ITB 2022-421-ND_Event Producer Services_4-7-2025.pdf

TABLE OF CONTENTS

ITB 2022-421-ND

CULTURAL PROGRAMMING AND EVENT PRODUCER SERVICES

SECTIONS:

0100 GENERAL INFORMATION & SCOPE OF WORK

APPENDICES:

APPENDIX A PREQUALIFICATION APPLICATION

APPENDIX B GENERAL TERMS AND CONDITIONS OF AGREEMENT

APPENDIX C SAMPLE SERVICE ORDER

DEFINITIONS:

Bidder means any firm or individual submitting an application in response to this ITB. The term bidder may be used interchangeably with applicant and proposer.

Vendor means any firm or individual that has been prequalified to supply goods or services to the City.

SECTION 0100: GENERAL INFORMATION & SCOPE OF WORK

1. PURPOSE. The City of Miami Beach (the “City”) is seeking applications from firms who wish to participate in a prequalification pool that will be used to solicit various cultural programming and event producer services on an “as needed” basis as specified herein. Interested firms may submit an application indicating its intent to become prequalified. All firms which meet or exceed the criteria established in this solicitation shall be placed on a prequalification list that may be accessed by the Department of Tourism and Culture to obtain price proposals for various cultural programming and event producer services.

The City utilizes Bidnet Direct (Government Bids Opportunities and RFP | BidNet Direct) for automatic notification of competitive solicitation opportunities and document fulfillment, including the issuance of any addendum to this ITB. Any prospective Bidder who has received this ITB by any means other than through Bidnet Direct must register immediately with Bidnet Direct to ensure it receives any addendum issued to this ITB. Failure to receive an addendum may result in disqualification of the proposal submitted.

To be considered for the pool of prequalified firms, interested parties must submit a complete Bidder Prequalification Application (Appendix A).

2. BACKGROUND AND SCOPE. The City seeks to prequalify firms which may be engaged in the future to assisting the development and implementation of programmatic strategies, activations and events throughout the City. Miami Beach is a world-class city, with unparalleled cultural and artistic offerings.

The City would like to expand on current offerings by partnering with a firm(s) that have the ability to bring original ideas and programming vision to drive tourism and hotel room nights, reduce traffic impact, increase the resident quality of life and enhance the Miami Beach brand.

The City envisions cultural programs and events that enhance the City’s reputation as a top cultural destination by:

• creating elevated, family-friendly, and diverse experiences;

• highlighting local businesses and the commercial energy of the City;

• highlighting the City’s internationally acclaimed cultural institutions, parks, and beaches;

• attracting a diverse pool of local residents;

• activating and invigorating the economic vitality of commercial districts; and

• promoting events via a local, and national marketing plan.

In addition to the desire to add cultural programming and events through this ITB, it is important to note that the City currently hosts a number of annual programs and events, including but not limited to:

• Fire on the Fourth, Culture Crawl, Miami Beach Art Week, Miami Beach Pride, Art Deco Weekend, and Miami Beach Memorial Day; and

• a variety of artisanal and other markets throughout the City.

Interested parties shall take these dates into consideration and avoid additional activations during these high-impact events.

2.1 PROCESS OF AWARDING SERVICE ORDER. The City anticipates establishing an initial Pool of Consultant(s) through this ITB prequalification process.

https://www.bidnetdirect.com/

Pursuant to Sub-section 10, Binding Agreement, bidder agrees that, if its application is accepted, the ITB (inclusive of all attachments, appendixes, exhibits and addenda) and the Proposal (Application) shall constitute a binding Agreement, and all work shall be performed in accordance with the Agreement. The selected Consultant may not include terms or conditions that are additional to this ITB without the written consent of the City. The agreement will be supplemented, upon specific project need, only by individual Service Orders specifying project scopes and payments. Selection into the Pool does not guarantee work and does not provide for exclusive rights to provide these services to the City.

Inclusion in the Consultant Pool is a prerequisite for having an opportunity to submit proposals and obtain work through this Pool. However, there is no guarantee that any or all prequalified firms will obtain Service Orders through this Pool. When a project arises, the City will prepare a scope of work and provide prequalified firms with information regarding the selection process and response requirements, which may include written proposals and oral presentations.

