2019 Miami City Ballet Sponsorship Agreement o2dc)- 3 f ISO
2019 MIAMI CITY BALLET SPONSORSHIP AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this 2" day of 3 kI ,
2020 ("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 Miami City Ballet, a Florida Not For Profit Corporation, with offices at 2200 Liberty Avenue,
Miami Beach, FL 33139 ("Event Organizer").
WITNESSETH:
WHEREAS, the City desires to sponsor the Event Organizer's "Ballet Bus Program",
"Ballet On The Beach" at the Colony Theater, located at 1040 Lincoln Road, Miami Beach, and
a series of Lincoln Road activations and classes, located on Lincoln Road, Miami Beach
between Collins Avenue and Alton Road (collectively "the Events"), taking place from October
1, 2019 to September 30, 2020, as approved by the City Commission at its October 30, 2019
meeting; and
WHEREAS, Event Organizer shall produce, promote and host the Events on Miami
Beach; and
WHEREAS, the Event Organizer's "Ballet Bus Program" is a community initiative that
eliminates two of the largest barriers to arts access for students from disenfranchised
communities: the cost of premiere dance training and securing reliable transportation. The
City will sponsor $128,760.00 for the Event Organizer to provide one (1) of the three (3)
buses needed to provide forty (40) students with bus transportation, tuition, dance attire, and
healthy snacks to study at the Miami City Ballet,school for the full academic year; and
WHEREAS, the City will sponsor $58,626.00 for the Event Organizer's "Ballet On The
Beach" program, at the Colony Theater, to support the cost for the public performances
including, but not limited to, rehearsal time, venue rental, production, audio, visual,
performers and lighting needs; and
WHEREAS, the City will sponsor $12,500.00 for a series of at least six (6) pop-up
performances of Event Organizer activating on Lincoln Road throughout fiscal year
2019/2020, as approved by the City. The performances are meant to surprise and delight
tourists and residents and will consist of free to the public dance classes or performances
taught/ performed by faculty and dancers from the Event Organizer; and
WHEREAS, the City's sponsorship funding for the Events is to be paid directly to
Event Organizer, as more particularly set forth herein, to offset expenses for producing and
presenting the Events.
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 Events, 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 Events, including securing private sponsors and vendors to participate in the Events.
The parties hereby agree that at all times the Events shall be known and promoted under
the titles of the "Ballet Bus Program", "Ballet On The Beach" and Lincoln Road series.
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Event Organizer is responsible for the conduct, operation and execution of the Events.
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 Events 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 total amount of
$199,886.00. Fifteen percent (15%) of the cash sponsorship contribution may be
disbursed in advance of the Events. All remaining cash contributions shall be made on a
reimbursement basis, following the conclusion of the Events, and following Event
Organizer's submission, and the City's acceptance, of the final reports referenced in this
Agreement.
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 Events.
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 Events 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 Events shall be open to the general public and ten (10%)
percent of all ticketed performances shall include free admission to City of Miami Beach
residents, on a first come, first served basis.
10. Final report. The Event Organizer must provide, within 30 days of the completion of the
Events, a Final Report, detailing attendance figures, media impressions generated by the
Events, photos or videos and any applicable community feedback.
11. City shall receive sponsorship recognition on all media or promotional platforms related to
the Events, 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 Events and the 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.
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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.
All sales of soft drinks or other beverages shall be in compliance with the 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.
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 Events, 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 Events. City, at its sole discretion, may monitor and conduct an
evaluation of Event Organizer's implementation of the Events. Event Organizer agrees
to cooperate with City to promptly address any deficiencies or concerns the City may
have in connection with the Events.
e. Event Organizer hereby grants City a non-exclusive license and right to use the title of
the Events or any footage of the Events, 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 Events.
g. Event Organizer shall obtain all applicable federal, state and local approvals, permits
and licenses relating to the Events 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
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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. 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.
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
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• 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.
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.
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20. It is expressly understood and agreed that this Agreement is for the duration of the Events
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.
IN WITNESS WHEREOF, the Parties or their duly authorized representatives hereby
execute this Agreement on the date written below.
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ATTEST: CITY OF MI I BEACH, LORIDA
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By: NMI
Rafael E. Granado Jim L. Mora les
City Clerk City anager
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Date: 2` ...,r Date: r I Z$ (2o2-e
�.IIZCO P�E;OP�TCU`: s
FOR EVENT ORGANIZER: '',;sR �`\`')_MIAMI CITY BALLET
4111110,
By: -
Tania Cas roverde M. kalenko
Executive Direc or
Date: //d /D.A
APPROVED AS TO
FORM &LANGUAGE
&FOR EXECUTION
Alla,.C.-- „ilk
City AttomeyRA.p Date
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