2021 South Beach Jazz Festival Sponsorship Agreement 2-Q)ZQ X1532
DocuSign Envelope ID 9BD797DB-BEEB-428D-BDD5-0FB3143578F0
2021 SOUTH BEACH JAZZ FESTIVAL SPONSORSHIP AGREEMENT
THIS AGREEMENT is made and entered into this 2-I day of V � , 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 Power
Access, Inc., a Florida not for profit corporation with offices at 1616 Michigan Avenue, Unit#1,
Miami Beach, FL 33139("Event Organizer")(altogether, the"Agreement").
WITNESSETH:
WHEREAS, the City desires to sponsor the South Beach Jazz Festival (the "Event"), a
special event that will take place from January 8-10, 2021 in various locations in Miami Beach
(the "Event Site"); and
WHEREAS, Event Organizer shall produce, promote and host the Event on Miami Beach;
and
WHEREAS, on September 16, 2020, the Mayor and City Commission adopted
Resolution No. 2020-3 1,53 L , approving City sponsorship funding in the amount of $
25,000; and (3)further authorizing the City Manager and City Clerk to execute this Agreement;
and
WHEREAS, the City's sponsorship funding for the Event is to be paid directly to Event
Organizer, 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:
• The above recitals are true and correct and are incorporated by reference herein.
• 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.
• 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 South Beach Jazz Festival. 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.
• The term"Event"as used herein shall include the event designated above and as set forth in
Exhibit "A". 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.
• 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.
• 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
DocuSign Envelope ID:9BD797DB-BEEB-428D-BDD5-0FB3143578F0
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.
• Sponsorship benefit package. 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 Exhibit "B" to this Agreement, which is incorporated
herein by this reference.
• 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:
• The Event will be open to the public, and admission is free.
• Event Organizer will provide discounted concert tickets for Miami Beach residents, if
a concert is held.
The Event Organizer must provide, within 30 days of the completion of the Event, a Final
Report, detailing the following:
• The implementation of the public benefit program, including statistics relating to how
many residents, seniors, and children were served;
• Media coverage of the Event;
• Vendor and community feedback; and
• Hotel room occupancy(including hotel room nights generated by the Event).
• 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.
• 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.
• 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.
• Event Organizer is responsible for the following:
• Event Organizer shall arrange for vendor concessions inside the enclosed Event Site.
All sales of soft drinks or other beverages must 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.
• 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.
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DocuSign Envelope ID:9BD797DB-BEEB-428D-BDD5-0FB3143578F0
• Event Organizer shall retain any and all rights to the Event, including any rights
associated with Event-related apparel and/or product sales.
• Event Organizer shall keep the City appraised, 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.
• 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.
• 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, $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 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.
• 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.
• 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
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DocuSign Envelope ID:9BD797DB-BEEB-428D-BDD5-0FB3143578F0
contracts. This random audit is separate and distinct from any other audit performed by
or on behalf of the City.
(B) The Office of the Inspector General is authorized to investigate City affairs and
empowered to review past, present and proposed City programs, accounts, records.
contracts and transactions. In addition, the Inspector General has the power to subpoena
witnesses, administer oaths, require the production of witnesses and monitor City projects
and programs. Monitoring of an existing City project or program may include a report
concerning whether the project is on time, within budget and in conformance with the
contract documents and applicable law. The Inspector General shall have the power to
audit, investigate,monitor,oversee, inspect and review operations, activities, performance
and procurement process including but not limited to project design, bid specifications,
(bid/proposal) submittals, activities of the Event Organizer', its officers, agents and
employees, lobbyists. City staff and elected officials to ensure compliance with the
Contract Documents and to detect fraud and corruption. Pursuant to Section 2-378 of the
City Code, the City is allocating a percentage of its overall annual contract expenditures
to fund the activities and operations of the Office of Inspector General.
(C)Upon ten (10)days written notice to the Event Organizer, the Event Organizer shall make
all requested records and documents available to the Inspector General for inspection and
copying. The Inspector General is empowered to retain the services of independent
private sector auditors to audit, investigate, monitor, oversee, inspect and review
operations activities, performance and procurement process including but not limited to
project design, bid specifications, (bid/proposal) submittals, activities of the Event
Organizer, its officers, agents and employees, lobbyists, City staff and elected officials to
ensure compliance with the contract documents and to detect fraud and corruption.
(D)The Inspector General shall have the right to inspect and copy all documents and records
in the Event Organizer's possession, custody or control which in the Inspector General's
sole judgment, pertain to performance of the contract, including, but not limited to original
estimate files, change order estimate files, worksheets, proposals and agreements from
and with successful subcontractors and suppliers, all project-related correspondence,
memoranda, instructions, financial documents, construction documents, (bid/proposal)
and contract documents, back-change documents, all documents and records which
involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends
received, payroll and personnel records and supporting documentation for the aforesaid
documents and records.
