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Sponsorship Agreement with Association of Volleyball Professionals, LLC dba AVP DocuSign Envelope ID:7EEA7FD7-78F4-4138-9B65-BEE473E94789 2CO22 323Sa3 MIAMI BEACH OPEN 2023 -SPONSORSHIP AGREEMENT THIS SPONSORSHIP AGREEMENT (this "Agreement") is made and entered into this 16th day of February, 2023("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 Association of Volleyball Professionals, LLC dba AVP, a Delaware limited liability company, with offices at 100 Westminster Street, Providence, RI 02903 ("Event Organizer"). WITNESSETH WHEREAS, the City desires to sponsor a professional volleyball tournament to be marketed under the name"Miami Beach Open" (the"Event") being produced by Event Organizer from Friday, March 17, 2023 through Sunday, March 19, 2023 and which will take place primarily beachfront between 6th and 9th Streets on Miami Beach (the"Event Site"), as more specifically set forth in Exhibit"A"attached hereto and incorporated herein by reference; and WHEREAS, Event Organizer shall produce, promote and hold the Event in accordance with the terms and conditions set forth in special event permit#SPE0123-1245 obtained by Event Organizer from the Tourism and Culture Department (the "Special Event Permit") and in this Agreement; and WHEREAS, on October 26, 2022, the Mayor and City Commission adopted Resolution 2022-32363 approving sponsorship of various activations in and around Lummus Park and the Art Deco Cultural District during the month of March 2023; and WHEREAS, City desires to sponsor the Event, including by waiving Special Event Permit fees, square footage fees, and costs attributable to event-related public services, as well as by furnishing sponsorship funding in the amount of $200,000 to reimburse Event Organizer for third-party event production costs and event related expenses, all as more fully set forth in this 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, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Event Organizer agree as follows: 1. Incorporation of Recitals. The above recitals are true and correct and are incorporated by reference herein. 2. Term. This Agreement will commence on the Effective Date and shall continue in full force and effect until each party has fulfilled all of its obligations (the "Term"). 3. Event Production. 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 shall be known and promoted under the title the"Miami Beach Open."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 related events. System.Objectf DocuSign Envelope ID:7EEA7FD7-78F4-4138-9B65-BEE473E94789 4. The Event. The term "Event" as used herein shall include the event designated above and as set forth in Exhibit "B" attached hereto and made a part hereof. Any change to the Event's schedule or scope must be submitted in writing by Event Organizer to the City. Event Organizer shall not have access to the Event Site outside of the City-approved hours(including loan-in and load-out hours)as specified in the Special Event Permit.The City shall provide access to and use of the Event Site to Event Organizer from March 14, 2023 through March 23, 2023 (inclusive of load-in and load-out). 5. Sponsorship Funding. Subject to Event Organizer's compliance with its obligations under this Agreement, the City is responsible for the following: a) The City shall provide Event Organizer with sponsorship funding in the aggregate amount of $200,000 (the "Sponsorship Fee") for the Event contemplated in this Agreement, which shall represent the total compensation to the Event Organizer. No other amount shall be paid to the Event Organizer (including reimbursable expenses). The City shall pay the Sponsorship Fee to Event Organizer in four equal installments as set forth in this Section 5(a), within thirty(30) days following submission of accurate invoices and, to the extent expressly set forth herein, documentation, satisfactory to the City, substantiating the applicable installment: i.Payment #1: Fifty Thousand Dollars and No Cents ($50,000.00) to be paid upon the full execution of this Agreement. ii.Payment#2: Fifty Thousand Dollars and No Cents ($50,000.00)to be paid upon the upon receipt and approval of production development and required supporting documentation (i.e. invoices, cancelled checks, photographs) evidencing that Event Organizer has incurred third-party expenses in an aggregate amount of at least One Hundred Thousand Dollars and No Cents ($100,000.00). iii.Payment #3: Fifty Thousand Dollars and No Cents ($50,000.00) to be paid upon receipt and approval of production development and required supporting documentation (i.e. invoices, cancelled checks, photographs) evidencing that Event Organizer has incurred third-party expenses in an aggregate amount of at least One Hundred Fifty Thousand Dollars and No Cents ($150,000.00). iv.Payment#4: Fifty Thousand Dollars and No Cents ($50,000.00)to be paid upon the latest to occur of (a) load-out of all staging and equipment associated with the Event and the clean-up of the Event Site; (b) receipt and approval by the City of required supporting documentation (i.e. invoices, cancelled checks, photographs) evidencing that Event Organizer has incurred third-party expenses in an aggregate amount of at least Two Hundred Thousand Dollars and No Cents ($200,000.00); and (c) submission to the City of the Final Report described in Section 10, below. In addition to the Sponsorship Fee set forth above, subject to and conditioned on Event Organizer's compliance with the terms of this Agreement, the City shall waive its Special Event Permit fees,as well as so-called"square-footage fees"for the Event. Further,the City shall furnish public services (police, fire, waste) at no cost to Event Organizer. 