HomeMy WebLinkAboutItem D7 D7
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE Mayor James K.Scholl,District 3
The Florida Keys Mayor Pro Tern Michelle Lincoln,District 2
Craig Cates,District 1
David Rice,District 4
Holly Merrill Raschein,District 5
Board of County Commissioners Meeting
January 15, 2025
Agenda Item Number: D7
2023-3272
BULK ITEM: Yes DEPARTMENT: Tourist Development Council
TIME APPROXIMATE: STAFF CONTACT: Kara Franker
N/A
AGENDA ITEM WORDING: Approval to pay for expenditures incurred by 3406 North Roosevelt
Boulevard Corporation d/b/a Visit Florida Keys (VFK) for Bandwango, Inc. for visitor experience
services and Florida International University Board of Trustees for sponsorship of the South Beach
Food and Wine Festival. Approval to waive the purchasing policy requirement to obtain price quotes
for services with Bandwango, Inc. is also sought. These agreements were previously contracted by the
public relations agency of record which are now transitioned to and handled by VFK.
ITEM BACKGROUND:
Approval is requested to process payment for costs incurred under agreements that Visit Florida Keys
(VFK) has with Bandwango, Inc. and Florida International University (FIU) Board of Trustees.
Approval to waive the requirement to obtain price quotes for Bandwango, Inc. is sought as this
licensing program has been previously implemented through the public relations agency of record. This
program is now being continued, directed and handled under VFK supervision. Price quotes for the FIU
sponsorship agreement are not needed as this is for sponsorship of the South Beach Food and Wine
Festival.
These Agreements are under the supervision and direction of VFK.
The VFK Board members have authorized and approved for VFK to enter into contracts as needed for
the transition of agency of record services which includes visitor experience builder pro license with
Bandwango, Inc. and sponsorship agreement for South Beach Wine and Food Festival with Florida
International University Board of Trustees
PREVIOUS RELEVANT BOCC ACTION:
On June 16, 2021, the BOCC approved the Agreement with 3406 North Roosevelt Boulevard
Corporation d/b/a Visit Florida Keys for operating an executive office for tourism promotion in
accordance with Monroe County Code Sec. 23-199(d) and(e).
INSURANCE REQUIRED:
891
No
CONTRACT/AGREEMENT CHANGES:
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Bandwango Agreement - Signed.pdf
Draft SOBEWFF Agreement.pdf
FINANCIAL IMPACT:
Line Item Number 115 75038
892
bandwanp,
Partnership Agreement
Experience Builder - Pro
1
Organization Legal Name: 3406 North Roosevelt Boulevard Corporation d/ b/
a Visit Florida Keys
Effective Date: September 30, 2024-September 29,2025
Pricing
Annual Experience Builder SUBTOTAL
Pro License $10 788.00
Descirliption 11-tern Quantity lPirlice
Access to All Standard Experfience IBuiilldeir $10,788,00 1 Unit $10,788.00
Featuires Including:
- Unlimited 11:'ree IPassport Creation (You
create)
- Unlirnited I[:-ree IPassport Creation (We
create)
•GPS Check In&Challenges
•GamiNcation with Rewards(With Prize
Fulfillment)
2 894
Descirlip-don Iftem Quainfirty lPirlice
-Offers, Discounts,arid Coupons
Access-to Advanced IExpeirlience lBuillideir
Features Including:
•Quizzes
•OR Code Check IIns
•Social) Sharing
• Unregistered Mobile Pass I inks
Included Managed Services:
-Offers, Discounts,and Coupons- Dedicated
Account Support
-Client Support via Phone, 'next, Emaiill,and
Chat.
- Merchant Support via 11"hone, Fext, Emaiill,and
Chat.
•I Paid Passport Creation (Mainaged Service)
• IManaged Accounting& Merchant Services
• Banner Ads
Ilinclluude Il airlIketling Services
- E.'rnaH and 'text Messaging Services
Optionall Offeirlings and IRates
- IPaid Passport Commissions: U0%on aIll
transactions,inclludes credit card processing
fees(Salles through c1lients Website).
AppIlicable for paid passports only.
-IPaid Passport Distribution(Optiionall): 25%on
allll transactions,includes credit card
processing and distribution fees(e.g,,
Groupon,Viiator).Applicable for paid
passports orilly.
E.:maill and 'next Messaging Services: Includes
Dashboard UIRI and opt out text. $10 set up
per campaign, pllus $.02 per message sent.
-Garniffication wiith Prize Fullfillment: Design,
order and shipping Pass holder reWards.10%
on allll transactions, inclludes shipping,
New Company Set-Up Fee(One- $1,000.00 1 Unit $1'000.00
Time)
3 895
Special Notes:
Payment Terms: An invoice for 5 months (September 2024-January 2025)will be sent to Newman PR to
the attention of Ashley Serrate at ashley@newmanpr.com. An invoice for 7 months(February 2025-
August 2025)will be sent to Florida Keys& Key West to the attention of Kara Franker at kara@fla-
keys.com and Heidi Barfels at heidi@fla-keys.com.
This Order Form, including the Standard Terms &Conditions set forth at the provided hyperlink
https://www.bandwango.com/legal/terms-and-conditions or attached hereto,which are expressly
incorporated herein by reference (the "Terms"and collectively with the Order Form,this "Agreement") is
made and entered into as of the Effective Date (as defined below) by and between Bandwango, Inc.,a
Delaware Corporation ("Bandwango") and ("Partner"and together with Bandwango,the"Parties"or
"parties"and each a "Party"or"party"). By signing this Order Form,each Party is expressly indicating
acceptance of this Order Form and the Terms.
Addendum
VFK Contract
Terms and Conditions
3406 North Roosevelt Blvd. Corporation d/b/a Visit Florida Keys (herein after VFK or Customer) and
Bandwango, Inc. (herein after"Bandwango"or Company) agree as set forth below.
VFK and Bandwango hereby enter into this addendum to the Partnership Agreement with Bandwango, Inc.