(E) The Event Organizer shall make available at its office at all reasonable times the records,
materials, and other evidence regarding the acquisition(bid preparation)and performance
of this contract, for examination, audit, or reproduction, until three (3) years after final
payment under this contract or for any longer penod required by statute or by other clauses
of this contract. In addition
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DocuSign Envelope ID:9BD797DB-BEEB-428D-BDD5-0FB3143578F0
i. If this contract is completely or partially terminated, the Event Organizer shall make
available records relating to the work terminated until three(3)years after any resulting
final termination settlement: and
ii. The Event Organizer shall make available records relating to appeals or to litigation or
the settlement of claims ansing under or relating to this contract until such appeals,
litigation, or claims are finally resolved.
(F) The provisions in this section shall apply to the Event Organizer, its officers, agents,
employees, subcontractors and suppliers. The Event Organizer shall incorporate the
provisions in this section in all subcontracts and all other agreements executed by the
Event Organizer in connection with the performance of this contract
(G)Nothing in this section shall impair any independent right to the City to conduct audits or
investigative activities. The provisions of this section are neither intended nor shall they
be construed to impose any liability on the City by the Event Organizer or third parties.
• 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.
• 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.
• 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.
• 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.
• FORCE MAJEURE
(A) Neither the City of Event Organizer shall be deemed to be in default of any provision of
the Agreement, or for failures in performance, resulting from acts or events beyond its
reasonable control(a'Force Majeure Event')for the duration of the Force Majeure Event
Such Force Majeure Events shall include, but are not limited to acts of God, pandemics,
civil or military authority, terrorism, civil disturbance, wars, strikes, fires, other
catastrophes, labor disputes or other events beyond either party's reasonable control.
Force Majeure shall not include technological impossibility, inclement weather, or failure
to secure any of the required permits pursuant to the Agreement
(B) If the City or Event Organizer's performance of its contractual obligations is prevented or
delayed by an event believed by to be Force Majeure, such party shall immediately upon
learning of the occurrence of the event or of the commencement of any such delay, but in
no case within fifteen(15)business days thereof, provide notice of(i)of the occurrence of
event of Force Majeure, (ii) of the nature of the event and the cause thereof, (iii) of the
anticipated impact on the Agreement, (iv)of the anticipated period of the delay, and (v)of
what course of action such party plans to take in order to mitigate the detrimental effects
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DocuSign Envelope ID:9BD797DB-BEEB-428D-BDD5-0FB3143578F0
of the event. The timely delivery of the notice of the occurrence of a Force Majeure event
is a condition precedent to allowance of any relief pursuant to this section; however,
receipt of such notice shall not constitute acceptance that the event claimed to be a Force
Majeure event is in fact Force Majeure, and the burden of proof of the occurrence of a
Force Majeure event shall be on the requesting party.
(C)No party hereto shall be liable for its failure to carry out its obligations under the Agreement
during a period when such party is rendered unable, in whole or in part, by Force Majeure
to carry out such obligations. The suspension of any of the obligations under this
Agreement due to a Force Majeure event shall be of no greater scope and no longer
duration than is required. The party shall use its reasonable best efforts to continue to
perform its obligations hereunder to the extent such obligations are not affected or are
only partially affected by the Force Majeure event, and to correct or cure the event or
condition excusing performance and otherwise to remedy its inability to perform to the
extent its inability to perform is the direct result of the Force Majeure event with all
reasonable dispatch.
(D)Obligations pursuant to the Agreement that arose before the occurrence of a Force
Majeure event causing the suspension of performance shall not be excused as a result of
such occurrence unless such occurrence makes such performance not reasonably
possible. The obligation to pay money in a timely manner for obligations and liabilities
which matured prior to the occurrence of a Force Majeure event shall not be subject to the
Force Majeure provisions.
(E) Notwithstanding any other provision to the contrary herein, in the event of a Force Majeure
occurrence, the City may, at the sole discretion of the City Manager, suspend City's
payment obligations under the Agreement,and may take such action without regard to the
notice requirements herein.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
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DocuSign Envelope ID:9BD797DB-BEEB-428D-BDD5-0FB3143578F0
IN WITNESS WHEREOF, the Parties or their duly authonzed representatives hereby
execute this Agreement on the date written below.
FOR THE CITY OF MIAMI BEACH:
ATTEST: CITY OF MIAMI BEACH, FLORIDA
rDocuSigned by:
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By. 307DC2'01-672&'W
Raul Aguila, Interim City Manager
Print Name:
Date Date
ATTEST:
/� ----!!!!!7____ By:
- Rafael E Granado, City Clerk
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Date J Date
\ li 8.,,, --N, APPROVED AS TO
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DocuSign Envelope ID:9BD797DB-BEEB-428D-BDD5-0FB3143578F0
FOR EVENT ORGANIZER: PONfBRACCESS,INC.
ATTEST: $y:
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