Loading...
Item D2BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: JANUARY 19, 2014 Division: TDC Bulk Item: Yes X No _ Department: Staff Contact Person/Phone #: Maxine Pacini 296 -1552 AGENDA ITEM WORDING: Approval of an assignment of a Destination Event Funding Agreement for the Heroes Welcome Weekend from BH /NV Hawk's Cay Property Holdings, LLC, d.b.a Hawk's Cay Resort to Keys Hotel Operator, Inc. d.b.a Hawk's Cay Resort. ITEM BACKGROUND: Hawk's Cay was recently sold to Keys Hotel Operator, Inc., and they have requested an assignment of the agreement to allow the event to continue as planned by the original owners of the property. Letter of request is attached. District III Advisory approved same at their meeting of November 20, 2013 TDC approved same at their meeting of December 17, 2013 PREVIOUS RELEVANT BOCC ACTION: BOCC approved original agreement at their meeting of October 16, 2013 CONTRACT /AGREEMENT CHANGES: Assignment of Agreement STAFF RECOMMENDATIONS: Approval TOTAL COST: $30,000 BUDGETED: Yes X No COST TO COUNTY: $ SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes X No �A PER MONTH Year _ APPROVED BY: County Atty X OMB /Purc X Risk Manage� DOCUMENTATION: Included X Not Required DISPOSITION: AGENDA ITEM # Revised 11/06 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Keys Hotel Operator, Contract # Inc. d.b.a. Hawk's Cay Effective Date: Resort 1259 10/16/13 Expiration Date: 10/30/2014 Contract Purpose/Description: Approval of an assignment of a Destination Event Funding Agreement for the Heroes Welcome Weekend from BH /NV Hawk's Cay Property Holdings LLC d.b.a Hawk's Cav Resort to Keys Hotel Operator Inc. d.b.a Hawk's Cay Resort Contract Manager: Maxine Pacini (Name) for BOCC meetina on 1/16/14 3523 TDC # 3 (Ext.) (Department/Stop #) Benda Deadline 12 1 CONTRACT COSTS Total Dollar Value of Contract: $30,000 Current Year Portion: $ Budgeted? Yes® No ❑ Account Codes : 115- 75360 - 530340 -TM45- 784 -X- 530340 Grant: $ County Match: $ ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, CONTRACT REVIEW County Attorney fU 3j I'� Yes❑ No C. Limbert I Comments: etc.) Date Out lln 1 - 3 OMB Form Revised 2/27/01 MCP 92 Changes D to n Division Director j Needed evi Yes❑ No[f Risk Management � Yes❑ NoP t - O.M.B./Purchasing JI I Yes[:] NoRf 0 County Attorney fU 3j I'� Yes❑ No C. Limbert I Comments: etc.) Date Out lln 1 - 3 OMB Form Revised 2/27/01 MCP 92 HAWKS CAY' ISLAND RESORT • SPA • MARINA MEMORANDUM Date: October 22, 2013 To: Maxine Pacini, Monroe County Tourist Development Council From: Sheldon Suga, Managing Director I am writing to inform you that BH /NV Hawk's Cay Property Holdings, LLC, dba Hawk's Cay Resort is assigning the agreement for the Heroes Welcome Weekend to Keys Hotel Operator, Inc., dba Hawks Cay Resort. Jennifer Dinan will no longer be the main contact for the contract moving forward. Please send future communications to the people named below. Sheldon Suga, Managing Director S_heldon.SueaCu@hawkscay.com Matt Lawrence, Senior Marketing Manager Matt.Lawrence @hawkscay.com �W' +w 61 Hawks Cay Boulevard, Duck Key, FL 33050 ■ T.305.743.7000 ■ F.305.743.5215 • hawkscay.com 17 ��irnf ASSIGNMENT AND ASSUMPTION OF DESTINATION EVENT FUNDING AGREEMENT AND CONSENT TO ASSIGNMENT BY MONROE COUNTY BOARD OF COUNTY COMMISSIONERS THIS ASSIGNMENT AND ASSUMPTION AGEEMENT AND CONSENT TO ASSIGNMENT ( "Agreement ") is made to be effective this day of January, 2014, by and between BH /NV Hawk's Cay Property Holdings, LLC, d.b.a Hawk's Cay Resort, on the one hand ( "Event Contractor "), and Keys Hotel Operator, Inc., d.b.a Hawks Cay Resort, on the other hand ( "Assignee "). WHEREAS, an agreement was entered into on October 16, 2013, attached hereto, between County and BH /NV Hawk's Cay Property Holdings, LLC, d.b.a Hawk's Cay Resort (Event Contractor) to use Tourist Development funding for the promotion of the Heroes Welcome Weekend in August 2014 (the "Event "); and WHEREAS, the Event Sponsor /Assignor was not able to continue to sponsor the Event due to the sale of Hawk's Cay Resort; and WHEREAS, the Assignee is the purchaser of Hawk's Cay Resort and is qualified and did agree to sponsor and produce the Event; and NOW THEREFORE, the above parties agree as follows: 1. Event Sponsor /Assignor hereby assigns, transfers and sets over to Assignee all of its rights, title and interest in, to and under the Heroes Welcome Weekend contract, subject to the terms, covenants, agreements, representations and covenants set forth therein. 2. Assignee shall and does assume all obligations and responsibilities of Event Contractor /Assignor under the Destination Event Contract. 