Sponsorship Agreement with Cl Management Group INC. oar- 29/Q-39//
2019 SOUTH BEACH SEAFOOD FESTIVAL - SPONSORSHIP AGREEMENT
THIS AGREEMENT is made and entered into this 30 day of /r'JC , 2019 ("Effective
Date"), by and between the City of Miami Beach, Florida, a Florida municipal corporation, with
offices at 1700 Convention Center Drive, Miami Beach,, FL 33139 (the "City"), and CI
Management Group Inc. a Florida corporation, with offices at 17301 SW 93' Avenue, Miami, FL
33157 ("Event Organizer") (altogether, the "Agreement").
WITNESSETH :
WHEREAS, the City desires to sponsor the "South Beach Seafood Festival"(the"Event"),
a ticketed culinary event which will take place in Lummus Park Beach located between
easternmost beachwalk / coral rock wall and western sand dunes and between 10th and 14th
Streets(the"Event Site"), on October 25, 2019 through October 26, 2019, and annually thereafter .
for an additional four (4) years, on or about the same weekend in October of each year on such
specific dates as may be approved by the City Manager; and
WHEREAS, on May 8, 2019, the Mayor and City Commission adopted Resolution No.
2019-30818, accepting the recommendation of the Finance and Citywide Projects Committee
and taking the following actions relating to the Event: (1) approving waivers of special event
fees in an amount not to exceed $58,970.00 (including the special event application fee of
$250.00, permit fee of$500.00, vehicle beach access passes in the amount of$4,500, square
footage fee of $45,207.75, Lummus Park user fees of $5,911.25, and Police Department
administrative fees of $2,601.00), and approving City sponsorship funding in the amount of
$25,000 for the 2019 Event, for a total City sponsorship package valued at $83,970.00 for the
2019 Event; and (2) further approving and authorizing the City Manager and City Clerk to
execute a five (5) year sponsorship agreement; and
WHEREAS, the City's sponsorship funding for the Event is to be paid directly to Event
Organizer, as more particularly set forth herein, to offset expenses for producing and
presenting 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 Effective Date set forth above, and shall
expire following the conclusion of the 2023 Event and Event Organizer's completion of all of
its obligations hereunder, unless terminated earlier in accordance with this Agreement.
3. 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
Event Organizer has advised the City that the Event shall be known and promoted under
the title of the "South Beach Seafood Festival". Event Organizer shall be responsible for
the conduct and operation of the Event and will provide the appropriate officials to conduct
the Event. Except as specified herein for the remainder of the term of this Agreement, the
City is under no obligation to fund subsequent "South Beach Seafood Festival" events.
4. The term "Event" as used herein shall include the event described in the recitals to this
Agreement. 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. Subject to Event Organizer's compliance with its obligations under this Agreement, City is
responsible for the following:
a) City shall annually waive special permit fees related to the Event, in a total amount not to
exceed $58,970.00, which amount includes the special event application fee of $250.00,
permit fee of $500.00, vehicle beach access passes in the amount of $4,500.00, square
footage fee of $45,207.75, Lummus Park user fee of $5,911.25, and Police Department
administrative fees of$2,601.00. Event Organizer shall be solely responsible for payment
of any applicable special event fees in excess of$58,970.00.
b) Subject to Event Organizer's compliance with its obligations under this Agreement and an
annual appropriation of funds at the City Commission's sole discretion, City shall provide
Event Organizer with sponsorship funding for the purposes specified herein, in the amount
of $25,000.00 for the 2019 Event, decreasing thereafter by $5,000 for each subsequent
Event year as set forth in Section 5(b)(i) below (the "Cash Sponsorship"); provided,
however, that no more than 15 percent of the Cash Sponsorship may be disbursed in
advance of the Event. All remaining Cash Sponsorship payments shall be made on a
reimbursement basis for expenses relating to the production of the Event and/or the Event
Organizer's implementation of the Miami Beach restaurant program referenced in Section
5(c) of this Agreement, following the conclusion of the Event, and following Event
Organizer's submission, and the City's acceptance, of the final report referenced in this
Agreement.
