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HomeMy WebLinkAboutReso 2011-1680 RESOLUTION NO. 2011 - II. 90 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING AN AGREEMENT WITH OFFSHORE EVENTS, LLC, FOR OFF-SHORE POWERBOAT RACES IN SUNNY ISLES BEACH SCHEDULED JUNE 16-19,2011, IN AN AMOUNT NOT TO EXCEED FORTY THOUSAND DOLLARS ($40,000.00), IN SUBST ANTIALL Y THE SAME FORM AS EXHIBIT "A", ATTACHED HERETO; AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT; AUTHORIZING THE CITY ATTORNEY AND CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THE TERMS OF THE AGREEMENT; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Sunny Isles Beach desires to present off-shore powerboat races from Thursday, June 16,2011 through Sunday, June 19,2011 to coincide with the City's 14th Anniversary Celebration; and WHEREAS, Offshore Events, LLC produces and promotes the sport of Offshore Powerboat Racing and the individuals, firms corporations and other business entities who participate therein and is an organization formed for the purposes of the promotion, development, organization and operation of powerboat racing events under the name of Offshore Events, LLC; and WHEREAS, Offshore Events, LLC and the City are desirous of entering into a mutually beneficial agreement whereby Offshore Events shall produce an offshore race event of no less than 4 days of activities including one day of sanctioned offshore powerboat races; and WHEREAS, the City wishes to enter into an agreement with Offshore Events LLC for off- shore powerboat races in the City from Thursday, June 16,2011 through Sunday, June 19,2011, in an amount not to exceed Forty Thousand Dollars ($40,000.00), in substantially the same form as Exhibit "A", attached hereto. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Approval of Agreement. The agreement with Offshore Events LLC for Off-Shore powerboat races in the City from Thursday, June 16,2011 through Sunday, June 19,2011, in an amount not to exceed Forty Thousand Dollars ($40,000.00), attached hereto as Exhibit "A", be, and the same, is hereby approved. Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said Agreement. Section 3. Authorization of City Attorney and City Manager. The City Attorney and City Manager are hereby authorized to do all things necessary to effectuate the terms of this Agreement. Section 4. Effective Date. This Resolution will become effective upon adoption. R2011- Offshore Events LLC Agmt Page I of2 PASSED AND ADOPTED this 23rd day of February 2011. ATTEST: &~~ Jane A. Hines, CMC, City Clerk APPROVED AS TO FORM AND LE SUF IENCY: Vote: 5-0 Mayor Edelcup Vice Mayor Thaler Commissioner Aelion Commissioner Gatto Commissioner Scholl R2011- Offshore Events LLC Agmt ~Yes) (Yes) ~y es) ~Yes) -----lL. (Yes) Moved by: Seconded by: _(No) _(No) _(No) _(No) _(No) Page 2 of2 ('j)}~ ~OLL ~~ ~L1ol.J . AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH AND OFFSHORE EVENTS FOR POWERBOAT RACE CONTRACT NO. CIOII-030 TillS AGREEMENT (Agreement) is entered into this 6" /t.- day of M ~......... , 2011, by and between the City of Sunny Isles Beach, a municipal corporation of the state of Florida ("the City") and Offshore Events Enterprises, LLC ("Offshore Events") a limited liability company operating and existing under the laws of the State of Florida. RECIT ALS WHEREAS, Offshore Events has as its purpose servicing and promoting the sport of offshore powerboat racing and the individuals, ftrms, corporations and other business entities who participate therein and is an organization formed for the purposes of the promotion, development, organization and operation of powerboat racing events under the name of Offshore Events; and WHEREAS, Offshore Events and the City are desirous of entering into a mutually beneftcial agreement whereby Offshore Events shall produce an offshore powerboat race event. NOW THEREFORE, in consideration of the mutual covenants contained herein the parties agree as follows: 1. Payment: The City agrees to pay to Offshore Events an amount not to exceed $40,000 (Forty Thousand Dollars) for the powerboat race scheduled for Friday, June 17, 2011, through Sunday, June 19,2011 (hereinafter referred to as "Race" or "Event"). (a) City's Responsibilities: The City's responsibilities for this Agreement shall be limited to an amount not to exceed $40,000 (Forty Thousand Dollars). All City costs associated with police, safety, rescue and all other City services, including regular pay, overtime pay, etc. shall be provided in-kind by the City. The City's Public Works Department will provide assistance for areas within the City of Sunny Isles Beach. In addition to the $40,000 costs referenced above, the City shall provide the following fees and/or costs: (1) Non-paid advertising for press releases and local advertising; and (2) The City will provide in-kind advertising through the City's website, newspaper, and its local cable access channel, as well as through press releases to other news media outlets. The City will also