HomeMy WebLinkAbout25046AGREEMENT INFORMATION
AGREEMENT NUMBER
25046
NAME/TYPE OF AGREEMENT
LOUD & LIVE, INC.
DESCRIPTION
EVENT PRODUCTION AGREEMENT/JULY 4TH EVENT AT
CURTIS PARK/MATTER ID: 24-1516
EFFECTIVE DATE
June 20, 2024
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
6/20/2024
DATE RECEIVED FROM ISSUING
DEPT.
6/21/2024
NOTE
DOCUSIGN AGREEMENT BY EMAIL
City of Miami, Florida
EVENT PRODUCTION AGREEMENT
By and Between
The Cj[ of Miami, Florida
And
Loud And Live, Inc.
This Event Production Agreement ("Agreement") is entered into this 20th day of
June 2024, by and between the City of Miami, a municipal corporation of the State of Florida
whose address is 444 S.W. 2"d Avenue, 10t" Floor, Miami, Florida 33130 (the "City"), and, Loud
And Live, Inc., a Florida Profit Corporation, qualified to do business in the State of Florida
whose principal address is 2301 NW 87t" Avenue, 6th Floor, Miami, Florida 33172
("Contractor").
RECITALS:
WHEREAS, the City desires to engage the services of the Contractor to provide certain
ideation, planning, and execution as further described in Exhibit "A" (collectively "Services") in
connection with the 41" of July event taking place on July 4, 2024, at Curtis Park, 1901 NW 241"
Avenue, Miami, Florida 33125 ("Event") organized by the City; and
WHEREAS, the Contractor is willing to provide such services under the terms and
conditions as hereinafter set forth; and
WHEREAS, under Section 18-72(b)(11) of the Code of the City of Miami, Florida, as
amended ("City Code"), entertainment services for city -sponsored events, including performing
works of art and disc jockey services, are exempt from the provisions of the City's Procurement
Ordinance;
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, Contractor and the City agree as follows:
1. RECITALS AND INCORPORATIONS:
The Recitals are true and correct and are hereby incorporated into and made a part of this
Agreement. The following exhibits are attached hereto and are hereby incorporated into and
made a part of this Agreement:
Exhibit A — Scope of Services
Exhibit B — Project Budget
Exhibit C — Insurance Requirements
Exhibit D — Certificate of Insurance
Exhibit E — Company Resolution
Exhibit F — Sample Hold Harmless for Subcontractor
In the event of a conflict between the provisions of this Agreement or any of its exhibits, the
conflict shall be resolved in favor this Agreement then the priority order indicated above.
2. TERM
The Agreement shall become effective on the date on the first page (the "Effective Date") and
shall remain effective until thirty (30) days after the later of (i) all payment obligations have been
fulfilled or (ii) the conclusion of the Event. The City, acting by and through its City Manager, shall
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City of Miami, Honda
have the option to terminate the Agreement for convenience, that is, for no cause; or terminate
for cause due to a default.
3. SCOPE OF SERVICES:
A. Contractor agrees to provide the Services as specifically described in Exhibit "A," attached
hereto.
B. Contractor represents to the City that: (i) it possesses all qualifications, licenses, certificates,
authorizations, registrations, and expertise required for the performance of the Services,
including but not limited to full qualification to do business in Florida; (ii) it is not delinquent in
the payment of any sums due the City, any City agency or instrumentality, including payment
of accounts, debts, permits, fees, occupational licenses, etc., nor in the performance of any
obligations or payment of any monies to the City; (iii) all personnel assigned to perform the
Services are and shall be, at all times during the term hereof, fully qualified and trained to
perform the tasks assigned to each; (iv) the Services will be performed in the manner
described in subsection A above (v) each person executing this Agreement on behalf of
Contractor has been duly authorized to so execute the same and fully bind Contractor as a
party to this Agreement.
C. Contractor shall at all times provide fully qualified, competent and physically capable
employees to perform the Services under this Agreement. Contractor shall possess and
maintain any required licenses, permits and certifications to perform the Services under this
Agreement.
4. COMPENSATION:
A. Contractor, as its sole compensation for the Services provided, shall receive compensation as
specified in Exhibit "B," attached hereto. The amount of compensation payable to Contractor
will be an amount not to exceed $190,173.20 ("Fee"). Contractor acknowledges and agrees
that this Fee shall be its sole compensation related to this Agreement. Any compensation
exceeding such Fee shall not be authorized and will be deemed gratuitous work, unless
mutually agreed upon by the parties.
(i) The Fee shall be paid to Contractor in accordance with the following schedule:
(1) Fifty percent (50%) of the Fee ($95,086.60) upon contract execution; and
(2) Fifty percent (50%) of the Fee ($95,086.60) upon completion of the Services, but
in no event later than July 5, 2024.
B. Upon request, Contractor shall provide sufficient supporting documentation within five (5)
business days from said request and contain sufficient detail, to allow a proper audit of
expenditures, should the City require one to be performed. Invoices, should they be required,
shall be sufficiently detailed so as to comply with the "Florida Prompt Payment Act", §218.70.
- 218.79, Florida Statutes, and other applicable laws. No advance or future payments shall be
made at any time.
C. Contractor agrees and understands that (i) any and all subcontractors providing Services
related to this Agreement shall be paid through Contractor and not paid directly by the City,
and (ii) any and all liabilities regarding payment to subcontractors for any of the Services
related to this Agreement shall be borne solely by Contractor.
5. OWNERSHIP OF WORK PRODUCT:
All Services will be performed in accordance with this Agreement. All deliverables and work
product prepared by Contractor in connection with the performance of Services hereunder,
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City of Miami, Florida
including, without limitation, all written strategies and plans, research reports and analyses, and
other written, digital, or graphic work product, including, without limitation, all modifications,
improvements, upgrades, derivative works, and feedback related thereto and all intellectual
property rights herein ("Work Product") shall become the property of the City upon acceptance by
the City of such Work Product and payment by City of all fees and costs associated with producing
such Work Product. Notwithstanding, the City hereby grants Contractor a royalty -free, non-
transferrable, non-sublicensable, non-exclusive license to use all Work Product.
6. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION:
A. Contractor agrees to provide access to the City or to any of its duly authorized representatives,
to any books, documents, papers, and records of Contractor which are directly pertinent to
this Agreement, for the purpose of audit, examination, excerpts, and transcripts. The City may,
at reasonable times, and for a period of three (3) years following the date of final payment by
the City to Contractor under this Agreement, audit and inspect, or cause to be audited and
inspected, those books, documents, papers, and records of Contractor which are soley related
to Contractor's performance under this Agreement . Contractor agrees to maintain any and
all such books, documents, papers, and records at its principal place of business for a period
of three (3) years after final payment is made under this Agreement and all other pending
matters are closed. The audit provisions set forth 18-102 of the Code of the City of Miami,
Florida as same may be amended or supplemented, from time to time, are applicable to this
Agreement.
B. The City may, at reasonable times during the term hereof, inspect Contractor's facilities and
perform such tests, as the City deems reasonably necessary, to determine whether the goods
or services required to be provided by Contractor under this Agreement conform to the terms
hereof. Contractor shall make available to the City all reasonable facilities and assistance to
facilitate the performance of tests or inspections by City representatives. The inspection
provisions set forth 18-101 of the Code of the City of Miami, Florida as same may be amended
or supplemented, from time to time, are applicable to this Agreement.
C. All audits, tests and inspections shall be subject to, and made in accordance with, the
provisions of Sections 18-100, 18-101, and 18-102 of the Code of the City of Miami, Florida,
which apply to this Agreement, as same may be amended or supplemented, from time to time.
If such audit reveals discrepancies in excess of ten (10%) of the Fee, then Contractor shall
pay all reasonable professional audit costs incurred by the City. Access to books, documents,
papers, records, and facilities shall be provided by the Contractor at no cost to the City.
7. AWARD OF AGREEMENT:
Contractor represents and warrants to the City that it has not employed or retained any person or
company employed by the City to solicit or secure this Agreement and that it has not offered to
pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift
of any kind contingent upon or in connection with, the award of this Agreement.
8. PUBLIC RECORDS:
A. Contractor understands that the public shall have access, at all reasonable times, to all
documents and information pertaining to City agreements, subject to the provisions of Chapter
119, Florida Statutes, and agrees to allow access by the City and the public to all documents
subject to disclosure under applicable laws. Contractor's failure or refusal to comply with the
provisions of this section shall result in the immediate cancellation of this Agreement by the
City
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City of Miami, Florida
B. Contractor shall additionally comply with Section 119.0701, Florida Statutes, including without
limitation: (1) keep and maintain public records that ordinarily and necessarily would be
required by the City to perform this service; (2) if required, provide the public with access to
public records on the same terms and conditions as the City would at the cost provided by
Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records
that are exempt or confidential and exempt from disclosure are not disclosed except as
authorized by law; (4) meet all requirements for retaining public records and transfer, at no
cost, to the City all public records in its possession upon termination of this Agreement and
destroy any duplicate public records that are exempt or confidential and exempt from
disclosure requirements; and, (5) provide all electronically stored public records that must be
provided to the City in a format compatible with the City's information technology systems.