6. Financial Responsibility. As between the parties, 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 in connection with the Event, 2 DocuSign Envelope ID:7EEA7FD7-78F4-4138-9B65-BEE473E94789 and the City shall have no such responsibility, obligation or liability. The 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. Further, the City shall not be a party to any independent contracts that the Event Organizer may enter with other organizations, contractors, or participants in the Event and/or supporting activities, nor shall the City be liable to such third parties. Event Organizer shall not represent that it is an agent, official, authorized representative, or employee of the City. 7. Warranties. Event Organizer warrants and represents that it has all rights, authorizations, 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 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's payment of the Sponsorship Fee described in this Agreement, and the mutual promises made herein, the City shall receive sponsorship recognition on all media or promotional platforms related to the Event, as set forth in "Exhibit C" attached hereto and made a part hereof. Digital distribution postings shall be issued in English and Spanish, wherever relevant. In addition, Event Organizer agrees to the following: A. The City shall be a named sponsor of the event"Miami Beach Live." B. Prime logo placement throughout venue as official partner and all signage. C. Miami Beach logos displayed on all promotional materials in all media including digital,video and print materials including social media which shall be at least as prominent as recognition given to other sponsors providing financial or other support comparable to the City's sponsorship. Event Organizer will tag the City on all Event-related posts on social media platforms. D. An invitation for City officials to welcome the participants at the opening events. E. Trophy presentation and prizes to be presented by City-designated officials. F. Outreach and marketing including Miami Beach logos as sponsor. G. Inclusion of Miami Beach logos on step-and-repeat and related press materials. 9. Public benefit program. Event Organizer shall provide a public benefit program to create a positive impact to the City. The Event's public benefit program shall include the following, wherever permissible and applicable within the Event Site: Admission to the Event is free to the public, with the exception of premium box seating. 10. Final report. The Event Organizer must provide, within 30 days following the completion of the Event, a written report (the "Final Report"), detailing the following: A. 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 hotel room nights generated by the Event. 3 DocuSign Envelope ID:7EEA7FD7-78F4-4138-9B65-BEE473E94789 B. The implementation of the sponsorship benefits and public benefit program, including statistics relating to how many residents were served, and how this program was marketed and communicated to the residents; and C. 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. City Logo. Subject to the terms and conditions of this Agreement, the City hereby grants to Event Organizer the non-exclusive right and license to use the City's name and the logo provided by the City(the"City Marks")in connection with the Event, including without limitation on all Event- related advertising. This includes local television partners, social media campaigns, radio efforts, and local newspapers. 13. Promotional Materials. All promotional materials which include the City Marks, including, without limitation, advertising, telecasts, signage and social media publications shall be subject to the City's prior written approval within forty-eight(48) hours of receipt, which approval may be withheld at the City's discretion, which shall not be unreasonably withheld. Event Organizer shall cease using all City Marks upon the expiration of the Term. Additionally, the City reserves the right to require the removal of the City Marks from any promotional materials. Event Organizer shall have the right, after termination or expiration of this Agreement,to continue to make available and use videos, photographs, images and other audio/visual works, including clips or portions thereof that may include any City Marks (collectively, "Event Organizer Media") whether such Event Organizer Media were created or made during or after the Term, provided the City Marks are not altered and subject in all cases to the City's right to require the removal of the City Marks. Event Organizer shall send all collateral for approval to the Director of the Tourism and Culture department in accordance with the notice provisions set forth in Section 25. This Section 13 shall survive the expiration of this Agreement. 