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HomeMy WebLinkAbout23414AGREEMENT INFORMATION AGREEMENT NUMBER 23414 NAME/TYPE OF AGREEMENT OMNI CRA & GLICKMAN MEDIA INC. DESCRIPTION PROFESSIONAL SERVICES AGREEMENT/PRODUCTION OF WE ARE OMNI VIDEO SERIES/MATTER ID: 21-1409 EFFECTIVE DATE July 21, 2021 ATTESTED BY TODD B. HANNON ATTESTED DATE 7/19/2021 DATE RECEIVED FROM ISSUING DEPT. 7/21/2021 NOTE PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement ("Agreement") is entered into this 2���day of U I U _, 2021 ("Effective Date") by and between OMNI REDEVELOPMENT DISTRICTI COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA"), and Glickman Media Incorporated. a Florida Corporation ("Provider") located at 19390 Collins Avenue, # 906, Sunny Isles Beach, FL 33160. RECITALS: A. WHEREAS, the CRA seeks to complete a series of short docustyle videos that emphasize the economic development of the CRA and Provider possesses all _ necessary qualifications and expertise to prepare such videos and perform the Services, as further defined below; and B. WHEREAS, Provider has submitted a proposal, attached hereto as Exhibit "A", setting forth the scope of work, the time frame for completion, negotiated fees and expenses, the key personnel to complete the work (including contact information), and the deliverables to the CRA ("Services"); to the extent there are any discrepancies between the terms of this Agreement and Exhibit "A", the terms of this Agreement shall control. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Provider and the CRA agree as follows: TERMS: 1. RECITALS AND INCORPORATIONS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 1 2. TERM: The term of' this Agreement shall be for the later of one (1) year commencing on the Effective Date hereof or the time frame for completion of the Services, as set forth in Exhibit "A". 3. SCOPE OF SERVICES: A. Provider agrees to provide the Services as specifically described, and under and subject to the special terms and conditions set forth in Exhibit "A" hereto. B. - Providerrepresents and warrants to the CRA and 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 CRA and/or to the City, including payment of permit fees, occupational licenses, etc., nor in the performance of any obligations to the CRA and/or to the City, (iii) all personnel assigned to perform the Services are and shall begat all times during theterm hereof, fully qualified and trained to perform the tasks assigned to each; (iv) the Services will be performed in the manner described in Exhibit "A" and for the budgeted amounts, rates, and schedules described in Exhibit "A"; and (v) each person executing this Agreement on behalf of Provider has been duly authorized to so execute the same and to fully bind Provider as a party to this Agreement. C. Provider shall at all times provide fully qualified, competent, and capable employees to perform the Services under this Agreement. The CRA may require Provider to remove any employee the CRA deems careless, incompetent, insubordinate, or otherwise objectionable and whose continued Services under this Agreement are not in the best interest of the CRA: Each of Provider's employees shall have and present proper identification. 4. COMPENSATION: A. The amount of compensation payable by the CRA to Provider shall be based on the rates and schedules and budgeted amounts described in Exhibit "A" hereto, which by this reference is incorporated into this Agreement; provided, however, that in no event shall the total amount of compensation exceed Twenty Thousand Dollars and No Cents ($20,000.00). B. Unless otherwise specifically provided in Exhibit "A", payment shall be made in arrears within forty-five (45) days after receipt of Provider's invoice for Services performed, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should the CRA and/or the City require one to be performed. Invoices shall be sufficiently detailed so as to comply with the "Florida Prompt Payment Act" and all other applicable laws. No advance payments shall be made at any time. The Provider is not entitled to reimbursement of travel or any other expenses in addition to the compensation provided for in Section 4.A. above. C. Additional services and expenses may be included consistent with Exhibit A and are included in this compensation and shall only be provided upon a written agreement entered into by the CRA and Provider. The CRA shall not be liable for any costs, fees, expenses or charges beyond the total amount specified in this subsection for the Scope of Services and compensation referenced in Exhibit "A." The CRA shall not be liable for any cost, fee, expense, expenditure, or other liability of the Provider and shall not be liable for any fees beyond