Notwithstanding the foregoing, Contractor shall be permitted to retain any public records that
make up part of its work product solely as required for archival purposes, as required by law,
or to evidence compliance with the terms of the Agreement.
C. SHOULD CONTRACTOR DETERMINE TO DISPUTE ANY PUBLIC ACCESS PROVISION
REQUIRED BY FLORIDA STATUTES, THEN CONTRACTOR SHALL DO SO AT ITS OWN
EXPENSE AND AT NO COST TO THE CITY. IF CONTRACTOR HAS QUESTIONS
REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE
CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA
EMAIL AT PUBLICRECORDS rr,MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI
OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9T" FLOOR, MIAMI, FL 33130.
THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY
OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT.
9. COMPLIANCE WITH FEDERAL. STATE AND LOCAL LAWS:
Contractor understands that agreements with local governments are subject to certain laws and
regulations, including laws pertaining to public records, conflict of interest, ethics, funding,
lobbying, record keeping, etc. the City and Contractor agree to comply with and observe all such
applicable federal, state and local laws, rules, regulations, codes and ordinances, as they may be
amended from time to time.
Contractor further agrees to include in all of Contractor's agreements with subcontractors for any
Services related to this Agreement this provision requiring subcontractors to comply with and
observe all applicable federal, state, and local laws rules, regulations, codes and ordinances, as
they may be amended from time to time.
10. INDEMNIFICATION:
A. Contractor shall indemnify, hold and save harmless, and defend (at its own cost and expense),
the City, its officers, agents, directors, departments, and/or employees, from all liabilities,
damages, losses, judgements, and costs, including, but not limited to, reasonable attorney's
fees, to the extent caused by performance of this Agreement by Contractor, Contractor's
compliance and/or noncompliance with the provisions of this Agreement, and all laws and
regulations pertaining to Contractor's services which are applicable to the Contractor,
negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of
Contractor and persons employed or utilized by Contractor in the performance of this Contract.
Contractor shall further, hold the City, its officials and employees, indemnify, save and hold
harmless for, and defend (at its own cost), the City its officials and/or employees against any
civil actions, administrative, regulatory, statutory or similar claims, injuries or damages arising
or resulting from the Services. In the event that any action, cause of action, claim, demand
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City of Miami, Florida
or proceeding (collectively "Claim(s)") is brought against the City by reason of any such
Claim(s), Contractor shall, upon written notice from the City, resist and defend such action or
proceeding by counsel reasonably satisfactory to the City Attorney. Contractor expressly
understands and agrees that any insurance protection required by this Contract or otherwise
provided by Contractor shall in no way limit the responsibility to indemnify, hold, keep and
save harmless and defend the City or its officers, employees, agents, and instrumentalities as
herein provided.
B. The indemnification provided above shall obligate Contractor to defend, at its own expense,
to and through trial, mediation, arbitration, administrative, regulatory, appellate, supplemental
or bankruptcy proceedings, or to provide for such defense, at the City's option, any and all
claims of liability and all suits and actions of every name and description which may be brought
against the City, whether performed by Contractor, or persons or entities employed or utilized
by Contractor.
C. These duties will survive the cancellation or expiration of this Agreement. This Section will be
interpreted under the laws of the State of Florida, including without limitation and
interpretation, which conforms to the limitations of Sections 725.06 and/or 725.08, Florida
Statutes, as they may be applicable, and as they may be amended. Contractor shall require
all subcontractor agreements to include a provision that each subcontractor will indemnify,
hold harmless and defend the City in substantially the same language as this Section.
Contractor agrees and recognizes that the City shall not be held liable or responsible for any
claims which may result from any actions or omissions of Contractor in which the City
participated either through review or concurrence of Contractor's actions. In reviewing,
approving or rejecting any submissions by Contractor or other acts of Contractor, the City, in
no way, assumes or shares any responsibility or liability of Contractor or subcontractor under
this Contract.
D. Ten dollars ($10) of the payments made by the City constitute separate, distinct, and
independent consideration for the granting of this indemnification, the receipt and sufficiency
of which is voluntarily and knowingly acknowledged by Contractor.
11. DEFAULT:
If either party fails to comply materially with any term or condition of this Agreement, or fails to
perform in any material way any of its obligations hereunder, and fails to cure such failure after
reasonable notice from the the non -defaulting party, setting forth the thirty (30) time period to cure,
then the defaulting party shall be in default. Both parties understand and agree that termination
of this Agreement under this section shall not release either party from any obligation accruing
prior to the effective date of termination.
12. RESOLUTION OF AGREEMENT DISPUTES:
In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the
parties agree to first attempt to resolve the dispute amicably through good faith negotiation. The
party raising the dispute shall provide written notice to the other party, detailing the nature of the
dispute. Within thirty (30) days of such notice, the parties shall meet and confer in an effort to
resolve the dispute informally. If such dispute is not resolved through good fait negotiation within
forty (40) days of the initial notice, either party may pursue any remedies available to them at law
or in equity.
13. TERMINATION; OBLIGATIONS UPON TERMINATION:
A. The City, acting by and through its City Manager, shall have the right to terminate this
Agreement, in its sole discretion, for convenience, and without penalty or any stated cause,
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City of Miami, Florida
at any time, by giving written notice to Contractor at least thirty (30) calendar days prior to the
effective date of such termination. In such event, the City shall pay to Contractor
compensation for Services rendered and reimburse Contractor for approved, non-refundable
expenses incurred prior to the effective date of termination. In no event shall the City be liable
to Contractor for any additional compensation and expenses incurred, other than that provided
herein, and in no event shall the City be liable for any consequential or incidental damages.
Contractor shall have no recourse or remedy against the City for a termination under this
subsection except for payment of fees due prior to the effective date of termination.
B. Each party shall have the right to terminate this Agreement, in its sole discretion, and without
penalty, upon the occurrence of an event of a material breach hereunder, and failure to cure
the same within thirty (30) days after written notice of default. In such event, the City shall not
be obligated to pay any amounts to Contractor for Services rendered by Contractor after the
date of termination, but the parties shall remain responsible for any payments that have
become due and owing as of the effective date of termination. In no event shall the City or
Contractor be liable to the other for any additional compensation and expenses incurred, other
than that provided herein, and in no event shall the City or Contractor be liable for any direct,
indirect, consequential or incidental damages.
14. INSURANCE:
A. Contractor shall, at all times during the term hereof, maintain such insurance coverage(s) as
may be required by the City. The insurance coverage(s) required as of the Effective Date of
this Agreement are attached hereto as Exhibit "C" and incorporated herein by this reference.
The City's agreement and title number must appear on each certificate of insurance.
Contractor shall add the City of Miami as an additional insured to its commercial general
liability, and auto liability policies, and as a named certificate holder on all policies. Contractor
shall correct any insurance certificates as requested by the City Risk Management Director.
All such insurance, including renewals, shall be subject to the approval of the City for
adequacy of protection and evidence of such coverage(s) and shall be furnished to the City
Risk Management Director on Certificates of Insurance indicating such insurance to be in
force and effect and any cancelled or non -renewed policy will be replaced with no coverage
gap and a current Certificate of Insurance will be provided. Completed Certificates of
Insurance shall be filed with the City prior to the performance of Services hereunder, provided,
however, that Contractor shall at any time upon request file duplicate copies of the Certificate
of Insurance with the City.
B. Contractor understands and agrees that any and all liabilities regarding the use of any of
Contractor's employees or any of Contractor's subcontractors for Services related to this
Agreement shall be borne solely by Contractor throughout the term of this Agreement and that
this provision shall survive the termination of this Agreement. Contractor further understands
and agrees that insurance for each employee of Contractor and each subcontractor providing
Services related to this Agreement shall be maintained in good standing.
C. The Contractor shall make reasonable efforts to ensure that all subcontractors engaged in
performing the Services under this Agreement maintain insurance coverage that complies
with all the insurance requirements set forth in this Agreement. With respect to any
subcontractor(s) providing firework Services, the specific insurance requirements for such
subcontractor(s) are detailed in Exhibit "C." Prior to the commencement of any work by a
subcontractor, the Contractor shall make reasonable efforts to obtain from each subcontractor
a Certificate of Insurance evidencing the required coverage that is satisfactory to the City
D. Contractor shall be responsible for assuring that the insurance certificates required under this
Agreement remain in full force and effect for the duration of this Agreement, including any
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City of Miami, Florida
extensions hereof. If insurance certificates are scheduled to expire during the term of this
Agreement and any extension hereof, Contractor shall be responsible for submitting new or
renewed insurance certificates to the City Risk Management Director as soon as coverages
are bound with the insurers. In the event that expired certificates are not replaced, with new
or renewed certificates which cover the term of this Agreement and any extension thereof:
(i) the City shall suspend this Agreement until such time as the new or renewed
certificate(s) are received in acceptable form by the City Risk Management Director; or
E. Compliance with the foregoing requirements shall not relieve Contractor of its liabilities and
obligations under this Agreement.
15. NONDISCRIMINATION, EQUAL EMPLOYMENT OPPORTUNITY, AND AMERICANS
WITH DISABILITIES ACT:
Neither party shall unlawfully discriminate against any person in its operations and activities or in
its use or expenditure of funds in fulfilling its obligations under this Agreement. Both parties shall
affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in
the course of performing their obligations under this Agreement, including Titles I and II of the
ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations,
guidelines, and standards. In addition, both parties shall take affirmative steps to ensure
nondiscrimination in employment against disabled persons.
