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2025 Normandy Fountain Business Association Inc. Sponsorship Agreement
Docusign Envelop.·ID:A37E4EC3-5C07-4FE2-BF08-D7AB09A163A49 2025 NORMANDY FOUNTAIN BUSINESS ASSOCIATION INC. SPONSORSHIP AGREEMENT THIS AGREEMENT is made and entered into this "day of Oct ,2024,(the "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 Normandy Fountain Business Association,Inc,a Florida not for profit corporation,with its principal address located at 1193 71 Street,Miami Beach,FL 33141,(hereinafter "NF BA")("Event Organizer") (altogether,the "Agreement"). WHEREAS,NFBA was formed to stabilize and improve the Normandy Fountain Plaza community through promotion,activation,marketing,and similar services by representing and advocating for the property and business owners within the Normandy Fountain Plaza neighborhood;and WHEREAS,NFBA believes in developing the neighborhood through compelling storytelling, experimental community events,and building long-term community through culture to elevate quality of life;and WHEREAS,accordingly the City and NFBA have negotiated the following Agreement for the cultural program planning of Normandy Fountain Plaza;and WHEREAS,on September 25,2024,the Mayor and City Commission adopted the City's FY 2024 operating budget that included $90,000 to provide funding support of the 2024 programming,requiring the Event Organizer to include a final report depicting audience attendance and demographics for this Event. NOW,THEREFORE,in consideration of the mutual promises and covenants made herein,the City and Event Organizer agree as follows. 1.Recitals.The above recitals are true and correct and are incorporated by reference herein. 2.Term.The term of this Agreement shall commence on the Effective Date (which shall be defined as the date of execution of this Agreement)and ending at 1159 p.m.on September 30,2025. 3.Event.The term "Event"as used herein shall include the event designated above and as set forth in Exhibit "A".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.Event Organizer is responsible for the conduct and operation of the Event and will provide the appropriate staff and officials to conduct the Event in a safe manner. The City is under no obligation to fund subsequent events for Event Organizer. 4.Event Organizer shall not have access to the Event Site outside of the City approved event hours depicted in the Special Event Permit including load-in and loud-out hours. 5.Event Organizer Shall load-in and load-out according to the details outlined in permit SPE 0824-1794. Docusign Envelope ID:A37E4EC3-5C07-4FE2-BF08-D7AB09A163A9 6.Event Organizer has agreed that the Event Site shall be open to the public free of charge. 7.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 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 into with other organizations, contractors,or participants of 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. 8.Subject to Event Organizer's compliance with its obligations under this Agreement,the City is responsible for the following: Subject to approval of an annual appropriation of funds at the City Commission's sole discretion,the City shall provide Event Organizer with sponsorship funding for the purposes specified herein,in the amount Ninety Thousand Dollars and No Cents ($90,0000)(the "Sponsorship"),shall be paid on a reimbursable basis upon receipt and approval by the City of required supporting documentation (i.e.invoices,cancelled checks,photographs)as detailed in Exhibit C ,and the City's acceptance of the Final Report (Subsection 10).Special event application fees and security deposit shall not be eligible for payment from the Sponsorship funds. 9.Warranties.Event Organizer warrants and represents that it has all necessary rights, authority,licenses and permits necessary to enter into this Agreement,to grant the rights and licenses herein granted,and to carry out its responsibilities as set forth herein.Event Organizer shall utilize the Sponsorship funds to produce the Event in a safe and respectful manner,in accordance with all applicable laws. 10.Final Report.The Event Organizer must provide,within 30 days of the completion of the Event, a Final Report,detailing audience attendance and demographics of the Event,including supporting documentation for the expenditures related to producing the Event (collectively, the "Final Report").The City Manager's designee may also request additional supporting information related to the Event. 