Sponsorship Agreement with ITF Licensing (UK) Ltd gold_ 3oSa7
SPONSORSHIP AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH, FLORIDA
AND
ITF LICENSING(UK) LTD
THIS AGREEMENT is made and entered into this 4 day of ecreekk, 2018, , by and between the
City of Miami Beach, Florida, a municipal corporation("CITY")and ITF Licensing(UK), Ltd.,with offices at Bank
Lane, Roehampton, London, SW 15 5XZ("Event Organizer")(each, a"Party" and collectively, the"Parties").
WITNESSETH:
WHEREAS, the CITY desires to sponsor the 2019 ITF Young Seniors World Individual and Team
Championships for 35 ,40 and 45 year olds (the "Event"), a special event registered with CITY under permit
number[ ], that will take place at Flamingo Park Tennis Center and North Shore Tennis Center
(the "Event Sites"), on Miami Beach, for two consecutive weeks, including two consecutive practice days
beginning 18th October to 25th October, 2019("Team Championships"), and from 26th October to 2nd November,
2019("Individual Championships"); and
WHEREAS, Event Organizer shall produce, promote and hold the 2019 ITF Young Seniors World
Individual and Team Championships in Miami Beach; and
WHEREAS, on December 13, 2017, the Mayor and City Commission approved Agenda Item R9P, to
provide, among other items, support to Event Organizer in its production of the Event by providing funding in
the amount of $100,000, to be paid directly to Event Organizer to offset expenses for producing and
presenting this world tennis tournament in the City of Miami Beach.
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 the last party signs this Agreement, and shall expire
following the conclusion of the Event and Event Organizer's completion of all of its obligations hereunder.
The event dates are, 18th October to 25th October,2019("Team Championships"),and from 26th October to
2nd November, 2019("Individual Championships"), and while the final special events permit is still under
review, it is hereby understood that the Event shall be held on the event dates subject always to an event,
or events, of Force Majeure, as described in Section 23 below).
3. Event Organizer shall be responsible for producing all aspects of the Event, promoting the Event, and
arranging for all athletes and teams 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 "ITF Young Seniors World Individual and
Team Championships." 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 events.
4. Event Organizer shall be responsible for any and all compensation that may be due to any and all athletes,
teams,organizations,event sanctioning bodies,vendors, participants and competitors 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.
5. Each Party 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.
6. The person signing this Agreement on behalf of Event Organizer represents and warrants that he or she
is duly authorized and has legal capacity to execute and deliver this Agreement on behalf of Event
Organizer.
7. Event Organizer shall conduct and operate the Event in accordance with all applicable federal, state,
county or City Code requirement applicable to Event Organizer,or to the Event Organizer's operation of its
business or other activities in the City of Miami Beach. 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. The City agrees to provide general guidance and assistance to Event Organizer with respect
to any specific City special event permit or other requirements that may be applicable to the conduct of the
Event, provided, however, that City's participation, facilitation, or assistance shall not, in any way, be
construed, interpreted and/or constitute an assumption by the City of Event Organizer's obligations, or
otherwise waive or excuse any failure of Event Organizer to comply with any applicable law pertaining to
the conduct or operation of the Event.
8. Event Organizer will place CITY logos prominently at the Event Sites, including North Shore Tennis Center
and Flamingo Park Tennis Center, and the logo will appear prominently in all advertising and promotional
materials excluding,for the avoidance of doubt,on-court banners which will feature only the Event title. For
purposes of providing logo recognition, the City shall provide Event Organizer with the logo application
applicable to each format, as necessary (i.e., the specific logo to be used for on-site recognition, website
recognition, promotional materials, or any other applicable format).
9. 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 sports/tennis fans.
10. Event Organizer will use logo provided by CITY on any event advertising efforts leading up to the event. This
includes local television partners, social media campaigns, radio efforts, and local newspaper, if any.
