HomeMy WebLinkAboutItem D2 D2
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
June 18, 2025
Agenda Item Number: D2
2023-4104
BULK ITEM: Yes DEPARTMENT: Tourist Development Council
TIME APPROXIMATE: STAFF CONTACT:
N/A
AGENDA ITEM WORDING: Report of Agreements for Contracted goods and services as
previously approved in the 2024-2025 Marketing Plan by the TDC and BOCC.
ITEM BACKGROUND:
The TDC approved the FY 2025 Marketing Plan at their meeting of February 5, 2025. The following
items were approved in the FY 2024-2025 Marketing Plan:
• World Pride
o Parade Viewing Sponsorship (Marketing Plan pages 77 and 93)
• Sales Shows:
o Smart Meetings (Marketing Plan Page 97)
PREVIOUS RELEVANT BOCC ACTION:
The BOCC approved the FY 2025 Marketing plan at the February 19, 2025 meeting.
INSURANCE REQUIRED:
No
CONTRACT/AGREEMENT CHANGES:
STAFF RECOMMENDATION: No action is needed. This is a report to transmit to the BOCC all
agreements for goods and services as needed to implement the approved items in the 2024-2025
Marketing Plan. The TDC approved the FY 2025 Marketing Plan at their meeting of February 5, 2025.
The BOCC approved the Marketing Plan at the February 19, 2025 meeting.
DOCUMENTATION:
VFK-DDC_WP_FP_Partnership_Agreement 2025-05-02—vl 002_,pdf
Smart Meetings Agreement and Addendu .pdf
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FINANCIAL IMPACT:
World Pride Activation Agreement
Sales show Agreement 76066-SC 00066
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Destination DC and 3406 North Roosevelt Blvd. Corporation d/b/a
Visit Florida Keys (VFK)
2025 Partnership Agreement
World Pride, Parade Viewing Event in Frankin Park
Saturday, June 6, 2025
12 - 6pm
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PARTNERSHIP SUMMARY
Washington DC is host city for World Pride 2025.
Destination DC will host a summer-fun, family-friendly event World Pride Parade viewing event in
Franklin Park, DC.The park is located along the parade route.
• Event date, Saturday,June 7, 2025
• Event time, 12—6 pm
• Set up, Friday June 6 and/or Saturday June 7, in the morning
• Strike, immediately following the event and/or Sunday,June 8.
PARTNERSHIP BENEFITS to VFK from DDC
Visit Florida Keys & Key West (VFK)will be recognized as an event partner. Benefits include
• VFK Logo in email invite &thank yous
• VFK activation and amenities at the event to include
o Performance artists
o Signature food item—purchased and shipped at VFK's expense. Managed and
distributed by event caterer with accompanying signage provided by DDC.
• Shaded sponsor tent area provided by DDC with table and chairs for VFK's use.
• Signage (pop up banners) provided by VFK displayed at sponsor tent and entertainment stage.
• VFK may contribute to client guest list to 20 companies/client names, each guest invited + 1
• Tix/attendees for VFK staff&guests to attend, up to 10
• Mention in DDC industry press release & recognition on partner page on Washington.org
• Recognition in DDC Tourism newsletter to client database
• Tickets from DDC to attend other World Pride events including
o Honors, 6/5/25, 2 tickets
o Human Rights Conference, 6/2-5/2025,4 tickets
Assets included here are only available through a Partnership package with Destination DC. They are not
available a-la-carte.
PAYMENT FROM VFK to DDC,$20,000
• Invoice to be presented by DDC to VFK, terms net 30.
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CONTACTS RESPONSIBLE FOR DELIVERING BENEFITS |N THIS AGREEMENT:
DESTINATION DC VISIT FLORIDA KEYS
Claire Carlin Joshua Cato
SVP Partnerships 8'A||iances Sales Manager LGBT{l+ 8' Domestic Markets
202'789'7048 305.4327441
L|NDER GLOBAL, Event logistics producer
Laura Sosa
Senior Event Architect
202.298.6970x1288
TERMS @kCONDITIONS
For the purposes of these terms and conditions, Visit Florida Keys & Key West is the "Sponsor".
