Sponsorship Agreement for Aqua Foundation/Aqua Girl Festival gotX'- 304-/2-1
AQUA FOUNDATION/AQUA GIRL FESTIVAL - SPONSORSHIP AGREEMENT
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THIS AGREEMENT is made and entered into this day of AV61-1-17, 2018, by and
between the City of Miami Beach, Florida, a municipal corporation (the "CITY") and Aqua
Foundation for Women, Inc., a Florida corporation ("Event Organizer") with offices at 1951 NW
7'h Avenue, Suite 600, Miami, Florida 33136.
WITNESSETH:
WHEREAS, the CITY desires to sponsor the "Aqua Girl " (the "Event"), that will take
place from September 27 to October 1, 2019; and
WHEREAS, Event Organizer shall produce, promote and host Aqua Girl on Miami
Beach; and
WHEREAS, on this day of, 2018, the Mayor and CITY Commission adopted Resolution
No. 2018-30421, approving and waiving specific municipal fees related to the Event, including
the special event application fee of $250.00, permit fee of $250.00, and Police Administrative
fees of $480.00, with such fee waivers in the total amount of $980.00; and to provide funding
in the amount not-to-exceed $35,000, as a sponsorship to be paid directly to Event Organizer
to offset the costs of the Event.
NOW, THEREFORE, in consideration of the mutual promises and covenants made
herein, CITY and Event Organizer agree as follows:
1. The above recitals are true and correct and are incorporated by reference herein.
2. The term of this Agreement will commence on the date of execution of this Agreement,
and shall expire following the conclusion of the Event and Event Organizer's completion of
all of its obligations hereunder. It is hereby understood that the Event shall be held rain or
shine.
3. Event Organizer shall be solely responsible for producing and promoting all aspects of
the Event, securing private sponsors and vendors to participate in the Event. The parties
hereby agree that at all times the Event shall be known and promoted under the title of
"Aqua Girl". Event Organizer is responsible for the conduct and operation of the Event
and will provide the appropriate staffing to conduct the Event. The CITY is under no
obligation to fund subsequent"Aqua Girl" events.
4. The term "Event" as used herein shall include the event designated above and as set forth
in Exhibit "A". Further, CITY shall not be a party to any independent contracts that the
Event Organizer may enter into with other organizations, contractors, or participants in the
Event and/or supporting activities, nor shall CITY be liable to such third parties. Event
Organizer shall not represent that it is an agent, official, authorized representative or
employee of CITY.
5. Event Organizer shall be responsible for any and all compensation that may be due to any
and all performers, entertainers, vendors, organizations, event sanctioning bodies,
vendors, and participants, and CITY shall have no such responsibility, obligation or
liability. CITY shall not be responsible or liable to competitors for prize money payments,
or to any third party for any aspect of the production of the Event.
6. Warranties. Event Organizer warrants and represents that it has all necessary rights,
authority, licenses and permits necessary to enter into this Agreement, to grant the rights
and licenses herein granted, and to carry out its responsibilities as set forth herein. Event
Organizer shall utilize the sponsorship benefits and conduct and operate the Event in
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accordance with all applicable laws, and without endangering others or violating their
rights.
7. Event Organizer shall provide a public benefit program to be made available to senior
citizens and children that qualify as CITY of Miami Beach residents. Children are defined
as individuals twelve years (12) and younger; senior citizens are defined as individuals
sixty-five (65) years and older; and a veteran is defined as individuals who have served in
the military. The Event's public benefit shall include the following:
• A voter education presentation.
• A 20% discount to all Miami Beach residents through September 1, 2018.
• The Event Organizer must provide, within 30 days of the completion of the event, a
Final Report, detailing:
o Details of the public benefit; how many residents, seniors, and children were
served
o Media coverage
o Vendor and community feedback
o Hotel room occupancy report
8. Event Organizer will also tag CITY on all digital distribution, also referred to as social
media, regarding event of high quality content relevant to mainstream mango enthusiast.
Digital distribution postings shall be done in English and Spanish, where relevant.
