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HomeMy WebLinkAbout24896AGREEMENT INFORMATION AGREEMENT NUMBER 24896 NAME/TYPE OF AGREEMENT URBAN PULSE DIRECT LLC DESCRIPTION PROFESSIONAL SERVICE AGREEMENT/PITMASTER BARBECUE COMPETITION/FILE ID: 15543/R-24-0069/MATTER ID: 24-315 K/#51 EFFECTIVE DATE March 25, 2024 ATTESTED BY TODD B. HANNON ATTESTED DATE 3/25/2024 DATE RECEIVED FROM ISSUING DEPT. 4/1/2024 NOTE v/8 9 & CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: City Manager's Office - Venture Miami DEPT. CONTACT PERSON: Erick Gavin Phone: 708-305-2189 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: URBAN PULSE DIRECT LLC IS THIS AGREEMENT AS A RESULT OF' A COMPETITIVE PROCUREMENT PROCESS? ❑ YES ❑i NO TOTAL CONTRACT AMOUNT: TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑� PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT FUNDING INVOLVED? R❑ YES ❑ NO ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT OTHER: (PLEASE SPECIFY) PURPOSE OF ITEM (BRIEF SUMMARY) The attached PSA packet is being routed for review/signature. COMMISSION APPROVAL DATE: 02 /22 /2024 FILE ID: 15543 ENACTMENT NO.: R-24-0069 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date Signature/Print APPROVAL BY DEPARTMENTAL DIRECTOR 3/14/2024 Efgik lly signed by Gawn, Gavin, Erick Date. 2024.03.1416:04.16 -04'00' APPROVAL BY CHIEF ECONOMIC DEVELOPMENT OFFICER - VENTURE MIAMI 3/14/2024 Digitally signed by Carswell, Carswell, Keith Keith Date 2024.03.14 16 07 59 -04'00' SUBMITTED TO RISK MANAGEMENT Digitally signed by Gomez, Gomez, Frank FDate. rank 2024.03.1513:07.18 -04'00' SUBMITTED TO CITY ATTORNEY XE4 24-315K 3/20/24 3\%\em4- J RECEIVED BY CITY MANAGER SUBMITTED TO AND ATTESTED BY CITY CLERK ONE ORIGINAL TO CITY CLERK, ONE COPY TO CITY ATTORNEY"S OFFICE, REMAINING ORIGINAL(S) TO DEPARTMENT PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF MIAMI AND URBAN PULSE DIRECT L.L.C. D/B/A CLARKE SMART SOLUTIONS, LLC This Professional Services Agreement (Agreement) effective as of the date the City Clerk signs and dates this Agreement ("Effective Date") by and between the CITY OF MIAMI, a municipal corporation of the State of Florida, located at 444 SW 2' Avenue, Miami, FL 33130 ("City"), and URBAN PULSE DIRECT L.L.C. D/B/A CLARKE SMART SOLUTIONS, LLC, a Florida limited liability company, located at 15800 Pines Boulevard, Suite #3128, Pembroke Pines, Florida 33027 ("Provider"). The City and the Provider may each be referred to as a "Party" and will collectively be referred to as the "Parties." WHEREAS, the City established the Venture Miami Scholarship Program (("Scholarship") on July 28, 2022 with an allocation of Five Hundred Thousand and 00/100 dollars ($500,000.00) as a partnership with Miami -Dade College, Florida Memorial University, the University of Miami, and Florida International University for City residents seeking STEM degrees at the aforementioned academic institutions; and WHEREAS, the City seeks to hold a Pitmaster Barbecue Competition ("Competition") to elevate awareness of the Scholarship and raise funds for future scholarship recipients, all as authorized in City of Miami Resolution No. R-24-0069, adopted on February 22, 2024, attached and incoprorated herein by this reference; and WHEREAS, the City wishes to engage the services of the Provider for the Competition; and WHEREAS, the Provider wishes to enter in this Agreement to provide the services as described in this Agreement; NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties agree as follows: TERMS 1. RECITALS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. Page 1 of 15 Professional Services Agreement Pitmaster Barbecue Competition Urban Pulse Direct L.L.C. D/B/A Clarke Smart Solutions, LLC 2. TERM: The term of this Agreement shall commence on the Effective Date and shall terminate on April 21, 2024. The City, in its sole discretion, may extend the Term of this Agreement for additional time as needed but the Term shall not exceed one (1) year from the Effective Date. 3. SCOPE OF SERVICES: A. Provider agrees to provide the Services as specifically described in Exhibit "A," attached and incorporated herein by this reference. B. The Provider shall perform the work under the general direction of the City as set forth in this Agreement. Unless otherwise specified herein, the Provider shall perform all work identified in this Agreement. The parties agree that the scope of services is a description of Provider's obligations and responsibilities, and is deemed to include preliminary considerations and prerequisites, and all labor, materials, equipment, and tasks which are such an inseparable part of the work described that exclusion would render performance by Provider impractical, illogical, or unconscionable. C. Provider represents and warrants to the City that: (i) it possesses all qualifications, licenses and expertise required for the performance of the Services; (ii) it is not delinquent in the payment of any sums due the City, including payment of permit fees, occupational licenses, etc., nor in the performance of any obligations 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; and (iv) the Services will be performed in the manner described in Section 3 of this Agreement. 