i. Five (5) year sponsorship. Subject to an annual appropriation of funds at the City
Commission's sole discretion, the Cash Sponsorship for each Event year shall be as
follows:
i. 2019 - $25,000
ii. 2020 - $20,000
iii. 2021 - $15,000
iv. 2022 - $10,000
v. 2023 - $5,000;
c) City's sponsorship funding shall solely be used to off-set Event activation and production
costs for (1) the Event, and (2) City of Miami Beach restaurants participating in the Event
for the first time, provided any such participating restaurant (i) is in good standing with the
City, with a valid Business Tax Receipt, and with no liens or outstanding resort taxes or
other taxes or fees past due to the City; and (ii) has annual gross revenues of $2,000,000
or less.
d) As a condition of payment of the Cash Sponsorship or any portion thereof, Event Organizer
shall provide the City with a list of Miami Beach restaurants satisfying the eligibility
requirements set forth in Section 5(c)above, along with supporting documentation verifying
the restaurant's eligibility, and detailing the expenses to be reimbursed or covered by the
Cash Sponsorship. Event Organizer shall have no entitlement to any payment of the Cash
Sponsorship, and City shall not disburse any funds to Event Organizer, unless City is
verified that the conditions set forth in this Agreement have been met.
6. 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
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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.
7. 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.
8. Sponsorship benefits. In consideration of the City fee waivers and sponsorship funding
described in this Agreement, and the mutual promises made herein, Event Organizer shall
provide sponsorship benefits to the City which, at a minimum, shall include the sponsorship
benefits set forth in Section 9 of this Agreement.
9. Public benefit program. 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 veterans are defined as individuals who
have served in the military. The Event's public benefit program shall include the following,
wherever permissible and applicable within the Event footprint:
A. Tickets:
i. 500 free general admission resident tickets (via online portal), on a first come, first
serve basis;
ii. Miami Beach Resident ticket discounts;
a. Four(4) tickets for the price of one (1)ticket, for purchases made through the
end of July, 2019;
b. Three (3) tickets for the price of one (1) ticket, for purchases made during
August 2019;
c. 50% discount for general admission tickets for purchases made from
September 1, 2019 to September 30, 2019;
d. Free general admission tickets for all active military; and
e. 50 free general admission tickets for seniors
i. Seniors tickets to be provided to the City Manager's office, to be
dispersed as per the City's comp ticket policy.
B. Educational Culinary Program South Beach Seafood Festival shall create a culinary
program with Miami Beach High School, at its sole cost and expense, whereby chefs will
visit Miami Beach High School, and host a student culinary competition. Winner(s)of this
competition will be invited to the Event, and may serve as 'sous chefs' as part of the
culinary competitions at the Event. Event organizer to provide the City with a report of
this education culinary program including students' names, dates and details of all events,
and photos /videos.
C. Environmental / Sustainability Program
i. Support of the Miami Beach Plastic Free Campaign. South Beach Seafood Festival
will:
a. Register as a plastic free business at www.MBrisingabove.com
b. Place #PlasticFreeMB link, www.MBrisingabove.com on the Seafood Festival
website.
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c. Send info to participating Miami Beach restaurants to encourage participating
restaurants to register as a plastic free business.
d. Work with City staff to create social media posts and giveaways to promote the
plastic free campaign.
e. Place signage on all cafes with the plastic free logo
f. Include plastic free messaging on signage where applications (bar stations)
ii. Culinary/ Environmental
a. South Beach Seafood Festival will create a new element for its Chef
Showdown Live Event, where the participating chefs will create a "culinary
masterpiece," by presenting their dish on a non-traditional, plastic free plate, to
. promote sourcing sustainable and environmentally.friendly options for chefs
and restaurants, rather than plastic or paper plates. Examples would be
recycled wood slabs, banana leafs, etc.
10. Final report. The Event Organizer must provide, within 30 days of the completion of the
Event, a Final Report, detailing the following:
• Third-party verification of Event outcomes including, without limitation, event
attendance figures with proven method of collection, media impressions generated by
the event, photos and videos of the event, and number of City of Miami Beach hotel
room nights generated by the Event;
• The implementation of the public benefit program, including statistics relating to how
many residents, seniors, and children were served, and how this program was marketed
and communicated to the residents; and
• All supporting documentation required under Section 5 for the payment of the Cash
Sponsorship; and
• Vendor and community feedback.
