12/18/1996I
AGREEMENT
THIS AGREEMENT is entered into this l day of 40996, by and
between BOARD OF COUNTY COMMISSIONERS, MONROE COUNTY, FLORIDA,
(BOCC) and Florida Floats & Events, Inc. d/b/a King Orange Float Co. (Provider)
NOW, THEREFORE, and in consideration of the mutual covenants, contained
herein the parties agree as follows:
1. Fundina: The BOCC agrees to pay an amount not to exceed forty seven
thousand dollars ($47,000) for a 1997 Parade Float which will be utilized in the
nationally televised section of the Orange Bowl Parade (12/28/96) in Miami; Tampa
GASPARILLA Parade (2/97); Ft. Myers Edison Pageant of Light Parade (2/97); Plant
City Strawberry Festival Parade (3/97); St. Petersburg Festival of Light Parade (4/97);
and Bradenton Heritage Parade (4/97); and for the previously constructed 1996 Parade
Float which was utilized in the Key West Fantasy Fest Parade (10/96). BOCC shall pay
the six thousand five hundred dollar($6,500.00) parade entry fee directly to the
Orange Bowl Committee in addition to the compensation of $47,000.00 to be paid to
Provider for a total of fifty three thousand five hundred dollars ($53,500.00). No
entry fees shall be charged to the BOCC for parade participation other than the Orange
Bowl Parade to be held (12/28/96) in Miami, FL.
2. Scope of Services: The Provider agrees to design, build, decorate and
enter a float on behalf of BOCC in the nationally televised section of the Orange Bowl
Parade (12/28/96) in Miami. The float will also be utilized in the Tampa GASPARILLA
Parade (2/97), Fort Myers Edison Pageant of Light Parade (2/97), Plant City Strawberry
Festival Parade (3/97), St. Petersburg Festival of Light Parade (4/97) Bradenton
Heritage Parade (3/97). The Provider will keep and maintain 1997 float (subject of this
contract), which will feature a special design, for possible use in the Key West Fantasy
Parade, which will be held in October of 1997. The Provider agrees to complete the
subject float in a good and workmanlike manner, that is appearance and operating
condition shall be of high quality, and to drive and operate the same-0 the Parades. In
its performance of the services hereunder by the Provider and in they at.ticipa6n irx-iie
Parade by BOCC, the parties agree to abide by the provisions oi-1, a Kirt Oran"ge
Jamboree Parade Float Entry Manual. The Provider agrees to maintain thec%sur�nce
on behalf of BOCC and to hold harmless and indemnify BOCi; and it 'directors,
officers, employees and representative in the same manner ash it indea�nifie� the
Orange Bowl Committee, Inc. (the Committee) and any other Comm ittee'Cundo_r the
applicable provisions of the Manual, and for this purpose to designate BOCC as a
additional insured under its insurance policies for the term of this Agreement and to
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provided it with a certificate of insurance as set forth in the Manual. The Provider
agrees to operate the float in all aspects of the Parade in strict conformance with the
rules and regulations of the Committee and under the dictates and rules of any other
Parade Committees. Float talent personnel and driver for the subject float shall be
furnished at the expense and shall be the responsibility of the Provider. The Provider
agrees that in entering, displaying, and operating said float in the Parade for BOCC,
they will observe the rules and regulations of the Committee regarding such display and
operation. the Provider agrees that upon commencement of construction for the
subject float, they will notify BOCC of the location of such construction in order that
representatives of BOCC may, at their discretion, inspect the construction. In the event
that the Provider moves the said float to a second or third location, they agree to keep
BOCC advised of all such changes of the location of the construction site. Provider will
provide the 1996 parade float, subject of the prior year's agreement, for the Key West
Fantasy Fest Parade in October, 1997.
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 1997 float's theme and design. Any changes or alterations must be approved by
Stuart Newman Associates before execution.
4. Payment: Payments to Provider shall be made only upon presentation of
an invoice which shall indicate the task for which payment is sought, with proper
documentation attached; and upon completion of said which shall be confirmed by
Stuart Newman Associates.
All payments are specifically contingent upon availability of TDC funds.
Only acceptable expenses listed in the Monroe County Tourist Development Council
Operations Manual shall be paid.
BOCC shall pay provider in installments, as follows:
a.) Upon use of the 1995 float for the Fantasy Fest 1996 Parade,
$3,000.00
b.) Upon completion of the chassis of the float, $20,500.00
c.) Upon operation of the 1997 float in the Orange Bowl Parade on
12/28/96, $18,500.00
d.) Upon operation of the 1997 float in each remaining parade listed in
paragraph 1, the sum of $1,000.00 per parade.
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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 Florida Floats & Event, 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 herein, for any reason under control of the Provider except for those reasons in
paragraph 20, then payment will be reduced as follows:
a.) 1996 float not used in Fantasy Fest - a reduction of $3,000.00
b.) 1997 float not completed or not used in Orange Bowl Parade
(12/28/96) - a reduction of $39,000.00.
c.) 1997 float not placed in remaining parades - a reduction of $1,000.00
per parade.
Florida Floats & Events, Inc. shall give written notice to the Monroe
County Tourist Development Council if said event is canceled. 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.,
Suite 201, Key West, Florida 33040.
10. Indemnification and Hold Harmless: Provider 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.
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11. Insurance Requirements: Provider shall carry during the term of this
agreement insurance's per Attachment "A. Provider 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: Provider 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 Provider 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: Provider shall be required to list any or all potential conflicts
or interest, as defined by Florida Statute 112 and Monroe County Ethics Ordinance.
Provider 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: Provider 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.
19. Compliance with laws - Nondiscrimination: Provider 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 performance of work under this Agreement. This Agreement shall
be subject to all federal, state, and local laws and ordinances.
20. Force Majeure: Provider 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
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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
Provider 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 TDC, the
Provider, must furnish evidence of the causes of such delay or failure. Provider 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 Provider.
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 1996, 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. Lopo: 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.
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 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: Provider 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
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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.
28. Public Entity Crime Statement: "A person or affiliate who has been placed
on the convicted vendor list following a conviction for public entity crime 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 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
a period of 36 months from the date of being placed on the convicted vendor list. "
IN WITNESS WHEREOF, the parties hereto have executed this agreement the
day and year first above written.
(SEAL)
Attest: ,
' (SEAL)
Attest: •o"WuKOWAN CLOK
DEPUffCILEW
Florida Floats & Events, Inc.
by
MONROE COUNTY BOARD OF COUNTY
COMMISSIONER 00
MA O /C 1 MA
APPROVED AS TO
AND LEGAL SUFFK
rol