(Agreement). and agrees to the following:
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The Agreement includes and incorporates the Partnership Agreement and this Addendum.
VFK is a not-for-profit corporation that supports the Monroe County Tourist Development Council and is
funded in part by the Monroe County Board of County Commissioners(County).
The following provisions are required by law and policy.
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 VFK 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 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 an auditor employed by VFK,the County or the Clerk 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 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 prohibits discrimination on the
basis of race,color or national origin;2)Title IX of the Education Amendment of 1972,as amended (20
USC
5 897
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.
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.VFK and
Company 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.
Non-Waiver of Immunity:Notwithstanding the provisions of Sec.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.
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 VFK and the Company 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 VFK in his or her individual capacity,and no
member,officer,agent or employee of VFK 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 S-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
6 898
utilize the U.S. Department of Ho -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
Non-Collusion Affidavit-Company by signing this Agreement,according to law on my 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 VFK
and Monroe County relies upon the truth of the statements contained in this affidavit in awarding
contracts for said project.
Agreed by Client Success Manager,Bandwango,Inc. V=.,u4 Aaz&i- s
® r
Board Chair
IDiaine Schimidt1 /1 ; ,
ndf
1131raindy Hastings 12/12/2024
Client Success Manager
899
Contact Us
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SOUTH BEACH WINE&FOOD FESTIVAL'
----. PRESENTED BY
The Florida Keys and Key West/Visit Florida Keys �IU
SPONSORSHIP AGREEMENT
Sponsor: The Florida Keys and Key West/Visit Florida Keys
Address: 2140 S.Dixie Hwy,Suite 209,Miami, FL 33133
The Florida International University Board of Trustees,a charitable governmental unit a41r9for Federal t tion pursuant
to Internal Revenue Code("I.R.C.")section 115(1) ("FIU"), as administrator and co-prod he Food Network So h Wine&
Food Festival presented by Capital One (collectively, the "Festival"), thanks Spon s commitment as a Bronze of the
2025 Festival. This Sponsorship Agreement(the"Agreement")shall commence a ast date signed below(the"Effective nd
shall continue through and including May 1,2025, unless otherwise terminated t to the terms eof. In consideration of th n
outlined herein,the parties agree as follows:
I. SPONSOR'S CONTRIBUTION(please put N/A if not applicable):
A. Cash Contribution: $8,000 Paym ate: August 1,2024
B. Total Contribution': $8,000
II. SPONSOR'S SPONSORSHIP BENEFITS(please put
A. Level:Sponsor will be recognized as a Bronze sp of the
B. General Festival Recognition: Sponsor will recei d level to a welcome banners at the Grand Tasting
Village.
C. Participating Event(s):
2Event #of Working
e: Event Recognition:
Appendix#: A11111111111%111Credentials:
A DragAW 3011, 1 Supporting Sponsor N/A
*The above-listedjW shall each be individually as a t"and collectively as the"Events."
III. TERMS AND CON In add'' ppendices and opportunity appendices, as applicable (each, an
"Appendix"and collectiv ices"),Sponsor's in ment with the Festival shall be governed by the following terms and
conditio
1. s
Benefit Packag estival w ith Sponsor to create a customized package of hospitality benefits from a variety of
Festival-provided o hat includ ets (at retail prices, plus tax) to relevant Festival events valued at an amount not to
exceed six percent( Sponsor's Cash Contribution("Ticket Credits"). Seated events,such as the Tribute Dinner,will not be
included in the Benefit ge. Ticket orders should be placed with the Festival's internal Ticketing Manager and Ticket Credits
hould be redeemed n as possible to ensure availability of first choice; exact ticket allocations are subject to availability.
fl w ... UaIlLlar 11
w .7 0 0 7, � 7 ' a.
a�a orderswM sells°a� � �a lla�a°uu�. au�a.cuma,;.cum ..°umu� a„
B. Purchase ional tickets, including for seated events, may be purchased at cash value by wire transfer, check or
c d, su applicable 7%Florida Sales Tax. All ticket orders are subject to availability.
C. Dis kets shall be distributed until Sponsor's Cash Contribution under section I, Sponsor's Contribution, on page
1 of thi ent("Cash Contribution"),has been paid in full,all elements of Sponsor's activation plan and design are approved
1 The Total Contribution is provided to the Festival in exchange for Sponsor's participation in the 2025 Festival and is the basis for Sponsor's benefit level.
2 The Appendix for each above-listed Event and/or Opportunity(as applicable)is attached to the back of this Agreement(under the related Appendix#)and
is hereby incorporated by this reference. Sponsor acknowledges,understands and agrees that,in addition to the terms of this Agreement,the terms outlined
in each Appendix shall govern Sponsor's involvement in the related Event and/or Opportunity and Sponsor agrees to abide by the terms outlined therein.
Page 1 of 11 INITIALS:
901
Food Network South Beach Wine&Food Festival presented by Capital One February 20-23,2025
and,if applicable,Sponsor has submitted all required inventory shipping forms. Subject to the foregoing requirements,tickets
will be distributed 2-3 weeks prior to the Festival.
2. Working Credentials
The Festival provides credentials for operational working personnel directly related to the activation of Spon s footprints for the
day(s)and Events that Sponsor has a Festival approved activation,footprint or build out. For example,executive es personnel are
not eligible for operational working credentials and must be ticketed. Terms related to Sponsor's receipt of a ntials are as follows:
A. Sponsor will receive credentials for working access to each Event in the amount specified on t page of this Agreement.
Sponsor acknowledges that such working access does not grant the bearer a seat at any s ;seats are reserved for
ticketed guests.
B. All credentials for set up and breakdown personnel are included within this allocation 11 ntials t r;the Festival will
not allocate separate credentials for set up and breakdown personnel.
