South Beach Mango Festival - Sponsorship Agreement 0 30373
SOUTH BEACH MANGO FESTIVAL -SPONSORSHIP AGREEMENT
THIS AGREEMENT is made and entered into this 9 day of AU 6 ,2018 ("Effective Date"), by and
between the City of Miami Beach, Florida, a municipal corporation with offices at 1700 Convention Center
Drive, Miami Beach, Florida 33139(the"CITY")and South Beach Mango Festival LLC, a Florida limited liability
company, with offices at 20340 NE 15th Court, Miami, FL 33139-33000("Event Organizer").
WITNESSETH:
WHEREAS,the CITY desires to sponsor the"2018 South Beach Mango Festival"(the"Event"),a special
event registered with the CITY pursuant to Special Events Permit Number 201820, which Event will take place
on August 5, 2018 in Lummus Park Beach between 11"and 12'Streets,west of the berm,as more specifically
set forth in Exhibit"A"attached hereto and incorporated herein by reference(the"Event Site"); and
WHEREAS, Event Organizer shall produce, promote and host the Event in Miami Beach; and
WHEREAS, on July 2, 2018, the Mayor and City Commission adopted Resolution No. 2018-30373,
which, in pertinent part, accepted the recommendation of the Finance and Citywide Projects Committee, and
waived the special event permit fees for the Event, in the amount of$29,323.25.
NOW, THEREFORE, in consideration of the mutual promises and covenants made herein, CITY and
Event Organizer agree as follows:
• The above recitals are true and correct and are incorporated by reference herein.
• The term of this Agreement will commence on the Effective Date set forth above, 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 on August 5, 2018, rain or shine.
• Event Organizer shall be solely responsible for producing and promoting all aspects of the Event,
including 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 the "2018 South Beach Mango
Festival". Event Organizer is responsible for the conduct and operation of the Event and will provide the
appropriate officials to conduct the Event. The CITY is under no obligation to fund subsequent "2018
South Beach Mango Festival' events.
• 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.
• 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.
• 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 accordance with all applicable laws, and without endangering others
or violating their rights.
• Event Organizer shall provide a public benefit program to be made available to senior citizens, individuals
serving in the military, military veterans, individuals with disabilities, and children who qualify as City of
Miami Beach residents. Children are defined as individuals seven (7) years of age and younger; senior
citizens are defined as individuals sixty-five (65) years and older; and military veterans are defined as
individuals who have served in the military.The Event's public benefit program shall include the following:
• a 25% discount on the cost of admission for Miami Beach residents;
• a 50% discount on the cost of admission for senior citizens, individuals serving in the military, military
veterans, and individuals with disabilities; and
• free entry for children seven years and younger.
The Event Organizer must provide to the City,within 30 days of the completion of the Event,a Final Report,
which report shall include third-party verification of Event outcomes including, without limitation, the
following:
• Event attendance figures;
• the implementation of the public benefit program (e.g., statistics indicating how many City residents,
senior citizens, individuals serving in the military, military veterans, individuals with disabilities, and
children were served);
• Media coverage of the Event and media impressions generated by the Event;
• Vendor and community feedback; and
• Number of City room nights generated by the Event.
• Event Organizer will also tag the CITY on all digital distribution, also referred to as social media, regarding
Event. Event Organizer's digital distribution shall consist of high quality content relevant to Event attendees.
Digital distribution postings shall be done in English and Spanish,where relevant.
• The CITY shall receive sponsorship recognition on all media or promotional platforms related to the Event,
at the same sponsorship level as other sponsors providing financial or other support comparable to the
City's Sponsorship.
• 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.
• All promotional materials which include the CITY's name or logo, including, without limitation, advertising,
telecasts, signage and social media publications shall be subject to CITY's prior written approval,which
approval may be withheld at CITY's discretion. Event Organizer shall cease using all 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:
• Event Organizer shall arrange for vendor concessions within the Event Site. Event Organizer may
serve and/or offer for sale mango-infused alcoholic beverages, water, and soft drinks. All beverage
sales must be in compliance with that certain Agreement, dated March 14, 2012, between the CITY
and Coca Cola Beverages Florida, LLC,and Coca Cola North America. Event Organizer will collect all
proceeds from Event Organizer's vendor concessions. CITY shall have no responsibility, obligation or
liability relating to vendor concessions. Event Organizer shall be solely responsible for ensuring that
all vendor-provided services are in accordance with all applicable laws,including,without limitation,all
food service, food handling, and alcoholic beverage and license regulations.
• 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.
• Event Organizer shall retain any and all rights to the Event related apparel and/or equipment sales.
• Event Organizer shall keep the CITY apprised, 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.
• 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
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magazine or any CITY media outlets, such as MBTV. This section shall survive the termination or
expiration of this Agreement.
• Event Organizer shall purchase and 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.
• 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.
• 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 Event 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.
• 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, in a total amount not to exceed $29,323.25
including special event application fees, permit fees, vehicle beach access passes, square footage fees,
and Lummus Park user fees.
• Events of Default, Termination of Agreement and Remedies.
a) The following shall constitute events of default:
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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.
• 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.
• 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, auditor have audited,all the financial records of the
Event Organizer related to this Agreement.
• 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.
• 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.
• 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.
• 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 third party that it is acting as an agent, representative or on
behalf of CITY for any purpose or in any manner whatsoever.
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IN WITNESS WHEREOF, the Parties or their duly authorized representatives hereby
execute this Agreement on the date written below.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
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By: By: ChLt! ;-1'i2 Jnr
Rafa I E. ado Jimmy L. Mors
City Clerk City Manager
Date: Ar-r i4.4"ety
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FOR EVENT ORGANIZER: SOUTH BEA H MAN I FESTIVAL LLC
ATTEST: By: , 1.
Robert' ansbu•h
Manager
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