FY2015 11/18/2014 Agreement •' T,
Turnkey Event Agreement
THIS Agreement is made and entered into by and between Monroe County, Florida, a political
subdivision of the StA of Florida County), and Super Boat International Productions, Inc. (Event
Contractor) on this day of 2e1e-;2014.
WITNESSETH:
In consideration of the mutual covenants contained herein the parties agree as follows:
1. Payment: A Turnkey event shall be considered an all-inclusive event where the Event
Contractor has financial responsibility for every facet of the production, promotion and management
of the event. Payment under an agreement for a Turnkey event will be made only after completion of
the event and proof that the scope of services as described below in paragraph 2 has been
completed. If a Turnkey event is delayed or canceled for any reason, no payment shall be
forthcoming, even if the Event Contractor has out-of-pocket expenses leading up to the actual event.
The Monroe County Tourist Development Council (TDC), therefore, strongly recommends that the
Event Contractor purchase insurance that covers the cancellation or delay of an event due to "force
majeure" or unforeseen circumstances (see paragraph 8).
The County agrees to pay $120,000 (One Hundred Twenty Thousand Dollars - TDC District I
Funding Allocation) effective October 17, 2014 for: Key West World Championship Race in
November 2015, from tourist development tax funds upon receipt of documentation from Event
Contractor, on or before the expiration date of agreement in paragraph 3, that they have met its
obligations under this agreement. Said documentation shall also include samples of the Event
Contractor's marketing program as outlined in their application. Documentation submitted by Event
Contractor will be reviewed and verified by the Tourist Development Council (TDC) Administrative
Office, at which time, County shall pay the sum noted above.
Monroe County's performance and obligation to pay under this contract is contingent upon an
annual appropriation by the Board of County Commissioners.
2. Scope of Services: The Event Contractor agrees to provide the County with an event
as specified in the Scope of Services below (Event):
a). A week long sanctioned World Championship Boat Race event to include three (3)
days Racing; Downtown Parade; Spectator Viewing, and Awards Party.
3. Expiration of Agreement: This agreement expires on January 29, 2016 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.
4. Modification: The event name, time & date of the event and Schedule of Activities may
be amended upon written approval of the Advisory Committee and TDC Director. Any changes to
said contract other than stated above require approval by the Advisory Committee, TDC and the
County.
Event Name: Key West World Championship Race
Turnkey Funding: FY 2015
ID#: 1473 -
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5. Non Occurrence of Event: The Event Contractor shall give written notice to the TDC if it
is found necessary to cancel an event.. The notice shall contain the reason for the cancellation.
6. Indemnification and Hold .Harmless: . The Event.Contractor covenants and: agrees to
indemnify and hold harmless and- defend Monroe County, its officers, employees and agents
including the TDC and Visit Florida. Keys from any and all claims for bodily injury (including.death),
personal injury and property damage. (including property owned by Monroe County) and any other
losses, damages and expenses (including attorney's fees) which arise out of, in connection with, or by
reason of the services provided by Event Contractor, or other activities and funding associated with
this agreement, except those losses or damages caused by County or its agents.
7. Claims and Venue: Event Contractor agrees to notify County immediately of any claims;
suits or action made against the Event Contractor that is related to the activity under this agreement,
and .will. cooperate _with County in the investigation arising as a result of any action, suit or claim
related, to this agreement. Any legal proceedings'arising out of.this agreement shall be in accordance
with the laws of.the State of Florida in the 16t Judicial Circuit for Monroe County; venue shall be in
Monroe County, Florida.
8. : Insurance Requirements: Event Contractor as a prerequisite of the Special Event
governed by this agreement shall obtain, at its own expense,, insurance as specified,in this section. If
a Turnkey event is delayed or canceled for any reason, no payment shall be forthcoming, even if
the Event Contractor has-out-of-pocket expenses leading up to the actual event. The TDC, therefore,
strongly 'recommends that the Event Contractor purchase insurance that covers the cancellation or
delay of an event due to "force majeure" or unforeseen circumstances.
Event Contractor shall furnish the .County with a certificate evidencing the insurance
required by this paragraph no later than twenty (20) days prior to the event.
Event Contractor must-have their insurance agency email the certificates of insurance directly
to Maria Slavik in.the.Monroe County Risk Management Department. Slavik-Maria@MonroeCounty_
FL.Gov — The email must state that this is a certificate for a TDC event (state name of event as
written within your contract) and should be forwarded to Kelly Scarbrough at the. TDC
administrative office. Your certificate must state that the Monroe County Board. of County
Commissioners is a"Certificate Holder" and that Monroe County, its employees'and officials
will be included as "additional insured". If you or your insurance agency needs to speak with
Maria Slavik regarding the insurance requirements, she can be contacted by telephone at
(305) 295-3178, or by email at the address stated above.
It is.the. Event Contractor's responsibility to confirm that the insurance has been received and
approved.: You can do this by contacting Kelly Scarbrough at AdminAsst( fla-keys.com or by calling
(305) 296-1552.
Event Contractor will not be permitted .to commence work associated with the Event(including
pre-staging of personnel and material) until satisfactory evidence of the required insurance has been
furnished to the County as specified below: Event Contractor shall maintain the required insurance
throughout the entire duration of the Special .Event and any extensions specified in any attached
schedules: Failure to comply with this provision may result in the immediate suspension of the Event
until the required: insurance has been reinstated or replaced: Event. Contractor shall provide,:to the
County, as satisfactory evidence of the required insurance, either:
Event.Name: Key West World Championship Race
Turnkey Funding: FY 2015
ID#: 1473
2 .
Original certificate of Insurance
or
Certified copy of the actual insurance policy
A certified copy of any or all insurance policies required by this contract shall be filed with the
Clerk of the County prior to the Event.
All insurance policies must specify that they are not subject to cancellation, non-renewal,
material change or reduction in coverage unless a minimum of thirty (30) days prior notification is
given to the County by the insurer.
Acceptance and/or approval of Event Contractor's insurance shall not be construed as
relieving Event Contractor from any liability or obligation assumed under this contract or imposed by
law.
Any deviations from these General Insurance Requirements must be requested in writing on
the County form titled "Request for Waiver of Insurance Requirements" and must be approved by
Monroe County Risk Management.
Prior to commencement of work governed by this contract, Event Contractor shall obtain
General Liability Insurance. Coverage shall be maintained throughout the life of the contract and
include, as a minimum:
Premises Operations
Products and Completed Operations
Blanket Contractual Liability
Personal Injury Liability
Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$1,000,000.00 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000.00 per Person
$1,000,000.00 per Occurrence
$ 100,000.00 Property Damage
An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its
provisions should include coverage for claims filed on or after the effective date of this contract. In
addition, the period for which claims may be reported should extend for a minimum of twelve (12)
months following the acceptance of work by the County. Recognizing that the work governed by this
contract involves the sales and/or distribution of alcoholic beverages, the Contractor's General
Liability Insurance policy shall include Liquor Liability with limits equal to those of the basic coverage.
A separate Liquor Liability policy is acceptable if the coverage is not more restrictive than the
contractor's General Liability policy.
Event Name: Key West World Championship Race
Turnkey Funding: FY 2015
ID#: 1473
3
Prior to the commencement of work governed by this contract, Event Sponsor shall obtain
Water Craft Liability Insurance with terms no less restrictive than those found in the standard
"American Institute Hull Clauses" (June 2, 1977 edition). Coverage shall be maintained throughout
the life of the contract and include, as a minimum:
Injury (including death) to any person
Damage to Fixed or Movable Objects
Costs Associated with the Removal of Wrecked Vessels
Contractual Liability with Respect to this Contract
If the policy obtained states that coverage applies for the "Acts or Omissions of a Vessel", it shall be
endorsed to provide coverage for the legal liability of the ship owner.
The minimum limits acceptable shall be:
$1 Million Combined Single Limit (CSL)
Coverage provided by a Protection and Indemnity Club (P&I) shall be subject to the approval of the
County.
A Workers' Compensation insurance is required by Florida Statutes.
9. Permits: The Event Contractor will secure all required permits, licenses and shall pay
all appropriate business taxes.
10. Laws and Regulations: Any and all services, materials and equipment shall comply fully
with all Local, State and Federal laws and regulations.
11. Taxes: The County and TDC are exempt from Federal Excise and State of Florida Sales
Tax, but this in no way exempts the Event Contractor from applicable Federal and State taxes.
12. Finance Charges: The County and TDC will not be responsible for any finance charges.
13. Relation of CountvlTDC: 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 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.
14. 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.
15. Assignment: The Event Contractor shall not assign, transfer, convey, sublet or
otherwise dispose of this agreement, or of any or all of its right, title or interest therein, or his or its
power to execute such agreement to any person, company or corporation without prior consent of the
TDC and County.
Event Name: Key West World Championship Race
Turnkey Funding: FY 2015
ID#: 1473
4
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16. 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.
17. Security Protection: The Event Contractor agrees to provide adequate security for the
event.
18. Ethics Clause: The Event Contractor warrants that it has not employed, retained or
otherwise had act on its behalf, any former County officer or employee in violation of Section 2 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.
19. 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.
20. Logo: Marketing promotions that display our logo must use the "Key West — Close to
Perfect — Far from Normal" logo/trademark (as per attached logo sample — Exhibit A). Electronic
format (eps or jpg file) of the appropriate logo may be obtained by contacting Ashley Miller or John
Underwood with Tinsley Advertising at 305-856-6060.
21. 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.
22. 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.
23. 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.
24. 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
Event Name: Key West World Championship Race
Turnkey Funding: FY 2015
ID#: 1473
5
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.
25. 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.
26. Notice: Any notice required or permitted under this agreement shall be in writing and
hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt
requested to the following:
For Grantee: John Carbonell
Super Boat International Productions, Inc.
1323 20th Terrace
Key West, FL 33040
For Grantor: Maxine Pacini
Monroe County Tourist Development Council
1201 White Street, Suite 102
Key West, FL 33040
And
Christine Limbert-Barrows, Asst. County Attorney
P.O. Box 1026
Key West, FL 33041-1026
27. 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.
28. 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 courier with proof of delivery, or by U.S. mail upon verified receipt or upon the date of refusal
or non-acceptance of delivery.
29. Miscellaneous: As used herein, the terms "contract" and "agreement" shall be read
interchangeably.
30. Entire Agreement: The parties agree that the agreement above constitutes the entire
agreement between the County and Event Contractor.
Event Name: Key West World Championship Race
Turnkey Funding: FY 2015
ID#: 1473
6
.
IN WITNESS WHEREOF, the panes hereto have executed this agreement the day and YOU first
above written.
Bound d County Corrhrrhieelonem
a Clerk of Monroe County
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MONROE COUNTY ATTORNEY
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Event Nine:Key Wait World Championship Rice
Turnkey Funding: FY 2016
IDa 1473
4,
EXHIBIT A
Color ads four (4) color processing printing
Black &white ads shall include the appropriate generic or district logo in high resolution
TV: logo must appear at the conclusion of commercial
Radio Advertising: No logo is required. All radio announcements must say "Brought to you by the
Monroe County Tourist Development Council."
Marketing promotions that display our logo must use the "Key West — Close to Perfect — Far from
Normal" logo/trademark. Electronic format (eps or jpg file) of the appropriate logo may be obtained
by contacting Ashley Miller or John Underwood with Tinsley Advertising at 305-856-6060.
The Morid Keys
ey est
Close To Perfect - Far From Normal
Event Name: Key.West World Championship Race
Turnkey Funding: FY 2015
ID#: 1473
8