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07/17/2024 Agreement
GVS COURTq° o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: July 25, 2024 TO: Ammie Machan, Administrative Assistant Tourist Development Council Julie Cuneo Office of Management and Budget FROM: Liz Yongue, Deputy Clerk SUBJECT: July 17, 2024 BOCC Meeting The following item has been executed and added to the record: D1 Agreement with Unicomm, LLC d.b.a. Travel & Adventure Shows for FY25 exhibits. 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 IIIIIIIIIIIIZ AV �111iiiiiiiiiiiiiiiiiii 2025 OFFICIAL i III uuum�iiiiiullllll111111111111111 EXHIBITOR CONTRACT SHOW. Florida Keys &Key West Markham McGill, Global Director of Sales Company Name-(For Billing) Company Contact/Title-(For Contract/Billing Purposes Only) Monroe County BOCC Exhibiting As:(Name as it Should Appear in Show Guide,ID Sign,ETC if Different than Company Name Above) Florida Keys &Key West USA Address Country 1201 White Street Ste 102 33040 City/State Zip Key West, FL markham@fla-keys.com Phone Email 305-296-1552 Website fla-key.com Show Operations Contact/Title:(Contact To Receive Exhibitor Kit,Show Setup Info&Important Show Updates) O Check if same as billing contact Sabine Chilton sabine@fla-keys.com I'lluil �°� �°�uIII. ululull�IIIILuu lul �°� �iuu�iihulllluulluuiiiultlul Itilu�u RATE: $4,495 per 10x10, $44.95 sq/ft• Exhibit Space: All booths are 10'deep x 10'wide. Rental fee per 10'x 10'includes the following:Carpet,Six Foot Skirted Table,Two Chairs,Wastebasket,Booth I.D.Sign,5 Exhibitor Badges.DOES NOT include electric,drayage,etc. Assigned By Show MGMT. 3 1-10x10' $3,845+$5,190 ATLANTA 2025 I January 11-12 #of 1ox10's [ ] x [ 1-10.x20'Diveive ] _ $ USD BOOTH 3 1-10.x20' Main $7,690+$2,595 NEW YORK 2025 I January 25-26 #of 1ox10's [ � x [ 1-10x10'LGBTQ ] _ $ USD BOOTH 4 1-10'x20' $7,690+$5,190 CHICAGO 2025 I February 1-2 #of 1ox10's �� x [ 1-10'x20'Dive Dive ] _ $ USD BOOTH 10'x10' $3,845 PHOENIX 2025 I February 15-16 #of 1ox10's [ 1 1 x [ ] _ $ USD BOOTH LOS ANGELES 2025 I February 22-23 #of 1ox10's 1 x [ 10'x10' ] _ $ $3,845 USD BOOTH DENVER 2025 I March 8-9 #of 1ox10's f 2 1 x [ 1O'x2O' Dive ] _ $ $5,190 USD BOOTH 1 10'x10' $3,845 BAY AREA 2025 I March 15-16 #of 1ox10's x [ ] _ $ USD BOOTH DALLAS 2025 I March 22-23 #of 1ox10's 2 1O'x20' $7,690 x [ ] _ $ USD BOOTH 3 1-1 x Main $7,690+$2,595 WASHINGTON D.C.2025 I March 29-30 #of 1ox10's ( � x [ 1-10'x1 O'0'LGBTQ ] _ $ USD BOOTH Standard Corner Charge: $495/per show. Mandatory[_1#of Shows x[$495]=$ Preferred Area/Booth Placement: [i.e.Caribbean,Adventure,Asia,etc] Location: Please name your top three competitors you DO NOT wish to be near: TOTAL EXHIBIT SPACE COSTS: $66,900 Ask About Our Multi-Show,Discounts Incentives Page 1 of 4 Unicomm-EXH(2/27/2024) IIII IIII IIII II I U I' III Official Contract for Exhibit Space /Sponsorship / Promotional Advertising SHOW. IIIII�II11 IN I uudllllllllllluurl ulu"uil rulul uu ulul�lluuluuuu uuu°IIII°uiiuil u r r r Review the Sponsorship and Promotional Opportunities Handbook for detailed descriptions. ATL CHI DAL D.C. DEN LA NY Pill SF FAM-TAS Panel :ost: $13,000 0 0 0 1121 0 0 0 1121 0 Major Sponsor Cost: ❑❑ ❑� M M M ❑❑ ❑❑ 19 Supporting Sponsor Cost: $8,500 ContributingSponsor Cost: $5'000 $6,000Paernoonnel sions-NY/DC ❑ ❑] ❑ ❑ ❑ ❑ ❑� ❑ ❑�P $6,000 Afternoon-PX Presenting Sponsor Cost: ❑ ❑] ❑� M M ❑❑ 0❑ ❑❑ 0❑ LGBTQ Pavilion 10'x10' Cost: ❑❑ 0❑ Dive Pavilion 10'x10' Cost: Lol A ❑❑ ❑❑ ❑❑ ❑❑ ❑❑ ❑❑ ❑❑ Oudoor Pavilion 10'x10' Cost: ❑❑ ❑❑ ❑ TOTAL SPONSORSHIP COSTS: $26,500 willIII Illllllllllllllulll Ilul" ATL CHI DAL D.C. DEN LA NY Pill SF Destination Theater Session $1,495($1,595 NY Show) ❑❑ ❑❑ ❑❑ 0 ❑❑ M 0 O Savvy Traveler Theater Session(l per show) $2,500 ❑❑ ❑❑ ❑❑ ❑❑ El ❑❑ El ❑❑ ❑❑ On-Site Branding Package Cost: $4,500/show ❑� o ❑� o El 0 El ❑� ❑� Home Page Web Banner $3,000 ❑❑ ❑❑ ❑❑ ❑❑ El ❑❑ El ❑❑ ❑❑ Inside Page Web Banner $1,750 ❑❑ ❑❑ ❑❑ ❑❑ El ❑❑ El ❑❑ ❑❑ Attraction Sponsor Call for Pricing ❑❑ ❑❑ ❑❑ ❑❑ El ❑❑ El ❑❑ ❑❑ Deals/Special Highlight $1,000 ❑� ❑� ❑� ❑� ❑� ❑� ❑� in Consumer Emails Booth Traffic Bundle $3,750 ❑❑ ❑❑ ❑❑ ❑❑ ■� ❑❑ ■� ❑❑ ❑❑ Brand Builder Bundle $2,500 ❑❑ ❑❑ ❑❑ ❑❑ ■� ❑❑ ■� ❑❑ ❑❑ Lead Magnet Bundle $3,995 ❑❑ ❑❑ ❑❑ ❑❑ ■� ❑❑ ■� ❑❑ ❑❑ City Wide Bundle $12,500 ❑❑ ❑❑ ❑❑ ❑❑ ■� ❑❑ ■� ❑❑ ❑❑ Branded Attendee Bags Call for Pricing ❑❑ ❑❑ ❑❑ ❑❑ ■� ❑❑ ■� ❑❑ ❑❑ Company Logo/Link featured $1,750 in Current Attendee Email(5 per show) ❑❑ ❑❑ ❑❑ ❑❑ ❑❑ ❑❑ ❑❑ Show Guide Cover Image w/Logo $9,500 ❑� ❑� ❑� ❑� ■� ❑� ■� ❑� ❑� Slider Image on splash page w/Logo $5,500 ❑❑ ❑❑ ❑❑ ❑❑ ■� ❑❑ ■� ❑❑ ❑❑ Green Screen Photo Booth Sponsorship $9,495 ❑� ❑� ❑� ❑� ❑� ❑� ❑� Video Board Ad $3,000 ❑❑ ❑❑ ❑❑ ❑❑ ❑❑ ❑❑ ❑❑ ulllludllluu uuu Sponsor Press Room/Area $7,500 ❑❑ ❑❑ ❑❑ ❑❑ ■� ❑❑ ■� ❑❑ ❑❑ Pitch Included to Media $1,750 ❑❑ ❑❑ ❑❑ ❑❑ ■� ❑❑ ■� ❑❑ ❑❑ Media Preview Inclusion(3 per show) $6,000 ❑❑ ❑❑ ❑❑ ❑❑ ■� ❑❑ ■� ❑❑ ❑❑ $15,080 TOTAL PROMOTIONAL COSTS: IIIIIIIIII 1111111111111111111111111111111 111 I 111111111111111111 l IIfuu�IIIul III IIIuIuIIlII IIIuuuIlI IuIIl IuIIuIIuI uIIuIIuIIuIIuI tI uIIuIIuIIuI ul VIIIIuuuuul 111111111111111111111111111111 IIIIIIII IIIIIIIIII IIII li II I4III IIIIIIIII IIIIIIII � IIII IIIIIIIIIIII IIIIIIII I IIIII uuuuuulllllllluuul III IIIII IIII I�Im IIIIIIIII I uuulll IIIII IIIIIIIIIIIII IIII III uuuluuultdlllu uuu ills ATL CHI DAL D.C. DEN LA NY Pill SF BACK PAGE $10,500 ❑❑ ❑❑ ❑❑ ❑❑ 0 ❑❑ 0 ❑❑ ❑❑ FULL PAGE $9,000 ❑❑ ❑❑ ❑❑ ❑❑ El ❑❑ El ❑❑ ❑❑ HALF PAGE $5,750 ❑❑ ❑❑ ❑❑ ❑❑ El ❑❑ El ❑❑ ❑❑ QUARTER PAGE $4,250 ❑❑ ❑❑ ❑❑ ❑❑ ❑❑ ❑❑ ❑❑ TOTAL ADVERTISING COSTS: Page 2 of 4 Unicomm-EXH(4/23/2024) IIIIIIIIIIIIZ AV �1111111111111111111111 Promote Your Destination to IIIIIIIII °°°°�mllllllllllll SHOW. Travel Show Attendees '�'������III IIIIIII°�MIIII�����II�II�����I IIIIIII°III IIIIII°iiii� ¢ �III�I�IIIII IIIIIIIIII'll�lllll EXHIBIT SPACE $ 66,900 SPONSORSHIP PACKAGES + $ 26,500 PROMOTIONAL ITEMS + $ 15,080 SHOW GUIDE ADVERTISING + $ TOTAL AMOUNT: _ 108,480 IIIIIIIIMM �������W (III Illlllllllllllllllllllllllp III hIIIIII�IIIIIIIIIIIIIIIIIIII IIIIIIIIIII III� IIIIIIIIIIIIIIIIIIIIIII III IIIIIII Vlli i', VIV uuV j�ii'°1 °°° """ ❑� Cultural Performances:Showcase your original music and dance on the Global Beats Stage.Performances are limited so book your time now.Send details along with contract. "::xl�°uliil� liituuurWs Will IRec6lve A Fbir iin lb Subiadt ('lie IF°uu[[() 11'7 OffeurWs Slx Weeks Out IPleurW IlEveil°itµ •T&AS Door Prize Donation:From trips to gift baskets,donate a door prize to the Travel&Adventure Show and we will advertise your company on the Entry Form,Website,Signage. Donate a Grand Prize(air&hotel) and you'll receive a Post-Show Attendee Email Blast. • Show Only Specials:Attendees come to the show to access discounts they can't get elsewhere.T&AS will promote your show special on the website and in the show guide. • Booth Giveaway:Draw attendees to your booth by holding a giveaway(anything from Trips to beach balls to Gift Cards).Tell us special on the website and in the show guide. I IIIIIIIIIIIII IIIIIIIIIIIIIIIIIIIIII IIIII�III�IIIII�IIIIIIII IIII�IIII IIIIIIIIIIIII YOU ASKED, WE LISTENED One of the most common attendee requests is better visibility on regions represented at the shows.To address this issue,we have created a new at-show directory that will list exhibitors according to their destinations in both our on-site Show Guide that each attendee receives at registration, as well as online and on signage on the show floor. Please take a minute or two to fill out the form below to help us better promote your brand to our audience. COMPANY TYPE: REGION REPRESENTED: o Tourism Board/CVB/NTO o North America �❑ Tour Operator ❑�Asia ❑❑ Travel Supplier ❑❑ Europe ❑❑ Travel Product ❑❑ Middle East ❑❑ Other ❑❑Africa ❑❑Caribbean ❑❑South America/Latin America [7]Australia/South Pacific ❑❑Travel Products ❑❑ Lifestyle ❑❑Cruise ❑� Dive/Watersports Page 2 of 3 Unicomm-EXH(11912023) TERMS AND CONDITIONS 1.Management and Exhibitor. The term"Management"as used herein shall define the personnel,its agents and event Disabilities Act.Wiring and decorating materials must all conform to local codes and fire regulations.Exhibitor assumes the partners,including but not limited to Unicomm,LLC acting on behalf of,or in concert with Management to produce this responsibility to ascertain that all such codes and laws have been met,including issues related to facility services.Exhibitor event The term"Exhibitor"shall define the company and its personnel and agents electing to participate in the exposition. is solely responsible to obtain all necessary permits and tax forms,including submitting any taxes or fees required by local, Once Exhibitor has executed this agreement by means of a signature,all terms shall become binding. state or federal authorities. 