FY2015 12/10/2014Turnkey Event Agreement
THIS Agreement is made and entered into by and between Monroe County, Florida, a
political subdivision of the State of FI ida (County), and Upper Keys Community Pool, Inc.
(Event Contractor) on this )& — day of ��n�- , 2014.
WITNESSETH:
In consideration of the mutual covenants contained herein the parties agree as follows:
1. Payment A Turnkey event shall be considered an all- inclusive event where the
Event Contractor has financial responsibility for every facet of the production, promotion and
management of the event. Payment under a contract for a Turnkey event will be made only
after completion of the event and proof that the scope of services as described below in
paragraph 2 has been completed. If a Turnkey event is delayed or canceled for any reason,
no payment shall be forthcoming, even if the Event Contractor has out -of- pocket expenses
leading up to the actual event. The Tourist Development Council (TDC), therefore, strongly
recommends that the Event Contractor purchase insurance that covers the cancellation or
delay of an event due to "force majeure" or unforeseen circumstances (see paragraph 8).
The County agrees to pay $50,000 (Fifty Thousand Dollars – TDC District V Funding
Allocation) effective October 17, 2014 for: Orange Bowl Swim Classic and Winter Training
in December 2015 - January 2016, from tourist development tax funds upon receipt of
documentation from Event Contractor, on or before the expiration date of agreement in
paragraph 3, that they have met its obligations under this agreement. Said documentation
shall also include samples of the Event Contractor's marketing program as outlined in their
application. Documentation submitted by Event Contractor will be reviewed and verified by the
Tourist Development Council (TDC) Administrative Office, at which time, County shall pay the
sum noted above.
Monroe County's performance and obligation to pay under this contract is contingent
upon an annual appropriation by the County.
2. Scope of Services The Event Contractor agrees to provide the County with an
event as specified in the Scope of Services below (Event):
a). An Intercollegiate Swim Meet with a minimum of six (6) teams and three (3)
divisions; Winter Training (Dec through mid - January) to host approximately twelve (12) teams
from three (3) divisions.
3. Expiration of Agreement This agreement expires on March 31, 2016 unless the
date of the event is amended upon approval of the Advisory Committee and TDC Director and
the County shall not be obligated to pay for any services provided by Event Contractor under
this agreement if documentation as noted above is not received on or before this
reimbursement deadline date.
Event Name: Orange Bowl Swim Classic and Winter Training
Turnkey Funding: FY 2015
I D #: 1437
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4. Modification - The event name, time. & date_ of the event and - Schedule of
Activities may be amended .upon written approval of the Advisory Committee and TDC
Director. Any changes to said, contract other than stated above require approval by the
Advisory Committee, TDC and the County.
5: - No Occurrence of Event The Event Contractor shall give written notice to the
TDC if it. is found necessary to cancel an event. The notice shall contain the reason for the
cancellation.
6. Indemnification.and Hold Harmless The Event Contractor covenants and agrees
to indemnify and hold harmless and defend Monroe County, its officers, employees - and agents
including the TDC 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 by Event Contractor, or other activities
and funding associated with this agreement, except those losses or damages caused by
County or its agents.
7. Claims and. Venue Event Contractor agrees to. notify County immediately of any
claims, suits . or action made'-against. the Event Contractor that is related to the activity under
this agreement, and will cooperate with County in the investigation arising as a result of any
action, suit or claim related to this agreement. Any legal proceedings arising out of this
agreement shall. be in accordance -with the laws of the State of Florida in the 16 Judicial
Circuit for Monroe County; venue shall be in Monroe County, Florida.
8. Insurance Requirements Event Contractor as a pre- requisite of the Special
Event governed by this agreement shall obtain at its own expense, insurance as specified in
this section. If a Turnkey event is delayed or canceled for any reason, no payment shall be
forthcoming, - even if the Event Contractor has out -of- pocket expenses leading up to.the actual
.event. The TDC, therefore, strongly recommends that the Event Contractor purchase
..insurance that covers the cancellation or delay of an event due to "force majeure" or
.unforeseen circumstances.
Event .Contractor shall furnish the County with a certificate evidencing the
insurance required by this paragraph notlater.than twenty (20) days prior to the event
Event Contractor must have their insurance agency email the certificates of- insurance
directly to Maria Slavik in - the Monroe County. Risk Management Department. Slavik-
Maria(a FL.Gov — The email must state that this is a certificate for a TDC
event (state name of event as written within your contract) and should be forwarded to
Kelly Scarbrough at the TDC administrative office. Your certificate must state that the
Monroe County Board of County Commissioners is a "Certificate Holder and that
Monroe County.- its employees and. officials - will - be included as "additional insured ". If
you, or your insurance agency needs to speak with Maria Slavik regarding the insurance
requirements, she can be contacted by telephone at (305) 295 -3178, or by email -at the
address stated above.
Event Name: Orange Bowl Swim Classic.and Winter Training
Turnkey Funding: FY 2015
D #: 1437
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It is the Event Contractor's responsibility to confirm that the insurance has been
received and approved. You can do this by contacting Kelly Scarbrough at AdminAsstO -fla-
keys.com or by calling (305) 296- 1.552.
