Fees will be established through the negotiation process. Services pursuant to the award of this RFQ shall be subject to successful negotiations and the availability of funds approved through the City's budgeting process. It is not anticipated that grant funding will be utilized for this project. 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/meetinq-notices/ FINANCIAL INFORMATION 160-0380-000312-25-406-548-00-00-00- $60,000 CONCLUSION Based on the foregoing, it is recommended that the Mayor and City Commission approve the Resolution authorizing the Administration to enter into negotiations with Culture Counsel II, Inc., the top-ranked proposer; further, if the Administration is not successful in negotiating an agreement with Culture Counsel II, Inc., authorize the Administration to enter into negotiations with Blue Medium, Inc., as the second-ranked proposer; further, if the Administration is not Page 69 of 1862 successful in negotiating an agreement with Blue Medium, Inc., authorize the Administration to enter into negotiations with Department PR, as the third-ranked proposer; and further authorize the City Manager and City Clerk to execute an agreement upon conclusion of successful negotiations by the Administration. Applicable Area Citywide 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? No 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 Procurement Sponsor(s) Co-sponsor(s) Page 70 of 1862 ii.lr."r Ila*P1 r '$101440,1111 . .,. - ...o.•••.-4•01 .. ' ' 1 Ltif!, r.012 II 7, ; . /•; 4 1 i ! I 1 1 1- '' i. '", e11111,11(gtiegi : .*4 I I ! Alit RV I . ! ▪ .... .. ....... i -`, • . 5?.:,141i *A4all h w ., :-:47*Owwq•Ir.1..• ; : 1 V I i,vasstafor i 1 i ,_, '1 i v,410elese0,00 — 7--,..--t T-4' :7'tVillik411101M1* i , • • i . . . its;4;..,411$ I1.1 4.1 , r I .. I F.....1....„ , • 1 , • 1 ! , ., II; 1 I, , i il IIl8 ' 111 Is l . 1 li , li 1 ! ai ,g __,), I 1 , Page 71 of 1862 ATTACHMENT B ADDENDUM AND RFQ SOLICITATION M I A M I BEACH PROCUREMENT DEPARTMENT 1755 Meridian Avenue,3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov ADDENDUM NO. 3 REQUEST FOR QUALIFICATIONS 2024-010-ND FOR PUBLIC RELATIONS SERVICES FOR ARTS AND CULTURE March 28, 2024 This Addendum to the above-referenced RFQ is issued in response to questions from prospective proposers or other clarifications and revisions issued by the City. The RFQ is amended in the following particulars only (deletions are shown by strikethrough, and additions are underlined). I. REVISION. Section 0300, Proposal Submittal Instructions and Format, Section 4 Electronic Proposal Format, Tab 2 Experience and Qualifications of the Firm is hereby amended as follows: 2.1 Qualifications of Proposing Firm. Submit detailed information regarding the relevant experience and proven track record of the firm or its principals in providing the scope of services similar as identified in this solicitation, including experience in providing similar scope of services to a corporate entity, public and/or private. Submit at least three (3) client references within the last five (5) years; . For each reference submitted, the following is required. o agency/client name, o agency/client contact, o contact telephone&email, o scope of services provided, and o start and completion dates. For each reference, identify whether the experience is for the firm or for a principal (include name of principal). II. RESPONSES TO QUESTIONS RECEIVED: 01: I'm located in Texas and I wanted to see if I can respond to the Public Relations Services for Arts&Culture REP? Al: Yes, it is not necessary to be located in Florida. Q2:As per item 16 of the RFQ, Is it necessary to create/update a vendor self-service web before the contract is awarded? Or can this webpage be created/updated once this happens? A2: It is not necessary to create/update the vendor self-service webpage before a contract is awarded. Q3: Regarding experience, you are requesting responses from companies with exemplifying experience in serving the visual arts, architecture, and design communities. Would you consider companies with experience in other industries as well or is past experience in these fields mandatory? A3: Please refer to Section I. Revision. 1 ADDENDUM NO.3 REQUEST FOR QUALIFICATIONS 2024-010-ND FOR PUBLIC RELATIONS SERVICES FOR ARTS AND CULTURE M I A M I B E AC I-i PROCUREMENT DEPARTMENT 1755 Meridian Avenue,3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov Q4: Shall we submit any certificate of insurance/before the Proposal submission deadline or only after the contract is awarded and before the execution of the contract begins A4: A certificate of insurance is not to be provided with the proposal and will be requested from the awarded bidder before the execution of an agreement. Q5: Could you provide us with more detailed insights into the specific outcomes and goals the City aims to achieve through this PR initiative focused on its vibrant arts and culture sector? A5: See Section 0100, Sub-Section 4 for desired scope of services. Q6: From your perspective, how do you envision leveraging PR and marketing services to not only promote cultural engagement but also drive tourism and enhance the City's overall brand identity? A6: See Section 0100, Sub-Section 4 for desired scope of services. Q7: Can you elaborate further on the allocation of the anticipated $60,000 annual budget for these PR services?Additionally, how flexible is the City in terms of adjusting this budget to accommodate potential strategic enhancements? Al: Financial factors are to be negotiated with the selected firm. Q8: In our experience, successful PR and marketing campaigns often require agility and resourcefulness. How open is the City to exploring innovative strategies and solutions within varying budget constraints? A8: Specific scope or solutions are not required at this time. The goal of the RFQ is to select the most qualified firm with whom a contract can be negotiated.As required in the RFQ,interested parties are to submit qualifications and approach in accordance with Section 0300. Q9: We're eager to collaborate with the City of Miami Beach to craft comprehensive communication and marketing strategies that effectively showcase its diverse arts and culture offerings. Could you share more about your vision for this collaboration and any specific insights or expectations you have regarding strategy development? A9: See Section 0100, Sub-Section 4 for desired scope of services. 2 ADDENDUM NO.3 REQUEST FOR QUALIFICATIONS 2024-010-ND FOR PUBLIC RELATIONS SERVICES FOR ARTS AND CULTURE M I AM I B EAC II PROCUREMENT DEPARTMENT 1755 Meridian Avenue,3rd Floor Miami Beach,Florida 33139 www.miamibeachfl.gov Q10: From our perspective, aligning key messages and objectives with the City's cultural programs and communication goals is paramount. How do you envision ensuring that our strategies resonate authentically with the City's unique cultural landscape? A10: The goal of the RFQ is to select the most qualified firm with whom a contract can be negotiated. As required in the RFQ, interested parties are to submit qualifications and approach in accordance with Section 0300. Q11: To optimize the City's cultural marketing plans within the designated budget, we'll need to explore innovative approaches and prioritize strategies that yield the highest impact. Could you provide more context on the City's current marketing efforts and any specific challenges or opportunities you foresee in this regard? All: The goal of the RFQ is to select the most qualified firm with whom a contract can be negotiated. As required in the RFQ, interested parties are to submit qualifications and approach in accordance with Section 0300. Q12: Given the growing importance of social media in modern PR and marketing strategies, how receptive is the City to exploring tailored social media initiatives and campaigns as part of our overall PR efforts? Do you currently use a content agency? Al2: The goal of the RFQ is to select the most qualified firm with whom a contract can be negotiated. As required in the RFQ, interested parties are to submit qualifications and approach in accordance with Section 0300. Q13: How does the organization currently leverage its existing media relationships with publishers to develop advertising/marketing packages?Are there specific strategies or approaches that have been particularly effective in the past? A13: The goal of the RFQ is to select the most qualified firm with whom a contract can be negotiated. As required in the RFQ, interested parties are to submit qualifications and approach in accordance with Section 0300. 014: In terms of social media, what are the organization's goals and priorities? Can you provide examples of successful social media campaigns or initiatives within the arts and culture sector that the organization admires or would like to emulate? A14: The goal of the RFQ is to select the most qualified firm with whom a contract can be negotiated. As required in the RFQ, interested parties are to submit qualifications and approach in accordance with Section 0300. 3 ADDENDUM NO.3 REQUEST FOR QUALIFICATIONS 2024-010-ND FOR PUBLIC RELATIONS SERVICES FOR ARTS AND CULTURE M I AM I B EAC H PROCUREMENT DEPARTMENT 1755 Meridian Avenue,3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov Q15: Do you have a current contract with a media agency of record? A15: No. Q16: Can you provide historical performance? A16: Not applicable. Q17: Crafting compelling media materials is essential for effectively showcasing the City's cultural offerings. Can you provide us with more information on the City's existing media assets and any specific expectations or preferences you have regarding the development or adaptation of these materials? How do these materials align with the organization's branding and messaging goals? A17: The goal of the RFQ is to select the most qualified firm with whom a contract can be negotiated.As required in the RFQ, interested parties are to submit qualifications and approach in accordance with Section 0300. Q18: From your perspective,what elements are essential for ensuring that our developed materials accurately capture the vibrancy and diversity of the City's arts and culture scene? A18: The goal of the RFQ is to select the most qualified firm with whom a contract can be negotiated. As required in the RFQ, interested parties are to submit qualifications and approach in accordance with Section 0300. Q19: What specific elements would the organization like to see included in media kits and press releases to ensure they effectively communicate key information and capture the attention of media outlets and stakeholders? A19: The goal of the RFQ is to select the most qualified firm with whom a contract can be negotiated. As required in the RFQ, interested parties are to submit qualifications and approach in accordance with Section 0300. Q20: Generating compelling media coverage and fostering meaningful relationships with journalists and influencers are key components of successful PR campaigns. How does the City envision leveraging our expertise to secure impactful coverage and media experiences for its arts and culture programs? A20: The goal of the RFQ is to select the most qualified firm with whom a contract can be negotiated. As required in the RFQ, interested parties are to submit qualifications and approach in accordance with Section 0300. 4 ADDENDUM NO.3 REQUEST FOR QUALIFICATIONS 2024-010-ND FOR PUBLIC RELATIONS SERVICES FOR ARTS AND CULTURE M I AM I BEi\ I-I PROCUREMENT DEPARTMENT 1755 Meridian Avenue,316 Floor Miami Beach,Florida 33139 www.miamibeachfl.gov Q21: How does the organization currently coordinate media trips and facilitate coverage of arts and culture programs by national and international media outlets? Are there specific media outlets or publications that the organization prioritizes for coverage? A21: The City works with the local conventions bureau to coordinate media trips specific to Art Week in December only. Q22: Can you provide examples of successful media outreach initiatives undertaken by the organization in the past? What strategies have been most effective in securing positive media coverage and increasing visibility? A22: The City expects for our arts and culture programming and/or initiatives to receive coverage from contemporary visual arts magazines and publications. We have received front page coverage from Art Newspaper and the Arts section in the New York Times for our programs during Miami Beach Art Week.broad to Q23: Building strong relationships with City leadership and key stakeholders is critical for maximizing media exposure and collaboration opportunities.How can we best support these efforts and facilitate meaningful connections on behalf of the City? A23: This RFQ seeks to promote cultural engagement through the City's arts and culture initiatives. The City's Communications Department focuses on the overall brand identity. Q24: Proactively monitoring media coverage and swiftly addressing any inaccuracies are essential for safeguarding the City's reputation within the arts and cmentulture sphere. Can you provide more information on the City's existing protocols and procedures for managing media relations and addressing reputational challenges? A24: This RFQ seeks to promote cultural engagement through the City's arts and culture initiatives. The City's Communications Department focuses on the overall brand identity. Q25: How does the City envision our role in maintaining transparency and integrity in our PR efforts, particularly when navigating potential reputational risks or controversies? What is your current strategy and what are the top 3 gaps you need to fill? A25:The purpose of the RFQ is to select the best-qualified(as determined by the