11.Sponsorship Requirements The following is a list of publicity and credit requirements for events or programs receiving financial or in-kind support from the City of Miami Beach: a)Prominently display City of Miami Beach logo in all promotional marketing materials related to the event/program including,but not limited to,advertisements,brochures, websites,e-mails,newsletters,banners,posters,event programs,and other print and/or electronic publications in a manner where the City logo is displayed before sponsors of lesser value,and placed in the most prominent position amongst sponsors of the same level. b)Include the following credit line in all print news and press releases and broadcast media:"This event/program made possible with support from the City of Miami Beach" and include a quote from the City of Miami Beach Mayor. 2 Docusign Envelope ID:A37E4EC3-5C07-4 FE2-BF08-D7AB09A163A9 c)W ebsite link to www .miamibeachfl.gov. d)Events/program s offering travel packages will also provide a link for to the following websites: •www .visitmiamibeach.us •www .m iam iandbeaches.com e)On-stage signage and logo placement in a prime location (if applicable). f)Operate within the requirements of all City of Miami Beach existing sponsorships including the non-alcoholic pouring rights agreement with PepsiCo who is granted exclusivity in ALL non-alcoholic beverage categories with the exception of hot tea, dispensed hot coffee and hot cocoa,and Red Bull who is granted exclusivity in the Energy Drink category.As well,all soda and water must be served in non-plastic containers. g)All complimentary tickets provided by an event/event producer shall be consistent with the City Com mission established policy for the distribution of tickets and the City's Administrative Guidelines for Distribution of any tickets and must be sent directly to the City Manager's office,located at 1700 Convention Center Drive --4"Floor.The City reserves the right to negotiate additional terms if in-kind and financial support is in excess of twenty-five thousand dollars ($25,000). 12.Sponsorship Benefits.In consideration of the Sponsorship funding described in this Agreem ent,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 "D"to this Agreement,if any. 13.Event Organizer is responsible for the following: a)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. b)Event Organizer shall retain any and all rights to the Event,including any rights associated with Event-related apparel and/or product sales. c)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 deficiencies or concerns the City may have in connection with the Event. d)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,in connection with any City produced publication, including the City produced magazine or any City media outlets,such as MBTV.This section shall surv ive the termination or expiration of this Agreement. e)Event Organizer shall secure from the City a Special Event Permit in connection with the production of the Event at the Event Site. f)Pilot Seating Activation a.Per Amendm ent No.1 to tho agreement dated October 23,2023,the City funded the cost of furnishing three (3)tables sets,each including two (2)chairs and one (1)umbrella at an estimated cost of $1,032 per set,totaling approximately $3,096 3 Docusign Envelope ID:A37E4EC3-5C07-4FE2-BF08-D7AB09A163A9 (the "Seating"}.NBFA shall be the custodian of the Seating and oversee the function,maintenance,storage,security,and use of the Seating so that it is readily available for use during the Program(s),subject to the following conditions: b.Duration:The pilot program duration shall be until the end of the Term of the Agreement,and should the City extend the NFBA Agreement beyond Term,the terms of the pilot program shall be included. c.Storage:NFBA shall be responsible for but not limited to,the storage,daily setup, load-out and load-in,security,and insurance coverage of the Seating as per the existing language in the Agreement. d.Activation Hours:NFBA shall collaborate with the City to ensure activation hours shall be from Thursday through Sunday from 10:00am-1 0:00pm with guidance from the North