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10/20/1994AGREEMENT THIS AGREEMENT is entered into this day of 1994, by and between BOARD OF COUNTY COMMISSIONERS, MONROE COUNTY, FLORIDA, (BOCC) and Festival Floats, Inc. (Provider) NOW, THEREFORE, and in consideration of the mutual covenants, contained herein the parties agree as follows: 1. Funding: The BOCC agrees to pay an amount not to exceed fifty thousand dollars ($50,000) for a 1995 Parade Float which will be utilized in the NBC Network televised section of the King Orange Jamboree (12/31/94); Tampa GASPARILLA (2/95); Ft. Myers Edison Pageant of Light Parade (2/95); Plant City Strawberry Festival Parade (3/95); St. Petersburg Festival of Light Parade (4/95); and Bradenton Heritage Parade (4/95). BOCC will pay an additional $3,000 for the 1994 Parade Float to be utilized in the Key West Fantasy Fest Parade (10/29/94). (See Exhibit A) 2. Scope of Services: Festival Floats, Inc. agrees to provide and maintain the Float in compliance with the provisions in Exhibit A and that said Float is to be completed by December 31, 1994. Festival Floats, Inc. will provide the 1994 parade float, subject of the prior year's agreement, for the Key West Fantasy Fest Parade on October 29, 1994. (See Exhibit A) 3. Advertising and Public Relations: All advertising and public relations services or supervision of advertising and public relations will be provided through the contracted agencies of the BOCC. The Monroe County Tourist Development Council, through its public relations agency, Stuart Newman Associates, shall have approval of the 1995 float's theme and design. Any changes or alterations must be approved by Stuart Newman Associates before execution. 4. Payment: Payments to Festival Floats, Inc. shall be as follows: Payment upon presentation of an invoice shall indicate the task for which payment is sought, with proper documentation attached. Upon completion of said event Stuart Newman Associates shall confirm compliance with the Scope of Services. All payments are specifically contingent upon availability of TDC funds. Only acceptable expenses listed in the Monroe County wl�nt Council Operations Manual shall be paid. r )5: L d Z- AQN b6. 30:-)Jd =io 03-11A 5. Records: Festival Floats, Inc. shall maintain adequate and complete records to justify all charges, expenses and costs of this project shall be kept on generally recognized accounting principles. Said records shall be made available to the BOCC or to an authorized representative for audit upon request and shall be maintained for at least three (3) years after completion of this Agreement. 6. Modification: Additions to, modifications to, or deletions from the Scope of Services set forth in this contract may be made only by written mutual agreement, recommended by the TDC and approved by the BOCC. 7. Breach and Penalties: The parties agree to full performance of the covenants contained in this contract, and the BOCC reserves the right at its discretion, provided such breach is material to terminate the services in this contract for any misfeasance, malfeasance, or nonperformance of the contract terms or negligent performance of the contract terms by Festival Floats, Inc.. 8. Termination: 120 days after the date of the event, the contract will be terminated. All invoices must be submitted within the 120 day period. 9. Non Occurrence of Event: If either float is not entered in any parade as specified in Exhibit A, for any reason under control of Festival Floats, Inc. except for those reasons in paragraph 20, then payment will be reduced as provided in Exhibit A. Festival Floats, Inc. shall give written notice to the Monroe County Tourist Development Council if said event is cancelled. The notice shall contain the following specifics: 1) reason for cancellation, 2) substantiation of the reason for cancellation and 3) person authorized to cancel including title and stated affiliation. Notice shall be provided to the TDC Administrative Office, 3406 North Roosevelt Ave., Key West, Florida 33040. 10. Indemnification and Hold Harmless: Festival Floats, Inc., 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. 11. Insurance Requirements: Festival Floats, Inc., shall carry during the term of this agreement public liability insurance, including bodily injury and property loss damage to cover all claims, demands or actions by any person or entity in anyway arising from the operation, of this event(s). General and automobile liability insurance shall each be in an amount not less than $1,000,000. Monroe County shall be named as additional insured under the insurance policy and such insurance shall 2 be primary and noncontributing with any insurance carried by the County. Festival Floats, Inc. shall also carry insurance coverage for Workers Compensation as required by law and employees liability in the amounts of: $100,000 each accident $500,000 for disease $100,000 for disease each employee Festival Floats, Inc., shall furnish the County with a certificate evidencing the insurance required by this paragraph not later than twenty (20) days prior to the event. 