11. Marketing. 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 also tag City on all
Event-related postings on digital distribution platforms, also referred to as social media
platforms. Event Organizer's Event-related postings shall include high quality content
relevant to the Event and its targeted audiences. Digital distribution postings shall be issued
in English and Spanish, wherever relevant.
12. Event Organizer will use logo provided by City on all Event-related advertising. This includes
local television partners, social media campaigns, radio efforts, and local newspapers.
13. 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, with at least five(5)business days notice, 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. For approvals, please send all collateral to the
Director of the Tourism and Culture department. This paragraph shall survive the expiration
of this Agreement.
14. Event Organizer is responsible for the following:
A. Event Organizer shall arrange for vendor concessions inside the enclosed area of the
Event Site. All sales of soft drinks or other beverages must be in compliance with the
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City's Coca-Cola contract. Event Organizer will collect all proceeds from Event
concessions. City shall have no responsibility, obligation or liability relating to vendor
concessions. Event Organizer shall be solely responsible for ensuring that all vendors'
services are provided in accordance with all applicable laws, including, without limitation,
all food service, food handling, and alcoholic beverage and license regulations.
1. Event Organizer hereby agrees and acknowledges that, pursuant to Section 82-7 of
the City Code, as may be amended from time to time, Event Organizer shall not sell,
use, provide food in, or offer the use of expanded polystyrene food service articles (as
defined in City Code Section 82-7) within the Event Site. A violation of this section
shall be deemed a default under the terms of this Agreement. Notwithstanding the
above, this section shall not apply to expanded polystyrene food service articles used
for prepackaged food that have been filled and sealed prior to receipt by Event
Organizer.
2. Additionally, Event Organizer agrees and acknowledges that, pursuant to Section 82-
8 of the City Code, as may be amended from time to time, Event Organizer shall not
sell, use, provide food in, or offer the use of single-use plastic beverage straws or
single-use plastic stirrers (as defined in City Code Section 82-8)within the Event Site.
A violation of this section shall be deemed a default under the terms of this Agreement.
Notwithstanding the above, the requirements of Section 82-8 shall not restrict Event
Organizer from providing a beverage with, or offering the use of, a single-use plastic
beverage straw or single-use plastic stirrer to an individual with a disability or medical
condition that impairs the consumption of beverages without a single-use plastic
beverage straw or single-use plastic stirrer.
3. Event Organizer agrees to comply with Section 46-92(c) of the City Code, which
provides that it is unlawful for any person to carry any expanded polystyrene product,
single-use plastic beverage straw, or single-use plastic stirrer onto any beach or park
within the City. It is also unlawful for any business to provide single-use plastic
beverage straws or single-use plastic stirrers with the service or delivery of any
beverage to patrons on any beach within the City. Notwithstanding the above, the
provisions in Section 46-92(c) that pertain to single-use plastic beverage straws and
single-use plastic stirrers shall not apply to a person or patron with a disability or
medical condition that impairs the consumption of beverages without a single-use
plastic beverage straw or single-use plastic stirrer.
Event Organizer hereby agrees and acknowledges that, pursuant to Section 82 of the
City Code, as may be amended from time to time, Event Organizer shall adhere to City
prohibition regarding the sale or use of expanded polystyrene food service articles, single
use plastic beverage straws, and single-use plastic stirrers.
B. 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.
C. Event Organizer shall retain any and all rights to the Event, including any rights
associated with Event-related apparel and/or product sales.
D. 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.
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E. Event Organizer hereby grants City a non-exclusive license and right to use the title of the
Event or any photographic, video, audio or other 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.
F. 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; at $1,000,000.00 per occurrence, covering City, and all participants,
no later than 10 days prior to the Event, and Event Organizer shall provide a Certificate
of Insurance evidencing such coverage 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.
G. 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.
H. 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,
including, without limitation, any claim that any aspect of the Event infringes upon any
third-party's existing copyrights, trademarks, trade names, or other intellectual property
or proprietary rights. 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.
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15. Events of Default, Termination of Agreement for cause, and Remedies.
A. The following shall constitute events of default:
i. Any material misrepresentation, written or oral, made by Event Organizer and/or
its representatives to City.
ii. Failure by Event Organizer to timely perform and/or observe any of the terms and
conditions of this Agreement.
iii. 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, -
discontinue the funding provided for herein, or request the return of sponsorship funds.