The parties affirm that they shall not discriminate as to race, age, religion, color, gender, gender
identity, sexual orientation, national origin, marital status, physical or mental disability, political
affiliation, or any other factor which cannot be lawfully used in connection with its performance
under the contract. Furthermore, the parties affirm that no otherwise qualified individual shall
solely by reason of their race, age, religion, color, gender, gender identity, sexual orientation,
national origin, marital status, physical or mental disability, political affiliation, or any other factor
which cannot be lawfully used, be excluded from the participation in, be denied benefits of, or be
subjected to, discrimination under any program or activity. In connection with the conduct of its
business, including performance of services and employment of personnel, the parties shall not
discriminate against any person on the basis of race, age, religion, color, gender, gender identity,
sexual orientation, national origin, marital status, physical or mental disability, political affiliation,
or any other factor which cannot be lawfully used. All persons having appropriate qualifications
shall be afforded equal opportunity for employment.
16. ASSIGNMENT:
Contractor's services are considered unique and specialized. This Agreement shall not be
assigned, sold, transferred, pledged, or otherwise conveyed by either party, in whole or in part,
and neither party shall assign any part of its operations which are related to the performance of
this Agreement, without the prior written consent of the other party, which shall not be
unreasonably withheld, delayed, or conditioned.
17. NOTICES:
All notices or other communications required under this Agreement shall be in writing and shall
be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested,
addressed to the other party at the address indicated herein or to such other address as a party
may designate by notice given as herein provided. Notice shall be deemed given on the day on
which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual
receipt, whichever is earlier.
AS TO THE CONTRACTOR AS TO THE CITY:
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City of Miami. Florida
Loud And Live, Inc.
2301 NW 87th Avenue, 6th Floor
Miami, FL 33172
Attn: Legal Department
Art Noriega
City Manager
444 SW 2nd Avenue, 10th Floor
Miami, FL 33130
anoriegasq)miamiQov.com
WITH A COPY TO:
George K. Wysong III
City Attorney
444 SW 2nd Avenue, 9th Floor
Miami, FL 33130
gwysong@miamigov.com
18. MISCELLANEOUS PROVISIONS:
A. laws of the State of Florida. Venue in any proceedings between the parties shall be in the
state and federal courts located in Miami -Dade County, Florida. Each party shall bear its own
attorney's fees. Each party waives any defense, whether asserted by motion, memorandum,
or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover,
the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably
waive any objections to said jurisdiction. The parties freely, knowingly irrevocably waive any
rights to a jury trial in any actions or proceedings between them related to this Agreement.
B. 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.
C. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be
determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable
under the laws of the State of Florida or the City of Miami, Florida, such provision, paragraph,
sentence, word or phrase shall be deemed modified to the extent necessary in order to
conform with such laws, or if not modifiable, then the same shall be deemed severable, and
in either event, the remaining terms and provisions of this Agreement shall remain unmodified
and in full force and effect or limitation of its use.
D. Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
E. Nothing contained in this Agreement is any way intended to be a waiver of sovereign immunity
beyond the limitations as set forth in Chapter 768.28, Florida Statutes. Additionally, the
Indemnitees do not waive sovereign immunity, and no claim or award against the Indemnitees
shall include attorney's fees, investigative costs, pre -suit or adjusting costs, or pre -judgment
interest.
F. If any term or provision of this Agreement, or combination of the same, is in violation of any
applicable law or regulation, or is unenforceable or void for any reason, such term, provision
or combination of same shall be modified or reformed by the court to the minimum extent
necessary to accomplish the intention of the entire Agreement to the maximum extent
allowable, under any legal form, without violating applicable law or regulation.
Notwithstanding, the remainder of the Agreement shall remain binding upon the parties. This
Subsection shall not apply if there is a material breach of this Agreement causing cancelation
or cancellation for convenience.
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City of Miami, Florida
19. SUCCESSORS AND ASSIGNS:
This Agreement shall be binding upon the parties hereto, their heirs, executors, legal
representatives, successors, or assigns.
20. INDEPENDENT CONTRACTORS:
Contractor has been procured and is being engaged to provide Services to the City as an
independent contractor, and not as an agent or employee of the City. Accordingly, neither
Contractor, nor its employees, nor any subcontractor hired by Contractor to provide any Services
under this Agreement shall attain, nor be entitled to, any rights or benefits under the Civil Service
or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified
employees. Contractor further understands that Florida Workers' Compensation benefits
available to employees of the City are not available to Contractor, its employees, or any
subcontractor hired by Contractor to provide any Services hereunder, and Contractor agrees to
provide or to require subcontractor(s) to provide, as applicable, workers' compensation insurance
for any employee or agent of Contractor rendering Services to the City under this Agreement.
Contractor further understands and agrees that Contractor's or subcontractors' use or entry upon
City properties shall not in any way change its or their status as an independent contractor.
21. CONTINGENCY CLAUSE:
Funding for this Agreement is contingent on the availability of funds and continued authorization
for program activities and the Agreement is subject to amendment or termination due to lack of
funds, reduction of funds, failure to allocate or appropriate funds, and/or change in applicable
laws or regulations, upon thirty (30) days written notice.
22. FORCE MAJEURE:
A "Force Majeure Event" shall mean an act of God, act of governmental body or military
authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters,
epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or
embargo. In the event that either party is delayed in the performance of any act or obligation
pursuant to or required by the Agreement by reason of a Force Majeure Event, the time for
required completion of such act or obligation shall be extended by the number of days equal
to the total number of days, if any, that such party is actually delayed by such Force Majeure
Event. The party seeking delay in performance shall give notice to the other party specifying
the anticipated duration of the delay, and if such delay shall extend beyond the duration
specified in such notice, additional notice shall be repeated no less than monthly so long as
such delay due to a Force Majeure Event continues. Any party seeking delay in performance
due to a Force Majeure Event shall use its best efforts to rectify any condition causing such
delay and shall cooperate with the other party to overcome any delay that has resulted.
23. USE OF NAME:
Contractor understands and agrees that the City is not engaged in research for advertising, sales
promotion, or other publicity purposes. Contractor is allowed, within the limited scope of normal
and customary marketing and promotion of its work, to use the general results of this project and
the name of the City. Subject to Florida Public Records law, each party agrees to protect any
confidential information provided by the other party and will not release information of a specific
nature without prior written consent of the other party.
24. NO CONFLICT OF INTEREST:
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City of Miami, Florida
Pursuant to the City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts
of interest, Contractor hereby certifies to the City that no individual member of Contractor, no
employee, and no subcontractor under this Agreement nor any immediate family member of any
of the same is also city employee or a member of any board, commission, or agency of the City.
Contractor hereby represents and warrants to the City that throughout the term of this Agreement,
Contractor, its employees, and its subcontractors will abide by this prohibition of the City Code.
Contractor agrees during the term of this Agreement not to serve as a paid expert witness, affiant
or otherwise furnish evidence adverse to the City in a Claim brought against the City by any third
party.
25. NO THIRD -PARTY BENEFICIARY:
No persons other than Contractor and the City (and their successors and assigns) shall have any
rights whatsoever under this Agreement.
26. SURVIVAL:
All obligations (including but not limited to indemnity and obligations to defend and hold harmless)
and rights of any party arising during or attributable to the period prior to expiration or earlier
termination of this Agreement shall survive such expiration or earlier termination.
27. COUNTERPARTS. ELECTRONIC SIGNATURES:
This Agreement may be executed in three (3) or more counterparts, each of which shall constitute
an original, but all of which, when taken together, shall constitute one and the same agreement.
This Agreement may be executed in counterparts, each of which shall be an original as against
either party whose signature appears thereon, but all of which taken together shall constitute but
one and the same instrument. An executed facsimile or electronic scanned copy of this
Agreement shall have the same force and effect as an original. The parties shall be entitled to
sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF or other
email transmission), which signature shall be binding on the party whose name is contained
therein. Any party providing an electronic signature agrees to promptly execute and deliver to the
other parties an original signed Agreement upon request.
28. ENTIRE AGREEMENT:
This Agreement constitutes the sole and entire Agreement between the parties hereto. Any prior
agreements, promises, negotiations, or representations not expressly set forth in this Agreement
are of no force or effect. No modification or amendment hereto shall be valid unless in writing and
executed by properly authorized representatives of the parties hereto. Except as otherwise set
forth herein, the City Manager shall have the sole authority to extend, amend, or modify this
Agreement on behalf of the City. All changes and/or modifications to this Agreement shall be
approved in advance and in writing by the Office of the City Attorney as to legal form and
correctness, and executed in writing by the City and Contractor.
29. E-VERIFY:
By entering into this Agreement, the Contractor and its subcontractors are jointly and severally
obligated to comply with the provisions of Section 448.095, Florida Statutes, as amended, titled
"Employment Eligibility." The Contractor affirms that (a) it has registered and uses the U.S.