City) firm for the project. Responses pursuant to the RFQ are not to include scope. Rather, as required per the RFQ, proposers are to submit their qualifications as indicated in Section 0300. After selection, the City and the selected firm will negotiate scope, terms, and cost. 5 , ADDENDUM NO.3 REQUEST FOR QUALIFICATIONS 2024-010-ND FOR PUBLIC RELATIONS SERVICES FOR ARTS AND CULTURE M I AM I BEACH PROCUREMENT DEPARTMENT 1755 Meridian Avenue,3rd Floor Miami Beach, Florida 33139 www.rmamibeachfl.gov Q26: Clear communication and collaboration are essential for driving project success. Can you provide more details on the City's preferred communication channels and any specific expectations or preferences you have regarding our engagement and reporting processes? A26: The goal of the RFQ is to select the most qualified firm with whom a contract can be negotiated. As required in the RFQ, interested parties are to submit qualifications and approach in accordance with Section 0300. Q27: From your perspective, what level of involvement and oversight does the City anticipate from our team throughout the duration of the project, particularly in terms of communication and decision- making? A27: The goal of the RFQ is to select the most qualified firm with whom a contract can be negotiated. As required in the RFQ, interested parties are to submit qualifications and approach in accordance with Section 0300. Q28: Establishing clear performance metrics and evaluation criteria is crucial for measuring the impact and effectiveness of our PR strategies.Can you provide more insight into the City's preferred KPIs and any specific benchmarks or goals you have in mind for evaluating our performance? Do you have a working dashboard? A28: Specific scope or solutions are not required at this time. The goal of the RFQ is to select the most qualified firm with whom a contract can be negotiated. As required in the RFQ,interested parties are to submit qualifications and approach in accordance with Section 0300. Q29: As PR and marketing experts, we're committed to continuous improvement and optimization based on performance data and stakeholder feedback.How does the City envision collaborating with us to refine and enhance our strategies over time? A29: The goal of the RFQ is to select the most qualified firm with whom a contract can be negotiated.As required in the RFQ, interested parties are to submit qualifications and approach in accordance with Section 0300. Q30: Will the PR services include a requirement for a bi-lingual/Spanish-speaking) agency team member for Spanish-language media (e.g.,Telemundo, People en Espanol, Univision) relations? A30: No. Q31: Will the Marketing and Social Media work scope necessitate social media management, content creation, and media buying? Is that part of an additional budget? A31:No. 6 ADDENDUM NO.3 REQUEST FOR QUALIFICATIONS 2024-010-ND FOR PUBLIC RELATIONS SERVICES FOR ARTS AND CULTURE M I AM I BEACF-1 PROCUREMENT DEPARTMENT 1755 Meridian Avenue,3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov Q32: What specific metrics or KPIs will be used to measure the success for the PR program? A32: The goal of the RFQ is to select the most qualified firm with whom a contract can be negotiated. As required in the RFQ, interested parties are to submit qualifications and approach in accordance with Section 0300. Q33: In addition to the stated dedicated budget of $60,000, are there any financial resources set aside for activities related to generating new creative ideas or activations? A33: The goal of the RFQ is to select the most qualified firm with whom a contract can be negotiated. As required in the RFQ, interested parties are to submit qualifications and approach in accordance with Section 0300. Q34: What is the preferred format for the submission? We noticed the RFP makes a reference to tabs, would it be tabs in an Excel document or chapters in a Word/PDF file? A34: See Section 0300. Q35: Is there a specific list of international DMAs for the allocated budget in this RFP? A35: The goal of the RFQ is to select the most qualified firm with whom a contract can be negotiated. As required in the RFQ, interested parties are to submit qualifications and approach in accordance with Section 0300. Q36: What are the priority international countries or markets to attract visitation? A36: The goal of the RFQ is to select the most qualified firm with whom a contract can be negotiated. As required in the RFQ, interested parties are to submit qualifications and approach in accordance with Section 0300. Q37: What are the priority domestic markets to attract visitation both in-state and out of state? A37:The goal of the RFQ is to select the most qualified firm with whom a contract can be negotiated.As required in the RFQ, interested parties are to submit qualifications and approach in accordance with Section 0300. Q38: Is there a preferred or currently used monitoring service (i.e. Meltwater, Muck Rack, Cision, etc.)? A38: The goal of the RFQ is to select the most qualified firm with whom a contract can be negotiated. As required in the RFQ, interested parties are to submit qualifications and approach in accordance with Section 0300. ADDENDUM NO.3 REQUEST FOR QUALIFICATIONS 2024-010-ND FOR PUBLIC RELATIONS SERVICES FOR ARTS AND CULTURE M I AM I BE/\CI-I PROCUREMENT DEPARTMENT 1755 Meridian Avenue,3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov Q39: What relevant PR metrics (KPIs) do you use to determine success? A39: The goal of the RFQ is to select the most qualified firm with whom a contract can be negotiated. As required in the RFQ, interested parties are to submit qualifications and approach in accordance with Section 0300. Q40: Besides the base budget of$60,000, will the chosen vendor be responsible for sponsorships, recruitment of events/cultural events, and/or media buys? A40: The goal of the RFQ is to select the most qualified firm with whom a contract can be negotiated. As required in the RFQ, interested parties are to submit qualifications and approach in accordance with Section 0300. Q41:Are there points bonuses for client services representatives located in Florida, or Miami? A41: No. Q42: Is the service provider required to be located in Florida?Are there points deducted or added if the service provider is located in Miami or in the State of Florida? A42: See response to items Q1 and Q41 above. Q43: Is the SOW limited to traditional media or are you also open influencer/content creator marketing services? If not, can we include a recommendation to activate an influencer program? A43: The scope is for traditional media, however, we are open to engage influencer/content creator marketing strategies for Miami Beach Art Week. Q44: Is there a KPI or quantity of events that are to be invited or attracted to this year? For example - music, art, open park, and others, what are the quantities/categories? A44: The goal of the RFQ is to select the most qualified firm with whom a contract can be negotiated. As required in the RFQ, interested parties are to submit qualifications and approach in accordance with Section 0300. Q45: Is there a desire to raise awareness for specific events within the current arts & culture program? A45: The goal of the RFQ is to select the most qualified firm with whom a contract can be negotiated. As required in the RFQ, interested parties are to submit qualifications and approach in accordance with Section 0300. 8 ADDENDUM NO.3 REQUEST FOR QUALIFICATIONS 2024-010-ND FOR PUBLIC RELATIONS SERVICES FOR ARTS AND CULTURE M I /\t'v'\ I BEit\ 2 H PROCUREMENT DEPARTMENT 1755 Meridian Avenue,3 d Floor Miami Beach, Florida 33139 www.miamibeachfl.gov Q46: Is the vendor in any way able to suggest any additional programs or cultural events to bring to Miami Beach? A46: The goal of the RFQ is to select the most qualified firm with whom a contract can be negotiated. As required in the RFQ, interested parties are to submit qualifications and approach in accordance with Section 0300. Q47: In Section 4 - Financial Capacity of the questionnaire, the link provided for requesting an SQR report from D&B has been inactive for several weeks. Despite our attempts to resolve this through direct contact with D&B, we have not been successful. Is there an alternative method available to obtain the SQR report? And can you please confirm that this is required at this time? A47: The Dun&Bradstreet Supplier Qualification Report(SQR) is not to be submitted with the proposal. When requested by the City, Proposer shall arrange for Dun & Bradstreet to submit an SQR directly to the City. Q48: regarding the Certificate of Insurance (C01), could you please clarify whether it needs to be completed before submitting the proposal? A48: it is not required to include proof of insurance as part of the bid submittal. Any questions regarding this Addendum should be submitted in writing to the Procurement Management Department to the attention of the individual named below, with a copy to the City Clerk's Office at RafaelGranado@miamibeachfl.gov Contact: Telephone: Email: Natalia Delgado 305-673-7000 ext. 26263 nataliadelgado@miamibeachfl.gov Bidders are reminded to acknowledge receipt of this addendum as part of your RFQ submission. Sincerely, Kristy Ba a Procurement Contract Manager 9 ADDENDUM NO.3 REQUEST FOR QUALIFICATIONS 2024-010-ND FOR PUBLIC RELATIONS SERVICES FOR ARTS AND CULTURE M I A M I BEACH PROCUREMENT DEPARTMENT 1755 Meridian Avenue,3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov ADDENDUM NO. 2 REQUEST FOR QUALIFICATIONS 2024-010-ND FOR PUBLIC RELATIONS SERVICES FOR ARTS AND CULTURE March 20, 2024 This Addendum to the above-referenced RFQ is issued in response to questions from prospective proposers or other clarifications and revisions issued by the City. The RFQ is amended in the following particulars only(deletions are shown by strikethrough, and additions are underlined). I. REVISION: RFQ DUE DATE AND TIME. The deadline for the electronic receipt of bids through Periscope S2G is extended until 3:00 pm, on Friday,April 5, 2024. All bids received and time stamped through Periscope S2G prior to the bid submittal deadline shall be accepted as timely submitted. Bids cannot be submitted after the deadline established for receipt of proposals. Hard copy bids or bids received electronically, either through email or facsimile, submitted prior to or after the deadline for receipt of bids are not acceptable and will be rejected. Late bids cannot be submitted, bidders are cautioned to plan sufficiently. The City will in no way be responsible for delays caused by technical difficulty or caused by any other occurrence. A FORTHCOMING ADDENDUM WILL CONTAIN RESPONSES TO QUESTIONS RECEIVED. Any questions regarding this Addendum should be submitted in writing to the Procurement Management Department to the attention of the individual named below, with a copy to the City Clerk's Office at RafaelGranado@miamibeachfl.gov Contact: Telephone: Email: Natalia Delgado 305-673-7000 ext. 26263 nataliadelgado@miamibeachfl.gov Bidders are reminded to acknowledge receipt of this addendum as part of your RFQ submission. Sincerely, Natalia Delgado Procurement Contracting Officer III ADDENDUM No.2 REQUEST FOR QUALIFICATIONS 2024-010-ND FOR PUBLIC RELATIONS SERVICES FOR ARTS AND CULTURE M I A M I B E AC H PROCUREMENT DEPARTMENT 1755 Meridian Avenue,3'0 Floor Miami Beach, Florida 33139 www.miamibeachfl.gov ADDENDUM NO. 1 REQUEST FOR QUALIFICATIONS 2024-010-ND FOR PUBLIC RELATIONS SERVICES FOR ARTS AND CULTURE March 11, 2024 This Addendum to the above-referenced RFQ is issued in response to questions from prospective proposers or other clarifications and revisions issued by the City. The RFQ is amended in the following particulars only(deletions are shown by strikethrough, and additions are underlined). I. REVISION: RFQ DUE DATE AND TIME. The deadline for the electronic receipt of bids through Periscope S2G is extended until 3:00 pm, on Wednesday, March 27, 2024. All bids received and time stamped through Periscope S2G prior to the bid submittal deadline shall be accepted as timely submitted. Bids cannot be submitted after the deadline established for receipt of proposals. Hard copy bids or bids received electronically, either through email or facsimile, submitted prior to or after the deadline for receipt of bids are not acceptable and will be rejected. Late bids cannot be submitted, bidders are cautioned to plan sufficiently. The City will in no way be responsible for delays caused by technical difficulty or caused by any other occurrence. A FORTHCOMING ADDENDUM WILL CONTAIN RESPONSES TO QUESTIONS RECEIVED. Any questions regarding this Addendum should be submitted in writing to the Procurement Management Department to the attention of the individual named below, with a copy to the City Clerk's Office at RafaelGranado@miamibeachfl.gov Contact: Telephone: Email: Natalia Delgado 305-673-7000 ext. 26263 nataliadelgado@miamibeachfl.gov Bidders are reminded to acknowledge receipt of this addendum as part of your RFQ submission. Sincerely, th Pa Natalia Delgado Procurement Contracting Officer III 1 ADDENDUM NO.1 REQUEST FOR QUALIFICATIONS 2024-010-ND FOR PUBLIC RELATIONS SERVICES FOR ARTS AND CJLTURE MIAMI BEACH Request for Qualifications (RFQ) 2024-010-N D Public Relations Services for Arts and Culture SOLICITATION SECTIONS: 0100 INSTRUCTIONS TO RESPONDENTS 0200 GENERAL CONDITIONS 0300 PROPOSAL SUBMITTAL INSTRUCTIONS & FORMAT 0400 PROPOSAL EVALUATION APPENDICES: APPENDIX A SPECIAL CONDITIONS APPENDIX B INSURANCE REQUIREMENTS APPENDIX C SAMPLE CONTRACT SECTION 0100 INSTRUCTIONS TO RESPONDENTS &GENERAL CONDITIONS 1. GENERAL. This Request for Qualifications(RFQ) is issued by the City of Miami Beach, Florida (the"City"), as the means for prospective Proposers to submit proposals for the City's consideration in evaluating qualifications to select a firm with whom it may negotiate an agreement for the purpose noted herein. The City utilizes Periscope S2G (formerly known as BidSync) (www.periscopeholdinqs.com or www.bidsync.com) for automatic notification of competitive solicitation opportunities and document fulfillment, including the issuance of any addendum to this RFQ. Any prospective Proposer who has received this RFQ by any means other than through Periscope S2G must register immediately with Periscope S2G to assure it receives any addendum issued to this RFQ. Failure to receive an addendum may result in disqualification of proposal submitted. 