Beach Right Of Way (ROW)concession agreements.Hours of operation may be amended at the request of NFBA to the City and upon the City's prior written approval. e.Cleaning:NFBA shall be responsible for the daily maintenance of the Program Area(s)and Program Service Zone,including but not limited to any trash removal associated with the placement and utilization of the furniture.Any costs for removal of the contents of trash receptacles by the City,due to NFBA's failure to clean, shall be charged to NFBA.The dumping or disposal of any refuse,discards,trash, or garbage generated by,or as a result of the concession operations into any City trash receptacles by NFBA (including its staff employees,and/or vendors)shall be strictly prohibited. f.Compliance:NFBA's compliance with maintenance and operation standards shall be subject to periodic inspections by City officials.In case of noncompliance,NFBA may be issued a notice of violation,and corrective action must be taken within thirty (30)days.Failure to rectify the violation may result in termination of the pilot seating activation. g.Termination for Convenience:The City reserves the unilaterally amend the Agreement to terminate this Section upon written notice to NFBA. 14.Insurance.Event Organizer shall purchase and obtain all required Event Insurance policies for the following coverages: a)General Liability coverage in the amount of at least $1,000,000.00 per occurrence; b)$1,000,000.00 Products/Completed Operations; c)$1,000,000.00 Personal and Advertising Injury;at $1,000,000.00 per occurrence; d)liquor liability,in the amount of at least $1,000,000 (if liquor is served or sold)and host liquor liability insurance in the amount of at least $1,000,000.00 or on a separate certificate,the City shall be named as an additional insured; 4 Docusign Envelope ID:A37E4EC3-5C07-4FE2-BF08-D7AB09A163A9 e)worker's compensation as required by the State of Florida,with the statutory limits and Employer's liability with a limit of no less than $1,000,000.00 per accident for bodily injury or disease;and f)all insurance policies for the preceding subsection (a)(d)shall name the City as an additional insured and certificate holder,as follows: a.City of Miami,Beach,Florida b.1700 Convention Center Drive c.Miami Beach,Florida 33139 g)Event Organizer shall provide a Certificate of Insurance evidencing such coverage to the City's Risk Manager no later than 10 days prior to the Event. 15.Compliance with Special Events Permit and Applicable Law.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 the Special Events Permit and 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. 16.Indemnification.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.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. 5 Docusign Envelope ID:A37E4EC3-5C07-4FE2-BF08-D7AB09A163A9 17.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 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. b)Additionally,Event Organizer agrees and acknowledges that,pursuant to Section 82-8 ofthe 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. 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: 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 a defaultunder 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 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 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. 18.Events of Default Termination of Agreement and Remedies. a.The following shall constitute events of default: 1.Any material misrepresentation,written or oral,made by Event Organizer and/or its representatives to City. 2.Failure by Event Organizer to timely perform and/or observe any of the terms and conditions of this Agreement. 3.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 the City,operate as an automatic forfeiture of any rights or benefits conferred under this 6 Docusign Envelope ID:A37E4EC3-5C07-4FE2-BF08-D7AB09A 163A9 Agreement,and accordingly,the City reserves the right to revoke the Sponsorship, including requiring Event Organizer to repay to the City any Sponsorship funds already disbursed and/or discontinuing the funding provided for herein. c.In the event that Event Organizer is in default of any of its obligations under this Agreement,the City reserves the right to pursue all legal remedies available to it including, but not limited to,the right to terminate this Agreement,upon written notice to Event Organizer.In the event of any such termination,the City shall have no further obligation or liability to Event Organizer. 