Sponsorship Agreement for the Publication of Miami Beach: A Centennial History RciE
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SPONSORSHIP AGREEMENT FOR THE PUBLICATION OF
Miami Beach: A Centennial History
This Sponsorship Agreement for the publicatil •' book, Miami Beach: A Centennial
History, is entered into this 30 day of _!0 A J _ , 2015 (Effective Date) by and
between Arva Parks & Company, a Florida corporation, aving its principal place of business at
1601 South Miami Avenue, Miami, Florida, 305 854-8087, City of Miami Beach, Florida, a
Florida municipal corporation, having its principal place of business at 1700 Convention Center
Drive, Miami Beach, FL 33139, and Howard Kleinberg and Carolyn Klepser, having their
principal place of business at_(Kleinberg) 14520 S.W. 79 Court Miami, Florida 33158, (Klepser)
2445 Lake Pancoast Drive Apt. C Miami Beach, Florida 33140.
The Following proposal has been carefully prepared for the consideration of:
The City of Miami Beach, Florida
1. PRODUCTION SPECIFICATIONS
Miami Beach: A Centennial History (the Centennial Book) will include a newly designed
reprint of the original book titled, Miami Beach a History (1994), plus two new chapters that will
continue Miami Beach's history up to the City's centennial year (Additional Chapters). It will
follow the original book's scholarly style including the use of primary sources, footnotes and
bibliography. It will be an 8 1/2 x 11 hard cover book comprised of approximately 288 pages
(plus or minus 8 pages) in full color. Two to three hundred photographs will be featured. The
City of Miami Beach agrees to supply photographs of the last twenty years (City Photographs).
The photographs may be provided in digital or hard copies. All Photographs and other
contributions made by the City in connection with the production and publication of the
Centennial Book shall be referred to herein as City Materials. The Centennial Book shall be
case bound, will have a photographic image printed onto the end sheets, a foil stamping
application on the spine and front cover and a glossy, four-color dust jacket.
2. AUTHORS
Howard Kleinberg and Carolyn Klepser (collectively Authors) shall be responsible for
writing the Additional Chapters and any other requisite revisions to the Centennial Book
pursuant to the terms of this Sponsorship Agreement. Additionally, Authors shall cooperate in
connection with all Marketing and Promotional events.
3. PUBLISHER
Arva Parks & Company f/k/a Centennial Press (Publisher) will produce (edit, design,
layout and print) Miami Beach:A Centennial History. It will also market and sell to retailers.
4. SPONSOR
The book will be sponsored by the City of Miami Beach (the City or Sponsor) that will receive
2,000 copies in connection with its sponsorship and can receive additional copies, at cost, for so
long as the Centennial Book is in print.
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5. TITLE AND CONTENT APPROVALS
A. The undersigned parties have approved the title of the book as "Miami Beach: A
Centennial History". Any change in the title shall require the written approval of
the City Manager;
B. The undersigned parties shall collaborate upon which City Photographs will be
included in the publication of the Centennial Book.
C. Authors and Publisher shall submit the following drafts of the Centennial Book for
review and comment, in writing, by the City Manager:
1. a detailed outline of the Additional Chapters within ninety (90) days from
the Effective Date of this Sponsorship Agreement;
2. a copy of the initial draft of the Additional Chapters of the book (inclusive
of all illustrations) within 150 days from the Effective Date of this
Sponsorship Agreement, for the City Manager's review and comments;
and
3. a copy of the final draft of the Centennial Book (inclusive of all
illustrations), shall be submitted to the City Manager within 180 days from
the Effective Date of this Sponsorship Agreement and prior to submittal to
publishing.
D. All work shall be original;
E. Authors and Publisher warrant and represent that the work will not infringe
on any third-party rights or contain material which is defamatory, or
constitutes an invasion of privacy.
6. MARKETING & PROMOTION
Howard Kleinberg and Carolyn Klepser will be available for speaking, media contacts
and book signing events (Marketing and Promotional events). Authors agree to attend the
Centennial Book release and public book signing(s) at mutually agreed upon dates, times and
locations within Miami-Dade County, Florida, with at least 2 events within the City. The City shall
coordinate the scheduling of the Centennial Book release and signing events with the Authors
thirty (30) days in advance. Authors shall make themselves available but will not be
compensated for their appearance(s) at said events. All Marketing and Promotional events or
materials shall be subject to the prior written approval of the City Manager.
Book plates, adapted to the sponsor's promotional logo, shall be made available for gift
copies at cost for so long as the Centennial Book is in print.
7. FINANCIAL
Miami Beach:A Centennial History will be larger and in four color. The retail price for the
revised book will be $45.00.
8. SPONSORSHIP
Retail price: $45.00
City of Miami Beach shall pay the total sum of $80,000 (Sponsorship payment), payable
as more particularly set forth in the Payment Terms section herein, representing the stipend
which includes 2,000 hard cover copies @ at $40.00 (City's Books). The City, at its sole
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discretion, shall have the option of selling the City's Books, at the retail price, donating them, or
gifting them.
