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File Number: 16-00645 Enactment Number: R-16-0292
be used for the restoration and rehabilitation of the Stadium; and
WHEREAS, the Heineken, NTHP and the City will execute a Term Sheet ("Term Sheet") setting
forth the basic terms and conditions of the crowdfunding campaign for the restoration of the Stadium;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI,
FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by
reference and incorporated as if fully set forth in this Section.
Section 2. The Term Sheet between Heineken, the NTHP, and the City, attached and incorporated
as Exhibit "A", to conduct a crowdfunding campaign to raise funds to renovate the Stadium, is
accepted.
Section 3. By a four-fifths (4/5ths) affirmative vote, after an advertised public hearing, the City
Manager's finding that competitive bidding/negotiation methods and procedures are not practicable or
advantageous pursuant to Section 18-85(a) of the Code of the City of Miami, Florida, as amended, are
ratified, approved and confirmed, and the requirements for said procedures are waived.
Section 4. The City Manager is authorized {1} to accept all donated funds associated with the
crowdfunding campaign.
Section 5. The NTHP is authorized {1} to accept all donated funds associated with the
crowdfunding campaign, which will be later tendered to the City.
Section 6. The City Manager is further authorized {1} to execute the Term Sheet, in substantially
the form attached as Exhibit "A", and negotiate and execute any definitive documentation related
thereto, in a form acceptable to the City Attorney, for said purpose.
Section 7. This Resolution shall become effective immediately upon its adoption and signature of
the Mayor. {2}
Footnotes:
City of Miami Page 2 of 3 File Id: 16-00645 (!Version: 2) Printed On: 413012019
File Number: 16-00645
Enactment Number: R-16-0292
{1 } The herein authorization is further subject to compliance with all requirements that may be imposed
by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code
provisions.
{2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar
days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become
effective immediately upon override of the veto by the City Commission.
City of Miami Page 3 of 3 File Id: 16-00645 (!Version: 2) Printed On: 413012019
TERM SHEET
June 9, 2016
Terms and conditions ("Term Sheet") for the proposed Crowdfunding campaign for the
renovation of the Commodore Ralph Middleton Munroe Miami Marine Stadium.
Crowdfunding for^ Marine Stadium: The following Term Sheet outlines the terms and
conditions for a proposed Agreement between the below -named parties to conduct a
crowdfunding campaign to raise monetary contributions from the community via an agreed
upon, trusted and established internet-mediated registry ("Indiegogo.com") for the restoration
and renovation of Commodore Ralph Middleton Munroe Miami Marine Stadium, a City of
Miami owned facility.
Parties: (a) Heineken USA, Incorporated ("Heineken") (b) the National Trust for
Historic Preservation ("NTHP"), and (c) the City of Miami ("City"),
(collectively the "Parties"),
Fundraising Campaign:
The Fundraising Campaign will utilize the Crowdfunding site
Indiegogo.com's flexible funding model, and the marketing efforts of
Heineken, in an effort to raise funds for the renovation of the Commodore
Ralph Middleton Munroe Miami Marine Stadium located at 3501.
Rickenbacker Causeway, Miami, Florida 33149 ("Marine Stadium").
Donors shall receive items, such as posters/print of the stadium, tee-shirts,
event tickets and other similar items ("Perks"), based on each donor's
respective contribution, while supplies last. The first 200 donors that
contribute an amount equal to or greater than $500,00 shall be entitled to
receive a single seat from the Marine Stadium (the "Featured Perk"). The
donated funds raised will be used to fund the removal of the seats in
Marine Stadium as described below and for other projects that will further
the preservation, restoration, rehabilitation and reuse of Marine Stadium.
All seats will be provided on an: AS IS condition with no representations
as to the seats condition or suitability for seating use.
Specific Roles (General):
Heineken, at its sole cost and expense, shall utilize its marketing
capabilities to spread information, and garner interest for the Fundraising
Campaign. Heineken shall provide all funding that is necessary to produce
and deliver all Perks (including cooperating with the City to deliver the
Featured Perk) to donors. Heineken will determine what Perks will go to
what level of donors in a uniform manner.
NTHP shall operate the Fundraising Campaign page on the Indiegogo
Platform and shall be the Campaign Owner, as that term is defined in
Indiegogo's Terms of Use. In its capacity as Campaign Owner, NTHP
shall collect and distribute all donated funds. Donated funds will be
granted by NTHP to the City according to the terms of a grant agreement
between the City and NTHP.
The City shall use the granted funds to pay for the removal and storage of
the stadium seating, which the City has estimated will cost $100,000.00.
The City shall use any remaining funds for projects that will further the
preservation, restoration, rehabilitation and reuse of Marine Stadium in
accordance with a grant agreement between the City and NTHP. The City
shall be responsible for the hiring and payment of contractors with the
donated funds to perform all projects, including but not limited to the
removal and storage of the remaining stadium seating, in accordance with
applicable laws.
