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Item D7 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: JUL Y 20. 2005 Division: TDC Bulk Item: Yes ..x...... No - Department: Staff Contact Person: Maxine Pacini AGENDA ITEM WORDING: Approval to rescind Agreement with the lslamorada Chamber of Commerce for the Columbus Day 10K Getaway on October 8, 2005 due to cancellation of event. ITEM BACKGROUND: PREVIOUS RELEVANT BOCC ACTION: BOCC approved original Agreement at their meeting of December 15, 2004 CONTRACT/AGREEMENT CHANGES: Rescind STAFF RECOMMENDATIONS: Approval TOTAL COST: $5.000 BUDGETED: Yes -L No - COST TO COUNTY: $5.000 SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes ~ No AMOUNT PER MONTH Year OMB/Purc1 ' - - APPROVED BY: County Atty --X- agement ~ t!I2 ,\ . r ! - / ') DIVISION DIRECTOR APPROVAl.: ~t ~ j (Harold \Vl1eeler) DOCUMENT A TION: Included X Not Required~ v DISPOSITION: AGENDA ITEM # D. 7 Revised 2/05 Fl=lX NO. ; JI.4n. 20 2005 01; 31~ Pl FROM ; . ".r-" .,' ...~. 1'4- .( .. " . " . . '"~'" ...-' fA .. .. CHAMBER OF COMMERCJS:\ At VISrroR O:EN"rEQ "Spoil F1f;fling ClIpi(a/ lune20.200S . ufthe WbddI" M.axme PacirU Monroe County Tourist ~ Counml 83224 OVersea Hwy. 1201 White Stroot P.O. Bole 815 Suite 102 Jllamotada, R. 33036 .Key West, PL 33040 (305) fi84..4503 . Dear l\&xine: (305) ~ ru (8llO) FAD-KEYS ~ you for takins time to speak with me. by phone today. I inb.~.GCm' www~.oom apologize for the abort ~e on canccIin,g our grant proposal. application. but as I mentioned I was out of the office all of'last week . due to a death in my famiJy. . The IsI.1.nwrada ChmDber of"Commerce Boan! ofDirca0T8 met on WedDesday.lUDCl8Q1 to di5CUS5 the:fUture oftb.e CnblmbuJ Day lOK SICQNO WeoNa&Mv ;&un. It was wumImousJy decided that it would be beat to eaDCeI the. event fOr 200S 8Dd for 2006. The board menibcn :fe1ttha'i the money BOAD MunIlGS and efFort ~be better spent. We sincaely appnc:iate the suppOrt THlAP TuesDAY of'tbe l'DC on an oCour projeots. We will be J)'Uttina more effOrt into BUSINESS Ama "OUltS our other eveatt$ iQ bope5 of growing them. Fouln'N WriDHEscAY Again. thank you for your assistance with out application. lEyou have LUNCJIEOI MmH; any questiona resarding either of the two years please do not hesitate to give me a call. """""".islall1oradachal11ber.com . .' .,~"'''''' """"'" <. C' ".... Qt)stlnatiQrl Events p.areement THIS AGREEMENT is entered into this /S-.tA' day of ])E ~- , 2004 by and between BOARD OF COUNTY COMMISSIONERS. MONROE COUNTY, FLORIDA. (BOCC) and the Islamorada Chamber of Commerce (Event Sponsor). NOW, THEREFORE, and in consideration of the mutual covenants, contained herein the parties agree as follows: 1. The BOCC agrees to pay from tourist development tax funds up to $5,000 (Five Thousand Dollars) for the Columbus Day 10K Getaway on Odober 8, 2005 (See Exhibit A). 2. $cooe of Services: Event Sponsor agrees to provide the County with, an event as specified betow: a). One day event b). 10K run and walk c). 51( run and walk d). Race Breakfast e). Awards Ceremony 3. All advertising and public relations services or supervision of advertising and public relations wilt be provided through the contracted agencies of the Tourist Development Council (TOC) and SOCC. The agencies of record shaH receive payment of work in progress upon submission of documented invoices associated with said event. 4. Payment: Any payments directly to Event Sponsor or vendors associated with said event shall be as follows: Event Sponsor shall submit to TOC an invoice which shan indicate the task completed for whid1 payment is sought, with proper documentation attached. No more than 10% of the totaf advertising and promotional costs paid under this agreement shall be attributable to in-county activity. County shall pay Event Sponsor, or directly to vendor upon request of Event Sponsor, pursuant to the Florida Prompt Payment Act upon receipt of a proper invoice. Monroe CountYs performance and obligation to pay under this contract is contingent upon an annual appropriation by the BOCC. Only acceptable expenses listed in the Monroe County Tourist Development Council Operations Manual shall be paid. 5. Accountina: Event Sponsor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accou1ting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to Event Sponsor r pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Contractor shaN repay the monies together with interest calculated pursuant to Sec. 55.03, FS. running from the date the monies were paid to Event Sponsor. 6. Modification: Une item changes to the advertising and promotion budget may be made up to but not exceeding 10% of the larger line item amount without requiring BOCC approval of the particular change. Columbus Day lOK Getaway 2005 1 (" (~. .--. . ~. '." 7. Sreach and Penalties: The parties agree to full performance of the covenants contained in this agreement, and the sacc 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 Event Sponsor. 8. Tennination: This Agreement will terminate on January 8, 2006, I.IlIess earlier terminated pursuant to paragraph 7 or 9. Alllnvolcea must be submitted prior to January a. 2008. 9. Non Occurrence of Event: If the event does not take place for any reason under control of Event Sponsor except for those reasons in paragraph 19, then Event Sponsor agrees to refund to the soee any amounts already paid under this agreement, and relieve the BOCC from any further payments. Event Sponsor shall give written notice to the Monroe County Touist Development Council if it is found necessary to cancea an event. The notice shall contain the folloWing specifics: 1) reason for cancellation, 2) documentation of the reason for canceflation and 3) person authorized to cancel including title and stated affiliation. 10. Indemnification and Hold Harmless: Event Sponsor covenants and agrees to indemnify and hold hannless Monroe County Board of County Commissioners from any and all claims for bodily injury (inc:fuding death), personat injury, and property damage (including property owned by Monroe County) and any other losses, damages. and expenses (including attorneys tees) which arise out cA, in connection with, or by reason of the services provided, event sponsored, cr other activities and funding associated with this agreement, except those losses or damages caused by sace or its agents. 11. Insurance Reauirements: Event Sponsor, as a pre-requisite of the Special Event governed by this agreement, shall obtain, at its own expense, insurance as specified in this section. Work associated with the Event (including pre-staging of personnel and material) shall not commence until satisfactory evidence of the required insurance has been furnished to the county as specified befow. Event Sponsor shall maintain the required insurance throughout the entire duration of the Special Event and any extensions specified in any attached schedules. Failure to oomply with this provision may result in the immediate suspension of the Event until the required insurance has been reinstated or replaced. Event Sponsor shall provide, to the County, as satisfactOry evidence of the requited insura'lce, either: * 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 sacc 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 Sponsor's insurance shan not be construed as relieving Event Sponsor from any liability or obligation assumed under this contract or imposed bylaw. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured'" on all policies. Ally deviations from these General Insurance Requirements must be requested in writing on the County form titled "Request for Waiver rllnsurance Requirements" and must be approved by Monroe County Risk Management. Columbus Day IOK Getaway 200' 2 . (0" (~. ......... Event Sponsor shall furnish the County with a certificate evidencing the insurance required by this paragraph not later than twenty (20) days prior to the event. Prior to commencement of wor1< governed by this contract, Event Sponsor shall obtain General liability Insurance. Coverage shall be maintained through out 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 OcaJrrence 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 ofwor1< by the County. Recognizing that the work governed by this contract invoJves the sales and/or distribution of alcoholic beverages, the Event Sponsor'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 restridive than the contractor's General liability policy. 12. Penn its: Event Sponsor will secure all required pennits, licenses including but not limited to occupational licenses. 13. Taxes: The BOCC and TDC are exempt from Federal Excise and State of Florida Sales Tax. 14. Finance Charges: The BOCC and TDC will not be responSible for any finance charges. 15. Refation of BOCCITDC: It is the intent of the parties hereto that Event Sponsor shall be legally considered as an independent contrador and that neither it nor its employees shall, under any circumstances, be considered servants or agents of the BOCC and TOC and the BOCC and TOe shaD at no time be legally responsible for any negligence on the part of said Event Sponsor, its employees or agents, resulting in either bodily or persona' injury or property damage to any individual, firm, or corporation. 