Event Contractor 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 Contractor 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 in has been
reinstated or replaced. Event Contractor 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, 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 Event Contractor`s insurance shall not be construed as
relieving Event Contractor from any liability Liability or . obligation assumed under this contract or.
imposed by law.
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.
Prior to commencement of work governed by this contract, Event Contractor 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:
Event Name: Orange Bowl Swim Classic and Winter Training
Turnkey Funding: FY 2015
D #: 1437
3
$ 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.
A Workers' Compensation insurance is required by Florida Statutes.
9. Permits The Event Contractor will secure all required permits, licenses and shall
pay all appropriate business taxes.
10. Laws and Regulations Any and all services, materials and equipment shall
comply fully with all Local, State and Federal laws and regulations.
11. Taxes The County and TDC are exempt from Federal Excise and State of
Florida Sales Tax.
12. Finance Charges The County and TDC will not be responsible for any finance.
charges.
13. Relation of County/TDC It is the intent of the parties hereto that the Event
Contractor 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 County
and. TDC, and the County and TDC_ shall at no time -be legally responsible for any negligence
on the part. of said Event Contractor, its employees or agents, resulting in either. bodily .or
personal injury or property damage to any individual, firm or corporation.
14. Disclosure The Event Contractor shall be .required to list any or all potential
conflicts of interest, as defined by Florida Statutes Chapter 112 and Monroe County Code.
The Event Contractor 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.
15. Assignment The Event . Contractor shall not assign, transfer, convey, sublet or
otherwise dispose of this agreement 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 County.
Event Name: Orange Bowl Swim Classic and Winter Training
Turnkey Funding: FY 2015
ID #: 1437
C!
16. Compliance with Laws Nondiscrimination The Event Contractor shall comply
with all Local,. State and. Federal laws, .regulations 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 Local, State and Federal laws, regulations and ordinances.
17. Security Protection The Event Contractor agrees to provide adequate security
for the event.
18. Ethics Clause The Event Contractor warrants that it has not employed, retained
or otherwise 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.
-- . 19. Media Rights The TDC shall have the right under this agreement to broadcast
or rebroadcast, for any purpose whatsoever,. radio, television, sound, video or film production,
and still photographs, paid by the TDC and County, and produced by the TDC agencies of
record.
20. Logo Marketing promotions that display our logo must use the "The Florida
Keys — Key Largo" logo /trademark (as per.attached logo sample - Exhibit A). Electronic
format (eps or jpg file) of the appropriate logo may be obtained by contacting Ashley Miller or
John Underwood with Tinsley Advertising at 305- 856 -6060.
21. 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.
22. Authority: Each of the signatories for the Event Contractor below certifies and
warrants that: a) the Event Contractor'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
Event Contractor and c) this agreement has been approved by the Event Contractor's
governing. board.
23. Public Entities 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 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
Event Name: Orange Bowl Swim Classic and Winter Training
Turnkey Funding: FY 2015
ID #: 1437
5
Section 287.0.17, for category two for a period. of 36 months from the date of being placed on
the convicted vendor list.
24. 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
Event Contractor 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..
25. Accounting and Records Event Contractor shall maintain records pursuant to
generally, accepted accounting principles for four (4) years after the event and shall permit
County and its agents and employees access to said records at reasonable times.
26. Notice Any notice required or permitted under this agreement shall be in writing .
and hand delivered or mailed, postage prepaid, to the. other party by certified mail, returned
receipt requested to the following:
For Grantee: Jim Boilini
Upper Keys Community Pool, Inc.
99696 Overseas Highway
Key Largo, -FL 33037
For Grantor: Maxine Pacini
Monroe County Tourist Development Council
1201 White Street, Suite 102
Key West,. FL .33040
And
Christine Lim bert- Barrows, Asst. County Attorney.
P.O. Box 1026
Key West, FL 33041 -1026
27.. 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 Contractor.
28. Termination of Agreement County may terminate this agreement without cause
by providing written notice to Event Contractor; through its officer, agent or representative, no
less than sixty (60) days prior to the event and may terminate for breach upon providing to.
Event Contractor, through its officer-,_ agent or representative, notice at least seven (7) days
prior to the effective date of the .termination. Notice is deemed received by Event Contractor
Event Name: Orange Bowl Swim.Classic and Winter Training
Turnkey Funding: FY 2015
D #: 1437
6
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ID A 1437 Date — T T O RNEY
EXHIBIT A
Color ads four (4) color processing printing
Black & white ads shall include the appropriate generic or district logo in high resolution
TV: logo must appear at the, conclusion of commercial
Radio Advertising: No logo is required. All radio announcements must say "Brought to you
by the Monroe County Tourist Development Council."
Marketing promotions that display our logo must use the "The Florida Keys - Key Largo" .
logo /trademark., Electronic format (eps or jpg file) of the appropriate logo may be obtained by.
contacting - Ashley Miller or John.Underwood, with Tinsley Advertising at 305- 856 - 6060.
K6ey The ors d eys
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Event Name: Orange Bowl Swim Classic.and Winter Training
Turnkey Funding: FY 2015
ID #: 1437
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