03/10/1999 Agreement couNrk
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BRANCH OFFICE CLERK OF THE CIRCUIT COURT BRANCH OFFICE
3117 OVERSEAS HIGHWAY MONROE COUNTY 88820 OVERSEAS HIGHWAY
MARATHON, FLORIDA 33050 500 WHITEHEAD STREET PLANTATION KEY, FLORIDA 33070
TEL (305) 289-6027 KEY WEST, FLORIDA 33040 TEL. (305) 852 -7145
FAX (305) 289 -1745 TEL. (305) 292 -3550 FAX (305) 852-7146
FAX (305) 295 -3660
MEMORANDUM
TO: Lynda M. Stuart, Office Manager
Tourist Development Council
FROM: Ruth Ann Jantzen, Deputy Clerk .f
DATE: March 22, 1999
SUBJECT: Executed Agreements
At the March 10, 1999 County Commissioner Meeting, the Board granted
approval and authorized execution of the following documents:
Turn Key Events Agreement between Monroe County and Key West Festivals,
Inc., covering Hemingway Days Festival on July 16- 25,1999, in the amount of
$42,000.00,DAC I, FY 99, Third Penny.
Turn Key Events Agreement between Monroe County and Parrot Heads in
Paradise, Inc., covering the Meeting of the Minds, 8th Annual PHIP Convention
on October 21 -24, 1999, in the amount of $10,000.00,DAC I, FY 99, Third Penny.
Turn Key Events Agreement between Monroe County and Key West Tourist
Development Association covering Fantasy Fest on October 22- 31,1999, in an
amount not to exceed $92,000.00,DAC I, and $5,000.00DAC H, FY 99, Third
Penny.
Addendum to Agreement between Monroe County and Diversified Services, to
allow for provision of janitorial services on a month- to-month basis from
March 17, 1999 until such time that the appropriate bid process can be taken to
secure a permanent agreement.
Turn Key Events Agreement
THIS AGREEMENT is entered into this /0 it day of I i J4 , 1999, by and
between BOARD OF COUNTY COMMISSIONERS, MONROE COUNTY, FLORIDA,
(BOCC) and Parrot Heads in Paradise, Inc.
NOW, THEREFORE, and in consideration of the mutual covenants, contained
herein the parties agree as follows:
1. The BOCC agrees to pay ($10,000.00) ten thousand dollars for the
Meeting of The Minds, 8th Annual PHIP Convention covering a period October 21 -
October 24, 1999 from tourist development tax funds.
2. Scope of Services: The Parrot Heads In Paradise, Inc. agrees to provide
the County with an event as specified:
a) Provide Meeting of the Minds Convention. A four (4) day annual event
with approximately 3000 delegates from the United States and Canada.
b) A Parrot Head Street Festival that will include food, merchandise and live
music. The event will be held on Duval St. on October 23rd, 1999.
c) A raffle will be held to benefit local, regional and national charities such as
"Save the Manatee ", Alzheimer's Foundation and Reef Relief.
d) Provide national media for the event.
3. Payment: Upon receipt from Event Sponsor of documentation, reviewed
and verified by the Tourist Development Council (TDC) Administrative Office, proving
that event has been produced and promoted through marketing literature adverting,"
program /publication ads, television coverage, publicity and on -site advertienq,. nc aq
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the required insurance was obtained no less than twenty days prior to the r f, BC°
shall pay $10,000.00.
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Monroe County's performance and obligation to pay under thK is
contingent upon an annual appropriation by the BOCC. ''�`v N
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4. Accounting: Financial records of Parrot Heads In PaPadite, -Inc.
pertaining to this project shall be kept on generally recognized accounting principles
and shall be available to the BOCC or to an authorized representative for audit.
Records shall be retained a minimum of three years after contract has been performed.
5. Modification: Any changes to this contract may be made only by written
mutual agreement, recommended by the TDC and approved by the BOCC.
6. Breach and Penalties: The parties agree to full performance of the
covenants contained in this agreement, and the BOCC reserves the right at its
discretion, provided such breach is material, to terminate the services in this agreement
for any misfeasance, malfeasance, or nonperformance of the agreement terms or
negligent performance of the agreement terms by Parrot Heads In Paradise, Inc.
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7. Termination: 120 days after the date of the event, the agreement will be
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terminated. All invoices must be submitted within the 120 day period.
8. Non Occurrence of Event: The Parrot Heads In Paradise, Inc. 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) person authorized to cancel including title and stated
affiliation.