12. Permits: Festival Floats, Inc. will secure all required permits, licenses including but not limited to occupational licenses. 13. Laws and Regulations: It shall be understood and agreed that any and all services, materials and equipment shall comply full with all Local, State and Federal laws and regulations. 14. Taxes: The BOCC and TDC are exempt from Federal Excise and State of Florida Sales Tax. 15. Finance Charges: The BOCC and TDC will not be responsible for any finance charges. 16. Relation of BOCC: It is the intent of the parties hereto that Festival Floats, Inc., shall be legally considered as an independent contractors and that neither it nor its employees shall, under any circumstances, be considered servants or agents of the BOCC and the BOCC shall at no time be legally responsible for any negligence on the part of said successful proposer, its employees or agents, resulting in either bodily or personal injury or property damage to any individual, firm, or corporation. 17. Disclosure: Festival Floats, Inc. shall be required to list any or all potential conflicts or interest, as defined by Florida Statute 112 and Monroe County Ethics Ordinance. Festival Floats, Inc., shall disclose to the BOCC/TDC all actual or proposed conflicts of interest, financial or otherwise, direct or indirect, involving any client's interest which may conflict with the interest of the BOCC. 18. Assignment: Festival Floats, Inc., shall not assign, transfer, convey, sublet or otherwise dispose of this proposal, or of any or all of its right, title or interest therein, or his or its power to execute such contract to any person, company or corporation without prior consent of the BOCC m+ �A- c��C son a%�� � AWA . 19. Compliance with laws - Nondiscrimination: Festival Floats, Inc., 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, 3 religion, sex, age, or national origin in the performance of work under this Agreement. This Agreement shall be subject to all federal, state, and local laws and ordinances. 20. Force Maieure: Festival Floats, Inc., 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 Festival Floats, Inc., have exercised reasonable care in the prevention thereof, and any such delay or failure shall not constitute a breach of the Agreement. Upon demand of TDC, Festival Floats, Inc., must furnish evidence of the causes of such delay or failure. Festival Floats, Inc., shall not resume its performance hereunder unless provided for in the Scope of Services. 21. Governing LawNenue: This Agreement shall be governed and construed by and in accordance with the laws of the State of Florida and constitutes the entire agreement between the BOCC and Festival Floats, Inc.. 22. Ownership: All advertising and promotion work performed under the contract and paid for by the BOCC and TDC shall be the property of the BOCC and TDC, for whatever use and/or disposition the BOCC and TDC may deem appropriate, except that the Float shall be returned to Provider immediately after the production of the last Parade in April 1995, as specified in Exhibit A and the materials used for decoration purposes shall remain the property of Provider. 23. Media rights: 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 BOCC/TDC under this contract. 24. Logo: All promotional literature and display advertising with the exception of generic advertising must display the Florida Keys and Key West logo/trade mark (as per enclosed). 25. Severability: If any provision of this Agreement shall be held by a Court of competent jurisdiction to be invalid or unenforceable, shall not be affected thereby; and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 4 26. Authoritv: 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 b) they are empowered to act and contract for the sponsors and c) this agreement has been approved by the sponsor's Board of Directors. 27. Ethics Clause: Festival Floats, Inc. warrants that he/it has not employed retained or otherwise had act on his/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 contract without liability and may also, at its discretion, deduct from the contract 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. IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year first above written. (SEAL) Attest: (SEAL) Attest: Festival MONROE COUNTY BOARD OF COUNTY COMMISSIONERS 4-6 MAYOR : 2p T<-,rn Approved as to forpi & legal sufficiency: - Date: A-) �c 5 SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(a), FLORIDA STATUTES. ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADbHNIS'TER OATHS.. 1. This sworn statement is submitted to BOARD OF COUNTY COMMISSIONERS, MONROE COUNTY [print name of the public entity] by ED WILLIAMSON PRESIDENT for FESTIVAL FLOA�S,e �uuel [print name of entity submitting sworn statement] whose business address is 1100 N.W. South River Drive Miami, F1. 33136 and (if applicable) its Federal Employer Identification Number (FEIlN) is 6 5 — 010 0 8 5 8 (If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement: .) 