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Sponsorship Agreement with Ramsay Fairs, LLC 31? ... 11 SPONSORHIP AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND RAMSAY FAIRS, LLC This Funding Agreement("Agreement") is entered into this 2.1 day of Novcv,A,Ifle_v 2018, among the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation organized and existing under the laws of the State of Florida, having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139 (the "City"), and RAMSAY FAIRS, LLC, a New York limited liability company, d/b/a PULSE CONTEMPORARY ART FAIR, whose address is 20 West 22nd Street, Suite 614, New York, NY 10010 ("Sponsor"). SECTION 1 EVENT AND SPONSORHIP FEE In an effort to conserve costs, reduce congestion and improve reliability of shuttle service in the City during the Art Basel event (the "Event"), the parties hereby agree to share in the cost of shuttle services (the "Service Fee") serving the Event by a shuttle operator which the City will procure, instead of each party contracting separately for similar services, to serve certain locations within the City of Miami Beach, Florida, anticipated to be as described in Exhibit "A" hereto (the "Services"). The City has agreed to be the contracting party for the Services, and Sponsor has agreed to contribute$7,786.00 (the "Sponsorship Fee") toward the cost of the Services. The Sponsorship Fee shall be due and payable to the City on November 30, 2018, pursuant to the separate payment instructions of the City Manager's designee (as designated in Section 5 herein), with the remaining balance to be borne by the City. Sponsor's Sponsorship Fee shall not exceed $7,786.00, even if the City chooses to modify the service plan, increasing the cost of the Services. Should the Service Fee be less than $15,572.00, the Sponsorship Fee will be reduced to fifty percent (50%) of the new, reduced Service Fee. SECTION 2 SPONSORSHIP BENEFITS, WARRANTIES AND LICENSE In consideration for the Sponsorship Fee, the City will include Sponsor's logo on the wrap that will be placed on the shuttle buses used in connection with the Services. Sponsor warrants and represents that it has all necessary rights, authority, licenses and permits necessary to enter into this Agreement, and to grant the rights and licenses herein granted. Sponsor hereby grants to the City a non-exclusive license to use Sponsor's logo, which Sponsor shall provide to the City. Sponsor shall indemnify and hold harmless the City of Miami Beach and its officers, employees, agents, and contractors, from and against any and all actions (whether at law or in equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees and costs, relating to the City's use of Sponsor's logo, as permitted herein. SECTION 3 LITIGATION JURISDICTIONNENUE/JURY TRIAL WAIVER This Agreement shall be construed in accordance with the laws of the State of Florida. This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, 1 exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. By entering into this Agreement, the parties 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. SECTION 4 LIMITATION OF CITY'S LIABILITY The City desires to enter into this Agreement only if in so doing the City can place a limit on the City's liability for any cause of action, for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds the total Sponsorship Fee, less any amounts actually paid by the City as of the date of the alleged breach. Sponsor hereby expresses its willingness to enter into this Agreement with and recovery from the City for any damage action for breach of contract to be limited to a maximum amount of the total Sponsorship Fee, less any amounts actually paid by the City as of the date of the alleged breach. Accordingly, and notwithstanding any other term or condition of this Agreement, Sponsor hereby agrees that the City shall not be liable to Sponsor for damages in an amount in excess of the total Sponsorship Fee, less any amounts actually paid by the City as of the date of the alleged breach of this Agreement, for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida Statutes. SECTION 5 NOTICES All notices and communications in writing required or permitted hereunder, shall be delivered personally to the representatives of the Sponsor and the City Manager's designee, as listed below or may be mailed by U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally recognized overnight delivery service. Until changed by notice, in writing, all such notices and communications