19.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. 20.Audit and Inspections.Event Organizer shall keep accurate and complete books and recordsof all receipts and expenditures relating to this Agreement,in accordance with reasonable accounting standards,and shall retain such books and records for at least four (4)years aftercompletion 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,allthe financial records of the Event Organizer related to this Event. 21.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 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 theCity 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 7 D ocusign Envelope ID :A37E4EC 3-5C 07-4 FE2-BF08-D 7A B09A 163A 9 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. 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 performanceof 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.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 arising under or relating to this contract until such appeals,litigation,or claims are finally resolved. e.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. f.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. 22.No Discrimination:Even Organizer also accepts and agrees to comply with the following Special Conditions: a.Event Organizer hereby agrees that it will comply with Title VI of the Civil Rights Act of 1964 (42 U.S.C.2000d et seq.)prohibiting discrimination on the basis of race,color, national origin,handicap,or sex. b.Event Organizer hereby agrees that it will comply with City of Miami Beach Human Rights Ordinance as codified in Chapter 62 of the City Code,and as amended from time to time, prohibiting actual or perceived discrimination in employment,housing,public accommodations,or public services on the basis of race,color,national origin,religion, sex,intersexuality,gender identity,sexual orientation,disability,marital status,financial 8 Docusign Envelope ID:A37E4EC3-5C07-4FE2-BF08-D7AB09A163A9 status,age,ancestry,height,weight,domestic partner status,labor organization membership,familial situation,or political affiliation. c.The City endorses the clear mandate of the Americans with Disabilities Act of 1990 (ADA) to remove barriers,which prevents qualified individuals with disabilities from enjoying the same employment opportunities that are available to persons without disabilities. d.The City also endorses the mandate of the Rehabilitation Act of 1973 and Section 504 and prohibits discrimination on the basis of disability and requires that sponsorship recipients provide equal access and equal opportunity and services without discrimination on the basis of any disability. 23.Florida Public Records Law: a.Event Organizer shall comply with Florida Public Records law under Chapter 119,Florida Statutes,as may be amended from time to time. b.The term "public records"shall have the meaning set forth in Section 119.011(12),which means all documents,papers,letters,maps,books,tapes,photographs,films,sound recordings,data processing software,or other material,regardless of the physical form, characteristics,or means of transmission,made or received pursuant to law or ordinance or in connection with the transaction of official business of the City. c.Pursuant to Section 119.0701 of the Florida Statutes,if Event Organizer meets the definition of "Contractor"as defined in Section 119.0701(1)a).Event Organizer shall: 1.Keep and maintain public records required by the City to perform the service; 2.Upon request from the City's custodian of public records,provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law; 3.Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed,except as authorized by law,for the duration of the contract term and following completion of the Agreement if Event Organizer does not transfer the records to the City; 4.Upon completion of the Agreement,transfer,at no cost to the City,all public records in possession of the Consultant or keep and maintain public records required by the City to perform the service.If the Consultant transfers all public records to the City upon completion of the Agreement,Event Organizer shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements.If Event Organizer keeps and maintains public records upon completion of the Agreement,the Consultant shall meet all applicable requirements for retaining public records.All records stored electronically must be provided to the City,upon request from the City's custodian of public records,in a format that is compatible with the information technology systems of the City. 9 Docusign Envelope ID:A37E4EC3-5C07-4FE2-BF08-O7AB09A163A9 d.Request For Records;Noncompliance. 1.A request to inspect or copy public records relating to the City's contract for services must be made directly to the City.If the City does not possess the requested records, the City shall immediately notify the Consultant of the request,and Event Organizer must provide the records to the City or allow the records to be inspected or copied within a reasonable time. 2.Grantee's failure to comply with the City's request for records shall constitute a breach of this Agreement,and the City,at its sole discretion,may:(1)unilaterally terminate the Agreement;(2)avail itself of the remedies set forth under the Agreement;and/or (3)avail itself of any available remedies at law or in equity. 3.A Grantee who fails to provide the public records to the City within a reasonable time may be subject to penalties under s.119.10. e.CIVIL ACTION. 1.If a civil action is filed against a Grantee to compel production of public records relating to the City's contract for services,the court shall assess and award against Event Organizer the reasonable costs of enforcement,including reasonable attorneys'fees,if: a.The court determines that Event Organizer unlawfully refused to comply with the public records request within a reasonable time;and b.At least 8 business days before filing the action,the plaintiff provided written notice of the public records request,including a statement that Event Organizer has not complied with the request,to the City and to Event Organizer. 2.A notice complies with subparagraph (1)b)if it is sent to the City's custodian of public records and to Event Organizer at Event Organizer's address listed on its contract with the City or to Event Organizer's registered agent.Such notices must be sent by common carrier delivery service or by registered,Global Express Guaranteed,or certified mail,with postage or shipping paid by the sender and with evidence of delivery,which may be in an electronic format. 3.A Grantee who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. f.IF EVENT ORGANIZER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA STATUTES,TO EVENT ORGANIZER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION:RAFAEL E.GRANADO,CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH,FLORIDA 33139 E-MAIL:RAFAELGRANADO@MIAMIBEACHFL.GOV PHONE:305-673-7411 10 Docusign Envelope ID:A37E4EC3-5C07-4FE2-BF08-D7AB09A 163A9 24.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. 25.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 brought in Miami-Dade County,Florida.BY ENTERING INTO THIS AGREEMENT, THE CITY AND EVENT ORGANIZER EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO,OR ARISING OUT OF,THIS AGREEMENT.Each party shall be responsible for their own attorney's fees and costs. 26.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. 27.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 the City and Event Organizer.In no event shall Event Organizer represent to any third party that it isacting as an agent,representative or on behalf of the City for any purpose or in any mannerwhatsoever. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. 11 Docusign Envelope ID:A37E4EC3-5C07-4FE2-BF08-D7AB09A163A9 IN WITNESS WHEREOF,the Parties or their duly authorized representatives hereby execute this Agreement on the date written below. ATTES7d Rafael E.Granado City Clerk Date FOR EVENT ORGANIZER: ATTEST: CITY OF MIAMI BEACH,FLORIDA By: City Manager APPROVED AS TO FORM &LANGUAGE &FOR EXECUTION•9al d 4$$%%±lat--#RtS%.$?Cy t rey on ae 5$"E±::·'4pt:0%7D;;?jl""f""NORMANDY FOUNTAIN BUSINESS23.Sy4 Ga7i8..ASSOCIATION INC3$/4236.