9. Indemnification and Hold Harmless: Parrot Heads In Paradise, Inc.
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 event sponsored by Parrot Heads In Paradise, Inc..
10. Insurance Requirements: Parrot Heads In Paradise, Inc., as a pre-
requisite of the Special Event governed by this agreement, shall obtain, at its own
expense, insurance as specified in this section:
Parrot Heads In Paradise, Inc. will not be permitted to commence work
associated with the Event (including pre- staging of personnel and materiel) until
satisfactory evidence of the required insurance has been furnished to the county as
specified below. Parrot Heads In Paradise, Inc. shall maintain the required insurance
through out 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.
Parrot Heads In Paradise, Inc. 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 BOCC 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.
Acceptance and /or approval of Parrot Heads In Paradise, Inc.'s insurance shall
not be construed as relieving Parrot Heads In Paradise, Inc. 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 "Additional Insured" on all policies, except for Worker's
compensation.
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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.
Parrot Heads In Paradise, 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.
Prior to commencement of work governed by this contract, Parrot Heads In
Paradise, Inc. shall obtain General Liability Insurance. Coverage shall be maintained
throughout 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 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 that the contractor's General Liability policy.
11. Permits: The Parrot Heads In Paradise, Inc. will secure all required
permits, licenses including but not limited to occupational licenses.
12. Laws and Regulations: Any and all services, materials and equipment
shall comply fully with all Local, State and Federal laws and regulations, and Parrot
Heads In Paradise, Inc. agrees that the venue for any dispute concerning this
agreement shall be in Monroe County, Florida.
13. Taxes: The BOCC and TDC are exempt from Federal Excise and State
of Florida Sales Tax.
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14. Finance Charges: The BOCC and TDC will not be responsible for any
finance charges.
15. Relation of BOCC/TDC: It is the intent of the parties hereto that the Parrot
Heads In Paradise, Inc. 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 BOCC and TDC, and the BOCC 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 Parrot Heads In Paradise, Inc. shall be required to list
any or all potential conflicts or interest, as defined by Florida Statute 112 and Monroe
County Code. The Parrot Heads In Paradise, Inc. shall disclose to the BOCC and 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 and TDC.
17. Assignment: The Parrot Heads In Paradise, Inc. 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 TDC and BOCC.
18. Compliance with laws - Nondiscrimination: The Parrot Heads In Paradise,
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, 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.
19. Force Majeure: The Parrot Heads in Paradise, 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 the Parrot Heads in Paradise, Inc. 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 or BOCC, the Parrot Heads in
Paradise, Inc. must furnish evidence of the causes of such delay or failure and
evidence of efforts to substitute dates or activities for canceled segments of the Event.
Should any segments the entire event be canceled through no fault of Event Sponsor,
BOCC shall pay only for specific advertising and promotional activities conducted
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outside of the County, as evidenced by documentation acceptable to TDC and BOCC
Finance Dept.
Parrot Heads in Paradise, Inc. shall not resume its performance hereunder unless
provided for in the Scope of Services.
20. Security Protection: The Parrot Heads In Paradise, Inc. agrees to
provide proper security for crowd control and safety for the event.
21. Ethics Clause: Parrot Heads In Paradise, Inc. warrants that it has not
employed, retained or otherwise had act on its behalf any former county officer of
employee subject to the prohibition of Section 2 of Ordinance No 010 -1990 or any
County officer or employee in violation of Section 3 of Ordinance No. 020 -1990. For
breach or violation of this provision the County may, in its discretion, terminate this
contract without liability and may also, in 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 county officer or employee.
22. Ownership: All advertising and promotion work performed under the
agreement 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.
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 and TDC
under this agreement.
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, all 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 b) they are empowered to act and execute agreement for the
sponsors and c) this agreement has been approved by the sponsor's Board of
Directors.
27. 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 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
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, 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 ".
28. Entire Agreement: The parties agree that the Agreement above
constitutes the entire agreement between the BOCC and Parrot Heads In Paradise, Inc.
IN WITNESS WHEREOF, the parties hereto have executed this agreement the
day and year first above written.
(SEAL) Parrot Heads in Paradise, In
Atte /
', By /t-
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(SEA Y ' BOARD OF COUNTY COMMISSIONERS
Attest: YVC. KOLHAGE, Clerk OF MONROE COUNTY, FLORIDA
t By
epu Jerk S Mayor /Chairman
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