shall be addressed as follows: TO SPONSOR: Elizabeth Boyle, Fair Manager Ramsay Fairs, LLC 20 West 22nd Street, Suite 614, New York, NY 10010 TO CITY: Jose Gonzalez, P.E., Transportation Director 1688 Meridian Avenue, Suite 801, Miami Beach, FL, 33139 Notice may also be provided to any other address designated by the party to receive notice if such alternate address is provided via U.S. certified mail, return receipt requested, hand delivered, or by overnight delivery. In the event an alternate notice address is properly provided, notice shall be 2 sent to such alternate address in addition to any other address which notice would otherwise be sent, unless other delivery instruction as specifically provided for by the party entitled to notice. Notice shall be deemed given on the date of an acknowledged receipt, or, in all other cases, on the date of receipt or refusal. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first entered above. • FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: By: Rafa-1 E. Granado, City ClerkM.00,"`"tr alit. L. orales, City Manager \\I\ ....BEV...... ' )*§, Date: .• . * PP OTP ...INCO FOR SPONSOR: 1.7„\-... 4.-&ik11/6.6)Y FAIRS, LLC D/B/A ...... bNTEMPORARY ART FAIR I--livmmit ATTEST: By: -E • PD17(2- E Ik-1309\t' Rar‘aoter" Print Name and Title Print Name and'Title Date: Now ry.Aa r 2-14 2ot • APPROVED AS TO FORM & LANGUAGE TGENDt2O1O\ 1 NovernbertThinsperiationtArt Week Shuttle SenacotSponsorship Agreement.doc &FOR EX CUTION 3 City Attomey* Dote EXHIBIT A—Services In preparation for the upcoming 2018 Art Week, the City's Transportation Department staff reached out to five (5) major fairs in the City (Art Basel, Design Miami, Pulse, Scope, and Untitled) to determine if any of these fairs would be providing shuttle service during 2018 Art Week, and, if so, to seek a partnership intended to consolidate the various shuttle routes. Staffs coordination yielded only one (1) fair (Pulse) with whom the City will be partnering to provide shuttle service during 2018 Art Week. The Art Week shuttle service will operate from December 6 through December 9, 2018, from 11AM to 7PM Thursday through Saturday and from 11AM- 5PM on Sunday, at a service frequency of approximately 20 minutes. The shuttle will have three (3) stops: Pulse (4601 Collins Avenue), the Miami Beach Convention Center, and Ocean Drive between 9th Street and 10th Street to serve art fairs in South Beach. Attachment depicts the proposed 2018 Art Week Shuttle route. The shuttle service will be competitively procured by the City and managed by the City. In recognition of this donation and partnership, Pulse's logo will be placed on the exterior of the shuttle vehicles. Exterior wrap design will be coordinated with Pulse. Prospective riders will be able to track the shuttle vehicles in real-time using the City's Trolley Tracker mobile application. The Transportation Department staff will be working closely with the Department of Marketing and Communications and Pulse to promote the Art Week '18 shuttle service on the City's website and other available media. � � 1 FREESHUTTLE SERVICE -A MIAMIBEACH -- A RA1.5.ART WEEK SHUTTLE T .,� .„ POWERED BY PULSE MIAMI BEACH ,„ nu )nn _ STOPS _ _ �— enA OART BASEL ""1A1010' CJ 0n • Washington.Avenue 1 ust south of 18 Street • southbound) us WWashington Avenue _IMA lust north of 18 Street northbound) PULSE MIAMI BEACH / ... 1 ii • 4525 Collins Avenue a e 1 i V OCTEANFAIRSIVE ARDRa ` • Between 9&10 Street 1 N `1 HOURS OF _ °°1 1 W E OPERATION 18 Street i s Thursday, December 6 to 1 j Sunday, December 9 V°1 / shw 1 ie 11AM-8PM 1 (Thursday-Saturday) 1> It 11 AM-6PM I; (Sunday) ..ill 00: 20 minute headwa s �y1.�"" a ©p ss y �J we r s+ p4A MB TROLLEY MIAMI BEACH TROLLEY `'• Connecting you citywide! R For a full list of trolley routes, MIA a i4 ^;? nA visit www.miamibeachtrolley.com 0 _ 0II 17,100, 40°0. ' — e �, t 1:ir Fv- ITA •�TRANSFER _ HOURS OF _ "` eau' I `A M1 o lm'. `� POINTS OPERATION Anima �' LEGEND eoulNs Monday to Saturday IS SI I Arlwee I4 AMA ISA exPREss 6AM 12AM • us ; 0 Shunle LE COLLINS O BEIACH Sunday 1 � - Q EXPRESS LOOP 8AM - 12AM \ n.r / Loop Beach MIDDLE SOUTH tsl /� Q calm. BEACH BEACH Customer Support:305.673.71 17 - a tsr1 / Exprms LOOP LOOP �y 1S1 Q Middle Bemh COLLINS O BEACH Email:trolley@miamibeochfl.gov 9A `cap EXPRESS LOOP 0 Sooth Bea<h Loop SOUTH PLATE• kr.). Text MBTRAFFIC to 888777 Track the MB Trolley c.in b:L_ Get around Art Week &the Art Week Shuttle on a bike for traffic text messages MIAMI BEACH LGOS (HI BIKE MIAMI