C. In the event that Event Organizer is in default of any of its obligations under this
Agreement, Event Organizer shall be liable for all damages, costs and expenses arising
out of or related to its default. In the event of a default, City reserves all legal remedies
available to it, including but not limited to termination of this Agreement for cause, which
termination may be effected 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.
16. 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.
17. Event Organizer shall keep accurate and complete books and records of all receipts and
expenditures relating to this Agreement, in accordance with generally accepted accounting
principles, 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 Event.
18. 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.
19. 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.
20. 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.
21. Event Organizer agrees that nothing herein contained is intended or should be construed as
in any way creating or establishing the relationship of partners or 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.
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22. City's right to suspend activities or remove persons from event site: The City Manager shall have
the authority to suspend all or any part of the activities of Event Organizer when, in the City
Manager's sole judgment and discretion, such activities may be or are detrimental to the public or
to the City, or if the City has reason to believe any law or ordinance is being violated by Event
Organizer, its agents or employees. City reserves the right through the City Manager, to suspend
or terminate use of the Event Site if visitors become unruly, and to reject any sponsor,
presentation, material or item which is or may be, in the sole opinion of the City Manager,
hazardous, offensive, immoral or disparaging to the image of the City, or to any person or group
of persons. The decision of the City Manager in such regard shall be final, binding and conclusive.
23. Termination for Convenience.
a. The Event Organizer may conduct the Event annually for the Term of this Agreement, unless
the City Manager decides to discontinue the Event, at the City Manager's sole and absolute
discretion, for any reason or no reason whatsoever, for the convenience of the City. The City
Manager shall notify the Event Organizer, in writing, of the City's termination of this
Agreement, on or prior to June 30 of the year preceding the next scheduled Event.
b. The Event Organizer may elect, during the Term of this Agreement, to terminate this
Agreement and no longer conduct the Event. If the Event Organizer elects to terminate
this Agreement, the Event Organizer shall notify the City in writing of such election prior
to the December 30 of the year preceding the next South Beach Seafood Festival Event.
If the Event Organizer elects not to conduct the South Beach Seafood Festival in a
particular year or elects not to seek an extension of the terms of this Agreement, this
Agreement will automatically terminate.
24. GOVERNING LAW AND ATTORNEY'S FEES: This Agreement shall be governed by the laws
of the State of Florida, with venue lying in Miami-Dade County. In the event of any dispute
which arises out of this Agreement, the prevailing party shall be entitled to reasonable
attorney's fees and costs, including bankruptcy and/or appeal if any.
25. ASSIGNMENT: No assignment of the rights, interest or obligation under this Agreement shall
be made by either party without the written consent of the other.
26. AMENDMENT: No modification amendment or alteration of the terms or conditions contained
herein shall be effective unless contained in a written document executed by the parties
hereto, with the same formality and of equal dignity herewith.
27. EXTENT OF AGREEMENT: This Agreement represents the entire and integrated Agreement
between City and Event Organizer and supersedes all prior negotiations, representations or
agreements either written or oral.
28. NOTICE: Whenever any party desires to give notice to any other party, it must be given by written
notice sent by registered United States mail, with return receipt requested, addressed to the party
for whom it is intended at the place designated below and the place so designated shall remain
such until they shall have been changed by written notice in compliance with the provisions of this
section. For the present, the parties designate the following as the respective places for giving
notice:
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CITY:
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: City Manager
EVENT ORGANIZER:
CI Foundation,
A Florida Not For Profit Corporation
c/o Jason Venger
17301 SW 93'd Avenue
Miami, Florida 33157
29. CORPORATE STATUS: This Agreement shall automatically terminate if, within thirty (30) days
from execution of this Agreement, Event Organizer does not provide City with proper
documentation evidencing that Event Organizer is registered to do business in the State of Florida.
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IN WITNESS WHEREOF, the Parties or their duly authorized representatives hereby
execute this Agreement on the date written below.
ATTEST: CITY OF MIA I BEACH, LORIDA
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Rafa E. Granado Jim L. M.rales
City Clerk City anag-r
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FOR EVENT ORGANIZER: CI MANAGEMENT GROUP INC
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