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HomeMy WebLinkAbout23949AGREEMENT INFORMATION AGREEMENT NUMBER 23949 NAME/TYPE OF AGREEMENT VERGE AERO DESCRIPTION PROFESSIONAL SERVICES AGREEMENT/DRONE SHOW FOR CITY SPONSORED 4TH OF JULY EVENT/MATTER ID: 22- 1154/#27 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 6/14/2022 DATE RECEIVED FROM ISSUING DEPT. 6/16/2022 NOTE CITY OF MIAMI 2 391cf DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Office of Venture Miami DEPT. CONTACT PERSON: Keith A. Carswell EXT. NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Verge Aero IS THIS AGREEMENT AS A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES VSNNO TOTAL CONTRACT AMOUNT: $75,000.00 FUNDING INVOLVED? 1:' YES ❑ NO TYPE OF AGREEMENT: MANAGEMENT AGREEMENT PROFESSIONAL SERVICES AGREEMENT GRANT AGREEMENT ❑ EXPERT CONSULTANTAGREEMENT ❑ LICENSE AGREEMENT ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT OTHER: (PLEASE SPECIFY) PURPOSE OF ITEM "(BRIEF.SUMMARY) Drone show for City -sponsored 4th of July event. COMMISSION APPROVAL DATE: / / FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: In accordance with Sec. 18-72 Applications and Exclusions, this agreement for entertainment services associated with a City -sponsored event is an exclusion. ROUTING INFORMATION Date Signature/Print APPROVAL BY DIRECTOR 0045)-----Itt(671441, SUBMITTED TO RISK MANAGEMENT Digitally signed by Gomez, Frank Gomez, 1 ra n k_Date: 2022.06.10 12:36:44 -04'00' SUBMITTED TO CITY ATTORNEY (22-1154 - JCP) 06/13/22 PRINT: VICTORIA MENDEZ i SIGN rez APPROVAL BY SR ADVISOR TO THE CITY MANAGER (( ®J ZTi C( G A ` - (647.N APPROVAL BY DEPUTY CITY MANAGER RECEIVED BY CITY MANAGER GRIGINA CLERK, CM eOPY C�) j ' TTGRNEY"S OFPI ,-E' EMAINING ORIGINAL S) l EPARTME' 3�t� PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER VERGE AERO AGREEMENT This Agreement ("Agreement") is for the supply and services of a Drone Show described on the Quotation page of this document. This Agreement is between the City identified on the Quotation page, the CITY OF MIAMI, FLORIDA, a Florida municipal corporation having its principal office at 3500 Pan American Drive, Miami, Florida 33)33, ("City") and Verge Inc. ("Verge"), a Delaware, USA, corporation. Both parties acknowledge that this Agreement consists of the terms written on all pages of this document. VERGE RESPONSIBILITIES Verge agrees to7 • Design and safely operate a Drone Show on the Show Date at the location specified in Exhibit B ("Location"). • Create content for the Drone Show, subject to the capabilities of the equipment. • Secure all authorizations required by the FAA for flights in the USA. CITY RESPONSIBILITIES City agrees to provide the items specified in `Appendix A' ("Responsible Items") and understands that the Responsible Items are essential for show operation. Failure to deliver any one may result in show cancellation. TERMS OF PAYMENT The balance becomes due 30 days prior to the Show Date. In the event that the initial show date is less than 30 days in advance, payment in full is required at the time of acceptance. Payment should be sent directly to the following bank account: Wells Fargo Bank Verge Inc 420 Montgomery Street, San Francisco CA 94104 3401 Grays Ferry Ave, Philadelphia, PA 19146 SWIFT: WFBIUS6S Account number 2962444309 Wire Transfer Routing Number: ACH Routing Number: INSURANCE Verge holds a $5,000,000 aviation liability insurance policy issued by Global Aerospace, Inc. Verge shall provide the City with a certificate of insurance listing the City of Miami as an additional insured on a primary and non-contributory basis. FEES AND TAXES Price quoted excludes taxes. City is responsible for paying all government fees, taxes, withholding taxes, duties, VAT, etc., that arise from the Drone Show, importation and use of the equipment at the show location, or any other aspect of the Drone Show. SHOW SAFETY, WEATHER, GPS, AND COMMUNICATION The Pilot in Command ("PIC") is the ultimate authority regarding flight safety. Verge will only operate a show under safe conditions. Shows cannot be operated in precipitation or winds in excess of 23 miles per hour. Occasionally, drone sensors detect abnormalities and for safety reasons the flight controller may instruct affected drones to land or not takeoff. It is possible that all drones may not participate itt a show. Verge supplies spare drones in order to maximize the number of drones available for flight. A stable electromagnetic environment is critical to successful Drone Show operation. Show operations require a strong and clear GPS signal, a clear radio communication frequency (902-928MHz in North America), and no magnetic field anomalies. Without them, the Drone Show will be cancelled. City initials: Verge Inc. www.verge.acro +1.267.606.4470 3401 Grays Ferry Ave Philadelphia, Pennsylvania 19146 VERGE AERO CANCELLATION DUE TO 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 not within the control of Verge. In the event that a Force Majeure as defined herein, affects the ability of Verge to perform the Show as stated herein, the City agrees to the following: 1. Seventy-two (72) hours prior to the Show, the City has the right to postpone and/or cancel said Show, if such postponement or cancellation is effectuated, the City will pay Verge fifteen percent (15%) compensation for services rendered and City approved expenses incurred regarding the Show; or 2. Forty-eight (48) hours prior to the Show, the City has the right to postpone and/or cancel said Show, if such postponement or cancellation is effectuated, the City will pay Verge Twenty-five percent (25%) compensation for services rendered and City approved expenses incurred regarding the Show; or 3. Twenty-four (24) hours prior to the Show, the City has the right to postpone and/or cancel said Show, if such postponement or cancellation is effectuated, the City will pay Verge fifty percent (50%) compensation for services rendered and City approved expenses incurred regarding the Show. In the event that the City postpones or cancels pursuant to a Force Majeure as stipulated herein, Verge will provide a breakdown of all expenses and costs incurred in writing with supporting backup documentation for the City's approval. LIMITATION OF WARRANTY AND LIABILITY THE PROVISIONS HEREIN ARE ACCEPTED iN LiEU OF ALL OTHER LIABILITY, WARRANTY OR GUARANTY, EXPRESS OR IMPLIED, IN LAW OR IN FACT. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE EXPRESS WRITTEN PROVISIONS HEREOF Verge shall indemnify, defend and hold harmless the City and its officials and employees, for claims (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-perfommance of the services contemplated by this Agreement (whether active or passive) of Verge or its employees or subcontractors (collectively referred to as "Verge") 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 the Indemnitees, or any of them, or (ii) the failure of the Verge 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. Verge expressly agrees to indemnify, defend 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 Verge, or any of Its subcontractors, as provided above, for which the Verge's liability to such employee or former employee would otherwise be limited to payments under the state Workers' Compensation of sirnilar laws. Verge 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 Verge's negligent performance under this Agreement, compliance with which is left by this Agreement to Verge, and (ii) any and all claims, and/or suits for labor and materials furnished by Verge or utilized in the performance of this Agreement or otherwise. Verge's obligations to indemnify, defend and hold hamrless the Indemnitees shall survive the termination/expiration of this Agreement. CHOICE OF LAW This agreement shall be governed by, and construed in accordance with, the laws of the State of Florida . In the event of litigation, the place of venue shall be in the City of Miami Dade County, Florida. Verge Inc. www.verge.acro +1.267.606.4470 3401 Grays Ferry Ave Philadelphia, Pennsylvania 19146 VERGE AERO ENTIRE AGREEMENT This Agreement contains the entire understanding and agreements between the parties hereto respecting the within subject matter, and there are no representations, agreements, arrangements, or understandings, oral or written, between and among the parties hereto relating to the subject matter of this Agreement. Appendix A City Responsibilities "RESPONSIBLE ITEMS": • A secure dedicated Take Off and Landing Zone ("TOLZ") for the drones. All spectators and non -flight crew personnel must always remain a minimwn of 100 feet away from any drone. • A secure Flight Operations Area (FOA) which includes the area in which Drone Show occurs along with a surrounding Safety Zone. SZ dimensions are determined by the altitude at which the drones fly; the exact location and dimensions of the FOA and SZ are to be agreed in advance by Verge and City. Only flight crew personnel are allowed in the FOA and SZ during flight. City is responsible for establishing and maintaining a secure perimeter for the FOA and SZ. • A site plan showing location of spectators and FOA options no later than thirty (30) days prior to Show Date. • Final approval of show site layout and show time one (1) week prior to the Drone Show. • Final approval of show content no later than 48 hours prior to the Drone Show. • Full access to show sitc at least six (6) hours prior to show time. • Local accommodation for Vergc staff members. Three (3) rooms, for the duration of two (2) night stay. • Authorization for use of any logos or images used in the Drone Show. • Power at the TOLZ for operating radio and control equipment during flights. • A secure storage area for the drones when not in use. • A secure temperature -controlled room with power for charging batteries and 24 hour access for Verge personnel. • If the TOLZ is on a grass surface, ensure that the grass is cut to a level so that the blades are no more than two inches from the ground. '-----) City initials: k.-- Verge Inc. www.verge.acro +1.267.606.4470 3401 Grays Ferry Ave Philadelphia, Pennsylvania 19146 Verge Inc. VERGE /\ERO Appendix B Location Peacock Park, City of Miami, Florida Red line indicates Flight Operations Area Aqua line indicates Drone Show Area www.verge.aero +1.267.606.4470 3401 Grays Ferry Ave Philadelphia, Pennsylvania 19146 City initials: IN WITNESS WHEREOF, the parties hereto cause to these presents to be signed on the date first written above. AGREED AND ACKNOWLEDGED this day of CITY OF MIAMI: AR ORIEGA V. CITY MA AGER CITY OF MIAMI, FLORIDA Attest: TODD B. HA CITY CLERK CITY OF MIAMI, FLORIDA APPROVED AS TO FORM AND LEGAL SUFFICIENCY: A MENDBZ CITY ATTORNEY CITY OF MIAMI, FLORIDA (JCP - 22-1154 - Verge Aero - Drone Show - July 4, 2022) , 2022. ON BEHALF OF VERGE, INC.: NAME dA / TITLE ✓r 7 N VERGE, INC( APPROVED AS TO INSURANCE REQUIREMENTS: Gomez Digitally signed by i Gomez, Frank Frank Date: 2022.06.10 12:37:25 -04'00' ANN-MARIE SHARPE RISK MANAGEMENT CITY OF MIAMI, FLORIDA 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 (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. Verge Inc. www.verge.aero 3401 Grays Ferry Ave Philadelphia, Pennsylvania +1.267.606.4470 19146 VERGE AERO Quotation City: City Of Miami, Florida Quote Number: 2107 3500 Pan American Drive Date: 19/05/2022 Miami, Florida 33133 Quote Expires: 10/06/2022 Show Date: Location: Jul 4, 2022, 10PM Peacock Park 2820 McFarlane Rd Miami, FL 33133 Drone Show Description Verge Aero will provide a 10 min, 150 drone light show on July 4th. Cost Drones $75,000.00 Creative Services Included Production (labor, travel, freight, etc) Included Total $75,000.00 City initials: Verge Inc. www.verge.aero +1.267.606.4470 3401 Grays Ferry Ave Philadelphia, Pennsylvania 19146