Department of Homeland Security's E-Verify system to verify the work authorization status of
10
City of Miami, Florida
all new employees of the Contractors; (b) it has required all subcontractors to this Agreement
to register and use the E-Verify system to verify the work authorization status of all new
employees of the subconsultant; (c) it has an affidavit from all subcontractors to this Agreement
attesting that the subconsultant does not employ, contract with, or subcontract with,
unauthorized aliens; and (d) it shall maintain copies of any such affidavits for the duration of the
Agreement. Registration information is available at: http://www.uscis.gov/e-verify. If City has
a good faith belief that Contractor has knowingly violated Section 448.09(1), Florida Statutes,
then City shall terminate this Agreement in accordance with Section 448.095(5)(c), Florida
Statutes. In the event of such termination, the Contractor agrees and acknowledges that it may
not be awarded a public contract for at least one (1) year from the date of such termination and
that Contractor shall be liable for any additional costs incurred by the City because of such
termination. In addition, if City has a good faith belief that a subcontractor has knowingly
violated any provisions of Sections 448.09(1) or 448.095, Florida Statutes, but Contractor has
otherwise complied with its requirements under those statutes, then Contractor agrees that it
shall terminate its contract with the subcontractor upon receipt of notice from the City of such
violation by subcontractor in accordance with Section 448.095(5)(c), Florida Statutes. Any
challenge to termination under this provision must be filed in the Circuit or County Court by the
City, Contractor, or subcontractor no later than twenty (20) calendar days after the date of
Agreement termination.
11
City of Miami, Florida
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
by their respective officials thereunto duly authorized, this the day and year above written.
ATTEST:
NAME: i es-S1 C C.I Tn Om p, on
TITLE: Sr. Executive Assistant
(Corporate Seal)
ATTEST:
BY:
Todd B. Hannon
City Clerk
Notary Public State of Florida
Jessica Lynn Thompson
My Commission NH 33274$
Expires 11I16/202
DocuSigned by:
d
E46D7560DCF1459
"Contractor"
LOUD AND LIVE, INC., A FLORIDA PROFIT
CORPORATION
Tbgk
BY:
NAME: Ricardo Rebell
TITLE: CFO
"City"
DocuSignedV;ig CITY OF MIAMI, A MUNICIPAL
CORPORATION OF THE STATE OF FLORIDA
,—DocuSigned by:
Qv16v (bvic �a
BY: 850CF6C372DD42A...
Arthur Noriega
City Manager
APPROVED AS TO LEGAL FORM AND APPROVED AS TO- INSURANCE
CORRECTNESS: REQUIREMENTS:
—DocuSigned by:
BY:�, 6 c 4aawi1Sbt (( (
George K. Wysong III
City Attorney
TMF 24-1516
12
BY:
Ann -Marie Sharpe
Director of Risk Management
City of Miami, Florida
EXHIBIT A
SCOPE OF SERVICES
13
F JULY AT CURTIS PARK
ND LIVE
What You'll See
• The Ask
• Run of Show
• The Experience
• Kids Zone/Adult Zone
• Entertainment
• Budget Considerations
• Next Steps
ND LIVE
THE ASK
ND LIVE
E ASK
And Live was tasked with developing a spectacular Independence Day celebration
•tis Park for the first time. As an integral part of the community, we recognize the
•tance of commemorating this significant national holiday and fostering a sense of
and pride among residents.
vent aims to deliver an unforgettable experience for attendees while upholding
)irit of patriotism and celebration. Creating an inclusive, family -friendly
>nment that honors the rich history and values of our nation.
vision a day filled with fun, entertainment, and opportunities for community
ement, culminating in a spectacular fireworks display that illuminates the night
Id symbolizes the spirit of freedom and independence.
ND LIVE
N OF SHOW
:ion: Curtis Park
:30 PM Open Doors
• Swag/props distribution
• Kids ad Adults Zones Open
:30 PM DJ set
:00 PM Host welcomes guests
:30 PM Opportunity to integrate a local dance studio act
:00 PM Performance
:30 PM
:30 PM Fire works
0:00 PM Event ends
ND LIVE
THE EXPERIENCE
ND LIVE
EXPERIENCE
Event Entrance
Guests will be greeted by our brand
ambassadors, offering 4th of July swag
and a vibrant balloon arch, perfect for
capturing lasting memories.
Introduction by Host:
A charismatic host will guide
attendees through the event
program, adding flair and energy to
the event.
Entertainment
Dive into a lively atmosphere filled
with the beats of a DJ and an invited
band, adding an extra layer of
festivity to the event experience.
Activations
Specially curated Kids Zone, where
young adventurers can explore,
create and play, meanwhile adults
can indulge in a dedicated recreation
area
Fireworks Display:
Conclude the event with a
breathtaking fireworks display,
lightning up the night sky and
symbolizing the excitement for
Independence Day.
ND LIVE
ZONE
Du little ones' imaginations soar with
xciting array of activities.
ace Painting
iflatables
:onnect Four
:ids Canvas Painting Station
,alloon Makers
:oloring Wall 12 ft x 6 ft
ND LIVE
LTS RECREATION ZONE
r the adults seeking some leisurely fun, head over to our
creation Zone!
Cornhole Games
Giant Jenga
Giant Beer Pong
Domino tables
VFW 16,11111
+•Iss.
s sss
.4
ii s 4 +
0-
ND LIVE
D TRUCKS
rariety of food trucks will be available for families to enjoy
ring the celebration.
Loud And Live will support client to secure food trucks
ND LIVE
ERTAINMENT
RTIST CONSIDERATION)
CELIA CRUZ ALL STARS
ORO SOLIDO
ND LIVE
ERTAINMENT
RTIST CONSIDERATION)
PALO!
MOTIFF
CHRISTIAN ALICEA
SPAM ALL STARS
ND LIVE
ERTAINMENT
RY ARTIST CONSIDERATION)
ORLANDO MENDEZ
NEON UNION
ND LIVE
VAGS (PROPS)
ND LIVE
BUDGET
ND LIVE
JDGET CONSIDERATIONS
ation will be handled by client
trailers, Permits and Police to be secured by client
ESTIMATED PROGRAM BUDGET
VENUE
Venue Fee
7/03- Load In /set up
7/04 Event Day- Load out
Pem& to be secured by dint
PERFORMANCE
Artist Fee/Band, DJ, Event Host
PRODUCTION
Full Production Buildout, inclusive of: Stage Lighting, Stage,
Video, Audio, Audio Console, Wireless Mics, Video LED
wall, Backline, Barricades, Production Managers.
Fireworks(10 min )
STAFFING
Photographer / Videographer
Runners - Overnight Security
Cleaning Crew- Check-ln, Staff
'Eventsearniy/polree to be provided by client
FURNITURE. DECOR AND BRANDING
Furniture Rentals (VIP Lounge areas, tents, picnic tables)
Branding, Decor- Branded Photo op Area
Kids Zone: Inflatable, Face Painting, Kids Canvas Painting
Station, Balloon Twist, Connect Four Game, Coloring Wall
12ftx6ft
Adults Zone: Giant beer gong, Cornhole game, Jenga game,
Domino tables.
4th of July Premiums/Swag for attendees
13,585.00
5
99,407.20
11,075,00
27,841.00
MISCELLANEOUS
VIP Lounge Wristbands
Supplies- Special Event Insurance
Truck Rental - Contingency
3,265.00
TOTAL ACTIVATION COMPONENTS
155,173.20
LOUD AND LIVE MANAGEMENT FEE
Fee Inclusive of: Concepting, Planning, Creative, Production
Buildout, Talent Management, Venue Coordination, Event
Production and Activation
$
35,000.00
TOTAL BUDGET
190,173.20
ND LIVE
FEEDBACK
+ NEXT STEPS
• Client to provide feedback on event plan & Budget
• Loud And Live to start production of event execution plan
• Program Kick-off
I
ND LIVE
This "Proposal" is proprietary to Loud And Live, Inc., its affiliates & subsidiaries ("Loud And Live"). Loud And Live reserves all rights in such
Proposal. Loud And Live and the "Recipient" of the Proposal may be referred to herein as "Party" and collectively as "Parties". Accordingly,
Recipient agrees to protect the confidentiality of all information contained in this Proposal, except as may be required by any applicable
law, government order, or regulation, or by order or decree of any court of competent jurisdiction. Recipient shall not, without prior
written consent of Loud And Live, publicly divulge, announce, or in any manner disclose to any unrelated third -party, any information or
matters revealed herein, or any of the specific terms and conditions of this Proposal, and each Party shall do all such things as are
reasonably necessary to prevent any such information from becoming known to any third -party. Unless otherwise explicitly approved in
writing by Loud And Live, Recipient has no right to utilize any of the concepts in this Proposal. In the event that Recipient does utilize any
of the concepts set forth in this Proposal without the express written consent of Loud And Live, Loud And Live reserves the right to pursue
all rights and remedies that are available to it at law and in equity.
Loud And Live and Recipient understand that there will be additional details, including but not limited to legal and financial details, which
will require further negotiation and discussion between the Parties. It is understood that Loud And Live will not be obligated to Recipient
or any other entity until a written agreement approved by Loud And Live, has been executed by both Parties.