2. I understand that a "public entity crime" as defined in Paragraph 287.133(1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 3. I understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)(b), Florida Statutes. means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere. 4. I understand that an "affiliate" as defined in Paragraph 287.133(1)(a), Florida Statutes, means: 1. A predecessor or successor of a person convicted of a public entity crime, or 2. An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5. I understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. 6. Based on information and belief, the statement which I have marked below is true in relation to the entity - submitting this sworn statement. [indicate which statement applies.] X Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. The entity submitting this sworn statement, or. one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. [attach a copy of the final order] I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED• I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA RIDA STATUTES FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMAMONTAII�iID IN THIS FORM. W Sworn to and subscribed before me this hk-- day of � • 192Z Personally known OR Produced identification No Public - State of (Type of identification) Form PUR 7068 (Rev. 06/11/92) My commission expires JANE M GAMMON (Printed typed or stamped commissioned name of notary public) iiY P(/OFFICIAL NOTARY SEAL p�P elm JANE it GIAMMON 2 n COMMISSION NUMBER CC248407 �j MY COMMISSION EXP. `c0F F\JO DEC. 27 1996 F lil Memorandum Agreement 'Illis Agreement, mnde and entered into this 27 clay of JUNE , 199 4 y and between FESTIVAL FLOATS, INC. and MONROE COUNTY BOARD OF COUNTY COMMISSIONERS P.O. Box 865 - KeY West. Fl, 33041 Phone: 292_352 ,((mar) _— WITNESSKTII E FESTIVAL FLOATS, INC. agrees to construct and decorate a float within the parameters of suggestions, ketches and drawings attached hereto as Wdllbit 1. 7oat lobe approximately � 3 e feet long X "THE PLACE TO PLAY" �f�5 20 (KOJ) 10(all others) ft:etwida 16 (KOJ) 13.6 (a 11 others) feethigh F1ooNSponaor Name) lt H 3ach side of tile float to have letters as per design submitted and agreed upon as follows, - "THE FLORIDA KEYS 6 KEY WEST" "KEY LARGO, ISLAMORADA, MARATHON, BIG PINE KE , (BY WEST" I STRUCK, CAR. or TRAILER for float to be provided by........... ,FESTIVAL FLOATS, INC. «TOWING VEIJICLE to be provided by ................................ FESTIVAL FLOATS, XNC. «GENERATOR for fighting & power to be provided by ............. FESTIVAL FLOATS, INC . BtSOUND.SYSTEM to be provided by .................................. FESTIVAL+•FLOATS, INC. ODRIVfiR to be provided b FESTIVAL FLOATS, INC. IrFLOAT PERSONNEL to be provided by ............................ FESTIVAL. X'Lly) INC. «COSTUMES to be provided by ......................................... FFI (KOJ onto) -- *THIS FLOAT is designed to carry ..................................... 4-6 (+ walking gersonel KOJ only) T (Additional personnel or heavy objects must be reported to FES11VAL FLOATS, INC. 24 hours prior to parade time so load Ihnit may not be oxceeded.) The FLOAT, ALL VEHICULAR EQUIPMENT and DECORATIONS shall at all times remain the sole properly of FESTIVAL FLOATS INC., unless otherwise specified in this agreement. The Float Is to be returned to FESTIVAL FLOATS, INC. immediately after the parade. It is understood and agreed that FESTIVAL FLOATS, INC. is not to be held responsible for damage to said float due A to atmospheric conditions or accident other titan structural defect. FESTIVAL FLOATS, INC. shall not be liable for any delay In performance or failure to perform, In whole or part, hereunder due to die occurrence of any event Ircasutg4le coat Lof FESTIVAL FLOATS, INC., including without limitation, by rain, acts of God, strikes, labor dispute, picketing, insurrection, war, epidemic, . emergencies or other force majeure or by reason of any rules, regulations, restrictions, Issued by, or act of, army. govertumenWl authority (collectively or singularly, fire 'Force M cure"). Moreover, In the event that the parade($) am not held due to any mason be and the reasonable control of FEST VAL FLOATS, INC., including,without Ilm#tatlon, any Force Majeure, then charges will be based on construction, material, and sales cost to date. Float MUSE be checked at lout 46 hours before scheduled parade time. Failure to do so will of necessity be construed as ac ceptat m tcal reyarfloats talrpornormal, parade hazed and Iis hebgeed thatFSTIVALFLOATS,INC.slall not be field during onsble fthem. Said float to be completed on or before....... Descember 30 1994 31, 1994 r WVa and to by cnterod In the following parades: NG RANGE J AMBORDE (KOJ) Dec. "Plant Cif T n'rmllrt"•PARADC�Ar*'ji • �,.c,m ^n^rntr /Aavl Anril 1995, BCml *� Payment of any and all parade(s) entry fees shall be the responsibility of tie sponsor. I}OSTONE For conalnleting said float and for above services............ MON�O_F eO1iN TY AA1I nc rnnmmy CONtD1tS agrees to pay to VIISTIVAL FLOATS, INC., the total Will of....... $ 53,000.00 Initial payment of..... $ 39 , 000. QO to be paid by... an. Is, 1995 Second payment of. .... $ ^0- to be paid by... . rival payment of..... $ 14 0 0 0 0 0 lL to bo paid by... May 15. 