07/17/2024 Agreement °,,I c°URJB'
Kevin Madok, CPA
5ts
cOUNSy 4 Clerk of the Circuit Court& Comptroller Monroe County, Florida
DATE: July 26, 2024
TO: Beth Leto, Airports
Business Manager, KWIA
FROM: Liz Yongue, Deputy Clerk
SUBJECT: July 17, 2024 BOCC Meeting
The following item has been partially executed:
I2 Commercial Sponsorship Agreement with Morale, Welfare& Recreation
Department, Naval Air Station (NAS)Key West in the amount of$50,000.00 in support of the
NAS Key West 2025 Southernmost Air Spectacular event to be held at the Naval Air Station
Boca Chica Field on March 29 & 30, 2025; to be paid from the Airport Operating Fund 404.
Please send us the fully executed version once it's received from the Navy. 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
MORALE, WELFARE & RECREATION DEPARTMENT
Naval Air Station, Key West
7686 Essex Circle, Key West, FL 33040
COMMERCIAL SPONSORSHIP AGREEMENT BETWEEN
MORALE, WELFARE & RECREATION DEPARTMENT AND
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CS/KW-MWR-AS FY25-010
28 MAY 2024
This Agreement is entered into by the Morale, Welfare and Recreation
(MWR) Division, Naval Air Station Key West, hereafter referred to as
"Fund, " and the Monroe County Board of County Commissioners,
hereinafter referred to as the "Sponsor. " The Fund seeks to promote
positive, healthy, and active participation in leisure and
recreational programs for service members and their families . In
consideration of the premises and mutual promises set forth herein,
the parties, intending to be legally bound, hereby agree as follows :
1 . Event. Fund agrees to conduct the NAS Key West Southernmost Air
Spectacular featuring the U. S . Navy Blue Angels, on March 29 & 30
2025, at Naval Air Station Key West .
2 . Fund Responsibilities . Fund will :
a) Provide adequate professional staff to plan, organize, promote,
conduct, and evaluate the event .
b) Support the Sponsor, in conjunction with the event, in the
following ways :
• Recognize the Sponsor as Presenting Sponsor ($50, 000)
• Provide endorsement disclaimer, as required by the U. S . Navy,
at the event and on all promotional materials distributed in
connection with the event .
• Provide Naming Rights and identify Sponsor in the name of the
event : 2025 NAS Key West Southernmost Air Spectacular Presented
by Sponsor name .
• Include Sponsor in social media promotion of the air show on
Facebook and Instagram platforms .
• Provide eight (8) Sponsor mentions throughout the 2-day event
by the air show announcer via the public address system.
• Include Sponsor advertisement in the Official Souvenir Program
and recognized on the sponsorship page . Advertisement specs :
Full page, color, back cover.
• Include Sponsor logo on the banners located at the main
entrances and Sponsor logo included on the speaker tower
banners . Banners provided and placed by Fund.
CS/KW-MWR-AS FY25-010 Page 1 of 6
• Display up to three (3) Sponsor banners (4' x8' max) throughout
the air show. Banner provided by Sponsor and placed by Fund.
• Include Sponsor logo on internal and external (on base and off
base) digital signage promoting the air show.
• Include Sponsor logo (large) with active hyperlink on the air
show website .
• Include Sponsor logo (large) on the printed 11"x17" promotional
poster distributed throughout Key West and the Florida Keys .
• Provide Sponsor with eighty (80) tickets to a private
flightline chalet with preferred seating at show center.
Viewing area include chalet tent, tables, chairs, catered lunch
from 11 a.m. - 2 p.m. and complimentary non-alcoholic beverages
throughout each day of the event. Private full-service bar
available within the corporate chalet. Tickets divided 50/50
for Saturday and Sunday unless otherwise requested.
• Provide Sponsor eight (8) VIP parking passes . Passes divided
50/50 unless otherwise requested.
• Provide Sponsor six (6) invitations to the Blue Angels Meet &
Greet Reception on 28 March 2025 from 6 - 9 p.m. at the
Beachside Hotel .
• Provide Sponsor six (6) invitations to the Flight Suit Social
on 27 March 2025 from 6 - 9 p.m.