provide advertising through the City's e-mail "eSmI" program and the City's "sunnyislesbeachmiami.com" website. The City will make a good faith effort to obtain additional sponsor recruitment for the Race. However, under no circumstances will the City be fmancially responsible for any inability to secure such additional sponsor recruitment. CIOII-030 OFFSHORE EVENTS Powerboat Racing Agreement SIB Page 1 of 12 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax The City will assist Offshore Events, if necessary, to obtain permits from Miami-Dade County or other governmental agencies. (b) Offshore Event's Responsibilities: Offshore Events shall be responsible for the following fees and/or costs: (1) Registration and sanction fees; (2) Coast Guard permits and other necessary governmental permits and/or approvals; (3) Obtaining any approval for onsite properties located in Miami-Dade County; (4) Security to protect the areas that included the Racers Village or Dry Pits, Wet Pits or launching Area; (5) Insurance Requirements; (6) Race Course set up; (7) Medical and Safety Teams; (8) Race Offtcials; (9) Offshore Events' Race Coordinator; (10) Wrist Bands, weekend passes and/or credentials for the Race; (11) All activities listed on the Schedule of Events, attached hereto as Exhibit "A". The Schedule of Events shall include a nationally sanctioned offshore powerboat race off the coast of Sunny Isles Beach on Sunday, June 19, 2011. Offshore Events shall provide, or shall make the necessary arrangements, for all technical inspections, chief referee, scorers, and other personnel deemed necessary for the operation of a nationally sanctioned powerboat race; (12) All medical and safety teams, as well as all necessary medical, patrol, turn, tow, pace and course set boats and drivers and volunteers or staff at a level required by the national sanctioning organization and the U.S. Coast Guard; (13) All equipment, supplies, and personnel to produce the race events including but not limited to, the helicopters, cranes, transport vehicles, boats, docks, fencing, tents, coolers, signs, banners, flags, buoys, registration computers/printers, lights, portable restrooms, security, ticket sales, media relations, and race coordination; (14) Advertising and promotion of race events as ftrst approved by the City; (15) Police and ftre as required by the U.S. Coast Guard Permit; (16) Prize money, trophies and all other associated fees and costs; and (17) Prominent sponsor area in the Racer's Village for City promotional products. 2. Term. This Agreement is for the Race scheduled for, at a minimum, Friday, June 17,2011, through Sunday, June 19,2011, and shall terminate at the end of said Race. The Race shall be scheduled to include the following: One (1) Bimini Ocean Race on Friday, June 17, 2011. One (1) day of scheduled testing/qualifying/racing on Saturday, June 18, 2011. One (1) day of nationally sanctioned offshore powerboat racing along the shores of the City limits on Sunday, June 19,2011, with a minimum of two (2) racing events. The times for both dates shall be from 9:00 a.m. to 5:00 p.m. or as otherwise agreed to in writing by the parties. The number of races and category composition of the races may be modifted depending on the number of boats registered to race in each category, the construction of the race course and in the interest of the safety of the offshore racers. The Chief Referee will be responsible for the determination of the number of races and category composition or as otherwise required by applicable Federal, State CIOII-030 OFFSHORE EVENTS Powerboat Racing Agreement Page 2 of 12 SIB City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax or local laws or the laws of the State of Florida and/or licenses, permits and approvals to conduct the Race. 3. Payment Schedule. The City shall pay the above referenced fees as follows: (a) The City shall pay Offshore Events up to $20,000.00 anytime after execution of this Agreement and before April 15, 2011, upon presentation of invoices to the City. (b) The City shall pay Offshore Events up to an additional $10,000.00 anytime after April 15, 2011 and before May 15,2011, upon presentation of invoices to the City and provided that all permits have been secured, verification of adequate safety personnel, insurance requirements are met and conftrmation of fmancial ability to produce the race event as described above in Section 2. (c) Final payment of $10,000.00 shall be paid by City to Offshore Events at the completion of the race event but not later than 10 (ten) business days following the race event. This fmal payment may be reduced in the event the City fmds it necessary to direct pay any cost to support the event to insure its success as mutually agreed to with Offshore Events. 