9. DELIVERY
The first 2,000 books printed shall be delivered in bulk to City of Miami Beach do Jimmy
L. Morales, City Manager.
10.TERMS
A. 20% Deposit ($16,000) due upon Effective Date;
B. 10% ($8,000) due upon review and comment, in writing, by City Manager of
the detailed outline of the content of the Additional Chapters and any other
modifications/additions which will be contained in the Additional Chapters;
C. 10% ($8,000) due upon the review and comment of the initial draft of the
Centennial Book (inclusive of all illustrations);
D. 10% ($8,000) due upon the review and comment by the City Manager of the
final draft of the Centennial Book (inclusive of all illustrations), prior to
submittal to publishing; and
E. 50% ($40,000) due upon delivery of the initial 2000 Centennial Books.
11.OWNERSHIP RIGHTS OF PRODUCTION, RECORDATION OF CENTENNIAL BOOK;
AND COPYRIGHT, PATENT, TRADEMARK
A. Publication Rights. The Sponsor grants and assigns to the Publisher the
exclusive right to print, reprint, publish, reproduce, distribute and sell the
Centennial Edition throughout the United States and all other countries in
which copyright may be secured during the full term of the copyright and all
renewals thereof. The City shall retain all of its rights in and to the City
Photographs; however, the City shall authorize the Authors and Publisher to
use said City Photographs, solely in connection with the production and
publication of the Centennial Edition.
B. Authors and Publisher, jointly and severally, agree that all work performed
under this Sponsorship Agreement shall comply with all applicable patent,
trademark and copyright laws, rules, regulations and codes. The Authors and
Publisher further agree that the Centennial Edition will not utilize any
protected, patented, trademarked or copyrighted materials unless Authors
and/or Publisher have obtained proper permission and all releases in
connection with said use.
C. If the Authors or Publisher use any protected material, process or procedure,
Authors and Publisher shall disclose such patent, trademark or copyright in
the Centennial Edition.
D. Use of City Seal. Authors and Publisher shall not use the name or official seal
of the City in any promotional material without the prior written consent of the
City Manager.
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E. Recognition of City as Sponsor. The Centennial Edition shall recognize the
City of Miami Beach as the Sponsor of the book inside the cover of each
printed copy.
12.ASSIGNMENT
The rights of each party under this Sponsorship Agreement are personal to that party and
may not be assigned or transferred to any other person, firm, corporation, or other entity without
the prior, expressed, and written consent of the other party.
13.INDEPENDENT CONTRACTOR
Except as expressly provided for in this Sponsorship Agreement, Authors and/or
Publisher are not authorized to act as the City's Agent hereunder and shall have no authority,
expressed or implied, to act for or bind the City hereunder, either in Authors' or Publisher's
relations with sub-Consultants, or in any other manner whatsoever.
14.INDEMNIFICATION
Authors, jointly and severally, agree to indemnify and hold harmless the City, and its
officers, employees and agents, from and against any and all actions, claims (including
copyright, patent or trademark infringement claims), liabilities and expenses, including, but not
limited to, attorney's fees, for personal, economic or bodily injury, wrongful death, loss of or
damage to property, at law or in equity, which may arise or be alleged to have arisen from the
negligent acts, errors, omissions or other negligent conduct of the Authors, their employees,
agents, sub-consultants, or any other person or entity acting under the Authors' control, in
connection with the Authors' performance under this Sponsorship Agreement; and to that
extent, Authors shall pay all such claims and losses and shall pay all such costs and judgments
which may issue from any lawsuit arising from such claims and losses, and shall pay all costs
and attorneys' fees expended by the City in the defense of such claims and losses, including
appeals. The parties agree that one percent (1%) of the sponsorship funds for performance
under this Sponsorship Agreement is the specific consideration given from the City to the
Authors' indemnity agreement.
Publisher agrees to indemnify and hold harmless the City, and its officers, employees
and agents, from and against any and all actions, claims (including copyright, patent or
trademark infringement claims), liabilities and expenses, including, but not limited to, attorney's
fees, for personal, economic or bodily injury, wrongful death, loss of or damage to property, at
law or in equity, which may arise or be alleged to have arisen from the negligent acts, errors,
omissions or other negligent conduct of the Publisher, its employees, agents, sub-consultants,
or any other person or entity acting under the Publisher's control, in connection with the
Publisher's performance under this Sponsorship Agreement; and, to that extent, the Publisher
shall pay all such claims and losses and shall pay all such costs and judgments which may
issue from any lawsuit arising from such claims and losses, and shall pay all costs and
attorneys' fees expended by the City in the defense of such claims and losses, including
appeals. The parties agree that one percent (1%) of the sponsorship funds for performance
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under this Sponsorship Agreement is the specific consideration given from the City to the
Publisher's indemnity agreement.