• Provide Sponsor an exclusive ride experience to three (3)
people in a civilian aerobatic aircraft or in a Precision
Exotics car on the runway.
• Provide Sponsor with a display booth with a 10' x30' footprint
for demonstration of products/merchandise, distribution of
literature or sampling products (Fund approval required for all
samples) . Sponsor provides tents, tables and chairs .
• Present Sponsor with a custom framed air show poster with
commemorative coin inlay and one (1) commemorative coin at the
Blue Angels Meet & Greet Reception.
• Provide Sponsor with a fulfillment report following the air
show.
c) Fund installation point of contact: Emma Harlow, 305-293-2503,
7686 Essex Circle, Key West, FL 33040,
emma.e .harlow.naf@us ®navy®mil .
3. Sponsor Responsibilities. In exchange for promotional tie-ins with
the event, Sponsor will :
a) Sign Agreement and return to Fund no later than 31 July 2024 .
b) Pay the Fund $50, 00 . 00 by check, credit card or electronic funds
transfer no later than 1 January 2025 . Checks should be made
payable to Naval Air Station Key West MWR Fund.
CS/KW-MWR-AS FY25-010 Page 2 of 6
c) Provide the requisite disclaimer found in paragraph 12 of this
Agreement on all promotional or advertising materials that it
produces for and provides to Fund. Sponsor will seek Fund
approval of the materials prior to printing, providing, or
otherwise producing such materials .
d) Sponsor may not promote products that are illegal at the state or
federal level, including Cannabidiol (CBD) .
e) During the event and while on government property, the Sponsor
will not engage in sales negotiations, making sales appointments,
on-site sales, or any discussions regarding terms or conditions
of the purchase of its products . However, the Sponsor may provide
a voluntary sign-up for patrons at the event.
f) During the event and while on government property, the Sponsor
will refrain from obtaining personal contact information from
attendees without the knowledge and written consent of the
attendee .
g) The Sponsor will ensure that no prize, drawing, or other benefit
or service that may be provided to patrons by the Sponsor will be
contingent on a patron ' s purchase of services or having to agree
to have their personal information used in a manner inconsistent
with their wishes .
4 . Trademark License. Sponsor grants the Fund a royalty-free, non-
exclusive license to use and display the trademarks associated with
the Sponsor' s products . Such use shall be limited solely to the
duration of the sponsorship of the events and any advertising or
promotional activities relating thereto. The use of Sponsor' s
trademarks or company name will not be used in a way which would
cause any person to reasonably infer, or would otherwise convey the
impression, that the Fund and Sponsor are in any way affiliated
with, or otherwise acting on behalf of one of the other
parties . Sponsor and Fund acknowledge that the provisions of this
paragraph do not convey to either party any right, title or
ownership interest in any trademarks . Except as expressly provided
herein, neither the Sponsor nor Fund shall have the right to use in
any way the commercial or trade name, trademark (s) , service mark (s) ,
logo (s) , or other identification of the other party without their
prior written consent.
5. Disputes, Termination and Damages: This Agreement shall be effective
from the date of execution through the end of the aforementioned
event.
a) Disputes. Except as otherwise provided in this Agreement, any
dispute or claim concerning this Agreement which is not disposed
of by consensus among the parties shall be decided by the Fund
Representative signing this document, who shall state his/her
decision in writing and mail or otherwise furnish a copy of it to
CS/KW-MWR-AS FY25-010 Page 3 of 6
the Sponsor. Within 30 days from the date of receipt of such
copy, the Sponsor may appeal by mailing or otherwise furnishing a
written appeal addressed to the Installation Commanding Officer.
The decision of the Installation Commanding Officer shall be
final and conclusive provided that the Sponsor shall be afforded
an opportunity to be heard and to offer evidence in support of
any appeal under this clause . Pending final decision on such a
dispute; however, the Sponsor and Fund shall proceed diligently
with the performance of this Agreement.
b) Termination for Default. The Fund, by written notice, may
terminate this Agreement in whole or in part for failure of the
Sponsor to perform any of the provisions herein. In such event,
the Sponsor shall be liable for damages, including the excess
cost of procuring similar supplies or services, unless it is
determined that (i) for any reason the Sponsor was not in
default, or (ii) Sponsor' s failure to perform was outside its or
its subcontractor' s control, fault or negligence, in which case
the termination must be deemed to be a termination for
convenience . The term "subcontractor, " as used in this clause,
means subcontractor of the Sponsor at any tier.
c) Termination for Convenience. The Fund, by written notice, may
terminate the Agreement in whole or part when it is in the best
interest of the Fund. The Sponsor and the Fund may agree to a
schedule of payments in those cases where the Agreement must be
terminated due to cancellation of the Events by the Commanding
Officer or higher authority for any reason. Such agreement shall
be added to this Agreement at the end thereof as an amendment. If
no such agreement is reached, Sponsor is not entitled to any
damages due to the cancellation of this Agreement. In lieu of
damages, Fund and Sponsor may agree to apply any funds or in-kind
services to an upcoming MWR program or event in accordance with
Section 7 below. However, if such agreement is not reached, any
goods, services or funds already committed to or received by the
Fund, shall remain the property of the Fund.
6. Independent Contractor. Sponsor and Fund shall be and act as
independent contractors, and under no circumstances shall this
Agreement be construed as one of agency, legal partnership, or joint
venture of employment between Fund and Sponsor. None of the
personnel under contract to, employed by, or volunteering for Fund
shall be deemed in any way to have any contractual relationship with
Sponsor whatsoever. Fund shall be solely responsible for the conduct
of its employees, personnel, and agents in connection with their
performance of Fund' s obligation hereunder.
7 . Force Majeure. No party shall be responsible for events beyond its
reasonable control, such as acts of God, weather delays, government
CS/KW-MWR-AS FY25-010 Page 4 of 6
restrictions, military operations and exercises, security alerts or
unforeseen commercial delays . If the event is postponed due to
inclement weather or other conditions beyond the Fund' s control, it
may be rescheduled for another time . The Sponsor shall then be
entitled to, and Fund agrees to give Sponsor, all of the advertising
and sponsorship rights set forth herein at no additional charge to
Sponsor.
8 . Liability of Officers and Directors. Fund acknowledges that this
Agreement is an obligation of Sponsor, and agrees that no personal
liability shall extend to any officer, director, member, agent or
employee of Sponsor. Sponsor acknowledges that this Agreement is an
obligation of Fund, and agrees that no personal liability shall
extend to any officer, director, member, agent or employee of Fund.
9. Notices. All notices required or permitted hereunder shall be
deemed duly given if sent by certified mail, postage prepaid,
addressed to the parties as follows :
If to Sponsor: If to Fund:
MONROE COUNTY BOARD OF COUNTY
COMMISSIONERS MWR DEPARTMENT
ATTN: BETH LETO ATTN: EMMA HARLOW
3491 S . ROOSEVELT BLVD. 7686 ESSEX CIRCLE
KEY WEST, FL 33040 KEY WEST, FL 33040
10 .Assignment. This Agreement is not assignable in whole or in part by
any party hereto in the absence of the prior written consent of the
other party.
11 . Entire Agreement. This Agreement contains the entire understanding
between the parties hereto relating to the subject matter contained
herein and supersedes any and all prior agreements, arrangements,
communications, or representations, whether oral or written. This
Agreement may not be amended, altered, modified or changed except
when approved in writing and signed by both parties hereto. Sponsor
and Fund agree that minor administrative changes that do not
substantively impact the promotional benefits offered and received
do not need to be addressed via a future written modification.
These include, but are not limited to, event changes related to,
dates, names, venues, etc. The Fund agrees to notify the Sponsor of
such changes in advance to allow sufficient time for any
adjustments needed by Sponsor to provide required in-kind
consideration.
CS/KW-MWR-AS FY25-010 Page 5 of 6
12:.Disclaimer. Approved.disclaimer for print: "The Department : of the
Navy does not endorse any company, sponsor or their products or
services" . Approved disclaimer for:digital media': "No Navy
endorsement implied"
13.Costs of Agreement. Sponsor by .signing this Agreement acknowledges
that its costs of the. sponsorship has not and will not be charged
to any part :of the Federal Government
IN WITNESS WHEREOF, the parties hereto have : caused this Agreement to
be executed.
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