FY2008 12/19/2007
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
December 28, 2007
TO:
Lynda Stuart, Office Manager
Tourist Development Council
ATTN:
FROM:
Maxine Pacini
Administrative Assistant
Pamela G. Hanr~
Deputy Clerk D
At the: December 19,2007, Board of County Commissioner's meeting the Board granted
approval and authorized execution of the following:
Amendment #3 to Agreement between Monroe County and Keys Association of Dive
Operators (KADO) to revise the Recommendation Committee Member name to Tom
Timmerman for DAC IV.
Amendment (1st Amendment) to Agreement between Monroe County and Key West
Botanical Garden Society, Inc. to revise termination date to August I, 2008.
) Destination Events Agreement between Monroe County and Key West Business Guild
covering Womenfest 2008 in an amount not to exceed $10,000, DAC I, FY 2008 Event
Resources.
Enclosed are two duplicate originals of each of the above-mentioned for your handling.
Should you have any questions please feel free to contact our office.
cc: County Attorney
Finance
File
Destination Events Aareement
THIS AGREEMENT (Agreement) is entered into this. I'll/!... day of .[)<LC.. 2007
by and between MONROE COUNTY, a political subdivision of the state of Florida (County)
and Key West Business Guild, Inc. a not for profit corporation organized and operating
under the laws of the state of Florida (Event Sponsor).
WITNESSETH:
in consideration of the mutual covenants contained herein, the parties agree as follows:
1. The County agrees to pay up to $10,000 (Ten Thousand Dollars) for Womenfest
on Septembelr 2-7, 2008 from tourist development tax funds (See Exhibit A). No more than
10% of the total advertising and promotional costs paid under this agreement shall be
attributable to in-county advertising and promotion.
2. Scope of Services: The event sponsor agrees to provide the County with an
event as specified below:
a). Pool/Beach parties
b). Dining at featured restaurants
c). Panel discussions
d). Themed drag shows
e). Daytime water sports excursions
f). Sunset sail activities
g). Dance parties and contests
h). Stage show performance
i). Fitness sessions
D. House tours
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)i and COUNTY. The agencies of record shall receive payment for work in
progress upon submission of documented invoices associated with the event.
4. Pavment: Any payments directly to the event sponsor or vendors associated
with said evenlt shall be as follows:
Women Fest 2008
FY 2008 Evenl! Funding
Contract #: 412
1
Payment upon presentation of an invoice shall indicate the task completed for
which payment is sought, with proper documentation attached.
Upon completion of said event, a financial statement detailing all revenue and
expenses utilizing generally accepted accounting principals shall be prepared, notarized and
submitted by Event Sponsor. The County's contracted public relations firm shall confirm
compliance with the Scope of Services.
Monroe County's performance and obligation to pay under this contract is
contingent upon an annual appropriation by the COUNTY. Only acceptable expenses listed in
the Monroe County Tourist Development Council Operations Manual shall be paid.
5. t\ccountinq: Financial records of the Sponsor pertaining to this project shall be
kept accordin!g to generally recognized accounting principles and shall be available to the
COUNTY or to an authorized representative for audit.
6. !lIIodification: 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
COUNTY approval of the particular change.
7. ]3reach and Penalties: The parties agree to full performance of the covenants
contained in this agreement, and the COUNTY reserves the right at its discretion, provided
such breach iis material, to terminate this agreement for any misfeasance, malfeasance, or
nonperformance of the agreement terms or negligent performance of the agreement terms by
the event sponsor.
8. :rermination: This Agreement will be terminated on December 31, 2008. All
invoices mu!;t be submitted prior to December 31, 2008.
9. iNon 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 COUNTY any amounts already paid to them under this agreement, and
relieve the COUNTY from any further payments.
The 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: The event sponsor covenants and agrees to
indemnify and hold harmless and defend Monroe County, its officers, employees and agents
including the Tourist Development Council and Visit Florida Keys from any and all claims for
bodily injury (1lncluding death), personal injury, and property damage (including property owned
by Monroe County) and any other losses, damages, and expenses (including attorney's fees)
Women Fest :W08
FY 2008 Event Funding
Contract #: 412
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 COUNTY or its agents.
11. ~nsurance Requirements: 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.
Event sponsor will 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 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:
. Original 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 COUNTY prior to the Event.
All insurance policies must specify that they are not subject to cancellation, non-
renewal, matE!rial change or reduction in coverage unless a minimum of thirty (30) days prior
notification is 9iven to the County by the insurer.
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
bylaw.