4. COMPENSATION: A. The amount of compensation payable by the City to the Provider, inclusive of services and materials, shall be an amount not to exceed Seventy -Five Thousand and 00/100 Dollars ($75,000.00). B. Payment shall be made in two (2) installments for the total agreed upon amount of compensation as stated in this Section. The City shall make the first payment to the Provider in an amount not to exceed Fifty -Six Thousand, Two Hundred Fifty and 00/100 Dollars ($56,250.00) upon execution of this Agreement. The City shall make the second and final payment to the Provider in an amount not to exceed Eighteen Thousand, Seven Hundred Fifty and 00/100 Dollars ($18,750.00) seventy-two (72) hours prior to April 20, 2024. Page 2 of 15 Professional Services Agreement Pitmaster Barbecue Competition Urban Pulse Direct L.L.C. DB/A Clarke Smart Solutions, LLC Payment shall be made within forty-five (45) calendar days after receipt of Provider's proper invoice, as that term is defined by the Local Government Prompt Payment Act, Section 218.70, et. seq., Florida Statutes, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should City require one to be performed. If Provider is entitled to reimbursement of other expenses. then all bills for other expenses shall be submitted in accordance with and shall conform to the limitations of Section 112.061, Florida Statutes, with additional services to be negotiated as required. 5. OWNERSHIP OF DOCUMENTS: Provider understands and agrees that any information, document, report, or any other material whatsoever which is given by the City or the City to Provider or which is otherwise obtained or prepared by Provider exclusively for the the City pursuant to or under the terms of this Agreement is and shall at all times remain the property of the City. Provider retains ownership of any information, documents, reports, or any other material that was not developed exclusively for the City. Documents created by Provider for the City based on a boilerplate document will have joint ownership in that the custom document will be owned by the City and the boilerplate will be owned by the Provider. Provider agrees not to use any information, document, report, or material produced exclusively for the City for any other purpose whatsoever without the written consent of the City, which may be withheld or conditioned by the City in its sole discretion. The Provider will retain ownership of original boilerplate documents not produced exclusively for the City. 6. AUDIT AND INSPECTION RIGHTS: The City may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the City to the Provider under this Agreement, audit, or cause to be audited, those books and records of the Provider which are related to Provider's performance under this Agreement. Provider agrees to maintain all such books and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement. All audits shall be subject to and made in accordance with the provisions of Section 18-102 of the Code of the City of Miami, Florida, as same may be amended or supplemented from time to time. 7. AWARD OF AGREEMENT: Provider 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, Page 3 of 15 Professional Services Agreement Pitmaster Barbecue Competition Urban Pulse Direct L.L.C. D/B/A Clarke Smart Solutions. LLC commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 8. PUBLIC RECORDS: Pursuant to the provisions of Section 119.0701. Florida Statutes, Provider must comply with the Florida public records laws, specifically the Provider must: A. Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. B. Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter of the Florida Statutes or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. D. Meet all requirements for retaining public records and transfer, at no cost, to the City all public records in possession of the Provider upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. E. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. IF THE PROVIDER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE PROVIDER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1883, PUBLICRECORDS@MIAMIGOV.COM, AND 444 SW 2ND AVENUE, 9TF1 FLOOR, MIAMI, FLORIDA 33130, OR VENTURE MIAMI AT 3500 PAN AMERICAN DRIVE, MIAMI, FL 33133, (305) 250- 5300, AND VENTUREMIAMI@MIAMIGOV.COM. 9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Provider understands that agreements between private entities and local governments are subject to certain laws. codes, rules and regulations, including, without limitation, laws pertaining to public records, Page 4 of 15 Professional Services Agreement Pitmaster Barbecue Competition Urban Pulse Direct L.L.C. D/B/A Clarke Smart Solutions, LLC conflict of interest, record keeping, etc. The Parties agree to comply with and observe all applicable laws, codes and ordinances as they may be amended from time to time. 10. INDEMNIFICATION: Provider shall indemnify, defend, save, and hold harmless the City and its officials, officers, employees, and agents (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the negligent performance or non- performance of the Services contemplated by this Agreement (whether active or passive) of Provider or its employees or subcontractors (collectively referred to as "Provider") which is directly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive or in strict liability) of any of them, or (ii) the failure of the Provider to comply materially with any of the requirements herein, or the failure of the Provider to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, local, federal or state, in connection with the performance of this Agreement even if it is alleged that the City, its officials and/or employees were negligent. Provider expressly agrees to indemnify, defend, save, and hold harmless the lndemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of Provider, or any of its subcontractors, as provided above, for which the Provider's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. Provider further agrees to indemnify, defend and hold harmless the Indemnitees from and against (i) any and all Liabilities imposed on account of the violation of any law, ordinance, order, rule, regulation, condition, or requirement, related directly to Provider's negligent performance under this Agreement, compliance with which is left by this Agreement to Provider, and (ii) any and all claims, and/or suits for labor and materials furnished by Provider or utilized in the performance of this Agreement or otherwise. This section shall be interpreted to comply with Sections 725.06 and/or 725.08, Florida Statutes. Provider's obligations to indemnify, defend and hold harmless the Indemnitees shall survive the termination/expiration of this Agreement. Page 5 of 15 Professional Services Agreement Pitmaster Barbecue Competition Urban Pulse Direct L.L.C. D/B/A Clarke Smart Solutions, LLC Provider understands and agrees that any and all liabilities regarding the use of any subcontractor for Services related to this Agreement shall be borne solely by the Provider throughout the duration of this Agreement and that this provision shall survive the termination or expiration of this Agreement, as applicable. 11. DEFAULT: If Provider fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then Provider shall be in default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to Provider, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to Provider while Provider was in default shall be immediately returned to the City. Provider understands and agrees that termination of this Agreement under this section shall not release Provider from any obligation accruing prior to the effective date of termination. Should Provider be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Provider shall be liable to the City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the City in the procurement of the Services, including consequential and incidental damages. 12. CITY'S TERMINATION RIGHTS: A. The City shall have the right to terminate this Agreement, in its sole discretion, at any time, by giving written notice to Provider at least five (5) business days prior to the effective date of such termination. In such event, the City shall pay to Provider compensation for services rendered and expenses incurred prior to the effective date of termination. In no event shall the City be liable to Provider for any additional compensation, other than that provided herein, or for any consequential or incidental damages. B. The City shall have the right to terminate this Agreement, without notice to Provider, upon the occurrence of an event of default hereunder. In such event, the City shall not be obligated to pay any amounts to Provider and Provider shall reimburse to the City all amounts received while Provider was in default under this Agreement. 13. INSURANCE: The required Insurance, as approved by the City's Department of Risk Management shall be provided by the Provider and all such proof shall be attached as an Exhibit to this Agreement. Those entities/individuals required to be listed as additional insured by Page 6 of 15 Professional Services Agreement Pitmaster Barbecue Competition Urban Pulse Direct L.L.C. D/B/A Clarke Smart Solutions. LLC the Department of Risk Management shall be included on all insurance certificates and furnished by the Provider. Provider shall, at all times during the term hereof, maintain insurance coverage in accordance with Exhibit "B," attached and incorporated by this reference. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage shall be furnished to the City on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled during the performance of the services under this contract. Execution of this Agreement is contingent upon the receipt of proper insurance documents. Said insurance certificate must cite the name of the Services provided and list the City of Miami as Additional Insured. 14. NONDISCRIMINATION: Provider represents and warrants to the City that Provider does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Provider's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Provider further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 15. ASSIGNMENT: This Agreement shall not be assigned by Provider, in whole or in part, without the prior written consent of the City, which may be withheld or conditioned, in the City's sole discretion. 16. 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 (5th) day after being posted or the date of actual receipt, whichever is earlier. Provider City Urban Pulse Direct L.L.C. D/B/A Clarke City Manager Smart Solutions, LLC City of Miami 14900 SW 30 Street 444 SW 2nd Avenue, 10tt' Floor #278692 Miami, FL 33130 Page 7 of 15 Professional Services Agreement Pitmaster Barbecue Competition Urban Pulse Direct L.L.C. D/I3/A Clarke Smart Solutions, LLC Miramar, FL 33027 Attn: Arthur Noriega V, City Manager Attn: Stacey M. Clarke With copies to: Office of the City Attorney City of Miami 444 SW 2' Avenue, Suite 945 Miami, FL 33130 Attn: Victoria Mendez, City Attorney and Venture Miami City of Miami 3500 Pan American Drive Miami, FL 33133 Attn: Erick Gavin, Executive Director 17. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in all proceedings shall be in Miami -Dade County, Florida and the parties agree to the use of this venue. In any civil action or other proceedings between the parties arising out of the Agreement, each party shall bear its own attorney's fees. B. WAIVER OF JURY TRIAL: EACH PARTY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY BREACH THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT. C. Title and paragraph headings are for convenient reference and are not a part of this Agreement. 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 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, such provision, Page 8 of 15 Professional Services Agreement Pitmaster Barbecue Competition Urban Pulse Direct L.L.C. D/B/A Clarke Smart Solutions. LLC 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 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. F. This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. 18. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 19. INDEPENDENT CONTRACTOR: Provider 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, Provider shall not 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. .Provider further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Provider and agrees to provide workers' compensation insurance for any employee or agent of Provider rendering services to the City under this Agreement. 20. 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 allocated and available funds, reduction or discontinuance of funds or change in laws, codes, rules, policies or regulations, upon five (5) calendar days' notice. 21. ACKNOWLEDGEMENT: The Parties expressly acknowledge that each has read and understand each and every provision in this Agreement and have had the opportunity to seek the advice and representation of independent counsel. Furthermore, the Parties expressly acknowledge that this Agreement is entered into in good faith and was not obtained by fraud, misrepresentation, or deceit. 22. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set 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. Page 9 of 15 Professional Services Agreement Pitmaster Barbecue Competition Urban Pulse Direct L.L.C. D/B/A Clarke Smart Solutions, LLC 23. ELECTRONIC SIGNATURES/COUNTERPARTS: This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of 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. [Remainder intentionally left blank; Signature page to follow] Page 10 of 15 Professional Services Agreement Pitmaster Barbecue Competition Urban Pulse Direct L.L.C. D/B/A Clarke Smart Solutions, LLC IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, as of the Effective Date. ATTEST: "CITY" CITY OF MIAMI, a Municipal Corporation of the State of Florida By: d B. Hannon, y Clerk Art No iega V, ty Manager Date: 3 la5 aoa,9 APPROVED AS TO FORM AND CORRECTNESS: By: t Vicis Mlendez XX4 ria Attorney 24-315K ATTEST: APPROVED AS TO INSURANCE REQUIREMENTS: Gomez, Digitally signed by Gomez, Frank Frank Date. 2024.03.15 By: 13:08:30 -04'00' Ann -Marie Sharpe, Director Risk Management "Provider" URBAN PULSE DIRECT L.L.C. D/B/A CLARICE SMART SOLUTIONS, LLC, a Florida Limited Liability Company By: Marf-uv CL4# Print Name: Martin Clarke Print Name: Stacey Clarke Title: CEO Title: Managing Member, CMO Page 11 of 15 Professional Services Agreement Pitmaster Barbecue Competition Urban Pulse Direct L.L.C. D/B/A Clarke Smart Solutions, L,LC EXHIBIT A Scope of Services • Create, manage, and execute all aspects of your event from pre -planning, determining resources and needs, pre -event marketing, and on -site coordination to post event follow up. • Assist in ordering supplies needed for events to ensure all items arrive in a timely fashion. • Assist in site and vendor selection and negotiating the best possible rates and terms • Work to coordinate and communicate all efforts with venue and venue staff • Work to coordinate and communicate all efforts with vendors • Develop effective and collaborative relationships with internal and external stakeholders • Supervise staff at events, assign duties, and provide general direction • Conduct post -event data and strategic analysis to inform future events • Plan and execute pre -event marketing • Facilitate key stakeholders in determining the vision of the event and defining of a successful outcome • Develop and Manage event timeline commitments and deadlines throughout the process • Provide Weekly Updates throughout the process • Prepare and distribute invites • Monitor and manage all areas of the budget and report directly to key stakeholders • Staff and supervise all elements of event day Specific to the Barbeque Competition • Define the Purpose and Format: Determine the format, such as individual or team entries, specific categories (ribs, brisket, chicken, etc.), and judging criteria. • Set a Date and Location: CSS will choose a suitable date and time for the competition while making sure it's convenient for participants and attendees. • Create Categories: CSS will decide on the barbecue categories participants will compete in, such as ribs, pulled pork, chicken, and brisket. CSS will also include side dishes and desserts as sub categories. Page 12 of 15 Professional Services Agreement Pitmaster Barbecue Competition Urban Pulse Direct L.L.C. D/B/A Clarke Smart Solutions. L.LC • Establish Rules and Regulations: CSS will create a set of rules and guidelines for the competition. Include information about cooking methods, equipment allowed, presentation standards, safety precautions, and any other relevant details. • Gather Participants: CSS will manage the invitation of local grillers from Palm Beach County to Monroe County. CSS will clearly communicate entry requirements, deadlines, and any entry fees if applicable. • Set Up Judging: CSS will arrange for a panel of judges to evaluate the barbecue entries. Judges could be local chefs, food enthusiasts, or experienced barbecue aficionados. In addition, we will develop a scoring system and criteria for each category, including taste, tenderness, appearance, and overall impression. • Plan Entertainment: CSS will source and book entertainment elements to keep attendees engaged. This could include music, games, a designated play area for kids, or even cooking demonstrations. • Arrange Prizes and Awards: CSS will create and manage an attractive prize structure for the winners of each category. • Promote Safety and Hygiene: CSS will ensure that all participants follow proper food safety practices while preparing and cooking the barbecue. CSS will ensure the availability of sanitation stations and guidelines for handwashing and food handling. • Design Event Layout: Plan the layout of the event space, considering the cooking stations, judging area, seating for attendees, and any other necessary sections. Make sure the flow of the event is well -organized. • CSS will create a Timeline: Develop a detailed schedule for the event, including setup time, cooking times, judging, and awards presentation. CSS will manage the communication of this schedule to participants and attendees. • Document the Event: CSS will source and manage the documentation of the event to include photographers, drones and social media influencers. • Responsibilities: CSS will source and assemble a team of volunteers to assist with various tasks, such as registration, setup, food distribution, and cleanup. Event Branding Clarke Smart Solutions will work with Venture Miami to create a cohesive and recognizable brand strategy focused on customization and experience. Media Management Clarke Smart Solutions will assist Venture Miami in sourcing, securing, coordinating and managing all local media affiliation and support for the event. Page 13 of 15 Professional Services Agreement Pitmaster Barbecue Competition Urban Pulse Direct L.L.C. D/B/A Clarke Smart Solutions, LLC EXHIBIT B INSURANCE REQUIREMENTS FOR CLARKE SMART SOLUTIONS, LLC D/B/A URBAN PULSE DIRECT, LLC — PITMASTER BARBECUE COMPETITION 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 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 B. Endorsements Required City of Miami listed as additional insured Page 14 of 15 Professional Services Agreement Pitmaster Barbecue Competitio❑ Urban Pulse Direct L.L.C. D/B/A Clarke Smart Solutions, LLC III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit 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. Page 15 of 15 EXHIBIT B ACORlD® C CERTIFICATE OF LIABILITY INSURANCE 4,......----' DATE(MM/DD/YYYY) 01 /17/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Hiscox Inc. 5 Concourse Parkway Suite 2150 Atlanta GA, 30328 CONTACT NAME: FAX PHONE $$$ FAX INC. No Extl: ( ) (A/C, No): ADDRESS: contact@hiscox.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Hiscox Insurance Company Inc 10200 INSURED Urban Pulse Direct, LLC DBA Clarke Smart Solutions, LLC 15800 Pines Blvd Ste 3128 Pembroke Pines, FL 33027 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL NSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MMfDDIYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y P100.939.489.2 03/03/2023 03/03/2024 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE RENTED PREM SESO(Ea occurrence) $ 100,000 MED EXP (Any one person) $ 5,000 PERSONAL BADVINJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES JEt° PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ S/T Gen. Agg. $ AUTOMOBILE _ LIABILITY ANY AUTO ALL OWNED SCHEDULED COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE S DED RETENTION S $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes. describe under DESCRIPTION OF OPERATIONS below N/A PER STATUTE OTH- ER E.L. EACH ACCIDENT S E.L. DISEASE - EA EMPLOYEE S E.L. DISEASE - POLICY LIMIT S A Professional Liability Y P100.937.389.2 03/03/2023 03/03/2024 Each Claim: S 250,000 Aggregate: $ 250.000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Miami is listed as an Additional Insured subject to the policy terms and conditions. This insurance is on a Primary and Non -Contributory basis. CERTIFICATE HOLDER CANCELLATION The City of Miami 3500 Pan American Drive Miami, FL 33133 1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE j17 r/1 ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CORPORATE RESOLUTION WHEREAS, Urban Pulse Direct L.L.C. d/b/a Clarke Smart Solutions, LLC desires to enter into a Professional Services Agreement ("Agreement") with the City of Miami for the Pitmaster Barbecue Competition; and WHEREAS, the Board of Directors, at a duly held corporate meeting, has considered the matter in accordance with the By -Laws of the corporation. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that Stacey Clarke is hereby authorized and instructed to enter into an Agreement and undertake the responsibilities and obligations as stated in such proposed Agreement in the name and on behalf of this corporation with the City of Miami upon the terms contained in the proposed Agreement to which this resolution is attached. 1 C (rrporate Secretary Print Name: DATED this /3 day of et- h , 2024. Signature: (-1/10rj .� CZ:We - Print Name: MAW rn (3-( /( - Title: G' C C7 (Corporate Seal)