2. BACKGROUND. Over the past several decades, the cultural landscape of Miami Beach has evolved into a world- class destination for performing and visual arts. Visionary leaders have long understood the transformative potential of the arts and cultural economy for Miami Beach. In 1984,the City launched an Art in Public Places program that allocates two (2%) percent of hard costs for City and public/private projects to purchase public art. In 1998, the City strengthened its commitment to the arts by establishing the Cultural Arts Council ("CAC") to develop, coordinate, and promote the arts in Miami Beach. Since the program's inception, the City of Miami Beach Mayor and Commission and the CAC have awarded approximately $20 million in cultural arts grants, supporting thousands of performances, exhibits, and other cultural activities in the City.At present, the City awards $1,050,000 in annual grants to cultural anchor institutions and presenting organizations that create cycles of performances and events all year round. In addition,$2 million is allocated to sponsor cultural, sports, and holiday events throughout the year. These successful programs are innovative, far- reaching, and energetic. The City's cultural investment is complemented by privately sponsored events. The result is an arts agenda impressive in reach, frequency, and programmatic diversity. The City provides a full roster of innovative arts and cultural programming. These programs include, but are not limited to the following: Art in Public Places ("AiPP") Artworks commissioned by AiPP add value to the public art collection, attract international attention, and celebrate the diversity and heritage of Miami Beach. Since its inception in 1995, the Art in Public Places program has commissioned and acquired twenty-eight (28) works of permanent public art. The latest additions to AiPP collection were by artists Jaume Plensa (Spain) and FriendsWithYou (Los Angeles) in 2022. In 2019, the program completed six(6) permanent, site-specific permanent works of public art at the newly renovated and expanded Miami Beach Convention Center ("MBCC"). The works include artists—Franz Ackermann (Berlin), Elmgreen & Dragset (Berlin), Ellen Harvey (New York), Joseph Kosuth (London/New York), Joep van Lieshout (Rotterdam),and Sarah Morris (New York).The$7M investment in public art represented the largest municipal project, of its kind to be installed, in the United States. Notable for more than just the scale, the project grew out of a strident curatorial approach, requiring a complex and collaborative process that stretched over five(5)years from initial planning to final installation. Temporary Public Art Projects Regarded as an international destination for arts and culture,Miami Beach is dedicated to commissioning works of temporary public art that evoke a unique sense of place and thoughtfully engage our residents and visitors. In 2022, the City launched Elevate Espanola, a dedicated art installation site designed to enhance the Espanola Way corridor and encourage pedestrian connectivity to Ocean Drive. Elevate Espanola hosts two exhibitions each season,with current commissions by artists Assume Vivid Astro Focus and Beatriz Chachamovits. Previous temporary public art commissions have included Leandro Erlich, Order of Importance (2019), Carlos Betancourt, Milagros!(2021), FriendsWithYou, Little Cloud Sky(2021) and Starchild(2022)and Edouard Duval Carrie, Trapeze Contortionists(2022). No Vacancy, Miami Beach is a juried art competition that celebrates artists, provokes critical discourse, and invites the public to experience 10 of Miami Beach's famed hotels as destination art spaces. For the fourth edition of No Vacancy, $35,000 in prizes were awarded, divided between a $10,000 prize determined by public vote and a $25,000 prize awarded by a jury of art experts. Each selected artist receives a stipend of$10,000 to realize their project. The project is produced in collaboration with the Miami Beach Visitor and Convention Authority ("MBVCA"). The program exhibits work for a four-week period each November-December. Legacy Purchase Program is a collaboration with Art Basel Miami Beach, under the direction of the AiPP, which sets out to purchase a work of art each year to add to the AiPP collection within the MBCC campus. The program aims to strengthen the connection between the City, residents and visitors, and Art Basel Miami Beach. By allowing the residents and visitors to participate in the public art collection selection process,we embed the importance of acquiring meaningful public art and expanding our relationship with Art Basel by enhancing our community engagement in the annual event.To date,the program has acquired artworks by Amoako Boafo,Sanford Biggers,Anneke Eussen, Ebony G. Patterson, Farah Al Qasimi, and Juana Valdes. Culture Crawl brings together some of the world's best cultural institutions for a night of free, unique,and unforgettable cultural experiences. Every third Thursday of the month, October-May, 6 p.m. to 9 p.m., Miami Beach comes alive with art and culture as various institutions and buildings open their doors to give the public a taste of what they have to offer. From backstage tours, exhibition openings, temporary public art, and free film screenings in the park, the evening is a unique opportunity to experience Miami Beach's cultural institutions free of charge. Miami Beach OnStage! is the city's largest free outdoor performing and visual arts program with live performances and site-specific temporary art installations in Miami Beach's beautiful parks, pedestrian streets, and other unexpected locations.. These culturally diverse performances include music, movies, dance, and art. Created from the 1-Million Dollars for Cultural Programming approved by the Mayor and City Commission in June 2021,events have taken place in Collins Park, Lummus Park, Normandy Plaza, Scott Rakow Youth Center, Lincoln Road, Pride Park, Collins Canal Park, Muss Park, Altos Del Mar Park, Soundscape Park, Harry Liebman Square, and Espanola Way. Miami Beach OnStage! is produced in partnership with local cultural presenters, including Miami Beach Jewish Film Festival, South Beach Jazz Festival, Miami Beach Classical Music Festival, 0, Miami, Community Arts and Culture, and Global Arts. Through the various events,Miami Beach OnStage!has provided more than 80 free programs to almost 6,000 residents to date. It is scheduled to begin the fourth season in 2024. 3. PURPOSE. The City is seeking proposals from qualified public relations firms interested in being considered for public relations services for arts and culture for the City of Miami Beach Tourism and Culture Department,Art in Public Places Programs1 and Office of Marketing and Communications. Through this RFQ, the City is seeking a consultant to assist the Tourism and Culture Department with developing its arts and culture strategy, marketing and social media services (related materials), national and international media outreach, and public relations. The anticipated annual budget for the services is$60,000. In its sole discretion, the City may increase or decrease the budget. 4. SCOPE OF SERVICES REQUIRED. The City is looking to develop a comprehensive public relations strategy that focuses on the City's entire arts and culture portfolio.Arts, culture,and creativity are essential to Miami Beach's unique character and identity. The City is seeking a qualified firm to nationally and internationally promote the City's arts and culture programs and develop a strategic public relations plan that considers the tremendous growth the City's cultural community has experienced over the past decade. Subject to negotiations with the most qualified firm, the scope of services may include, but is not limited to the following: Strategy Development: • Develop communications and marketing strategies, plans/timelines to ensure that PR assets, media invitations, and announcement deadlines are developed and executed; • Develop key messages and objectives to embed and enhance an understanding of the City's cultural programs, operations, and communications goals; and, • Develop media strategies and sample story angles that elevate the awareness of programming, community, exhibitions, events, and leadership. The City of Miami Beach Art in Public Places and cultural programs have been featured in publications such as The New York Times,Vogue International, Financial Times,The Observer,T Magazine,Conde Nast Traveler,designboom,Forbes,Artnet News,Galerie Magazine,Art Newspaper,New York Post, Wallpaper*,Citylab and Hyperallergic,among others Marketing and Social Media: • Where applicable, review City's general cultural marketing plans and, working within a set budget, provide recommendations for advertising purchasing and earned media; • Leverage existing media relationships with publishers to develop favorable advertising/marketing packages; •Advise on separate advertising/marketing plans for digital platforms (if budget is available); • Conduct periodic audits of existing social media practices and provide analysis of best practices; • Identify digital and social media assets to post in a timely manner on City's platforms to complement the PR initiatives and increase attention and audience to the programs. Materials Development: • Review and adapt existing media materials and advise on other collateral relating to the exhibitions and programs; • Develop media kits to include, at a minimum, fact sheets, leadership biographies, short history/timelines with key dates, institutional image sheets;and, • Develop news releases for major announcements(up to four per quarter). Media Outreach: • Provide recommendations and develop media trips for members of the national and international media to visit and cover arts and culture programs in the City of Miami Beach; • Perform all national and international media outreach on behalf of the City; • Facilitate all media relations and appointments between the City, the artists' studios, cultural institutions, presenting organizations, galleries, and other parties involved with the realization of the programming; • Pitch media opportunities with City leadership; • Develop introductions between City leadership and other contemporary art professionals and art journalists; •Advise on top media that should receive exhibition catalogs and/or other printed materials; and, • Monitor big-picture stories developing in the media that could pertain to Miami Beach and advise on positioning itself as a source for quotes and information (when appropriate). General Public Relations Services: • Serve as national and international media contact on the media materials; • Review existing media contact list and provide refreshed/expanded set of contacts; • Send regular updates on new media contacts and staffing changes among media outlets; •Advise on protocol and methods for expediently correcting inaccuracies published in the media; • Provide general public relations counsel for the duration of the agreement on any issue that may affect the reputation of the City's arts and culture portfolio; • Provide media tracking services with links to coverage and clippings as they happen. Client Relations: •Assign one Account Director to work directly with the City to execute services •Conduct bi-weekly touch-base phone calls and quarterly full team phone calls to keep the City team informed of public relations efforts and to keep updated on the City's initiatives and programming; • Provide weekly reports on activities on behalf of the City, including updates on the status of pending press,as well as links and/or clippings of recent coverage; and, • Provide biannual reports of all coverage, media materials, and reach. 5.ANTICIPATED RFQ TIMETABLE. The tentative schedule for this solicitation is as follows: RFQ Issued January 31, 2024 MIAMI BEACH Pre-Proposal Meeting February 14, 2024 @ 1:30 p.m. ET Join on your computer or mobile app Click here to join the meeting Or call in(audio only) +1 786-636-1480 United States, Miami Phone Conference ID: 725 213 425# Deadline for Receipt of Questions February 29, 2024 @ 5:00 p.m. ET Responses Due March 18, 2024 @ 3:00 p.m. ET To join on your computer or mobile app Click here to join the meeting Or call in(audio only) +1 786-636-1480 United States, Miami Phone Conference ID:447 980 426# Evaluation Committee Review TBD Tentative Commission Approval TBD Contract Negotiations Following Commission Approval 6. PROCUREMENT CONTACT. Any questions or clarifications concerning this solicitation shall be submitted to the Procurement Contact noted below: Procurement Contact. Telephone. Email: Natalia Deli ado 305-673-7000 x26263 NataliaDel•ado• miamibeachfl.•ov Additionally. the City Clerk is to be cosied on all communications via e-mail at: RafaelGranado • miamibeachfl.