a. Representations and Indemnification. Each party is solely responsible for any legal liability
arising out of or relating to any advertising copy, intellectual property or creative content (the
"Content")that it provides to the other party under this Agreement. Each party hereby
represents and warrants that it holds the necessary rights to permit the use of its Content by the
other party for the purpose of this Agreement, and that the use, reproduction, distribution, or
transmission of its Content by the other party will not violate any criminal laws or any rights of
any third parties, including,without limitation, such violations as infringement or
misappropriation of any copyright, patent, trademark, trade secret, music, image, or other
proprietary or property right, false advertising, unfair competition, defamation, invasion of
privacy or rights of celebrity,violation of any antidiscrimination law or regulation, or any other
right of any person or entity. Each party agrees to indemnify the other, and the other's
respective owners, employees, officers, directors, agents, affiliates, successors and assigns from
any and all liability, loss, damages, demands, claims, or causes of action, including reasonable
attorneys'fees and expenses that may be incurred by the other party, arising out of or related
to its breach of any of the foregoing representations and warranties.
b. Termination.
a. Either party may terminate this Agreement by written notice given to the opposite party
ninety(90) days in advance. Sponsor may be invoiced for the value of work already
incurred by Destination DC.
b. Destination DC shall have the right to terminate this Agreement by written notice given
to Sponsor at any time after any of the following shall occur: (i) Sponsor breaches, in any
material respect, any of the terms and conditions of this Agreement, including, without
limitation, any of its representations and warranties hereunder; (ii) Sponsor or any of
Sponsor's employees or guests engages in any illegal activity (iii) Sponsor fails to make
any payment required under this Agreement when due.
c. Failure to fulfill. In the event that the Sponsor does not fulfill its obligations in this Agreement,
Destination DC will invoice the Sponsor for the value of the benefits. Payment will be expected
net3U.
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d. Benefit Modification. Benefits are subject to change or modification by Destination DC. If a
benefit is not available or cancelled, a mutually agreed upon replacement will be substituted.
e. Intellectual Property. Neither party may use the intellectual property of the other without
securing prior,written approval of the other party, which approval the other party may grant or
withhold in its sole discretion.
f. Force Majeure. Each party shall be excused from its duty to perform any covenant or obligation
under this Agreement, except an obligation to pay any sums of money, in the event but only so
long as the performance is prevented, delayed or hindered by any act, event, or condition which
is beyond the reasonable control of the asserting party (each a "Force Majeure Event").The
term "Force Majeure Event" shall include, but not be limited to, acts of God,fire, earthquakes,
floods, explosions, severe weather, terrorist attacks,war, riots, strikes, lockouts, actions of labor
unions, epidemics, condemnation or other taking by the action of any governmental body, or
shortages.
g. Compliance with Laws & Permits. Sponsor hereby agrees to comply with all laws, regulations,
statutes, and ordinances applicable to Sponsor in connection with its business activities and
performance under this Agreement. Sponsor shall be responsible to obtain and secure all
necessary permits and licenses required to perform under this Agreement, including, without
limitation, any necessary business licenses.
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 Sponsorship 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.
Travel, as approved by VFK, shall be reimbursed to the Company, but only to the extent
and in the amounts authorized by Section 112.061, Florida Statutes and in accordance with
Monroe County Code Chapter 2, Art. III., Div. 3 and Monroe County Travel Policies.
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
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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 subjectto 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 parry relative to the enforcement or
interpretation of this Agreement,the prevailing parry shall be entitled to reasonable attorney's fees
and court costs, as an award against the non-pre prevailing parry, and shall include attorney's fees
and court 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 parry, 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.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 II, which prohibits discrimination on the
basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or
expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or
state statutes which may apply to the parties to, or the subject matter of, this Agreement.
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
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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 Security'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 Honicland Security's
E-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
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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 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.
Indemnification and Hold Harmless-The Company covenants and agrees to indemnify and hold
harmless VFK, the Monroe County Tourist Development Council, Monroe County and Monroe
County Board of County Commissioners, its officers and employees from third party liabilities,
damages, losses and reasonable costs, including but not limited to, reasonable attorneys' fees, to
the extent caused by the negligence,recklessness,or intentional wrongful conduct of the Company,
subcontractor(s) and other persons employed or utilized by the Company in the performance of
the contract. The extent of liability is in no way limited to, reduced, or lessened by the insurance
requirements contained elsewhere within this agreement. This indemnification shall survive the
expiration or early termination of the Agreement.
IN WITNESS WHEREOF,the parties hereto have executed this agreement as of the date first above
written.