At the City's discretion, Consultants may be dropped from the Pool for: lack of participation, which shall include failure over a reasonable time to propose on Service Order Proposal Requests offered through the Pool; poor performance on a Service Order; being in arrears in obligations to the City; delays in completion of work on a prior Service Order; or for any other reason deemed to be in the City’s best interest. Consultant(s) shall maintain the qualifications of the firm and proposed personnel at a standard consistent and equivalent to the qualification submissions submitted in Consultant's Proposal.

3. OVERVIEW OF PREQUALIFICATION PROCESS. The figure below is a general overview of the process that the City will utilize to award work pursuant to the prequalification process.

4. PROCUREMENT CONTACT. Any questions or clarifications concerning this solicitation shall be submitted to the Procurement Contact noted below. The Bid title/number shall be referenced on all correspondence.

Procurement Contact: Telephone: Email:

Livia Barcelos, CPP 305-673-7000 x26858 LiviaBarcelos@miamibeachfl.gov

The City Clerk is to be copied on all communications via e-mail at: RafaelGranado@miamibeachfl.gov;

or via facsimile: 786-394-4188.

5. APPROVAL OF PREQUALIFIED STATUS. Following the review and evaluation of applications by staff, the responsive, responsible bidder(s) meeting all terms and conditions of the ITB will be recommended for award, as deemed in the best interest of the City, to the City Manager for her consideration. It is important to note that an application deemed to not meet the qualifications for prequalification does not eliminate the bidder from resubmitting a subsequent application during the contract term. Once the bidder has corrected the deficiency, a new application may be submitted for the City’s consideration.

mailto:RafaelGranado@miamibeachfl.gov

After considering the staff recommendation for award, the City Manager shall exercise her due diligence and recommend to the Mayor and City Commission the bid(s) that the City Manager deems to be in the best interest of the City. The City Commission shall consider the City Manager’s recommendation(s) and may approve or reject the City Manager’s recommendation(s). The City Commission may also reject all bids received. In addition to the criteria established in the application, pursuant to Section 2-369 of the City Code, the City may consider the following:

• The ability, capacity and skill of the bidder to perform the Contract.

• Whether the bidder can perform the Contract within the time specified, without delay or interference.

• The character, integrity, reputation, judgment, experience and efficiency of the bidder.

• The quality of performance of previous contracts.

• The previous and existing compliance by the bidder with laws and ordinances relating to the Contract.

PREQUALIFIED STATUS IS VALID FOR FIVE (5) YEARS FROM DATE OF THE NOTICE OF

PREQUALIFICATION ISSUED BY THE CITY, OR AS OTHERWISE APPROVED BY THE CITY

MANAGER.

6. ADDITIONAL PREQUALIFIED FIRMS TO BE ADDED TO THE POOL. After the initial pool of firms is established, the City reserves the right to continue to receive prequalification applications and prequalify additional consultants. The City may also limit the number of firms prequalified and, in doing so, shall select the firm(s) it deems, in its sole discretion, through its City Manager, to be best qualified.

7. SERVICE DELIVERY EXPECTATIONS. The City places an emphasis on excellent customer service delivery and expects the prequalified bidder to provide the best possible customer service to any and all awarded projects throughout the term of the contract. The prequalified bidder’s project manager is responsible for monitoring the customer service provided to City by prequalified bidder’s staff, sales and support teams, and employing, as necessary, corrective measures, to ensure that the prequalified bidder will provide and maintain the highest quality of customer service possible during completion of the project(s). Project-specific deliverables and expectations shall be defined on a project-by-project basis, as specified in each request for proposal.

8. VOLUME OF WORK TO BE RECEIVED BY BIDDER. No promise of work is given, or should be understood, as a result of a prequalification. The City reserves the right to purchase any goods and/or services awarded from any resulting agreement, or another governmental contract, or on an as-needed basis through the City’s spot market purchase provisions.

9. STANDARD TERMS AND CONDITIONS. The City’s Standard Terms and Conditions for Service Contracts (available at https://www.miamibeachfl.gov/city- hall/procurement/standard-terms-and-conditions/) are referenced and incorporated herein.

10. BINDING AGREEMENT. By virtue of submitting an application for the City’s consideration, the bidder agrees that the application shall be considered an offer on the part of the bidder, which offer shall be deemed accepted upon approval of bidder’s prequalification status by City Manager or City Commission.

Further, bidder agrees that, upon approval of the bidder’s application by the City Manager or City Commission, a binding Agreement shall be established between the City and the approved contractor.