City of Miami, Florida
EXHIBIT B
PROJECT BUDGET
ESTIMATED PROGRAM BUDGET
'VENUE
^we Fee
:3- Load an/setup
.7 C4 Event Day- Load cut
'Ponds to be secured by client
• Bathroom traaers to be provided by client
$
PERFORMANCE
Mist Fee/Band, DJ Event Haat
13,565.00
PRODUCTION
Full Production &about, irrckrsive at Stage Lighting, Stage. Video, Audio,
Audio Console, Wireless Mics, Video LED wal, Backbit', Barricades,
Production Managers.
Freworks(10 mm )
99,407.20
STAFFING
Photographer / Video -rapper
Runners - Overnight Security
Cleaning Crew- Check -In, Staff
'Event security/pace to be ' vraeid by ck errt
11.075.C.:
FURNITURE- DECOR AND BRANDING
Furniture Rentals (VIP Lounge areas, tents, picnic tables)
Branding, Decor- Branded Photo op Area
Kids Zone: Inflatable, Face Painting. Kids Canvas Par+tr►g Station,
Balloon Twist, Connect Four Game, Coloring Wal 12ft x 6 fi
Adults Zone: Giant beer pang, Comb* game. Jenga game. Dome*
tables.
4th of July Premiums, Swag for attendees
3
27,841.0:
MISCELLANEOUS
VIP Lounge Wristbands
Suppies- Special Event Insurance
C Truck Rental - C. r
$
3,265.00
TOTAL ACTIVATION COMPONENTS
155,173.20
LOUD AND LIVE MANAGEMENT FEE
$
35, 000.00
Fee inclusive of: Conceptirig, Planning, Creative, Production Buidait,
Talent Management, Venue Coordination, Event Production and Activation
TOTAL BUDGET
190.173.20
14
City of Miami, Florida
EXHIBIT C
INSURANCE REQUIREMENTS FOR LOUD AND LIVE AND PYROTECHNICS
CONTRACTOR
Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Personal and Adv. Injury $ 1,000,000
Products/Completed Operations $ 1,000,000
B. Endorsements Required
City of Miami listed as additional insured
Contingent & Contractual Liability
Premises and Operations Liability
Primary Insurance Clause Endorsement
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Owned/Scheduled Autos
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000
15
City of Miami, Florida
B. Endorsements Required
City of Miami listed as an additional insured
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
Company Employees Only -
Employer's Liability
A. Limits of Liability
$1,000,000 for bodily injury caused by an accident, each accident
$1,000,000 for bodily injury caused by disease, each employee
$1,000,000 for bodily injury caused by disease, policy limit
IV. Umbrella Liability
Each Occurrence $4,000,000
General Aggregate Limit $4,000,000
City of Miami listed as additional insured. Coverage is excess over the general
liability, auto and liquor policies.
V. Liquor Liability
Each Common Cause
Policy Aggregate
$1,000,000
$2,000,000
City of Miami listed as additional insured.
16
City of Miami, Florida
The above policies shall provide the City of Miami with written notice of cancellation or
material change from the insurer in accordance to policy provisions.
Companies authorized to do business in the State of Florida, with the following qualifications,
shall issue all insurance policies required above:
The company must be rated no less than "A-" as to management, and no less than
"Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide,
published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies
and /or certificates of insurance are subject to review and verification by Risk
Management prior to insurance approval.
17
City of Miami, Florida
EXHIBIT D
CERTIFICATE OF INSURANCE
City of Miami, Florida
EXHIBIT E
COMPANY RESOLUTION
WHEREAS, Loud And Live. Inc. ("Company") desires to enter into an agreement with the City of
Company's Legal Name
Miami substantially in the form of the agreement to which this Resolution is attached (the "Agreement");
and
WHEREAS, the Board of Directors or Managing Members as applicable ("Governing Body') at a
duly held meeting has considered the matter in accordance with the company's by-laws;
NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY that the Company
intends to enter into the Agreement with the City of Miami and be bound by its terms and the
4 Lav a° De cn
("Authorized Person") as
of the
Name of Authorized Person Title ofAuthorked Person
Company is hereby authorized and directed to execute the Agreement in the name of this Company and to
execute any other documents and perform any acts in connection therewith as may be required to
accomplish its purpose.
IN WITNESS WHEREOF, this I ' day of Su Y\ e,
Day
BY: 1 �^
Witness Signature
\J,ssi cc' Thompson
Witness Name
19
BY:
Month
202Z-1.
Veer
1 Notary Public State of Florida
1 Jessica Lynn Thompson
4 ; r: My Commission MM 332745
Expires 11/16/2026
Afftr Corporate Seal if applicabk
City of Miami, Florida
EXHIBIT F
SAMPLE HOLD HARMLESS FOR SUBCONTRACTOR
HOLD HARMLESS AND INDEMNIFICATION AGREEMENT
THIS HOLD HARMLESS AND INDEMNIFICATION AGREEMENT (hereinafter the "Agreement") made
and entered into as of June 13, 2024 (the "Effective Date"), by and between the service provider, as named on the
signature page of this Agreement (the "Service Provider") in favor of Loud And Live, Inc. (the "Contractor") and
the City of Miami (the "City").
WHEREAS, the City is the operator of the 4th of July Event taking place on July 4, 2024, in Miami, FL (the
"Event"), at Curtis Park, 1901 NW 24thAvenue, Miami, FL 33125 (the "Property"), owned by the City.
WHEREAS, the City has engaged the services of the Contractor to provide certain ideation, planning, and
execution in connection with the Event organized by the City;
WHEREAS, Contractor has engaged the services of Service Provider to provide pyrotechnic services at the
Event, and Service Provider has agreed to comply with all terms and conditions related thereto (the "Event Terms");
and
NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged,
the Service Provider does hereby agree with Contractor as follows:
1. The foregoing recitals are true and correct and made a part hereof and Service Provider hereby
acknowledges that the execution of this Agreement by Service Provider is a necessary and reasonable condition
to the Contractor's approval of Service Provider's participation in the Event.
2. Consideration. The Service Provider agrees that the consideration for this Agreement, including the
indemnification, hold harmless, and insurance obligations herein, is the compensation provided in a separate
agreement between the Service Provider and Contractor, attached hereto and incorporated as Exhibit "A," of
which a separate amount of $10.00 has been specifically set aside for the obligations under this Agreement.
3. Risk of Loss: Service Provider acknowledges that it is proceeding at its own risk and acknowledges
that Service Provider will not bring any cause of action arising or accruing in connection with the Event.
Additionally, Service Provider understands and agrees that Contractor nor the City shall not be liable for any loss,
injury or damage to any personal property or equipment brought into the Property by Service Provider or by
anyone whomsoever, during the time that the Property is under the control of or occupied by the Service Provider
or by Service Provider's equipment or other personal property.
4. Insurance: Service Provider shall obtain and maintain throughout the Event, the types and amounts
of insurance coverage set forth in Exhibit C2, attached hereto and made a part hereof, protecting the Contractor
and the City, against all claims for personal injury, bodily injury, property damage, and regulatory actions by
governmental agencies arising out of or related to the activities undertaken by the Service Provider during the
Event and upon the Property and naming the Contractor and the City as an additional insured. Service Provider
must provide certificates of insurance evidencing the required coverages prior to initiating any work for the Event.
All policies and/ or certificates of insurance are subject to review and verification by Contractor and City prior
to insurance approval. Contractor reserves the right to make reasonable changes in the types and amounts of
insurance coverage as necessary and shall revise Exhibit C2 accordingly.
5. Indemnification:
a) Service Provider shall indemnify, defend, hold harmless, and forever release and discharge
the Contractor and the City, and all of their respective parents, subsidiaries, affiliated entities,
officials, employees, agents and personnel (the "Indemnitees") from and against any and all
liability arising out of any claims, damages, or losses related to, or in connection with, the
Event, including without limitation the costs of any suits, damages, attorney fees, or
judgments awarded against any Indemnitees in any litigation, and all other costs, fees, and
expenses incurred by or imposed upon any Indemnitees in connection therewith, including
trial and appeals therefrom.
b) Service Provider hereby voluntarily and knowingly waives any and all claims against the
Indemnitees for personal injury or property damage sustained by the Service Provider, its
agents, employees, contractors, sub -contractors or consultants arising out of or related to the
activities undertaken by the Service Provider, its agents, employees, contractors,
subcontractors, or consultants upon the Property or in connection with the Event and releases
the Indemnitees for any claims in connection therewith. Service Provider acknowledges that
as lawful consideration for being granted the right to utilize and occupy the Property and
participate in the Event, Service Provider, on behalf of itself, its agents, invitees and
employees, does hereby release from any legal liability, the Indemnitees from any and all
claims for injury, death or property damage resulting from Service Providers use of the
Property or participation in the Event. This indemnification shall survive the termination or
expiration of this Agreement.
6. Acknowledgement of Contractor -City Agreement: The Service Provider acknowledges the
existence of the agreement between the Contractor and the City, a copy of which is attached hereto as Exhibit
"B." The Service Provider agrees to comply with all relevant terms and conditions of said agreement in the
performance of its obligations with respect to this Agreement and its agreement with the Contractor.
7. It is expressly understood and agreed that this instrument shall be binding upon Service Provider,
and also upon the heirs, successors in interest, and assigns of Service Provider.