14. Event Organizer Responsibilities. 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 must be in compliance with the City's beverage sponsorship contract. Event Organizer will collect all proceeds from Event concessions. The 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 use commercially reasonable best efforts to secure local national media coverage to promote the Event. C. Event Organizer shall retain any and all rights to and results and proceeds arising from the Event, including any rights associated with Event-related apparel and/or product sales. 4 DocuSign Envelope ID:7EEA7FD7-78F4-4138-9B65-BEE473E94789 D. Event Organizer shall keep the City apprised, on a monthly basis, of its progress with respect to the activation of the Event. The 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 the City to promptly address any material deficiencies or reasonable concerns the City may have in connection with the Event. E. During the Term, Event Organizer hereby grants the City a non-exclusive license and right to use the title of the Event or any footage of the Event created by or on behalf of the City, in connection with any City produced publication, including the City produced magazine or any City media outlets, such as MBTV, for the purpose of promoting or publicizing the Event or the City. This section shall survive the termination or expiration of this Agreement. F. Event Organizer shall purchase and maintain at all times during the Term the following insurance coverages: 1. Worker's Compensation Insurance for all employees of Event Organizer as required by Section 440, Florida Statutes,and Employer Liability Insurance for bodily injury or disease. Should the Event Organizer be exempt from this Statute, the Event Organizer shall hold the City harmless from any injury incurred by Event Organizer or any employee or independent contractor of Event Organizer in connection with the performance of this Agreement, except to the extent arising as a result of the gross negligence or misconduct of the City. 2. Commercial General Liability Insurance(including, but not limited to, host liquor liability, blanket contractual, products and completed operations, commercial operations, broad form property damage, explosion, collapse and underground hazard, bodily injury and personal & advertising injury) with limits no less than $1,000,000 per occurrence, and $5,000,000 general aggregate. 3. Automobile Liability Insurance covering any automobile, if vendor has no owned automobiles, then coverage for hired and non-owned automobiles, with limit no less than $1,000,000 combined per accident for bodily injury and property damage. All insurance policies (excluding workers' compensation) shall name the City and Tom Bercu Presents, Inc. as additional insured and Certificate Holder. Certificate Holder Tom Bercu Presents, Inc. City of Miami Beach P.O. Box 19139 c/o EXIGIS Insurance Compliance Services Miami Beach, FL 33139 P.O. Box 947 Attn: Dave Cook Murrieta, CA 92564 dave@tombercupresents.com All certificates of insurance, endorsements, exemption letters in respect of the City's requirements shall be submitted to the City's servicing agent, EXIGIS, at: Certificates-miamibeach( riskworks.com. 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, 5 DocuSign Envelope ID:7EEA7FD7-78F4-4138-9665-BEE473E94789 county or City Code requirement applicable to Event Organizer or to the Event Organizer's operation of 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 and timely making payment of all taxes, fees or charges that may be due to the City. Event Organizer shall promptly take 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 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 Event Organizer's breach or failure to comply with said obligations. H. Event Organizer shall defend (at both trial and appellate levels), indemnify and hold harmless the City, Tom Bercu Presents, Inc. and their respective officers, employees, agents, and contractors, from and against any and all liabilities, losses, expenses, or damages, including, without limitation, reasonable attorneys' fees and costs of defense, finally awarded by a court of competent jurisdiction for personal, economic, or bodily injury, wrongful death, or loss of or damage to property (collectively, "Losses"), which the City or its officers, employees, agents, and contractors may incur as a result of third-party 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, except to the extent any such Losses are caused by the indemnitee's gross negligence or willful misconduct,the City's breach of this Agreement, or infringement of intellectual property or proprietary rights arising from the use and/or display of the City Marks or any materials or content provided by the City or its representatives. 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. 15. Prohibitions Regarding Sale or Use of Expanded Polystyrene Food Service Articles Single Use Plastic Beverage"Straws, And Single-Use Plastic Stirrers. A. 