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Item D2 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: DECEMBER 21, 2005 Division: TDC Bulk Item: Yes -X- No Department: Staff Contact Person: Maxine Pacini AGENDA ITEM WORDING: Approval of an Amendment to Agreement with Marathon Hospitality Association, Inc. to revise dates of Agreement for the Hibiscus Pedal to January 14-16, 2006 due to Hurricane Wilma. ITEM BACKGROUND: PREVIOUS RELEVANT BOCC ACTION: CONTRACT/AGREEMENT CHANGES: Amendment to Agreement STAFF RECOMMENDATIONS: Approval TOTAL COST: $14.000 BUDGETED: Yes ~ No COST TO COUNTY: $14,000 SOURCE OF FUNDS: TDC REVENUE PRODUCING: Y es ~ No AMOUNT PER MONTH Year APPROVED BY: County Atty ~ DIVISION DIRECTOR APPROVAL: OMB/purch~aSing J\.--. R,i,S, k Mana, ,gen,1cnt ~ /'~~//:'~ ) /-;)/) ~ //~' ../ , .://IV } / h i' rei j / . J .iF /, So J" C/< (LYllda~:~ \j~{ /~~~' DOCUMENTATION: Included X Not Required_~~ DISPOSITION: AGENDA ITEM # Revised 2/05 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Marathon Hospitality Contract # - Association, lnc, Effective Date: 12/21/05 Expiration Date: Contract Purpose/Description: Approval of an Amendment to Agreement with Marathon Hospitality Association, Inc. to revise dates of As,'Teement for the Hibiscus Pedal to Januarv 14-16, 2006 due to Hurricane Wilma. Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ex!.) (Department/Stop #) for BOCC meeting on 12/21/05 Agenda Deadline 12/6/05 CONTRACT COSTS Total Dollar Value of Contract $ 14,000 Budgeted? YesQ5J No 0 Account Codes Grant: $ County Match: $ Current Year Portion: $ 119-79030-530340- T59S-524- Y-530340 - - - - --~~- - - --- ADDITIONAL COSTS Estimated Ongoing Costs: $_/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Date)n Division Director /;/10//:7 Risk Management,H~tS(t5 \ ~ riJ O.M.BJPurchasin'g" tt-to -us f I County Attorney j ~ Changes Needed YesO No0 YesO NoE( YesUN~ Date Out /" - YcsO Noc;:)/ S,Hutton Comments: OMB Form Revised 2/27/01 MCP #2 AMENDMENT TO AGREEMENT THIS ADDENDUM to agreement is made and entered into this _ day 0: ~'" 2005. between the County of Monroe and Marathon Hospitality Association, Inc. WHEREAS, there was an agreement entered into on May 18, 2005, betwE en the parties, awarding $14,000 to tne Marathon Hospitality Association, Inc. for the Hibiscus P ~dal on November 11-13, 2005, and WHEREAS, it has become necessary to revise dates of event due to the f~ lct the event had to be postponed because of HUrricane Wilma; NOW. THEREFORE. in consideration of the mutual covenants contained I ,erein the parties agree to the amended agreement as follows: 1. Paragraph I of the agreement will read as follows: The BOCC agrees to pay from tourist development tax funds up to $14.000 (Fourteen Thousand DoUars) f )r the Hibiscus Pedal on January 14-16, 2006. 2. The remaining provisions of the contract dated May 18, 2005 remaill in full force and effect. IN WITNESS VVHEREOF, the parties have set their hands and seal on the day and year first above written. (SEAL) ATTEST: DANNYL.KOLHAGE,CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Deputy Clerk Mayor/Chairman Page 1 of 1 Hamilton-Susan From: Jim Rhyne Qim@coconutcay.com] Sent: Friday, November 04,2005 11 :04 AM To: officeasst@fla-keys,com Subject: RE: Hibiscus Pedal on November 11" 13 Please use this emaH as the letter for tDe time being as i nave no way to 14-16,2006 docs, The new dates are January Jim Rhyne From: officeasst@fla-keys.com [mailto:officeasst@fla-keys.com] Sent: Friday, November 04, 2005 9:58 AM To: jim@coconutcay.com Subject: Hibiscus Pedal on November 11-13 Jim, Maxine asked me to follow up on your mention of a date change for the Hibiscus Pedal on November 1 ] -13. If there has been a date change please send us a letter of the change for our file and so the amendment to the contact can be made. Please give us a call if you have any questions. Thank you. Susan Hamilton Tourist Development Council 1201 White Street, Suite 102 Key West, FL 33040 305,296.1552 PH 305.296.0788 FX 11/4/2005 Destinatjon Events Aareement IC~ . THIS AGREEMENT is entered into this 0" day of ' , 2005 by and between BOARD OF COUNTY COMMISSIONERS (County or BOCC), NROE COUNTY, FLORIDA, and Marathon Hospitality Association, 100. (Event Sponsor). NOW, THEREFORE, and in consideration of the mutual covenants, contained herein the parties agree as follows: 1. The SOCC agrees to pay from tourist development tax funds up to $14,000 (Fourteen Thousand Dollars) for the Hibiscus Pedal on November 11-13, 2005 (See Exhibit A). 2. Scope of Services: Event Sponsor agrees to provide the County with an event as specified below: i). Host a three day Florida Keys Hibiscus Pedal whidl will be based in Marathon. 3. All advertising and public relations services or supervision of advertising and public relations will be provided through the contracted agencies of the Tourist Development Council (TDC) and eocc. The agencies of record shall receive payment of work in progress upon submission of documented invoices associated with said event. 4. Pavment: Any payments directly to Event Sponsor or vendors associated with said event shall be as follows: Event Sponsor shall submit to TOC an invoice which shall indicate the task completed for which payment is sought, with proper documentation attached. No more than 10% of the total advertising and promotional costs paid under this agreement shall be attributable to in..oounty activity. County shall pay Event Sponsor, or directly to vendor upon request of Event Sponsor, pursuant to the Florida Prompt Payment Ad upon receipt of a proper invoice. Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the SOCC. Only acceptable expenses listed in the Monroe County Tourist Development Council Operations Manual shall be paid. 5. Accountina: Event Sponsor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to Event Sponsor r pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Contractor shall repay the monies together with interest calwlated pursuant to Sec. 55.03, FS, running from the date the monies were paid to Event Sponsor. 6. Modification: Line item changes to the advertising and promotion budget may be made up to but not exceeding 10% of the larger line item amount without requiring BOCC approval of the particular change. HIbiscus Pedal 1 7. Breach and Penalties: The parties agree to full performance of the covenants contained in this agreement, and the BOCC reserves the right at its disaetion, provided such breach is material, to terminate this agreement for any misfeasance, malfeasance, or nonperformance of the agreement terms or negligent performance of the agreement terms by Event Sponsor. 8. Termination: This Agreement will terminate on February 28,2006, unless earlier terminated pursuant to paragraph 7 or 9. All invoices must be submitted prior to February 28, 2006. 9. Non Occurrence of Event: If the event does not take place for any reason under control of Event Sponsor except for those reasons in paragraph 19, then Event Sponsor agrees to refund to the Baee any amounts already paid under this agreement, and relieve the BaCe 'from any further payments. Event Sponsor shall give written notice to the Monroe County Tourist Development Council if it is found necessary to cancel an event. The notice shall contain the following specifics: 1) reason for cancellation, 2) documentation of the reason for cancellation and 3) person authorized to cancel including title and stated affiliation. 10. Indemnification and Hold Harmless: Event Sponsor covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners from any and all claims for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of the services provided, event sponsored. or other activities and funding associated with this agreement, except those losses or damages caused by BOCC or its agents. 11. Insurance R9QUirements: Event Sponsor, as a pre-requisite of the Special Event governed by this agreement, shall obtain, at its own expense, insurance as specified in this section. Work associated with the Event (including pre-staging of personnel and material) shall not commence until satisfactory evidence of the required insurance has been furnished to the county as specified below. Event Sponsor shall maintain the required insurance throughout the entire duration of the Special Event and any extensions specified in any attached schedules. Failure to comply with this provision may result in the immediate suspension of the Event until the required insurance has been reinstated or replaced. Event Sponsor shall provide, to the County. as satisfactory evidence of the required insurance, either: * Certificate of Insurance or · Certified copy of the actual insurance policy A certified copy of any or all insurance policies required by this contract shall be filed with the Clerk of the sacc prior to the Event 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 County by the insurer. Bikeathon in Marathon 2 Acceptance and/or approval of Event Sponsor's insurance shall not be construed as relieving Event Sponsor from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as · Additiona"nsured"' on all policies. Any deviations from these General Insurance Requirements must be requested in writing on the County form titled "Request for Waiver of Insurance Requirements- and must be approved by Monroe County Risk Management. Event Sponsor shall furnish the County with a certificate evidencing the insurance required by this paragraph not later than twenty (20) days prior to the event. Prior to commencement of work governed by this contract, Event Sponsor shall obtain General liability Insurance. Coverage shall be maintained through out the life of the contract and include, as a minimum: · Premises Operations * Products and Completed Operations * Blanket contractual liability * Personal Injury liability * Expanded Definition of Property Damage The minimum limits acceptable shall be: * $1,000,000.00 combined Single limit (CSL) If split limits are provided. the minimum limits acceptable shall be: · $500,000.00 per person * $1,000,000.00 per Occurrence * $100,000.00 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. Recognizing that the work governed by this contract involves the sales and/or distribution of alcoholic beverages, the Event Sponsor's General Liability Insurance policy shall indude Liquor Liability with limits equal to those of the basic coverage. A separate Liquor Liability policy is acceptable if the coverage is not more restrictive than the contractor's General Liability policy. 12. Permitl: Event Sponsor will secure all required permits, licenses induding but not limited to occupationa'licenses. 13. Taxes: The BOee and TOC are exempt from Federal Excise and State of Florida Sales Tax. 14. Finance Charoes: The BOCe and TOe will not be responsible for any finance charges. 