16. Qiscfosure: Event Sponsor shall be required to list any or all potential conflicts or interest, as defined by Florida Statute 112 and Monroe County Code. Event Sponsor shall discfose to the BOCC and TDC aU actual or proposed conflicts of interest, financial or otherwise, direct or indirect, involving any clienfs interest which may conflict with the interest of the BOCC and TOC. 17. Assianment: Event Sponsor 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 BOCC. 18. Comoliance with laws: Event Sponsor shall comply with all federal, state and focal laws and ordinances applicable to the work or payment for work thereof. Columbus Day IOK Getaway 2005 3 (" (~.. " '. ;'"N" 19. Nondiscrimination. County and Contractor agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or Contractor agree to comply with all Federal and Florida statutes, and allloca' ordinances, as applicable, relating to nondisaimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (Pl 88-352) wt'lich prohibits disaimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC 85. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Ad of 1973, as amended (20 USC s. 794), which prohibits disaimination on the basis of handicaps; 4) The Age Disaimination Ad of 1975, as amended (42 USC sa. 6101-6107) wt'lich prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (Pl 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (Pl 91~16), as amended, relating to nondiaaimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 29Qee..3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. at seq.), as amended, relating to nondiscrimination in the sale, rental a financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondisaimination on the basis of disability; 10) Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on the bases of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status a age; and 11) any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 20. Force Maieure: Event Sponsor shaU not be liable for delay in performance or failL1'8 to perform in whole or in part, the services due to the oca.nence 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 actuaf 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 Sponsor has exercised reasonable care in the prevention thereof, and any such delay or failure shall not constitute a breach of the Agreement Upon demand of TOC or SOCC, Event Sponsor must furnish evidence of the causes of such daisy or failure. BOCC shall not pay for any services or activities, promotional or otherwise, comected with an event produced after the date(s) described in paragraph 1 and Scope of Services. 21. Govemino lawNenue: This Agreement shall be governed and construed by and in accordance with the laws of the State of Florida and the County of Monroe and Federal law. Venue for any dispute concerning this Agreement shall be in Monroe County. 22. Securitv Protection: Event Sponsor agrees to provide adequate security tor the event. No TOe funds wi" be used for this purpose. 23. OwnershiD: All advertising and promotion work performed under the agreement and paid for by the BOCC and TOC shalt be the property of the BOCC and TOC, for whatever use and/or disposition the BOCC and TOC may deem appropriate. 24. ~ All promotional literature and display advertising with the exception of generic advertising must display the "Florida Keys & Key West. Monroe County Tourist Columbus Day IOK Getaway 200S 4 . . (:' (" Development Council Come As You Are" logoltrade mark (as per enclosed). This logoltrade mark was adopted by the TOe and County In Noverraber 2000. No re-imbursement will be provided to those entities utilizing the old logoItrade mark .Florida Keys & Key West Come as you are.. RadIo Advertising should read -Brought to you by the Monroe County Tourist Development Councir. 25. 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 enforc:eable to the fullest extent permitted by law. 26. Authoritv: Each of the signatories for the sponsor below certifies and warrants that: a) The sponsor's name in the agreement is the full name as designated in its corporate charter, and b) they are empowered to act and agreement for the sponsors and c) this agreement has been approved by the sponsor's Board eX Directors. 27. Ethics Clause: Event Sponsor warrants that it has not employed, retained or other wise had act on its behaff, any former CO~NTY officer or employee in violation of Section 2 or Ordinance No. 1()"1990 or any COUNTY officer or employee in viofation of Section 3 of Ordinance No. 10-1990. For breach or violation of the . provision the COUNTY may, at its disaetion tenninate this agreement without liability and may also, at its disaetion, 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. 28. Public Entity Crimes: II 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 lWO for period of 36 months from the date of being placed on the convicted vendor list.. 29. Federal and State ~: Event Sponsor and County agree that each shaU be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 30. Adiudication of Disoutes or Disaaeements: County and Event Sponsor agree that aU disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 31. Non-Waiver of Immunitv: Notwithstanding he provisions of Sec. 286.28, Florida Statutes, the participation of the County and the Contractor in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. Columbus Day IOK Getaway 200S 5 . . (-. (~ . . . . 32. Privileaes and Immunities: AU of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disabitity, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 33. leqal Obligations and Resoonsibilities: Non-Deleaation of Constituti~ or $tatutorv Duties: This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obfigation or responsibility. Further, this Agreement is not intended to, r'la' shall it be construed as, authorizing the detegatioo of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. 34. Non-Relianc:e bv Non-Parties: No person or entity shall be entitled to rety upon the tenns, or any of them, of this Ag'eement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Contractor agree that neither the County nor the Contractor or any agent. officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entiUements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement 35. Section Headinas: Section headings have been inserted in this Agreement as a matter of convenience of reference onfy, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement 36. No SoUcitationIPavment The County and Event Sponsor warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it. any fee, commission, percentage, gift. or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Contractor agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 37. Public Access: The County and Event Sponsor shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or U1der its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon viofation of this provision by Contractor. 38. Severability: If any term, covenant, condition or provision of this Agreement (or the appfication thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shan be enforceable to the fuflest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the Columbus Day lOK Getaway 2005 6 . . C"' (, accomplishment of the original intent of this Agreement. The County and Contractor agree to reform the Agreement to replace any stricken provision with a valid provision that comes as dose as possible to the intent of the stricken provision. 39. Attorney's Fees and Costs: The County and Event Sponsor agree that in the event any cause c:l action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonabfe attorneys fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conduded pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 40. Entire Aareement: The parties agree that the Agreement above constitutes the entire agreement between the BOCC and Event Sponsor. IN WITNESS WHEREOF I the parties hereto have executed this agreement the day and year first above written. (SEAL) Islamorada Chamber of Commerce ,t~'f:;~:~~\ BY~~~ Presi r ;i/'\\~;\\ BOARD OF COUNTY COMMISSIONERS i: ",~,~,'~~N-i:~;~~OLHAGE, CIeri< OF MONROE COUNTY, FLORIDA \\.3:~~~,;f iL'z,~.jf:~t.;,~/ By ,t)~ >n ~ ""~-. ;.-' /.~. .&cJ 'v ~1->~' By~' C".;. .-"'O:C~cerk Mayor/Chairman Columbus Day IOK Getaway 2005 7 ~~" . ('" C' .... , .......,...,.. ."r-~ ""< " t " EXHIBIT A SUMMARY TOURIST DEVELOPMENT COUNCIL BUDGET BREAKDOWN FISCAL YEAR 2004/2005 EVENT NAME: Columbus Day lOk Run DIRECT MAll.. & POSTAGE $ 300 ~r~"" BROCHURES, POSTERS, PRODUCTION & PRn $ 200 ( ....~ (Graphics) PUBLIC RELA nONS $ - PHOTO PROGRAM $ - MEDIA ADVERTISING $ 2,750 PROMOTIONAL ITEMS $ 1,000 (T-SHIRTS. CAPS. JACKETS. ETC.) .GENERAL - NON-ALLOCATED $ 750 TOTAL: $ 5,000 *GENERAL NON-ALLOCATED IS NOT TO EXCEED 15% OF THE AMOlJNT AWARDED BY THE MONROE COUNTY TOURIST DEVELOPMENT COUNCIL FOR THIS SPECIFIC EVENT .. 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