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 an Event of 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. 6 DocuSign Envelope ID:7EEA7FD7-78F4-4138-9B65-BEE473E94789 B. 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 an Event of 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. C. As additional consideration for this Agreement, independent of the 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: C.1. 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 an Event of 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 C.2. 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 an Event of 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. 16. Events of Default. Termination of Agreement and Remedies. A. The following shall constitute events of default(each, an "Event of Default"): i.Any material misrepresentation, written or oral, made by Event Organizer to the City; ii.Any material breach of this Agreement by Event Organizer, which breach is not cured within five (5) business days following written notice of such breach to Event Organizer; and iii.lnsolvency 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 the City, operate as an automatic forfeiture of any rights or benefits conferred under this Agreement, and accordingly, the City reserves the right to revoke the fee waivers or discontinue the funding provided for herein. C. Upon the occurrence of an Event of Default, the 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, the City shall have no further obligation or liability to Event Organizer. 7 DocuSign Envelope ID:7EEA7FD7-78F4-4138-9B65-BEE473E94789 17. LIMITATION OF . LIABILITY. EXCEPT IN CONNECTION WITH A PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY OR ANY PERSONS OR ENTITY CONTROLLED BY, CONTROLLING OR UNDER COMMON CONTROL WITH EITHER PARTY, INCLUDING WITHOUT LIMITATION, EITHER PARTY'S AFFILIATES BE LIABLE TO THE OTHER PARTY, OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE OR USE, INCURRED BY THE OTHER PARTY, OR ANY THIRD PARTY, IN EACH CASE WHETHER BASED UPON CONTRACT, TORT, NEGLIGENCE, WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY, PRIVACY OR PUBLICITY RIGHTS AND/OR OTHERWISE AND WHETHER OR NOT THE OTHER PARTY'S OR THE OTHER PARTY'S AFFILIATES HAVE BEEN NOTIFIED, KNOWS OR SHOULD KNOW, OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT IN CONNECTION WITH EVENT ORGANIZER'S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EVENT ORGANIZER'S TOTAL AGGREGATE LIABILITY TO THE CITY FOR ALL CLAIMS IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, HOWEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, EXCEED AN AMOUNT EQUAL TO THE SPONSORSHIP FEE PAID OR PAYABLE UNDER THIS AGREEMENT. NOTHING IN THIS SECTION SHALL LIMIT OR EXCLUDE ANY LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED. WITHOUT WAIVING ANY OF THE LIMITATIONS ON THE CITY'S LIABILITY SET FORTH IN SECTION 768.28, FLORIDA STATUTES, THE TOTAL LIABILITY OF THE CITY TO EVENT ORGANIZER SHALL NOT EXCEED THE AMOUNT OF THE SPONSORSHIP FEE LESS ALL AMOUNTS PREVIOUSLY PAID TO EVENT ORGANIZER, IF ANY. 18. Assignment. 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. Notwithstanding the foregoing, Event Organizer shall have the right to sub-contract all or any part of its obligations under this Agreement to a third party, provided that Event Organizer shall: (A) ensure that such sub-contractor complies with all terms of this Agreement relevant to the sub-contracted obligations; and (B) remain liable to the City for the acts and omissions of all sub-contractors as though they were its own. 19. Audit and Inspections. 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 three (3) years after completion of the Event. No more than one (1) time during the Term and during the three (3) years after completion of the Event, upon no less than ten (10) days' prior written notice: (A) at the written 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; and (B) the City may, at its expense, audit or have audited, all the financial records of the Event Organizer related to the Event. 20. Inspector General Audit Rights (A) Pursuant to Section 2-256 of the Code of the City of Miami Beach,the City has established the Office of the Inspector General which may,on a random basis, perform reviews, audits, inspections and investigations on all City contracts, throughout the 8 DocuSign Envelope ID:7EEA7FD7-78F4-4138-9B65-BEE473E94789 duration of said 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 period required by statute or by other clauses of this contract. In addition: i.lf 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 9 DocuSign Envelope ID:7EEA7FD7-78F4-4138-9B65-BEE473E94789 ii.The Event Organizer shall make available records relating to appeals or to litigation or the settlement of claims arising under or relating to this contract until such appeals, litigation. or claims are finally resolved. (A) 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. (B) 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. 21. 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. 22. 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. 23. 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. 24. The parties agree 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 the City and Event Organizer. In no event shall either party represent to any third party that it is acting as an agent, representative or on behalf of the other party for any purpose or in any manner whatsoever. 25. 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, which conduct is not corrected promptly following written notice to Event Organizer. The City reserves the right, through the City Manager, (a)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, in the event that any such issue is not corrected promptly following written notice to Event Organizer and (b) to suspend or terminate use of the Event Site immediately if visitors become unruly in a manner that that the City Manager determines in her sole discretion could result in harm to persons or property. The decision of the City Manager in such regard shall be final, binding and conclusive. 26. Notice: All notices, requests, demands and other communications under this Agreement 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 10 DocuSign Envelope ID:7EEA7FD7-78F4-4138-9B65-BEE473E94789 notice in compliance with the provisions of this section. For the present, the parties designate the following as the respective places for giving notice: CITY: City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Attn: Lissette Garcia Arrogante, Tourism and Culture Director Event Organizer: Association of Volleyball Professionals, LLC 100 Westminster Street Providence, RI 02903 Attn: Bally's Interactive, LLC Legal Email: legalnotices@ballys.com 27. Corporate Status: This Agreement shall automatically terminate if, within thirty (30) days from execution of this Agreement, Event Organizer does not provide the City with proper certification from the State of Florida that Event Organizer has registered to do business in the State of Florida. 28. Force Majeure: The failure or delay of either party hereto to comply with the terms and conditions of this Agreement to the extent that such failure or delay is caused by an act of God, strike, labor troubles, war, fire, earthquake, act of public enemies, epidemic, pandemic, action of federal, state or local governmental authorities or for any other reason whatsoever beyond the reasonable control of such party shall not be deemed a breach of this Agreement. 29. Compliance with Laws and Policies: The parties acknowledge that Event Organizer and its affiliates operate under privileged licenses in a highly regulated industry and maintain a compliance program to protect and preserve their name, reputation, integrity and goodwill through a thorough review and determination of the integrity and fitness, both initially and thereafter, of any person or company with which they operate. The relationship of the parties shall be contingent upon continued approval under Event Organizer's and its affiliates' compliance program and by their compliance committees. Event Organizer shall have the right to terminate this Agreement upon the recommendation of its or its affiliates' compliance committee by giving written notice to the City and such termination shall be effective immediately upon receipt thereof. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. 11 DocuSign Envelope ID:7EEA7FD7-78F4-4138-9B65-BEE473E94789 IN WITNESS WHEREOF, the Parties or their duly authorized representatives hereby execute this Agreement on the date written below. FOR CITY: CITY OF MIAMI BEACH,FLORIDA ATTEST: By: City Cler , ity Manager MAR - 9 2023 Date: APPROVED AS TO FORM&LANGUAGE &FOR EXECUTION • .$ Cy' ome � Date 2/16/2023 ; ti ORP ORKTED; FOR EVENT ORGANIZER: '�,,�:•., �_' ASSOCIATION OF VOLLEYBALL ' '04 26`' PROFESSIONALS, LLC ATTEST: By: Sam Miri, SVP Omnichannel Strategy Print Name and Title Print Name and Title Date: 3/1/2023 12 DocuSign Envelope ID:7EEA7FD7-78F4-4138-9B65-BEE473E94789 EXHIBIT A EVENT SITE rot ' � "i Ift*- . • CI—1 tt t ......••,. 1 • t ! l 1 )• •.k. -- _ i, k . x ,. . ... :' 1 lii 0: clot. Far %No El ..• • a %. 11111.111111111.1py_ijillinr ENTRANCE __mot _ J9 Kam €' .,., *,� , L, immx-rtmt-1- 13 DocuSign Envelope ID:7EEA7FD7-78F4-4138-9B65-BEE473E94789 , ' # . - :- ' _ tf: illti • 4 4 _..... t."' 1111111190: . f• ,r k..t... ‘ I. "Iv Vf4,/* ' - - ' t-.' ' - - .7111rlis ' it .04 . dial; SIM t 1 ,. _, T. f 1g. 40 $ Z 410 . ..... tallh011PIALib °C ow an. :S i I�:I l 1�...I,.. 14 DocuSign Envelope ID:7EEA7FD7-78F4-4138-9B65-BEE473E94789 EXHIBIT B EVENT DETAILS MIAMI AVP & KOTC - c -re. c ion a en.