3. County approves and consents to the assignment of the Destination Event Contract from Assignor to Assignee, the new Event Sponsor. 4. Paragraph 1 of the contract shall read: 5. The County agrees to pay up to $30,000 (Thirty Thousand Dollars — TDC District III Funding Allocation) for Heroes Welcome Weekend in August, 2014 from tourist development tax funds (see Exhibit "C" of original agreement). Of this amount, no more than 10% or $3,000 of the total allocated funds 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" in original agreement. 6. All other provisions of the Destination Event Contract dated October 16, 2013, not inconsistent herewith, remain in full force and effect. Assignment of Agreement for FY 2014 Heroes Welcome Weekend ID #: 1259 IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first above written. BHINV Hawk's Cay Property Holdings, LLC, d.b.a Hawk's Cay Resort, , ' �.. ,S lgnor) .President Print Name �''"_`Ce cf, OR TWO WITNESSES ( (1) Print Name (2) (2) Print Name Keys Hotel Operator, Ino., d.b.a Hawks Cay Resort Print Name�,�, OR TWO WITNESSES ( (1) Print Name (2) ( Print Name Consent of Monroe County Board of County Commissloners to Assignment and Ammmption The undersigned hereby consents to the foregoing Assignment and Assumption of Destination Event Contract, by and between Assignor and Assignee. Effective as of the _ day of January, 2014 (SEAL) ATTEST: AMY HEAVILIN BOARD OF COUNTY COMMISSIONERS CLERK OF MONROE COUNTY, FLORIDA Deputy Clerk Mayor/Chalrpermon Assignment of Apemncnt for FY 2014 Heroes Welcome Weeread ID O: 1M 2 MONROE COUNTY ATTORNEY .. APPROVED AS TO FORM: CHRISTINE M. LIMBERT- BARROWS ASSISTANT CO NTY ATTORNEY Data Illi ltg �...... Destination Event Aareement THIS Agreement is made and entered into by and between Monroe County, Florida, a political subdivision of the state of Florida (" un "), and BH /NV Hawk's Cay Property Holdings, LLC ( "Event Contractor") on this JL_ day of , 2013. WITNESSETH: In consideration of the mutual covenants contained herein, the parties agree as follows: 1. The County agrees to pay up to $30,000 (Thirty Thousand Dollars — TDC District III Funding Allocation) for Heroes Welcome Weekend in August, 2014 from tourist development tax funds (see Exhibit "C "). Of this amount, no more than 10% or $3,000 of the total allocated funds 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 Contractor agrees to provide the County with an event as specified below: a). A three (3) day Heroes Welcome Tribute to include a boardwalk fair — games, contests, vendors; 5K run /walk with post -race party; live entertainment; live concert; BBQ; Fireworks 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. Invoicing Event Contractor agrees to submit all invoices and support documentation as required by the County's Finance Department rules and policies no later than October 30.2014 Event Contractor shall not be reimbursed nor will Event Contractor's vendors be paid directly for any invoices received by the County after October 30, 2014 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 expiration date. To be eligible for reimbursement, the request for reimbursement and supporting documents (checks, invoices, credit card statements, bank statements, etc.) must show that the items were paid for directly by the same entity named on the contract with the County. 5. Expiration of Agreement This agreement expires on October 30. 2014 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 expiration date. 6. Duties of Event Contractor Event Contractor shall provide promotion and related services as described in the Schedule of Events, Exhibit "C ", attached hereto. All advertising and public relations Heroes Welcome Weekend Destination Event: FY 2014 Contract ID#: 1259 services or supervision of advertising and public relations will be provided through the contracted agencies of the TDC and County. 7. _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. 8. Modification Any changes to this contract may be made only by written mutual agreement, recommended by the TDC and approved by the County. 9. Reimbursement to County Event Contractor shall reimburse County for any amount of funds expended by County in connection with an event which does not occur as a result of any act or omission by Event Contractor. 10. 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. 11. Non Occurrence of Event The Event Contractor 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 reason for the cancellation. If the event does not take place for any reason under control of Event Contractor except for those reasons in paragraph 21, then Event Contractor agrees to refund to the County any amounts already paid to them under this agreement, and relieve the County from any further payments. 