°'"r" NOV 8 2024 B David SextonY-·----------- President Print Name/Title Oct 16 2024 Date 12 Print Name/Title Docusign Envelope ID:A37E4EC3-5C07-4FE2-BF08-D7AB09A163A9 Exhibit A Scope of Services The City hereby grants to NFBA the non-exclusive right,during the Term of this Agreement,to develop no less than eighteen (18)family-friendly cultural programs as described herein (the "Program")generally,in the following Program Service Zone and specifically,upon the following Program Areas (hereinafter such areas shall be referred to individually as a Program Area,or collectively as the Program Areas). NFBA shall curate,operate and manage cultural programming for the Program Areas. Programming shall be described as high-quality curated events that touch on the creative pillars of music,cinema,visual arts,wellness,cuisine,and the small artisanal business community,as particularly described in Exhibit "A-1"(The "Program"or "Services").The Program shall activate and enhance the Program Service Zone and the immediately surrounding community and create a family-friendly,safe environment without diminishing its commercial energy,further enhancing its reputation as one of the world's most iconic destinations and thoughtfully highlighting its internationally acclaimed architecture,park,and beach.The Program should establish a curatorial vision that incorporates music,culture,arts and entertainment. Program Service Zone. The Program Service Zone shall be defined as Normandy Fountain Plaza,located 7802 Rue Vendome,Miami Beach,Florida (also referred to herein as the "City Property")as depicted in Exhibit "B"incorporated herein by reference,and attached hereto.Any modification to the Program Service Zone shall be subject to the prior written approval of the City Manager,in its sole and absolute discretion. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. 13 D o cusig n E nvelope ID :A 37E4EC 3-5C 07-4FE2-BF08-D 7A B09A 163A 9 Exhibit A-1 O M #AN D FOUNTAIN BUSINESS ASSOCIATION PR O P O S E D N O R M A ND Y F O U NT A IN 2024/2025 SEA SON Fri O ct 4 Friday Nights at the Fountain 6p-9p Fri Oct 11 Friday Nights at the Fountain 6p -9p Sat O ct 12 LO VEisLOVE 6p -9p Thu Oct 17 Culture Crawl 6:30p -8:30p Fri O ct 18 Friday Nights at the Fountain 6p-9p Sun Oct 20 Pink Pum pkin Patch 6p -8p Fri O ct 24 Friday Nights at the Fountain 6p-9p Sun Oct 27 Day of the Dead Salsa 6p -9p Fri O ct 31 Friday Nights at the Fountain 6p -9p Fri Nov 1 Friday Nights at the Fountain 6p-9p Fri Nov 8 Friday Nights at the Fountain 6p -9p Sat Nov 9 FO O M Fountain 6p-9p Fri Nov 15 Friday Nights at the Fountain 6p-9p Sun Nov 17 Viva Italia 6p -8p Thu Nov 21 Culture Crawl 6.30p -8:30p Fri Nov 22 Friday Nights at the Fountain 6p -9p Fri Nov 29 Friday Nights at the Fountain 6p -9p Sun Dec 1 Festival of Lights 6p-9p Fri Dec 6 Friday Nights at the Fountain 6p-9p Sun Dec 8 NoBe Art Walk 6p -9p Fri Dec 13 Friday Nights at the Fountain 6p-9p Sun Dec 15 ECO -Fest 6p-9p Thu Dec 19 Culture Crawl 6:30p-8:30p Fri Dec 20 Friday Nights at the Fountain 6p-9p Fri Jan 3 Friday Nights at the Fountain 6p-9p Fri Jan 10 Friday Nights at the Fountain 6p -9p Sat Jan 11 FO O M Fountain 6p-9p Thu Jan 16 Culture Crawl 6:30p -8:30p Fri Jan 17 Friday Nights at the Fountain 6p -9p Fri Jan 24 Friday Nights at the Fountain 6p-9p Sun Jan 26 PawPalooza 6p-8p Fri Jan 31 Friday Nights at the Fountain 6p-9p Sun Feb 2 Fountain Film Night 6p-9p -r' 14 Docusign Envelope ID:A37E4EC3-5C07-4FE2-BF08-D7AB09A163A9 Fri Feb 7 Friday Nights at the Fountain 6p -9p Sun Feb 9 Vive La France!6p-9p Fri 14 Friday Nights at the Fountain 6p-9p Sun Feb 16 NoBe Nuptials 6p -9p Thu Feb 20 Culture Crawl 6:30p -8:30p Fri Feb 21 Friday Nights at the Fountain 6p-9p Sun Feb 23 Taste of the Fountain 6p-8p Fri Feb 28 Friday Nights at the Fountain 6p-9p 15 Docusign Envelope ID:A37E4EC3-5C07-4FE2-BF08-O7 AB09A 163A9 Exhibit B Site Plan 16 t.. o, »·;i ,,/-·•/r,/' // i¥'\ Docusign Envelope ID:A37E4EC3-5C07-4 FE2-BF08-D7AB09A163A9 Exhibit C Payment Schedule Compensation and Schedule of Payments Normandy Fountain Plaza (Total Compensation $90,000) City shall pay NFBA the total sum of Ninety Thousand Dollars and No Cents ($90,0000)for Program services at Normandy Fountain Plaza,as contemplated in the Agreement,as follows: Payment #1-Forty-Five Thousand Dollars and No Cents ($45,000)to be paid upon the signing of the Agreement. Payment #2-Forty-Five Thousand Dollars and No Cents ($45,000)to be paid upon completion of all programming activities in Normandy Fountain Plaza,as outlined in the Agreement. NFBA will be paid in accordance with the foregoing specified installments,upon submission of satisfactory invoices and documentation substantiating satisfactory completion of the portion of the Services for which payment is requested,upon City's acceptance of said portion of Services.Additionally,the invoice shall include a written progress report,with a narrative discussion of all activities in progress during the report period and projected programmatic activities,including photo and video documentation where appropriate. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. 17 Docusign Envelope ID:A37E4EC3-5C07-4FE2-BF08-D7AB09A163A9oACORDCERTIFICATEOF LIABILITY INSURANCE I OATE (MM/DD/YYYY) ~10/25/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Kristin UtechtNAME: Utecht Insurance Underwriters %[Jg,5 ,(954)391-7333 I FAX (954)367-5913(AIC,No): 12401 Orange Drive E-MAIL kristin@utechtins.comADDRESS: Suite 100C INSURER{Sl AFFORDING COVERAGE NAIC# Davie FL 33330 INSURER A:PHILADELPHIA INS CO Rated A++(Superior)by Al 18058 INSURED INSURER B: Normandy Fountain Business Association INSURER C: Clo Urban Resource LLC INSURER D: PO BOX 415700 INSURER E: Miami Beach FL 33141 INSURER F: COVERAGES CERTIFICATE NUMBER·REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXPLTRnuucrArPOLICYNUMBER(MM/DDNYYYY )fMM/DD/YYYY l LIMITSXCOMMERCIALGENERALLIABILITYEACHOCCURRENCEs 1,000,000 [lave»oe []occs DAMAGE TO RENTED 100,000I-PREMISES (Ea occurrence)s-MED EXP (Any one person)s 5,000 A X PHPK2597594 10/17/2024 10/17/2025 PERSONAL &ADV INJURY $1,000,000-GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $2,000,000 ~□PRO-Lle-2,000,000POLICYJECTPRODUCTS-COMP/OP AGG $ OTHER:s AUTOMOBILE LIABILITY 2%2222,7a.euw s-ANY AUTO BODILY INJURY (Per person)s-OWNED -SCHEDULEDAUTOSONLYAUTOS N/A BODILY INJURY (Per accident)s-HIRED -NON-OWNED PROPERTY DAMAGEAUTOSONLYAUTOSONLY(Per accident)$ I-- $ UMBRELLA LIAB HOCCUR EACH OCCURRENCE s-EXCESS LIAB CLAIMS-MADE N/A AGGREGATE s OED I I RETENTION$$ WORKERS COMPENSATION /E#re l I OTH- AND EMPLOYERS'LIABILITY ER Y/NANYPROPRIETOR/PARTNER/EXECUTIVE □E.L.EACH ACCIDENT sOFFICER/MEMBER EXCLUDED?NIA NIA (Mandatory in NH)E.L.DISEASE -EA EMPLOYEE SIfyes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE -POLICY LIMIT s Directors &Officers Limit of Liability $1,000,000 A X PHSD1823165-005 10/17/2024 10/17/2025 Ded $2,500 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) 7102 Rue Vendome Miami Beach,FL 33141 Below listed as additional name insured CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRA TION DATE THEREOF,NOTICE WILL BE DELIVERED IN Additional Insured City of Miami Beach ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 1700 Convention Center Drive r L-ta.at.tteatMiamiBeachFL33139 ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD Docusign Envelope ID:A37E4EC3-5C07-4FE2-BF08-D7AB09A163A9 MIAMI BEACH 1TT7) EC1IEE7EE L7LEIT E'LE 2025 Normandy Fountain -Sponsorship Agreement Normandy Fountain Business Association 57:7 7 HT7T T ?f Rickelle Williams Tye7g.7lg] 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 x Type 5-Grant agreements with the City as the grantor Type 7--Inter-governmental agency agreement Type 8-Other: On September 25,2024,the Mayor and City Commission approved the FY 2025 Operating Budget that included an allocation of $90,000 for North Beach cultural activations for Normandy Fountain,specifically for contracting with the Normandy Fountain Business Association for the FY 2024/2025 season of events. Funding is appropriated in the General Fund and the amount is within the City Manager's delegated authority of $100,000 under PO.16.02. E7ELITE]LEE EICHE!I October 1,2024 -September 30,2025 Annual E:ITALIC7I II7AB October 1,2024 -September 30,2025 IT:IT'IT7TIT Grant Funded:I I Yes I X No I I State I I Federal I I Other:I EE"EI!EE"ETTI STET ETTI.I¥TT77G EEC:CZIAETELTJ 1 $90,000 011-0380-000349-25-406-548-00-00-00-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. LETT7ET7 City Commission Approved:I X I Yes I I No J Resolution No.:J CC Agenda Item No.:J CC Meeting Date:I 2024-33294 ]R7 I September 25,2024 If no,explain why CC approval is not required: egal Form Approved:I I Yes I I No I If no,explain below why form approval is not necessary: r2C Procurement: Budget: Risk Management: Information Technology: Fleet &Facilities: