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Item H05I BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: NOVEMBER 20, 2013 Division: TDC Bulk Item: Yes X No _ Department: Staff Contact Person/Phone #: Maxine Pacini 296 -1552 AGENDA ITEM WORDING: Approval of a Destination Agreement with Lower Keys Chamber of Commerce, Inc. covering Underwater Music Festival, 30th Annual in July 2014 in an amount not to exceed $15,000, DAC II, FY 2014 Event Resources. ITEM BACKGROUND: TDC approved same at their meeting of September 24, 2013 PREVIOUS RELEVANT BOCC ACTION: CONTRACT /AGREEMENT CHANGES: New Agreement STAFF RECOMMENDATIONS: Approval TOTAL COST: $15,000 BUDGETED: Yes X No COST TO COUNTY: $ SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes X No AMOUNT PER MONTH Year _ APPROVED BY: County Atty X OMB/Purctasing X Risk Manage t X DOCUMENTATION: Included X Not Required DISPOSITION: AGENDA ITEM # Revised 11/06 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Lower Keys Chamber of Commerce, Inc. Contract # 1267 Effective Date: 14/1 6 13 Expiration Date: 9/29/2014 Contract Purpose /Description: Approval of a Destination Agreement with Lower Keys Chamber of Commerce Inc. covering Underwater Music Festival 30th Annual in July 2014 in an amount not to exceed $15.000, DAC II FY 2014 Event Resources Contract Manager: Maxine Pacini (Name) ►� i3 for BOCC meeting on �1 3523 TDC # 3 (Ext.) (Department/Stop #) I I �s ��3 genda Deadline 44 CONTRACT COSTS Total Dollar Value of Contract: Budgeted? Yes® No ❑ Grant: $ County Match: $ $15,000 Current Year Portion: $ Account Codes : 1 ° ' 5 'J AZ4A TC 115 -753 60- 530340 -TM45- 022 -X- 530340 ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (ee. maintenance_ utilities_ inr etc CONTRACT REVIEW vivm rL)nn icevlseu t/t //V 1 lvluF ?FL Changes Date Out Division Director Dpfte In Needed Rpywwer t �/ 7 Yes❑ NoE9*' llell Risk Management -r?� Yes❑ No[. ? A/ p j O.M.B./Purchasing b 1 Yes No ❑ L�J ��'Uy�a �J� Q - 9 3 r3 County Attorney 9� Yes❑ No2 C. Limbert t Comments: vivm rL)nn icevlseu t/t //V 1 lvluF ?FL Destination Event Agreement THIS Agreement is made and entered into by and between Monroe County, Florida, a political subdivision of the state of Florida ( "County "), and Lower Keys Chamber of Commerce, Inc. ( "Event Contractor ") on this 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 $15,000 (Fifteen Thousand Dollars — TDC District II Funding Allocation) for Underwater Music Festival, 30 Annual in July, 2014 from tourist development tax funds (see Exhibit "C "). Of this amount, no more than 10% or $1,500 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 " " 2. Scope of Services The Event Contractor agrees to provide the County with an event as specified below: a). A one (1) day underwater music festival at Looe Key Reef 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 September 29, 2014 Event Contractor shall not be reimbursed nor will Event Contractor's vendors be paid directly for any invoices received by the County after September 29. 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 September 29, 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 Underwater Music Festival Destination Event: FY 2014 Contract ID #: 1267 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 Underwater Music Festival Destination Event: FY 2014 Contract ID #: 1267 2 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. 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 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 Majeure 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. Governinq 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. Underwater Music Festival Destination Event: FY 2014 Contract ID #: 1267 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 "Big Pine and Florida's Lower Keys" logo /trademark (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. L_ _aws 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 Underwater Music Festival Destination Event: FY 2014 Contract ID #: 1267 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: Susan Miller Lower Keys Chamber of Commerce PO Box 430511 Big Pine Key, FL 33043 For Grantor: Lynda Stuart Monroe County Tourist Development Council 1201 White Street, Suite 102 Key West, FL 33040 And Christine Limbert, 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 Underwater Music Festival Destination Event: FY 2014 Contract ID #: 1267 5 IN WITNESS WHEREOF, the parom l we6o have ftecuted this agroement the day and year firms &boys written. (SEAL) Add t: Amy Heavliin, Cleric Deputy Clark (CORPORATE SEAL) Attat By. Y Print Name Date: Bow d of County Commissioners of Monroe County MayodiChalrman Lower Keys Chamber of Commero@ Ina Print Name Dabs: OR TWO WffNEUES ( only n mml when Proaident does NOT sign) (1 Print Name: Dabs: Underwdw Music FG*M DestirtatiOn Event: FY 2014 Conhact 11311k 1287 (2) Print Name: Dabs: e MONROE COUNTY ATTORNEY APPROVED AS TO FORM: �. L RT ASSISTA!5ZT ATTORNEY DAN �..�. 111 ffff ���,�, 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. Pro. scrams 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 MR): 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 Marketina 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 Bud-gets: No amendments to the line item budgets will be permitted after the contract has been reviewed and approved. Underwater Music Festival Destination Event: FY 2014 Contract ID #: 1267 7 EXHIBIT B Logo /Acknowledgement Usage Guidelines For District II 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 "Big Pine and Florida's Lower Keys" 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. BiqipineK d Flondas Lower Keys MONME COUNTY TOURIST DEVELOPMENT - COUNCIL Out -of- County Logo 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. B igPineKey aril Flondas Loeser Keys Underwater Music Festival Destination Event: FY 2014 Contract ID #: 1267 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: hftp://fl THERE WILL BE NO AMENDMENTS TO THIS BUDGET (EXHIBIT C) AFTER BOCC APPROVAL OF AGREEMENT 30 Annual U nderwater Music Fes EVENT NAME MEDIA PLACEMENT & PRODUCTION COST: $6,900.00 PROMOTIONAL SIGNS: $200.00 PROMOTIONAL ITEMS: $700.00 DIRECT MAIL PROMOTIONS: $ PROGRAMS $ PUBLIC RELATIONS: $5,500.00 *GENERAL NON - ALLOCATED: $1,700.00 TOTAL $15,000.00 *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.