FY2024 10/18/2023 GVS COURTq c
o: A Kevin Madok, CPA
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�o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida
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DATE: October 23, 2023
TO: Ammie Machan, Administrative Assistant
Tourist Development Council
FROM: Liz Yongue, D.C.
SUBJECT: October 18, 2023 BOCC Meeting—TDC Item D47
Attached are electronic copies of the following Multiple District Turnkey Event
Agreements for Fiscal Year 2024, for your handling:
Organization Event Date Districts Amount
Friends of the Pool, Swim for Alligator
Inc. Lighthouse September 2024 IV, V $50,000.00
Upper Keys Rotary Upper Keys Rotary
Foundation, Inc. Gigantic Nautical Market February 2024 IV, V $30,000.00
Key West Tourist
Development Fantasy Fest October 2024 I, II $225,000.00
Association, Inc.
Key West Songwriters
KW Songwriters LLC Festival May 2024 I, II $200,000.00
Key Music Festivals LLC Key Western Fest January - I, II $140,000.00
February 2024
OHWOOK! Productions,
Inc. Mile 0 Fest January 2024 I, II $140,000.00
Race World Offshore LLC RWO Offshore World November 2024 III $200 000.00
Championship
Should you have any questions please feel free to contact me at(305) 292-3550.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY
500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070
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 Key Music Festivals LLC (Event
Contractor) on this 18th day of October , 2023.
WHEREAS, The District Advisory Committee (DAC) has recommended to the Monroe
County Tourist Development Council (TDC), which has endorsed the recommendation, that
certain monies be allocated for promotion of an event, which has as one of its main purposes
the attraction of tourists, by Event Contractors; and
WHEREAS, the DAC recommends allocation of funds for the Key Western Fest in
January - February 2024.
NOW THEREFORE, in consideration of the mutual promises 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 a contract 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 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 $140,000 (One Hundred and Forty Thousand Dollars — TDC
District I Funding Allocaton = $120,000, District II Funding Allocation = $20,000) for: Key
Western Fest in January - February 2024, 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 County.
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 five (5) day music festival event including musical performances at various locations
Event Name: Key Western Fest
Turnkey Funding: FY 2024
D #: 3099
1
3. Expiration of Agreement: This agreement expires on April 29, 2024 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 by the TDC administrative
office 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 the
negligent or wrongful act or omission of County or its agents.
7. Non-Waiver of Immunity: Notwithstanding the provisions of Sec. 768.28, Florida
Statutes, the participation of the Event Contractor and the County 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.
8. 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.
9. 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 Name: Key Western Fest
Turnkey Funding: FY 2024
D #: 3099
2
Event Contractor shall furnish the County with a certificate evidencing the
insurance required by this paragraph not later than twenty (20) days prior to the event.
Event Contractor must have their insurance agency email the certificates of insurance
directly to Brian Bradley in the Monroe County Risk Management Department. Bradlev-
rian onroeCounty- L. ov — 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
Ammie Machan 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 Brian Bradley regarding the
insurance requirements, she can be contacted by telephone at (305) 292-3470, 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 Ammie Machan at A ie fla-
ke s.co 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.
Event Name: Key Western Fest
Turnkey Funding: FY 2024
D #: 3099
3
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.
A Workers' Compensation insurance is required by Florida Statutes.
10. Permits: The Event Contractor will secure all required permits, licenses and shall
pay all appropriate business taxes.
11. Laws and Regulations: Any and all services, materials and equipment shall
comply fully with all Local, State and Federal laws and regulations.
12. 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.
13. Finance Charges: The County and TDC will not be reimburse, pay or be
responsible for any finance charges.
14. 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
Event Name: Key Western Fest
Turnkey Funding: FY 2024
D #: 3099
4
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.
15. 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.
16. 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.
17. Compliance with Laws - Nondiscrimination: County and Event 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 Event Contractor agree to comply with all
Federal and Florida statutes, and all local ordinances, as applicable, relating to
nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of
1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2)
Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-
1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation
Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of
handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which
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 91-616), as amended, relating to nondiscrimination 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 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse
patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC ss. 3601 et seq.), as
amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The
Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as maybe amended from time
to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code
Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion,
national origin, ancestry, sexual orientation, gender identity or expression, familial status or
age; 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.
18. Security Protection: The Event Contractor agrees to provide adequate security for
the event.
Event Name: Key Western Fest
Turnkey Funding: FY 2024
D #: 3099
5
19. 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 of 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. The
Event Contractors 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 Event 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.
20. 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.
21. Logo: Marketing promotions that display our logo must use the "Florida Keys &
Key West Come As You Are" logo/trademark (as per attached logo sample — Exhibit A).
22. 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.
23. 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 of the
person/entity or corporation 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, as applicable to corporations.
24. 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.
25. Governinq Law/Venue: 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
Event Name: Key Western Fest
Turnkey Funding: FY 2024
D #: 3099
6
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.
26. 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.
27. 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 Event Contractor: Kyle Carter
Key Music Festivals LLC
1302 Flagler Avenue
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
28. Attestations: Event Contractor agrees to execute such documents as the County
may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and
a Drug-Free Workplace Statement.
29. 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.
30. Termination of Agreement: This agreement shall terminate on April 29, 2024.
Termination prior thereto shall occur whenever funds cannot be obtained or cannot be
continued at a level sufficient to allow for the continuation of this agreement pursuant to the
terms herein. In the event that funds cannot be continued at a level sufficient to allow the
continuation of this agreement pursuant to the terms specified herein, this agreement may then
be terminated immediately by the TDC administrative office providing written notice of
termination delivered in person or by mail to Event Contractor. The Grantor may terminate this
Event Name: Key Western Fest
Turnkey Funding: FY 2024
D #: 3099
7
agreement without cause upon giving written notice of termination to Event Contractor. The
Grantor shall not be obligated to pay for any services or goods provided by Event Contractor
after Event Contractor has received written notice of termination.
County may terminate this agreement without cause by providing written notice via the
TDC administrative office 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, written 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.
31. Miscellaneous: As used herein, the terms "contract" and "agreement" shall be
read interchangeably.
32. Entire Agreement: The parties agree that the agreement above constitutes the
entire agreement between the County and Event Contractor.
IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year
first above written.
Event Name: Key Western Fest
Turnkey Funding: FY 2024
D #: 3099
8
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DATE: 1 0/4/23
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Event Name: Key Western Fest
Turnkey Funding: FY 2024
ID#: 3099
9
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 "Florida Keys & Key West Come As
You Are" logo/trademark. Electroinc Logos can be downloaded from 1ht! s://Ike sco,,,,
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Event Name: Key Western Fest
Turnkey Funding: FY 2024
D #: 3099
10