The Monroe County Board of County Commissioners, its employees and officials will be
included as "Additional Insured" 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, ciS a minimum:
Women Fest :W08
FY 2008 Event Funding
Contract #: 412
* 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 Contractor's General Liability Insurance policy shall include 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. !Permits: The event sponsor will secure all required permits, licenses including
but not Iimitedl to occupational licenses.
13. Taxes: The COUNTY and TDC are exempt from Federal Excise and State of
Florida Sales Tax.
14. Finance Charaes: The COUNTY and TDC shall not be responsible for any
finance charges.
15. Relation of COUNTY/TDC: It is the intent of the parties hereto that the event
sponsor shall be legally considered as an independent Event Sponsor and that neither it nor its
employees shall, under any circumstances, be considered employees, servants or agents of
the COUNTY and TDC and the COUNTY and TDC shall at no time be legally responsible for
any negligence on the part of said Event Sponsor, its employees or agents, resulting in either
bodily or personal injury or property damage to any individual, firm, or corporation.
16. Disclosure: The event sponsor shall be required to list any or all potential
conflicts or interest, as defined by Florida Statute 112 and Monroe County Code. The event
sponsor shall disclose to the COUNTY and TDC all actual or proposed conflicts of interest,
Women Fest 2008
FY 2008 Event Funding
Contract #: 4.12
financial or otherwise, direct or indirect, involving any client's interest which may conflict with
the interest of the COUNTY and TOC.
17. Assiqnment: The 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 COUNTY.
18. S~ompliance with laws - Nondiscrimination: The event sponsor, shall comply with
all federal, state and local laws and ordinances applicable to the work or payment for work
thereof, and shall not discriminate on the grounds of race, color, religion, sex, age, or national
origin in the p,erformance of work under this Agreement. This Agreement shall be subject to
all federal, state, and local laws and ordinances.
19. Force Maieure: The event sponsor shall 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 control of any of its subcontractors or suppliers, including labor
dispute, strike, labor shortage, war or act of war whether an actual declaration thereof if made
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 or mitigation of damages and delay, any such delay or
failure shall n()t constitute a breach of the Agreement. Upon demand of TOC or COUNTY, the
event sponsor must furnish evidence of the causes of such delay or failure. COUNTY shall not
pay for any services or activities, promotional or otherwise, connected with an event produced
after the date(s) described in paragraph 1 and Scope of Services.
20. ~Governinq LawNenue: This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida applicable to contracts made and to be
performed entirely in the State. In the event that any cause of action or administrative
proceeding is instituted for the enforcement or interpretation of the agreement, the County and
Sponsor agree that venue shall lie in the appropriate court or before the appropriate
administrative, body in Monroe County, Florida. This Agreement shall not be subject to
arbitration.
21. Securitv Protection: The event sponsor agrees to provide adequate security for
the event. No TOC funds will be used for this purpose.
Women Fest :W08
FY 2008 Event Funding
Contract #: 412
22. pwnership: All advertising and promotion work performed under the agreement
and paid for by the COUNTY and TDC shall be the property of the COUNTY and TDC, for
whatever use and/or disposition the COUNTY and TDC may deem appropriate.
23. ~~edia riahts: The TDC shall have the right to broadcast, rebroadcast, use,
reproduce or transmit for any purpose whatsoever, radio, television, pictures, sound, film and
tape motion pictures and still photographs paid by the COUNTY and TDC under this
agreement.
24. _Loao: All promotional literature and display advertising with the exception
of generic advertising must display the "Florida Keys & Key West Come As You Are"
logo/trade mark (as per attached logo sample). This logo/trade mark was adopted by the
TDC and County in December 2006.
In-Countv LoclQ: The logo that includes the "Monroe County Tourist Development Council"
designation is to be utilized in all approved in-county print newspaper ads, magazine ads,
street banners, posters and other approved signage efforts. Radio commercials should
include "Brou!ght to you by The Monroe County Tourist Development Council". To seek
approval, clarification and/or logo in electronic format (eps or jpg file), contact John Underwood
with Tinsley Advertising at 305-856-6060.
Out of Count" Loao: The out of county logo does NOT include the "Monroe County Tourist
Development Council" designation and is to be utilized in all other efforts including any
approved out-.of-county print newspaper ads, magazine ads, television commercials, internet
advertising (banners, buttons, e-mail blasts), direct mail promotions (brochures and pamphlets)
and any approved promotional items including programs, T-shirts, hats, jackets, trophies and
koozie cups. Radio commercials should include "Brought to you by The Monroe County
Tourist Development Council". To seek approval, clarification and/or logo in electronic format
(eps orjpg file), contact John Underwood at Tinsley Advertising at 305-856-6060.