11. 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
will not be unreasonably withheld or delayed. Requests for approval shall be emailed to
HeatherShaw@miamibeachfl.gov with a copy to luiswong@miamibeachfl.gov. If City has not responded to any
request for approval within three (3) business days, such request shall be deemed approved. Event Organizer
shall cease using all logos or other CITY marks upon the expiration of the term.This paragraph shall survive the
expiration of this Agreement.
12. Event Organizer shall coordinate vendor concessions inside the Event Sites with the operator/management
company for each Event Site (the "Operators"). Event Organizer acknowledges that the Operators may have
exclusive rights to provide concessions at the Event Sites, and accordingly, any arrangement for concessions
shall be subject to agreement with the Operators. The City agrees to provide Event Organizer with the contact
information for each of the Operators, to permit Event Organizers to make any necessary arrangements. CITY
shall have no responsibility, obligation or liability relating to vendor concessions. Event Organizer shall be
responsible for ensuring that all vendors provide services in accordance with all applicable laws, including,
without limitation, all food service, food handling, and alcoholic beverage license requirements, and as per the
special event permitting requirements. The Event Organizer acknowledges and agrees that no alcoholic
beverages may be sold or served at the Event, unless Event Organizer has demonstrated its compliance with all
applicable laws,including alcoholic beverage license requirements.CITY agrees to provide Event Organizer with
general guidance in this regard if it so requests, provided, however, that Event Organizer acknowledges and
agrees that City does not have expertise or jurisdiction over food service, food handling or alcoholic beverage
laws, and compliance with applicable laws is the sole responsibility of Event Organizer.
13. Event Organizer shall be responsible for handling all media organizations and will be solely responsible for
handling all issues relating to the media vendors.
14. Event Organizer shall retain any and all rights to the Event related apparel and/or equipment sales.
15. Event Organizer shall provide free access for viewing the tournament events to all City residents and visitors,
including a schedule for the foregoing events, to permit CITY and Event Organizer to promote the opportunity.
16. 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.
17. Event Organizer hereby grants CITY a non-exclusive license and right to use the title of the Event or any footage
of the Event(if any is taken), for non-commercial purposes only(such as highlighting that the Event took place in
the City of Miami Beach, or showcasing the City as a tourism destination with vibrant recreational events,activities
and other program offerings), in connection with any CITY produced publication, including the CITY produced MB
magazine,or any CITY media outlets, such as MBTV. In no event shall any footage of Event participants be used
by the City in a manner capable of being construed as an advertisement or endorsement by a participant of any
products,goods or services save with the further agreement of such participant. Event Organizer agrees to include
the City in the release form it obtains from Event participants. Event Organizer agrees to provide the City with a
copy of any such release forms upon request. This section shall survive the termination or expiration of this
Agreement.
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 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
directly out of, or resulting directly from the performance of this Agreement by Event Organizer or its officers,
employees, agents, servants, partners, principals or contractors. Event Organizer shall have the right to control
the defense of any claim tendered by the City pursuant to this Section, and City shall not compromise or settle
any such claim without the advance written consent of the Event Organizer, which consent shall not be
unreasonably withheld. 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 provide funding in the amount of$100,000 to the Event Organizer as follows: $50,000
within thirty(30)days following the execution of this Agreement, and$50,000 upon receipt of the
final report and payment request as detailed below.
b) CITY shall provide full usage and maintenance of ten(10)clay courts and two(2)hard surface
courts at Miami Beach Tennis Center, and full usage of the Miami Beach Teach Center facility,
located at 501 72nd Street, Miami Beach, FL 33141,for the duration of the tournament.
c) CITY shall provide maintenance and support staff connected with usage of the Miami Beach
Tennis Center.
d) CITY shall provide usage of up to fifteen courts at Flamingo Park Tennis Center, located at 999 11th
Street, Miami Beach, FL 33139,on upon dates and times as determined by ITF. In view of the City's
need to make courts available to the general public at this facility during the tournament, the Event
Organizer shall daily release any courts that are not being used for play, including partial daily
release during each day of any courts that will not be used for play for the remainder of each day.