9. Event Organizer will use logo provided by CITY on all event advertising efforts leading up
to the event. This includes local television partners, social media campaigns, radio efforts,
and local newspaper.
10. Event Organizer shall cease using all City logos or other CITY marks upon the expiration
of the term. Additionally, CITY reserves the right to require the removal of its logo/marks
from any promotional materials. This paragraph shall survive the expiration of this
Agreement. Event Organizer is responsible for the following:
11. All sales of soft drinks must be in compliance with the CITY's Coca-Cola contract. Event
Organizer will collect all proceeds from the concessions. CITY shall have no responsibility,
obligation or liability relating to vendor concessions. Event Organizer shall be solely
responsible for ensuring that all vendors provided services are in accordance with all
applicable laws, including, without limitation, all food service, food handling, and alcoholic
beverage and license regulations.
12. Event Organizer shall be responsible for handling all media vendors and organizations and
will be solely responsible for handling all issues relating to the media vendors.
13. Event Organizer shall retain any and all rights to the Event related apparel and/or
equipment sales.
14. Event Organizer shall keep the CITY appraised, on a monthly basis, of its progress with
respect to the activation of the Event. CITY, at its sole discretion, may monitor and
conduct an evaluation of Event Organizer's implementation of the Event. Event Organizer
agrees to cooperate with CITY to promptly address any deficiencies or concerns the CITY
may have in connection with the Event.
15. Event Organizer hereby grants CITY a non-exclusive license and right to use the title of the
Event or any footage of the Event, in connection with any CITY produced publication,
including the CITY produced magazine or any CITY media outlets, such as MBTV. This
section shall survive the termination or expiration of this Agreement.
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16. Event Organizer shall either obtain, or cause for its event producer to obtain, all required
Event Insurance policies for General Liability coverage in the amount of at least
$1,000,000.00 General Aggregate: $1,000,000.00 Products/Completed Operations,
$1,000,000.00 Personal and Advertising Injury, $1,000,000.00 per occurrence, covering
CITY, and all participants, no later than 10 days prior to the Event, and provide a
CERTIFICATE OF INSURANCE to the CITY'S Risk Manager. Event Organizer shall also
provide liquor liability insurance in the amount of $1,000,000.00 and Host liquor liability
insurance in the amount $1,000,000.00. All insurance policies shall name CITY as
additional insured and Certificate Holder.
17. Event Organizer shall obtain all applicable federal, state and local approvals, permits and
licenses relating to the Event and any activities related thereto. Event Organizer shall
maintain its good standing in accordance with the laws of the State of Florida and the
CITY of Miami Beach Code of Ordinances ("CITY Code"), and shall comply with any
federal, state, county or CITY Code requirement applicable to Event Organizer or to the
Event Organizer's operation its business or other activities in the CITY of Miami Beach,
including, without limitation, obtaining any Certificate of Use or Business Tax Receipt(s)
that may be required for any business activity, timely making payment of all taxes, fees or
charges that may be due to the CITY. Event Organizer shall promptly take corrective
action to correct any CITY Code violation or notice of violation issued by any governmental
agency with jurisdiction over Event Organizer. Further, Event Organizer agrees to comply
with the terms and conditions of any lease, contract, or other grant agreement that Event
Organizer may have separately entered into with the CITY, if any ("Other CITY
Contracts"). Any failure by Event Organizer to comply with any provision of the CITY
Code applicable to Event Organizer, or any breach or default by the Event Organizer of
any covenant or other term or condition contained in any Other CITY Contracts (after the
passage of any applicable notice and cure provision set forth therein), shall, at the option
of the CITY, be considered an event of Default (as such term is defined more fully below),
in which event the CITY shall be entitled (but in no event required) to apply all rights and
remedies available to the CITY under the terms of this Agreement by reason of an Event
Organizer's breach or failure to comply with said obligations.
18. Event Organizer shall indemnify and hold harmless the CITY and its officers, employees,
agents, and contractors, from and against any and all actions (whether at law or in equity),
claims, liabilities, losses, expenses, or damages, including, without limitation, attorneys'
fees and costs of defense, for personal, economic, or bodily injury, wrongful death, or loss
of or damage to property, which the CITY or its officers, employees, agents, and
contractors may incur as a result of claims, demands, suits, causes of action or
proceedings of any kind or nature arising out of, relating to, or resulting from the
performance of this Agreement by Event Organizer or its officers, employees, agents,
servants, partners, principals or contractors, or Event Organizer's use of the Stadium Site.
Event Organizer shall pay all claims and losses in connection therewith and shall
investigate and defend all claims, suits, or actions of any kind or nature in the name of the
CITY, where applicable, including appellate proceedings, and shall pay all costs,
judgments, and attorneys' fees which may issue thereon. Event Organizer expressly
understands and agrees that any insurance protection required by this Agreement, or
otherwise provided, shall in no way limit its obligation, as set forth herein, to indemnify,
hold harmless, and defend the CITY or its officers, employees, agents, and contractors as
herein provided.
19. Subject to Event Organizer's compliance with its obligations under this Agreement, CITY is
responsible for the following:
a) CITY shall waive special permit fees related to the Event.
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b) CITY shall make payment of$35,000, as a sponsorship, to be paid directly to
Event Organizer to offset event production costs.
20. Events of Default, Termination of Agreement and Remedies.
a) The following shall constitute events of default:
1) Any material misrepresentation, written or oral, made by Event Organizer
and/or its representatives to CITY.
2) Failure by Event Organizer to timely perform and/or observe any of the terms
and conditions of this Agreement.
3) Insolvency or bankruptcy on the part of Event Organizer.
b) The occurrence of any event of default by Event Organizer may, at the sole option
of CITY, operate as an automatic forfeiture of any rights or benefits conferred
under this Agreement, and accordingly, CITY reserves the right to revoke the fee
waivers or discontinue the funding provided for herein.
c) In the event that Event Organizer is in default of any of its obligations under this
Agreement, CITY reserves all legal remedies available to it, including but not
limited to termination of this Agreement, upon ten (10) days written notice to Event
Organizer. In the event of any such termination, CITY shall have no further
obligation or liability to Event Organizer.
21. Event Organizer shall not assign its rights or obligations under this Agreement without the
CITY's consent. Any purported assignment in violation of this section shall be void, and
shall constitute an event of default hereunder.
22. Event Organizer shall keep accurate and complete books and records of all receipts and
expenditures relating to this Agreement, in accordance with reasonable accounting
standards, and shall retain such books and records for at least four (4) years after
completion of the Event. At the request of the CITY, Event Organizer shall provide the
CITY (and/or its designated representatives) reasonable access to its files, records and
personnel during regular business hours for the purpose of making financial audits,
evaluations or verifications, program evaluations, or other verifications concerning this
Agreement, as the CITY deems necessary. Furthermore, the CITY may, at its expense,
audit or have audited, all the financial records of the Event Organizer related to this
Agreement.
23. This Agreement shall constitute the entire agreement between the parties, and no
warranties, inducements, considerations, promises or other references shall be implied or
impressed upon this Agreement that are not expressly addressed herein.
24. This Agreement shall be governed as to performance and interpreted in accordance with
the laws of the State of Florida. Any claim or dispute arising out of the terms of this
Agreement shall be litigated in Miami-Dade County, Florida.
25. It is expressly understood and agreed that this Agreement is for the duration of this Event
only and that Event Organizer has no right or privilege other than that expressly provided
herein.
26. Event Organizer agrees that nothing herein contained is intended or should be construed
as in any way creating or establishing the relationship of partners of joint ventures
between CITY and Event Organizer. In no event shall Event Organizer represent to any
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third party that it is acting as an agent, representative or on behalf of CITY for any purpose
or in any manner whatsoever.
IN WITNESS WHEREOF, the Parties or their duly authorized representatives hereby
execute this Sponsorship Agreement on the date written below.
ATTEST:
CITY OF ‘iIAMI BEAC LORIDA
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