HomeMy WebLinkAboutPSA between the CMB and Peter London Global Dance Company, Inc. for the London Global Dance Company for Onstage! MB Programming for 20262C 1S - 3394S
Deousi9n Envelope 10: 05O1BD0- n14M7-96CosE8568C7120
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH AND
THE LONDON GLOBAL DANCE COMPANY MAR 2 4 2M
FOR ONSTAGE! MIAMI BEACH PROGRAMMING FOR 2026
This Professional Services Agreement weer the CI is entOF MI into this
day of
2028 ('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
PETER LONDON GLOBAL DANCE COMPANY, INC., a Florida not -for -profit corporation,
whose address is 1470 NE 123 St Apt # 605 North Miami, Florida 33161 (`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 the City Manager o
Ci City
administer this Agreement on behalf of the Department Diredor.Manager's
designee shall be the Tourism and Culture
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: $9,000
Risk Manager: The Risk
Fth Offices
90pho
vention Center
Drive, Third Floor Miami Bech,lorida3313't1a number (305)
673-7000, Ext. 6435; and fax number (305) 673-7023.
SECTION 2
SCOPE OFSSERVICES
2.11 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 receive 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 ant it the
Consultant; where the Services are performed (when the Servilces aty lre perforprovide medsu^tclud including how
appropriate location to perform tough the
he Services); any
aspectaof the aactual �malnnea and rfmea s hof accomplishingrethe rf Services
r provided.
Docwign Envelope ID: D5D6 BDD 57913CD7-96CSD668566C112D
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
safaction, of the City Manager. If there are any perfquestions regarding the Services to be
ormed, Consultant should contact the following person:
Lissette Garcia Arogante
Director, Tourism and Culture
1755 Meridian Avenue, S^ Floor
Miami Beach, FI 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 on the Effective Date and shall expire
following the conclusion of the Event and Consultant's completion of all of its obligations
hereunder, unless terminated earlier in accordance with this Agreement.
Notwithstanding the Term provided herein, Consultant shall adhere to any specific timelines,
schedules, dates, and/or performance milestones for completion and delivery of the Services,
as same is/are set forth in the timeline and/or schedule referenced in Exhibit A hereto.
SECTION 4
FEE
4.1 In Consideration of the Services to be provided. Consultant shall be compensated in the
total not -to -exceed amount of $9,000 (the "Fee').
4.4 INVOICING
t(s) shall be made within forty-five
Upon receipt of an acceptable and approved invoice, paymen
(45) days for that portion (or those portions) of the Services satisfactorily rendered (and
referenced in the particular invoice).
Invoices shall include a detailed description of the Services (or portions thereof) provided, and
shall be submitted to the City at the following address:
Fernando Fastens. Administrative Services Manager
Tourism and Culture Department
1755 Meridian Avenue, 5" Floor
Miami Beach, FL 33139
femandopestana@miamibeachfi.gov
With copy to:
Lissette Arrogante, Director
Tourism and Culture Department
F ent
1755 Meridian Avenue, p
Docusign Envelope ID: D5D6 BDb57914CO1-96C5-D688568C7120
Miami Beach, FL 33139
lissettearrogante@miamibealhfl.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
not
the particular9 tetion to rm(s) ofthis Agreementrminate for sand shallrante the City ) Conlsuttanl enthe s(10)ndays t of ttovcuael such
default. If such default remains uncured after ten (10) days, the City may terminate this
Agreement without further notice to Consultant.
and Upontermterm erming flout Of, on eorr by virtue of, City shall be (this
discharged from any and all liabilities,
Agreement.
Notwithstanding the above, the Consultant shall not be relieved of liability to the City for
f the
damages
sole optionaanddby the discretion, I hell be entitled any breach oto bring gany an(y's ri g t equitablnit by the e remedies against
that tat
deems to be in its best interest in order to enforce the City's rights and including reasonable
Consultant. The City shall be entitled to recover all costs of such actions,
attorneys' fees.
5.2 TERMINATION FOR CONVENIENCE OF THE CITY
THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS
CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY
NOTICE TO CONSULTANT OF
$UCHT TERNG THE TERM By MINATION; NATION; WHICH SHIAILGBECOME NEFFECTIVE WITHIN THIRTY (0)
DAYS FOLLOWING RECEIPT BY THE CONSULTANT OF SUCH NOTICE.
FALTADDITIONLLY, IN THE EVENTCONC RNA AS DETERMINED BYELFARE OR SAFETY
OTHE CITY MANA PUBLIC AGER FINITHE CITY MANAGER'S
SOLE DISCRETION, THE CITY MANAGER, PURSUANT TO A VERBAL OR
WRITTEN NOTIFICATION TO CONSULTANT, MAY IMMEDIATELY SUSPEND TTHE
HE
SEVICES ALTERNATIVE,DTERM NER IGATEHIS AGREEMENT ON A G VEN REEMENT FOR A TIMECERTAIDA ER I F THE
AGREEMENT IS TERMINATED FOR CONVENIENCE BY THE CITY, CONSULTANT
SHALL BE PAID FOR ANY PERFORMED UP TO THE
DATE OF TERMINATION; OLLLOIWING CES WHICH THE CIITY 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 in the event the
su
paced City also re
in voluntary or involuntary bankruptcy o erves the rht to terminate the rmakes tan assignment for the beneltant is
fit of
creditors. In such event, the right and obligations for the parties shall be the same as provided
for in Section 5.2.
Do ,An Envelope ID: D5D64Bo0-5]914C07.%c&Ds&ei68C]1W
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
Jing but , attorneys'
law or in equity), claims, liabilities, losses, and expenses, incllu( death, to
fees and costs, for personal, economic or bodily injury, 9gent acts, errors,
property, which may arise or be alleged to have arisen from the negfmployees, agents,
omissions or other wrongful conduct of the Consultant, its officers,
contractors, or any other person or entity acting under Consultant's control or supervision, in
of the Services
pursuant to this Arelated greement. To that extent the Consult Of the sultant tant shall payrfall 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
including
a seals. The fees
Con Consultant expressly the
understands
defense of such claims and losses , 9 ed
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
t instimnify, keep umentfi li s as herein
and save
harmless and defend the City or its officers, employees, agents
provided.
The parties agree that one percent (1%) of the total compensation to Consultant for
performance of the Services under this Agreement is the specific consideration from the City to
the Consultant for the Consultant's indemnity agreement. The provisions of this Section 6.1 and
of this indemnification shall survive termination or expiration of this Agreement.
6.2 INSURANCE REQUIREMENTS
The Consultant shall maintain and carry in full force during the Term, the following insurance;
1. Consultant General Liability, in the amount of $1,000,000;
2. Workers Compensation & Employers Liability, as required pursuant to Florida Statutes;
3. Auto Liability insurance, in the amount of $1,000,000; and
4. Professional Liability, in the amount of $1,000,000.
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.
Each insurance policy required above shall provide that coverage shall not be cancelled, except
with notice to the city of Miami Beach Go EXIGIS Insurance compliance Services.
Consultant agrees to obtain any endorsement that may be necessary to
off ct the
of whether
waiver of
subrogation on the coverages required. However, this provision applies
ss
the City has received a waiver of subrogation endorsement from the insurer.
st
ing
A:VI1 or
er. If not
insuranceexceptionsema be made forememberswith insurrs with a current A.M of the Flon'daelnsulmncefFunds (i e19hFWCIGA,
rated,
4
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FAJUA). Carriers may also be considered if they are licensed and authorized to do insurance
business in the State of Florida.
Consultant shall furnish the City with original certificates and amendatory endorsements, or
copies of the applicable insurance language, effecting coverage by by City is Agreement.
reement. l
certificates and endorsements must be received and approvedY
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:
CITY OF MIAMI BEACH
clo EXIGIS Insurance Compliance Services
P.O. Box 947
Murneta, CA 92564
Kindly submit all certificates of insurance, endorsements, and exemption letters to our servicing
agent, EXIGIS, at:
Certir r rnibeachCa nskw0rksc0m
The City of Miami Beach reprieehismodify hese orincluding
based
on the nature of the risk, porexPein nverage, orotherspecial
oin
requirements
l not
obi gationceunder wthe ith
s Section o u under any other secltionn of thisvAgree Agreement
of its liability and
SECTION 7
LITIGATION JURISDICTIONNENUEIJURY 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 some 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 CITPS 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, or 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.
er into
revery fromtheCity or expresses
ny damagie action or bss to reach of contracttobe limited tont with Ca maximum
amount of $10,000.
her
rm or
tion of this
onsulant
herreebyi gI ees that thei City shall) otybelliablee o the Consultant Agreement,
ultant for damages nanCamounit In
Do gn Envelope ID! M64121D"791- M7.99ciDWsUIC7120
ntract arising out of
or on performa0n0for any action or ce of any obligationsaim for breach of imposed upon the City by this Agreement. performance
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 Citys liability, as set forth in Section 768.28, Florida
Statutes.