4. Coast Guard Permits and Other Necessary Governmental Permits and/or Approvals. Offshore Events shall (a) make prompt application to the Coast Guard and any other necessary governmental agencies, including but not limited to Marine Patrol, Miami-Dade County, etc. to obtain permits and other approvals required for racing on Friday, June 17, 2011, through Sunday, June 19, 2011 from 9:00 a.m. to 5:00 p.m. on all dates, or as otherwise agreed to in writing by Offshore Events, (b) furnish accurate and complete information regarding the Race as required, (c) pursue such application(s) with diligence, (d) cooperate in good faith with the Coast Guard and any other necessary governmental agencies to obtain such permits and approval(s). Offshore Events hereby agrees to cooperate with the City of Sunny Isles Beach and comply with all requirements of the Coast Guard and any other governmental agencies for such permits and/or approval(s) and shall furnish the City with a copy of said applications and a copy of said permits and/or approvals promptly after receipt thereof. Offshore Events shall provide the Coast Guard or any government agency with any documents, information and any other relevant requirements including but not limited to its safety plan and race course information. In addition, Offshore Events shall attend and/or conduct preliminary meetings with the Coast Guard and/or any such government agency, if necessary. 5. Production Materials and Media Coverage. For promotions pnor to the Race, Offshore Events shall provide the following: ClOll-030 OFFSHORE EVENTS Powerboat Racing Agreement Page 3 of 12 S/8 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax (a) Offshore Events shall provide national and local advertising of the race event to adequately market the event at their sole expense. (b) Offshore Events shall make a good faith effort to attract television and radio coverage of the event to be aired simulcast via radio and/or post event via television. (c) The City shall provide press releases and local advertising at its sole expense. (d) Press releases, promotions and advertising are to take place at least thirty (30) days prior to the event. Offshore Events shall concentrate on promoting the event through the use of press releases, promotions and advertising during the final two (2) weeks before the event. (e) All promotional materials must include the official Offshore Events logo, the official race logo and the official City logo. However, any and all use of the City's logo by Offshore Events in any advertising or promotion of race events must be pre-approved in advance by the City Manger or his designee. In the event Offshore Events fails to comply with this speciftc requirement, the City's remedies shall include, but is not limited to, withholding the fmal payment of $10,000.00 (ten thousand dollars) due to Offshore Events as stated in Section 3(c) above. 6. On Site Properties. Offshore Events shall provide the following space at event sites: (a) Wet pit area; (b) Dry pit area for racers; (c) Promotion area within dry pit; and (d) Two (2) City display areas at 10 x 10 each. To the extent any or all of the areas indentifted in subparagraph (a) through (d) above are located in Haulover Park, Miami Dade County, Offshore Events is responsible for securing the respective area(s) from Haulover Park, and obtaining the requisite approval from Miami-Dade County. In addition, Offshore Events is responsible for any associated fees. 7. Facilities. Race Areas. Registration and Meeting Rooms. The City will make a good faith effort to provide certain designated areas for the location of the racing event, facilities and meeting rooms, assuming said areas may be located in the City. Offshore Events shall be required to provide the race registration and drivers meeting areas. 8. Security. Offshore Events shall provide adequate security to protect the areas that include the Racers Village or Dry Pits, Wet Pits or Launching area. CIOII-030 OFFSHORE EVENTS Powerboat Racing Agreement Page 4 of 12 SIB City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax 9. Secure Race Course Area. Offshore Events shall provide adequate security measures to ensure a secure and safe race course area for the participating racers as well as the general public. This includes, but is not limited to, ensuring that recreational boats operated by members of the public are not permitted to enter the race course area utilized by the participating racers. 10. Designation of Race coordinatorlliaison. Offshore Events shall designate one (1) individual who shall serve as the Race coordinatorlLiaison between Offshore Events and the City on all matters pertaining to Offshore Events' responsibilities under this Agreement during the race scheduled for Friday, June 17,2011, through Sunday, June 19,2011. 11. Insurance Requirements: Offshore Events shall be required to obtain, at its own expense, insurance as specified in this section. Offshore Events shall not be permitted to commence work associated with the Event (including pre-staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the City as specifted below. Offshore Events shall maintain the required insurance throughout the entire duration of the Race and any extensions specifted in any attached schedules. Failure to comply with this provision shall release the City of any obligation to compensate Offshore Events. Further, any material misstatement in the application for insurance coverage shall release the City from its obligations to pay under this agreement. Offshore Events shall provide, to the City, as satisfactory evidence of the required insurance, including (1) the insurance policy application and (2) either: Original Certificate of Insurance or Certified copy of the actual insurance policy. An original certificate or a certified copy of any or all insurance policies required by this contract shall be filed with the City Manager of the City of Sunny Isles Beach at least thirty (30) days prior to the Event. The insurance policy must state that the City of Sunny Isles Beach is the certificate holder and additional named Insured. Insurance should be mailed to: City of Sunny Isles Beach c/o City Manager 4th Floor 18070 Collins Avenue Sunny Isles Beach, FL 33160 All insurance policies must specify that they are not subject to cancellation, non-renewal, material change or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the City by the insurer. Acceptance and/or approval of Offshore Events insurance shall not be construed as relieving Offshore Events from any liability or obligation assumed under this contract or imposed by law. The City of Sunny Isles Beach, Florida, its employees and offtcials shall be included as "Additional Insured" on all policies. Any deviations from these General Insurance Requirements must be requested in writing and approved by the City Manager. Offshore Events shall furnish the City with a certificate evidencing the minimum insurance coverage required hereunder no later than thirty (30) days prior to the Race. ClOII-030 OFFSHORE EVENTS Powerboat Racing Agreement Page5ofl2 SIB City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Prior to commencement of work governed by this contract, Offshore Events shall obtain General and Excess Liability Insurance. Coverage's shall be maintained throughout the life of the contract and include, as a minimum: . $1,000,000.00 (One Million) in generalliability insurance . $4,000,000.00 (Four Million) in excess liability insurance . $10,000.00 (Ten Thousand) in medical expense insurance - anyone person . $50,000.00 (Fifty Thousand) in excess medical insurance (secondary to primary insurance carrier) . $10,000.00 (Ten Thousand) in accidental death insurance, anyone occurrence . $500,000.00 (Five Hundred Thousand) in fire damage insurance - anyone occurrence Furthermore, Offshore Events shall also require that all participants, competitors, racers and organizations involved in the Race to execute an Indemniftcation and Hold Harmless Agreement for the beneftt of the City and Offshore Events shall submit same to the City Manager prior to the Race. 12. Indemniftcation and Hold Harmless. Offshore Events agrees to indemnify, hold harmless and defend the City, including its officers, agents and employees, from and against any loss, damage or expense (including all costs and reasonable attorney's fees) arising out of or resulting from (a) any breach from Offshore Events of this Agreement, (b) any inaccuracy in or breach of any of the representations, warranties of covenants made by Offshore Events herein, (c) any claims, suits, actions, damages or causes of action arising during the term of this Agreement for any personal injury, loss of life or damage to property sustained by reason or as a result of attending the Race/Event or the use of property by Offshore Events, including its agents, employees, guests, invitees, and all other persons, and (d) any claims, suits, actions, damages or causes of action of any kind whatsoever arising during the term of this Agreement for any personal injury, loss of life or property damage sustained by reason of this Agreement, its execution and/or its performance by Offshore Events or the participants in the Race. Such obligation to indemnify, hold harmless and defend shall continue notwithstanding any negligence or comparative negligence on the part of the City relating to such loss or damage and shall include all costs, expenses and liabilities incurred by the City in connection with any such claim, suit, action or cause of action, including the investigation thereof and the defense of any action or proceeding brought thereon and any order, judgment or decree which may be entered in any such action or proceeding or as a result thereof. Nothing in this Agreement shall be construed to affect in any way the City's rights, privileges, and immunities under the doctrine of sovereign immunity and as set forth in Section 768.28, Florida Statutes. 