25. :Severability: 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.
26. Authority: Each of the signatories for the sponsor below certifies and warrants
that:
a) The Sponsor's name in the agreement is the full name as designated in its corporate
charter, and tl) they are empowered to act and execute the agreement for the Sponsor and c)
this Agreement has been approved by the Sponsor's Board of Directors.
Women Fest :W08
FY 2008 Event Funding
Contract #: 412
27. Ethics Clause: The event sponsor warrants that it has not employed, retained or
other wise hadl act on its behalf, any former County office 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. 10-1990. 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.
28. public Entity Crimes: "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
perform 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 convicted vendor list."
29. j\lotice: Any notice required or permitted under this agreement shall be in writing
and had delivered or mailed, postage prepaid, to the other party by certified mail, returned
receipt requested to the following:
For Grantee: John Giuliano
Key West Business Guild
513 Truman Avenue
Key West, FL 33040
For Grantor: Lynda Stuart
Monroe County Tourist Development Council
1201 White Street, Suite 102
Key West, FL 33040
And
Cynthia Hall, Asst. County Attorney
P.O. Box 1026
Key West, FL 33041-1026
Women Fest ~W08
FY 2008 Event Funding
Contract #: 412
And
Cynthia Hall, Asst. County Attorney
P.O. Box 1026
Key West, FL 33041-1026
30. Entire Aareement: The parties agree that the Agreement above constitutes the
entire agreement between the COUNTY and event sponsor. Except as provided in paragraph
6 of this Agreement, this Agreement can never be amended or modified except in a writing
signE'lJigyJhe parties hereto.
>~--o"-"'~)WHEREOF, the parties hereto have executed this Agreement the day and year
.S w~n.
:z ;th. c,.~:
4 ., li
, ...r;
~._~ '. _. Kolhage, Clerk
.-.~ -",/
a~~~~~
Deputy Clerk
Board of County Commissioners
of Monroe couC~Pt
, .
, \
,
Mayor/Chairman
(CORPORATE SEAL)
Attest:
Key West Business Guild, Inc.
Secretary
By
Preside
By.
--=rilill N. ~es
Print Name
\\ (}'b () 1-
~(e;-
l
Print Name
Date:
Date:
OR TWO WITNESSES
Print Name:
:?.: .......,
= ..."
C> CJ =
~ :r:~ ....
(2) -..,. -'"~ Cl ",'--1
~2:~~~ "., '_.I
r>
---"'" N
: CX) ,....."
.. ..
m .
Print Name: :Do .,'.',
.. ::J:
. . . -
Date: ..
...."'" 0 ,
\.0
(1 )
Date:
Women Fest 2008
FY 2008 Event Funding
Contract #: 4112
8
YNTHIA L. HA L
_.:l\jJ ~~N~6'<~:ITORNEY
In-County LOQO
The
Floridd Keys
-.-
MONR.OE COUNTY TOURIST DEVElOPMENT COUNCIL
out-ot-County LOQO
The
Floridd Keys
-.-
Women Fest ~~008
FY 2008 Event Funding
Contract #: 412
EXHIBIT "A"
MONROE COUNTY TOURIST DEVELOPMENT COUNCIL
DESTINATION EVENT BUDGET
BUDGET BREAKDOWN
Line items listed below must be approved by the appropriate agency of record
EVENT NAME:
WomenFest 2008
MEDIA PLACEMENT & PRODUCTION COSTS:
newspaper, radio, magazines, TV, websitelinternet advertising only
$10,000
PROMOTIONAL SIGNS: posters/banners
$
$
$
$
$
$
PROMOTIONAL ITEMS: t-shirts, hats, jackets, coozie cups
DIRECT MAIL PROMOTIONS: brochures/pamphlets/postage & shipping
PROGRAMS:
PUBLIC RELATIONS:
'GENERAL NON-ALLOCATED
TOTAL
$ 10,000
'GENERAL NON ALLOCATED MAY NOT EXCEED 15% OF THE ABOVE
BUDGET AND CAN ONLY BE UTILIZED FOR ACCEPTABLE TDC ITEMS AS
APPROVED BY THE ADVERTISING AND PUBLIC RELATIONS AGENCY OF
RECOIRD.
ACTUAL EXPENDITURES MAY DEVIATE NO MORE THAN 10% FROM THE
BUDGIETED LINE ITEMS NOTED ABOVE.
Monroe County Tourist Development DestinationlTurnKey Event Application FY 2008