Specific Roles (Featured Perk):
The City will allow Heineken and NTHP to access the stadium on July 7,
2016 to have a kick-off event, with a limited number of participants,
where a single stadium chair will be removed to launch the Fundraising
Campaign. Heineken and NTHP will apply for and secure required
permits and approvals for the special event, including without limitation a
special event permit. The City will further allow Heineken access to the
stadium at a mutually agreed upon date(s) during the month of July 2016
to remove 300 stadium seats for use as the Featured Perk. Heineken shall
be responsible for removing the 300 seats, transporting them, attaching
them to prefabricated chair frames, and appropriately storing them. The
City will select a suitable vendor to provide the seat removal service in
accordance with applicable laws. Of these 300 stadium seats, 200 will be
used as the Featured Perk. The remaining 100 stadium seats will be
utilized by Heineken in their marketing of the Fundraising Campaign,
which may include repurposing the seats for public art, historic
interpretation, or other similar projects for the public benefit within the
City of Miami, Florida. Heineken shall be responsible for all costs of
delivering the Featured Perles to donors, and eligibility to receive a
Featured Perk will be limited to donors who reside in the Miami, Florida
region.
Division of Funding:
Indiegogo.com shall receive a platform fee of 5% of the funds raised by
the campaign. Indiegogo.com shall further be entitled to collect Paypal
and credit card processing fees charged on donations, as outlined in
Indiegogo's Terms of Use. These are not purchases of any services by the
City. Heineken shall receive no funds from the campaign. The NTHP shall
receive 15% of the donated fiends. The remaining donated funds will be
administered by the NTHP and disbursed through a grant agreement to the
City to support projects that will further the preservation, restoration,
rehabilitation and reuse of Marine Stadium.
Reporting: During the Fundraising Campaign, the NTHP shall provide the City
Manager with monthly reports indicating the status of the fundraising
efforts. Upon completion of the Fundraising Campaign, NTHP shall
provide the City with a final report of funds raised. A grant agreement
between NTHP and the City will establish reporting requirements for the
disposition and use of all funds by the City. The grant agreement will be in
a form acceptable to the City.
Fees & Costs Heineken shall be responsible for all costs associated with marketing to
support the Fundraising Campaign. NTHP shall be responsible for all of
its own costs to participate in, promote and administer the Fundraising
Campaign. The City shall be responsible for all of its own costs, if any, to
participate in or promote the Fundraising Campaign. The City shall not be
liable for payment of administrative costs, platform fees or credit card or
similar processing fees. No party shall be liable to the other for the
reimbursement of any such fees or costs.
Compliance with
Laws: The Parties shall comply with all applicable laws, rules, regulations,
disclosures in the performance of this Term Sheet as well as any and all
subsequent agreements, and in its actions and conduct relative to this
Project.
Governing Law: Florida law governs any dispute that arises out of or relates to this Term
Sheet, including a related action based on tort or statute.
Selection of Forum: The parties have selected Miami -Dade County, Florida as the mandatory
and exclusive forum for the resolution of all disputes arising out of or
relating to this Term Sheet, including a related action based on tort or
statute. The parties will resolve all such disputes in the selected forum.
Term: This Term Sheet shall commence upon the full execution of this document
and terminates on December 31, 2016. The City's obligation to use the
donated funds, according to the terms of a grant agreement, for projects to
support the preservation, restoration, rehabilitation and reuse of Marine
Stadium shall survive the termination of this Term Sheet.
Binding Term
Sheet: Once executed, this Term Sheet shall constitute a binding agreement of the
parties.
Notices: All notices or other communications required under this Term Sheet shall
be in writing and shall be by hand -delivery or by registered or certified
U.S. Mail, return receipt requested, addressed to the other party at the
address indicated herein or to such other address as a party may designate
Assignability:
by notice given herein provided. Notice shall be deemed given on the day
on which personally delivered; or if by U.S. Mail, on the fifth day after
being posted or the date of actual receipt, whichever is earlier.
TO THE CITY:
City Manager
444 SW 2" Ave., 10th Floor
Miami, Florida 33130
TO HEINEKEN:
TO NTHP:
This Agreement is unique in nature and may not be assigned, transferred
or sold in whole or in part by any party.
Public Statements & Publicity:
Each party will reference and promote the other's participation in the
Fundraising Campaign in all public statements for said campaign. The
parties will make reasonable efforts to cooperate to release joint press
statements regarding the Fundraising Campaign. The parties will include
contact information for each party in all written press releases or
statements.
HEINEKEN USA, Inc.
Print:
NATIONAL TRUST FOR HISTORIC
PRESERVATION
Print:
Title . Title:
ATTEST:
Todd B. Hannon
City Cleric
APPROVED AS TO INSURANCE
REQUIREMENTS:
IC
Ann -Marie Sharpe, Director
Risk Management Department
CITY OF MIAMI, a municipal corporation
of the State of Florida
Daniel J. Alfonso
City Manager
APPROVED AS TO LEGAL FORM &
CORRECTNESS:
Victoria Mendez
City Attorney