the stated maximum amount of Twenty Thousand Dollars and No Cents ($20,000.00). D. Provider agrees and understands that (i) any and all subcontractors or third -party fees or services utilized by Provider to provide Services related to this Agreement shall be 3 paid through Provider and not paid directly by the CRA, and (ii) any and all liabilities regarding payment to or use of subcontractors or third _party fees or services utilized by Provider for any of the Services related to this Agreement shall be borne solely by Provider. E. Neither Provider nor any of its employees nor its subcontractors shall. perform any work unless duly authorized by the Executive Director of the CRA or his/her designated representative. Provider shall not be paid (i) for any work performed outside the Services set forth in Exhibit A for this Agreement, or (ii) for any work performed by any of Provider's employees or subcontractors not otherwisepreviously authorized by the Executive Director of the CRA or his/her designated representative. 5. OWNERSHIP OF DOCUMENTS: Provider understands and agrees that any information, document, report, intellectual property or any other material whatsoever which is given by the CRA or the City, as applicable, to Provider or which is otherwise obtained or prepared by Provider pursuant to or under the terms of this Agreement is and shall at all times remain the property of the CRA or the City, as applicable. Provider agrees not to use any such information, document, report, intellectual property or material for any other purpose whatsoever without the written consent of CRA or the City, as applicable, which may be withheld or conditioned by the CRA or the City, as applicable in the CRA's or the City's sole discretion, as applicable. The CRA or the City, as applicable, shall maintain and retain ownership of any and all deliverables . as well as all documents, information, intellectual property (including, without limitation, videos and photos) or other property which result upon the completion of the Services under this Agreement. 6. AUDIT AND INSPECTION RIGHTS: A. The CRA and/or the City may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the CRA to Provider under this 4 Agreement and any extensions hereof, audit, inspect, or cause to be audited, or cause to be audited and inspected, those books, documents, papers, and records of Provider which are related to Provider's performance under this Agreement for the purpose of audit, examination, excerpts, and transcripts. Provider agrees to maintain 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. Provider's failure to adhere to, or refuse to comply with, this condition shall result in the immediate cancellation of this Agreement by the CRA. B. The CRA and/or the City may, at reasonable times during the term hereof, inspect Provider's facilities and undertake such inquiries and reviews, as the CRA and/or the City deems reasonably necessary, to determine whether the Services required to be provided by Provider under this Agreement conform to the terms hereof and/or the terms of the Solicitation Documents, if applicable. Provider shall make available to the CRA and/or the City all reasonable facilities and assistance to facilitate the inquiries, reviews, and/or inspections by CRA and/or City representatives. All inquiries, reviews, and inspections shall be subject to, and made in accordance with, the provisions 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 CRA and to the City that it has not employed or retained any person or company employed by the CRA or 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: Provider understands that the public shall have access, at all reasonable times, to all documents and information pertaining to CRA 5 contracts and to City contracts, subject to the .provisions of Chapter 119, Florida Statutes, and agrees to allow access by the CRA and/or the City and the public to all documents subject to disclosure under applicable law. Provider shall 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 CRA to perform this service; (2) provide the public with access to public records on the same terms and conditions as the CRA 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 CRA all public records in its possession upon termination of this contract and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) provide all electronically stored public records to the CRA in a format compatible with the CRA's information technology systems. Notwithstanding the foregoing, Provider may withhold and/or mark certain business records, trade secrets and other proprietary information as confidential and any such information shall be excluded from public records disclosure to the fullest extent permitted by applicable law. 