Item G5 BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: NOVEMBER 18, 2014 Division: TDC
Bulk Item: Yes X No Department:
Staff Contact Person/Phone#:- Kelly Scarbrough
296-1552
AGENDA ITEM WORDING:
Approval of a Turnkey Event Agreement with Bauer Restaurant, Inc. covering Key West
Songwriters Festival in May 2015 in an amount not to exceed $120,000, DAC 1, FY 2015
Event Resources.
ITEM BACKGROUND:
TDC approved same at their meeting of September 9, 2014
PREVIOUS RELEVANT BOCC ACTION:
CONTRACT/AGREEMENT CHANGES:
New Agreement
STAFF RECOMMENDATIONS:
Approval
TOTAL COST: $120,000 BUDGETED: Yes X No
COST TO COUNTY: $ SOURCE OF FUNDS: TDC
REVENUE PRODUCING: Yes X No AMOUNT PER MONTH Y
r
,' �, -
APPROVED BY: County Atty X Og/Purcffa-s/ing X Risk Management X
DOCUMENTATION: Included X Not Required
DISPOSITION: AGENDA ITEM#
Revised 11/06
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Bauer Restaurant,Inc. Contract# TDC ID#1465
Effective Date: 10/15/14
Expiration Date: 7/29/15
Contract Purpose/Description:
Approval of a Turnkey Event Agreement with Bauer Restaurant, Inc. covering
Key West Songwriters Festival in May 2015 in an amount not to exceed
$120,000, DAC 1, FY 2015 Event Resources,
Contract Manager: -Kelly Scarbrough 3523 TDC # 3
(Name) (Ext.) (Department/Stop#)
for BOCC meeting on 11/18/14 Agenda Deadline 11/4/14
CONTRACT COSTS
Total Dollar Value of Contract: $120,000 Current Year Portion: $
Budgeted? YesN No F-1 Account Codes —: I 15-75360-530340-TM55-485-X-530340
11 7-77030-530340-TS57-485-X-530340
Grant: $
County Match: $
ADDITIONAL COSTS
Estimated Ongoing Costs: $ 2yr For:
(Not included in dollar value above) (eg.maintenance, utilities,janitorial,salaries,etc.—)
CONTRACT REVIEW
Changes Date Out
D to In Needed Reviewer
Division Director ZIR YesF1 Nola,-' Ile- I
7 1
Risk Management '5
YesE] NOE� 4A
O.M.B./Purchasing i Yes F Nol�'
County Attorney 64) Yes[:]NOE/ C. Limbert-Barrows
Comments:
OMB Form Revised 2/27/01 MCP#2
Turnkey 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 Bauer Restaurant, Inc. (Event
Contractor) on this day of 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 15, 2014 for: Key West Songwriters Festival
in May 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). Kick-off VIP Party and Concert
b). Six (6) paid concerts at various locations in Key West
c). Twenty-eight (28) free shows at various locations in Key West
d). Closing show
3. Expiration of Agreement: This agreement expires on July 29, 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
Event Name: Key West Songwriters Festival
Turnkey Funding: FY 2015
ID#: 1465
MPILS 4114
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.
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 16th Judicial
Circuit for Monroe County; venue shall be in Monroe County, Florida.
8. Insurance Requirements: Event Contractor as a pre-requisite 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(cD.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
Event Name: Key West Songwriters Festival
Turnkey Funding: FY 2015
ID#: 1465
MPILS 4114
2
you or your insurance agency needs to speak with Maria Slavik regarding the insurance
requirements, she can be contacted by telephone at (306) 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 AdminAssto-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:
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
Event Name: Key West Songwriters Festival
Turnkey Funding: FY 2015
ID#: 1465
MPILS 4114
3
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.
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-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 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
Event Name: Key West Songwriters Festival
Turnkey Funding: FY 2015
ID#: 1465
MPILS 4114
4
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.
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. Low: 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, 'Severabilitv: 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 Contractors
governing board.
Event Name: Key West Songwriters Festival
Turnkey Funding: FY 2015
ID#: 1465
MPILS 4114
5
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 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. Accountinq 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: Charlie Bauer
Bauer Restaurant, Inc.
1723 Jamaica Drive
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
Event Name- Key West Songwriters Festival
Turnkey Funding: FY2015
ID#: 1465
MPILS 4114
6
wmnnnl OF fm aWsar3wew�t twifm or neEipent perhwrtw co of the opn nwg W=by
the Ewmt Co*actor.
2' --of hnm= Coft mr>W k w M #6 loll na w1hout oo m
by p 10 Evwd Cdnbm w, VvOuph w olll . egM or ropi e-m to
may ta''Ibmb tier brooch upon prowrirdrrE to
• throuptt tit ollkm, 4W t or 'mP m I -kdw nRIO- at Most sWAm (7y days
P b ► dolt of I*ow..* plemme to deemed riecelwewd by Evart Co x
when hwand depMewj 'I MR oourlrMr wllt3 proof a ro dMMe,ry. or by U.&and upon
verMsd MOO or upon tiro wdoft of rdumW or r+a>l�rme of dolwary.
20.road Ir h l>� As uewrd twre�n, the Mnno borrtrwea' and "MprwrMr etarMl be
30. EdIft Tho POO= "M that tho mWom wit abowr oowrguMs#0
werrt�aptoatMerrt betwuren tho cm*ow Event Conumor;
IN VYIMM WHEREOF, ttr p-fu 1L olo hm amouw thlt aWeomw- doh and ym
that don wrlfMr3.
tMrrni�in,Clerks CannMwWorrsro
of mbr
miceCMrk M�ulchwtlnn.n
AM wm�lEaera
Buy
PrIM
adM: r 4�--
Ev"ftv* XWftd 8or s Fw
IDft 140 MONROE COUNTY ATTORNEY
1 PR ED AS TO FORM:
AP i 4OV4
CHR NE M. LIMI3ERT .l2_
'a— - �"S TY ATTORN'Y
`ai 19
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" logottrademark. 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 Florida Keys
Close To Perfect - Far From Normal
Event Name: Key West Songwriters Festival
Turnkey Funding: FY 2015
ID#: 1465
MPALS 4114
8