C. IMPORTANT NOTICE: CREDENTIALS ARE ISSUED ON-SITE AT THE FES NO CREDENTIAL E ISSUED
UNLESS ALL AMOUNTS LISTED UNDER SECTION I, SPONSOR'S CONT ARE PAID IN FULL.
D. No person shall be granted access to the Event site without a valid crede cket.This requirement will be st rced.
All workers, including those assisting with load-in and set-up, as well ivate photographer,videographer or o ia-
type personnel working directly for the Sponsor, must visibly displ id credential a times beginning on Wed day,
February 19,2025.
E. If Sponsor desires to utilize a photographer and/or videographer nsor's o oses (e.g., to document Sponsor's
activation), such photographer(s)and/or videographer(s)will not be co t ss and must utilize Sponsor's tickets
and/or credentials to gain access to the Event; Festival shall not per access. Additionally, Sponsor must fill out
the appropriate form(link provided below)to notify the Festival of such plans ,February 7,2025.Sponsor is responsible
for communicating Festival's photo/video/filming es outlined on the form ch photographers/videographers.
PhotographyNideography: htt s://c or /forms/2025 so to-video ermission-form/
F. Additional credentials (over and above Sponsor a be available a be requested prior to the Event.
whether for purchase or otherwise. ��llllllluu�„„.. the a Sponsor acknowledges that the Festival ility of credentials for any reason,
is not res le fora V ntee
3. Press
A. Press Registration. All p ° for access t al through the Festival's Public Relations department no later
than Monday, Januar ewff.or /me ss-access/). Due to legal guest capacity and/or inventory control
limitations, Festival ave guest registration a not provide access to any members of the press or other guests,
unless they have eviously appr nd ticketed or tialed by the Festival.
B. Press Acces onsor desires to tickets and/or cr 'als to invite press to cover the Festival, Sponsor must submit
the press na a Festival's P for for oval no later than Monday,January 20,2025. Sponsor must
receive the Fe proval y, due to the Festival's overarching policies regarding filming of
content at Festiva I ideo/filming acc s are subject to the Festival's review and approval.
C. Attending Media Lis . media list shall be released ten(10)days prior to the start of the Festival.
4. MANition
f this Agree ' "' ecuted day, November 1, 2024, and Sponsor has timely submitted its logo to the Festival per
paragraph 8 (Lo S onsor nowled ement Guidelines) of this Agreement, Sponsor will receive the following
recognition in the a ages of th icial Guide to the 2025 South Beach Wine&Food Festival:
1. Logo recognition listing,as appropriate,as determined by the Festival)on the sponsor acknowledgement page.
2. Logo recognition listing,as appropriate,as determined by the Festival)on the event-specific pages for the Event(s) listed
above.
tival will secure ortunity for Sponsor to purchase an ad in the Official Guide to the 2025 South Beach Wine & Food
I at a disc he published rack rate. See Exhibit A attached hereto for details. If the attached Exhibit A is from last
y tival ated Exhibit A will be available by September 1,2024.
C. Spo ne listing(as appropriate,as determined by Festival)will appear with logos or line listings of all major sponsors
in one "thank you" advertisement running the weekend of the Festival in a newspaper publication of major circulation
such as Th iami Herald.
D. Sponsor will receive recognition (logo or line-listing as appropriate, as determined by Festival) in select print advertising in local
and national publications.
E. Sponsor will receive recognition(logo or line-listing as appropriate,as determined by Festival)in select print promotional materials
distributed to local, national and international media.
Page 2 of 11 The Florida Keys and Key West/Visit Florida Keys INITIALS:
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Food Network South Beach Wine&Food Festival presented by Capital One February 20-23,2025
F. Sponsor will have the opportunity to produce press releases promoting its participation in the Festival, however all such press
releases must be approved in advance by the Festival.All approved press releases shall be housed on the Festival's website in
the press room.
5. Electronic Recognition
A. Sponsor's logo(or line listing,as appropriate,as determined by the Festival)will appear on the following page Festival's website,
with a link to the Sponsor's website:
• Sponsor Level: Bronze
• On the event-specific pages for the Event(s)listed on the front page of this Agreement, if
B. Sponsor's logo or line listing,as appropriate,as well as Sponsor's contribution of a mutual) uction item, if any,will
be placed on the Festival's Online Auction website pursuant to the terms outlined througJ1 h Agre d at any one of the
following sites:
• The Holiday Online Auction,taking place from mid-November 2024 through ecember 2024.
• The Main Online Auction,taking place from February 2025 through Marc
C. Any logo recognition and link will remain on the Festival website from the E ate of this Agreement until Ma
6. Gifting. If Festival produces a pre-stuffed gift bag, Sponsor may receive wing gifting op pities:
A. Trade Da Gift Bag Inclusion—the opportunity to include a al item or sa a included in a minimum of 511111000
Y 9 pp Y P
Trade Day gift bags distributed to attendees.
B. Grand Tasting Gift Bag Inclusion — the opportunity to include a n or sample to be included in all 12,000
Grand Tasting gift bags distributed to attendees.
C. VIP Gifting Inclusion—the opportunity to provide a premium corporate pro item to be included in all 200 VIP gift bags
distributed to visiting VIPs, media and chefs, if e. A minimum value o per each individual promotional item is
required. This will be Sponsor's opportunity to ncers"but also in era to new products or services and
motivate them to make purchases from Sponsor fu
Weight and size restrictions will apply. Limited place pportuniti materials (e.g., pamphlets, promotional
literature or brochures) are strongly discouraged. Whe poss' rated uld be produced using 100% recycled
materials,and they should not excee 2)ounces in we 11 Tonal/gift items s ould not exceed eight(8)ounces in weight.
All items must be approved' estival no lat nday,January 13, 2025.
7. 2025 Festival Auctions sor will hav opportunity to to a mutually agreed upon auction item to one of the Festival's
Online Auctions. Spo go or line listin appropriate,as ined by the Festival, as well as a full description and photo of
the Sponsor's auc' will be placed or more of the F ,s Online Auction websites during these time frames:
A. The Holiday uction will to ber 4 through mid-December 2024.
B. The Main Onlin will to ough March 2025.
Festival warrants and re Online and Silent ns will be conducted in accordance with applicable law, including but
not limited to the auctioning at contain alcohol content.