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 AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS BY PHONE AT (305)416-1883; BY EMAIL AT PUBLICRECORDS(MIAMIGOV.COM ; OR IN PERSON AT THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY,1.401 NORTH MIAMI AVENUE, 2ND FLOOR, MIAMI, FLORIDA 33130. 9. COMPLIANCE WITH . FEDERAL, STATE AND LOCAL LAWS: Provider understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. The CRA and Provider agree to comply with and observe all applicable laws, codes and ordinances as they may be amended from time to time, including, but not limited to, the provisions of Section 119.0707, Florida Statutes. Provider further agrees to include in all of Provider's agreements with employees and subcontractors for any Services related to this Agreement this provision requiring employees and 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: Provider shall indemnify, defend and hold harmless the CRA, the City and their respective officials, 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 performance or non-performance of the services contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of Provider or its employees, agents or subcontractors (collectively referred to as "Provider"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default or negligence (whether active or passive) of the Indemnitees, 7 or any of them or (ii) the failure of the Provider to comply with any of the paragraphs herein or the failure of the Provider to conform to statutes, ordinances, or other regulations or requirements of any governmental CRA, federal or state, in connection with the performance of this Agreement. Provider expressly agrees to indemnify and hold harmless the Indemnitees, 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 or indirectly to Provider's performance under this Agreement, compliance with which is left by this Agreement to Provider, and (ii) any and all claims, and/or suits for Services and materials furnished by Provider or utilized in the performance of this Agreement or otherwise. Provider shall hold harmless, defend, and indemnify the CRA and the City for any errors in the provision of services and for any fines which may result from the fault of Provider, its employees, agents, or subcontractors. Provider's obligations to indemnify, defend and hold harmless the Indemnitees shall survive the termination of this Agreement. 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 Provider throughout the duration of this Agreement and that this provision shall survive the termination of this Agreement. 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 8 default. Upon the occurrence of a default hereunder the CRA, 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 CRA to Provider while Provider was in default shall be immediately returned to the CRA. 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 CRA for all expenses incurred by the CRA in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the CRA in the re - procurement of the Services, including without limitation consequential and incidental damages. 12. RESOLUTION OF._CONTRACT .DISPUTES: Provider understands and agrees that all disputes between Provider and the CRA based upon an alleged violation of the terms of this Agreement shall be submitted to the Chair of the Board of CRA for his/her resolution, prior to Provider being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds Twenty- Thousand Dollars and No Cents (S20,000.00), the Chair's decision shall be approved or disapproved by the CRA. Provider shall not be entitled to seek judicial relief unless: (i) it has first received Chair's written decision, approved by the CRA if the amount of compensation hereunder exceeds Twenty Thousand Dollars and No Cents ($20,000.00), or (ii) a period of sixty (60) days has expired, after submitting to the Chair a detailed statement of the dispute, accompanied by all supporting documentation (ninety (90) days if the Chair's 9 decision is subject to CRA Board approval); or (iii) the CRA has waived compliance with the procedure set forth in this section by written instruments, signed by the Chair. 