FY2017 10/19/2016Turnkey Event Agreement
THIS Agreement is made and entered into by and between Monroe County, Florida, a
political subdivision f the Stat of F rida (County), and Bauer Restaurants, Inc. (Event
Contractor) on this day of = , 2016.
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 an agreement 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 Monroe County 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 $120,000 (One Hundred and Twenty Thousand Dollars -
TDC District I Funding Allocation) for: Key West Songwriters Festival on May 2017 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 Board of County Commissioners.
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) Kick off Party and concert
b) Main stage show on Duval Street
c) Free shows and various locations in Key West
d) Paid concerts at various locations in Key West
e) Closing show
3. Expiration of Agreement: This agreement expires on July 30, 2017 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: Key West Songwriters Festival
Turnkey Funding: FY 2017
I D #: 1824
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. Non 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 the
negligent or wrongful act or omission of 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 16th Judicial
Circuit for Monroe County; venue shall be in Monroe County, Florida.
8. Non -Waiver of Immunity: Notwithstanding the provisions of Sec. 768.28, Florida
Statutes, the participation of the Event Contractor and the County in this Agreement and the
acquisition of any commercial liability insurance coverage, self-insurance coverage, or local
government liability insurance pool coverage shall not be deemed a waiver of immunity to the
extent of liability coverage, nor shall any contract entered into by the County be required to
contain any provision for waiver.
9. 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 no later 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-
MariaCa)-MonroeCounty-FL.Gov — The email must state that this is a certificate for a TDC
Event Name: Key West Songwriters Festival
Turnkey Funding: FY 2017
ID #: 1824
2
event (state name of event as written within your contract) and should be forwarded to
Ammie Machan 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.
It is the Event Contractor's responsibility to confirm that the insurance has been
received and approved. You can do this by contacting Ammie Machan at AdminAsst(M-fla-
keys.com or by calling (305) 296-1552.
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 insurance 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 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
Event Name: Key West Songwriters Festival
Turnkey Funding: FY 2017
I D #: 1824
3
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
than the contractor's General Liability policy.
A Workers' Compensation insurance is required by Florida Statutes.
10. Permits: The Event Contractor will secure all required permits, licenses and shall
pay all appropriate business taxes.
11. Laws and Regulations: Any and all services, materials and equipment shall
comply fully with all Local, State and Federal laws and regulations.
12. Taxes: The County and TDC are exempt from Federal Excise and State of
Florida Sales Tax, but this in no way exempts the Event Contractor from applicable Federal
and State taxes.
13. Finance Charges: The County and TDC will not be responsible for any finance
charges.
14. Relation of County/TDC: It is the intent of the parties hereto
Contractor shall be legally considered as an independent contractor and that
employees shall, under any circumstances, be considered servants or agent
and TDC, and the County and TDC shall at no time be legally responsible for
on the part of said Event Contractor, its employees or agents, resulting in
personal injury or property damage to any individual, firm or corporation.
Event Name: Key West Songwriters Festival
Turnkey Funding: FY 2017
I D #: 1824
that the Event
neither it nor its
s of the County
any negligence
either bodily or
4
15. 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.
16. Assignment: The Event Contractor 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 County.
17. 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 and regulations and ordinances.
18. Security Protection: The Event Contractor agrees to provide adequate security
for the event.
19. Ethics Clause: The Event Contractor warrants that it has not employed, retained
or otherwise had act on its behalf, any former County officer or employee in violation of Section
2 of 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.
20. 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.
21. Logo: Marketing promotions that display our logo must use the "Key West —
Close to Perfect — Far from Normal" 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.
22. 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.
23. A_ uthority: 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 Name: Key West Songwriters Festival
Turnkey Funding: FY 2017
ID #: 1824
5
Event Contractor and c) this agreement has been approved by the Event Contractor's
governing board.
24. 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
Section 287.017, for category two for a period of 36 months from the date of being placed on
the convicted vendor list.
25. 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.
26. 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.
27. 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: Charlie Bauer
Bauer Resturant, Inc.
1723 Jamaica Drive
Key West, FL 33040
For Grantor: Maxine Pacini
Monroe County Tourist Development Council
1201 White Street, Suite 102
Key West, FL 33040
And
Christine Limbert-Barrows, Asst. County Attorney
P.O. Box 1026
Key West, FL 33041-1026
28. 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
Event Name: Key West Songwriters Festival
Turnkey Funding: FY 2017
I D #: 1824
C"
breach le material, to terminate this agreement for any misfeasance, malfeasence or
nonperformance of the agreement terns or negligent performance of the agreement terms by
the Event Contractor.
29• County may terminate this agreement without cause
by providing written notice to Event Contractor. through its officer, agent or representative, no
Ins than sixty (60) days prior to the event and may terminate for broach upon providing to
Event Contractor, through its officer, agent or representative, written notice at least seven M
days prior to the effective date of the termination. Notice Is deemed received by Event
Contractor when hand delivered, delivered by national courier with proof of delivery, or by U.S.
mail upon verified receipt or upon the date of refusal or non -acceptance of delivery.
30. Miscellaneous: As used herein, the term 'contrail" and 'agreement" shall be
read interchangeably.
31. Endre Agreement: The parties agree that the agreement above constitutes the
entire agreement between the County and Event Contractor.
IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year
first above written.
I leavilln, Clerk
0 1 )
6 Restursnt, Inc.
By
President
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Print Name
Date: q I � u-7
Event Name: Key West Songwriters Festival
Turnkey Funding: FY 2017
ID 0 1824
Board of County Commissioners
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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 "Key West — Close to Perfect — Far
from Normal" 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.
The Florida Keys
Key\Y/est
Close To Perfect - Far From Normal
Event Name: Key West Songwriters Festival
Turnkey Funding: FY 2017
ID #: 1824
® CERTIFICATE OF LIABILITY INSURANCE OATE(MWDDIYYYY)
-- -1 3/14/2017
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the POIicy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder In lieu of such endorsement(s).
PRODUCER I CONTACT J
Diamond Insurance Partners
2706-H North Roosevelt Blvd.
Key West FL 33040 INS
INSURED —
IN$
Bauer Restaurants Inc, INS
DBA:The Key West Songwriters rest INS
412 White St INS
rcy bleat rL 33040 INS
COVERAGES 1'FQTICIrATe •ILIh1112Cb.e-T.1 a'J�dnAeltl
IE: onathan Diamond
—.
FAX
INN ¢:t). (305) 292-606b I (AIC..No): (305)292-eua2
nIL jdi.amond@kwdiamond. CC
TRESS:
_ INSURER(S) AFFORDING COVERAGE NAIC S
IRERA_$urlington Insurance Com>aany •_
C:
E:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED UY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE I ERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
-._.
LTR TYPE OF INSURANCE ADDL SUER POLICY EKF POU " EXP
POLICY N MdER MM/DD/YYYY LIMITS
X
COMMERCIAL GENERAL LIABILITY
EACH OCCUHHtNCE
$ 1,000,000,
A
CLAIMS -MADE OCCUR
DAMAGIT8l1EATi v
-
PREMISES (ES uaaunn00)
100 00
$ , 0
R
339a1y23'/y
05/10/2017
05/15/2017
MFD EXP (Any one person)
a 5,000
PERSONAL&ADVINJURY
$ 1,000,000
GEN'L
ACCkF.0 TE LIMIT APPLIES PER:
PRO
ULNERAL AGGREG•ATF
$ 2,000,000
POLICY JECT LOC
PRODUCTS - COMPIOPAGG
$ 2,000,000
OI HIzR:
S
AUTOM013ILE
LIABILITY
COM-ffA-
$
eccltlenl)
ANY AUTO
BODILY INJURY (Per pr on)
$
ALL OWNL-u SCHEDULED
AUTOS AUTOS
BODILY INJURY (Per aocident)
$
I IIRCD AUTO + NON -OWNED
AUTOS
-PROPERTY DAMAGE
�gnt)
$
UMRRFI.I A LIAR OCCUR
H.
rAGH OCCURRENCE
$
EXCESS LIAR CI•AS-MADE IM
AGGREC�ATF
$
DED RFTFNTION S
$
WORKERS COMPENSATION
MtN IpE
I _
AND EMPLOYERS• LIABILITY Y / N
ANY PROPRIETORIPARIN�H/EXtOUTIVE
BY
;7aI I rF . ER
011•ICEWMEMBER EXC,LVnFM (
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E.L.ACIIACGIDENI' s
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DATE -
(Mandatory in NH)
E.L DISEASE - EA EMPLOYE $
Itle
a s dcacrlbo under
DFS�RIPTION OF OPERATIONS below
E.L. DISEASE - POLICY LIMIT $
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Ramarke Schedule, may be attaehad If more apace ($ reQuired)
Music Festival
Certificate Holder is Also Additional Insured
Monroe County BOCC Risk Managment
1100 Simonton St
Key Weat, FL 33040
Gc
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVI3IONS.
AUTHORIZED REPRESENTATIVE
W TUBS-2914 ACORD CORPORATION. All rights reserved.
ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD
INS026 (201.1o1)