8. Acknom lent Guidelines
All recognition ceived b r in accordance with this Agreement, including but not limited to Electronic Recognition
and Print&Medi ition,sh!lfl bject to and in accordance with these Guidelines.
B. The Festival shall b d to reject logo submissions which do not adhere to the requirements outlined herein,without any
further liability to the I.
Sponsor must complet ponsor Brand Marketing Form (which includes Sponsor's logo submission)within two(2) business
ays after executio his Agreement. The form can be found here: httLs-.//corLorate.sobewff.org/forms/2025-sobewff-
ar mar orm/. Within two(2) business days after the Festival's receipt of the Sponsor's completed intake form,
is logo r on benefits will be included in all applicable formats which are still available to Sponsor(i.e., website
re o ctronic recognition). Sponsor will not receive any such benefits until the Agreement is finalized and the
comp nd logo) are received by the Festival. Sponsor acknowledges that Festival shall not be obligated to provide
recogniti efits to Sponsor for which recognition deadlines have already passed. Any requested logo changes by Sponsor
submitted t the Festival after Friday,January 3,2025 will not be guaranteed to be used for printed materials.Any reprinting costs
associated with a Sponsor's logo change shall be the sole responsibility of the Sponsor.
D. Sponsor shall utilize the following pre-approved verbiage when acknowledging their sponsorship of the Festival:
1. "A proud sponsor of the Food Network South Beach Wine&Food Festival presented by Capital One."
2. "[Sponsor]is honored to support the 2025 Food Network South Beach Wine&Food Festival presented by Capital One."
3. "[Sponsor]is honored to support SOBEWFF®."
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Food Network South Beach Wine&Food Festival presented by Capital One February 20-23,2025
4. "[Sponsor]is honored to support the 2025 South Beach Wine&Food Festival®."
9. Festival Licensing Rights
A. Grant of Rights.
1. Festival Marks. Festival shall provide Sponsor with the limited, non-exclusive, right to use Festiva arks and logos, as
provided to the Sponsor by the Festival ("Festival Marks") on a royalty-free basis, in promotions ising and website
identification for the purpose of Sponsor leveraging its sponsorship position. Sponsor must obt ' rior written approval
of Festival as to all proposed promotional,advertising,identification or other materials prep ponsor pursuant to this
paragraph prior to their publication, circulation,or display. Sponsor shall place the indici "TM"next to each use of
any Festival Mark. Sponsor will not use Festival's Marks for any purpose other than th is Agreement.
2. Sponsor Marks.The Festival shall have the limited, non-exclusive right to use Spo adem logos,as provided
to the Festival by Sponsor("Sponsor's Marks")on a royalty-free basis for the excl urpose of i ting the various
sponsorship benefits set forth in this Agreement, including, but not limited roviding Sponsor wi ecognition in
promotions,advertising,website identification or other Festival-related m The Festival will not us is Marks
for any purpose other than those set forth in this Agreement.
B. License Duration. This limited license is granted for the duration 2025 Festival or as otherwise spe this
Agreement. All rights and privileges granted to each party by this limi se shall immed' ely expire on the date of a tion
or earlier termination of this Agreement.
C. Goodwill. Sponsor and the Festival recognize the great valu goodwill ted with each party's intellectual
property. Each party acknowledges that the other party has an irate int ' d protecting the image and reputation
of its respective intellectual property, and that the other party's intellectu t be used in a manner consistent with the
standards established by that party.
D. No Assignment. This limited license and all ri and duties hereunder a al to Sponsor and shall not, without the
written consent of the Festival, be assigned, licensed or otherwi tiered or transferred by Sponsor or by
operation of law.
E. No Joint Venture. This Agreement does not aut Spon ess under t of"South Beach Wine & Food
Festival" or "Florida International University" or a me similar °m. nter in any contracts or agreements of any
type in the name of, or on behalf of any of these p The Sp to state or simply imply, either directly
or indirectly,that Sponsor or its activities,other than nt mited licens rmitted herein,are supported,endorsed or
sponsored by the Festival a direction of the II issue express disclaimers to the effect. Nothing herein shall
be construed to place th ationship of p or joint venturers,nor shall any similar relationship be deemed to
exist between them.
10. Product Inventor
A. Sponsors w he Festival'sin v s to ship pr o the Festival warehouse must adhere to the comprehensive
inventory rule ulations roduct Inventory and Shipping Rules")including, but not limited
to,Sponsor's obli
1. Complete ands estival an Inventory Summary Sheet,to be provided by Festival,documenting the specific items
cription an that Sponsor is sending to the Festival warehouse.
box or p to shipping,a Festival-provided shipping label.
Ship i within th I-assigned shipping window. Festival is not responsible for any products shipped outside of
the shippin .In addi sor agrees to pay a one hundred dollar($100.00)fee per box(or max of a five hundred
dollar($500.0 er pallet) shipped outside the indicated shipping window. The aforementioned shipping fee shall
be paid prior to a of the ponsor's boxes/pallets.
4. Adhere to the retu pping process in the Product Inventory and Shipping Rules. Festival is not responsible for products that
are shi ed outsi he return shipping process.
PP pp g
11. 0 isions
A. ity es. The Festival shall notify Sponsor of all deadlines for any "opportunity" outlined in this Agreement
(incl dices)which does not provide a clear deadline. Deadline notices shall be provided to Sponsor in writing,which
may in ail. All opportunities must be accepted or rejected by the deadline provided, or Sponsor risks losing such
opportunit .
B. Preferred Vendors. Festival will provide access to preferred decor/activation and catering vendors, which can be found here:
https:Hsobewff.org/vendors.