The Agreement shall be comprised of the following documents, and in the following order:

First, the Purchase Order issued by the City; then, https://www.miamibeachfl.gov/city-%20hall/procurement/standard-terms-and-conditions/ https://www.miamibeachfl.gov/city-%20hall/procurement/standard-terms-and-conditions/

Second, the signed Service Order; then, Third, the request for proposal awarded to the vendor; then, Fourth the ITB, including all documents released in connection with the ITB, including all appendixes, whether included herein or released under separate cover.

In case of default on the part of the Successful Bidder, after said award, the City may take such action as it deems appropriate, including legal action, for damages or specific performance.

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APPENDIX A

Prequalification

Application

2022-421-ND

Cultural Programming and Event

Producer Services

PROCUREMENT DEPARTMENT

1755 Meridian Avenue, 3rd Floor

Miami Beach, Florida 33139

Prequalification Application Instructions

Section 1. SUBMITTAL INSTRUCTIONS. The Prequalification Application will not be considered until it has been submitted completed and executed by a principal of the bidder. Incomplete applications cannot be processed. If requested information is not applicable, please indicate ''N/A'' or ''None. '' If answers to questions are lengthier than the spaces that are provided in the application, the answers may be provided on additional pages, which must be attached to the application. All requested documents must also be attached to the application. Failure to attach all requested documents will delay review and approval of the application.

Submit one (1) electronic copy of the application to Julissa Perez at julissaperez@miamibeachfl.gov.

The City reserves the right to request clarifications or additional information as deemed necessary to evaluate a bidder’s qualifications. When clarifications or additional information is requested by the City, bidder will have three (3) business days to provide, in full, all the requested information. Failure to provide the information within the prescribed time will delay the review process and may result in denial of prequalification.

NON-RESPONSIVENESS. Failure to submit the following requirements shall result in a determination of non-responsiveness. Non-responsive bids will not be considered.

1. Prequalification Application

2. Failure to comply with the Minimum Experience Requirement

OMITTED OR ADDITIONAL INFORMATION. The City reserves the right to request any documentation omitted. Bidder must submit any omitted documentation within three (3) business days upon request from the City, or the application may be deemed non-responsive. Non-responsive applications will receive no further consideration.

Section 2, DEADLINE FOR SUBMITTAL. There is no deadline for the submittal of applications.

However, the initial review of applications shall take place 21 days after issuance of this ITB.

Applications submitted after this date will be reviewed periodically on an on-going basis. The City will endeavor to complete the review of each application within 60 days of receipt.

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mailto:julissaperez@miamibeachfl.gov

Part A – General Bidder Information.

FIRM NAME:

NO. OF YEARS IN BUSINESS:

NO. OF YEARS IN BUSINESS

LOCALLY:

NO. OF EMPLOYEES:

OTHER NAME(S) BIDDER HAS OPERATED UNDER IN THE LAST 10 YEARS:

FIRM PRIMARY ADDRESS (HEADQUARTERS):

CITY:

STATE:

ZIP CODE:

TELEPHONE NO.:

TOLL FREE NO.:

FAX NO.:

FIRM LOCAL ADDRESS:

CITY:

STATE:

ZIP CODE:

PRIMARY ACCOUNT REPRESENTATIVE FOR THIS ENGAGEMENT:

ACCOUNT REP TELEPHONE NO.:

ACCOUNT REP TOLL FREE NO.:

ACCOUNT REP EMAIL:

FEDERAL TAX IDENTIFICATION NO.:

BIDDER IS:

_____CORPORATION / _____PARTNERSHIP / _____SOLE PROPRIETORSHIP / _____OTHER (If other, specify:________________________)

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

Representative:

Signature of Bidder ’s Authorized

Representative:

Part B – Minimum Experience Requirement.

The Minimum Eligibility Requirements for this solicitation are listed below. Bidder shall submit, the required submittal(s) documenting compliance with each minimum requirement. Bidders that fail to include the required submittals or fail to comply with minimum requirements shall be deemed non-responsive and shall not have its proposal considered.

1. Proof of Past Experience (General). Bidder (firm) or principal shall have successfully completed at least three (3) large scale cultural programming or event projects for a public or private sector agency within the last five (5) years. A large-scale cultural programming or event shall be defined as an event with 1000+ attendees, and can take the form of art shows, conventions, live performances, charity events, parades, fundraising events or other similarly scaled events as determined by the City.

Project Location Project Value

Contract Date Duration of Engagement Project Lead

Entity Contact Person Contact Information

Email:

Tel #:

Project Description (to include the number of attendees):

Additional references may be attached separately.