13. Medical. Patrol. Turn. Tow. Pace and Course Set Boats. Offshore Events shall provide sufficient medical and patrol boats for test and race days. Offshore Events shall be in total control of all pace boats, crews and times on the water during race days. The City may not sell the right to be a pace boat without the express written permission of Offshore Events. ClOII-030 OFFSHORE EVENTS Powerboat Racing Agreement Page 6 of 12 S/O City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax 14. Race Course Set Up. Offshore Events will furnish a vessel with a Captain and two (2) additional crew members along with all supplies needed to set up the race course and spectator lines. Offshore Events will furnish at its own expense the turn buoys. The Offshore Events Chief Starter will assist with the course set up. 15. Medical and Safety Teams. Offshore Events shall provide, at its own cost, medical and safety teams including water rescue divers, helicopters, and EMT's at levels acceptable and approved by the event sanctioning body and as directed by the U.S. Coast Guard Permit requirements and insurance warranty provisions. ~ Race Officials. Offshore Events shall provide its own race officials including its Chief Referee, scorer(s), technician(s) and inspector(s) and other personnel deemed necessary to the operation and conduct of the Race. The City will make a good faith effort to secure local volunteers, assistants and/or committees to aid in the Race. 17. Web Pages. Offshore Events shall place a link on its official website to include the City's official website. The City shall place a link on its official website to include Offshore Events' official website. ~ Wrist Bands. Offshore Events shall provide all wrist bands, weekend passes and/or credentials for the Race. The wrist bands, passes and/or credentials shall be distributed in accordance with the customary rules, regulations, methods, policies and procedures adopted by Offshore Events and in compliance with insurance requirements. l2.. Sponsorship. Offshore Events and the City may recruit sponsors for the Race. In the event that the City does recruit sponsors for the Race, all such sponsors will be referred to Offshore Events and any sponsorship fees shall be paid to Offshore Events. Approval of the parties shall not be unreasonably withheld so long as there is not a conflict with Offshore Events or City sponsorship already in existence or other Offshore Events or City arrangement or commitment already in existence. All promotional materials must also be approved by Offshore Events and the City in order to insure that there is no conflict with Offshore Events or City's sponsors. All use of the Offshore Events logo or trade name or any other Offshore Events promotional material must also be approved by Offshore Events prior to its use. All use of the official race logo or City logo for any promotional material must also be approved by Offshore Events and the City prior to its use. 20. Additional Events or Activities. The City may also arrange for other events or activities in conjunction with the event provided written approval is given by Offshore Events and provided that said event or activity is covered under the Offshore Events general liability insurance policy or provided that Offshore Events obtain additional or supplemental coverage for said event or activity and that City is provided with a copy evidencing proof of said coverage prior to entering into any contract concerning said event or activity. CIOII-030 OFFSHORE EVENTS Powerboat Racing Agreement Page 7 of 12 SIB City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax 21. Disclosure. Offshore Events shall be required to list any or all potential conflicts or interest, as defmed by Florida Statute 112, Miami-Dade County Conflict of Interest Ordinance Section 2-11.1, as amended, and by the City of Sunny Isles Beach Ordinance No. 99-82, which are incorporated herein by reference as if fully set forth herein. Offshore Events shall disclose to the City all actual or proposed conflicts of interest, fmancial or otherwise, direct or indirect, involving any client's interest which may conflict with the interest of the City. 22. Public Entity Crime. "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a proposal on a contract to provide any goods or services to a public entity, may not submit a proposal on a contract with a public entity for the construction or repair of a public building or public work, may not submit proposals on leases of real property to public entity, may not be awarded or perfqrm work as a contractor, supplier, subcontractor or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list". By execution of this Agreement, Offshore Events warrants that it is in compliance with this requirement. 23. Complete Agreement. The terms and conditions of this Agreement, together with any exhibits and schedules attached hereto or referenced herein, constitute the fmal, complete, and exclusive understanding between the parties with respect to the subject matter of this Agreement and supersede all prior and contemporaneous agreements and understandings, inducements or conditions, expressed or implied, oral or written. 