12/13/2023 Agreement coueracpp-�
4 .p°"`"'`E••v Kevin Madok, CPA
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;o ...... yam Clerk of the Circuit Court& Comptroller—Monroe County, Florida
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DATE: December 14, 2023
TO: Christine Limbert-Barrows,
Assistant County Attorney
FROM: Pamela G. HancoC.
SUBJECT: December 13'h BOCC Meeting
Attached is an electronic copy of the following item for your handling:
R3 Sponsorship Agreement and Addendum with Slamdance Group to sponsor the
2024 Slamdance Film Festival in Park City, Utah, in the amount of$11,752.00. This sponsorship
was included in die Marketing Plan approved by die TDC and BOCC.
Should you have any questions please feel free to contact me at(305) 292-3550.
cc: Finance
File
KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING
500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road
Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 330'.
305-294-4641 305-289-6027 305-852-7145 305-852-7145
2024 SLAMDANCE SPONSOR AGREEMENT FOR
FLORIDA KEYS FILM OFFICE
December 5th, 2023
Mr. Chad Newman
Florida Keys Film Office
1201 White Street, Suite 102
Key West, FL 33040
Mr. Peter Baxter
President
Slamdance Group
5634 Melrose Avenue
Los Angeles, CA 90038
This agreement ("Agreement") between Slamdance Group ("Slamdance") and
Florida Keys Film Office ("Florida Keys") is for participation in the Slamdance
Film Festival taking place in Park City, UT and online from January 19th — 28th,
2024 ("Festival").
I. RENTAL AGREEMENT OVERVIEW
Florida Keys agrees to join GMCVB/FilMiami and Film Lauderdale to sponsor the
South Florida Filmmaker Lounge during the 2024 Slamdance Film Festival at the
Doubletree by Hilton Hotel - known as The Yarrow - located at 1800 Park Avenue,
Park City, Utah 84060;
Florida Keys shall be recognized as an "Official Sponsor" of the Festival;
Slamdance may add additional sponsors at its discretion;
Florida Keys hereby grants Slamdance the right to use Florida Keys name,
trademark, and logo solely in conjunction with this agreement.
II. SLAMDANCE ADVERTISING BENEFITS TO FLORIDA KEYS FILM
OFFICE
Slamdance agrees to provide Florida Keys with the following sponsor benefits:
1. Film Lauderdale, GMCVB/FilMiami and Florida Keys Film Office agree to host
a filmmaker breakfast from 9am - 10am, filmmaker lunch from 1:00pm - 2:00pm
and "South Florida Mixer" from 2pm - 5pm on January 20th, 21 st and 22nd in the
South Florida Filmmaker Lounge at The Yarrow. Breakfasts, lunches and mixers
will provide opportunities for a representative of Florida Keys to speak with
Festival filmmakers and attendees about their services;
2. Placement of Florida Keys signage, literature and decorations in the Festival
Filmmaker Lounge at The Yarrow during hosted event times (signage, literature
and decorations to be provided by Florida Keys);
3. As part of the online Festival, Florida Keys embedded preroll advert (static
image or 10 second video) to screen before a single feature film or short film
playlist on slamdance.com and all compatible streaming apps (AppleTV, Roku,
FireTV). Assets to be created by Florida Keys and delivered to Slamdance no later
than Friday, December 30th, 2023;
4. Florida Keys logo included on Slamdance.com Sponsors page for duration of
Festival. Logo files to be delivered to Slamdance no later than December 1lth,
2023;
5. Florida Keys logo included on the printed Festival program. Along with a full
page color advertisement in Slamdance 2024 official festival program. Logo and
advertisement files to be delivered to Slamdance no later than December 8th, 2023
III. PAYMENT
In consideration of Florida Keys, Film Lauderdale, GMCVB/FilMiami and Florida
Keys Film Office will be sharing the rental of the Festival Filmmaker Lounge and
equipment while dividing the space and equipment rental fees (3) three ways.
Florida Keys agrees to pay one third of the $35,255.70 in total space and
equipment rental fees in partnership with GMCVB/FilMiami and Film Lauderdale
who agree to pay the remaining two thirds. Florida Keys will provide Slamdance
with the following:
1. $11,752 for Slamdance space and equipment rental fees.
IV. SPONSOR MARKETING
A. Florida Keys may use Slamdance's trademarks and logos in specific promotions
that Florida Keys initiates in association with Slamdance;
B. Florida Keys may use Slamdance event photos;
C. Florida Keys must follow Slamdance's logo guidelines and usage requirements,
and agrees to submit to Slamdance all layouts, artwork, photographs, and final
proofs of all copy that refer to Slamdance or its programs for approval. Florida
Keys agrees to obtain approval prior to publishing any of the materials, and further
agrees that no changes will be made to any layouts, artwork, photographs, or copy
after approval by Slamdance, unless such changes are approved by Slamdance in
writing.
V. FORCE MAJEURE
Slamdance shall not be liable for any failure to perform its obligations where such
failure is caused by conditions beyond its control, including fire, flood, earthquake,
storm, hurricane, or other natural disaster, pandemics, epidemics, war, invasion, act
of enemies, riots, street celebrations, protests, military power, terrorism, blockage,
embargo, labor dispute, strike, lockout or interruption, of the failure of services
such as electricity, internet or telephone.
VI. TERM
This Agreement is effective until January 31 st, 2024. The indemnification
obligations of each party shall survive the termination of this Agreement.
VII. REPRESENTATIONS AND WARRANTIES
Slamdance and Florida Keys each represent and warrant the following:
They have full power, authority, and legal right to execute, deliver, and fully
perform this Agreement;
This Agreement has been duly authorized by all necessary action on the part of
both parties and does not require any approval or consent of any person or entity,
which either party has not obtained;
Neither party has knowledge of any adverse claim pending or threatened by any
party, which may affect the rights granted hereunder;
Slamdance and Florida Keys each agree to indemnify the other in connection with
any breach or alleged breach of warranty, representation, or Agreement hereunder.
VIII. MISCELLANEOUS
Any claim, controversy, or dispute arising hereunder shall be settled by arbitration
before a single arbitrator in accordance with the rules of the American Arbitration
Association held in Los Angeles, California. The award of the arbitrator shall be
building upon the parties and judgment there may be entered in any court. The
prevailing party shall be entitled to seek all arbitration costs and reasonable outside
attorney's fees;
This agreement contains the entire Agreement between the parties. A waiver of any
breach of the Agreement will not be deemed a waiver of any repetition of such
breach. Electronic signatures will have the same force and effect as original
signatures. No waiver, modification, or amendment of this agreement shall be
effective unless made in writing and (manually or electronically) signed by both
parties.
Accepted and agreed to:
Monroe County Board of County Commissioners
SIGNATURE:
Mayor
® ecember 13,2023
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As Deputy Clerk MONROE COUNTY ATTORNBY
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CHRISTINE LIMBERT•BARROWS
ASSISTANT COUNTY ATTORNEY
OATS- 12/12/23
Accepted and agreed to:
Peter Baxter
President, Slamdance Group
SIGNATURE: 40100 -�
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DATE:
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Addendum
Monroe County Contract
Terms and Conditions
The Monroe County Board of County Commissioners (herein after"County") and Slamdance Group
("Slamdance") hereby enter into this addendum to the 2024 Slamdance Sponsor Agreement For
Florida Keys Film Office ("Agreement") and agree to the County's terms and Conditions as set forth
below:
The Agreement and any documentation relating to this Agreement is a Public Record under Chapter
119, Florida Statutes. The parties agree to comply with Chapter 119, Florida Statutes.
Payment will be made in accordance with the Local Government Prompt Payment Act, 218.70,
Florida Statutes. Payments due and unpaid under the Contract shall bear interest pursuant to the Local
Government Prompt Payment Act. Slamdance shall submit to the County invoices with supporting
documentation that are acceptable to the Monroe County Clerk of Court and Comptroller(Clerk).
Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules,
and regulations as may govern the Clerk's disbursal of funds.
County's indemnification is limited and subject to the sovereign immunity provisions of Sec. 768.28,
Florida Statutes.
Maintenance of Records: Slamdance shall maintain all books, records, and documents directly
pertinent to performance under this Agreement in accordance with generally accepted accounting
principles consistently applied.
Governing Law, Venue, Interpretation, Costs, and Fees: 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 this Agreement, the County and Slamdance 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.
Attorney's Fees and Costs: The Parties agree that in the event any cause of 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 reasonable attorney's fees and court costs, as an
award against the non-prevailing party, and shall include attorney's fees and courts costs in appellate
proceedings. Mediation proceedings initiated and conducted 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.
Nondiscrimination: The Parties 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. The Parties 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
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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 s. 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 11, 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.
Non-Waiver of Immunity: Notwithstanding the provisions of Sec. 768.28, 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.
Non-Reliance by Non-Parties: No person or entity shall be entitled to rely upon the terms, or any of
them, of this Agreement 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 Slamdance agree that
neither the County nor Slamdance 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 entitlements 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.
No Personal Liability: No covenant or agreement contained herein shall be deemed to be a
covenant or agreement of any member, officer, agent or employee of Monroe County in his or her
individual capacity, and no member, officer, agent or employee of Monroe County shall be liable
personally on this Agreement or be subject to any personal liability or accountability by reason of the
execution of this Agreement.
Ethics Clause
By signing this Agreement, SLAMDANCE warrants that he/it has not employed, retained or
otherwise had act on his/her behalf any former County officer or employee in violation of Section 2
of Ordinance No. 0 10-1990 or any County officer or employee in violation of Section 3 of Ordinance
No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate
this Agreement without liability and may also, in 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 County officer or employee.
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Accepted and Agreed to by Slamdance Group
Signature
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