12. 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. 13. 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 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 by Event Contractor, or other activities and funding associated with this agreement, except those losses or damages caused by County or its agents. 14. Permits The Event Contractor will secure all required permits, licenses and shall pay all appropriate business taxes. Tax. 15. Taxes The County and TDC are exempt from Federal Excise and State of Florida Sales Heroes Welcome Weekend Destination Event: FY 2014 Contract ID#: 1259 E 16. Finance Charges The County and TDC shall not be responsible for any finance charges. 17. Relation of County/TDC It is the intent of the parties hereto that the Event Contractor shall be legally considered as an independent Event Contractor 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 Contractor, its employees or agents, resulting in either bodily or personal injury or property damage to any individual, firm, or corporation. 18. 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. 19. Assiqnment 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 County. 20. Compliance with Laws - Nondiscrimination The Event Contractor, 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. 21. Force Maieure The Event Contractor 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 Contractor 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 Contractor 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. 22. 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. Heroes Welcome Weekend Destination Event: FY 2014 Contract ID #: 1259 3 23. Security Protection The Event Contractor agrees to provide adequate security for the event. No TDC funds will be used for this purpose. 24. 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. 25. 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. 26. Logo Logo Usage guidelines are attached to this contract as Exhibit "B ". All promotional literature and display advertising must display the "The Florida Keys - Marathon" logottrademark (as per attached logo sample). This logo/trademark was adopted by the TDC and County in April, 2010. 27. 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. 28. 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. 29. 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. 30. 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. 31. Laws and Regulations Any and all services, materials and equipment shall comply fully with all Local, State and Federal laws and regulations. 32. 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 Heroes Welcome Weekend Destination Event: FY 2014 Contract ID #: 1259 4 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 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. 33. Notice Any notice required or permitted under this agreement shall be in writing and hand delivered, emailed or mailed, postage prepaid, to the other party by certified mail, returned receipt requested to the following: For Grantee: Jennifer Dinan 61 Hawks Cay Blvd Duck Key, FL 33051 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 34. Miscellaneous As used herein, the terms "contract' and "agreement' shall be read interchangeably. 35. Entire Agreement The parties agree that the agreement above constitutes the entire agreement between the County and Event Contractor. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Heroes Welcome Weekend Destination Event: FY 2014 Contract ID#: 1259 �9;w pow WHEREOF, I* Wft haft hm ammW ft qYmmwt the doy mW Yaw fed above Cbrk Bowd Of �C OIrMnbai0ne1f1 of Mon= (CORPORATE SEAL) Aft* BY. Somdwy Print NW74 00* BHfHV HmW* C&V Property HddkiM LLC I-D cm C-) c� Print Name co DdL- CD o mfr r� OR MO WMESSM ( nm*MIY Wftm Rftftt dm NOT sips) (1) (2) Print Name- Print Nmw- oaft: odw MONRW COUNTY ATTORNEY AP V X18 HwmVlabo"VVad VfNTHIA L. MALL DGBWN&n Event FY 2014 ASSISTAIqCOUNTY ATTORNEY COnWd IDW. 1250 EXHIBIT A Acceptable Event Marketing Expenses for Destination Events Only the TDC expenses listed below may be included in the proposed budget. A general non - allocated line item is not to exceed 15% of the total budget and can only be utilized for acceptable TDC marketing items listed in this section. There cannot be more than a 10% deviation from the approved line item budget. The following are the only acceptable expenses: Media Placement & Production Costs Newspapers and magazines (inserts will also be considered); radio; and TV. The TDC will pay for the following digital advertising on websites, website links, pre roll video, banners, mobile and