24. Arbitration and Mediation. The merits of any dispute arising under, out of, in connection with, or in relation to this agreement, or the making or validity thereof, or its interpretation, or any breach thereof, shall be determined and settled by Arbitration before an Arbitrator in the State of Florida, pursuant to the Commercial Arbitration Rules then obtaining of the American Arbitration Association If the parties hereto are unable to agree upon the selection of an arbitrator, such arbitration shall be held before the American Arbitration Association. Any award rendered shall be final and conclusive upon the parties hereto and a judgment thereon may be entered in the highest court of the State of Florida having jurisdiction. Before submitting a dispute to Arbitration, the parties shall fIrst attempt to resolve the dispute amicably. In the event that the parties hereto are unable to resolve the dispute amicably, either party may give notice for a Mediation session before a Mediator appointed by mutual agreement (hereinafter the "Mediator"). Each party shall bear its own attorney's fees and costs associated with any such mediation and shall share, equally, the fee of the agreed upon or appointed mediator (as the case may be). If the parties are unable to agree upon the selection of a mediator, such mediation shall be held before the American Arbitration Association. The Mediator shall make a recommendation to the parties in the form of a written mediated settlement agreement. Each party to the dispute shall sign such agreement after receipt of the same or immediately file a demand for Arbitration, in which CIOII-030 OFFSHORE EVENTS Powerboat Racing Agreement Page 8 of 12 SlB - City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax event the parties shall proceed to Arbitration in accordance with the previous paragraph. All costs of the Arbitration, including the legal action to confirm and enforce the arbitrator's award, as the case may be, including the reasonable legal fees of both parties shall be paid by the non-prevailing party, or, if neither party prevails on the whole, each party shall be responsible for a portion of the costs of Arbitration as may be determined by the court on confirmation. 25. Construction. Whenever the sense of this Agreement requires, words of the singular number shall be construed to be plural and vice versa, and words of the masculine gender shall be construed to be feminine and vice versa. 26. Original Documents. This Agreement shall be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one instrument. 27. Amendment. This Agreement may be altered, amended or terminated only by a writing signed by all of the Parties. All amendments or modiftcations of this Agreement shall be binding upon the parties despite any lack of consideration so long as such amendment or modiftcations are in writing and executed by the parties. 28. Merger of Agreements. This Agreement supersedes any and all prior agreements or contracts, whether oral or in writing, if any, entered into between the parties as of the date hereof, which agreements, if any, are merged herein. 29. Notice. Any notice required to be given hereunder shall be deemed duly given if mailed in any United States post office, by registered or certified mail, return receipt requested, or by messenger service or telecopy with acknowledgment of receipt. Such notice shall be effective on the date appearing on the return receipt. Notices shall be sent to the following addresses or to such other addresses as any party listed may designate in writing to all other parties: To: Brad Schoenwald Offshore Events 7485 NW 4th Street Plantation, FL 33317 Tel: (954) 560-9080 To: City Manager and City Attorney City of Sunny Isles Beach 18070 Collins Avenue Fourth Floor Sunny Isles Beach, FL 33160 C 1011-030 OFFSHORE EVENTS Powerboat Racing Agreement Page 9 of 12 Sl8 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax 30. Waiver. The waiver of a breach of any provision of this Agreement by either party shall not operate or be construed as a waiver of any subsequent breach by said party, unless otherwise expressly provided in this Agreement. 31. Severability. The terms of the Agreement are independent of and severable from each other, and neither this Agreement nor any provision shall be affected or rendered invalid or unenforceable by virtue of the fact that any other or others of them may be invalid or unenforceable, in whole or in part for any reason. The section and paragraph headings are for convenience on! y and shall not affect the meaning or interpretation of this Agreement 32. Assignability. This Agreement shall not be assigned in whole or in part except by written agreement of the parties. The terms of this Agreement shall be binding and inure to the beneftt of the parties hereto and their respective permitted successors and assigns. Nothing herein expressed or implied is intended to confer on any person other than the parties hereto any rights, remedies, obligations or liabilities under or by reason of this Agreement. 