-r 're •os--ro.uc ion 'ey Da es 'ee ings yen e-up •ua I ler • r- yen lays SUNDAY MONDAY TUESDAY - f WEDNESDAY THURSDAY Load AVP Trucks for Miami • Jordan and Matt flying into Miami KOTC L Matt:4:15 PM EST arrival Mounts: PowerL Receive Receive Overall Loadtin KOTC Load-in KOTC Load-in KOTC Qualifier Event @ KOTC Team members arriving KOTC Team members arriving KOTC Team members arriving KOTC Test Day 1pm-10pm • •Load-in Mountain Build-up Mountain Finish Stadium Catering Load-in ain Build-up Power Load-in Catering Load-in Banner Install Tent Load-in Banner Install TV Production Set Day Sound Si Lights Load-in TV Production Load-in Finish Tents&Furniture LED Board Load-in Tents&Furniture Load-in Finish Sound&Lights Receive restrooms and handwashing Sound&Lights Load-in Finish LED boards EMT om LED Board Load-in Install ADA flooring EMT onsite Cleanini i•ht security Ovemi•ht securi Ovemi•ht secu' Ovemi•ht secu. Ovemi•ht secu. Ovem'• 12 13 14 15 16 ven Ina s pm- AVP Full Team Travel To Miami AVP Event change over AVP Event change over AVP Qualifier(� R nm KOTC Load-out AVP building qualifier courts Teqball Load-out Finish hanging banners Reset back of house Reset front of house Sponsor Load-in sur• Sponsor Load-in rig team onsite EMTom II Load-in tam-3pm Teqball Load-in&Qualifier Teqball Tegvolley EVENT Cleaning team onsite Cleanini i.ht secun Ovemi.ht securi Ovemi.ht security Ovemi•ht secu. Ovemi•ht secu' Ovemi• 19 20 21 22 23 AVP Event 0 Load AVP Trucks AVP Travel Out Any final clean up ve Sound,Lights.&LEDs Mountain Teardown Mountain Final Teardown -load-out Tents&Fumdure load-out All other vendors off beach rig load-out Restrooms&Fence load-out I nsite ng team onsite Cleaning team onsite ',Cleaning team onsite i•ht secunt 'Ovemi.ht secun Ovemi•ht secun 26 27 28 29 30 15 MIAMI AVP & KOTC March Production Calendar Pre/Post-Production Dates I Meetin:s Event Set-u. Qualifier AVP Event Days KOTC Event Days Tear Down SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY Feb-26 Feb-27 Feb-28 1 2 3 4 Load AVP Trucks for Miami Jordan and Matt flying into Miami KOTC Loadan KOTC Load-in Matt:4:15 PM EST arrival Mountain Load-in Mountain Build-up Power Load-in Power Load-in Receive and setup Fence Receive AVP trucks(Morning) Receive Office Trailers&Dumpsters Overnight security Overni ht securit KOTC Load-in KOTC Load-m KOTC Load-in KOTC Event Play offs& KOTC Qualifier Event @ KOTC Event Quarter Finals Semi finals 2:15 In- KOTC Team members arriving KOTC Team members arriving KOTC Team members arriving KOTC Tat Day 1pm-10pm @ 1:45pm-10pm @ P 10pm ,_ Power Load-in Mountain Build-up Mountain Finish Stadium Catering Load-in Mountain Build-up Power Load-in Catering Load-in Banner Install Tent Load-in Banner Install TV Production Set Day Sound 4 Lights Load-in TV Production Load-in Finish Tents&Furniture LED Board Loadan Tents&Furniture Load-in Finish Sound a Lights Receive restrooms and handwashing Sound&Lights Load-in Finish LED boards '!EMT onsrte I EMT onsite LED Board Load-in Install ADA flooring EMT onsrte Cleaning team onsite Cleaning team onsne Overni ht security Overnight secunnu Ove i ht se Ove i ht securit Overnight securit Overnight securi IOve i ht securit KOTC Event Finals 4 m- AVP Full Team Travel To Miami AVP Eventchanchange over AVP Qualifier @ AVP Event @ AVP Event @ @ pchange over AVP Event than 8pm 8am-6pm Sam-6pm 8am-6pm KOTC Load-out AVP building qualifier courts 'Tegball Load-out Finish hanging banners Reset back of house Reset front of house Sponsor Load-in EMT onsite Sponsor Load-in I Cleaning team onsite EMT onsite '.EMT onsrte Teqball Load-in 8am-3pm ITegball Load-in 8 Qualifier 'Fagbal0 Tegvolley EVEN „ - ., Cleaning team onsite Cleaning team onsite (Cleaning team onsite Overni ht securit Overnight securit Overn, ht securit Overnight securit Overnight securit Overni ht securi Overni ht securit AVP Event @ (Load AVP Trucks AVP Travel Out Any final cleanup 9am-5pm Remove Sound,Lights,S LEDs Mountain Teardown Mountain Final Teardown Power load-out Tents&Furniture load-out All other vendors off beach Catering load-out Restrooms 8.Fence load-out EMT onsite Cleaning team onsite Cleaning team onsite 'Cleaning team onsite Overnl•ht tenant Overnii ht securit Overni.ht securit 26 27 28 29 30 31 DocuSign Envelope ID:7EEA7FD7-78F4-4138-9B65-BEE473E94789 EXHIBIT C SPONSORSHIP/MARKETING BENEFITS o Event shall have a robust marketing plan with national reach, with a copy of the plan to be supplied to the City of Miami Beach Office of Marketing &Communications o Miami Beach name must be included in official name of the event and within the logo lock up. Should the name not appear in the logo lockup, the Event must recognize the City of Miami Beach as a top tier partner in all announcements, posts, coverage and other,where event name is used. o City name recognition/logo to be prominently displayed on promotional materials including press releases, and all printed (stage banners, programs, Event Site signage), social and digital collateral. o No press releases, public announcements or public disclosures relating to this sponsorship or its subject matter, including but not limited to promotional or marketing material, shall be made public made by the Event without the prior written consent of the City. o Each party agrees not to use the other parry's name or Event names in any promotional material or public announcement without prior written or oral consent of the other. o Event Organizer agrees to make every effort to make Event participants available for photo calls and/or interviews with press or broadcasting agents with a minimum of twenty-four(24) hours' notice to any media event. o Opportunity for City representative to speak at all press conferences and ribbon cutting events o Event to make City aware of all press events with at least twenty-four(24) hours' notice. o Event shall provide the City with certain Event Organizer captured video and photography from the Event, for archival and promotional purposes, and the Event hereby grants the City a non- exclusive, non-sublicensable, perpetual license to use such materials for such purposes solely in the United States(provided, posting on websites and/or social media platforms that may have a global reach shall not constitute a violation of the foregoing territorial limitation). o City to be allowed to have two (2) photographers and two (2)video operators within the Event Site, including any space dedicated to media. o Event to provide the City with up to ten (10) complimentary General Admission tickets and four (4) VIP tickets (if available)to be contested away on City owned social media/digital channels. o Event to provide working passes for all City Marketing and Communications staff who will be working the event. City to provide a confirmed list of individual names no later than seven (7) days before the Event date. o Event to tag @miamibeachnews (IG, Twitter) or @CityofMiamiBeachGovernment(FB) in all social media posts o Event to use#MiamiBeachLive on all social media posts. o Event Organizer to promote the Event on all Event owned social and digital channels, starting at least one month prior to Event start date. o Dedicated City, non-sales specific, spotlight Instagram posts. o Dedicated City, non-sales specific, spotlight Tweets on Twitter. o City name recognition/logo on step&repeat banners. 16 DocuSign Envelope ID:7EEA7FD7-78F4-4138-9B65-BEE473E94789 RESOLUTION NO. 2022-32363 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY ADMINISTRATION TO ENGAGE AND CONTRACT WITH VARIOUS EVENT PRODUCERS AND PROVIDE SPECIAL EVENT SPONSORSHIP INCENTIVES FOR MIAMI BEACH LIVE! CULTURAL AND WELLNESS PROGRAM ACTIVATIONS IN LUMMUS PARK AND THE ART DECO CULTURAL DISTRICT FOR THE MONTH OF MARCH 2023, TO BE FUNDED FROM THE PREVIOUSLY APPROVED RESORT TAX HIGH IMPACT BUDGET IN THE AMOUNT OF $3,200,000; AND FURTHER, AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE ALL AGREEMENTS IN CONNECTION WITH THE MARCH 2023 CULTURAL AND WELLNESS PROGRAMMING. WHEREAS, the City of Miami Beach produced the first Miami Beach Live!, a month-long celebration in March 2022 that featured a variety of exciting activations and live events designed to engage all five senses; and WHEREAS, every Friday through Sunday from March 1 - March 29, 2022, Miami Beach Live! hosted an exciting and diverse lineup of programming in and around Lummus Park and the beachfront areas from 10th to 13th Streets, where locals and visitors enjoyed thematic weekend programming - including Dance, Pop; International, and Symphonic/Broadway- across an array of music, arts, culture, and culinary offerings; and WHEREAS, on May 17, 2022, at the Finance and Economic Resiliency Committee (FERC) meeting, the Administration presented an after-action of Miami Beach Live! to provide the results of the activation and future activation in the Lummus Park area; and WHEREAS, while Miami Beach Live!was successful, the consensus at FERC was for the Administration to work on a parallel track to incentivize a large-scale event or festival to create an activation that would take over the footprint of Ocean Drive, Lummus Park, and Art Deco Cultural District in March 2023 and 2024; and WHEREAS,the Administration considered the lessons learned from the Miami Beach Live!2022 program, and it was compared with successful annual Miami Beach activations including Art Basel Miami Beach, Miami International Boat Show, and Bitcoin Conference, whose success is demonstrated with several satellite activations occurring within Miami Beach and across Miami-Dade County; and DocuSign Envelope ID:7EEA7FD7-78F4-4138-9B65-BEE473E94789 WHEREAS, for example, the month of December in Miami-Dade County is renowned as "art" month, and April has recently solidified itself as "fintech" month, • both with events in the Miami Beach Convention Center and beyond; and WHEREAS, shortly after Miami Beach Live! 2022, staff began engaging with successful local area producers to receive feedback and input on the programming and footprint, and based on these meetings, in an effort to mimic successful Miami Beach events, staff deduced that the fitness category was an area that had not fully been explored; and WHEREAS, through these brainstorming discussions, the idea to brand the month of March in Miami Beach as an "Official Fitness Month"was adopted, and City staff met and engaged with different organizations to propose activations for Miami Beach Live! 2023; and WHEREAS,the proposed March 2023 Event Schedule is as follows: • March 2 - 5, 2023 Miami Beach Tennis and Beach Soccer Tournament • March 10 - 12, 2023 King of the Courts/ Major League Baseball Fan Fest • March 17 - 19, 2023 Kiwanis of Little Havana Art in the Park • March 24 -26, 2023 National Cycling League/ Mayhem Nation • March 2023 - Smaller activations by Nike, Crunch, and RCX Sports; and WHEREAS, in addition,the Administration has been working on a parallel path to curate the month of March in 2024, and is vetting proposals for large-scale activations from several entities, with the working tentative schedule for March 2024 detailed as follows: • March 