email blasts. Digital advertising links may go to the event website. The TDC Logo must be placed on all print, TV, websites, pre roll video, banners and email blasts. Radio advertising does not require the logo but all radio announcements must say "Brought to you by the Monroe County Tourist Development Council ". No more than 10% of the total allocated funds shall be expended on advertising media costs attributable to in- County placement. Promotional Signs Posters and banners (hanging and displayed outdoors). Promotional Items T -shirts and hats *. *Sales /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. Direct Mail Promotions Brochures, postcards and pamphlets including postage /shipping. This is a direct mail promotional brochure /postcard /pamphlet utilized for pre -event advertising. Programs TDC will pay up to fifty percent (50 %) of the cost of production and printing of an event program showing scheduled activities and information on the event, as outlined in contract budget. Public Relations (PR): Print and electronic public relations materials for distribution to media, such as, but not limited to, press releases, public service announcements, photography and videography as approved by the public relations agency of record. Only permissible PR material produced by the TDC agency of record and /or a professional public relations agency shall be acceptable. In -House Production: In -house production of any permissible expenditure will not be considered for reimbursement. Event Marketing Reimbursement: TDC will only consider reimbursement of permissible marketing expenditures that highlight the special event versus the regular programming of a business, organization or the facility. Amendments to Contract Budaets: No amendments to the line item budgets will be permitted after the contract has been reviewed and approved. Heroes Welcome Weekend Destination Event: FY 2014 Contract ID #: 1259 7 EXHIBIT B Logo /Acknowledgement Usage Guidelines For District III Destination Events Color ads four (4) color processing printing Black & white ads shall include the Florida Keys and Key West logo in high resolution Use on all printed material as listed under the Acceptable Event Marketing Expenses list TV: logo must appear at the conclusion of commercial Hats and t- shirts: must carry the "The Florida Keys - Marathon" 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 logo below indicating the "Monroe County Tourist Development Council' designation is to be utilized on in- County print newspaper and magazine ads, brochures, postcards, pamphlets, programs, posters, banners (hanging and displayed outdoors), and digital advertising on websites, website links, pre roll video, banners, mobile and email blasts. 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 Jessica Taylor -Smith or John Underwood with Tinsley Advertising at 305- 856 -6060. The Floridd Keys M dIa on MONROE COUNTY T690 WM.OPMENT000NCIL Out -of- County Loao The logo below that does NOT include the "Monroe County Tourist Development Council' designation is to be utilized in out -of- County newspapers and magazines, brochures, postcards, pamphlets, programs, posters, and digital advertising on websites, website links, pre roll video, banners, mobile and email blasts. 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 Jessica Taylor -Smith or John Underwood at Tinsley Advertising at 305 - 856 -6060. M Th ndd Keys n Her oes Welcome Weekend Destination Event: FY 2014 Contract ID#: 1259 0 0 EXHIBIT C DESTINATION EVENT BUDGET - FISCAL YEAR 2014 Applicant is advised prior to completing this budget to refer to Exhibit A of the Sample Contract showing the Allowable Marketing Expenses. This can be found online at: hftr):/M-monroecounty.civicplus.com/`lndex.aspx?nid=328 THERE WILL BE NO AMENDMENTS TO THIS BUDGET (EXHIBIT C) AFTER BOCC APPROVAL OF AGREEMENT Heroes Welcome Weekend EVENT NAME MEDIA PLACEMENT & PRODUCTION COST: $26,500 PROMOTIONAL SIGNS: $500 PROMOTIONAL ITEMS: $500 DIRECT MAIL PROMOTIONS: $ PROGRAMS $ PUBLIC RELATIONS: $ *GENERAL NON - ALLOCATED: $2,500 TOTAL $30,000 *The General Non - Allocated line item should not exceed 15% of the total funding allocation, and may only be utilized for acceptable event marketing expenses (see Exhibit A of application). Actual expenditures may deviate no more than 10% from the budgeted line items noted above. TDC will only consider reimbursement of permissible marketing expenditures that highlight the special event versus the regular programming of a business, organization or the facility. The County shall pay no more than 10% of the total allocated funds on advertising media costs attributable to in- county placement.