33. Events of Default. Termination of Agreement and Remedies. (a) The following shall constitute events of default: (1) Any material misrepresentations, written or oral, made by Offshore Events or the City and/or its representatives; (2) Failure by Offshore Events or the City to timely perform and/or observe any of the terms and conditions of this Agreement; (3) Insolvency or bankruptcy on the part of Offshore Events. (b) The occurrence of any event of default to the City or Offshore Events may, at the sole option of the City or Offshore Events work as an immediate and automatic forfeiture of any rights conferred under this Agreement. However, should either of the parties to this Agreement assert that the other is in default of any provision of this Agreement, the party asserting the default shall place the asserted defaulting party on written notice of the purported breach/default and the breaching/defaulting party shall be entitled to cure any purported default/defect in performance within 7 (seven) calendar days of receipt of said written notice, which notice shall comply with paragraph 29 above. (c) The 7 (seven) day opportunity to cure provision in paragraph (b) above does not apply to any purported default/defect that is alleged to have occurred on or after Friday June 10, 2011, or to any defaults/defects that potentially jeopardize the life, health, safety or welfare of (1) any offtcers, agents or employees of the City or Offshore Events who are attending the Race, (2) SIB C 10 11-030 OFFSHORE EVENTS Powerboat Racing Agreement Page 10 of 12 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax any guests, invitees or any other person who are attending the Race, or (3) any members of the general public who are not attending the Race but who are nevertheless in the immediate vicinity of the Race. In such circumstances, the party asserting the alleged default/defect shall place the asserted defaulting party on written and/or verbal notice of the purported breach/default and the breaching/defaulting party shall be required to immediately cure the alleged breach/default. (d) In the event that Offshore Events defaults, the City shall have all legal remedies available to it, including but not limited to termination of this Agreement upon ten (10) days written notice to Offshore Events. In the event of such termination, the City shall be entitled to a 100% refund for all fees and/or costs paid by the City to Offshore Events. 34. Cancellation: In the event the Race scheduled for Friday June 17, 2011, through Sunday June 19,2011, is cancelled due to an act of God, inclement weather (for example, flash floods, excessive winds, lightning, hurricane, fire, etc.) or by the occurrence of any other event beyond the control of the parties hereto, all parties shall be excused from any further performance of the obligations and undertakings set forth under the terms of this Agreement. In the event of such cancellation, the City shall be offered a 100% credit by Offshore Events, for all fees and/or costs paid by the City to Offshore Events, provided that the Race is rescheduled to occur in the City within 6 (six) months of the originally scheduled Race dates. However, in the event Offshore Events does not reschedule the Race in the City within 6 (six) months of the originally scheduled Race dates, the City shall be entitled to a 100% refund of all fees and/or costs paid to Offshore Events. 35. Uncontrollable Circumstances ("Force Maieure"): The City and Offshore Events will be excused from the performance of their respective obligations under this agreement when and to the extent that their performance is delayed or prevented by any circumstances beyond their control including, fire, flood, explosion, strikes or other labor disputes, act of God or public emergency, war, riot, civil commotion, malicious damage, act or omission of any governmental authority, delay or failure or shortage of any type of transportation, equipment, or service from a public utility needed for their performance, provided that: (a) the non-performing party gives the other party prompt written notice describing the particulars of the Force Majeure including, but not limited to, the nature of the occurrence and its expected duration and continues to furnish timely reports thereto during the period of the Force Majeure; (b) the excise of performance is of no greater scope and of no longer duration than is required by Force Majeure; (c) no obligations of either party that arose before the Force Majeure causing the excuse of performance are expected as a result of the Force Majeure; and (d) the non-performance party uses its best efforts to remedy its inability to perform. SiB C 1 0 11-030 OFFSHORE EVENTS Powerboat Racing Agreement Page II of 12 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax 36. Miscellaneous. (a) The City shall not enter into a similar contract or agreement with any other racing organization for this Race event unless agreed to in writing by Offshore Events. (b) Each of the signatories by signing below certiftes and warrants that they are empowered to act and execute this Agreement on behalf of the respective parties. (c) It is expressly understood and agreed that this Agreement is for the duration of this Race event only and that Offshore Events has no right or privilege other than that expressly provided herein. IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year fIrst above written. WITNESSES: 1rIw1J~ HlJ..{~t.- No pl,l;~... t. Print Name BY: ignature of Corporate Offtcer (3.a4P {./.fSC//C>~4/~LJ ~~~ fuJrJ ~~ . Print Name ATTEST :&l.-A t1~~ , '. Jane Hines, CMC, City Clerk , I ., CITY OF SUNNY ISLES BEACH I, SiB " . , "l " .. 4 t' ~ .. il ," C1011-030 OFFSHORE EVENTS Powerboat Racing Agreement Page 12 of 12 ~ 4th Annual Sunny Isles Beach Offshore Challenge Schedule of Events Thursday June 1(jth 2011 6:00 a.m. 8:00 a.m. 6:00 p.m. 7 :30 p.m. to 11:()() p.m. Friday June 1J!h 2011 7:00 a.m. 9:00 a.m. 9:00 a.m. 10:00 a.m. 12:00 noon 4:00 p.m. 6:00 p.m. 7:00 to 11 :00 p.m. 11 :00 p.m. Saturday June 1lJfh 2011 10:00 a.m. 10:00 a.m. 12:00n to 4:00 p.m. 5:00 p.m. 7:00 p.m. 11 :00 p.m. Sunday June 1!1h 2011 7:00 a.m. 9:00 a.m. 9:00 a.m. 12:()()n to 4:00 p.m. 6:00 p.m. 8:00 p.m. Race Village Set Up Race Village Opens Registration and Tech-Inspections for Miami Bimini Offshore Challenge in Racers Village Miami-Bimini Offshore Challenge Registration and Tech Inspection Closes Racers Welcome Reception and Kick- Off Party at Race Village Miami Bimini Offshore Challenge Racers Physicals Miami Bimini Offshore Challenge Racers Drivers Meeting Miami Bimini Offshore Challenge Racers Safety Meeting Racers Village - Opens to the Public Miami Bimini Offshore Challenge Race - Start Miami Bimini Offshore Challenge Race Officially Ends Meet the Racers in Racers Village (Photo and Autograph opportunity) Rock-N-RolI Concert in the Racers' Village presented by Turbine Marine featuring The Evil Monkeys and the Betty Bangs Bikini Swimwear Show Racers Village - Closes Racers Village - Opens to the Public Florida Powerboat Club 20th Anniversary Poker Run Departs Sunny Isles Beach OPA Race Boat Testing and Sea Trails Florida Powerboat Club Retums Dinner Party at Race Village Racers Village Closes OPA Racers Physicals OPA Racers Drivers Meeting OPA Racers Safety Meeting OPA Race Finals: Race 2: OPA Offshore Racing Series Offshore Sunny Isles Beach OPA Race Finals Awards Ceremony Racers Village Racers Village Closes Disclaimer - Due to circumstances beyond our control, Le; weather that is deemed hazardous and unsafe shall be postponed in hou~y durations, up until the time that Offshore Events and/or OPA officials cancel the event Neither Offshore Events or OPA shall be held liable for events cancelled due to circumstances beyond their control. Offshore Events shall make a good faith effort to reschedule the events. Offshore Events shall make reasonable efforts to ensure the accuracy of the information provided in its printed material and website. Due to the possibility of unauthorized access to the sites, data transmission errors, changes to source material made since the last update to the sites, or other human or mechanical errors, the information contained on these sites should not be deemed reliable for legal purposes. Please contact Offshore Events at ose.offshore(1ilqmaiLcom for any questions regarding accuracy of the information. A TT ACHMENT "A" SIB Preview Page 1 of 1 City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 (305) 947-0606 City Hall (305) 949-3113 Fax MEMPR1\NDUM TO: The Honorable Mayor and City Commission FROM: Susan Simpson, Cultural and Human Services Director DATE: 2/23/2011 RE: Resolution to Approve Sponsorship of the 4th Annual Sunny Isles Beach Offshore Powerboat Race 2011 RECOMMENDATION: It is recommended that the City Commission consider the attached resolution to approve sponsorship of the 4th Annual Sunny Isles Beach Offshore Powerboat Race 2011 in the amount of Forty Thousand Dollars ($40,000.00). REASONS: In 2008 the City produced an offshore powerboat race. Each year the race event has grown. The 20 I 0 race, the most successful to date, with over 30 race teams included one international racer and is expected to attract more this year. The race event provides for local, national, and international media attention showcasing Sunny Isles Beach as an oceanside destination with two televised shows aired in the United States and Qatar. This event attracts race teams, their families and spectators that stay in Sunny Isles Beach hotels and contribute to the local economy. ADDITIONAL INFORMATION: Offshore Events LLC has requested an additional $25,000.00 for this year's race event to hire a dedicated event producer and a safety coordinator. The additional $25,000.00 is not budgeted and would need to be funded through the contingency fund. FUNDING SOURCE: $40,000.00 is budgeted and available in the Special Events Account, account number 10.572.5574. ATTACHMENTS: . Resolution Agenda Item _\ 0 ~ Date ~- 7..:s- U http://sibagenda. si bfl.net/agenda/Preview .aspx?I temID=448&MeetingII