15.TERMINATION
A. Termination for Cause. If the Authors or Publisher shall fail to fulfill in a timely
manner, or otherwise violate, any of the covenants, agreements, or stipulations
material to this Sponsorship Agreement, the City, through its City Manager, shall
thereupon have the right to terminate this Sponsorship Agreement for cause. Prior to
exercising its option to terminate for cause, the City shall notify the Authors or
Publisher of their violation of the particular term(s) of this Sponsorship Agreement, and
shall grant the Authors or Publisher, as applicable, ten (10) days to cure such default.
If such default remains uncured after ten (10) days, the City may terminate this
Sponsorship Agreement without further notice to Authors or Publisher, as applicable.
Upon termination, the City shall be fully discharged from any and all liabilities, duties,
and terms arising out of, or by virtue of, this Sponsorship Agreement.
Notwithstanding the above, the Authors or Publisher, as applicable, shall not be relieved
of liability to the City for damages sustained by the City by any breach of the
Sponsorship Agreement by the Authors or Publisher, as applicable. The City, at its sole
option and discretion, shall be entitled to bring any and all legal/equitable actions that it
deems to be in its best interest in order to enforce the City's right and remedies against
the Authors or Publisher, as applicable. The City shall be entitled to recover all costs of
such actions, including reasonable attorneys' fees.
B. Termination for Convenience of the City., THE CITY MAY ALSO, THROUGH
ITS CITY MANAGER, AND FOR ITS CONVENIENCE AND WITHOUT CAUSE,
TERMINATE THE SPONSORSHIP AGREEMENT AT ANY TIME DURING THE
TERM BY GIVING WRITTEN NOTICE TO AUTHORS AND PUBLISHER OF
SUCH TERMINATION, WHICH SHALL BECOME EFFECTIVE WITHIN
THIRTY (30) DAYS FOLLOWING RECEIPT BY THE AUTHORS AND
PUBLISHER OF SUCH NOTICE. IF THE AGREEMENT IS TERMINATED FOR
CONVENIENCE BY THE CITY, THE CITY SHALL BE RESPONSIBLE FOR
MAKING ALL SPONSORSHIP PAYMENTS WHICH HAVE
ACCRUED/BECOME DUE AS OF THE DATE OF THE TERMINATION,
FOLLOWING WHICH THE CITY SHALL BE DISCHARGED FROM ANY AND
ALL LIABILITIES, DUTIES, AND TERMS ARISING OUT OF, OR BY VIRTUE
OF, THIS SPONSORSHIP AGREEMENT.
Upon termination of this Sponsorship Agreement, all City Materials shall be forthwith
returned to the City.
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16.GOVERNING LAW AND WAIVER OF JURY TRIAL
It is agreed that this Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Florida. City and Author expressly waive any rights
either party may have to a trial by jury of any civil litigation related to, or arising out of, this
Agreement.
17.NOTICES AND ATTORNEYS' FEES
Any notices to be made hereunder shall be made in writing and shall be sent by hand
delivery, overnight courier or certified United States mail, return receipt requested, with postage
prepaid to the address indicated in this Sponsorship Agreement for each party.
If any action is filed in relation to this Sponsorship Agreement, including Appellate
proceedings, the prevailing party in the action shall be entitled to collect reasonable and
documented attorney's fees and costs in connection with the prosecution of said action.
18.PARTIAL INVALIDITY
The invalidity of any portion of this Sponsorship Agreement shall not be deemed to affect
the validity of any other provision. If any provision of this Sponsorship Agreement is held to be
invalid, the parties agree that the remaining provisions shall be deemed to be in full force and
effect, if they have been executed by both parties subsequent to the expungement of the invalid
provision.
19.ENTIRE AGREEMENT
This Sponsorship Agreement shall constitute the entire agreement between the parties
and any prior understanding or representation of any kind preceding the date of this
Sponsorship Agreement shall not be binding upon either party except to the extent incorporated
in this Sponsorship Agreement.
20.MODIFICATION
Any modification of this Sponsorship Agreement or additional obligations assumed by
either party in connection therewith shall be binding only if placed in writing and signed by each
party or an authorized representative of each party.
CITY OF MIAMI BE i.CH, FLORIDA, ARVA PARKS & COMPANY,
a Flori•a municipal ; orporation a Flora I orporation 0
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By: 1 my L. o a es By: Arva Moore Parks,
Ci A Manager a/k/a Arva M. McCabe
Title: President
Date 10 I I t s Date 9 -7 d - af'J
ATTEST: APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
Rafa 1 E. Gransdo,City Clerk
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City ry A orney 1`� to
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AUTHORS:
Howard Kleinberg Carolyn Klepser
Date I Date 3 Za
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