2.Exhibiting Companies and Products.Management reserves the right in its sole discretion to determine eligibility and 12.Postponement of Exposition.If for any reason Management determines that the location or dates of an Exposition should suitability fora product or company in its exposition,and may remove or relocate Exhibitors in its sole discretion on the basis be changed,no refund will be due to Exhibitor,and Management will assign to Exhibitor,in lieu of the original space,such of meeting or not meeting its eligibility,conformity and/or suitability standards Management reserves the right in its sole other space as Management deems appropriate,and Exhibitor agrees to use such space under the terms of this Agreement. discretion to change the location of assigned space for an Exhibitor.Exhibitor shall not assign or sublet its assigned space Management shall not be financially liable or otherwise obligated in the event that the Exposition is relocated or postponed. and any attempt to do so shall constitute a violation of this Agreement and shall be void and of no force and effect.Exhibitor may display or advertise only goods and services normally manufactured or offered in the ordinary course of its business. 13.Cancellation or Termination.of the Exposition.In the event that the Exposition is unable to operate,in the sole • determination of Management,whether due to Acts of God,terrorism,war,illness,public safety strike,civil commotion, 3.Exhibit Space Rules and Contractor Services.Management shall have the right to establish rules for the show and the use picketing,fire or state of emergency,or by reason of any..other occurrence not under the control of.Management,or of exhibit space covered by this Agreement,including but not limited to the rules inthe Exhibitor Service Manual.Management otherwise,Management may cancel,postpone or terminate the.Exposition.In the event of such cancellation;postponement shall have full discretion and authority as to the placement of all decorations,signage and display items.Management may or termination,the Exhibitor waives any and all claims the Exhibitor may have against Management for damages or expenses require the replacement or redecorating of an item,display or booth and no costs shall accrue to management because and agrees to accept in complete•settlement and discharge of all claims,the Exhibitor's pro rata share of the total amount of such necessity.Exhibitors are responsible to cover or fix all areas Management may consider unsightly,at Exhibitor's paid by all Exhibitors,excluding deposits,less all costs and expenses incurred by Management in connection with the • expense.Should an Exhibitor be unfinished with installation as specified in the show rules,Management may take steps to exposition.: - finish said installation at the Exhibitor's expense.Should the Exhibitor fail to follow exposition deadlines for installation in terms of occupying the agreed upon booth space,Management shall repossess said'space and Exhibitor forfeits all claims 14.Exhibitor.Cancellationor Nonpayment.Exhibitor Cancellation or.Nonpayment.Exhibitor agrees that a reservation is to it and all monies paid,unless a pre-arranged,mutually agreed upon schedule by Exhibitor and Management is in place. made at the time of execution of this agreement,whether or not accompanied by pending deposit,and it shall be regarded as No Exhibitor shall have the right to dismantle,unpack or vacate a booth prior to the end of the official show hours without valid and binding.Should Exhibitor decide to cancel after executing this Agreement,Exhibitor acknowledges that it is difficult to assess the full lost opportunity of Management to have provided space to others and the attendant expenses in doing.so. the express written permission of Management in place.Management reserves the right to amend and enforce exposition regulations as it reasonably:deems proper to assure the success of the event:Management has selected several"Authorized As such,if a cancellation notice is received by Management the Exhibitor is liable for 100%of payment and no refunds of Contractors"and the use of their services by Exhibitors is highly encouraged. any payments,fees or deposits will be made.Should Exhibitor fail to make timely payments as noted in this Agreement, Management reserves the rightto reassign the space to another Exhibitor. • 4.Attendance.Management shall have sole control over Attendance policies at all times.All Exhibitors agree to staff their booth(S)during exposition hours.Failure to do so may jeopardize any Exhibitor's acceptance in future show 15.Show Transfers.The Exhibitors may request in writing to transfer to another Travel&Adventure Show in the same year as the contract period for the same booth size and price.If such a written request is received by Management 90 days or more 5.Enjoyment of Reasonable Business Environment.Management reserves the right to restrict booth size,noise,characters, prior to the event,Exhibitor may transfer any payments made or due to any other Travel&Adventure Show in the same year as lights;entertainment and methods of operation which it reasonably deems objectionable.Any behavior or equipment which the contract period for the same booth size and price.If written transfer notice is received by Management between 90-30 Management reasonably finds to detract from the general appearance and intention of the Exposition may be grounds for days of the Show date Exhibitor may transfer 50%of any payments made or due to any other Travel&Adventure Show in the eviction.Neon lights,gas,signs,helium balloons,taping items on the facility walls or columns are expressly prohibited. same year as the contract period for the same booth size and price.Any transfer requests received by Management within 30 Exhibitors are encouraged to seek approval in advance of the show from Management for questionable items so as to days of the show date will be considered an Exhibitor Cancellation and Exhibitor is liable for 100%of the contracted amount eliminate additional removal costs on the behalf of the Exhibitor at the show.If the Exhibitor fails to comply with respect and any payments will be forfeited. to show rules and this Agreement,Management may retake possession of Exhibitor's assigned space after Management notifies Exhibitor and allows a reasonable time to correct,notwithstanding Exhibitor's continued responsibility for all 16.Prohibited Conduct.The following'practices are not permitted:1)Use of disruptive audio equipment;2)Use of noisy payments due. electrical or mechanical equipment;3)Wearing of unofficial badges or company name plates,except in addition to official Event badge;4)Entry into another Exhibitor's booth without permission of that Exhibitor;5)Photographing or examining 6.Fees and Deposits.Exhibitor is responsible for timely payment of fees as noted on the front side of this agreement.All another Exhibitor's booth without permission from that Exhibitor;6)Demonstrations or activities which create a fire,safety payments and deposits are non-refundable.Should exhibitor delay payments,Management shall have the right to repossess or health.hazard;7)Any action,practice or activity which violates any of the Management's Exhibitor/Sponsor display rules any assigned space after notifying Exhibitor in writing of the intent to do so,and after Exhibitor's failure to cure such payment and regulations.Any display or conduct by Exhibitor that unnecessarily obstructs neighboring booths or interferes with free default following its receipt of five(5)days'prior written notice of its default.In the event of default by the,Exhibitor beyond passage in the aisles will not be permitted.Management reserves the right to force re-arrangement or removal of any exhibit the five(5)day cure period mentioned above,Exhibitor shall be liable for the payments due,and shall be liable for all costs which,in Management's opinion and sole but reasonable discretion,does not comply with this requirement or to remove any and expenses incurred by Management in the collection of such unpaid fees including,without limitation,reasonable personnel orr exhibit forr conduct which violates this requirement.Unethical conductor infraction of rules by the Exhibitor will attorney's fees and court costs. subject the Exhibitor to removal from the Center.The enforcement of these practices and the Terms and Conditions,including without limitation the removal of Exhibitor and Exhibitor's exhibit from the Center and the Event,:is within Managerrient's 7.Security.Management provides perimeter guard services during show hours as noted in the Exhibitor Service Manual. sole but reasonable discretion.This determination shall be at the sole but reasonable discretion of Management.Exhibitor Security for all Exhibitor equipment,materials and personnel remains the responsibility of the individual Exhibitor.Exhibitors understands and agrees that no refund is due or shall be made and further that no demand for redress will be made by.the: shall retain adequate coverage for theft,damage or any.loss.Exhibitors are encouraged to have guards and insurance at Exhibitor under any circumstance.The above list of prohibited conduct is provided to highlight certain prohibited activities, their own expense, and is neither inclusive nor intended to limit the scope or extent of prohibited activities. 8.Exposition Hours and ExhibitorActivities.Management shall have the authority to set event hours,which may reasonably •17.Safety,Fire,Health and Facility.The Exhibitor assumes all responsibility for compliance with local,city and state safety,change upon notice to the Exhibitors.Exhibitors agree not to schedule or conduct any activities which conflict with exposition y fire and health ordinances covering installation and operation of equipment,preparing,cooking and serving of food and hours,including but not limited to:seminars,luncheons,receptions and hospitality suites.Exhibitor furniture,equipment and beverage products.Exhibitor shall not use or permit flammable materials such as bunting,tissue paper,crepe paper;or other distribution of.Exhibitor.literature and.materials shall be limited to the confines of the Exhibitor booth space.Exhibitors are flammable items for decorations.All other materials used for decor'five purposes mu:+•,•.flame'-'sfed and approved required to wear officially issued name badges provided by show management. by the Authority's Fire Department.In addition,Exhibitor shall not,w, ,ut.the prior writt?.•o''nsent wiManagement,put up 9.Music Licensing. are solelyresponsible to obtain. necessarylicenses for allusa a of music or video and or operate any engine or motor oruse oils,burningfluids,cam heerosene na hth ol'ine r 9 P. gP P a ,Q afiy other flammable all costs for such licenses are the responsibility of the Exhibitor.Exhibitor may be prohibited from certain activities without chemical,for mechanical or any other purposes,or any agent otherin electricity for uminatinm part of the Center. proof of required licenses. Subject to the foregoing,Exhibitor shall restrict the use of Hazardouq4tOrDls to those k.i-.-.f matetaalf in small quantities that would be normally expected in conducting the activities.Such*sous Materi.°--•all onttree used in a safe and 10. Liability and Insurance.THE EXHIBITOR VOLUNTARILY ASSUMES ANY.AND ALL RISKS AND HAZARDS, prudent manner,in full compliance with applicable local,city and state pots,rules,and.rdinances,44p,,Exhibitor shall take INCLUDING WITHOUT LIMITATION,PUBLIC HEALTH RISKS,PERSONAL INJURY,ILLNESS,.OR OTHERWISE,AND all necessary precautions to prevent releases of Hazardous Material$'hnder no circumsrOs shallESIfbitor store,dispose, HEREBY RELEASE,INDEMNIFIES AND HOLD HARMLESS UNICOMM—TRAVEL&ADVENTURE SHOW MANAGEMENT, or permit storage or disposal of any Hazardous Materials at the r-.the Exhibitor mes s onsibilit for .�.r+ P Y any ITS CONTRACTED VENDORS AND VENUE OWNERS.AND OPERATORS FROM AND AGAINST.ANY AND ALL LOSSES, facility and or contractor property damages that occur as a result the xhibitors activities,maals.in the Exhibitor's DAMAGES AND EXPENSES INCLUDING,WITHOUT LIMITATION,REASONABLE ATTORNEY'S FEES AND COURT COSTS, booth,or by any employee or third-party vendor employed by the Exhyr s hibitor shall be liable for the payments resulting. WHETHER.RELATED TO CONTRACTING. OR SPREADING THE COVID-19 VIRUS.OR ANY COMMUNICABLE DISEASE from such damages and shad be liable for all costs and expenses inc u 4d byManagem©" 1'it's de ees in the collection OR OTHERWISE,ARISING FROM PARTICIPATING AT THE TRAVEL&ADVENTURE SHOW. Further,except to the of such unpaid fees including,without limitation,reasonable attorney f e and court cj ' extent of their(or either of their)negligent or wrongful conduct,Management and/or the Exposition Facility,their agents4. and employees,shall not be responsible for:any loss,.theft,or damage to the property of the Exhibitor,his employees or 18.Miscellaneous.Management makes no representations or nties as.to the it t i w, on o 1 Exposition Facility, representatives.Furthermore,except to.the extent of their(or either of their)negligent or wrongful conduct,Management Contractors or Subcontractors involved or the success of the Exhip is efforts for whiff•the exl t}space is to be used. and/or the Exposition Facility,their agents and employees shall not be responsible for any damage,illness or injuryto Exhibitor This Agreement shall be governed as a whole in accordance with the laws of the.Stat-if�onnectreet.Any actions arising personnel,agents or attendees.Exhibitor shall indemnify and hold harmless Management and the Exposition Facility from all out of enforcement of this Agreement must be initiated in the StatT•'f Connecticut. -.,,•x reeme.t.. nd these'Terms and liability which might ensue from any cause whatsoever,excepting only their/or any of their negligent or wrongful conduct, Conditions"represent the sole and entire agreement between Management and the i.itor,arld'+t'supersedes all prior including attorney's fees.Exhibitor agrees to maintain adequate'insurance to fully protect Management,its co-sponsors, agreements and discussions.Show management does not offer exclusivity for any product or service,nor does it guarantee contractors and Exposition Facility from any and all claims which may arise in connection with the installation,operation and that exhibitors will not be placed in proximity to competitors.Cornerr space requests are not guaranteed."Corner"means at dismantling of the Exhibitor's display.This includes claims under Workers Compensation Act.Exhibitor will be required to pay least one side of a linear booth will have an empty booth next to it.No person at Management is authorized to make changes for anydamage caused by its employees or agents.Exhibitor must carry insurance naming Unicomm,LLC and the Exposition to this Agreement except.in writing with the signature of an officer of the company.The provisions set forth are severable. Facility as additional insureds on a policy containing not less than one million dollars($1,000,000 USD)for bodily injury, If any provision is held to be invalid or unenforceable,it shall not affect the validity of enforceability of any other provision. property damage and/or loss sustained in any ones occurrence.A copy of the.Certificate must be on file with Management Management shall use all reasonable efforts to properly manage installation and the event itself.Management shall not be not less than thirty(30)days prior to installation. held liable for late installation or power or service interruptions that may occur. 11.Compliance.Exhibitor assumes all responsibility for compliance with federal and local codes and all laws related The person executing this Agreement on behalf of the Exhibitor represents and warrants that they have the authority to do so to public safety,as well as facility regulations.Exhibitor is responsible to meet all requirements of the Americans with and may bind the entityforwhom they sign.By signing this Agreement,Exhibitor authorizes Management to use its company name and any photographs taken at the Exposition for promotional purposes. • TAVELP • STEP 8: PLEASE SIGN' BELOW ADVENTURE I1n comm�. ,1 1101 1. EventsNew Hess or Business Payment Terms:As per special payment terms,$25,000 is due on or before August 1;5,202.48'2,475 is due on or before October 15,2024. By signing below,exhibitor acknowledges they have read the Terms and:Conditions on.page four'of-this contract. We understand that this contract shall be legally binding between Unicomm, LLC and the exhibitor. We also understand that any change in the information m this contract must,betmade in writing. Attest: Kevin Madok,.Clerk Monroe nO. ,B and ty Commissioners ( y`: i; ( ;,: By: L�lr�n 1 .. .. .1 fl ;'l �, is r �,•a:1`='� .+y'' 1 1 , P 7 t'"yr, As Deputy Cler 1 n,. !' 1, 1 J SIGNATURE "'"'�°"'p ' • Mayor Holly Raschein ; DATE 1. 11 20Z\{ . �' ', r-, � � a •�_ PRINT NAME' STEP 9: PAYMENT OPTIONS Click PAY ON-LINE or Fill Out Below For us To Process FAX TO: 203.878.2154 AUTHORIZE PAYMENT PER , , , , , , , :r 1. _ TERMS&CONDITIONS ABOVE '❑.AMEX 1❑:VISA 1❑,MC 1❑1 BANrK TRANSFE-�R,-,40,CHECK [payable to Unicomm,LLC] Check#, • , (last 3 digits 1 printatl er 1 , 1 card Minalt 1 , CID# slgnatpra aroa 1 1 1 AMOUNT:$ . CARD NUMBER onhaokorcardl EXP.DATE 1 1 a PAl JJQ , ,rr d CARD HOLDER NAME SIGNATURE ' :_ii..,E.,..,,..,.,,, . _. . I. Billing Address(If different than address on pg1)• CITY STATE ZIP Page 4 of 4 Unicomm-EXH(1/24/2024) MONROE COUNTY ATTORNEY j vi'll V.0 ASTO FOR uai= VZ2�1 CHRISTINE LIMBERT'RARROWS ASSISTANT COUNTY ATTORNEY DATF_711124...................... A ddendum t--v Monroc County Contract Terms and Conditions The Monroe County Board of County Commissioners (herein after--County"or *,Customer*) and Unicomm, LLC d.b.a "Travel & Adventure Shows" (lierein after"Company') agree as set forth below. The County and Company hereby enter into this addendum to Unicomm, LLC's TERMS & CONDITIONS— ("Agreement"'). and agrees to the following: The Agreement includes and incorporates the Quote, Terms and Conditions and this Addendum, The 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 Agreement shall bear interest pursuant to the Local Government Prompt Payment Act. Company 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. The County 9 performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Monroe County Board of County Commissioners. The County s Indemnification is limited and subject to the sovereign immunity provisions of Sec. 768.28, Florida Statutes. Maintenance of Records: Company shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting 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 five years,following the termination of this Agreement, If all auditor employed by the County or the determines that monies paid to Company pursuant to this Agreement were spent for purposes not authorized by this Agreement, Company shall repay the monies together with interest calculated pursuant to Sec. 55,03; FS, running from the date the monies were paid to Company. 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 Customer and Company 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-pre prevailing party, and shall HICIUde 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 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.168 1- 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 (P'L 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 290e:e-3),as amended,relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 19618 (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. Public Records Compliance. Company must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the Customer and Company in conjunction with this contract and related to contract performance. The Customer shall have the right to unilaterally cancel this contract upon violation of this provision by Company. Failure of Company to abide by the terms of this provision shall be deemed a material breach of this contract and the Customer may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. Company is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. 2 Non-Waiver of Immunity: Notwithstanding the provisions of See. 768,28, Florida Statutes, the participation of the Customer and Company 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 the Contractor agree that neither the Customer nor the Company 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. E-Verify System - In accordance with F.S. 448.095, Any Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland SectirHy's F.-Verify system to verify the work authorization status of all new employees hired by the Company during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Hom&MLI SCQLIriG% "S I:-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Agreement term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subconstruct with an unauthorized alien. Company shall comply with and be subject to the provisions of F.S. 448.095 COUNTY FORMS. By signing this Agreement, Company has sworn or affirmed to the following requirements as set forth in the Public Entity Crime Statement, Ethics Statement, Drug-Free Workplace Statement and Vendor Certification Regarding Scrutinized Companies List as set forth in more detail in this Agreement, Public Entity Crime Statement Company certifies and agrees that Company nor any Affiliate has been placed on the convicted vendor list within the last 36 months. In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the Discriminatory Vendor List, kept by the Florida Department of Management Services, may not submit a bid on a contract to provide 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 a 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. 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, proposal or reply on contracts to provide any goods or services to a public entity,may not submit a bid,proposal or reply on a contract with a public entity for the construction 3 or repair of a public building, or public work, may not submit bids, proposals or replys on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, Company or subcontractor 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 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, Company represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from Customer's competitive procurement activities. In addition to the foregoing, Company further represents that there has been no determination, based on an audit, that it or any subcontractor has committed an act defined by Section 287.13,3, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a ,'public entity crime" regardless of the amount of money involved or whether Company has been placed on the convicted vendor list. Company will promptly notify the Customer if it or any subcontractor is formally charged with an :wet defined as a "public enti(N crime" or leas been phiced on (lie Coln icted ),endor list, Ethics Clause By signing this Agreement, Company 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. 0 10- 1990. For breach or violation of this provision the Customer 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. VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LIST'S Company agrees and certifies compliance with the following: Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal,the company is on the Scrutinized Companies that Boycott Israel List,created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of$1,000,000 or more,that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Lists which were created pursuant to s. 215.473, Florida Statutes, or is engaged in business operations in Cuba or Syria. 4 As the person authorized to sign on behalf of Company,I hereby certify that the company identified above is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of $1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism List, or engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287.135, Florida Statutes, the submission of a false certification may subject company to civil penalties,attorney's fees,and/or costs. I fw1her understand that any contract with the County may be terminated,at the option of the County, if the company is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism List or been engaged in business operations in Cuba or Syria. Note: The List are available at the following Department of Management Services Site: S , fl,i( 11 � - "rd')m�wign/co ,, ,.. .......... .......... S el ) :�/vcriidoi 11 L it I Non-Collusion Affidavit Company by signing this Agreement, according to law on any oath, and under penalty of perjury, depose and say that the person signing on behalf of the firm of Company, the bidder making the Proposal for the project described in the Scope of Work and that I executed the said proposal with full authority to do so; the prices in this bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; unless otherwise required by law,the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly,to any other bidder or to any competitor-, and no attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition; the statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said prql'ect, Unicopt LL d/b/a Travel & Adventure Shows , J#rs Forberg Chief Operating Officer Title 05-30-2024 Date AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT FOR LABOR OR SERVICES Entity/Vendor Name: unicomm,LLC(dba Travel&Adventure Show) Vendor FEIN: 06-1512126 Vendor's Authorized Representative: James Forberg,Coo (Name and Title) Address: 284-C Quarry Road City: Milford State: CT Zip: 06460 Phone Number: 203-713-1076 Email Address: jforberg@unicomm.org As a nongovernmental entity executing, renewing, or extending a contract with a government entity, Vendor is required to provide an affidavit under penalty of perjury attesting that Vendor does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes. As defined in Section 787.06(2)(a), coercion means: 1. Using or threating to use physical force against any person; 2. Restraining, isolating, or confining or threating to restrain, isolate, or confine any person without lawful authority and against her or his will; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or service are not respectively limited and defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person; 5. Causing or threating to cause financial harm to any person; 6. Enticing or luring any person by fraud or deceit; or 7. Providing a controlled substance as outlined in Schedule I or Schedule II of Section 893.03 to any person for the purpose of exploitation of that person. As a person authorized to sign on behalf of Vendor, I certify under penalties of perjury that Vendor does not use coercion for labor or services in accordance with Section 787.06. Additionally, Vendor has reviewed Section 787.06, Florida Statutes, and agrees to abide by same. Certified By: James Forberg , who is authorized to sign on behalf of the above referenced company. James Forber D,gUlysig,bdbyJ--F°'berg Authorized Signature: g Dale.2024.07.12 1352 04-04'00' Print Name: James Forberg Title: Coo