8. In no event shall the rights herein granted serve to or for the benefit of any third party. No individual
or entity that is not a signatory to this Agreement (other than successors and permitted assigns of the signatories
of this Agreement or the License) shall have any rights or privileges under or arising out of this Agreement, nor
shall any person or entity that is not a signatory to this Agreement otherwise be deemed a third -party beneficiary
of this Agreement.
9. This Agreement may be executed in one or more counterparts, each of which will treated as an
original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the
same instrument. The exchange of copies of this Amendment and of signature pages by facsimile transmission or
by electronic mail in PDF format will constitute effective execution and delivery of this Amendment as to the
parties and may be used in lieu of the original instrument for all purposes. Signatures of the patties & transmitted
by facsimile or by electronic mail in PDF format will be treated as their original signature for al purposes. This
Agreement may also be executed by use of electronic signatures as determined by the Florida Electronic Signature
Act or other applicable laws.
10. Any notice, request, demand, approval, or consent given or required to be given under this
Agreement shall be in writing and shall be deemed as having been given when mailed by United States registered
or certified mail (return receipt requested), postage prepaid, to the addresses set forth on the signature page of
this Agreement (or to such other address that the receiving party may designate from time to time in accordance
with this section).
11. Nothing herein is intended to be construed as a waiver of the City's sovereign immunity beyond the
limitations set forth in Florida Statutes Section 768.28.
[signature page follows]
IN WITNESS WHEREOF the parties have caused this Agreement to be executed by their respective authorized
representatives as of the date set forth below.
CONTRACTOR:
Loud And Live, Inc.
Signed:
Name:
Title:
Email: legal@loudlive.com
Address: 2301 NW 87th Ave., 6th Floor, Miami, FL
33172
SERVICE PROVIDER:
[SERVICE PROVIDER NAME]
Signed:
Name:
Title:
Email:
Address:
EXHIBIT A
CONTRACT BETWEEN CONTRACTOR AND SERVICE PROVIDER
[To be inserted]
LOUD AND LIVE
SERVICE AGREEMENT
This Service Agreement (this "Agreement") is made as of the date set forth on the signature page of this Agreement by
and between the Loud And Live, Inc. ("Company") and the provider of services ("Provider"), each as named on the
signature page of this Agreement. In consideration of the mutual promises made herein, the parties agree as follows:
1. Services. Subject to all of the terms and conditions of this Agreement, Company hereby engages Provider to provide
and perform the services and/or product specified and defined in Exhibit A (the "Services"), and Provider hereby
accepts such engagement. Exhibit A constitutes an integral part of this Agreement. In the event Company wishes to
engage Provider to provide and perform additional services beyond those specified in Exhibit A, the parties will enter
into a separate statement of work ("SOW") regarding such additional services, and each such SOW, upon execution
by both of the parties, will be deemed to constitute an integral part of this Agreement. Services hereunder shall be
rendered for the benefit of any affiliate of the Company if requested by Company. Any additional services
contemplated by any SOW shall be deemed Services hereunder.
2. Compensation and Payment. In consideration of Provider's performance of the Services in accordance with the
terms of this Agreement, Company shall compensate Provider in such amount(s) and at such time(s) as specified in
Exhibit A and/or any applicable SOW. Subject to the terms and conditions hereof, Provider agrees that all undisputed
amounts hereunder shall be payable via wire transfer or Automated Clearing House ("ACH") no later than thirty (30)
calendar days after Company's receipt of an undisputed invoice therefor. Provider may contact
accounts.payable@loudlive.com with questions pertaining to payment.
3. Taxes. All payments under this Agreement are exclusive of taxes; and each party is solely responsible for complying
with and paying all of their respective applicable taxes, duties, government charges, value added taxes ("VAT"), and
any other statutory levies, dues, and fees not listed herein. In the event that remittance to tax or government authorities
is required (including VAT) by any party, then such party shall withhold those amounts and remit such taxes and
shall pay to the other party the remaining net amount after the taxes have been withheld. All parties must fully
cooperate with each other by furnishing all relevant documentation and information in order to comply with tax
authorities and regulations and to properly effect payment.
4. Compliance with Laws. Provider will comply with all applicable federal, state, municipal and local laws, rules,
ordinances, executive orders, regulations and requirements, including, but not limited to, anti -corruption and anti -
bribery laws, sponsorship identification and immigration, equal employment opportunity and non-discrimination, the
payment of required corporate and employment taxes, and providing employees with benefits such as required paid
time off, access to insurance pursuant to the Affordable Care Act where applicable under section 4980H of the Internal
Revenue Code, workers' compensation insurance and unemployment insurance. Provider will be responsible for
obtaining, at its own cost, any and all necessary governmental authorizations, licenses, approvals and permits that
may be required by its provision of any of the Services hereunder. Provider will not do, or authorize or permit to be
done, anything in violation of such laws, rules, ordinances, executive orders, regulations, or requirements. Provider
agrees that it will not discriminate against its employees or applicants on the basis of race, color, gender, gender
identity or expression, sexual orientation, age, pregnancy, religion, national origin, disability or medical condition,
veteran or marital status, or any other characteristic protected by law.
5. Reputation. If Provider or any of its employees, subcontractors, agents or representatives commits any act or
becomes involved in any situation or occurrence that brings Company into public disrepute, contempt, scandal or
ridicule, or that tends to shock, insult or offend the community or that reflects unfavorably upon the reputation of
Company, Company will have the right to terminate this Agreement immediately upon written notice to Provider,
without any further liability or obligation to Provider hereunder.
6. Confidentiality; Non -Disclosure. Provider acknowledges that, in connection with the performance of the Services,
Provider may have access to and become acquainted with various trade secrets, inventions, innovations, processes,
information, records and specifications owned or licensed by the Company, and/or its affiliates and subsidiaries
and/or used by the Company, its affiliates and subsidiaries in connection with the operation of its business including,
without limitation, the Company's business and product processes, methods, customer lists, participant lists,
volunteer lists, sponsor lists and contributions, accounts, procedures, files, documents, blueprints, information, letters,
notes, media lists, original artwork, other creative materials, notebooks, and similar items which directly or indirectly
relate to the Company's business (collectively, "Confidential Information"). Provider agrees that Provider will not
disclose any Confidential Information, directly or indirectly, or use any Confidential Information in any manner,
either during the performance of the Services or at any time thereafter, except as may be required in connection with
the Services, without the prior written consent of the Company, which consent may be withheld by the Company in
its sole and absolute discretion. All Confidential Information, whether prepared by Provider in connection with the
Services or otherwise, coming into Provider's possession, shall remain the exclusive property of the Company.
Provider shall not retain any copies of Confidential Information without the prior written consent of the Company,
which consent may be withheld by the Company in its sole and absolute discretion. Upon the completion of the
Services, expiration or termination of this Agreement, or whenever requested by the Company, Provider shall
immediately deliver to the Company all Confidential Information in Provider's possession or under Provider's
control. The Provider further agrees that Provider will not disclose any of the terms and conditions set forth herein to
any person without the prior written consent of the Company, which consent may be withheld by the Company in its
sole and absolute discretion. The provisions of this Section shall survive the expiration or earlier termination of this
Agreement.
7. Company Marks and Logos. Provider acknowledges and agrees that Provider has no right, title, or interest in, and
shall not by virtue of its rendering of the Services acquire any right, title, or interest to, any trade names, marks, logos,
or any other intellectual property belonging to the Company.
8. Work Product. All deliverables and work product prepared by Provider in connection with the performance of
Services hereunder, including, without limitation, all written strategies and plans, research reports and analyses and
other written, digital or graphic work product, text, audio, video, signs, photographs, images and marketing materials,
as well as all plans, concepts, ideas, materials, and similar work products, including, without limitation posters,
programs, tapes, scripts and designs for merchandise, in both tangible and intangible form, created or presented by
Provider in connection with the delivery of the Services, including, without limitation, all modifications,
improvements, upgrades, derivative works, and feedback related thereto and all intellectual property rights therein,
("Work Product"), shall become the property of Company upon acceptance by Company of such Work Product and
payment by Company of all fees and costs associated with producing such Work Product. To the extent that any
Work Product is a work protected by copyright, the parties hereby expressly agree by this written instrument, signed
below by the parties, that all such Work Product prepared by the Provider shall be considered Works Made For Hire
for Company, as defined by Title 17 of the United States Code. In the event that it should be determined that any
Work Product does not qualify as a Work Made For Hire, Provider hereby irrevocably assigns and transfers to
Company its entire right, title, and interest in and to such Work Product. Provider will sign, upon request, any
documents needed to confirm that any specific Work Product is a Work Made For Hire and/or to effectuate the
assignment of its rights, as contemplated herein, to Company. The provisions of this Section shall survive the
expiration or earlier termination of this Agreement.