1995 f Page 2 • FFI Contract MEMORANDUM AGREEMEN'r Any payments by Sponsor not paid when due shall bear interest at the maximum rate permitted by law. 'Phis agreement (i1p (is not) subject to Vlorida State Sales Tnx of 6.5%. (Sea back page for special or added agreements.) Each party will be and act as an independent contractor and not as the agent, employee or partner of, or joint venturer with, the other party for any purpose, and neither patty, by virtue of this Agreement, shall have any right, powar or authority to act or create any obligation, express or implied, on behalf of the other party, and each party shall have sole control over the means, method and performance of its obligations hereunder. This agreement and the exhibits hereto constitutes the entire agreement between lice parties and supersede all prior arrangements or commitments, and this Agreement can only be amended, modified or supplemented by written amendment to this Agreement executed by all patties hereto. No waiver of any provision hereof shall be effective except in writing signed by the waiving patty.. This Agreement shall be governed by the laws of the State of Florida, without regard to conflicts of law principles thereunder. This Agreement may not be assigned by either party without the written consent of the other party, provided that FESTIVAL FLOATS, INC. is pennitted to assign this Agreement to an affiliate without such consent. The parties hereby irrevocably submit fit any suit, action or proceeding arising out of or relating to this Agreement or any transactions contemplated hereby to the exclusive jurisdiction of the United States District Court for the Southem District of Florida, or if jurisdiction is not available therein the jurisdiction of any court of the State of Florida, and waived any and all objections to such jurisdiction or venue that they may have under the laws of anystate or country, Including, without limitation, any argument that jurisdiction, situs, and/or venue are inconvenient or otherwise improper. Each party further agrees that process may be served upon such party in any manner authorized under the laws of the United States or Florida, and waives any objections that such party may otherwise have to such process. Each party represents and warrants to the other that this Agreement has been duly authorized, executed and delivered. Sponsor shall be solely responsible for, and shall indemnify Festival Floats, Inc. from and against any and all costs, expenses (including, without limitation, reasonable attorneys' fees, whether snit is instituted or not, and, if instituted, at any trial or appellate language), suites, proceedings, or infringement of the rights of others, including, without limitation, copyright, literary, dramatic, motion picture, privacy, publicity, trademark, service mark, trade name or any other personal or property right of any third patty, or any claims for unfair competition, defamation, libel or slander any third party, which Is caused by or fit connection with, any display, names, characters, sketches, costumes or drawings submitted by the SPONSOR. FESTIVAL FLOATS, INC. shall maintain (1) general liability insurance and comprehensive automotive insurance (owned, non -owned and hired automotive or other vehicular equipment) in amounts of not less than $ 1, 000, 000_ _ and $ 1, 000 ► 000, respectively, (if) commercial umbrella liability insurance In amounts of not less than $ 2,000,000 per occurrence, and (III) worker's compensation, as required by law. Such coverage as to the acts or omissions of FESTIVAL FLOATS, INC. or its employees and personnel shall be primary to any insurance maintained by the Sponsor. IN WITNESS WHEREOF, the parties here to have executed this agreement ay a year first above written. FESTIVAL FLOATS, INC. FFI SIQNATUKE`i,-4 rt - A 100 N.W. SOUTH RIVER DRIVE PRINT NAME' ED WILLI SON MIAMI, FL 33136 (305) 324-0920 SPONSOR ADDRESS & PlIONCs MONROE COUNTY BOARD OF COUNTY COMMISSIONERS P.O. Box 866 w Key West, I'1. 33041 TITLE---- President; DATE; SPONSOR MMONROE COUNTY BOARD QE COUNTY SIGNATuR "'ISSIONERS PRINT NAME: '11111113• DATE; 811EXIAL INSTRUCTIONS (REQU1,S 1'ED) '1'u be included us ngmed A. SlIRC1AL SKIN WORK Olt ADDRD COPY (Subject to Appixmil By l'wndc Cvmuilttcc) 1. 2. 3. B. S1113CIAL COSTUMING (Added Cost) 1. 3. C. SPECIAL COLOR lWQUEST IMCK SIDES OTHER_ D. OTHER SPECIFIC INSTRUMONS ** SCHEDULE FOR "DISTRIBUTION OF CONTRACT COSTS" 1. Miami KING ORANGE JAMBOREE PARADE ' AND CONSTRUCTION OF 1994--95 FLOAT --------- $36,000.00 2. Tampa GASPARILLA PARADE AND STREAMING & TRANSPORTING TO Tampa ----- $ 6,000.00 3. rt. Myers Ep SON PAGEANT OF LIGHT PARADE ----- t 3.5QQ.00 4. Plant City STRAWBERRY FESTIyAL PARADE ;--------$ 1,590.00 5. St. Petersburg FESTIVAL OF STATES (day) ------ $ 1,500.00 6. Bradenton HERITAGE PARADE -------------------- $ 1,500.00 7. Key West FANTASYFEST PAPpDf-*-*-#-* * - ---^---$ 3,000.00 TOTAL $53,000.00 * Construction and these two parades shown before January 1, 1995 constitutes the initial payment required by January 15, 1995. All other parades constitute the final payment required by May 15, 1995.