C. Exception to Exclusivity. The Festival's title partner Food Network shall retain the right to display any Food Network branded
elements within Sponsor's footprint(s)regardless of category exclusivity.
D. Confidentiality.
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1. Sponsor agrees to keep confidential the terms of this Agreement(including, but not limited to, financial terms) and not to
reveal such terms to any third party that is not under Sponsor's common ownership and control,with the exception that(i)
disclosure of the terms hereof to Sponsor's legal and financial advisors shall not be a breach,provided that such advisors are
expressly made aware of and agree to be bound by this confidentiality agreement,and(ii) Sponsor shall be entitled to make
disclosures to the extent required by law or appropriate court order. Notwithstanding the foregoin Sponsor may make
incidental reference to the fact that it has entered into this Agreement to the limited extent n to activate the
sponsorship benefits conferred herein.
2. The Festival agrees to keep confidential the terms of this Agreement and any of Sponsor's info provided to the Festival
and the Festival shall not reveal such terms to any third party,with the exception that(i)th shall be entitled to make
disclosures to the extent required by law or appropriate court order, and (ii) such i I only be considered
confidential to the extent permissible pursuant to law. Notwithstanding the fore e Fe y make incidental
reference to the fact that it has entered into this Agreement to the limited extent nec to activate sorship benefits
conferred herein.
E. Public Records. The Festival is subject to applicable public records laws as by provisions of Flori s Chapter
119,and the Festival will respond to such public records requests as require aw. This provision shall survi iration
or earlier termination of this Agreement.
F. Loss/Theft. Sponsor is solely responsible for the security of all goo rty,equipment aterials,product or any o ems
("Sponsor's Property")that it or its contractors, agents,or other r atives bring to tival. The Festival shall have no
obligation or liability whatsoeverfor any loss,misplacement or the sor's Prop
G. Compliance with Applicable Laws&Permits. The parties shall co all le federal, state and local laws, rules,
regulations and ordinances,and all other governmental requirements,in r this Agreement.Sponsor acknowledges
and agrees that Sponsor has and will at all times maintain and comply wi ions of all applicable governmental permits,
licenses,consents,and approvals necessary to pe its obligations under thi ent. The Festival agrees that it will obtain
in advance all state and local event permits an the Festival is requi tain to conduct the Event(s), including
all alcohol beverage permits or licenses.
H. Alcohol Beverage Law Representations. Vi^
1. If Sponsor is supplying and/or serving alcohol ing beer, s),Spo or,warrants,represents and agrees
with the following statements:
i. This Agreement is entered into solely for the in romotional described herein and that Sponsor's rights
under this Agree o way condifio greement or understanding that any person,firm or company
affiliated with d to the Festi a required to purchase or sell any alcohol beverage produced,
sold, offere e,or se Sponsor,or from purchasing, selling, or serving any competing products. By
entering' Agreement, sor does not a xpect,or intend to induce the purchase of any alcohol beverage
prod d or offered for y Sponsor.
ii. S as no agreeme ohol bevera it licensee related to or respecting this Agreement.
iii. All ti d as set f ous events are for the benefit of the Festival only.
iv. Any alc ed on si a ed by the Festival in advance and must be distributed by Southern
Glazer's s of Florida.
m onsor ackn that any and all alcohol beverages donated in connection with the Event(s)that remain unused
IIId of the shall be immediately disposed of by Sponsor and/or removed from the Event Location(s)within
d break ,as detailed in the appropriate Appendix.Absolutely no alcohol beverages may remain at
the ation afte igned breakdown time. Should the Sponsor wish to keep any unused product at the
conclusi Event,it esponsibility of the Sponsor to make arrangements in advance for any unused product
to be remo m the site within the assigned breakdown time, and to clear those prior arrangements on site with the
Festival's S Coordinator. The Festival has no responsibility or liability to the Sponsor for any unused product once
the Event ha hided.Festival policy does NOT permit the solicitation of on-site sales b an and all Festival sponsors-,
p Y p Y Y
no cash an activity will be permitted at any time.
he Festival r is that no monies paid for the sponsorship rights identified in this Agreement are intended to be or will
assed a Festival to any alcohol beverage retail licensee as an inducement to any such retailer to purchase any
e produced, sold or offered for sale by Sponsor, nor will any such monies be used to defray any costs that
a beverage retailer would incur in the conduct of its business, including, but not limited to, the purchase of
adve g. The Festival further represents that it is not a licensed retailer of alcohol beverages and that no money paid by
Sponsor shall directly or indirectly be paid to a retailer of alcohol beverages.
I. No Third Party Rights. This Agreement does not and is not intended to confer any rights or remedies to any party other than the
parties to this Agreement. Sponsor acknowledges that no branding or benefits relating to the Festival shall be made available to
any entity other than Sponsor,except upon the Festival's advance written approval.
J. Indemnification. Sponsor shall indemnify, defend and hold harmless the Festival, FIU, its Board of Trustees, the Florida
Board of Governors, the State of Florida, and their respective directors, officers, agents and employees, from and against any
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and all damages, losses and all claims, counterclaims, suits, demands, actions, causes of action, setoffs, liens, attachments,
debts,judgments, liabilities or expenses including,without limitation,attorney's fees and legal costs, by reason of any claim, suit
or judgment arising or alleged to arise from, or relating to: (1)any breach by Sponsor of any term or provision of this Agreement;
(2)any negligent acts or willful misconduct of Sponsor, its employees, agents, representatives, contractors,or subcontractors;
or (3) any claim or liability involving fraud, misrepresentation, patent, copyright, trade secret, or trad ark infringement in
connection with Sponsor's Marks, product(s)and/or service(s),as applicable.
K. Governing Law. This Agreement shall be construed and governed in accordance with the laws of e of Florida and any
dispute arising hereunder shall be resolved in the State courts located in Miami-Dade County, Flo
L. Payment. All payments due from Sponsor, if any, as outlined on the front page of this Agre all be in the form of wire
transfer, checks,or credit card payments made payable to"Florida International Universi due on or before the
Due Date listed on the front page of this Agreement. Sponsorship payments are no able. nsor fails to make
payment by the Due Date,Sponsor agrees to pay a late fee in the amount of three per /o)of Spon h Contribution.
Additionally, should Sponsor fail to make payment prior to the start of the 20 stival, Sponsor shal ermitted to
access the 2025 Festival or any Festival Event(s), including those for whic volved, until payment i d by the
Festival. If the Festival and/or any applicable Festival Events)conclude a Festival receiving payment nsor,
Sponsor agrees to reimburse the Festival for all costs incurred by the F elated to Sponsor and for all markets ity
benefits received by Sponsor.
M. Failure to Make In-Kind Contribution. If Sponsor is making an In ntribution,if an tlined under section I"Sponsor's
Contribution"on page 1 of this Agreement("In-Kind Contribution" , onsor fails such In-Kind Contribution prior to
the start of the 2025 Festival, Sponsor shall not be permitted to ac 202 al or any Festival Event(s), including
those for which it is involved, until the In-Kind Contribution is receive al. If the Festival and/or any applicable
Festival Event(s)conclude without the Festival receiving the In-Kind Contr om Sponsor,Sponsor agrees to reimburse
the Festival for all costs incurred by the Festival r d to Sponsor and for all /publicity benefits received by Sponsor.
N. Notices. Any notices to be made hereunder a in writing and sh t by hand delivery, email, overnight
courier or certified United States mail, return rec ostage prepaid. y may,by notice to the other party
as provided herein,change the address to which s or p ter shall be
Notices to Sponsor shall be sent
The Florida Keys and Key West I Visit F Ke
1201 White St re West, FL 33
Attn: Kara Fr EO
Phone:30 52; E a(cDJla-
NotiQA a Festival shall nt to:
F ternational Univ
c/o ach Winu�u
2105 'Av mi,FL
Attn:Ash .Director,Festival Program Administration,South Beach Wine&Food Festival®
one:305 ;Email:ashapiro@fiu.edu
aiver& ts. Th of either party hereto to insist in any instance upon the strict performance of any
provision of this ent or to any election contained herein shall not be construed as a waiver or relinquishment for
the future of such nor elec o waiver, modification or amendment by any party shall have been deemed to have
been made unless e d in writing y such party.
Severability. In the a at any provision of this Agreement shall for any reason be held to be invalid,illegal or unenforceable
in any jurisdiction,suc ision shall be ineffective as to such jurisdiction solely to the extent necessary to render such provision
id, legal and enfor and without invalidating or affecting the remaining provisions hereof or affecting the validity, legality
orceability of rovisions in any other jurisdiction.
Q. ange Majeure. The parties agree that if the Festival or any of its event(s) is postponed or canceled by the
Fes health and/or safety concerns or if either party is delayed or is unable to fulfill or perform any of the terms
or obli der this Agreement(other than Sponsor's obligation to pay)due to any event beyond either party's reasonable
control, in ng but not limited to:acts of God,fire,flood, natural disaster,war or threat of war, acts or threats of terrorism,civil
disorder, unauthorized strikes, public health emergencies (such as a result of epidemics and pandemics), any federal, state or
local government law, order, or regulation, order of any court or jurisdiction, or other similar occurrence beyond the reasonable
control of the parties(the"Force Majeure Event"), neither party shall be liable or responsible to the other, nor be deemed to
have defaulted under or breached this Agreement. Notwithstanding the foregoing,the affected party must diligently attempt to
perform(including through alternate means).If a party is prevented,hindered,or delayed in performing any of its obligations under
this Agreement as a result of the events outlined in this Section (even through alternate means), the parties shall in good faith
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Food Network South Beach Wine&Food Festival presented by Capital One February 20-23,2025
negotiate changes to this Agreement. For example, the parties agree that, if, due to the events outlined in this Section, the
Sponsor's benefit(s) or entitlement or portion of such benefits set forth in this Agreement become unavailable or become
impossible to provide,the parties shall mutually and reasonably agree on a different"make good" benefit or right or entitlement
that has substantially the same value as the unavailable benefit(s).
R. Insurance. Sponsor shall, at minimum, have and maintain the types and amounts of insurance that cov the Sponsor, and if
applicable, its subcontractor's exposure in performing this Agreement. Sponsor shall also comply w' and all venue's
insurance requirements, if applicable,and Sponsor shall provide copies of any insurance certificates quest by FIU and/or
the venue.The Festival,as a part of FIU is a public body corporate entity,warrants and represents self-funded for liability
insurance;the Festival is not required to obtain additional insurance for this Agreement. The F not liable for the acts of
third parties or the consequences of the acts of third parties.
S. Representations. Sponsor represents and warrants that it is not on the Convic dor Florida Statutes
§287.133(2)(a)). Sponsor also assumes such risk with respect to the willful or n t acts or of Sponsor's
subcontractors or persons otherwise acting or engaged to act at the instance onsor in furtherance sor fulfilling
Sponsor's obligations under this Agreement.
T. Sovereign Immunity. Nothing in this Agreement shall be construed as the s indemnification of Sponsor o iver of
sovereign immunity beyond that provided in Florida Statutes§768.28.
1111,
U. Drafting.No provision of this Agreement shall be interpreted for or ag ' party on the b 's that such party was the an
of such provision,and no presumption or burden of proof shall ari g or disfavorin rty by virtue of the authorship of
any provision of this Agreement.
V. Signatures. The parties hereby acknowledge and agree that this Agr ay b electronically and that such electronic
or facsimile signatures shall be deemed an original for all purposes. Th sent and warrant that any person signing
this Agreement electronically or causing this Agreement to be signed ele has the authority to do so and that such
electronic signature shall be sufficient to bind the r ective party under this A
W. Authority. Sponsor represents and warrants ment has been duly d, executed and delivered by and on
behalf of the Sponsor and constitutes the valid, able agreement ance with the terms hereof. If the
Agreement is signed by the Sponsor's representa age tative or ag events and warrants that: (1)it is
duly authorized to act for and on behalf of the Spo )that it is ter into e Agreement,and(3)that it shall be
jointly and severally liable for any breach of the Agre t.
X. Entire Agreement. This Agreement, along with a all ullllll s and app es attached hereto, sets forth the entire
understanding between the supersedes a ments, arrangements and communications, whether oral or
written, with respect to t ereof. No o eements, representations, warranties or other matters, whether
written or oral, shall b ed to bin arties hereto spect to the subject matter hereof. Sponsor acknowledges that
it is entering into t ' ement solely basis of the ents and representations contained herein.
SPONSOR ACKNO SAND AGR E FESTI HALL NOT CONFER ANY SPONSORSHIP BENEFITS
WHATSOEVER TO SP UNTIL SU ED CONTRACT BETWEEN THE FESTIVAL AND SPONSOR
IS IN PLACE.
By signi sor repr at Sponsor has had the opportunity to review this Agreement and agrees with all of the
term fined he duly authorized representatives of the parties hereby execute this Agreement as of
th five Date.
REED: AGREED:
lorida Keys and Key 1 Visit Florida The Florida International University Board of Trustees
v v v
DO NO N THIS DRAFT
Kara Franker David H.Snider
President/CEO Assistant Vice President, Business and Finance
The Florida Keys and Key West/Visit Florida Keys Florida International University
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Date: Date:
Page 8 of 11 The Florida Keys and Key West/Visit Florida Keys INITIALS:
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Food Network South Beach Wine&Food Festival presented by Capital One February 20-23,2025
EVENT APPENDIX A
The Event(s):
Event Name: Drag Brunch (the"Event")
Location: Miami Beach Bandshell, 7275 Collins Avenue, Miami Beach
Date(s)of Event: Sunday, February 23 Price Per Ticket: $225
Time of Event: 12pm—3pm Event Capacity': 400
Event Recognition: Supporting Sponsor
Terms related to the Event(s):
1. Activation. Sponsor will provide a table-top item to be served to guests. Sponsor will al a the opposk4�
ring in
a mutually agreed upon drag queen to represent the Florida Keys as part of the Even w. ponsor will refootprint of to accommodate the signature red shoe.Any custom, Sponsor-suppli lation must residefootprint, as described. All costs associated with the footprint, including, but ed to, equipment, degoods, etc., shall be the sole responsibility of Sponsor. All elements and must reside in Sponsor's(storage space is available for additional product on-site and must be d through the ' Producer)
proposal and color photograph for all elements of Sponsor activation gn must be sub the Festival by Friday,
November 15,2024 or within fifteen(15)days after execution of ement for I by the Site Producer,not
to be unreasonably withheld or delayed. Failure to meet this deadline ma ce ents of Sponsor's plan being
denied and/or will limit the time for denied elements to be revised. All Festi ble governmental fire and safety
codes, rules and regulations must be strictly adhered to.The Festival will have hority governing placement, layout,
installation and operation of all Festival-controlled ve
2. Product Requirement.As part of its activation at t u ill provide a req unt of product to serve all
guests at this Event. The featured products will be s to a ditional cos nt patrons.The Sponsor
will remove any unused product at the conclusion oft nt. Shoul h to ke any unused product at the
conclusion of the Event, it is the responsibility of the S to ma g nce for any unused product to
be removed from the site within the assigned breakdown an ar those prio angements on site with the Event
Manager.The Festival has nor or liability to th or any unused product once the Event has concluded.
Festival policy does NOT p n of on-sites sponsors; no cash and carry activity will be permitted at
any time.
3. On-Site Reco n' ' ponsor will rec ' cognition on all nt signage related to this Event, and in any verbal
recognition oft is sponsors by �^ I represent
Sponsor acknowledges and agrees that any number provided herein is an estimated number only and is not intended to be relied on by Sponsor as part of its
consideration in entering into this Agreement.
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EXHIBIT A
Official Guide
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Page 10 of 11 The Florida Keys and Key West/Visit Florida Keys INITIALS:
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Food Network South Beach Wine&Food Festival presented by Capital One February 20-23,2025
RAC ;, .u� h, . P
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Page 11 of 11 The Florida Keys and Key West/Visit Florida Keys INITIALS:
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Addendum
VFK Contract
Terms and Conditions
3406 North Roosevelt Blvd. Corporation d/b/a Visit Florida Keys he after-V
Customerf') and the Florida International University Board of T s,herein after* y"")
agree as set forth below.
VFK and Florida International University Board of Tru ereby ente nto this addendu
to the Sponsorship Agreement with Florida Internati niversity B 6f Trustees (`
Agreemenf"). and agrees to the following:
The Agreement includes and incorporates the Sponsorship A nt and this Addendum.
VFK is a not-for-profit corporation that Monroe Coun st Development Council
and is funded in part by the Monroe Cou u�� ty Commi „s (County).
The following provisions are required by 1
The Agreement is a P d under 19, Florida Statutes. The parties agree to
comply with Chapter tutes_
Payment will b e in accord with the L Government Prompt Payment Act, 218.70,
Florida Statu yments due under greement shall bear interest pursuant to the
Local Govern ompt shall submit to VFK invoices with Supporting
documentation th le to the Mo County Clerk of Court and Comptroller(Clerk).
Acce to the s based on generally accepted accounting principles and such laws,
ions a overn the Clerk's disbursal of funds.
ravel, as appr y VF 11 be reimbursed to the CONSULTANT, but only to the
extent and in the a is auth ized by Section 112.061, Florida Statutes and in accordance
ith Monroe Coun ode Chapter 2, Art. IIL, Div. 3 and Monroe County Travel Policies.
Th ty�sind ication is limited and subject to the sovereign immunity provisions of Sec.
768. i tes.