e) Within forty-five (45) days from completion of the Event, Event Organizer must submit a payment
request for the remaining$50,000 of CITY sponsorship support, along with Event Organizer's final
report documenting the Event and Event-related activities, including dates, locations/venues,
number of attendees, media impressions (if any), and number of hotel room nights generated in
connection with the Event. City shall make payment to Event Organizer within forty-five(45)days
from City's receipt and acceptance of the final Event report; acceptance of the final report shall not
be unreasonably withheld, provided that Event Organizer's report covers the minimum content
required in this Section 9(b).
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 either Party to the other Party.
2) Failure by either Party to timely perform and/or observe any of the terms and conditions of this
Agreement.
3) Insolvency or bankruptcy on the part of either Party.
b) The occurrence of any event of default by either Party may, at the sole option of the non-defaulting
Party, operate as an automatic forfeiture of any rights or benefits conferred under this Agreement,
including Event Organizer's right to revoke the sponsorship and other benefits provided to the City
herein, and City's right to revoke or discontinue the funding provided for herein.
c) In the event that either Party is in default of any of its obligations under this Agreement, the non-
defaulting Party reserves all legal remedies available to it, including but not limited to termination of
this Agreement, upon ten(10)days written notice to the defaulting Party.
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. Neither Party shall be considered to be in breach of this Agreement, or liable or responsible to the other
Party, for any delay, damage, loss, failure, or inability to perform its obligations hereunder, if such delay,
damage, loss,failure or inability to perform, directly or indirectly, is caused by or in any manner arises from,
an event of"Force Majeure." The term "Force Majeure", as used in this subsection, means the following:
an act of God, strike, war, public rioting, terrorism, unusual tidal activity affecting the use of the Premises,
fire,hurricane or other storm event or other adverse climate conditions,explosions,epidemics,earthquakes,
floods,civil disturbances, chemical or environmental contamination, accident,confiscation or seizure by any
governmental authority, and any other similar cause which is not reasonably within the control of the Party
whose performance is to be excused, and by which the exercise of due diligence could not be reasonably
prevented or overcome. If an occurrence of an event of Force Majeure takes place, the Party affected by
the Force Majeure event shall provide notice to the other Party within twenty-one (21) days of the date on
which such Party gains actual knowledge that such Party is unable to perform due to Force Majeure. The
period of Force Majeure,and the suspension of obligations hereunder,shall extend to and include any period
of time required to implement emergency preparations in advance of the event of Force Majeure, the event
of Force Majeure itself, and the period of time following the event of Force Majeure that may be required to
restore the Premises and/or remediate any delay, damage, loss, failure or inability to perform as a
consequence of the event of Force Majeure. If Event Organizer cancels the whole Event due to an event or
events of Force Majeure, the Parties shall not have any further liability under the Agreement, and as its sole
remedy and relief, City shall retain, and shall have no liability or obligation to pay Event Organizer, for any
unpaid portion of the sponsorship fee provided for in this Agreement.
24. 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.
25. Notwithstanding any provision to the contrary in this Agreement, neither Party shall be liable to the other
Party for any indirect, special or consequential losses or damages.
26. Any claim or dispute arising out of the terms of this Agreement shall be litigated in a court of competent
jurisdiction in Miami-Dade County, Florida.
27. 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.
28. 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 venturers 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Parties or their duly authorized representatives hereby execute this
Sponsorship Agreement on the date written below.
CITY OF MIAMI BEACH, FLORIDA, a
municipal cor.► . o if the State of Florida
By-
Dan Gelber, Mays '
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Rafa E. anado, ITY Clerk '
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ITF LIC: IN' UK), LTD. �¢ .INCOR kr)i •
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Ke y `.irweather, Chief Operating k0" - 11 `6..--�'
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Dominic AnJ leri, Executive Director, Finance &Administration
APPROVED AS 10
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&FOR EXECUTION
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