•ov: or via facsimile: 786-394-4188. The Proposal title/number shall be referenced on all correspondence. All questions or requests for clarification must be received no later than ten (10) calendar days prior to the date proposals are due as scheduled in Section 0100-5. All responses to questions/clarifications will be sent to all prospective Proposers in the form of an addendum. 7. PRE-PROPOSAL MEETING OR SITE VISIT(S). A pre-proposal meeting or site visit(s) may be scheduled. Attendance for the pre-proposal meeting shall be via web conference and recommended as a source of information but is not mandatory. Proposers interested in participating in the Pre-Proposal Meeting must follow these steps: Join on your computer or mobile app Click here to join the meeting Or call in(audio only) +1 786-636-1480 United States, Miami Phone Conference ID: 725 213 425# Proposers who are participating should send an e-mail to the contact person listed in this RFQ expressing their intent to participate. 8. PRE-PROPOSAL INTERPRETATIONS. Oral information or responses to questions received by prospective Proposers are not binding on the City and will be without legal effect, including any information received at pre- submittal meeting or site visit(s). The City by means of Addenda will issue interpretations or written addenda clarifications considered necessary by the City in response to questions. Only questions answered by written addenda will be binding and may supersede terms noted in this solicitation. Addendum will be released through Periscope S2G. Any prospective proposer who has received this RFQ by any means other than through Periscope S2G must register immediately with Periscope S2G to assure it receives any addendum issued to this RFQ. Failure to receive an addendum may result in disqualification of proposal. Written questions should be received no later than the date outlined in the Anticipated RFQ Timetable section. MIAMI BEACH 9. CONE OF SILENCE. This RFQ is subject to, and all proposers are expected to be or become familiar with, the City's Cone of Silence Requirements, as codified in Section 2-486 of the City Code. Proposers shall be solely responsible for ensuring that all applicable provisions of the City's Cone of Silence are complied with, and shall be subject to any and all sanctions, as prescribed therein, including rendering their response voidable, in the event of such non-compliance. Communications regarding this solicitation are to be submitted in writing to the Procurement Contact named herein with a copy to the City Clerk at rafaelgranado(a,miamibeachfl.gov 10. ADDITIONAL INFORMATION OR CLARIFICATION. After proposal submittal, the City reserves the right to require additional information from Proposers (or Proposer team members or sub-consultants) to determine: qualifications (including, but not limited to, litigation history, regulatory action, or additional references); and financial capability(including, but not limited to,annual reviewed/audited financial statements with the auditors notes for each of their last two complete fiscal years). 11. PROPOSER'S RESPONSIBILITY. Before submitting a response, each Proposer shall be solely responsible for making any and all investigations, evaluations, and examinations, as it deems necessary, to ascertain all conditions and requirements affecting the full performance of the contract. Ignorance of such conditions and requirements,and/or failure to make such evaluations, investigations,and examinations,will not relieve the Proposer from any obligation to comply with every detail and with all provisions and requirements of the contract, and will not be accepted as a basis for any subsequent claim whatsoever for any monetary consideration on the part of the Proposer. 12. DETERMINATION OF AWARD. The City Manager may appoint an evaluation committee to assist in the evaluation of proposals received. The evaluation committee is advisory only to the city manager. The city manager may consider the information provided by the evaluation committee process and/or may utilize other information deemed relevant. The City Manager's recommendation need not be consistent with the information provided by the evaluation committee process and takes into consideration Miami Beach City Code Section 2-369, including the following considerations: (1)The ability, capacity and skill of the Proposer to perform the contract. (2)Whether the Proposer can perform the contract within the time specified,without delay or interference. (3) The character, integrity, reputation,judgment,experience and efficiency of the Proposer. (4) The quality of performance of previous contracts. (5) The previous and existing compliance by the Proposer with laws and ordinances relating to the contract. The City Manager may recommend to the City Commission the Proposer(s) s/he deems to be in the best interest of the City or may recommend rejection of all proposals. The City Commission shall consider the City Manager's recommendation and may approve such recommendation. The City Commission may also, at its option, reject the City Manager's recommendation and select another Proposal or Proposals which it deems to be in the best interest of the City, or it may also reject all Proposals. 13. NEGOTIATIONS. Following selection,the City reserves the right to enter into further negotiations with the selected Proposer. Notwithstanding the preceding, the City is in no way obligated to enter into a contract with the selected Proposer in the event the parties are unable to negotiate a contract. It is also understood and acknowledged by Proposers that no property, contract or legal rights of any kind shall be created at any time until and unless an Agreement has been agreed to; approved by the City; and executed by the parties. 14. E-VERIFY. As a contractor you are obligated to comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility." Therefore, you shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. 15. PERISCOPE S2G (FORMERLY BIDSYNC). The Procurement Department utilizes Periscope S2G, Supplier-to Government electronic bidding (e-Bid) platform. If you would like to be notified of available competitive solicitations released by the City you must register and complete your vendor qualifications through Periscope S2G, Supplier-to- Government www.bidsync.com/Miami-Beach. Registration is easy and will only take a few minutes. For detailed instructions on how to register, complete vendor qualifications and submit electronic bids visit https://www.miamibeachfl.gov/city-hall/procurement/for-approval-how-to-become-a-vendor/. Should you have any questions regarding this system or registration, please visit the above link or contact Periscope S2G, Supplier-to-Government at support@bidsync.com or 800.990.9339, option 1, option 1. 16. HOW TO MANAGE OR CREATE A VENDOR PROFILE ON VENDOR SELF SERVICE (VSS). In addition to registering with Periscope S2G, the City encourages vendors to register with our online Vendor Self- Service web page, allowing City vendors to easily update contacts, attachments (W-9), and commodity information. The Vendor Self-Service(VSS)webpage(https://selfservice.miamibeachfl.qov/vssNendors/default.aspx)will also provide you with purchase orders and payment information. Should you have any questions and/or comments, do not hesitate to submit them to vendorsupportmiamibeachfl.qov 17. SUPPLIER DIVERSITY. In an effort to increase the number and diversity of supplier options in the procurement of goods and services, the City has established a registry of LGBT-owned businesses, as certified by the National LGBT Chamber of Commerce(NGLCC)and small and disadvantaged businesses,as certified by Miami-Dade County. See authorizing resolutions here. If your company is certified as an LGBT-owned business by NGLCC, or as a small or disadvantaged business by Miami-Dade County, click on the link below to be added to the City's supplier registry (Vendor Self-Service) and bid system(Periscope S2G,Supplier-to-Government). These are two different systems and it is important that you register for both. Click to see acceptable certification and to register: https://www.miamibeachfl.gov/city-hall/procurement/how-to- become-a-vendor/ MIAMI BEACH SECTION 0200 GENERAL CONDITIONS FORMAL SOLICITATIONS TERMS&CONDITIONS-GOODS AND SERVICES. By virtue of submitting a proposal in response to this solicitation, proposer agrees to be bound by and in compliance with the Terms and Conditions for Services (dated 10.27.2022), incorporated herein,which may be found at the following link: https://www.miamibeachfl.gov/city-hall/procurement/standard-terms-and-conditions/ MIAMI BEACH SECTION 0300 PROPOSAL SUBMITTAL INSTRUCTIONS AND FORMAT 1. ELECTRONIC RESPONSES (ONLY). Proposals must be submitted electronically through Periscope S2G (formerly BidSync)on or before the date and time indicated. Hard copy proposals or proposals received through email or facsimile are not acceptable and will be rejected. A proposer may submit a modified proposal to replace all or any portion of a previously submitted proposal until the deadline for proposal submittals. The City will only consider the latest version of the bid. Electronic proposal submissions may require the uploading of attachments. All documents should be attached as separate files in accordance with the instructions included in Section 4, below. Attachments containing embedded documents or proprietary file extensions are prohibited. It is the Bidder's responsibility to assure that its bid, including all attachments, is uploaded successfully. Only proposal submittals received, and time stamped by Periscope S2G (formerly BidSync) prior to the proposal submittal deadline shall be accepted as timely submitted. Late bids cannot be submitted and will not be accepted. Bidders are cautioned to allow sufficient time for the submittal of bids and uploading of attachments. Any technical issues must be submitted to Periscope S2G (formerly BidSync) by contacting (800) 990-9339 (toll free) or S2G a(�periscopeholdings.com. The City cannot assist with technical issues regarding submittals and will in no way be responsible for delays caused by any technical or other issue. It is the sole responsibility of each Bidder to ensure its proposal is successfully submitted in Periscope S2G prior to the deadline for proposal submittals. 2. NON-RESPONSIVENESS. Failure to submit the following requirements shall result in a determination of non- responsiveness. Non-responsive proposals will not be considered. 1. Bid Submittal Questionnaire(submitted electronically). 3. OMITTED OR ADDITIONAL INFORMATION. Failure to complete and submit the Bid Submittal Questionnaire (submitted electronically) with the bid and by the deadline for submittals shall render a proposal non- responsive. With the exception of the Bid Submittal Questionnaire(completed and submitted electronically),the City reserves the right to seek any omitted information/documentation or any additional information from Proposer or other source(s), including but not limited to: any firm or principal information, applicable licensure, resumes of relevant individuals, client information, financial information, or any information the City deems necessary to evaluate the capacity of the Proposer to perform in accordance with contract requirements. Failure to submit any omitted or additional information in accordance with the City's request shall result in proposal being deemed non-responsive. 4. ELECTRONIC PROPOSAL FORMAT. In order to maintain comparability, facilitate the review process and assist the Evaluation Committee in review of proposals, it is strongly recommended that proposals be organized and tabbed in accordance with the tabs, and sections as specified below. The electronic submittal should be tabbed as enumerated below and contain a table of contents with page references. The electronic proposal shall be submitted through the "Line Items"attachment tab in Periscope S2G. TAB 1 Cover Letter&Table of Contents Cover Letter and Table of Contents. The cover letter must indicate Proposer and Proposer Primary Contact for the purposes of this solicitation. The table of contents should indicate the tabs,sections with tabs and page numbers to facilitate the evaluation committee's review. MIAMI BEACH TAB 2 Experience&Qualifications of the Firm 2.1 Qualifications of Proposing Firm. Submit detailed information regarding the relevant experience and proven track record of the firm or its principals in providing the scope of services similar as identified in this solicitation, including experience in providing similar scope of services to a corporate entity, public and/or private. Submit at least three (3) client references within the last five (5) years, exemplifying experience in serving the visual arts, architecture and design communities. For each reference submitted, the following is required. o agency/client name, o agency/client contact, o contact telephone&email, o scope of services provided, and o start and completion dates. For each reference, identify whether the experience is for the firm or for a principal (include name of principal). TAB 3 Approach and Methodology Submit detailed information on the approach and methodology that the Proposer has utilized on previous engagements to accomplish a similar scope of work, including detailed information, as applicable, which addresses, but need not be limited to, its approach and methodology to the following areas of work: 1. Strategy Development—developing communications and marketing strategies that elevate the awareness of arts and culture programming, community events, exhibitions, and leadership. 2. Marketing and Social Media - leveraging existing media relationships with publishers to develop favorable advertising/marketing packages, advising on advertising/marketing plans for digital platforms, providing analysis of best social media practices, identifying digital and social media assets to post in a timely manner to increase attention and audience to the programs. 3. Materials Development—developing media kits to include,fact sheets,artist biographies,short history/timelines with key dates, institutional image sheets; and, producing press/news releases for major announcements 4. Media Outreach-coordinating media trips for members of the national and international media to visit and cove arts and culture programs; providing recommendations for media to visit and cover public cultural events; performing national and international media outreach; facilitating media relations and appointments; and pitching media opportunities. 5. General Public Relations Services- leveraging media contact list and providing refreshed/expanded set o contacts; providing general public relations counsel for the duration of the agreement, and compiling media reports 6. Client Relations — maintaining one on one relationship with client; providing reports on activities; conducting regular meetings and providing reports MIAMI BEACH SECTION 0400 PROPOSAL EVALUATION 1. EVALUATION COMMITTEE. An Evaluation Committee, appointed by the City Manager, may meet to evaluate each Proposal in accordance with the qualitative criteria set forth below. In doing so, the Evaluation Committee may review and score all proposals received, with or without requiring presentations. It is important to note that the Evaluation Committee is advisory only and does not make an award recommendation to the City Manager or the City Commission. The City Manager will utilize the results to take one of the following actions: a.In the event that only one responsive proposal is received, the City Manager, after determination that the sole responsive proposal materially meets the requirements of the RFQ, may, without an evaluation committee, recommend to the City Commission that the Administration enter into negotiations; or b.The City Manager may recommend that the City Commission authorize negotiations or award a contract to one or more firms in accordance with Section 0100, Sub-section 12; or c.The City Manager may Recommend that the City Commission short-list one or more firms for further consideration by the Evaluation Committee; or d.The City Manager may recommend to the City Commission that all firms, if more than one (1) responsive submittal is received, be rejected. 2.PRESENTATIONS BY SHORT-LISTED FIRMS. If a short-listing of firms responding to this RFQ is approved, the short-listed firms may be required to make presentations to and be interviewed by the Evaluation Committee. In further considering the short-listed firms, the Evaluation Committee will utilize the criteria set forth in Sub-section 4 below. 3. TECHNICAL ADVISORS. The City, at its discretion, may utilize technical or other advisers to assist the evaluation committee or the City Manager in evaluating proposals. 4. EVALUATION CRITERIA. Responsive, responsible proposals will be evaluated in accordance with the following criteria: Qualitative Criteria Maximum Points Experience and Qualifications 60 Approach and Methodology 40 TOTAL AVAILABLE POINTS for Qualitative Criteria 100 Quantitative Criteria Maximum Points Veterans Preference 5 TOTAL AVAILABLE POINTS for Qualitative and Quantitative Criteria 105 5. QUALITATIVE CRITERIA. The Evaluation Committee shall review responsive, responsible proposals and assign points for the qualitative factors only. The Evaluation Committee shall not consider quantitative factors (e.g. veteran's preference) in its review of proposals. The Evaluation Committee shall act solely in an advisory capacity to the City Manager. The results of the Evaluation Committee process do not constitute an award recommendation. The City Manager may utilize, but is not bound by, the results of the Evaluation Committee process, as well as consider any feedback or information provided by staff, consultants or any other third-party in developing an award recommendation in accordance with Section 0100, Sub-section 11. In its review of proposals received, the Evaluation Committee may review and score all proposals, with or without conducting interview sessions, in accordance with the evaluation criteria. MIAMI BEACH 6. QUANTITATIVE CRITERIA. Following the results of the evaluation of the qualitative criteria by the Evaluation Committee, the Proposers may receive additional points, to be added by City staff. Veterans' Preference points will be assigned in accordance with Section 2-374 of the City Code. 7. DETERMINATION OF FINAL RANKING. The sum of the evaluation criteria points will be converted to rankings in accordance with the example below: Proposer A Proposer B Proposer C Qualitative Points 82 74 80 Committee Quantitative Points 5 5 0 Member 1 Total 87 79 80 Rank 1 3 2 Qualitative Points 82 85 72 Committee Quantitative Points 5 5 0 Member 2 Total 87 90 72 Rank 1 2 3 Qualitative Points 90 74 66 Committee Quantitative Points 5 5 0 Member 2 Total 95 79 66 Rank 1 2 3 Low Aggregate Score 3 7 8 Final Ranking* 1 2 3 It is important to note that the results of the proposal evaluation process in accordance with Section 0400 does not represent an award recommendation. The City Manager will utilize the results of the proposal evaluation process, and any other information he deems appropriate, to develop an award recommendation to the City Commission,which may differ from the results of the proposal evaluation process and final rankings. Balance of Page Intentionally Left Blank MIAM! BEACH APPENDIX A M I AM I B E AC H Special Conditions 2024-010-N D Public Relations Services for Arts and Culture PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 3rd Floor Miami Beach, Florida 33139 MIAMI BEACH 1. TERM OF CONTRACT. The term of the Agreement resulting from this RFQ shall be for an initial term of three (3) years. 2. OPTION TO RENEW. The City, through its City Manager, will have the option to extend for one (1)two- year renewal term at the City Manager's sole discretion.The successful contractor shall maintain,for the entirety of any renewal period, the same cost, terms, and conditions included within the originally awarded contract. Continuation of the contract beyond the initial period, and any option subsequently exercised, is a City prerogative, and not a right of the successful contractor. 3. COST ADJUSTMENTS. On or about the anniversary of each contract year, the contractor may request, and the city manager may approve, a cost adjustment based on documented cost increases for the following contract year. Cost adjustments should be limited to changes in the applicable Bureau of Labor Statistics index for the local region or other verifiable evidence of price increases. The Contractor's adjustment request must substantiate the requested increase. The City of Miami Beach, through its city manager, reserves the right to approve a requested adjustment or may terminate the agreement and readvertise for bids for the goods or services. 4. CHANGE OF PROJECT MANAGER. A change in the Consultant's project manager (as well as any replacement)shall be subject to the prior written approval of the City Manager or his designee(who in this case shall be an Assistant City Manager). Replacement(including reassignment) of an approved project manager or public information officer shall not be made without submitting a resume for the replacement staff person and receiving prior written approval of the City Manager or his designee (i.e. the City project manager). Balance of Page Intentionally Left Blank MIAMI BEACH APPENDIX B MAMI BEACH Insurance Requirements 2024-010-N D Public Relations Services for Arts and Culture PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 3rd Floor Miami Beach, Florida 33139 MIAMI BEACH The vendor shall maintain the below required insurance in effect prior to awarding the contract and for the duration of the contract. The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage may be treated as a material breach of the contract,which could result in withholding of payments or termination of the contract. A. Professional Liability(Errors & Omissions) Insurance appropriate to the Consultant's profession,with limit no less than $1,000,000. Additional Insured-City of Miami Beach must be included by endorsement as an additional insured with respect to all liability policies (except Professional Liability and Workers' Compensation) arising out of work or operations performed on behalf of the contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired or borrowed in the form of an endorsement to the contractor's insurance. Notice of Cancellation-Each insurance policy required above shall provide that coverage shall not be cancelled, except with notice to the City of Miami Beach c/o EXIGIS Insurance Compliance Services. Waiver of Subrogation—Vendor agrees to obtain any endorsement that may be necessary to affect the waiver of subrogation on the coverages required. However, this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. Acceptability of Insurers— Insurance must be placed with insurers with a current A.M. Best rating of A:VII or higher. If not rated, exceptions may be made for members of the Florida Insurance Funds (i.e. FWCIGA, FAJUA). Carriers may also be considered if they are licensed and authorized to do insurance business in the State of Florida. Verification of Coverage—Contractor shall furnish the City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by the City before work commences. However,failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time. CERTIFICATE HOLDER MUST READ: CITY OF MIAMI BEACH c/o EXIGIS Insurance Compliance Services P.O. Box 4668—ECM#35050 New York, NY 10163-4668 Kindly submit all certificates of insurance, endorsements, exemption letters to our servicing agent, EXIGIS, at: Certificates-miamibeachriskworks.com Special Risks or Circumstances - The City of Miami Beach reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Compliance with the foregoing requirements shall not relieve the vendor of his liability and obligation under this section or under any other section of this agreement. MIAMI BEACH APPENDIX C MIAM BEACH Sample Contract 2024-010-N D Public Relations Services for Arts and Culture BY VIRTUE OF SUBMITTING A PROPOSAL THE FIRM HEREBY TAKES NO EXCEPTIONS TO THE TERM AND CONDITIONS NOTED IN THIS SAMPLE CONTRACT PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 3rd Floor Miami Beach, Florida 33139 Updated 01-12-2021 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND [FILL IN CONSULTANT NAME] FOR [XXXXXXXXXXXXXXXX], PURSUANT TO [FILL IN RFP, RFQ, OR ITB#] This Professional Services Agreement ("Agreement") is entered into this XXXXXX day of XXXXXXXXXXXX, 20 ("Effective Date"), between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation organized and existing under the laws of the State of Florida, having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139 (the "City"), and [FILL IN CONSULTANT NAME], a [FILL IN TYPE OF ENTITY/I.E. CORPORATION, LLC, ETC.], whose address is XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX ("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 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: Amount paid to the Consultant as compensation for Services. Proposal Documents: Proposal Documents shall mean City of Miami Beach [FILL IN RFP, RFQ, OR ITB] No. [XXXXXXXXXXXXXX] for [XXXXXXXXXXXXXXXXXXXXXX], together with all amendments thereto, issued by the City in contemplation of this Agreement [FILL IN CORRECT ABBREVIATION RFP, RFQ, OR ITB], and the Consultant's proposal in response thereto ("Proposal"), all of which are hereby incorporated and made a part hereof; provided, however, that in the event of an express conflict between the Proposal Documents and this Agreement, the following order of precedent shall prevail: this Agreement; the [FILL IN RFP, RFQ, or ITB]; and the Proposal. 1 Updated 01-12-2021 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. 26724; and fax number (305) 673-7529. 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"). [NOTE: EXHIBIT "A" MUST INCLUDE DETAILED DESCRIPTION OF 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: 2.2 Consultant's Services, and any deliverables incident thereto, shall be completed in accordance with the timeline and/or schedule in Exhibit [XXX] hereto. [NOTE: TIMELINE FOR DELIVERABLES CAN ALSO BE INCLUDED IN EXHIBIT "A" OR IN SEPARATE EXHIBIT] 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 an initial term of [XXXXXXXXXXXX], with [XXXXXXXXXX1 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 [XXX] hereto. 2 Gpdated 01-12-2021 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 $XXXXXXXX , for a total annual amount not to exceed $XXXXXXX __ . 4.2 [NOTE: INCLUDE AMOUNT FOR REIMBURSABLES, IF ANY]. 4.3 [NOTE: INCLUDE HOW FEE IS TO BE PAID— I.E. "X" PERCENTAGE UP FRONT; "X" UPON DELIVERY; MONTHLY; LUMP SUM; ETC.]. 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: Accounts Payable: Payables(amiamibeachfl.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 3 Updated 01-12-2021 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 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 4 Updated 01-12-2021 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 [NOTE: INSURANCE TYPES AND LIMITS BELOW SHOULD ALWAYS BE SAME AS WHAT WAS SPECIFICED IN BID DOCUMENTS] 6.3 The Consultant shall maintain the below required insurance in effect prior to awarding the agreement and for the duration of the agreement. The maintenance of proper insurance coverage is a material element of the agreement and failure to maintain or renew coverage may be treated as a material breach of the contract, which could result in withholding of payments or termination of the Agreement. A. General Liability, in the amount of $1,000,000 combined single limit, for bodily injury and property damage. The City of Miami Beach must be endorsed as an Additional Insured as their interest may appear. B. Consultant Professional Liability, in the amount of$1,000,000; and C. Workers Compensation & Employers Liability, as required pursuant to Chapter 440, Florida Statutes. A waiver of subrogation endorsement must be provided. 6.4 Additional Insured - City of Miami Beach must be included by endorsement as an additional insured with respect to all liability policies (except Professional Liability and Workers' Compensation) arising out of work or operations performed on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired or borrowed in the form of an endorsement to the Consultant's insurance. 6.5 Notice of Cancellation - Each insurance policy required above shall provide that coverage shall not be cancelled, except with notice to the City of Miami Beach c/o EXIGIS Insurance Compliance Services. 6.6 Waiver of Subrogation — Consultant agrees to obtain any endorsement that may be necessary to affect the waiver of subrogation on the coverages required. However, this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. 6.7 Acceptability of Insurers — Insurance must be placed with insurers with a current A.M. Best rating of A:VII or higher. If not rated, exceptions may be made for members of the Florida Insurance Funds (i.e. FWCIGA, FAJUA). Carriers may also be considered if they are licensed and authorized to do insurance business in the State of Florida. 6.8 Verification of Coverage — Consultant shall furnish the City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time. CERTIFICATE HOLDER ON ALL COI MUST READ: 5 Updated 01-12-2021 CITY OF MIAMI BEACH do EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 Kindly submit all certificates of insurance, endorsements, exemption letters to our servicing agent, EXIGIS, at: Certificates-miamibeach(c�riskworks.com 6.9 Special Risks or Circumstances -The City of Miami Beach reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Compliance with the foregoing requirements shall not relieve the vendor of his liability and obligation under this section or under any other section of this agreement. SECTION 7 LITIGATION JURISDICTION/VENUE/JURY TRIAL WAIVER This Agreement shall be construed in accordance with the laws of the State of Florida. This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. By entering into this Agreement, Consultant and the City expressly waive any rights either party may have to a trial by jury of any civil litigation related to or arising out of this Agreement. SECTION 8 LIMITATION OF CITY'S LIABILITY The City desires to enter into this Agreement only if in so doing the City can place a limit on the City's liability for any cause of action, for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds the sum of $10,000. Consultant hereby expresses its willingness to enter into this Agreement with Consultant's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of$10,000. Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant hereby agrees that the City shall not be liable to the Consultant for damages in an amount in excess of$10,000 for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida Statutes. 6 Updated 01-12-2021 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. 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 7 Updated 01-12-2021 (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. (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 8 Updated 01-12-2021 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 identity, sexual orientation, marital and familial status, age, disability, ancestry, height, weight, domestic partner status, labor organization membership, familial situation, or political affiliation. 9 Updated 01-12-2021 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 systems of the City. 10 Updated 01-12-2021 (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 10.8 FORCE MAJEURE 11 Updated 01-12-2021 (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 12 Updated 01-12-2021 greater than thirty (30) days, the City may, at the sole discretion of the City Manager, terminate the Agreement on a given date, by giving written notice to Consultant of such termination. If the Agreement is terminated pursuant to this section, Consultant shall be paid for any Services satisfactorily performed up to the date of termination;following which the City shall be discharged from any and all liabilities, duties, and terms arising out of, or by virtue of, this Agreement. In no event will any condition of Force Majeure extend this Agreement beyond its stated term. 10.9 E-VERIFY (A) Consultant shall comply with Section 448.095, Florida Statutes, "Employment Eligibility" ("E-Verify Statute"), as may be amended from time to time. Pursuant to the E-Verify Statute, commencing on January 1, 2021, Consultant shall register with and use the E- Verify system to verify the work authorization status of all newly hired employees during the Term of the Agreement. Additionally, Consultant shall expressly require any subconsultant performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subconsultant during the contract Term. If Consultant enters into a contract with an approved subconsultant, the subconsultant must provide the Consultant with an affidavit stating that the subconsultant does not employ, contract with, or subcontract with an unauthorized alien. Consultant shall maintain a copy of such affidavit for the duration of the Agreement or such other extended period as may be required under this Agreement. (B) TERMINATION RIGHTS. (1) If the City has a good faith belief that Consultant has knowingly violated Section 448.09(1), Florida Statutes,the City shall terminate this Agreement with Consultant for cause, and the City shall thereafter have or owe no further obligation or liability to Consultant. (2) If the City has a good faith belief that a subconsultant has knowingly violated the foregoing Subsection 10.9(A), but the Consultant otherwise complied with such subsection, the City will promptly notify the Consultant and order the Consultant to immediately terminate the Agreement with the subconsultant. Consultant's failure to terminate a subconsultant shall be an event of default under this Agreement, entitling City to terminate the Consultant's contract for cause. (3) A contract terminated under the foregoing Subsection (B)(1) or (B)(2) is not in breach of contract and may not be considered as such. (4) The City or Consultant or a subconsultant may file an action with the Circuit or County Court to challenge a termination under the foregoing Subsection (B)(1) or (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. SECTION 11 NOTICES 13 Updated 01-12-2021 Until changed by notice, in writing, all such notices and communications shall be addressed as follows: TO CONSULTANT: [FILL IN] TO CITY: [FILL IN] All notices mailed electronically to either party shall be deemed to be sufficiently transmitted. 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. 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 14 Updated 01-12-2021 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] 15 Updated 01-12-2021 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first entered above. FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: By: City Clerk City Manager Date: FOR CONSULTANT: [INSERT NAME] ATTEST: By: - Print Name and Title Print Name and Title Date: F:ATTO/TORG/Agreements/Professional Services Agreement 2017 modified 12-19-2017 16 ATTACHMENT C SUNBIZ & PROPOSAL RESPONSE TO RFQ Department of State Division of Corporations Entity Information ENTITY NAME:CULTURE COUNSEL II,INC. DOS ID:6347196 FOREIGN LEGAL NAME: FICTITIOUS NAME: ENTITY TYPE:DOMESTIC BUSINESS CORPORATION DURATION DATE/LATEST DATE OF DISSOLUTION: SECTIONOF LAW:BUSINESS CORPORATION-402 BUSINESS CORPORATION LAW-BUSINESS CORPORATION LAW ENTITY STATUS:ACTIVE DATE OF INITIAL DOS FILING: 12/10/2021 REASON FOR STATUS: EFFECTIVE DATE INITIAL FILING: 12/10/202' INACTIVE DATE: FOREIGN FORMATION DATE: STATEMENT STATUS:PAST DUE COUNTY]NEW YORK NEXT STATEMENT DUE DATE:12/31/2023 JURISDICTION:NEW YORK.UNITED STATES NFP CATEGORY]NO-ANSWER ENTITY DISPLAY Service of Process on the Secretary of State as Agent The Post Office address to which the Secretary of State shall mail a copy of any process against the corporation served upon the Secretary of State by personal delivery: Name: VCORP SERVICES,LLC Address: 25 ROBERT PITT DRIVE,SUITE 204.MONSEY,NY,UNITED STATES, 10952 Electronic Service of Process on the Secretary of State as agent:Not Permitted Uhiet Executive Officer's Name and Adds. Name: Address: Principal Executive Office Address Address: Registered Agent Name and Address Name: Address: Entity Primary Location Name and Address Name: Address: Farmcorpflag Is The Entity A Farm Corporation: NO Stock Information Share Value Number Of Shares Value Per Share PAR VALUE 100 $10.00000 BID SUBMITTAL QUESTIONNAIRE SEG flUN 1 — t U c ERTIt=ILA1IUN 'FORM This document is a REQUIRED FORM that must be submitted fully completed and submitted. Solicitation No: Solicitation Title: BID NUMBER PROJECT TITLE BIDDER'S NAME.Culture Counsel II,Inc.Dba Cultural Counsel NO.OF YEARS IN BUSINESS.9 NO OF YEARS IN BUSINESS LOCALLY:0 NO.OF EMPLOYEES.17 OTHER NAME(S)BIDDER HAS OPERATED UNDER IN THE LAST 10 YEARS'.n/a BIDDER PRIMARY ADDRESS(HEADQUARTERS):311 East Broadway,4th Floor CITY:New York STATE New York ZIP CODE:10002 TELEPHONE NO. +1(917)453-7853 TOLL FREE NO.:n/a FAX NO.:nla BIDDER LOCAL ADDRESS:n/a CITY.n/a STATE:n/a ZIP CODE n/a PRIMARY ACCOUNT REPRESENTATIVE FOR THIS ENGAGEMENT Hunter Braithwaite ACCOUNT REP TELEPHONE NO.:+1(917)689-1480 ACCOUNT REP TOLL FREE NO. n/a ACCOUNT REP EMAIL.hunter@culturalcounsel.com FEDERAL TAX IDENTIFICATION NO 87-3959803 By virtue of submitting a bid, bidder agrees: a) to complete and unconditional acceptance of the terms and conditions of this document and the solicitation, including all addendums specifications, attachments, exhibits, appendices and any other document referenced in the solicitation c) that the bidder has not divulged, discussed, or compared the proposal with other bidders and has not colluded with any other bidder or party to any other bid; d) that bidder acknowledges that all information contained herein is part of the public domain as defined by the State of Florida Sunshine and Public Records Laws; e) if bid is accepted, to execute an appropriate City of Miami Beach document for the purpose of establishing a formal contractual relationship between the bidder and the City of Miami Beach, Florida, for the performance of all requirements to which the bid pertains; and f) that all responses, data and information contained in the bid submittal are true and accurate. The individual named below affirms that s/he: is a principal of the applicant duly authorized to execute this questionnaire, and that the contents of said document(s) are complete, true, and correct to the best of his/her knowledge and belief. Name and Title of Bidder's Authorized Signature of Bidder 's Authorized Representative: Representative: Hunter Braithwaite, Senior Vice President HB SF( TION 2 -ACKNOWLEDGEMENT OF ADDENDUM After issuance of solicitation, the City may release one or more addendum to the solicitation, which may provide additional information to bidders or alter solicitation requirements. The City will strive to reach every bidder having received solicitation through the City's e-procurement system. However, bidders are solely responsible for assuring they have received any and all addendum issued pursuant to solicitation. This Acknowledgement of Addendum section certifies that the bidder has received all addendum released by the City pursuant to this solicitation. Failure to obtain and acknowledge receipt of all addenda may result in proposal disqualification. Enter Initial Enter Initial Enter Initial to to Confirm to Confirm Confirm Receipt Receipt Receipt HB Addendum 1 Addendum 6 Addendum 11 HB Addendum 2 Addendum 7 Addendum 12 HB Addendum 3 Addendum 8 Addendum 13 Addendum 4 Addendum 9 Addendum 14 Addendum 5 Addendum 10 Addendum 15 If additional confirmation of addendum is required, submit under separate cover. SECTION 3 - CONFLICT OF INTEREST All bidders must disclose the name(s) of any officer, director, agent, or immediate family member (spouse, parent, sibling, and child) who is also an employee of the City of Miami Beach. Further, all bidders must disclose the name of any City employee who owns, either directly or indirectly, an interest of ten (10%) percent or more in the bidder entity or any of its affiliates. FIRST Al. AST NAMI __ATIONSHIP 1 2 3 4 5 6 SECTION 4 - FINANCIAL CAPACITY At time of request by the City, bidder shall request that Dun & Bradstreet submit its Supplier Qualifier Report directly to the City, with bid or within three (3) days of request. Bidder shall arrange for Dun & Bradstreet to submit a Supplier Qualification Report (SQR) directly to the City. No proposal will be considered without receipt (when requested), by the City, of the SQR directly from Dun & Bradstreet. The cost of the preparation of the SQR shall be the responsibility of the bidder. The bidder shall request the SQR report from D&B at: https://supplierportal.dnb.com/webapp/wcs/stores/servlet/SupplierPortal? storeld=11696 Bidders are responsible for the accuracy of the information contained in its SQR. It is highly recommended that each bidder review the information contained in its SQR for accuracy prior to submittal to the City and as early as possible in the solicitation process. For assistance with any portion of the SQR submittal process, contact Dun & Bradstreet at 800-424-2495. SFr'TlON 5 - REFERENCES AND PAST PERFORMANCE Project No. BID NUMBER Project Title PROJECT TITLE Bidder shall submit at least three (3) references for whom the bidder has completed work similar in size and nature as the work referenced in solicitation. Bidder may submit additional references as part of its bids submittal. Reference No.1 Firm Name: Perez Art Museum Miami Contact Individual Name and Title: Franklin Sirmans, Director Address: 1103 Biscayne Blvd., Miami, FL 33132 Telephone: +1 (305) 375-3000 Contact's Email: fsirmans@pamm.org Narrative on Scope of Services Provided, Project Budget, and Project Dates: Cultural Counsel worked with the PA A©rez Art Museum Miami in a variety of capacities since 2016, securing major press announcements on the appointment of PAMM Director Franklin Sirmans, such as the Wall Street Journal. Since 2018 we have overseen all aspects of publicity, ranging from exhibition coverage and in-depth artist profiles to new initiative and programming announcements, garnering notable press both nationally and internationally. WeA¢AEIAL1ve worked closely with PAMM Director Franklin Sirmans, communicating his experience and expertise within the international art world. WeA¢A_A'live also complemented our communications engagement with a variety of programs, partnerships, and guest activations.As one of the worldAitA A s most beautiful contemporary art museums, PAMM continually welcomes new audiences from around the globe. Cultural Counsel helps to articulate their importance. Our project budgets are private but our business with clients based in Miami reached over six figures annually. Reference No.2 Firm Name: Oolite Arts Contact Individual Name and Title: Dennis Scholl, President & CEO Address: 924 Lincoln Rd, Miami Beach, FL 33139 Telephone: +1 (305) 674-8278 Contact's Email: dennis@dscholl.com Narrative on Scope of Services Provided, Project Budget, and Project Dates: Cultural Counsel was engaged by Oolite Arts in late 2021 and has worked closely with them for a cumulative 9 months (over two periods) to develop messaging and talking points that effectively tell the story of Oolite Arts and its ambitious plans for the future, underscoring the centerA¢A A s positive impact on MiamiA¢A _ A s cultural community and the art world at large. Cultural Counsel handled press outreach for the announcement of the new Oolite Arts home and helped secure feature coverage in The Art Newspaper, designboom,Artnet News, Dezeen, and Archinect, among other publications. Our project budgets are private but our business with clients based in Miami reached over six figures annually. Reference No.3 Firm Name: Nina Johnson Gallery Contact Individual Name and Title: Nina Johnson, Director Address: 6315 NW 2nd Ave, Miami, FL 33150 Telephone: +1 (305) 571-2288 Contact's Email: nina@ninajohnson.com Narrative on Scope of Services Provided, Project Budget, and Project Dates: Cultural Counsel has worked with Nina Johnson at the Nina Johnson Gallery since 2016. Nina reached for support to re-conceptualize the gallery, taking into account the ambitious projects she has undertaken beyond the gallery walls. This partnership was enhanced by Cultural CounselA¢A_A_s press outreach, which secured press coverage in top cultural publications. Cultural Counsel has provided research and strategy, communications materials, press outreach, connectivity and partnerships, and event support to the Nina Johnson Gallery. Our project budgets are private but our business with clients based in Miami reached over six figures annually. SECTION 6 - SUSPENSION, DEBARMENT, OR CONTRACT CANCELLATION Has bidder ever been debarred, suspended or other legal violation, or had a contract cancelled due to non-performance by any public sector agency? YES p NO If answer to above is "YES," bidder shall submit a statement detailing the reasons that led to action(s): SECTION 7 - SMALL AND DISADVANTAGED BUSINESS CERTIFICATION Pursuant to Resolution 2020-31519, the City is tracking the Small and Disadvantaged Businesses, as certified by Miami-Dade County that have been certified as Small or Disadvantaged Business by Miami-Dade County. Does bidder possess Small or Disadvantaged Business certification by Miami-Dade County? Q YES p NO "cr"nr)N R . ► ( PT PUSINFec F!JTFPPPISF rFPTIP!C'ATlfl Pursuant to Resolution 2020-31342, the City is tracking the utilization of LGBT owned firms that have been certified as an LGBT Business Enterprise by the National Gay and Lesbian Chamber of Commerce (NGLCC). Does bidder possess LGBT Business Enterprise Certification by the NGLCC? 0 YES 151 NO SECTION 9 - BYRP ANTI-LOBBYING AMENDMENT CERTIFICATION FORM APPENDIX A, 44 C.F.R. PART 18 — CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned Contractor certifies, to the best of his or her knowledge, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995).Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The undersigned Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. § 3801 et seq., apply to this certification and disclosure, if any. By virtue of submitting bid, bidder certifies or affirms its compliance with the Byrd Anti-Lobbying Amendment Certification. Name and Title of Bidder's Authorized Signature of Bidder's Authorized Representative: Representative: Hunter Braithwaite, Senior Vice President HB SECTION 10 - SUSPENSION AND DEBARMENT CERTIFICATION The Contractor acknowledges that: (1) This Contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the contractor is required to verify that none of the Contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940)or disqualified (defined at 2 C.F.R. § 180.935). (2) The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3) This certification is a material representation of fact relied upon by the City. If it is later determined that the Contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4) The Contractor agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The Contractor further agrees to include a provision requiring such compliance in its lower tier covered transactions." By virtue of submitting bid, bidder certifies or affirms its compliance with the Suspension and Debarment Certification. Name and Title of Bidder's Authorized Signature of Bidder 's Authorized Representative: Representative: Hunter Braithwaite, Senior Vice President HB "rr'TION 11 - CONE OF SILENC ... Pursuant to Section 2-486 of the City Code, all procurement solicitations once advertised and until an award recommendation has been forwarded to the City Commission by the City Manager are under the "Cone of Silence." The Cone of Silence ordinance is available at https://Iibrary.municode.com/fl/miami beach/codes/code of_ordinances? nodeld=SPAGEOR CH2AD ARTVIISTCO DIV4PR S2-486COS1 Any communication or inquiry in reference to this solicitation with any City employee or City official is strictly prohibited with the of exception communications with the Procurement Director, or his/her administrative staff responsible for administering the procurement process for this solicitation providing said communication is limited to matters of process or procedure regarding the solicitation. Communications regarding this solicitation are to be submitted in writing to the Procurement Contact named herein with a copy to the City Clerk at rafaelgranado@miamibeachfl.gov By virtue of submitting bid, bidder certifies that it is in compliance with the Cone of Silence Ordinance, pursuant to Section 2-486 of the City Code. SECTION 12 — CODE OF BUSINESS ETHICS Pursuant to City Resolution No.2000-23789, the Bidder shall adopt a Code of Business Ethics prior to executing a contract with the City. The Code of Business Ethics shall be submitted to the Procurement Department with its response or within three (3) days of request by the City. The Code shall, at a minimum, require the Bidder, to comply with all applicable governmental rules and regulations including, among others, the conflict of interest, lobbying and ethics provision of the City Code. In lieu of submitting Code of Business Ethics, bidder may indicate that it will adopt, as required in the ordinance, the City of Miami Beach Code of Ethics, available at http://www.miamibeachfl.gov/city_ hall/procurement/procurement-related-ordinance-and-procedures/ Bidder will submit firm's Code of Business Ethics within three (3) days of request by the City? YES NO Bidder adopts the City of Miami Beach Code of Business Ethics? Q YES LI NO SECTION 13 — LOBBYIST REGISTRATION & CAMPAIGN CONTRIBUTION REQUIREMENTS This solicitation is subject to, and all bidders are expected to be or become familiar with, all City lobbyist laws, including lobbyist registration requirements and prohibition on campaign contributions, including: • Lobbyist Registration Requirements sections 2-397 through 2-485.3 of City Code (https://library.municode.com/fl/miami beach/codes/code of ordinances? nodeld=SPAGEORCH2AD_ARTVIISTCO_DIV3LO) • Campaign Contribution Requirements sections 2-487 and 2-488 of City Code (https://library.municode.com/fl/miami_beach/codes/code_of_ordinances? nodeld=SPAGEOR CH2ADARTVIISTCODIV5CAFIRE) By virtue of submitting bid, bidder certifies or affirms that they have read and understand the above Lobbyist Registration & Campaign Contribution Requirements. SECTION 14 — NON-DISCRIMINATION The Non-Discrimination ordinance is available at: https://library.municode.com/fl/miami_beach/codes/code of ordinances? nodeld=SPAGEOR CH2AD ARTVIPR DIV3COPR S2-375NSCCOREWA By virtue of submitting bid, bidder agrees it is and shall remain in full compliance with Section 2-375 of the City of Miami Beach City Code. ECTION 15 — FAIR CHANCE REQUIREMENT The Fair Chance Ordinance No. 2016-4012 is available at: https://library.municode.com/fl/miami beach/codes/code of ordinances? nodeld=SPAGEOR_CH62HURE ARTVFACHOR By virtue of submitting bid, bidder certifies that it has adopted policies, practices and standards consistent with the City's Fair Chance Ordinance. Bidder agrees to provide the City with supporting documentation evidencing its compliance upon request. Bidder further agrees that any breach of the representations made herein shall constitute a material breach of contract, and shall entitle the City to the immediate termination for cause of the agreement, in addition to any damages that may be available at law and in equity. SECTION 16 — PUBLIC ENTITY CRIMES Please refer to Section 287.133(2)(a), Florida Statutes, available at: https://www.flsenate.gov/Laws/Statutes/2012/287.133 By virtue of submitting bid, bidder agrees with the requirements of Section 287.133, Florida Statutes, and certifies it has not been placed on convicted vendor list. SECTION 17 — VETERAN BUSINESS ' TERPRISES PREFERENCE Pursuant to City of Miami Beach Ordinance No. 2011- 3748, https://library.municode.com/fl/miami beach/codes/code of_ordinances? nodeld=SPAGEOR_CH2AD_ARTVIPR_DIV3COPR_S2- 374PRPRPRVECOGOCOSE the City shall give a preference to a responsive and responsible bidder which is a small business concern owned and controlled by a veteran(s) or which is a service-disabled veteran business enterprise, and which is within five percent (5%) of the lowest and best bidder, by providing such bidder an opportunity of providing said goods or contractual services for the lowest responsive bid amount. Whenever, as a result of the foregoing preference, the adjusted prices of two (2) or more bidders which are a small business concern owned and controlled by a veteran(s) or a service-disabled veteran business enterprise constitute the lowest bid pursuant to an ITB, RFP, RFQ, ITN or oral or written request for quotation, and such bids are responsive, responsible and otherwise equal with respect to quality and service, then the award shall be made to the service-disabled veteran business enterprise. Is the bidder a service-disabled veteran business enterprise certified by the State of Florida? YES NO Is the bidder a service-disabled veteran business enterprise certified by the United States Federal Government? YES NO SECTION 18 - EQUAL BENEFITS FOR EMPLOYEES WITH SPOUSES AND EMPLOYEES WITH DOMESTIC PARTNERS When awarding competitively solicited contracts valued at over $100,000 whose contractors maintain 51 or more full time employees on their payrolls during 20 or more calendar work weeks, the Equal Benefits for Domestic Partners Ordinance 2005-3494 requires certain contractors doing business with the City of Miami Beach, who are awarded a contract pursuant to competitive bids, to provide "Equal Benefits" to their employees with domestic partners, as they provide to employees with spouses. The Ordinance applies to all employees of a Contractor who work within the City limits of the City of Miami Beach, Florida; and the Contractor's employees located in the United States, but outside of the City of Miami Beach limits, who are directly performing work on the contract within the City of Miami Beach. Does bidder provide or offer access to any benefits to employees with spouses or to spouses of employees? YES NO Does bidder provide or offer access to any benefits to employees with (same or opposite sex) domestic partners or to domestic partners of employees? YES NO Please check all benefits that apply to your answers above and list in the "other" section any additional benefits not already specified. Note: some benefits are provided to employees because they have a spouse or domestic partner, such as bereavement leave; other benefits are provided directly to the spouse or domestic partner, such as medical insurance. Bidder Provides for Bidder Provides for Bidder does not BENEFIT Employees with Employees with Provide Benefit Spouses Domestic Partners Health x x Sick Leave x x Family Medical Leave