Maintena 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 parry to this Agreement or their authorized representatives,
shall have reasonable and timely access to such records of each other parry to this Agreement for
public records purposes during the term of the Agreement and for five years following the
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termination of this Agreement.If an auditor employed by VFK,the County or the Clerk 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. 11111,
Governing Law, Venue, Interpretation, Costs, and Fees: This Agreeme be governed
by and construed in accordance with the laws of the State of Florida applic contracts made
and to be performed entirely in the State. In the event that any cause o ministrative
proceeding is instituted for the enforcement or interpretation of thi eme Customer
and Company agree that venue shall lie in the appropriate c rt before th opriate
administrative body in Monroe County,Florida. This Agreemen Ul not be subject to on.
Attorney's Fees and Costs: The Parties agree that event any cause of acti
administrative proceeding is initiated or defended by arty relativ the enforcement
interpretation of this Agreement,the prevailing parry e entitled onable attorney's fees
and court costs, as an award against the non-pre prevail , a 1 include attorney's fees
and courts costs in appellate proceedings. Mediation proce ted and conducted pursuant
to this Agreement shall be in accordance with the Florida Ru ivil Procedure and usual and
customary procedures required by the ci ourt of Monroe
Nondiscrimination: The Parties agree the II o discrim against any person,
and it is expressly understood that upon a rminatao of co petent jurisdiction that
discrimination has occurred, this Agreeme toma t ithout any further action
on the part of any parry, eff ve the date o rder_ The ies agree to comply with all
Federal and Florida sta local ordi , as applicable, relating to nondiscrimination.
These include but a imi 1) Title of the Civil Rights Act of 1964 (PL 88-352)
which prohibits ination o e basis of color or national origin; 2) Title IX of the
Education A ent of 197 amended (2 C ss.1681-1683, and 1685-1686), which
prohibits dis tion on th Se n 504 of the Rehabilitation Act of 1973, as
amended (20 94), oration on the basis of handicaps; 4) The Age
Discrimination Ac s amended (42 C ss. 6101-6107) which prohibits discrimination
on of age; Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as
to non ination on the basis of drug abuse; 6)The Comprehensive Alcohol
se and A In Pr , Treatment and Rehabilitation Act of 1970 (PL 91-616), as
mended,relatin ndiscri on on the basis of alcohol abuse or alcoholism; 7) The Public
Health Service Ac 912, ss_ 23 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended,
lating to confiders of alcohol and drug abuse patient records; 8) Title VIII of the Civil
is Act of 1968 ( SC s. 3601 et seq.), as amended,relating to nondiscrimination in the sale,
r financing using; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101
No mayb nded from time to time, relating to nondiscrimination on the basis of
disabi roe County Code Chapter 14, Article II, which prohibits discrimination on the
basis of or, sex, religion, national origin, ancestry, sexual orientation, gender identity or
expression, milial 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
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but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of
Florida. VFK and Company 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 re ved by the
Customer and Company in conjunction with this contract and related to contractp ance. The
Customer shall have the right to unilaterally cancel this contract upon violati is provision
by Company.Failure of Company to abide by the terms of this provision sha erred a material
breach of this contract and the Customer may enforce the terms of this he form of a
court proceeding and shall, as a prevailing parry,be entitled to reimbu,I t of a ey's fees
and costs associated with that proceeding. This provision sha sd ive any t tion or
expiration of the contract. Company is encouraged to consult wi dvisors about Flo blic
Records Law in order to comply with this provision.
Non-Waiver of Immunity: Notwithstanding the prow' of Sec. 76 Florida Statutes,
of the Customer and Company in reement e acquisition of an
participation P Y q Y
commercial liability insurance coverage, self-insuranc age cal government liability
insurance pool coverage shall not be deemed a waiver to the extent of liability
coverage.
Non-Reliance by Non-Parties: No per all be entitle upon the terms, or any
of them, of this Agreement to enforce or p y third- aim or entitlement to
or benefit of an service or program coot ated het �' °��, VFK nd the Company agree
Y p g �� u ,
that neither the Customer nor the Company y a i loyee of either shall have
the authority to inform co 1 or otherwi at any pa icular individual or group of
individuals, entity ore entitleme enefits under this Agreement separate and
apart, inferior to, or or to mmunity neral or for the purposes contemplated in this
Agreement.
No Personal'liilll 'lity: No eem 11contained herein shall be deemed to be a
covenant or agr of t or employee of VFK in his or her individual
capacity, and no icer, agent or em loyee of VFK shall be liable personally on this
Agr be subs any personal liability or accountability by reason of the execution of
-Verify Syste ccord ith F.S. 448.095, Any Contractor and any subcontractor shall
register with ands tilize th U.S. Department of Homeland Security's F-Verify system to
erify the work auth tion status of all new employees hired by the Company during the term
e Contract and 11 expressly require any subcontractors performing work or providing
s pursuant t Contract to likewise utilize the U.S. Department of Hou le]and Security's
�� syste erify the work authorization status of all new employees hired by the
subco r g the Agreement term. Any subcontractor shall provide an affidavit stating that
the subc r does not employ, contract with, or subconstruct with an unauthorized alien.
Company s 1 comply with and be subject to the provisions of F.S. 448.095
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Non-Collusion Affidavit-Company by signing this Agreement, according to law on my 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 h been
arrived at independently without collusion, consultation, communication or agre or the
purpose of restricting competition, as to any matter relating to such prices wit ther bidder
or with any competitor; unless otherwise required by law, the prices whic een quoted in
this bid have not been knowingly disclosed by the bidder and will not isclosed by
the bidder prior to bid opening, directly or indirectly, to any other bi to an etitor;
and no attempt has been made or will be made by the bidder to in ce y other pe
partnership or corporation to submit, or not to submit, a bid for rpose of restricti
competition; the statements contained in this affidavit are t correct, and made with
knowledge that VFK and Monroe County relies upon the f the statements contained i
affidavit in awarding contracts for said project.
Florida International University Board of Trustees
Signature
Title
Date
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