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Home My WebLink AboutR-92-0670J-92-717 10/8/92 • RESOLUTION NO. 92- 670 11 A RESOLUTION, WITH ATTACHMENT, ACCEPTING IN PRINCIPLE THE BAYFRONT PARK MANAGEMENT TRUST'S (THE "TRUST") EXECUTION OF AN AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH RICHARD SINGERMAN (THE "CONSULTANT") TO COMPENSATE SAID CONSULTANT FOR SERVICES RENDERED THE TRUST IN THE PROCUREMENT OF A SPONSORSHIP AGREEMENT (THE "SPONSORSHIP AGREEMENT") BETWEEN AT&T COMMUNICATIONS, INC. ("AT&T") AND THE TRUST, FOR AN INITIAL TERM COMMENCING ON THE EFFECTIVE DATE OF THE SPONSORSHIP AGREEMENT FOR AN ANNUAL AMOUNT NOT TO EXCEED $32,500, AND IF THE SPONSORSHIP AGREEMENT IS EXTENDED, SAID INITIAL TERM SHALL BE EXTENDED FOR AN ADDITIONAL PERIOD NOT TO EXCEED FIVE (5) YEARS, DURING WHICH THE CONSULTANT SHALL RECEIVE THE LESSER OF AN ANNUAL AMOUNT NOT TO EXCEED $32,500 OR FIFTEEN PERCENT (15%) OF THE ANNUAL SPONSORSHIP CASH PAYMENT RECEIVED BY THE TRUST FROM AT&T PURSUANT TO THE SPONSORSHIP AGREEMENT; ALLOCATING FUNDS THEREFOR FROM THE PROCEEDS DERIVED FROM THE IMPLEMENTATION OF THE SPONSORSHIP AGREEMENT. WHEREAS, the City of Miami (the "City") desires to promote the sale of corporate sponsorship packages for the Bayfront Park Amphitheater; and WHEREAS, the Consultant possesses the requisite knowledge and experience in the areas of sponsorship packages and grant proposals; and WHEREAS, the Consultant has been instrumental in the procurement of the Sponsorship Agreement; ATTACHMENTS) CONTAINED CITY COMUSSION MEETING OF OCT 0 8 1992 Resolution No. 92- 670 11 NOW, THEREFORE, RE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. The City Commission hereby acceptsl/ in principle the Trust's execution of an Agreement, in substantially the attached form, with Richard Singerman, Consultant, to compensate said Consultant for the services rendered the Trust in the procurement of a Sponsorship Agreement between AT&T and the Trust, for an initial term commencing on the effective date of the Sponsorship Agreement for an annual amount not to exceed $32,500, and if the Sponsorship Agreement is extended, said initial term shall be extended for an additional period not to exceed five (5) years, during which Consultant shall receive the lesser of an annual amount not to exceed $32,500 or fifteen percent (15%) of the annual sponsorship cash payment received by the Trust from AT&T pursuant to the Sponsorship Agreement, with funds therefor hereby allocated from the proceeds derived from the implementation of the Sponsorship Agreement. Section 3. This Resolution shall become effective immediately upon its adoption. l� The herein endorsement is further subject to compliance with all requirements that may be imposed by the City Attorney including but not limited to those prescribed by applicable City Charter and Code provisions. -2- 92- 670 PASSED AND ADOPTED this Sth day of AT "ST NATTY HIRAI CITY CLERK PREPARED AND APPROVED BY: IRMA M. ABELLA ASSISTANT CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: ell •- G 1: r IER L. , 1992. -3- 92- 670 - - . • 5 ' pAso*121 y P. 02 PONT 12K 1 1 1 PROSaBBIONAL SLA ICES XOREEMENT TXX9 &*REBMENT, hereinafter • irleferred to as the "AGREEKENT", entered into this „, day of , 1992 by and between the BAYFRONT PARE MANAGEMENT TRVBTI hereinafter referred to as "TRUSTI, and Richard Singerman, hereinafter referred to an "CONSULTANT". WITNESBEOBt WHEREAS, The TRUST is authorized to employ individuals as independent contractors on a contractual task related basis in lieu of hiring full-time or part-time employees provided that such contractual task related services are within the currently adopted budget of the TRUST; and WHEREAS, the TRUST desires to promote the sale of sponsorship packages for the 8ayfront Park Amphitheater, hereinafter referred to as the "AMPHITHEATERO; and WHEREAS, the CONSULTANT in knowledgeable and has experience in the areas' of sponsorship packages and grant proposals; and WHEREAS, the CONSULTANT has been instrumental in the procurement of a sponsorship agreement, hereinafter referred page. 1 g 2- 670 #FRONT PARK I I I P. 452 to an the •'SPONSORSHIP AaArrXENT11 between "AT&T Communications, tne. , hereinafter referred to as "AT&T* and the TRb8T# a copy of which is attached hereto as Exhibit „AEI. NOW THEREFOREp in consideration of the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties hereto understand and agree as follows: E TERM I The initial term of this Agreement shall commence on the effective data of the Sponsorship Agreement and shall continue for the duration of the five (S) year period following said commencement date. In the event that the Sponsorship Agreement is extended, said initial Term shall be extended without further action by either party hereto, for a period equal to the lesser of five (S) years or the aggregate of the renewal period(s) of the Sponsorship Agreement, or any other agreement by and between AT&T and the Trust or The City of Miami which may replace the Sponsorship Agreement, pursuant to which AT&T pays money to the Park, the Fountain, the Amphitheater or the Trust. Pago 2 92- 670 MAYPPONt PARK 1 1 I $f6SSS 1~2i i P OE N __ As COMPOASation for the services rendered to TRUST. by CONSULTANT in the procurement of the sponsorship Agreement$ TRUST shall pay CONSULTANT as follower t 1. for the initial term of this Agreement, TRUST shall pay CONSULTANT an annual commission of THIRTY TWO THOUSAND FIVE HUNDRED DOLLARS ($321500). 2. For any period or extension or renewal of this Agreement, TRUST shall pay CONSULTANT an annual commission consisting of the lesser or THIRTY TWO THOUSAND FIVE HUNDRED DOLLARS ($32,500) or FIFTEEN PERCENT (15%) of the annual monetary sponsorship amount, thereafter referred to as the "Annual Sponsorship amount" received by the TRUST from AT&T pursuant to the Sponsorship Agreement. commission payment shall be made within seven (7) working days of receipt by the TRUST of the Annual Sponsorship Amount. In the event that AT&T pays the Annual Sponsorship Amount in installment$, CONSULTANTFB commission payments shall be prorated accordingly and shall be made within seven (7) working days of receipt by the TRUST of each installment payment. For example, if AT&T pays the Annual Sponsorship Amount in monthly installments, CONSULTANT shall be paid monthly an amount equal to one twelfth (1/12) of the lesser of Page 3 92- 610 riritrtCuNI rFtKKi i`i 2966te%a1211 u MoS00 or if the installment payments are made during a period of extension or renewal of this Agreement, fifteen percent (15%) of the Annual Sponsorship Amount. CONSULTANT shall be responsible for payment of any monies due to the Internal Revenue Service and to the Social Security on account of the commission payments received pursuant to the Agreement. =sz COMPLIANCE WITH FEDERAL, STATE ANfl 10CAL LA 81 Consultant shall comply with .all applicable laws, ordinances, and codes of federal, state, and local governments. tv OBLIGATIONS OF CONSULTANT: Any consulting services contracted for by the CONSULTANT in order to procure the Sponsorship Agreement shall be the responsibility of the CONSULTANT and the TRUST hereby assum6s no obligations for such services. ►7 GENERAL CONDITIONS: A. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail addressed to the other party at the. address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on i Page 4 9 2 -- 6'7 b 1 �AYI�ItCINr PARK 1 ! 1 the day on which personally servadl or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. nVOT + QONeyLT3►!tT tra Marc Katz Aiehard F. singerman Executive Direatei 5941 North bay,Road 301 N. Biscayne Blvd. Miami beach, Florida Miami, Florida 33132 33140 B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. In the event of conflict between the terms of this Agreement and any terms or conditions contained In any documents attached hereto, the terms in this Agreement shall rule. D. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. E. should any provisions, paragraphs, sentences, words or phrases contained in this Agreemont bo determined by a court of competent jurisdiction to be invalid, Illegal or otherwise unenforceable under the laws of the State of fiorida or the City of Miami, such provisions, paragraphs, sentences, words or phraseb shall be deemed modified to the extent necessary in order to conform Page 3 92- 670 loi >tiAYRIlbNT PAt7K 1 t 1 ieasl�iiSi i �. �? with such laws, then some shall be desmsd severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmod-ified and in full forc6 and effect. 1 VI CMJZRBx P 27 DQCvMtNzs All documents developed by COYSULTANT under this aoRttmam shall be delivered to TRUST by said CONBtMTANT and shall become the property of TRUST# without restriction or limitation on their use. CONDULTANT agrees that all documents maintained and generated pursuant to this contractual relationship between TRUST and CONSULTAidT shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. v=I CONSTRUCTION OF ROBEEMENTi This Agreement shall be construed and enforced according to the laws of the State of Florida and venue shall be in Dade County, Florida. Vill CONSULTANT warrants that it has not employed or retained any person employed by the TRUST to solicit or secure this Agreement and that it has not offered to pay, paid$ or agreed to pay any person employed by the TRUST any fee, commission percentage, brokerage fee, or gift of any kind contingent upon Page a 92- 670 IDAYKRONT PARK i 1 1 tomes 1211 P, 04 or resulting from the award of this Agreement. A Finding of a court of taw of Failure to comply with this condition shalX result in the i=ediate Termination of the Agreement. IX BVCCBBBORB h�ND ,A GNB s This Agreement shall be binding upon the parties herein, their heirs, executors, legal, representatives# successors, and assigns. X INDEMNIFICAT ONt CONSULTANT shall indemnify and save the TRUST and the City of Miami harmless from and against any and all claims liabilities, losses and causes of action which may arise out of CONSULTAMTIS activities in the procurement of the Sponsorship Agreement and/or its Status as an independent contractor, pursuant to Section X1 hereof including all other acts or omissions to act on the part of CONSULTANT, including any person acting for or on its behalf, and, from and against any orders, judgements, or decrees which may be entered and from and against all costs, attorneyfe tees, expenses and liabilities incurred in the defense of any such claims, or in the investigation thereof. X1 INDEPENDENT CONTRACTOR= CONSULTANT shall be deemed to be an independent contractor, and not an agent or employee of TRUST or the City of Miami, Page 7 92- 670 i +p and shell not attain any Frights or benefits under the Civil Service or Pension Ordinances of the City of Miami, or any rights generally afforded classified or unclassified employees of the City of Miami. Furthermore, he shall not be :Seemed entitled to the Florida Workers' Compensation benefiti as an employee of TRUBT or the city of Miami. xsx ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and only Agreement of the parties hereto relating to said grant and correctly sets forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this AGREEMENT are of no force or effect. X111 AY.END1' XNTB : No amendments to this Agreement shall be binding on either t party unless in writing and signed by both parties. In WITNEBS WHVREOF, the parties hereto have caused this instrument to be executed by the respective official thereunto duly authorised this day and year first above written. Page 8 92- 670 H 2XVIROFT VWM XMA*ZXM TRUNT &TTINTS Sys -,- . -1 31yi--- tra We Satz Ghtelain Gourail,08 axe mascutive vireater ftairperADS COUNULTANTI WXTNZBBI Richard F. ginvermw "PROVZD TO ZNBMUNNOZ APPROVED &S TO YORK AM CORRZCTNZBBI REQUIREMMMIl BY3 sy: A. Quint Jones, IZZ fujarl Chbabra City Attorney Risk Xanagement 0 Page 9 92- 670