13. TERMINATION RIGHTS: A. The CRA 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 CRA shall pay to Provider compensation for services rendered and expenses incurred prior to the effective date of termination. In no event shall the CRA or the City be liable to Provider for any additional compensation, other than that explicitly provided herein, or for any consequential or incidental damages. B. The CRA 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 CRA shall not be obligated to pay any amounts to Provider for services rendered while Provider was in default under this Agreement and Provider shall reimburse to the City all amounts received while Provider was in default under this Agreement. The CRA shall pay to Provider compensation for services rendered prior to the effective date of the occurrence of an event of default as specified in the CRA's written notice to Provider of the effective date of termination of this Agreement. In no event shall the CRA or the City be liable to Provider for any additional compensation or for any of Provider's expenses, other than as provided in this Agreement, nor shall the CRA or the City be responsible for any consequential or incidental damages. 14. INSURANCE: A. Provider shall, at all times during the term hereof, maintain such types and amounts of insurance coverage(s) as may be required by the City's Department of Risk 10 Management as set forth in Exhibit "B" hereto. The Provider shall add the CRA and the City as additional named insureds to its commercial general liability and auto policies and as named certificate holders on all policies. Provider shall correct any insurance certificates as requested by the City's Risk Management Administrator. All such insurance, including renewals, shall be subject to the approval of the City's Risk Management Administrator for adequacy of protection and evidence of such coverage(s) shall be furnished to the CRA and the City's Risk Management Department on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled, modified, or changed during the performance of the Services under this Agreement without thirty (30) calendar days prior written notice to the CRA and to the City. Completed Certificates of Insurance shall be filed with the CRA and the City prior to the performance of Services hereunder, provided, however, that Provider shall at any time, upon request, file duplicate copies of the policies of such insurance with the CRA and the City. B. If, in the judgment of the City's Risk Management Administrator, prevailing conditions warrant the provision by Provider of additional liability insurance coverage or coverage which is different in kind(s) or amounts, the CRA and the City reserve the right to require the provision by Provider of an amount and/or kind of coverage different from the amounts and/or kind(s) previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Provider fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City Department of Risk Management's written notice, this Agreement shall be considered terminated on the date that the required change in policy coverage would otherwise take effect. 11 C. Provider understands and agrees that any and all liabilities regarding the use of any of Provider's employees or any of Provider's subcontractors for Services related to this Agreement shall be borne solely by Provider throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. Provider further understands and agrees that insurance for each employee of Provider and each subcontractor providing Services related to this Agreement shall be maintained in good standing and approved by the City's Risk Management Administrator throughout the duration of this Agreement. D. Provider 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 extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any extension hereof, Provider shall be responsible for submitting new or renewed insurance certificates to the CRA and to the City's Risk Management Administrator at a minimum of ten (10) calendar days in advance of such expiration. 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 CRA shall suspend this Agreement until such time as the new or renewed certificate(s) are received in acceptable form by the City's Risk Management Administrator; or (ii) the CRA on behalf of the City may terminate the Agreement for cause and seek re -procurement damages from Provider in conjunction with the violation of the terms and conditions of this Agreement. E. Compliance with the foregoing requirements shall not relieve Provider of its liabilities and obligations under this Agreement. 12 15. NONDISCRIMINATION: Provider represents and warrants to the CRA and 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. 16. ASSIGNMENT: The Provider shall not assign this Agreement, nor any portions any part of his/her operations or ownership, without prior written permission granted by the CRA through the Executive Director. 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. TO PROVIDER: Aaron Glickman CEO Glickman Media Incorporated 19390 Collins Avenue #906 Sunny Isles Beach, Florida 33160 13 TO THE CRA: Omni Redevelopment District Community Redevelopment Agency 1401 North Miami Avenue Miami, Florida Attn: Jason Walker Executive Director With copies to: Office of the City Attorney City of Miami 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33130 18. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion 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 irrevocably waive any rights to a jury trial. B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. 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. D. 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, 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. 14 E. Provider shall comply with all applicable laws, rules and regulations in the performance of this Agreement, including but not limited to licensure, and certifications required by law for professional service providers. F. This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing, authorized by an affirmative vote of the CRA as necessary, and executed by properly authorized representatives of the parties hereto. 19. SUCCESSORS AND ASSIGNS: This Agreement shall .be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 20. INDEPENDENT CONTRACTOR: Provider has been procured and is being engaged to provide services to the CRA as an independent contractor, and not as an agent or employee of the CRA or the City. Accordingly, Provider shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the CRA or the City, nor any rights generally afforded classified or unclassified employees. Provider further understands that Florida Workers' Compensation benefits available to employees of the CRA or 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 CRA under this Agreement. Provider further understands and agrees that Provider'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 is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice. 15 22. FORCE MAJEURE. A "Force Majeure Event" shall mean an act of God, act of governmental body or military, 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. CRA AND CITY NOT LIABLE FOR DELAYS: Provider hereby understands and agrees that in no event shall the CRA and/or the City be liable for, or responsible to Provider or any subcontractor, or to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any cause over which the CRA and/or the City has no control. 24. USE OF NAME: Provider understands and agrees that neither the CRA nor the City is engaged in research for advertising, sales promotion, or other publicity 16 purposes. Subject to prior written approval by the CRA Executive Director, Provider 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 CRA on behalf of the City. The Provider agrees to protect any confidential information provided by the CRA and/or the City and will not release information of a specific nature without prior written consent of the Executive Director. 25. NO CONFLICT OF INTEREST: Pursuant to City of Miami Code Section 2- 611, as amended ("City Code"), regarding conflicts of interest, Provider hereby certifies to the CRA and the City that no individual member of Provider, no employee, and no subcontractor under this Agreement nor any immediate family member of any of the same is also a member of any board, commission, or agency of the CRA or the City. Provider hereby represents and warrants to the CRA and the City that throughout the term of this Agreement, Provider, its employees and its subcontractors will abide by this prohibition of the City Code. 26. NO THIRD -PARTY BENEFICIARY: No persons other than the Provider and the CRA on behalf of the City (and their respective successors and assigns) shall have any rights whatsoever under this Agreement. 27. 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. 28. TRUTH -IN -NEGOTIATION CERTIFICATION. REPRESENTATION AND WARRANTY: Provider hereby certifies, represents and warrants to the CRA and the City that on the date of Provider's execution of this Agreement and so long as this 17 Agreement shall remain in full force and effect, the fee rates and schedules and other factual unit costs supporting the compensation to Provider under this Agreement are and will continueto be accurate, complete, and current. Provider understands, agrees and acknowledges that the CRA shall adjust the amount of the compensation and any additions thereto to exclude any significant sums by which the CRA, after consultation with the CRA and the City, determines the contract price of compensation hereunder was increased due to inaccurate, incomplete, or non -current fee rates and schedules and other factual unit costs. All such contract adjustments shall be made within one (1) year of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the provisions hereof. This provision shall not be interpreted to authorize the adjustment of compensation provided in this Agreement. 29. COUNTERPARTS AND ELECTRONIC SIGNATURES: 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, 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. 29. EN.TIRE_AGREEMENT: This instrument and its Exhibits 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. 18 30. E-VERIFY; As a condition precedent to entering into this Agreement, and in compliance with Section 448.095, Fla. Stat., Provider and its subcontractors shall, register with and use the E-Verify system to verify work authorization status of all employees hired after January 1, 2021. A. Provider shall require each of its subcontractors to provide Provider with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Provider shall maintain a copy of the subcontractor's affidavit as part of and pursuant to the records retention requirements of this Agreement. B. The CRA, Provider, or any subcontractor who has a good faith belief that a person or entity with which it is contracting has knowingly violated Section 448.09(1), Fla. Stat. or the provisions of this section shall terminate the contract with the person or entity. C. The CRA, upon good faith belief that a subcontractor knowingly violated the provisions of this section, but Provider otherwise complied, shall promptly notify Provider and Provider shall immediately terminate the contract with the subcontractor. D. A contract terminated under the provisions of this section is not a breach of contract and may not be considered such. Any contract termination under the provisions of this section may be challenged pursuant to Section 448.095(2)(d), Fla. Stat. Provider acknowledges that upon termination of this Agreement by the CRA for a violation of this section by Provider, Provider may not be awarded a public contract for at least one (1) year. Provider further acknowledges that Provider is liable for any additional costs incurred by the CRA as a result of termination of any contract for a violation of this section. E. Subcontracts. Provider or subcontractor shall insert in any subcontracts the clauses set forth in this section, including this subsection, requiring the subcontractors to include these clauses in any lower tier subcontracts. Provider shall be responsible for 19 compliance by any subcontractor or lower tier subcontractor with the clauses set forth in this section. ***SIGNATURE PAGE TO FOLLOW*** 20 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. "Provider" ATTEST/WITNESS: Glickman Media Incorporated : By: Julian Kreisberg ATTEST: L_, Todd B. Hannon, Clerk of the Board Aaron Glickman, CEO OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA") - By: Jasker, Executive Director APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: i 'clod Mendez General Counsel Matter 21-140 Glickman Media PSA REQUIREMENTS: Ann -Marie Sharpe Risk Management Director 21 EXHIBIT A GLICKM r N MEDIA WE ARE OMNI WE ARE OMNI is a series of short, docu-style videos that emphasize the economic development of Miami's Omni Neighborhood district. For each 60 to 90 second piece, we will highlight an Omni Neighborhood business owner who has received a grant from the Omni CRA. The featured business owners will enlighten viewers about their company and describe how their CRA grant positively impacted its economic growth. The structure of each piece will consist of a cold open that will introduce the business, followed by a branded, motion graphic intro page displaying the title - WE ARE OMNI - along with CRA branding. From there, we will combine the interview with broil coverage and end with a closing title page. In addition to the promotion of each featured business and the CRA grant programs, the series will brand the entire Omni Neighborhood district, setting it apart as its own unique Miami neighborhood. Each completed piece will be provided to the Omni CRA for their own distribution. Each piece also has the option of being distributed on the Current.Miami (www.current.miami) social media channels and its email newsletter. • Time frame for completion & deliverables r The eight pieces will be completed within two months from the date of the signed contract. Each piece will be delivered at the time of completion. • Negotiated fees/expenses o The fee is $20,000 for eight pieces ($2,500 per completed piece). Additional videos can be requested at the same rate. Omni CRA will be invoiced monthly with invoices reflecting the completed pieces. • Key personnel information - Produced and directed by Aaron Glickman —19390 Collins Avenue #906, Sunny Isles Beach, Florida 33160. 305-968-3833 Aaron H. Glickman - (305) 968-3833—aaron@gtickmanmedia.mm 22 EXHIBIT B INSURANCE REQUIREMENTS -PROFESSIONAL SERVICES AGREEMENT GLICKMAN MEDIA 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 & OMNI CRA 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 B. EndorsementsRequired City of Miami & OMNI CRA listed as an additional insured 1E. 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 23 IV. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim $1,000,000 General Aggregate Limit $1,000,000 Retro Date Included V. Network Security and Privacy Injury (Cyber Liability) If Applicable Each Claim $1,000,000 Policy Aggregate $1,000,000 Retro Date Included Consultant agrees to maintain: professional liability/Errors & Omissions coverage; along with Network Security and, Privacy Injury (Cyber) coverage, if applicable, for a minimum of 1 year after termination of the contract period subject to continued availability of commercially reasonable terms and conditions of such coverage. 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, bythe 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. 24 ACOREP CERTIFICATE OF LIABILITY INSURANCE `.,-/ - DATE(MWDWYYYY) 7/2/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. AND CONFERS NO RIGHTS UPON THE CERTIFICATE EXTEND OR ALTER THE COVERAGE AFFORDED HOLDER. THIS BY THE POLICIES AUTHORIZED A CONTRACT BETWEEN THE ISSUING INSURER(S), , IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) 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 Marsh & McLennan Agency LLC 4400 PGA Blvd, Ste. 1000 Palm Beach Gardens. FL 33410 CONTACT NAME: Sandy rev -Unger PHONE : - - - FAX - - 'fAlC. No. E7r0• (561) 461-6358 INC, Noi: (561) 366-2919 ADDRESS: SandyPetrunger@MarshMMA.com INSURERS) AFFORDING COVERAGE NAIL 0 INSURER A: Sentinel Insurance Company Ltd 11000 INSURED - GLICKMEDIA Glickman Media Aaron Glickman 19390 Collins Ave, #906 Sunny Isles Beach, FL 33160 INSURERS: - --- - INSURERC - - INSURERD: -- INSURE INSURER F: COVERAGES CERTIFICATE NUMBERi 1109081188 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 POUCIES -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 INSD SUBR WVD • POLICY NUMBER POLICY EFF , IMMIDDIYYYY) POLICY EXP IMM1DD/m'Y1 LIMITS A X COMMERCIAL GENERAL LIABILITY ' Y 21SBMBW9440 12(9I2020 ., 1219/2021 EACHOCCURRENCE • S1,000,000 CLAIMS -MADE X OCCUR DAMAGE IES (RENTED.00cnce) E 1,000,000 MED EXP (Any one person) . E 10,000 PERSONAL &ADV INJURY $1,000,000 GEM. -AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 82,000,000 PRODUCTS - COMP/OP AGG E2,000,000 S AUTOMOBILE UABILITY ANY AUTO OWNED _ ' - - SCHEDULED AUTOS NON -OWNED AUTOS ONLY - - - - 'COMBINED SINGLE LIMIT (Ee accident) $- BODILY INJURY (Per person) $ BODILY INJURY (Per accident) S - PROPERTY DAMAGE (Peraocldent) E 8 A X' UMBRELLALIAB EXCESS LIAR X DccuR CLAIMS -MADE 21SBMBW9440 12/9/2020 12/9/2021 'EACH OCCURRENCE $ 1,000,000 AGGREGATE S 1,000,060 DED X RETENTION E 1n dnn S - WORKERS COMPENSATION -_- _ _ .. ANDEMPLOYERS'LIABIITY Y!N ANYPROPRIETOR/PARTNERIEXECUTIVE ❑ OFFICERIMEMBEREXCLUDED? (Mandatory In NH) If yes, desesbN under DESCRIPTION OF OPERATIONS below - NIA - --- - - - - -- - - - PER I OTH-- STATUTE ER - - E.L. EACH ACCIDENT S E.L. DISEASE- EA EMPLOYEE $ E.L DISEASE- POLICY LIMIT: -S - - A Employment Practices 21SBMBW9440 12/9/2020 - 12/9/2021 EEqaaqppchclaim Relroa�dive Date $10,000 12/09/2014 DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may ha attached If more apace Is required) OMNI CRA, as (Interest),'Is an Additional Insured as respects General Liability when required by written contract subject to the term, conditions and exclusions of the policy. CERTIFICATE HOLDER CANCELLATION - I OMNICRA 1401 N Miami Ave Miami, FL 33136 SHOULD ANY OF THE ABOVE DESCRIBED POUCIES DE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS . AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD .4coRv® CERTIFICATE OF LIABILITY INSURANCE --`...e..' _- _.. _ - -. _ _._... DATE(MNVDDITYYY) _-7/2/W21 -_ THIS CERTIFICATE IS -ISSUED AS A MATTER OF INFORMATION ONLY CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. AND -CONFERS -NO RIGHTS UPON THE CERTIFICATE EXTEND OR ALTER THE COVERAGE AFFORDED -HOLDER: THIS_ .BY THE POLICIES AUTHORIZED A CONTRACT BETWEEN THE ISSUING INSURER(S), - _ IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL, INSURED provisions or be endorsed. (f 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.certiflcate holder In lieu of such endorsement(s). , _ PRODUCER . _- - _ Marsh & McLennan Agency LLC 440D PGA Blvd, Ste. 1000 Palm Beach Gardens.FL 33410 'CONTACT - -- : -- • -- NAME: ' Sandy Pammer PHONE .• Fax - aAIC; No. E,rO': (561)'461-6358 (Arc. Noi: (561) 366-2919 ADDRESS: Sandy.Petrunger@MamhMMA.com INSURERS) AFFORDING COVERAGE NAIL# INSURERA: Sentinel Insurance Company Ltd 11000 INSURED,. _. - - - - - _ - .000KMEDIA Glickman Media Aaron Glickman 19390 Collins Ave,.#906 Sunny Isles Beach-, FL 33160'INSURER .... . --- ' .. - - INsuRJRB: - INSURERC: '. INSURER D: E: ' INSURERF: ` .COVERAGES CERTIFICATE •NUMBER:648914030 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-'- ! - - -- - --. TYPEOFINSURANCE ADM. MC SUBR WYD POLICY NUMBER • POLICY EPF�., IDDI (MMYYYY) • POLICY--EXP . (MWODIYY-YY1'--•.-- - LIMITS A' ;X COMMERCIAL GENERAL LIABILITY Y — 21SBMBW9440 ' 12/9/2020 12/9/2021 - 'EACHOCCURRENCE $ 1,000,000 .. X CLAIMS -MADE OCCUR DAMAGE TO RENTED, 4REMISES-(Ea oaorrenco)' $ 1,000.000 , MED EXP (Any one person) S 10,000 PERSONAL BADVINJURY $1,000,000 ' GENT. AGGREGATE LIMIT APPUESPER: POLICY ❑ JEcT X LOC OTHER-. _ .. - - GENERALAGGREGATE S2,000,000 PRODUCTS - COMP/OP AGG 52,000,00( S -- - - 'AUTOMOBILE * LIABILITY ANY AUTO OWNED. _ - SCHEDULED AUTOS NON -OWNED AUTOS ONLY - COMBINED SINGLE LIMIT Ma-awldent) - - $ - BODILY INJURY (Per person) S -BODILY INJURY (Par ecelderil) $ PROPERTY DAMAGE - (Per amddent)-• $ -$ A X UMBRELLAUAB • EXCESS IJAB - X OCCUR' I CLAIMS -MADE 21SBMBW9440' - - • 12/9/2020 - : 12/9/2021 • EACH OCCURRENCE •S1,000,000 AGGREGATE $ 1,000,000 ' DED I,X RETENTIONS to nnn- - - $ - - - - - WI�EN ORRS COMPENSATION, AND EMPLOYERS'LIIBIUTY Y/N, ANYPROPRIETORIPARTNEWDKECUTIVE OFF)CER/MEMBEREXCLUDEDT (Mandatory In NH) I describe under ' DESCRIPTION OF OPERATIONS below NIA ‘ - - _� - -. �' PER -- - f 011i- ' STATUTE I ER - - EJ_EACH ACCIDENT S . E.L. DISEASE- EA EMPLOYEE $ E.L. DISEASE- POLICY LIMB I $ _ A . 'Employment Practices - 21SBMBW9440 12/9/2020 ' 12/9/2021 Each claim - Aggregate Retroactive Date $10,000 '" $10,000 12/09/2014 DESCRIPTION OF OPERATIONS I LOCATIONS !VEHICLES (ACORD 101, Additional Ramerke Schedule, may be attached N more Marko la ruqulred) - - - - - City of Miami, as (Interest), Is an Additional Insured as respects General Liability when required by written contract subject to the term, conditions and exclusions of the policy. • CERTIFICATE HOLDER CANCELLATION City of Miami 444 S.W. 2nd Ave., Ste 945 Miami, FL 33130 ACORD 25 (2016/03) 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 ' ®1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD GLICKMt N MEDIA July 8, 2021 Omni Redevelopment District CEO Community Redevelopment Agency 1401 North Miami Avenue Attn: Jason Walker Executive Director Dear Jason, This letter is in reference to the Cyber Liability insurance required to produce the We Are Omni video series. We do not believe that the Cyber Liability insurance requirement applies to this project. We will simply be delivering .mp4 movie files to the Omni CRA and will not be hosting data that can be compromised. If you have questions, or concerns, please do not hesitate to contact me. Warm Regards, Aaron Glickman CEO, Glickman Media Incorporated aaron@glickmanmedia.com 305.968.3833 S..Y q#TE pF Fc.o42-1 04 �lA4vi1- DADe cojJr1 -Olt L4P.igNise go i7 PPG4 0F3 gi oaE me p,.f trNcy 8, 7oa.y + 1D ) s Pilas ah c.c`7 tC uow,� To 4l: • sI1L1t 8f ao3-I Aaron H. Glickman - (305) 968-3833 —aaron@glickmanmedia.com • MottMarvin'!M111tdi - COMMISSION t G6265fl9 DARES; Na. 29, 2022 Babied Thra Aaron Notary GLICKM N MEDIA July 1, 2021 Omni Redevelopment District CEO Community Redevelopment Agency 1401 North Miami Avenue Attn: Jason Walker Executive Director Dear Jason, This letter is in reference to the insurance required for the production of the We Are Omni video series. We do not believe that the automobile insurance and workers compensation requirements should apply to this project. There will be no company owned vehicles used throughout the duration of this project, nor will there be additional employees that require workers compensation. If you have questions, or concerns, please do not hesitate to contact me. Warrn Regards, Aaron Glickman CEO, Glickman Media Incorporated aaron@glickrnanmedia.com 305.968.3833 M111"'N\ — 0-41 S'i E mow°'' y4. S L4c..y 1- 1 a- o a. Aaron H. Glickman - (305) 968-3833 — aaron@glickmanrnedia.com Ni I A-r t t F t-°'a't'pq' Mott Marvin Kamidki kF COMMISSION # GG265229 EXPIRES: Nov. 29, 2022 Bonded Tf7ni Alan Notary Mott Marvin Komicki, Notary Public M ottKorn@iC i oud . cQ.rn 18336 Collins Avenue #127 Sunny islesBeach, Florida 33160 Cell -Text (786) 229-7999 �4�KNOWLEDGEMENT IN AN INDMDUAL CAPACITY STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing and/or attached instrument was acknowledged before me this .-gr day of Z-c.t (.•-1 , 2t Z�,_J_, by f AQ2►CP1/44 -t By means of physical presence j Produced satisfactory Identification (see below) ❑ Online Notarization 0 RON,Remote Online Notarization and/or 0 Is personally known to me. • Signed A c..d" 1. c, 1ar1 • Printed Type ¶ 1..) NI ID Number • Signed Type ID Number • Printed 1 / 1 / 1 State of Florida o Notary Public Mott M. Komicki 11 Commission Expires November 29, 2022 A Commission Number GG265229 er.4.qt, Mott Marvin Kornidci •>r COMMISSION/ 943265229 �1,ti4 n'^ Banded Piro Aaron Notary