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FY2015 11/18/2014 AgreementDestination Event Agreement . THIS Agreement is .made and entered into by and between Monroe County;. Florida,.a political - subdivi on of th fate f Florida (County),, and Jolly: Roger Publishing, LLC (Event. Contractor) on this � day of . 9= 2014. WITNESSETH: In consideration of the mutual covenants contained herein, the parties agree as:follows: 1.. The County - agrees to pay up to $20,00,0 (Twenty Thousand Dollars Monroe County Tourist Development Council TDC District IV Funding Allocation = $10,000 and TDC District V,Funding -Allocation $10,000).effective October 17 for Upper. Keys Reef Crawl in.August- 2015, from tourist development tax funds (see Exhibit C). Of this amount, no more than 10% or 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 utilized for. unforeseen permissible expenditures and for. those budget lines that may require additional funds. No amendments shall be made to. Exhibit Crafter approval of contract. .A list of Acceptable Event. Market! n 9 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 four (4) day event to include Reef Crawl Snorkeling,: Kayaking, Paddle Boarding, and Diving Activities; Museum, Visits' Educational Seminars; Meet & .Greet; Twilight Dive; Breakfast; Lunch. and Dinner Receptions; Sunset Dinner Cruise; Parting Message .Lunch. 3. Event Budget: Exhibit C .attached hereto shall. be. reviewed and approved. by the TDC Agencies of 4: Invoicing Event Contractor . agrees to submit all invoices and support documentation as required byAhe County's Finance Department rules and policies no later than October 30, 2015 unless the date of the event is amended upon approval of the Advisory Committee and TDC Director.: Event Contractor shall n ot be reimbursed nor will Event .Contractor's Vendors be paid directly for any invoices received by the' ,County. after- October 30, 2015 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 'dead line'- 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:: For clarification on reimbursements,: please: refer to the reimbursement packet provided to you upon execution of your funding. agreement. 5.. Expiration of Agreement This agreement expires on October. 30 - 2015 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 this reimbursement deadline date. Event Name: Upper Keys Reef Crawl Destination Event:. FY 2015 Contract I D #:.1 1 6. Duties of -Event Contractor Event. Contractor shall provide, promotion and related services as described in paragraph .2 - Scope of Services, and outlined in .Exhibit: C .(Event Budget). All advertising. and public relations. 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 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'. 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 TDC 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 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 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 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, excerpt 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. Event .Name: Upper Keys Reef Crawl.. . - Destination Event; FY 2015 Contract. I D #: 1453 2 15. Taxes The County and TDC. are exempt from Federal. Excise and State of Florida. Sales Tax: 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: 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 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 1.12 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 rights, 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 alf Local, State and Federal laws, regulations and ordinances I 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. 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 duo to the occurrence -of any contingency - beyond its control o 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. 1n.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 -.. Event Name: Upper Keys Reef Crawl, Destination Event:. FY 2015 Contract ID #: 1453 3 . 23. Security Protection The-Event Contra_ ctor agrees to provide adequate security for the event. No TDC funds will be used for this purpose. 24. 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. 25. Logo Logo Usage guidelines are attached to this contract as Exhibit B. All promotional literature and display advertising must the "Florida Keys_& Key West Come As You . Are" logo /trademark (as per attached logo sample). This logo /trademark was adopted by the TDC and County in April, 2010. - - 26.: 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. 27. 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. 28. 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. 29. 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. 30. Laws and Regulations Any and all services, materials and equipment shall comply fully with all Local, State and Federal laws and regulations. 31. 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 when hand delivered, delivered by national Event Name: Upper Keys Reef Crawl. Destination Event: FY 2015 Contract I D #: 1453 4 courier with proof of delivery, or by U.S. mail upon verified receipt or upon the date of refusal or non- acceptance of delivery. 32. 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: James Sinkway Jolly Roger Publishing, LLC 1711 Hwy 17 South Surfside Beach, SC 29575 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 33.. Miscellaneous As used herein, the terms "contract' and "agreement" shall be read interchangeably. 34. 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 Event Name: Upper Keys Reef Crawl Destination Event: FY 2015 Contract ID#: 1453 IN WITNESS WHEREOF, the PartiGs t9rlb have examded this ®gr®ement Me day and year first above Written. ;dT 17 i� s Q ( (2 Print Nam: /12 ���� 5`�� Pint Narn®: Data: !6 P2inT "ME W� �Ir aw, V►t �S�ax b*-n-- ; - I 0- 6 -2-oj Event Nam: Upper Kep Reef Crew DwdnBMOn Event FY 2015 Contract IDW. 1453 MONROE COl1i ATTORNVY APPROV >:: U A;; TO FORM :. R IPA.t3C -6AI WS ASSISTAbLI ATTOANEY Date 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 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 WRI: 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 Budgets: No amendments to the line item budgets will be permitted after the contract has been reviewed and approved. Event Name: Upper Keys Reef Crawl Destination Event:. FY 2015 Contract I D #: 1453 .7 EXHIBIT B Logo /Acknowledgement Usaae Guidelines For MultiDle District 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 "Florida Keys & Key West Come As You Are" - Out -of- County logo Radio Advertisinci: 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 Ashley Miller or John Underwood with Tinsley Advertising at 305 -856- 6060. T11. _ ' MVI`IIWL'VVUIYI i IVUIVJI UGYLWYMLI`11 VVUryI.IL ' Out -of- County Lo90 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 Ashley Miller or John Underwood at Tinsley Advertising at 305 -856 -6060. The o eys &Key\'est. come as you dre Event Name: Upper Keys Reef Crawl Destination Event: FY 2015 Contract ID #: 1453 0 EXHIBIT C DESTINATION EVENT BUDGET - FISCAL YEAR 2015 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://www.monroecoUnty-fl.gov/DocumentCenter/HomeNiew/7673 THERE WILL BE NO AMENDMENTS TO-THIS BUDGET (EXHIBIT C) AFTER BOCC APPROVAL OF AGREEMENT Upper Keys. Reef Crawl EVENT NAME MEDIA PLACEMENT &PRODUCTION COST:. $1.2,.000 PROMOTIONAL SIGNS: $900 PROMOTIONAL: ITEMS: DIRECT MAIL PROMOTIONS: $1,500. PROGRAMS PUBLIC RELATIONS: . *GENERAL NON- ALLOCATED:. .. $2,500 TOTAL $20,000 * The General Allocated line item should not exceed 1.5 % 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 1.0% 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.