2019 Wolfsonian-FIU Sponsorship Agreement 2(51 pi 314 3c
2019 WOLFSONIAN-FIU SPONSORSHIP AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this 2i day of DeC +> d019
("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 The Florida International University Board of Trustees, a public body corporate of the State
of Florida, for the benefit of The Wolfsonian-FIU, with offices at 1001 Washington Avenue Miami
Beach, FL 33139 ("Event Organizer").
WITNESSETH :
WHEREAS, the City desires to sponsor the "2019 Block Party Honoring Micky Wolfson's
80th Birthday" (the "Event"), a special event registered with the City under Special Events permit
number#SPE 0819-0062-, that will take place on 10th Street between Washington Avenue and
Collins Avenue in Miami Beach (the "Event Site"), on Thursday, November 14, 2019; and
WHEREAS, Event Organizer shall produce, promote and host the Event on Miami Beach;
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 Event, and Event Organizer's completion of all of its
obligations hereunder._
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
parties hereby agree that at all times the Event shall be known and promoted under the
title of the "2019 Block Party Honoring Micky Wolfson." 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. 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 provide Event Organizer with a cash sponsorship in the amount of $25,000.00.
Fifty percent (50%) of the cash sponsorship contribution may be disbursed in advance of
the Event. All remaining cash contributions shall be made on a reimbursement basis,
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.
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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
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. 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 sponsorship funding described in this
Agreement, and the mutual promises made herein, Event Organizer shall provide the public
benefits set forth in Section 9 of this Agreement, and the sponsorship benefits to the City as
outlined in Sections 11, 12 and 13 of this Agreement.
9. Public benefit program. The Event shall be open and free to the general public and shall
include free admission to the Wolfsonian-FIU exhibition, "A Universe of Things: Micky
Wolfson Collects" as part of the Event.
10. Final report. The Event Organizer must provide, within 30 days of the completion of the
Event, a Final Report, detailing attendance figures, media impressions generated by the
event and community feedback.
11. 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,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.
14. Event Organizer is responsible for the following:
a. Event Organizer shall arrange for vendor concessions inside the enclosed Event Site.
To the extent that it is applicable and it does not directly conflict with any of Event
Organizer's obligations under its contracts with the third parties, sales of soft drinks or
other beverages during the Event will be in compliance with the City's Coca-Cola contract
which was provided to the Event Organizer by City. 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.
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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, 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.
e. 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.
f. Event Organizer shall have and maintain the types and amounts of insurance that, at a
minimum, will cover Event Organizer's exposure in connection with the Event.
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. Solely to the extent and limits permitted by Chapter 768.28 of the Florida Statutes, and
the limitations therein, and without waiving any rights thereunder, 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. Nothing herein shall operate as a waiver of each party's
sovereign immunity under the laws of the State of Florida.
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i. Prohibitions Regarding Sale Or Use Of Expanded Polystyrene Food Service
Articles, Single Use Plastic Beverage Straws, And Single-Use Plastic Stirrers.
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) in City facilities or on City property, in connection with any
services performed pursuant to this Agreement. 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.
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) in City facilities or on City property, in
connection with any services performed pursuant to this Agreement. 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.
As additional consideration for this Agreement and as an additional public benefit,
regardless of the legal force and effect of the foregoing Sections 82-7, 82-8 and 46-92(c)
of the City Code, as may be amended from time to time, Event Organizer agrees:
• not to sell, use, provide food in, or offer the use of expanded polystyrene food
service articles in the Facility. 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; and
• not to sell, use, provide food in, or offer the use of single-use plastic beverage
straws or single-use plastic stirrers in the Facility. A violation of this section shall
be deemed a default under the terms of this Agreement. Notwithstanding the
above, Event Organizer shall be permitted to 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.
15. Events of Default, Termination of Agreement 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.
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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 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.
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.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
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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 MIAMI B CH, FLORIDA
By: _ � 1010.- I
Raf I:E. Gra ado T' my L. stales
City Clerk Manager
d
Date.: 2 27 lg Date: 174 tC3-1
APPROVED AS TO..
FORM&,LANGUAGE
&FOR EX CUTiON
c=90,A,Per'di'-' (2-II
City Attoiney <Date
FOR EVENT ORGANIZER: THE FLORIDA INTERNATIONAL UNIVERSITY
BOARD OF TRUSTEES, for the benefit of`The
Wolfsonian-FIU:
By: Barbara Manzano
[Ant Name/Ti
Date:
Approved as l
R1.U.Attorney
Date: 12-16-19
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