SECTION 9 _ _ rAPVRIGHT:
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 RI H S• C PYRIGHT• C NFIDENTIAL 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 andlor Florida Public Records Law.
All reports, documents, articles, devices, and/or work produced in whole or of the City, ln part and shall der this
Agreement are intended to be the night and exclusive by orlperty on behalf of the Consultant or its
subject to any application for copyright P
employees or sub -consultants, without the prior written consent of the City Manager.
SECTION 10
GENERAL_ PROVISIONS
10.1 AUDIT AND INSPECTIONS
uring
Upon reasonable verbal orwritten
PM' Monda throunotice to gnsultant. and at h Fridays' excludingynatonally recognized/
business hours (s 9AM — 5he y 9 In his/her reasonable discretion and
holidays), and as often as the City Manager may,
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.
E
Do s gn Envelope ID: D5D64aDa57914CO1-98CSD888-%8 7120
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
duratton of said contracts. cn ras. This
f of the city.
audit is separate and distinct from any other
audit Performed by
(a) 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. a aths,on. the Inspector require the p production of wlhas the power itnesses and monitor
subpoena witnesses, administer oaths,
City projects and programs. Monitoring of an existing City protect 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 epectctor Geviewl
shall have the power to audit, investigate, monitor, oversee,
operations, activities, performance and procurement process including but not limited to
project design, bid specifications, (bid/proposal) submittals,taff ctivitfled Offies Of the Consulto ens re
its officers, agents and employees, lobbyists,
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.s d activitieselected oft Is tohe enu Consultant
its officers, agents and employees, lobbyists, City
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 prof7Aentst2l�lon
ed
correspondence, memoranda, instructions, financial documents,
documents, (bid/proposal) and contract documents, back -change documnsurence
ents, ail
documents and records which involve cash. trade orvolume
edi dsuand supporting
proceeds, rebates, or dividends received, pay personnel
documentation for the aforesaid documents and records.
D sign Envelope 10: D5D84a00-5791,,cn7.98CSDSpnn6C9120
(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,
three
years after final g
til
payment audit, reproduction,
t under this Agreement or for any longer red (by
statute or by other clauses of this Agreement. In addition:
1. If this Agreement is completely or partially terminated, the Consultant shall make
available records relating to the work terminated until three (3) years
resulting final tfmination 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 agreement 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 Which
service under this Agreement without the prior written consent of the CityManager,
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 fight hereunder, shall be assignable unless as
approved pursuant to this section, and any attempt to makesuch assignment (unless
approved) shall be void.
10.4 PUBLICENTITYCRIMEs
da Form FUR
Prior to commencement of the Services, the ConsultantFlorida 3ttuta on Puble a State of ic l Entity Crimes
7066, Swom Statement under Section 267.133(3)(a)
with the City's Procurement Division,
10.5 H92199RIMMA1I0
In connection with the performance of the Services, the Consultant shall not exclude from
participation in, deny the benefits of, Sabi blestdsincometio family status.
on the grounds of
race, color, national origin, sex, age, y.religion,
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 (including independent contractors), housing, puse
blic
accommodations, public services, and in connection with its membership or pollic a identity,
of actual or perceived race, color, national origin, religion, sex , intersexuality, 9 gender
weight, hair
sexual orientation, marital and tmilial status, age, disability, ancestry, height, 9
Oawai, Envelope 10: D5D608045/914MI-96CSD698568C7120
texture and/or hairstyle, 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.