9. Representations, Warranties and Covenants. Provider represents, warrants and covenants, on its own behalf and
on behalf of its employees, subcontractors and other representatives, that: (a) Provider is not under any pre-existing
obligation in conflict or in any way inconsistent with the provisions of this Agreement, and possesses all necessary
rights and permissions, to enter into this Agreement, perform the Services and to grant the rights herein granted; (b)
Provider's performance of all the terms of this Agreement will not breach any agreement of Provider or to which
Provider is a party, including any confidentiality or exclusivity provision; (c) the Work Product will not infringe or
misappropriate any copyrights, trademarks, trade secrets, trade dress, patents, moral rights or other intellectual
property or proprietary rights, including, without limitation, any individual's right of privacy or publicity; (d) Provider
has the right to disclose and/or use all ideas, processes, techniques and other information, if any, which Provider has
gained from third parties, and which Provider discloses to the Company or uses in the course of performance of this
Agreement, without liability to such third parties; (e) Provider and its employees, subcontractors and other
representatives shall diligently perform the Services in a professional manner, exercising due professional care and
competence, in accordance with the highest industry standards; (f) Provider and its employees, subcontractors and
other representatives are duly licensed (as applicable) and have the qualifications, the experience and the ability to
properly perform the Services; (g) Provider shall be responsible for the conduct of Provider's employees,
subcontractors and other representatives and shall ensure they abide by his Agreement; and (h) the person signing
this Agreement on behalf of the Provider is an authorized signatory of the Provider and has the power and authority
to bind the Provider and its employees, subcontractors and other representatives to the terms and conditions set forth
herein. The Services (including any applicable deliverables) shall be provided to the satisfaction of the Company. For
the avoidance of doubt, Provider shall be fully responsible for all of its employees, subcontractors and other
representatives' travel, equipment, transportation, gas, mileage, hotel accommodation and incidental expenses, its
taxes in connection with payment hereunder, any worker's compensation coverage or other remedies for any physical
or other injury, disability, death, impairment or loss of wages or profits, including, without limitation, any of the
foregoing arising out of the Services, and for obtaining all appropriate licenses and equipment in connection with the
Services. Provider shall make no claim against the Company for any such coverage, benefit, remedy, or damages and
shall indemnify the Company from any such claims against the Company from any person or entity, including,
without limitation, Provider's employees, subcontractors, or other representatives. Provider shall take such
precautions as are appropriate to avoid any unreasonable risk of injury to attendees or other participants in connection
with the Services.
10. Image and Likeness; Video and Photographic Release. Provider acknowledges and agrees that in the process of
rendering the Services, Provider and its employees, subcontractors and other representatives may be photographed,
videoed, or similarly recorded while at Company events or other activities of the Company. Provider hereby grants
and conveys to the Company all right, title, and interests in any and all photographs, images, video, or audio
recordings of Provider, Provider's employees, subcontractors and any other representatives of Provider and their
respective likeness created by the Company or any Company representatives in connection with any events or
activities of the Company. Moreover, Provider hereby irrevocably consents to and grants the Company and/or anyone
authorized by the Company, the exclusive right to use of any and all (a) photographs, (b) audio recordings and/or (c)
video recordings containing the image or likeness of Provider, Provider's employees, subcontractors, and any other
representatives of Provider, for any lawful purpose whatsoever in connection with the Company's business. Provider
shall indemnify and hold harmless the Company from any and all claims of any person or entity, including, without
limitation, Provider's employees, subcontractors, or other representatives related to or in connection with any of the
foregoing. The provisions of this Section shall survive the expiration or earlier termination of this Agreement.
11. Non -Solicitation. Upon completion of the Services and for a period of one (1) year thereafter, Provider shall not,
directly or indirectly, solicit, attempt to employ or enter into any contractual arrangement with (a) any officer,
director, manager, employee or other representative of the Company or its affiliates, or (b) any former officer,
director, manager, employee or other representative of the Company or its affiliates, unless, in the case of (b), such
person has not been employed by the Company or its affiliates for a period of more than twelve (12) months. The
provisions of this Section shall survive the expiration or earlier termination of this Agreement.
12. Indemnification. To the fullest extent permitted by law, each party, on its own behalf and on behalf of its employees,
contractors and other representatives (collectively, the "Indemnifying Party"), covenants and agrees that it shall
indemnify, protect, defend and hold harmless the other party and its parents, subsidiaries and affiliated entities, and
each of their respective successors and assigns, and each of their respective officers, directors, agents, employees,
shareholders, partners, members, representatives and affiliates (each, an "Indemnified Party" and collectively, the
"Indemnified Parties"), from and against any and all claims, liabilities, losses, obligations, judgments, demands,
causes of action, damages, costs or expenses, including reasonable attorneys' fees, suffered, paid or incurred by any
of them (whether relating to claims between the parties or by third parties) (each, a "Claim"), resulting from or arising
out of: (a) any violation of any applicable law, rule or ordinance, whether occasioned by inadvertence, negligence or
willful act of the Indemnifying Party; (b) any accident, incident or occurrence in any way connected to the provision
of the Services, which is or was caused by the Indemnifying Party; (c) any act of negligence, gross negligence or
willful misconduct by the Indemnifying Party; and (d) any breach or alleged breach by the Indemnifying Party of any
provision, warranty, representation, covenant, agreement or certification made or entered into herein, including,
without limitation, any provision, warranty, representation, covenant, agreement or certification made by such party
on behalf of its employees, subcontractors or other representatives. The provisions of this Indemnification section
shall survive the performance of the Services. The provisions of this Section shall survive the expiration or earlier
termination of this Agreement.
13. Governing Law; Dispute Resolution. This Agreement and all other agreements between the Company and the
Provider related to the Services (including, without limitation, any SOWs) shall be governed by and interpreted in
accordance with the laws of the State of Florida. If any controversy or claim arising out of or relating to the Services,
or the breach of any term hereof or thereof, cannot be settled through direct discussions (a "Dispute"), the parties
agree to endeavor to first settle the Dispute by mediation conducted in the County of Miami -Dade and administered
by JAMS under its applicable rules, before commencing any proceedings permitted under this paragraph. If the
Dispute is not otherwise resolved through direct discussions or mediation, the controversy or claim, including the
scope or applicability of this agreement to arbitrate, shall be resolved by binding confidential arbitration (the
"Arbitration") conducted in Miami -Dade County, Florida and administered by JAMS in accordance with the
Streamlined Arbitration Rules and Procedures of JAMS or subsequent versions thereof, including the optional appeal
procedure (the "JAMS Rules"). The JAMS Rules for selection of an arbitrator shall be followed, except that the
arbitrator shall be an experienced arbitrator licensed to practice law in Florida or a retired judge. Judgment on the
award issued in the arbitration may be entered in any court having jurisdiction. The parties agree that any Dispute or
Arbitration, as well as the terms of the resolution of any such Dispute or Arbitration, will be strictly confidential and
shall not be disclosed to any third parties during the pendency or following the resolution of the Dispute or Arbitration
unless both parties consent in writing prior to such disclosure. The parties agree that any violation of this Agreement
and all other agreements between the Company and the Provider related to the Services shall be enforced pursuant to
and in accordance with this Section. The provisions of this Section shall survive the expiration or earlier termination
of this Agreement.
14. Term and Termination. This Agreement will commence on the Effective Date set forth below and, unless
terminated earlier pursuant to the provisions herein, will continue for one (1) year from the Effective Date (the "Initial
Term"). This Agreement shall be automatically renewed and extended for up to a maximum of two (2) consecutive
one (1) year terms (each, a "Renewal Term") unless either party provides a written request to the other party to
terminate this Agreement at least thirty (30) days prior to the end ofthe Initial Term or any Renewal Term. The Initial
Term and any Renewal Term are collectively referred to as the "Term." The Company may terminate this Agreement
without cause at any time and for any reason by written notice to the Provider. Upon any such termination, the
Company shall be entitled to a prompt refund of any payments made to Provider for unperformed Services or any
other unperformed services, and Provider will not be entitled to any payment for Services not yet performed or work
product not yet delivered at the date of termination. Any Party may terminate this Agreement upon ten (10) days
written notice to the other Party if any ofthe following occurs during the Term: (a) the other Party materially breaches
or fails to perform a material term or condition of this Agreement and fails to cure such breach or failure to perform
within such ten (10) day period; (b) the other Party is adjudged bankrupt or insolvent or executes an assignment for
the benefit of its creditors, or a petition in bankruptcy is filed by or against the other Party (which is not dismissed
within 60 days), or temporary or permanent receiver, trustee or custodian is appointed to take possession of all or
substantially all of such other Party's assets or to operate the other Party's business, or proceedings to reorganize the
such other Party are instituted; (c) the other Party takes any action to dissolve or terminate its corporate or limited
liability company existence or attempts to assign this Agreement or any right hereunder without prior written consent
or suffers such assignment by operation of law; or (d) the other Party or its direct or indirect equity owners, directors,
or executive officers, as applicable, (i) commits or is charged with any act which constitutes a felony under the laws
of any applicable governmental authority or (ii) otherwise takes any action that would reasonably be expected to
materially damage or bring into disrepute the business, reputation or goodwill of the terminating Party or the Event.
Upon such termination, the Company shall be entitled to a prompt refund of any payments made to Provider for
unperformed Services or any other unperformed services, and Provider will not be entitled to any payment for
Services not yet performed or Work Product not yet delivered at the date of termination.
15. Independent Contractor. It is expressly understood and agreed that Provider is an independent contractor and
neither it nor any of its employees, agents or representatives are an employee of Company. Provider represents that
it is established as an independent business; will manage its employees, agents, or representatives in the performance
of the Services; and acknowledges that it is responsible for providing and will provide workers' compensation and
unemployment insurance for its employees as required by law and that it will withhold applicable income taxes from
wage payments made to its own employee. Neither Provider nor any of its employees, agents or representatives is
eligible to file any claims for damages, injuries or the like pursuant to Company's workers' compensation or
unemployment insurance policies, and Provider and its employees, agents and representatives are not entitled to
participate in any plans, benefits, arrangements, or distributions by Company. Provider is not, and will not hold itself
out to be, an agent or representative of Company, and will have no authority whatsoever to enter into any binding
agreements on behalf of Company. Nothing in this Agreement will be deemed to constitute a partnership between or
a joint venture by Provider (or any of its employees, agents, subcontractors, and representatives) and Company.
Provider will be solely and entirely responsible for its acts and omissions and for the acts and omissions of its
employees, agents, subcontractors, and representatives throughout the term of this Agreement.
16. Notice. Each Party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications
under this Agreement (each, a "Notice") in writing and addressed to the other party at the addresses set forth on the
signature page of this Agreement (or to such other address that the receiving Party may designate from time to time
in accordance with this section). Each Party shall deliver all Notices by personal delivery, nationally recognized
overnight courier (with all fees prepaid), email (with confirmation of transmission), or certified or registered mail (in
each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is
effective only (a) upon receipt by the receiving party and (b) if the party giving the Notice has complied with the
requirements of this Section.
17. Remedies. Company shall be entitled to all available legal and equitable rights and remedies in connection with this
Agreement, all of which rights and remedies shall be cumulative and not exclusive, and the exercise by Company of
any right or remedy does not preclude the exercise of any other rights or remedies by Company that may now or
subsequently be available to Company at law, in equity (including, without limitation, injunctive relief), by statute,
in any other agreement between the parties or otherwise. The sole remedy available to Provider in connection with
this Agreement shall be monetary damages. IN NO EVENT SHALL COMPANY, ANY OTHER COMPANY
PARTIES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES BE LIABLE TO PROVIDER OR ANY
OTHER PROVIDER PARTIES FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY,
PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE,
ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THIS
AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER
OR NOT COMPANY, ANY OTHER COMPANY PARTY OR ANY OF THEIR RESPECTIVE
REPRESENTATIVES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL
OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION
OF THIS AGREEMENT.
18. Miscellaneous. This Agreement: (a) may not be amended except by a writing duly signed by both parties; (b) together
with the exhibits and schedules hereto, and any applicable SOW, represents the full understanding of the parties and
supersedes any prior or contemporaneous agreements between the parties relating to the subject matter hereof; (c) may
not be assigned by Provider without Company's prior written consent; and (d) shall be binding upon the heirs, executors,
administrators, successors and assigns of the parties. In the event of a conflict between this Agreement and any exhibit,
SOW or schedule hereto, the Agreement will control. Any provision contained on Provider's (or a third party on behalf
of Provider) web site, preprinted on any order, invoice, statement or other document issued by Provider (or by a third
party on behalf of Provider), or contained in any "shrinkwrap" or "clickwrap" agreement will have no force or effect
and such document will be governed by the terms and conditions of this Agreement. This Agreement and any and all
rights and obligations of the Company hereunder may be assigned or transferred by Company in part or in whole to
any of its affiliates or to any entity acquiring all or substantially all of the Company's assets without the prior written
consent of, or notice to, Provider. In the event that either party is delayed, hindered in, or prevented from the
performance of any act required hereunder by reason of failure of power, riots, insurrection, war, or other reasons of a
like nature ("Force Majeure Event") not the fault of, or under the reasonable control of, the party delayed in performing
work or doing acts required hereunder, then performance of such act(s) shall be excused for the period of the delay and
the period for the performance of any such act shall be extended for a period equal to the period of such delay, provided
such delayed party gives prompt written notice to the other party of the occurrence giving rise to the delay and endeavors
to remedy the Force Majeure Event as promptly as reasonably possible. Provider shall recommence performance
reasonably promptly upon the cessation of any Force Majeure Event and shall take reasonable steps to accommodate
any such Force Majeure Event and make sufficient arrangements to avoid delay due to such Force Majeure Event to the
extent reasonably possible. No consent or waiver hereunder shall be effective unless it is explicit, in writing and
executed by the waiving party. Furthermore, no consent or waiver shall extend to or affect any obligations hereunder
not expressly waived or impair any right consequent thereto. In case any one or more of the provisions, subsections, or
sentences contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect the other provisions of this Agreement, and this
Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
Moreover, if any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively
broad as to duration, geographical scope, activity, or subject, it shall be construed by limiting and reducing it, so as to
be enforceable to the extent compatible with the applicable law as it shall then appear. This Agreement may be executed
in any number of counterparts and by electronic or facsimile signature, each of which shall be deemed to be an original,
but all of which together shall constitute one and the same instrument. The Parties hereby designate the each of the
Company Affiliates as third -party beneficiaries of this Agreement having the right to enforce the terms hereof as if they
were the Company hereunder.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed by their respective authorized
representatives as of the date set forth below.
EFFECTIVE DATE: 06/13/2024
COMPANY:
Loud And Live, Inc.
�Gi1-C.GC�— /GlrLBrL
Signed:
Name: Jose Garcia-Tunon
Title: SVP Legal & Business Affairs
Address: 2301 NW 87t1 Ave., 6tn Floor, Miami, FL 33172
PROVIDER:
Acboom Inc
Signed: C
Name: Ariel Castillo
Title: President
Email: Info@cfx.miami
Address: 1085 W 21 PL Hialeah, FL 33010
Exhibit A
Services
Commencement Date:
07/04/2024
Completion Date:
07/04/2024
Provider Contact:
Acboom Inc
11085 W 21 PL Hialeah, FL 33010
riel@confettiandfogfx.com
Scope of Services (detailed description of
Services to be performed):
Pyrotechniques for 4th of July event at Curtis Park
for 10 minutes
Deliverables/Timeline:
Event date: 07/04/2024
Fireworks time: 9:30 pm (for 10 minutes)
Fees:
Refer to invoice
Legal
EXHIBIT B
CONTRACT BETWEEN CITY AND CONTRACTOR
[To be inserted]
EXHIBIT C2
INSURANCE REQUIREMENTS CURTIS PARK 1901 NW 24 AVENUE
JULY 4TH FIREWORKS 24-1516
FIREWORKS CONTRACTOR REQUIREMENTS
I. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Personal and Adv. Injury $ 1,000,000
Products/Completed Operations $ 1,000,000
B. Endorsements Required
City of Miami & Loud & Live listed as additional insured
Primary Insurance Clause Endorsement
Contingent and contractual exposures
XCU hazards included
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Owned/Scheduled Autos
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000
B. Endorsements Required
City of Miami & Loud & Live listed as an additional insured
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
Employer's Liability
A. Limits of Liability
$1,000,000 for bodily injury caused by an accident, each accident
$1,000,000 for bodily injury caused by disease, each employee
$1,000,000 for bodily injury caused by disease, policy limit
IV. Umbrella Liability
Each Occurrence
Policy Aggregate
$4,000,000
$4,000,000
City of Maimi and Loud & Live listed as additional insured. Coverage is
Excess over the general liability and auto policies.
The above policies shall provide the City of Miami with written notice of cancellation or
material change from the insurer in accordance to policy provisions.
Companies authorized to do business in the State of Florida, with the following qualifications,
shall issue all insurance policies required above:
The company must be rated no less than "A-" as to management, and no less than
"Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide,
published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies
and /or certificates of insurance are subject to review and verification by Risk
Management prior to insurance approval.
Olivera, Rosemary
From: Carbonell, Aileen
Sent: Friday, June 21, 2024 9:17 AM
To: Hannon, Todd
Cc: Lee, Denise; Olivera, Rosemary; Brown, Sadie; Mickens, Tania; Gandarilla, Aimee
Subject: Loud and Live Event Production Agreement Matter ID 24-1516
Attachments: Loud and Live Inc Event Production Agreement.pdf
Importance: High
Good morning Todd,
Please find attached the fully executed copy of an agreement from DocuSign that is to be considered an
original agreement for your records.
Should you have any questions or concerns, please do not hesitate to contact me at information listed
below.
Kind regards,
Aileen Carbonell, MPA
Department of Procurement
444 SW 2nd Avenue, 6FL
Office: (305) 416-1922
eFax: (305) 400-5070
Email: acarbonell@miami.gov
Website: https://www.miami.gov/Government/Departments-Organizations/Procurement
Vendor Registration: https://www.miami.gov/Business-Licenses/Doing-Business-with-the-City/Register-
as-a-City-Supplier-Vendor
"Serving, Enhancing, and Transforming our Community"
Mission: The City of Miami Department of Procurement's mission is to ethically procure quality goods and
services, design, construction and construction management services at the best value for the City, while
providing excellent customer service, process efficiency, transparency, fairness, competition,
accountability, and maintaining public trust.
`p Please consider the environment before printing this e-mail
CONFIDENTIAL COMMUNICATION
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The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the
person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or
duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by
reply e-mail and destroy all copies of the original message. Thank you.
*Please Note:
Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City
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