15. Relation of BOeCITOC: It is the intent of the parties hereto that Event Sponsor shall be legally considered as an independent contractor and that neither it nor its employees shall, under any circumstances, be considered servants or agents of the BOCe and TOC and the BOCC and me shall at no time be legally responsible for any negligence on the part of Bikeathon in Marathon 3 said Event Sponsor, its employees or agents, resulting in either bodily or personal injury or property damage to any individual, finn, or corporation. 16. Disclosure: Event Sponsor shall be required to list any or all potential conflicts or interest, as defined by Florida Statute 112 and Monroe County Code. Event Sponsor shall ' disclose to the BOCC and TOC all actual or proposed conflicts of interest, financial or otherwise, direct or indirect, involving any clienfs interest which may conflict with the interest of the BOCC and TOC. 17. Assianrner)j: Event Sponsor shall not assign, transfer, convey, sublet or otherwise dispose of this agreement, or of any or all of its right, title or interest therein, or his or its power to execute such agreement to any person, company or corporation without prior consent of the BOCC. 18. COmQliance with laws: Event Sponsor shall comply with all federal, state and local laws and ordinances applicable to the work or payment for work thereof. 19. Nondisai01ination. County and Contractor agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or Contractor agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondisaimination. These indude but are not limited to: 1) Title VI of the Civil Rights Ad of 1964 (Pl 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686). which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 use s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (Pl 92-255). as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Ad of 1970 (Pl91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcohaism; 7) The Public Health Service N:i. of 1912, ss. 523 and 527 (42 USC ss. 69Odd- 3 and 29()ee..3), as amended, relating to confidentiaity of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 use s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondisaimination on the basis of disability; 10) Monroe County Code Ch. 13, M VI, prohibiting discrimination on the bases of race, color, sex. religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familia status or age; and 11) any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 20. Force Maieure: Event Sponsor shaft not be liable for delay in performance or failure to perform in whole or in part. the services due to the occurrence of any contingency beyond its control or the controf of any of its subcontractors or suppliers. induding labor dispute, strike; labor shortage, war or act of war whether an actual declaration thereof if made Bikeathon in Marathon 4- or not, insurrection, sabotage, riot or civil commotion. act of public enemy, epidemic, quarantine restriction, accident, fire, explosion, storm, flood, drought or other act of God, act of any governmental authority, jurisdictional action, or insufficient supply of fuel, electricity, or materials or supplies, or technical failure where the Event Sponsor has exercised reasonable care in the prevention thereof, and any such delay or failure shall not constitute a breach of the Agreement. Upon demand of TOC or SOCC, Event Sponsor must furnish evidence of the causes of sudl delay or failure. sacc shall not pay for any services or activities, promotional or othefwise. connected with an event produced after the date( s) described in paragraph 1 and Scope of Services. 21. Govemina LawNenue: This Agreement shall be governed and construed by and in accordance with the laws of the State of Florida and the County of Monroe and Federal law. Venue for any dispute concerning this Agreement shall be in Monroe County. 22. Security Protection: Event Sponsor agrees to provide adequate security for the event. No TOC funds will be used for this purpose. 23. OwnershiD: All advertising and promotion work performed under the agreement and paid for by the SOCC and TOC shall be the property of the sace and TOC, for whatever use and/or disposition the sacc and TOC may deem appropriate. 24. loco: All promotional literature and display advertising with the exception of generic advertising must display the "Rorfda Keys & Key West, Monroe County Tourist Development Council Come As You Are" logoltrade mark (as per enclosed). This logoItrade mark was adopted by the TOC and County in November 2000. No re- imbursement wilt be provided to those entities utilizing the old logoItrade mark "Florida Keys & Key West Come as you areB. Radio Advertising should read -Srought to you by the Monroe County Tourist Development Council., 25. Severabilitv: If any provision of this Agreement shall be held by a Court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall not be affected thereby; and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. that: 26. Authoritv: Each of the signatories for the sponsor befow certifies and warrants a) The sponsors name in the agreement is the full name as designated in its corporate charter, and b) they are empowered to act and agreement for the sponsors and c) this agreement has been approved by the sponsor's Board of Directors. 