10.7 CONSULTAN 'S COMP IANICE WITH FLORIDA PUBLIC RECORDS LAW
(A) Consultant habe am
ended mended from time to time.�as law under Chapter 119, Florida
Statutes,
(B) The term "public records" shall have the meaning set forth in Section
t.011(12) which
means all documents, Papers, letters, maps, books, pphotographs,
sound
recordings, data processing software, or other material, regardless of the physical form,
characteristics,
orc n connection with the transaction ton of official businssion, made or ess ved pursuant to raw or
ess of the City.
o
if
he Consultant
(C) definition of "Contractor' as defined in Section a19 07011((1)(a)t meets the
Pursuant to Section 119-01701 of the the Co sul ant shall:
(1) Keep and maintain public records required by the City to perform
the thservice;
r tce ith a
(2) Upon request from the City's custodian of public records, provide
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 confiidentie% d exempt
from
public records disclosure requirements are not disclosed, P e
rized
by law, for the duration of the contact 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 he 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 lh City.
D sign Envelope ID: DSD"ODU6 91-4a7-96C6-D666668C 1"
(D) REQUEST FOR RECORDS; NONCOMPLIANCE�ords relating to the City's contract for
(1) A request to inspect or COPY public
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, t itself sole discretion,
may:set (1)rth unilaterunder the
lly
temlinate the Agreement; (2) avail
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 ta provided writtthe
en
notice of the public records request, n9
Consultant has not complied with the request, to the City and to the
Consultant. If it is sent to the City's custodian of
(2) A notice complies with subparagraph (1)(b)
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 noticesbal m st
be sent by common carrier delivery service or by registered,
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.
ANT HAS QUESTIONS REGA
RDING THE
(F) IF THE APPLICATIONS OFT CHAPTER 119, FLORIDA ST TUTES, OR AS
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: RAFAELGRANADO@MIAMIBEACHFL.GOV
PHONE: 305-673-7411
10
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10.8 EgRCE MAJEURE
of
(A) A "Force Majeure" event isanevent that (i) in fact causes a delay in the performance
the Consultant or the Ci s obligations
tounder
the the ee rent. d (it) i isbeyonot due to
he
reasonable control of such party perform
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
Majeure riorto the
ay include
occurrence of the event. Subject to the foregoing criteria, endemics, ten include
events such as war, civil insurrection, dot, fires, epidemics, P 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
f raventeed add or
delayed by an event believed by to be Force Majeure, such party shall
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)
to thetaknti ipatedrderto period
g to
of
the delay, and (v) of what course of action such party plans
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
eand the section; however, receipt of such notice shall not wnstitule acceptance that the event
tClaimed to be a Form he occurrence of a Force Majeure Majeure, Majeure shall be on the party,niter of proof of
(C) No party hereto shall be liable for its failure rendered unable, n wout its hole or in the
Agreement during a period when such party'
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 itof n reasonable best scope
efforts to
and no
longer duration than is required. The party shall use
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.
(0) 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 suchoccurrence
timely mannerperfob performance
ens t reasonably
asona lly
possible. The obligation to pay Y
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, anin the event that daction
without
regard to the notice requirements herein. Additional)
11
D sgn Envelope ID: D5D645D 5791AM7-%C&D68BWC7120
Force Majeure delays a partys performance under the Agreement for a time period
greater than thirty (30) days, the City may, at the Sole thiscretion notice o the City Maltant of s ch
terminate the Agreement on a given data, by giving
writtentermination. 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
supplies, or services under this Agreement,
(A) To the extent that Consultant provides labor.
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 regiment to
any
subconsultant performing work or providing services pursuant to the Ag
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. 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
w
such affidavit for the duration of this 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 from violated
Section446.og(1), Florida Statutes, which prohibits any person
employing, hiring, recruiting, or referring an alien who is not duly authorized to
work by the immigration laws or the Attorney General of the United States, the
City shall terminate this Agreement with 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 contract with the subconsultant. Consultant's failure
to terminate a subconsultant shall be an event of default under this Agreement,
entitling City to terminate this Agreement for cause. 1 or B 2 is not in
(3) bA contract terminated under the reach of contract and may not be considered oing Subsection
ssuch. (Bx) (x )
(4) The City or Consultant or a subconsultant may file an action with the Circuit or
r the
gu2t y Court to no later than 120 calendar termination
days after the date �on woinhich Subsection
cl
thecontractwas
( terminated
(5) If the City terminates the Agreement with Consultant under the foregoing
Subsection (BH1). Consultant may not be awarded a public contract for at least 1
year after the date of termination of this Agreement.
(6) Consultant is liable for any additional costs incurred by the City as a result of the
termination of this Agreement under this Section 10.9.
12
Docusign Envelope ID, D5D608D657914=-%C5 QMB 58C71N
10.10 CONSULT NT'SCOMPLIANCE WITH ANTI -HUMAN TRAFFICKING LAWS
Consultant agrees to comply with Section 787.06, Florida Statutes, as may be amended from
time to time, and has executed the Anti -Human Trafficking Affidavit, containing the certification
of compliance with anti -human trafficking laws, as required by Section 787.0603), Florida
Statutes, a copy of which is attached hereto as Exhibit B.
10.11 PROHIBITION ON CONTRACTING WITH A BUSINESS ENGAGING IN A BOYCOTT
Consultant warrants and represents that 8 is not currently engaged in, and will not engage in, a
boycott, as defined in Section 2-375 of the City Code. In accordance with section 2-375.1(2)(a)
of
the a City ode Consultant
hereby
engage n a Consulboycotant
s of currently engaged in, and for
of
10.12
Consultant warrants and represents that, within two (2) years prior to the Effective Date,
Consultant has not received compensation for services performed for a candidate for City
elected office, as contemplated by the prohibitions and exceptions of Section 2-379 of the City
Code.
For the avoidance of doubt, the restrictions on contracting with the City pursuant to Section 2-
379 of the City Code shall not apply, to the following:
(a) Any individual or entity that provides goods to a candidate for office.
(b) Any individual or entity that provides services to a candidate for office if those same
services are regularly Performed by the individual or entity in the ordinary course of
business for clients or customers other than candidates for offiice.lirThism elves,
without limitation, banks, telephone or internet service providers, printing P
event venues, restaurants, caterers, transportation providers, and office supply
vendors.
(c) Any individual or entity which performs licensed professional services (including for
example, legal or accounting services).
10.13
Consultant hereby agrees to comply with Section 287.138, Florida Statutes, as may be
amended from time to time, which states that as of January 1, 2024, a governmental entity may
not accept a bid on, a proposal for, or a reply to, or enter into, a contract
with an n (Pit), entity
less the
which
would grant the entity access to an individual's personal identifying
entity provides the governmental entity (the entity doesdavit signed an not of melcer or ees any of theecritelria m
the entity under penalty of perjury attesting that
Paragraphs 2(a)-(c) of Section 287.138, Florida Statutes: (a) the entity is owned by a
government of a foreign country of concern; (b) the government of a foreign country of concern
has a controlling interest in the entity; or (c) the entity is organized under the laws of or has its
principal place of business in a foreign country of concern (each a "Prohibited. Entity*). A foreign
13
Omusign Envelope ID: 1)513134BDa5791-0 7-sac5 D8eMK7120
country of concern is defined in Section 287.138 O XC), Florida Statutes, as may be amended
from time to time, as the People's Republic of China, the Russian Federation, the Islamic
Republic of Iran, the Democratic People's Republic of Korea, the Republic of Cuba, the
Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic, including any agency of or
any other entity of significant control of such foreign country of concern. Additionally, beginning
July 1, 2025, a governmental entity may not extend or renew a contract with a Prohibited Entity.
Consultant warrants and represents that it does not fall within the definition of a Prohibited
Entity, and as such, has caused an authorized representative of Consultant to execute the
"Prohibition Against Contracting with Entities of Foreign Countries of Concern Affidavit,
incorporated herein by reference and attached hereto as Exhibit C.
SECTION 11
NOTICES
All notices and communications in writing required or permitted hereunder, shall be delivered
personally to the representatives of the Consultant and the City listed below or may be mailed
by U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally recognized
overnight delivery service.
Until changed by notice, in writing, all such notices and communications shall be addressed as
follows:
TO CONSULTANT: Peter London
Peter London Global Dance Company
1470 NE 123 St
Apt # 605 North Miami, FL 33161
TO CITY: Lissette Garcia Arrogante, Director
Tourism and Culture Department
1755 Meridian Avenue, 5" Floor
Miami Beach, FL 33139
Notice may also be provided to any other address designated by the party to receive notice if such
alternate address is provided via U.S. certified mail, return receipt requested, hand delivered, or by
overnight delivery. In the event an alternate notice address is properly provided, notice shall be
sent to such alternate address in addition to any other address which notice would otherwise be
sent, unless other delivery instruction as specifically provided for by the parry entitled to notice.
Notice shall be deemed given on the date of an acknowledged receipt, or, in all other cases, on the
date of receipt or refusal.
SECTION 12
MISCELLANEOUS PROVISIONS
12.1 CHANGES AND ADDITIONS
This Agreement cannot be modified or amended without the express written consent of the
parties. No modification, amendment, or alteration of the terms or conditions contained herein
shall be effective unless contained in a written document executed with the same formality and
of equal dignity herewith.
14
Dociwign Envebpa 10: D5D64SDM7913C01.%CSDss8568C11N
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 tern and provision of this Agreement shall be
valid and be enforced to the fullest extent permitted by law.
12.3 WAIVERS CH
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 PR�OH
The parties hereto acknowledge that they have sought and received whatever competent advice
and counsel as was necessary for them to form a full and complete understanding of all rights
and obligations herein and that the preparation of this Agreement has been a joint effort of the
parties, the language has been agreed to by parties to express their mutual intent and the
resulting document shall not, solely as a matter of judicial construction, be construed more
severely against one of the parties than the other.
12.5 ENTIRETY OF AGREEMENT
The City and Consultant agree that this is the entire agreement between the parties. This
Agreement supersedes all prior negotiations, correspondence, conversations, agreements or
understandings applicable to the matters contained herein, and there are no commitments,
agreements or understandings concerning the subject matter of this Agreement that are not
contained in this document. Title and paragraph headings are for convenient reference and are
not intended to confer any rights or obligations upon the parties to this Agreement.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
15
Docueign Envelope ID: D5D&1BD0-5791AC07.Ws-D686568C71N
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:
ATTEST
Rafael E. Granado, City Clerk
2 4 2026_zN e€? y
Date:
i +.IN[OAP OFAiER,''ys
y
FOR CONSULTANT:
ATTEST:
Pnnt Name antl Title
. e"'�`'. PNONFA D. a1aGXnl!
J®� NY COIWISSNNII fW }710W
`3ex;y�: E%PI9E$: Deoamperr, an9
CITY OF MIAMI BEACH, FLORIDA
By:
Eric T. Carpenter City Manager
PETER LONDON GLOBAL DANCE
COMPANY. INC.
16
By:
s
Peter London
Print Name and Title
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
�� K
0�Cdy Attorney te
Do iw Envelope ID: D5D66BD0-5nl1 C07-a6 D666566C7120
EXHIBIT A
SCOPE OF SERVICES
Consultant (Peter London Global Dance Company, Inc.) shall provide services for
cultural programming during the 2026 Miami Beach OnStagel Juneteenth Celebration.
Consultant shall host the Juneteenth performance (the "Event") in partnership with Miami Beach
OnStage! program on June 19. 2026. Services shall include all aspects of event production,
equipment rental, artist fees, sound production and coordination with City staff.
Event information:
Date: Friday, June 19, 2026
Time: 6:00 PM — 7:00 PM
Location: 1100 Block of Lincoln Road
FEES
In consideration of the Services to be provided, Consultant shall be compensated for a total
amount not to exceed $9.000, payable in installments as follows:
Payment #1- Four Thousand Five Hundred Dollars and No Cents ($4,500.00). To be paid upon
execution of Agreement.
Payment #2 Four Thousand Five Hundred Dollars and No Cents ($4,500.00). To be paid upon
satisfactory completion of programming activity as outlined in the Agreement and described
above.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
17
D *w Envelope ID: D5136413DM7914C07-96C5DW8568C7120
EXHIBIT B
ANTI -HUMAN TRAFFICKING AFFIDAVIT
In accordance with Section 787.06 (13). Florida Statutes, the undersigned. on behalf of
Consultant hereby attests under penalty of perjury that Consultant does not use coercion for
labor or services as defined in Section 787.06, Florida Statutes, entitled 'Human Trafficking".
1 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
andlor imprisonment.
The undersigned is authorized to execute this affidavit on behalf of Consultant.
CONSULTANT:
PETER LONDON GLOBAL DANCE COMPANY, INC., a Florida not-for-pmfit corporation.
1470 HE 123rd St., #605, N. Miami, FL 33181
NamelTitle: Pier LorMon FDunding Artistic Director (Address)
State of
County of Hpf'Lt -
The foregoing instrument was acknowledged before me by means of ysical presence or ❑
2026 by
online notarization, this day of PETER
as O
LONDON GLOBAL DANCE COMPANY. INC., a Florida not -for -profit corporation Mown to
to be the person de d herein, or who produced �— as
identification,
^ d who di ke an oath.
My commission expires:
18
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Dmc isign Envelope ID: D5WB00-5791AC07-96C5 D6B8568C7120
EXHIBIT C
PROHIBITION AGAINST CONTRACTING WITH FOREIGN COUNTRIES OF CONCERN
AFFIDAVIT
In accordance with Section 287.138, Florida Statutes, incorporated herein by reference, the
undersigned, on behalf of Consultant, hereby attests under penalty of perjury that Consultant
does not meet any of the following criteria in Paragraphs 2(a)-(c) of Section 287.138, Florida Statutes
(a) Consultant is owned by a government of a foreign country of concern; (b) the government of a foreign
country of concern has a controlling interest in Consultant; or (c) Consultant is organized under the laws
of ar has its principal place of business in a foreign country of concern.
I understand that I am swearing or affirming under oath, under penalties of perjury, 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 Consultant.
CONSULTANT:
PETER LONDO�N GLOBAL DANCE COMPANY
.Y'-" S,l
Name/title: I'Mr den Pmriism A458c Dssa
State of
C ty of l�I%AMA " 1��}0�
INC., a Florida not -for -profit corporation.
1470 NE 123rd St, 0605. N. Miami, FL 33161
(Address)
oun
The foregoing instrument was acknowledged before me by ens of sicel presence or ❑
day f 2028 by
oyGn9 notarization, this as f o
+�- 2 / nnlaanl
L NDON GLOBAL DANCE COMPANY, IN a Florida not -for -profit corporation, own to me
to be the perso herein, or who produced
Identification, a w eke an oath.
--== _ I
My commission expires:
19
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'. ,. : = ■ Contract/Document Routing Form
Agreement— Peter London Global Dance Company Onstage!
Juneteenth 2026 Professional Services Agreement
Peter London Global Dance Company
Tourism and Culture Department
Lissette Garcia Arrogante I'
Maria Hernandez
Type 1-Consrad, amendment, change order, or Usk order Uwltingfrom a procure.4aued competltivesollcltatlon.
Type 3 -Other cantraU, amendment, cM1ange Omer, w Usk Omer nolresuin, from a procuromeM-Issued compe[i[iVe splidUtion.
Type 3-Independent commom, Agreement IKA) Type 6-TenaMAlinement
TVM4-Grama memenU"7the6 .sMereciPient Type7- Inter-gevemmemal n, agreement
TVpeS-Grant agreements witM1 the cry as the grantor % Typeg-O[her.6pecial Events Agreement
Agreement with Peter London Dance Company as part of the OnStage! series. This agreement
is funded from the Cultural Programming/Activation budget allocations in the Resort Tax Fund.
�►1{inal Term eAlUwal Periods Total Term)Origirer+1111,4wYM)
aII
Grant Funded
Yesv No State Federal i Other
1
59,000 160-0380-000349-25-40&548-OD00-00- Ves X No
2
Yes
No
3
Ves
No
4
Yes
No
5
Ves
No
1. For contracts
longer than five years, contact the Procurement Department. 2. Attach any wpporting explanation needed.
3. Budget approval indicates approval for the current fiscal year only. Future years are subject to City Wmmission approval of
the annual adopted
olmrating budge.
Ry commission Approved: Yes
X
No
Resolution No.:
CC Agenda Item No.: CC Meeting Date:
2025-339a5
R7 B 9/30/2025
If no, explain why Mapproval is not required:
at Form A roved: X Yes
No If no, ex lain btlow w
forma royal is not necessa :
Grants:
EManagem7ent:
Tameka ONo Stewart -
ti
Information Technology:
MarcChevalier
Fleet&Facilities:ad
Other: