FY2012 11/16/2011Destination Events Agreement
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THIS AGREEMENT (Agreement) is entered into this 1� day of M�V ,
2011 by and between MONROE COUNTY, a political subdivision of the state of Florida
(County) and Key West Bight Preservation Association, 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 $17,000 (Seventeen Thousand Dollars) for
The Key West "Bight" Before Christmas Holiday Celebration in November and
December, 2012 from tourist development tax funds (see Exhibit "C "). Of this amount, no
more than 10% or $1,700 shall be expended on advertising media costs attributable to in-
county placement. The general non - allocated section of an event budget shall not
exceed 15% of the total budget and may be utilized for unforeseen permissible
expenditures and for those budget lines that may require additional funds. No
amendments shall be made to Exhibit "C" after approval of contract. A list of
Acceptable Event Marketing Expenses is attached to the agreement as Exhibit "A ".
2. Scope of Services The event sponsor agrees to provide the County with an
event as specified below:
a). A harbor walk of Christmas decorations including lights; Christmas tree; boat
parade
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 COUNTY. The agencies of record shall receive payment
for work in progress upon submission of documented invoices associated with the event.
4. Payment: Any payments directly to the event sponsor or vendors associated
with said event shall be as follows:
Payment upon presentation of an invoice shall indicate the task completed
for which payment is sought, with proper documentation attached.
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. Accounting Financial records of the event Sponsor pertaining to this project
shall be kept according to generally recognized accounting principles and shall be
available to the COUNTY or to an authorized representative for audit.
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
COUNTY approval of the particular change.
Key West Bight Before Christmas
Destination Event: FY 2012
Contract ID #: 990
7. Breach 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 is 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. Termination: This Agreement will be terminated on March 31, 2013. All
invoices must be submitted prior to March 31, 2013.
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 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 (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 COUNTY or its agents.
11. Permits The event sponsor will secure all required permits, licenses and
shall pay all appropriate business taxes.
12. Taxes The COUNTY and TDC are exempt from Federal Excise and State
of Florida Sales Tax.
13. Finance Charges The COUNTY and TDC shall not be responsible for any
finance charges.
14. 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.
15. Disclosure The event sponsor shall be required to list any or all potential
conflicts or interest, as defined by Florida Statutes Chapter 112 and Monroe County Code.
The event sponsor shall disclose to the COUNTY 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 COUNTY and TDC.
16. Assignment 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.
Key West Bight Before Christmas
Destination Event: FY 2012
Contract ID #: 990
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17. Compliance 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 performance of work under this Agreement. This Agreement shall be
subject to all federal, state, and local laws and ordinances.
18. Force Maleure 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 not constitute a breach of the Agreement. Upon
demand of TDC 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.
19. Governing 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.
20. Security Protection: The event sponsor agrees to provide adequate security
for the event. No TDC funds will be used for this purpose.
21. Ownership 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.
22. 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 COUNTY and TDC under this
agreement.
23. Logo Logo Usage guidelines are attached to this contract as
Exhibit "B ". For all promotional literature and display advertising with the exception of
generic advertising must display the "Key West — Close to Perfect -Far from Normal'
logo /trade mark (as per attached logo sample). This logo /trade mark was adopted by
the TDC and County in April, 2010.
24. 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.
Key West Bight Before Christmas
Destination Event: FY 2012
Contract ID #: 990
K3
25. 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 the Agreement for the
Sponsor and c) this Agreement has been approved by the Sponsor's governing board.
26. Ethics Clause: The event sponsor warrants that it has not employed, retained
or other wise had 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.
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
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 Florida
Statutes, for CATEGORY TWO for period of 36 months from the date of being placed on
the convicted vendor list."
28. Notice 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: Tom Stroh
P.O. Box 674
Key West, FL 33041
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
29. Entire Agreement 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 signed by the parties hereto.
Key West Bight Before Christmas
Destination Event: FY 2012
Contract ID #: 990
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
(SEAL)
( Attest fanny L. Kolhage, Clerk
.Y 0- . QkA W4 .44J
Deputy Clerk
Board of un ommissioners
of Mo
Ma r /Ch an
(CORPORATE SEAL)
Attest:
By.
Secretary
Print Name
Date:
Print Name: yem
Date:
Key West Bight Preservation Association, Inc.
By
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Print Name
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Print Name:
Date: /0- /
MONBOt COUNTY ATTORNEY
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Key West Bight Before Christmas
Destination Event: FY 2012
Contract ID#: 990
5
EXHIBIT A
Acceptable Event Marketing Expenses for Destination Events
Approved by BOCC 4120/11
ADVISORY COMMITTEES (UMBRELLAS /DISTRICT ADVISORY COMMITTEES) AND
EVENT COORDINATORS' RESPONSIBILITY: It is the responsibility of the Advisory
Committees (Umbrella /District Advisory Committees (DAC) and Event Coordinators to
keep apprised of all Monroe County Tourist Development Council's policies and
procedures pertaining to event funding. 01/22/92
When DAC event proposals are received, they will be distributed to DACs for review and
recommendations to the TDC. Upon approval of the TDC of any event funding
recommendations, a contract will be entered into by the applicant and BOCC. The BOCC
has final approval of all contracts.
Any Request for Proposal (RFP) response received after the specified deadline, as
determined within the RFP, will not be accepted. roc 7/21/93 This policy mirrors that of the
Board of County Commissioners. BOCC 9/8/93
EVENT FUNDING: The TDC has established several categories of events that may
receive funding. There are four categories of events that may receive funding from the
TDC; Destination Events; Turnkey Events; Cultural Events and Fishing Events.
All advertising and promotional items shall follow the logo /guidelines found in Section II of
the Operations Manual for the Monroe County Tourist Development Council.
TDC funded items are NOT to be sold. 9/14/94
Only the items listed will be reimbursed for the described events. All event coordinators will
receive a reimbursement/direct payment packet that includes an executed copy of the
funding agreement. The packet provides guidelines required for reimbursement/direct
payment of Acceptable Event Marketing Expenses.
No individual applications for Event funding will be considered out of the Two Penny Event
Fund other than the Umbrellas (Cultural, Fishing & Diving). 7/26/95
Marketing expenses for events held outside Monroe County shall not be reimbursed /direct
paid. 5/19/10
DESTINATION EVENTS: Destination events as defined under Section IV -A of the
Operations Manual will be paid as per the scope of services within the contract and those
acceptable items /expenses listed below. Destination events may utilize up to 10% of their
approved line item budgets for in- county hard media and public relations. A general non -
allocated line item is not to exceed 15% of the total budget and can only be utilized for
Key West Bight Before Christmas
Destination Event: FY 2012
Contract I D #: 990
[.1
acceptable TDC items as listed in this section. There cannot be more than a 10%
deviation on the approved line item budget.
Media Placement & Production Costs: newspaper; magazines, radio; TV; website /internet
advertising only
Promotional Signs posters and banners
Promotional Items T- shirts; hats; jackets; koozie cups. Refer to Sales /Resale statement
in Section II of the Operations Manual.
Direct Mail Promotions brochures and pamphlets including postage /shipping. This is a
direct mail promotional brochure /pamphlet utilized for pre -event advertising.
Programs TDC will pay for an event program of listed or schedule of activities and
information on the event, an amount not to exceed 50% of cost, including production and
printing, of program as outlined in contract budget.
Public Relations (PR): Print and broadcast public relations materials for distribution to
media, such as but not limited to press releases, public service announcements,
photography to be utilized in PR releases and video news releases as approved by the
public relations agency of record. Only permissible PR material produced by the agency of
record and /or a professional public relations agency shall be acceptable. BOCC 7/21/10
In -House Production: In -house production of any permissible expenditures will not be
considered for reimbursement. BOCC 7/21/10
Event Promotions TDC funding is intended for promotion of events as opposed to the
ongoing programs of an organization or promotion of the facility. TDC will only consider
reimbursement of advertising and promotional materials that highlight the event versus the
regular programming of an organization or facility. BOCC 7/21/10
Items that have not been approved by the appropriate agency of record prior to
production /placement shall not be considered for reimbursementidirect payment.
BOCC 7/21/10
2 ADVERTISING THROUGH THE INTERNET The TDC will pay for Internet advertising on
web sites (banners, buttons, website links), and E -mail blasts. Internet advertising links
may go to the event website. Logo is required on banners and E- blasts. No payment will
be made for development or operation (hosting) of website. BOCC 5/16/06
SALE /RESALE OF TDC FUNDED ITEMS: Items funded, including creative and resulting
work product, by the BOCC/TDC, in accordance with Florida Public Records Law, are
owned by the BOCC/TDC and as such may not be sold. 09/14/94
Key West Bight Before Christmas
Destination Event: FY 2012
Contract I D #: 990
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EXHIBIT B
Logo /Acknowledgement Usage Guidelines For District I Destination
Events
BOCC 4/21/10
Color ads four (4) color processing printing 06/12/91
Black & white ads shall include the Florida Keys and Key West logo in PMS black. 06/12/91
Use on all printed material as listed under the Acceptable Event Marketing Expenses list
TV: logo must appear at the conclusion of commercial
Hats /t- shirts /jackets /koozie cups: must carry the "The Florida Keys & Key West" logo
Radio Advertising No logo is required. All radio announcements must say "Brought to
you by the Monroe County Tourist Development Council"
In- County Logo
The below 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 "Brought to you by The Monroe County Tourist Development Council ". To seek
approval, clarification and /or logo in electronic format (eps or jpg file), contact Sharon
Joseph or John Underwood with Tinsley Advertising at 305 - 856 -6060.
Key'k/est
Close to Perfect -Far From Normal
MONROE COUNTY TOURIST DEVELOPMENT COUNCIL
Out -of- County Logo
The below logo that does NOT include the "Monroe County Tourist Development Council'
designation 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 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
or jpg file), contact Sharon Joseph or John Underwood at Tinsley Advertising at 305 -856-
6060.
Key'Vest
Close to Perfect -Far From Normal
Key West Bight Before Christmas
Destination Event: FY 2012
Contract ID #: 990
EXHIBIT C
MONROE COUNTY TOURIST DEVELOPMENT COUNCIL
DESTINATION EVENT BUDGET
BUDGET BREAKDOWN
line items listed below must be approved by the appropriate agency of record
There will be no amendments to this budget (Exhibit C) after BOCC approval of Agreement
FISCAL YEAR 2012
EVENT NAME: Key West "Bight" Before Christmas Holiday Celebration
MEDIA PLACEMENT & PRODUCTION COSTS: newspaper, radio, magazines,
TV website /internet advertising only 13000
PROMOTIONAL SIGNS: posters/banners $1,500
PROMOTIONAL ITEMS: t -shirts hats jackets koozie cups $500_
DIRECT MAIL PROMOTIONS: brochures /pamphlets/
postage & shipping $
PROGRAMS: $
PUBLIC RELATIONS $
*GENERAL NON - ALLOCATED $2,000
TOTAL: $17,000
*GENERAL NON ALLOCATED MAY NOT EXCEED 15% OF THE ABOVE BUDGET.
AND CAN ONLY BE UTILIZED FOR ACCEPTABLE TDC ITEMS.
ACTUAL EXPENDITURES MAY DEVIATE NO MORE THAN 10% FROM THE BUDGETED LINE ITEMS
NOTED ABOVE.
MARKETING EXPENSES FOR EVENTS HELD OUTSIDE MONROE COUNTY SHALL NOT BE REIMBURSED /DIRECT PAID