x x Bereavement Leave x x If Bidders cannot offer a benefit to domestic partners because of reasons outside your control, (e.g., there are no insurance providers in your area willing to offer domestic partner coverage) you may be eligible for Reasonable Measures compliance. To comply on this basis, you must agree to pay a cash equivalent and submit a completed Reasonable Measures Application with all necessary documentation. Your Reasonable Measures Application will be reviewed for consideration by the City Manager, or his designee. Approval is not guaranteed and the City Manager's decision is final. Further information on the Equal Benefits requirement is available at http://www.miamibeachfl.gov/city-hall/procurement/procurement-related-ordinance-and- procedures/ SECTION 19 - MORATORIUM ON TRAVEL TO AND THE PURCHASE OF GOODS OR SERVICES FROM MISSISSIPPI Pursuant to Resolution 2016-29375, the City of Miami Beach, Florida prohibits the purchase of goods or services sourced in Mississippi. Are any of the products for which the applicant is seeking to be prequalified sourced in Mississippi? YES NO If yes, explain. Tab 1 -Cover Letter and Table of Contents Cover Letter Cultural Counsel is thrilled to propose a communications partnership with the City of Miami Beach,with a year-round focus on its rich arts and cultural community.Our agency works with arts communities across the country,spurring momentum through media outreach,community engagement, programming,and partnerships.Though we work in many cultural sectors,from architecture and design,to philanthropy and entertainment,our work in the art world has defined our firm since we started in 2015.Through our work with various types of cultural institutions(funders, grantmakers,non-profit presenting organizations,commercial spaces)we harness a network effect that amplifies audience engagement and spotlights entire communities. The Miami area is central to our work,and we have enjoyed many longtime collaborations around Miami-Dade County,including NADA Miami Beach,the Perez Art Museum Miami, MOCA North Miami, Nina Johnson Gallery, Oolite Arts,the John S.and James L. Knight Foundation,and the 0, Miami Poetry Festival.Additionally,many of our employees have lived and worked in Miami,including Senior Vice President Hunter Braithwaite,who was the founding editor of the Miami Rail,and Account Executive Andrea Bruce,formerly of both the Bass Museum and PAMM. We're excited to potentially collaborate with the City of Miami Beach,and are confident that our partnership will elevate your work,and bring about new opportunities. • Proposer:Culture Counsel II, Inc. Dba Cultural Counsel • Proposer Primary Contact: Hunter Braithwaite,hunter@culturalcounsel.com 1 Tab 1:Cover Letter and Table of Contents p.1-p.2 Tab 2: Ex perience and Qualifications of the Firm p.3-p.4 Tab 3.0:Approach and Methodology ...p.5 Tab 3.1:Strategy Development ..p.5 Tab 3.2:Marketing and Social. Media p.5 Tab 3.3:Materials Development p.5 Tab 3.4:Media Outreach ..p.5-p.6 Tab 3.5:General Public Relations Services P.6 Tab 3.6:Client Relations p.6 2 Tab 2-Qualifications of Proposing Firm For nearly a decade,we have communicated some of the most impactful cultural projects in the country,from museum openings to art fairs(NADA Miami Beach,The Armory Show, Dallas Art Fair), public arts initiatives (Creative Time,Times Square Arts),and citywide biennials(Prospect New Orleans, Performa, Fotofocus).Our staff is composed of communications professionals and former journalists,curators,and visual artists—resulting in human-scaled, unique PR campaigns that extend the reach of our partners.Our staff is extremely familiar with the greater Miami arts landscape, having actively participated in Miami Art Week for years,and in many cases having lived and worked in the area. The proposed account team is particularly qualified for this work,as they have worked in Miami for years. Supervising this team is Hunter Braithwaite,Senior Vice President. Over the years Braithwaite has devised numerous communication campaigns for organizations including Artist Relief, El Museo del Barrio, Ford Foundation, Museum of Contemporary Art North Miami, Prospect New Orleans,South Arts,SculptureCenter,and United States Artists. In 2011 he founded the Miami Rail,an arts and culture publication produced with support from the John S. and James L. Knight Foundation. The team will be led by Director Ali Rigo. Rigo is a communications expert with eight years of experience leading high-impact campaigns for a diverse range of clients at Cultural Counsel, including Children's Museum of the Arts, Creative Time, Felix LA Art Fair,New Art Dealers Alliance(NADA), Nina Johnson, Perez Art Museum Miami (PAMM), Silverlens New York,and Times Square Arts. During her time with Cultural Counsel,she has landed major coverage in publications like The New York Times, Vogue, Vanity Fair,Artforum and New York Magazine. In 2019,the New York Observer named Rigo one of the"15 Rising Stars in the PR Industry." Andrea Bruce will serve as Account Executive.A Miami native,Andrea works with a roster of clients including Contemporary Arts Museum Houston,Crystal Bridges Museum of American Art, EDGLRD, Felix LA, FORMAT Festival, New Art Dealers Alliance,Nina Johnson,Perez Art Museum Miami,and Silverlens,among others. Prior to her work with Cultural Counsel,Andrea held positions at communications agencies such as The Consultancy PR and Blue Medium. Previous experience includes various roles at The Armory Show,The Bass Museum of Art, Perez Art Museum Miami,and Adrienne Arsht Center for the Performing Arts.She graduated from Florida International University with a Bachelor of Science in Public Relations,Advertising,and Applied Communications. Assisting the team is Jane Drinkard,Account Coordinator. Born and raised in Brooklyn,she worked at New York Magazine as a reporter and fact-checker working across beats on demanding feature stories such as Rebecca Traister's exposé on Andrew Cuomo's workplace, Emily Ratajkowski's book excerpt essay Buying Myself Back,and reported New York's recurrent Look Book for two years. She also worked on the number one podcast Will Be Wild about January 6th. Her writing and reporting has appeared in New York Magazine,the Wall Street Journal,the Guardian US,Jezebel, Shape, Nylon and Study Hall,among others.Jane received her BA in Spanish and Writing and Rhetoric from Occidental College. Cultural Counsel References 1. Nina Johnson Gallery Cultural Counsel has worked with Nina Johnson at the Nina Johnson Gallery since 2016. Nina reached for support to re-conceptualize the gallery,taking into account the ambitious projects she has undertaken beyond the gallery walls. This partnership was enhanced by Cultural Counsel's press outreach,which secured press coverage in top cultural publications. Cultural Counsel has provided research and strategy,communications materials, press outreach, connectivity and partnerships,and event support to the Nina Johnson Gallery. Nina Johnson Director, Nina Johnson Johnson Gallery 3 nina@ninajohnson.com 2. Oolite Arts Cultural Counsel was engaged by Oolite Arts in late 2021 and has worked closely with them for a cumulative 9 months (over two periods)to develop messaging and talking points that effectively tell the story of Oolite Arts and its ambitious plans for the future, underscoring the center's positive impact on Miami's cultural community and the art world at large. Cultural Counsel handled press outreach for the announcement of the new Oolite Arts home and helped secure feature coverage in The Art Newspaper,designboom,Artnet News, Dezeen,and Archinect,among other publications. Dennis Scholl Former CEO,Oolite Arts dennis@dscholl.com 3. Franklin Sirmans/PAMM Cultural Counsel worked with the Perez Art Museum Miami in a variety of capacities since 2016,securing major press announcements on the appointment of PAMM Director Franklin Sirmans,such as the Wall Street Journal.Since 2018 we have overseen all aspects of publicity, ranging from exhibition coverage and in-depth artist profiles to new initiative and programming announcements,garnering notable press both nationally and internationally. We've worked closely with PAMM Director Franklin Sirmans,communicating his experience and expertise within the international art world.We've also complemented our communications engagement with a variety of programs, partnerships,and guest activations.As one of the world's most beautiful contemporary art museums, PAMM continually welcomes new audiences from around the globe.Cultural Counsel helps to articulate their importance. Franklin Sirmans Director, PAMM fsirmans@pamm.org 4. New Art Dealers Alliance/NADA Miami NADA is one of Cultural Counsel's earliest clients.Since the inception of our firm,we have supported the organization, positioning it as a leading platform for emerging voices in contemporary art.We oversee publicity for NADA's annual art fairs,handle media invites,provide on-site media support,and spearhead major in-fair announcements,such as the NADA Acquisition Gift for Perez Art Museum Miami and the Artadia Award. Heather Hubbs Executive Director, NADA heather@newartdealers.org 4 Tab 3 -Approach and Methodology Tab 3.1-Strategy Development Our work is defined by a strategy.Working with the City of Miami Beach we will develop or refresh narratives about the City's year-round commitment to art and culture.This work will include intake interviews with key stakeholders, as well as an audit of both existing institutional messaging and media footprint.These findings will be presented in a Media Strategy. Featuring key messaging and pitching angles,as well as an outreach calendar designed to achieve an optimal cadence of press engagement,this document will guide our outreach as we secure media coverage.The result will be a year-round, multifaceted campaign designed to showcase all of Miami's cultural offerings to the world. Tab 3.2-Marketing and Social Media Marketing and Social Media are a key component of our strategy.We will work to present ideas for how the City of Miami Beach can use their channels to extend and complement the reach of earned media and programming.We will disseminate press releases, media alerts,and invitations to the City's cultural programming.We are also able to subcontract the production of any assets to our digital marketing affiliate agency, Digital Counsel,who recently worked on Aspen Ideas: Climate Miami Beach. Tab 3.3-Materials Development Utilizing Cultural Counsel's editorial team,we will create any needed press and background materials, including fact sheets, pitching materials,visual assets folders,and press releases.Attention will be paid to the City of Miami Beach's institutional voice across different channels,so as to maintain consistency with house style.We will develop key messaging and talking points to guide conversations around the City of Miami Beach's cultural landscape,as well as specific programs and activations. Tab 3.4-Media Outreach Using our extensive network of journalists and editors,we will generate a variety of pitching angles and evergreen narratives around arts and culture in the City of Miami Beach.Working across different channels of media,we'll diversify outreach,sharing your news with and placing stories in national and international broadsheets,art publications,and popular culture, lifestyle,philanthropy,architecture,and travel press. We will determine the best course of action with the City of Miami Beach team in terms of approach and timing, and engage in conversations with artists,curators,gallerists,collectors,critics,cultural leaders,and other players to assess the City of Miami Beach's reputation regionally, nationally,and internationally and to support material development. Our pitches land in the inboxes of journalists we've worked with for years,from top-tier freelancers,to reporters and editors at publications such as the New York Times(including T Magazine), Wall Street Journal(including WSJ. Magazine),Artforum, Frieze Magazine, Guardian, Vogue, Vanity Fair,Artnet News,Artnews,Art Newspaper, Artforum, Financial Times, Frieze and more.When we place a story,we'll handle every stage of its development and will deliver the final product as part of our regular media reporting. 5 Beyond media outreach,we emphasize events and press trips as a way to engage the media,cultivate new relationships,and complement existing programming. From press breakfasts to VIP dinners,we assist in everything from guest-list creation to event staffing. We can conceptualize and execute press trips during Miami Art Week or at other times throughout the year. Tab 3.5-General Public Relations Services Leveraging our proprietary database of 40,000 journalists and VIPs,we'll share the City of Miami Beach's news with a global network.Complementing this work,we consult on programming, partnerships,and events. Our network of clients and collaborators ranges from museum directors and artists to major brands and leading philanthropies.And as an agency composed of active members of the cultural community,we will act as thought partners—offering unique ideas for PR campaigns, key introductions,strategic partnerships,and special events. Tab 3.6-Client Relations With a dedicated account team supported by a larger company of 35,we offer the high-touch account work of a boutique firm and the deep resources of a large agency.We organize bi-weekly check-in calls with the account team, and monthly check-ins with senior management.While we are always available to speak,and turn around assets within 48 hours,we use these meetings to stay aligned on strategy and goals, review assets,and continually calibrate our work together.Team members will visit Miami regularly to meet in person. 6