1 - 3, 2024 TBD • March 8 - 10, 2024 North Sea South Beach Music Festival • March 15 - 17, 2024 Goodwood Festival of Speed • March 22 -24, 2024 Kiwanis of Little Havana Art in the Park WHEREAS, based on the FY 2022/23 adopted budget, an amount of $3,200,000 was appropriated for March 2023 activations; and WHEREAS,.the City's Tourism and Culture Administration is currently working with Tom Bercu Presents on the budget allocation for each weekend based on size, scale and funding requests from each event organizer; and WHEREAS, through special event sponsorship incentives, the City is able to . attract high-caliber events interested in activating during the month of.March and take over the areas of Ocean Drive, Lummus Park, and Art Deco Cultural District; and DocuSign Envelope ID:7EEA7FD7-78F4-4138-9B65-BEE473E94789 WHEREAS, the criteria to qualify for special event sponsorship includes events that increase Resort Tax collection by supporting experiences that can verify tourism initiatives with large hotel room blocks or estimated tourist attendance, events that serve as a marketing/branding opportunity for the City to generate favorable media impressions on the international stage via partnership and media/PR exposure, and events that promote quality of life for the City's residents by promoting events residents would want to attend. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH,.FLORIDA,that the Mayor and City Commission hereby accept the recommendation of the City Administration to engage and contract with various event producers and provide special event sponsorship incentives for Miami Beach Live! cultural and wellness program activations in Lummus Park and the Art Deco Cultural District for the month of March 2023, to be funded from the previously approved Resort Tax High Impact Budget in the amount of$3,200,000; and further, authorize the City Manager and City Clerk to execute all agreements in connection with.the March 2023 cultural and wellness programming. PASSED and ADOPTED this aG day of o0`ibt e- ,2022 . ATTEST: Dan Gelber, Mayor OC i 2 7 2022 Rafael E. Gra ado, City Clerk " kIIiCOPP RATED! r' ,��_s' y APPROVED AS TO FORM &LANGUAGE &FOR EXECUTION Io- 11--2z, City Attorney Date TOURISM AND CULTURE DEPARTMENT DATE: 03/06/2023 TO: Alina Hudak, City Manager Marcia Monserrat, Chief of Staff FROM: Lissette Garcia Arrogante,Tourism and Culture Direct SUBJECT: Special Event Sponsorship Agreement For: Information Only X Review & Approval X City Manager's Signature Other Comments: ❑ Fee Waiver Memo/Consecutive Day Clause Memo ❑ Street Closure: ❑ Special Event Permit(s): ® Other: Special Events Sponsorship Agreement-Association of Volleyball Professionals, LLC dba AVP ❑ Film Permit: Return to: ❑ Lissette A.x26597 ❑ Francys Vallecillo 26326 ® Jazmine Pena 27577 Date Needed: 03/08/23 DocuSign Envelope ID:7EEA7FD7-78F4-4138-9B65-BEE473E94789 MIAM I BEACH Contract Document Routing Form Special Events Sponsorship Agreement—Association of Volleyball Professionals,LLC dba AVP 1111111 • C "orrtr"actor Requesting Department --In Tourism and Culture Department Department i—DocuSigned by: ACM Name&Signature Lissette Garcia Arrogante Marcia Monserrat q ,IA,St,yy'i E05AC282A6E2410._ "-08738156056D9480 ocument T •e Select One :. Type 1—Contract,amendment,change order,or task order resulting from a procurement-issued competitive solicitation. Type 2—Other contract,amendment,change order,or task order not resulting from a procurement-issued competitive solicitation. Type 3—Independent Contractor Agreement(ICA) Type 6—Tenant Agreement Type 4—Grant agreements with the City as the recipient Type 7—Inter-governmental agency agreement Type 5—Grant agreements with the City as the grantor X Type 8—Other:Special Events Sponsorship Agreement Based on the FY 2022/23 adopted budget, an amount of $3,200,000 was approved for March 2023 activations. The Mayor and City Commission approved Resolution 2022-32363 to allow the Administration to enter into agreements for March 2023 programming.This agreement is for the sponsorship of AVP event for the third weekend in March 2023 as part of Miami Beach Live! Original Term Renewal Periods Total Term(Original+Renewals) One(1)Time One(1)Time ding Information Grant Funded: Yes No State Federal • Other: •ing Source Ds count 1 $200,000 160-4300-000349-00-406-555-00-00-00- e-. Yes X No • 2 Yes No 3 Yes No 4 Yes No 5 Yes No 1. For contracts longer than five years,contact the Procurement Department.2.Attach any supporting explanation needed. 3.Budget approval indicates approval for the current fiscal year only.Future years are subject to City Commission approval of the annual adopted operating budget. City Commission Approved: X Yes No Resolution No.: CC Agenda Item No.: CC Meeting Date: 2022-32363 C7 T October 26,2022 If no,explain why CC approval is not required: Legal Form Approved: X Yes No If no,explain below why form approval is not necessary: Compliance Approvals(see attached) Procurement: Grants: DocuSign Envelope ID:7EEA7FD7-78F4-4138-9B65-BEE473E94789 Budget: Tare c�a49r[Y8' h rt LL Informationf Technology: Risk Management: Mate 9 EE463b STt Fleet&Facilities: kart tx Human Resources: " BC5EDB298740408 Other: