HomeMy WebLinkAbout2019-237-3366 Sponsorship/Use Agreement with SuperFest Miami LLC RESOLUTION NO. 2019-237-3366
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
MIAMI GARDENS, FLORIDA, SUPPORTING THE SUPER FEST
MIAMI LIVE TO BE HELD ON THE CITY'S 35-ACRE PARCEL
LOCATED ON 27TH AVENUE; AUTHORIZING THE CITY
MANAGER TO EXECUTE A SPONSORSHIP/USE AGREEMENT
FOR SUPER FEST MIAMI LIVE IN SUBSTANTIAL FORM AS
THAT AGREEMENT ATTACHED HERETO AS EXHIBIT "A";
AUTHORIZING A SPONSORSHIP IN THE AMOUNT OF ONE
HUNDRED THOUSAND DOLLARS ($100,000.00) AND IN-KIND
SERVICES IN SUPPORT OF SUPER FEST MIAMI LIVE NOT TO
EXCEED ONE HUNDRED FIFTY THOUSAND DOLLARS
($150,000.00); PROVIDING FOR THE ADOPTION OF
REPRESENTATIONS, PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, in 2020 the City of Miami Gardens will be showcased to the world as
we host the LIV Super Bowl Championship Game, and
WHEREAS, this has created an opportunity for Miami Gardens to partner with
entities to bring world-class entertainment to our City for the Residents and visitors to
enjoy, and
WHEREAS, the Super Fest Miami LIVE group is one such entity, and
WHEREAS, Super Fest Miami LIVE will be a community, music, sports and
entertainment festival highlighting the cultural of the area, and
WHEREAS, there will be zones of interactive activities while guests taste, shop
and play in Miami Gardens, and
WHEREAS, zones will include a Amusement Center & Family Zone, Miami
Nights, Fan Zone, The Sound Stage, Vendor Marketplace, and Hospitality Zone, and
WHEREAS, Staff recommends approving this resolution in support of Super Fest
Miami LIVE to be held on the City's 35-acre parcel located on 27th Avenue; authorizing
the City Manager to negotiate terms and execute a sponsorship/use agreement,
attached hereto in substantial form, for Super Fest Miami LIVE; and authorizing a One
Hundred Thousand Dollars ($100,000.00) sponsorship and in-kind services in support
of Super Fest Miami LIVE not to exceed One Hundred Fifty Thousand Dollars
($150,000.00), and
WHEREAS, the Agreement will be between SuperFest Miami Live, LLC and
SuperFest Miami LLC and BH Miami Town Center, LLC the contract purchaser of the
property where the event is to take place,
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF MIAMI GARDENS, FLORIDA AS FOLLOWS:
Section 1 : ADOPTION OF REPRESENTATIONS: The foregoing Whereas
paragraphs are hereby ratified and confirmed as being true, and the same are hereby
made a specific part of this Resolution.
Section 2: AUTHORIZATION: The City Council of the City of Miami Gardens
hereby supports the Super Fest Miami LIVE to be held on the City's 35-acre parcel
located on 27th Avenue; authorizes the City Manager to execute a Sponsorship/Use
Agreement for Super Fest Miami LIVE in substantial form as that Agreement attached
hereto as Exhibit "A", and authorizing a sponsorship in the amount of One Hundred
Thousand Dollars ($100,000.00) and in-kind services in support of Super Fest Miami
LIVE not to exceed One Hundred Fifty Thousand Dollars ($150,000.00).
Section 3: EFFECTIVE DATE: This Resolution shall take effect immediately
upon its final passage.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF MIAMI
GARDENS AT ITS REGULAR MEETING HELD ON NOVEMBER 13, 2019.
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Resolution No. 2019-237-3366
OLIVER GILBERT, III, MAYOR
ATTEST:
V .-
MARIO
BATAILLE, CMC, CITY CLERK
PREPARED BY: SONJA KNIGHTON DICKENS, CITY ATTORNEY
SPONSORED BY: CAMERON D. BENSON, CITY MANAGER
Moved by: Councilman Williams Jr.
Seconded by: Councilwoman Odom
VOTE: 6-0
Mayor Oliver Gilbert, III X (Yes) (No)
Vice Mayor Rodney Harris X (Yes) (No)
Councilwoman Katrina Wilson (Yes) (No) (Absent)
Councilman Erhabor Ighodaro, Ph.D. X (Yes) (No)
Councilwoman Lillie Q. Odom X (Yes) (No)
Councilman Reggie Leon X (Yes) (No)
Councilman David Williams, Jr. X (Yes) (No)
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Resolution No. 2019-237-3366
CITY OF MIAMI GARDENS
TEMPORARY SPONSORSHIP/USE AGREEMENT
This Temporary Sponsorship/Use Agreement (this "Agreement") is entered into this day of
, 2019 between the CITY OF MIAMI GARDENS (the "CITY"), having an address
of 18605 NW 27th Avenue, Miami Gardens, Florida 33056, BH Miami Gardens Town Center
LLC,and SuperFest Miami LLC, having an address of XX (the "SUPERFEST") offering services.
The CITY AND USER MUTUALLY AGREE AS FOLLOWS:
1. TERM. This Agreement shall be effective for a fo ;;i month term, commencing on
November XX, 2019. This Agreement shall terminate 'qua XX 2020, unless earlier
terminated pursuant to this Agreement. This contract is xclusive contract.
2. TERMS AND CONDITIONS. SUPERFEST to
orm all services as outlined
within Scope of Work Proposal attached hereto hibit "A"a ocation outlined on Exhibit
"B" attached hereto ("the Premises). The scop, rk shall also b med to include providing
all goods and performing all actions necessa complete the task S FEST has agreed to
perform, whether specifically included in the sc f work or not. Terms onditions shall also
be deemed to include a schedule of respectiv / ion ility usage,�" regulations for
/
promotional materials. The City will ee to perfor�/ s as outlined the Scope of
Work Proposal attached hereto as
3. SPONSORSHIP.
A. The City sh ^sorsh
ponso in t unt oF1 Hundred Thousand Dollars
($100,000.0EST as sid SU FEST services under this
Agreement " O ��%
B. The Sponsors all be t otal amo aid to SUPERFEST by the City for all services
including out-of-pco shall p o other compensation to SUPERFEST. The
S � III�b �� ,
�j UP EST completes all contracted work and
es theith a /oice de �e services rendered.
C. In tion to the men t compensation, the City shall provide in-kind services
not teed $150,0 to co /services outlined within the Scope of Work Proposal
attache to as Exh "C," plus the use of the 35-acres valued at $12.5M.
4. INDEPENDON TOR AND SUBCONTRACTORS. This Agreement calls for
the performance of th of SUPERFEST as an independent contractor and not as an
employee of the CITY. FEST has control over the means and methods by which it
performs its services under is Agreement. The SUPERFEST shall be deemed an independent
contractor and not an agent or employee of the CITY, and shall not attain any rights or benefits
generally afforded to CITY employees; further shall not be deemed entitled to the CITY'S worker's
compensation, insurance benefits or similar protections or benefits. The SUPERFEST shall obtain
written approval prior to engaging any subcontractor(s) to assist with fulfilling the obligations
outlined in this Agreement.
5. INDEMNITY. To the fullest extent permitted by law, and subject to the limitations of
Section 768.28 Florida Statutes, each party will indemnify the other, as well as each of the other's
foregoing's respective officials, officers, directors, partners, members, managers, shareholders,
agents, contractors and employees (collectively, "Indemnified Parties")from and against any and
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CITY OF MIAMI GARDENS
all claims, losses, expenses (including reasonable attorneys' fees) or liabilities (collectively,
"Claims") of any kind arising from or in any way related to the indemnifying party's negligent or
willful acts or omissions, or a breach of any term, condition, covenant, representation or warranty
contained in this Agreement. Notwithstanding the foregoing, neither party shall have on obligation
to indemnify the other from and against any Claims resulting directly from such indemnified party's
gross negligence or willful misconduct of The City. The City shall not be held liable to pay a
personal injury or property damage claim or judgment by any one person which exceeds the sum
of $200,000, or any claim or judgments or portions thereof, which, when totaled with all other
occurrence, exceeds the sum of $300,000 from any and all personal injury or property damage
claims, liabilities losses and causes of action which may arise solely as a result of the performance
of this Agreement. One percent (1%) of the contract amount sh II represent the consideration to
be provided for this indemnification.