27. Ethics Clause: Event Sponsor warrants that it has not employed, retained or other wise had act on its behalf, any former COUNTY officer or employee in violation of Section 2 or Ordinance No. 10-1990 or any COUNTY officer or employee in violation of Section 3 of Ordinance No. 1 CJ..1990. For breach or violation of the provision the COUNTY may, at its discretion terminate this agreement without liability and may also, at its discretion, deduct from the agreement or purchase price, or otherwise recover, the full amount of any fee, commission. percentage, gift. or consideration paid to the former or present COUNTY officer or employee. Bikeathon in Marathon 5 28. Public Entity Crimes: -A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity aime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work. may not submit bids on leases of real property to public entity. may not be awarded or perfonn 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 period of 36 months from the date of being placed on the convided vendor list. 29. Federal and State Aid: Event Sponsor and County agree that each shall be, and is. empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications. requests. grant proposals. and funding solicitations shall be approved by each party pria to submission. 30. Ad;udication of DisDUtes or Disagreements: County and Event Sponsor agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties. then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 31. Non-Waiver of Immunity: Notwithstanding he provisions of Sec. 286.28, Florida Statutes. the participation of the County and the Contractor in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage. or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 32. PrivilQges and Immunities: All of the privileges and immunities from liability. exemptions from laws. ordinances, and rules and pensions and relief. disability, workers' compensation, and other benefits which apply to the activity of officers, agents. or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents. volunteers. or employees outside the territorial limits of the County. 33. leaal Obligations and Resoonsibilities: Non-~eaation of Constitutional or Statutory Duties: This Agreement is not intended to, nor shan it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by lavI except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibiJity. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law, Bikeathon in Marathon 6 34. Non-Reliance bV Non-Partie,: No person or entity shatl be entitled to rely upon the tenns, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Contractor agree that neither the County nor the Contractor or any agent, officer, or employee of either shall have the authority to inform, coun~, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 35. Section Headinas: Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 36. No SoUcitaiionlPavment The County and Event Sponsor warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it. to solicit or secure this Agreement and that it has not paid or agreed to pay any person. company, corporation. individual. or firm, other than a bona fide employee working solely for it. any fee. commission. percentage. gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Contractor agrees that the County shall have the right to terminate this Agreement without liability and. at its discretion, to offset from monies owed. or otherwise recover, the full amount of such fee, commission. percentage, gift, or consideration. 37. Public Access: The County and Event Sponsor shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119. Florida Statutes. and made or received by the County and Contractor in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Contrador. 38. SeverabilitY: If any term. covenant. condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction. the remaining terms, covenants. conditions and provisions of this Agreement. shall not be affeded thereby; and each remaining term. covenant. condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Contrador agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 39. Attornev's Fees and Costs: The County and Event Sponsor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out--of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, Bikeathon in Marathon 7 investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 40. Entire Agreement: The parties agree that the Agreement above constitutes the entire agreement between the soce and Event Sponsor. IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year first above written. (SEAl) (SEAl). ,/ ., ,I Attest: '" DANNVl. KOLHAGE, Clerk (7)~ B~ J~~ ,'..' Deputy Clerk Bikeathon in Marathon By '-l \ 1St o~ President 80 OUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA ~)J~ >n ~~ By , Mayor/Chairman M~ aVEO AS 1.4: ~UZANNE A. H ON ", ASSISTANT C~N%T~RNEY Dille ~? 8 . )., t , ( EXHIBIT A TOURIST DEVELOPMENT COUNCIL BUDGET BREAKDOWN FISCAL YEAR 2004/2005 HISBr8..9uS FIEDAL EVENT NAME: DIRECT MAIL & POSTAGE $ 500 ( BROCHURES, POSTERS, PRODUCTION & PRINTIN $ 2,000 PUBLIC RELATIONS $ EVENT PROGRAM $ 1,000 MEDIA ADVERTISING $ 4,500 PROMOTIONAL ITEMS $ 4,000 (T~SHIRTS, CAPS, JACKETS,ETC.) *GENERAL~NON-ALLOCATED $ 2,000 TOTAL: $ 14,000 *GENERAL NON-ALLOCA TED IS NOT TO EXCEED 15% OF THE AMOtJNT AWARDED BY THE MONROE COUNTY TOURIST DEVELOPMENT COuNCIL FOR THIS SPECIFIC EVENT. 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