SEE AND AGREED
Elliott L. Ferguson, II Diane Schmit
President &CEO Chair
Destination DC 3406 N Roosevelt Blvd Corp, dba Visit Florida Keys
5/23/2025
Date Date
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SMa'[-AL-meetings
experience the extraordinary
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Insertion
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Order: 36814853183
3406 North Roosevelt COPP dba Visit Florida Keys Liana Pyne
1201 White St, Ste 102 liana; flta-keys.com
Key West, Florida 33040 1-305-2961552
United States
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Order Comments
Product Campaign Qty Run Start Net Price Specs
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The Smart Meeting Events-08/03/2025- 1 August 3,2025 $5,800.00
-3 Day Bahamas Important action to
take by EVENT
ATTENDEE to suc-
cessfully participate
in the Event: Register
online
http://www.smartr-ne
etings,com/upcomin
g-events-listing Look
out for confirmation
email with next
steps.
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TotaI ..................................................._.. .... $5,800.00
Signature
Signature Date
Printed name&Job Title
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Purchase terms
Events&Advertising Agreement
Agreement is subject to the Bright Business Media, LLC Terms &Conditions below.
Events
TERMS&CONDITIONS
1. Defined Terms:The term"Event"means The Smart Meeting,The Smart Mart,and Smart FAM trips event described for the location
set forth above.The Event is organized,owned,and operated by Bright Business Media,LLC(hereafter referred to as"BBM").As
used hereinafter,the term"Organizers"means BBM,and each of their officers,directors,agents,affiliates,representatives,
employees and assigns,unless the context provides otherwise.The term"Exhibitor"or the"Client"means that the party applying for
and/or utilizing the exhibit space rental at the Event as evidenced by entry into this contract(the"Agreement").
2. BBM Events Schedule Published.
3. Description of the Event Space:Absent written confirmation from BBM,Exhibitor should not assume that BBM will provide internet,
telephone or electrical connections for use by Exhibitor.
4. Use and Subleasing:Exhibitor agrees to adhere to the following:
Exhibitor may not sublet his/her exhibit or attendance,space,nor any part thereof without BBM's prior written consent which may be
withheld at BBM's absolute discretion;
Exhibitor shall not exhibit,offer for sale,or advertise articles not manufactured or sold by the exhibiting Client,except where such
articles are necessary for the proper demonstration or operation of the Exhibitor's display,in which case identification shall be
limited to the manufacturer's normal regular nameplate;and
Exhibitor may not permit any non-exhibiting Client representatives to operate from his/her booth.Any determination by BBM shall,in
all instances,be final with regard to use of exhibit space.
S. Occupancy Default:Any exhibitor failing to occupy any contracted for space shall not be relieved of the obligation of paying the full
rental charge(the Bill Cost set forth above)of such space.If not occupied by the time set for completion of the installation of the
displays or BBM receives notice from Exhibitor that they will not attend the Event as an Exhibitor,such space may be taken by BBM,
and re-allocated or reassigned for any such purposes or use BBM may see fit without any refund or reduction in the Bill Cost or any
other fees otherwise due by Exhibitor.
6. Eligibility:BBM has the sole right to determine the initial and subsequent eligibility of any Client or product for inclusion in the Event.
7. Cancellation or Change of Event:In the event that the premises in which the Event is conducted should become unfit for occupancy,
unavailable,or substantially interfered with by reason of any cause or causes not reasonably within the control of BBM or its agents,
the Event may be canceled or moved to another location,at the sole discretion of BBM.BBM shall not be responsible for delays,
damage,loss,increased costs,or other unfavorable conditions arising by virtue of cause or causes not reasonably within the control
of BBM.Causes for such action beyond the control of BBM shall include,but are not limited to,fire,casualty,flood,epidemic,
earthquake,explosion,accident,blockade,embargo,inclement weather,governmental restraints,act of a public enemy,riot or civil
disturbance,impairment or lack of adequate transportation,inability to secure sufficient labor,technical or other personnel,labor
union disputes,loss of lease or other termination of the Event location,municipal,state or federal laws,or act of God.Should BBM
terminate this agreement pursuant to the provisions of this section,Exhibitor waives claims for damage arising there from,subject to
BBM's payment of a refund to the extent otherwise required.Refunds of"Paid Exhibit Space Fees"in the event of event termination
or cancellation by BBM shall be made to Exhibitor within thirty(30)days of notice,but will not be due if Exhibitor had previously
cancelled its participation,in which event any repayment or adjustment of the Bill Cost will be subject to Paragraph 7 below.