6. INSURANCE. The SUPERFEST shall provi , tain general liability insurance
coverage, for personal injury and property da the m amount of One Million
($1,000,000.00) Dollars combined single limit/
The SUPERFEST shall also be required to pro nd maintain, during e of the Agreement,
comprehensive automobile liability insurance co e for y injury an erty damage in
the minimum amount of$500,000.0 mbined sing
Such liability policy of insurance shal / the City H Miami Gardens Town Center as
additional insureds and SUPERFESV!Q IN a full � ctive certificate to that effect,
evidencing no less than t 30) day n� of ca on. j�j,
The SUPERFEST s oprj City wit S O ST has workers'compensation
insurance in an amo hich sa s the re ents of FI ida Law, for any employee of the
SUPERFEST.
The SU % I notj� enc ur%
nt to this Agreement until all insurance
requir stated he s b btained ch insurance has been approved by the City.
7. B ROUND ENI The SUPERFEST, including employees and
subcontract i/ f SUPER F mus��ply with all City, State, and Federal guidelines
regarding ba ° and scree s. The SUPERFEST must submit an affidavit stating
compliance to all cable gui, nes.
8. NO ASSIGNM� /SUPERFEST shall not, under any circumstances, assign this
Agreement or its rights o. without prior written authorization from the CITY.
9. TERMINATION. CITY may, for its convenience and without cause, terminate this
Agreement by giving SUPERFEST written notice at least thirty (30) days prior to the effective date
of the termination. The CITY may terminate this Agreement for cause immediately and without
prior notice to SUPERFEST should the CITY determine that SUPERFEST has breached any
provision of this Agreement. Should the CITY terminate this Agreement for cause, the CITY shall
provide notice as soon as possible to the SUPERFEST. SUPERFEST may terminate this
Agreement by giving the CITY written notice at least thirty (30) days prior to the effective date of
termination. If either party terminates this Agreement, the CITY shall not be responsible for
payment of the Sponsorship fee.
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CITY OF MIAMI GARDENS
10. NOTICE. Notice shall be deemed given when personally delivered. faxed with a fax
return or seventy-two (72) hours after deposit in the United States mail postage prepaid, return
receipt requested, addressed as follows
SUPERFEST: CITY:
Cameron D. Benson, City Manager
City of Miami Gardens
18605 NW 27th Avenue
Miami Gardens. Florida 33056
With a copy to:
Sonja K. Dickens, City Attorney
118605 NW 27th Avenue
jMiami Gardens, Florida 33056
j
12. TARDINESS & CANCELLATIONS. Any planned cancellations or c ges must be
approved by CITY. CITY reserves the right to terminate this Agreement for any mason, including
tardiness or unapproved cancellations �//
13. MISCELLANEOUS.
a. This Agreement is the only Agreemettbetween3FEftIF BH Miami Gardens Town
Center LLC, and CITY relating to the SUPERFEST may be amended in writing and
agreed upon by all parties., waiver of any term or condition of this Agreement shall be
continuing waiver Of.
The parties acknowledge and a t by agreeing to allow SUPERFEST to use the
raises descr}eO,�%herein, that no le d interest in being created.
b. TFre SUPERFEST, bout aeonal expenses to CITY or BH Miami Gardens Town
Center LLC, be responale for o# ining any necessary licenses and for complying with
any applicable federal, o e, county, and municipal laws, ordinances, and regulations in
connection with the performance of the services specified herein.
c. No modification, amendment. or alteration of the terms and conditions contained herein
shall be effective artless contained in a written document executed with the same formality
and of equal dignity herewith.
d. This Agreement sets forth the full and complete understanding of the Parties as of the
effective date, and supersedes any and all negotiations, agreements, and representations
made or dated prior to this Agreement.
e. The City and SUPERFEST shall keep all books, records and rosters in accordance with
regularly accepted accounting procedures, and shall make those documents available to
the CITY for inspection and audit at all times.
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CITY OF MIAMI GARDENS
f. This Agreement shall be construed and governed pursuant to Florida law. Any litigation
between the parties, which arises out of or is related to this Agreement, shall be
maintained solely in the Florida state courts situated in Miami-Dade County, Florida.
Further, the parties hereby expressly waive any right to trial by jury in any litigation
between the party, which arise out of or is related to this Agreement.
g. In the event that either party is required to file legal action to enforce provisions under this
Agreement, the prevailing party shall be entitled to its costs of collection, attorney's fees
and costs, and interest at the maximum rate allowable by law.
14. COMPLIANCE WITH FLORIDA PUBLIC RECORDS L S. To the extent
required by law, SUPERFEST shall comply with the publi rds laws in accordance with
Chapter 119, Florida Statutes. Specifically, SUPERE,".�` agrees to comply with Section
119.0701, Florida Statutes. Public records shag an ah documents, papers, letters,
maps, books, tapes, photographs, films, sou 11
data processing software, or
other material, regardless of the physical form, aracteristics, orTeans of transmission,
made or received pursuant to law or ordinance or in connection I/ the transaction of
official business by any agency, as defined in Section-119.011, Fwida Statutes, as
amended. The City shall make the sole determination ich records, icy, are exempt
from inspection. This clause shaff ,serve the duration of the Agreement. IF THE
SUPERFEST OR CONTRACTORSTIONS REGARDING THE APPLICATION
H
OF CHAPTER 119, FLORIDA STAIES,'*
D0THE SUPERFEST OR CONTRACTOR S
%,
DUTY TO PROVIDE PUBLIC RECORD. RELATI'fib �, TO CONTRACT, CONTACT
RTHWEST 27TH AVENUE,
THE CUSTODIAN €3�jPUBLfiC RECO AT /
MIAMI GARDENS, RIDA 33056.
15. SEVERABILITY. �/� ar provision of this Agreement shall to any extent be held
invalid or 1 by rt of / tent fYiiction, the remainder of this Agreement shall not be
affecte(*6eby, anto provision ofthis agreement shall be valid and be enforced
to the fextent permit �y la�j//,
16. WAIV The fa"diQ of eithW party to this Agreement to object to or to take
affirmative action with respect tq y conduct of the other which is in violation of the terms of this
Agreement shall not t constru s a waiver of the violation or breach, or of any future violation,
breach or wrongful co, t.
No waiver by the CITY of provision of this Agreement shall be deemed to be a waiver of any
other provisions hereof or of any subsequent breach by the SUPERFEST of the same, or any
other provision or the enforcement thereof. The CITY's consent to or approval of any act by
SUPERFEST requiring the CITY's consent or approval shall not be deemed to render
unnecessary the obtaining of the CITY's consent to or approval of any subsequent consent or
approval of SUPERFEST, whether or not similar to the act so consented to or approved
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day
and year as first stated above.
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CITY OF MIAMI GARDENS
CITY OF MIAMI GARDENS
By: By
Cameron D. Benson
City Manager
ATTEST:
By:
Mario Bataille, City Clerk
Approved as to Legal form:
��%
By
Sonja K. Dickens, City Attorney 42111
BH MIAMI GARDENS TOWN CENT
Title
SUPERFEST MIAMI LLC
Title
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CITY OF MIAMI GARDENS
EXHIBIT "A"
Terms and Conditions - Scope of Work Proposal for SuperFest Miami, LLC
• SuperFest Miami LLC to commit a compensated staff/team, including roles for site
development, creative/design, drafting, project management, and production oversight
• Equipment costs
• Travel/expenses for kickoff and development meetings in Miami for core team
• On-site trailer and power/tech services as hub for SuperFest Miami LLC
meetings/development
• Permitting for on-site trailer
• Security for on-site trailer
• Fencing around frontage and event portions of the site
• Branding/marketing graphic screens for installation on the entirety of the fence
• Costs associated with developing Master Plan with fird parties GC (XX), Project Services
Partner (XX) and Site Manager (XX)
• Cover costs associated with waste removal and all utilities as well as coordinate all County
operated services e.g. Fire, EMT, etc.
• SuperFest Miami LLC to secure all governmental permits and approvals required by
applicable laws and regulations to execute the event
O',MEN
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CITY OF MIAMI GARDENS
CITY OF MIAMI GARDENS
EXHIBIT "C"
Terms and Conditions - Scope of Work Proposal for City of Miami Gardens
• The City shall authorize the use of the said property for the activation of SuperFest
Miami LIVE event
• The City will assign a team to expedite all City issued permits
• City of Miami Gardens will provide in-kind services in an amount up to $150,000 to
include a combination of permit fees, police services ar ocle enforcement services
• The City will assist with arrangements, but not cover costs`, of waste removal.
• Active collaboration with City of Miami Gardens offtciaEs during the development process
• The City shallnot authorize food truck vendors as a special event on the Premises from
January 15th. 2020 — February 4111. 2020
j
j
I
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