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FY2015 10/17/2014Destination :Event Aureement THIS Agreement is made and entered into by and between Monroe County, Florida,- a political subd7 of the State of. Florida (County), and Florida Powerboat Club, Inca (Event Contractor) on this of Oc�S - WITNESSETH: In consideration of them utual: covenants contained herein; the parties agree as follows: 1. The County agrees to pay up to .$30,00.0 (Thirty Thousand Dollars - Monroe County Tourist. Development Council. TDC District, Ill Funding Allocation) for the 14t Annual Winter Poker Run & Regatta 2015 - Marathon in January 2015, 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 .0 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 boating, automobile, and aircraft poker run event ending in 'Marathon to include three. (3) days of activities in Marathon. Activities to include a welcome party, poker run village with free public.viewing of powerboats and, exotic cars display on land and dockside, water- activities, and an awards function. 3. Event Budget: .Exhibit - C attached hereto shall be reviewed and approved by the TDC Agencies- of record. 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 April -1. 2015 unless the date of the event is amended. upon..approval of the Advisory and TDC Director..- Event Contractor shall not be reimbursed nor will Event Contractor's vendors be paid directly for any _invoices received by the County after April 1, 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 deadline -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 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. Event Name: Winter Poker Run &Regatta 2015= Marathon, 14 Destination Event: FY 2015 Contract ID #:.1426 1 MP /LS 4/14 f' 5. Expiration of Agreement This agreement expires on April 1, 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 deadline date. 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 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 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, suitor 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, except those losses or damages caused by County or its agents.. Event Name: Winter Poker Run & Regatta.2015 — Marathon, 14 Annual Destination Event: FY 2015 Contract ID #: 1426 MP /LS 4/14 2 14. Permits The Event Contractor will secure all required permits, licenses:and shall pay all appropriate business taxes: 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 CountvlTDC It is. he. 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 shalf 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 rights, title or , interest, therein, or: his: or .its power to .execute $uch.: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 . 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. 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 delay or, failure shall not constitute . a: breach_ of the - agreement.. Upon demand _of TDG 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. 4 Governing LawNianue 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 even.tthat. any cause of action or administrative, proceeding is, instituted for Event Name:.Winter.Poker Run & Regatta.2015 Marathon, 14 Annual Destination Event: FY 2015 Contract ID #: 1426 MP / LS 4/14 3 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. 23. Security Protection The Event Contractor 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 display the "The Florida Keys - Marathon" 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 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 reaII 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 Event Name: Winter Poker Run & Regatta.2015 — Marathon, 14 Annual Destination Event: FY 2015 Contract I D #: 1426 MP /LS 4/14 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: Stewart Jones Florida Powerboat Club, Inc. 671 SE 18th Ave. Pompano Beach, FL 33060 For Grantor: Maxine Pacini Monroe County Tourist Development Council. 1201 White Street, Suite 102 Key.West, _FL 33040 And Christine Li mbert- Barrows, Asst. County Attorney P.O. Box 1026 . Key West, FL 33041 -.1026 32. Miscellaneous . As used herein, the terms "contract" and "agreement shall be read interchangeably. 33.::. 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: Winter Poker Run & Regatta 2015 Marathon, 14 Annual Destination Event: FY 2015 Contract ID #: 1426 MP /LS 4/14 . 5 IN WffNESSWHEREOF, the parties hereto have mnftd this agreement the day and year *at above Board of County Commissioners Ateest on, Ckft of Monroe County Deputy Clerk" mayfffichafnan Aftnt (CORPORATE SEAL) By. Secretary Print Name Dub.. Floffda Powerboat club, Inc. By Pf"Ident Print Nerne Date: 4N U Print Nam J ,4ck ���1 Date: -'e_ a- Q oto I (2� PrintNams: IM C. Date: Event Nam. V&ftr Poker Run & Regatta 2015 — Mamftn, 10 Annual DsdnMbn Event FY 2015 Contract Ift. 1428 MONROE COUNTY ATTORNEY APP ROVED AS TO FORM: MP18414 6 rR1 LI ASSISTA Date CSVNTY ATTORNEY F a EXHIBIT A Acceptable Ev ent Marketing Expenses for 'Destination Events Only the-TDC expenses listed below maybe 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 agencyof 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. Event Name: Winter Poker Run & Regatta 2015 Marathon, 14th Annual Destination Event: - FY 2015 Contract ID #: 1426 . 7 . MP /LS 4/14 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: Ingo .must appear at -the. conclusion, of commercial Hats .And -t- shirts: must carry the "The Florida Keys - Marathon" °Out =of- County logo:- . Radio Advertisinu: 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 "Mon_ roe 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 /o.r logo in electronic format (eps or: jpd: file), contact - Ashley Miller or John Underwood with Tinsley Advertising at 305 -856- 6060. M on d Keys ara on _ - MONROE COUNTY TOURISM 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 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 Floncla Keys ara on = Event Name: Winter Poker Run & Regatta 2015 7 Marathon, 14 Annual Destination Event: FY 2015 C t t1D# 1426 on rac M P /LS - 4/14 8 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: http:// www. monroecounty- fl. gov /DocumentCenter /HomeNiew/7673 THERE WILL BE NO AMENDMENTS TO THIS BUDGET {EXHIBIT C} AFTER BOCC APPROVAL OF AGREEMENT Winter. Poker Run & Regatta 2015 — Marathon, 14 - Annual . EVENT NAME MEDIA PLACEMENT & PRODUCTION COST: *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 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. $1.9,500 PROMOTIONAL SIGNS: $1,800 PROMOTIONAL ITEMS:. DIRECT MAIL PROMOTIONS: $5,700 PROGRAMS PUBLIC RELATIONS: $1,800 *GENERAL NON - ALLOCATED:. 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 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.