2. Proof of Past Experience (Local – South Florida Region). Bidder (firm) or principal shall have successfully completed at least three (3) large scale cultural programming or event projects for a public or private sector agency within the last three (3) years. A large-scale cultural programming or event shall be defined as an event with 1000+ attendees, and can take the form of art shows, conventions, live performances, charity events, parades, fundraising events or other similarly scaled events as determined by the City.

Additional references may be attached separately.

Part C – Operational & Management Information.

1. Main Account Representative. Attach any other references that demonstrate the applicant’s experience.

2. Provide the names of each owner (stockholder, sole proprietor, and partner), director, or officer of the company, below. Submit additional names on a separate sheet if required.

Owner Ownership percentage Directorship/Office type

3. Is the bidder currently barred by a governmental agency, from bidding as a prime or subcontractor?

YES NO

If yes, state debarment period and the reason(s) for debarment?

4. Has the bidder or any of its owners, directors, officers, or agents been convicted of a crime or had a claim that was filed in a court and mediated or arbitrated during the last five (5) years?

11. YES NO

If yes, why?

5. Is an affiliate of the bidder prequalified by the City of Miami Beach for any work?

If yes, state the name of the affiliate?

6. Is the bidder a parent, subsidiary, or holding company for another company?

If the answer is "yes," identify the company and type of relationship(s), below:

Company Type of affiliation (parent or subsidiary) Period of affiliation

7. Is an owner, director, officer, or agent of the bidder affiliated with another company?

12. YES NO

If the answer is "yes," provide the following information for each individual and the affiliated company.

Individual´s name Affiliated company´s name Period of affiliation Type of affiliation (e.g.

officer, director, owner or employee)

8. Is the bidder currently the debtor in a bankruptcy case or file for bankruptcy during the last five (5) years?

If yes, explain and attach, as applicable, the relevant case and court documents, including (but not limited to): the original petition, including the case number and the date that the petition was filed;

a copy of the bankruptcy court's discharge order, and any other document that ended the case, if no discharge order was issued.

9. Has any owner, director, officer, or agent for the bidder, or has any business organization in which any such person was an owner, director, officer, or agent filed for or been discharged in bankruptcy within the past five (5) years?

If yes, explain and attach a copy of the discharge order, order confirming plan and if a Corporate Chapter 7 case, a copy of the notice of commencement.

10. Has any owner, director, officer, or agent of the bidder owned or managed a company under any other name in the last five (5) years?

If yes, explain.

11. Has the bidder been assessed or paid any fines on any contract during the past five (5) years, whether the project was publicly or privately owned?

12. Are there currently any liens, suits, or judgments of record pending against any owner, director, officer, or agent for the company that is related to the business activities of a business organization?

13. Has the bidder or any of its owners, officers, or partners ever been convicted (criminal) or found liable (civil) for making either a false claim or material misrepresentation to any public agency or entity?

14. Has the bidder or any of its owners, officers, or partners ever been convicted of any a federal or state crime?

12. YES NO

15. Is any officer, director, employee or agent, or immediate family member (spouse, parent, sibling, and child) of any officer, director, employee or agent, an employee of the City of Miami Beach?

YES NO

If yes, state name, title and share of ownership

Name Title Share (%) of Ownership

16. Has the bidder, or any officer, director, employee or agent, contributed to the campaign either directly or indirectly, of a candidate who has been elected to the office of Mayor or City Commissioner for the City of Miami Beach?

If yes, provide details.

17. Equal Benefits for Employees with Spouses and Employees with Domestic Partners. Purchases hereunder are subject to the requirements of Equal Benefits for Domestic Partners Ordinance 2005-3494 that requires bidders with more than 51 employees and City volume greater than $100,000 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 bidder who works 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.

A. Does your company provide or offer access to any benefits to employees with spouses or to spouses of employees?

B. Does your company provide or offer access to any benefits to employees with (same or opposite sex) domestic partners* or to domestic partners of employees?

C. 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.

BENEFIT Company Provides for Employees with

Spouses

Company Provides for Employees with Domestic Partners

Company does not Provide Benefit

Health

Sick Leave

Family Medical Leave

Bereavement Leave

18. 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 bidder is seeking to be prequalified sourced in Mississippi?

If yes, which brands.

APPENDIX B

GENERAL TERMS AND CONDITIONS

INVITATION TO BID (ITB) 2022-421-ND

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 Lissette Garcia Arrogante, Director, Tourism and Cultural Development.

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.

Service Order: A Service Order (see sample in Appendix C) is the document that specifies the scope, costs and schedule (as applicable) of each specific engagement. The Service Order shall detail the required services and deliverables for each engagement. No work may commence without a fully executed Service Order.

Fee: Amount paid to the Consultant as compensation for Services.

Proposal Documents: Proposal Documents shall mean City of Miami Invitation to Bid (ITB)

No. 2022-421-ND for Cultural Programming and Event Producers together with all amendments thereto, issued by the City in contemplation of this 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 ITB and the Proposal.

SECTION 2

SCOPE OF SERVICES

2.1 To assist the City to conceive, develop and implement a programmatic strategies, activations and events throughout the City. The City of Miami Beach is a world-class city, with unparalleled cultural and artistic offerings. The City would like to expand on those offerings, by partnering with a firm(s) who have the ability to bring original ideas and programming vision to drive tourism and hotel room nights, reduce traffic impact, increase resident quality of life and enhance the Miami Beach brand.

The City envisions cultural programs and events that enhance the City’s reputation as a top cultural destination by:

• creating elevated, family-friendly, and diverse experiences;

• highlighting local businesses and the commercial energy of the City;

• highlighting the City’s internationally acclaimed cultural institutions, parks, and

• beaches;

• attracting a diverse pool of local residents;

• activating and invigorating the economic vitality of commercial districts; and

• promoting events via a local, and national marketing plan.

In consideration of the Fee to be paid to Consultant by the City, Consultant shall provide the work and services described in the Service Order (SO) (collectively, “Services”), Exhibit A attached hereto. When the City determines that cultural programming or special events are necessary for any given location within the City, the City will reach out to all prequalified firms, that are in good standing on current or past projects, for proposals. The City will select the proposal and firm that it deems to be in the best interest of the City for the project requirements.

Although Consultant may be provided with a schedule of the available hours to provide its Services and the appropriate location to perform the Services, the City shall not control or have the right to control 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 the Service Order and to the reasonable satisfaction of the City Manager. If there are any questions regarding the Services to be performed, Consultant should contact the following person:

Lissette Garcia Arrogante, Director Tourism & Culture Department

LissetteArrogante@miamibeachfl.gov Ph: 305-673-7577

2.2 Consultant’s Services and any deliverables incident thereto, shall be completed in accordance with the timeline and/or schedule in the Service Order. Service Orders must include a detailed list of tasks, sub-tasks, and deliverables (Collectively the Scope) that are consistent with the work and services described in Section 2.

2.3 Consultant shall only commence any Services, or portions thereof, upon issuance of a Service Order executed by the City Manager or City Manager’s Designee.

SECTION 3

FEE

3.1 In consideration of the Services to be provided, Consultant shall be compensated through individual Service Order(s) issued for a particular project, on a “Fixed Fee” or “Not to Exceed” basis. Notwithstanding the preceding, the total fee paid to Consultant pursuant to this Agreement shall be subject to funds availability approved through the City’s budgeting process.

3.2 At the time of negotiation of each Service Order, City and Contractor will determine the tasks, sub-tasks, and deliverables applicable to the project based on the list of Services, and the lump sum or not-to-exceed amounts associated with each Service Order. Consultant shall not commence any Services unless approved in writing by the City Manager or City Manager’s Designee.

3.3 Service Orders shall be executed in accordance with Citywide Procedure No. PO

03.02 (Contract Approval Authority). Any Service Order for activations in excess of $100,000 shall be subject to the prior approval of the Mayor and City Commission. Any Service Order not executed in accordance herewith shall be null and void.

mailto:LissetteArrogante@miamibeachfl.gov

3.4 Reimbursable Expenses are an allowance set aside by the City and shall include actual expenditures made by the Consultant in the interest of the project, provided such expenses are authorized in advance by the City in a Service Order. The Reimbursable Expenses allowance, as specified herein, belongs to, and shall be controlled by the City (i.e.

unused portions will be retained by the City and shall not be paid to Consultant). Only approved travel-related expenses authorized by a Service Order will be reimbursed to the Consultant, in an amount not-to-exceed the agreed-upon amount reflected on the corresponding Service Order, and in accordance with City-wide Procedure No. OD. 20.01 (Travel on City Business), as may be updated by the City from time to time (“Reimbursable Expenses”).

Notwithstanding the above, any Reimbursable Expenses must be authorized, in advance, in writing, by the City Manager or the corresponding Department’s Director. Invoices or vouchers for Reimbursable Expenses shall be submitted to the corresponding Department’s Director (along with any supporting receipts and other backup material required to support the amount invoiced, and as requested by the corresponding Department’s Director). Consultant shall certify as to each such invoice and/or voucher that the amounts and items claimed as reimbursable are “true and correct and in accordance with the Agreement.” Only actual amounts incurred and paid (requiring proof of payment) by the Consultant shall be invoiced, without any markups and/or additions.

3.5 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 Division: Payables@miamibeachfl.gov

SECTION 4

TERMINATION

4.1 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.

mailto:Payables@miamibeachfl.gov

4.2 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.

4.3 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 4.2.

SECTION 5

INDEMNIFICATION AND INSURANCE REQUIREMENTS

5.1 INDEMNIFICATION

Consultant agrees to indemnify and hold harmless the City of Miami Beach and its officers, employees, agents, and contractors, from and against any and all actions (whether at law or in equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys’ fees and costs, for personal, economic or bodily injury, wrongful death, loss of or damage to property, which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other wrongful conduct of the 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

5.1 and of this indemnification shall survive termination or expiration of this Agreement.

5.2 INSURANCE REQUIREMENTS

Insurance requirements will be determined on a project-by-project basis at the time of Service Order (SO).

5.3 The Consultant shall maintain the required insurance in effect for the duration of the entire project. 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.

5.4 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.

5.5 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.

5.6 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.

5.7 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.

5.8 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 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-miamibeach@riskworks.com

5.9 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 mailto:Certificates-miamibeach@riskworks.com obligation under this section or under any other section of this agreement.

SECTION 6

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 7

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 its 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 “not to exceed” amount of the fee paid to Consultant under this Agreement, less any amount(s) actually paid to Consultant hereunder. Consultant hereby expresses its willingness to enter into this Agreement, with Consultant’s recovery from the City for any damages for action for breach of contract to be limited to Consultant’s “not to exceed” fee under this Agreement, less any amount(s) actually paid by the City to the Consultant hereunder.

Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant hereby agrees that the City shall not be liable to Consultant for money damages due to an alleged breach by the City of this Agreement, in an amount in excess of the “not to exceed amount” of Consultant’s fees under this Agreement, which amount shall be reduced by any amount(s) actually paid by the City to Consultant hereunder.

Nothing contained in this subsection, or elsewhere in this Agreement, is in any way intended to be a waiver of the limitation placed upon City’s liability, as set forth in Section 768.28, Florida Statutes.

SECTION 8

DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS/PATENT RIGHTS;

COPYRIGHT; AND CONFIDENTIAL FINDINGS

8.1 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.

8.2 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.

8.3 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 9

GENERAL PROVISIONS

9.1 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.

9.2 INSPECTOR GENERAL AUDIT RIGHTS

(A) Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has established the Office of the Inspector General which may, on a random basis, perform reviews, audits, inspections and investigations on all City contracts, throughout the duration of said contracts. This random audit is separate and distinct from any other audit performed by or on behalf of the City.

(B) The Office of the Inspector General is authorized to investigate City affairs and empowered to review past, present and proposed City programs, accounts, records, contracts and transactions. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor City projects and programs. Monitoring of an existing City project or program may include a report concerning whether the project is on time, within budget and in conformance with the contract documents and applicable law. The Inspector General shall have the power to audit, investigate, monitor, oversee, inspect and review operations, activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the

Consultant, its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, the City is allocating a percentage of its overall annual contract expenditures to fund the activities and operations of the Office of Inspector General.

(C) Upon ten (10) days written notice to the Consultant, the Consultant shall make all requested records and documents available to the Inspector General for inspection and copying. The Inspector General is empowered to retain the services of independent private sector auditors to audit, investigate, monitor, oversee, inspect and review operations activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the

Consultant its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption.

(D) The Inspector General shall have the right to inspect and copy all documents and records in the Consultant’s possession, custody or control which in the Inspector

General's sole judgment, pertain to performance of the contract, including, but not limited to original estimate files, change order estimate files, worksheets, proposals and agreements from and with successful subcontractors and suppliers, all project-related correspondence, memoranda, instructions, financial documents, construction documents, (bid/proposal) and contract documents, back-change documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records and supporting documentation for the aforesaid documents and records.

(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:

i. 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.

9.3 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.

9.4 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.

9.5 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.

9.6 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.

9.7 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…