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8. Cancellation by Exhibitor:In the event of cancellation by an Exhibitor,regardless of cause prior to any cancellation of the Event by
BBM,Exhibitor shall be entitled to a limited refund or abatement of the Bill Cost according to the following schedule:If written notice
of cancellation is received 60 or more days prior to the event,50%of event fee shall be refunded to Exhibitor.If cancellation occurs
59 days or less prior to the date of the Event,no refund or abatement will be due to Exhibitor.BBM must receive written notification of
the cancellation.The date cancellation notice is actually received by BBM will determine whether any refund of monies already paid
or abatement of the Bill Cost will be due.In the event of either a full or partial cancellation of space by an exhibitor,BBM reserves the
right to reassign any canceled booth space,regardless of the reason for the cancellation.The subsequent reassignment of canceled
space will not relieve the canceling Exhibitor of the obligation to pay the Bill Cost.To the extent the Bill Cost has not been paid as of
the date of any cancellation by Exhibitor,any remaining Bill Cost will be due and payable within 15 days of cancellation.Client will
receive a 25%future credit based on any forfeited Bill Cost based on an Exhibitor's cancellation,provided that the Bill Cost is paid on
a timely basis.Any properly earned but unused credit can be utilized for a 12 month period after notice of cancellation against any
future purchases of BBM products or services.
Limitation of Liability:Notwithstanding any other provision hereof,BBM shall not be liable for any loss,damage,or liability incurred by
Exhibitor,or in connection with services furnished by BBM,whether due to the negligence of BBM or otherwise,unless said claim is
solely caused by BBM's gross negligence or willful misconduct.IN NO EVENT WILL BBM BE LIABLE FOR ANY LOST PROFITS,
LOST DATA,OR ANY FORM OF SPECIAL,INCIDENTAL,INDIRECT,CONSEQUENTIAL,OR PUNITIVE DAMAGES OF ANY KIND
(WHETHER OR NOT FORESEEABLE),EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.in no
event shall BBM's liability exceed the amount paid by Exhibitor to BBM for organization,planning and execution of the Event
irrespective of the cause of the loss,damage or liability.Exhibitor waives and agrees to make no claim for any reason whatsoever
against BBM,its employees,agents,or representatives for any loss of any nature including but not limited to,theft,damage,or
destruction of goods;nor for any injury,including death,to himself,employees,agents or representatives;nor for any damage of any
nature,including damage to Exhibitors business for failure to provide exhibit space;nor for failure to hold the Event as scheduled.
The Exhibitor is solely responsible for his/her or its own exhibition material and products,and is responsible to insure its exhibit and
any products from loss or damage from any cause whatsoever.It is understood that all property of an exhibitor is in his/her or its
care,custody,and control in transit to,or from,or within the confines of the exhibit hall.BBM shall bear no responsibility for the safety
of the exhibitor,its personnel,employees,agents or representatives or providing security for the event or any personal property
belonging to Exhibitor.
10. Indemnity:(I)Exhibitor shall defend,indemnify,and hold harmless BBM and BBM's directors,officers,employees,and agents from
any liability,claim of liability,expense,cause of action,loss,or damage whatsoever including attorneys fees arising out of or in any
way connected with the participation of Exhibitor or Exhibitor's agents,vendors,employees or representatives in the Event.Exhibitor
shall be responsible for the actions and failure to act of all parties retained by,through,or under Exhibitor in connection with this order
and the Event.(ii)Exhibitor shall without limitation as to time indemnify and save BBM harmless from all claims which may be
asserted against property covered hereunder,including without limitation mechanics liens or claims arising under Workers
Compensation or Occupational Disease laws and from all clams for injury to persons or property arising out of or related to such
property unless the same are caused solely and directly by Buyer's gross negligence or willful misconduct.
11. Insurance:Exhibitors hereby represent that they currently have or shall,at their sole cost and expense,procure and maintain through
the term of this contract,the following insurance that will cover Exhibitor's participation at the Event:Comprehensive General Liability
insurance with limits not less than$1,000,000 including Contractual Liability and Products Liability coverage and Workman's
Compensation in full compliance with all laws covering the Exhibitor's employees.Exhibitors must also have theft,public liability and
property damage insurance with combined single limits of at least$1,000,000.This insurance should include both bodily injury and
property damage coverage.Exhibitor expressly assumes all risk associated with,resulting from or arising in connection with
Exhibitor's participation or presence at the Event,including,without limitation,all risks of theft,loss,harm or injury to the person
(including death),property,business or profits of Exhibitor,whether caused by negligence,intentional act,accident,Act of God or
otherwise.Proof of such insurance shall be provided to BBM or its agent or representative upon request.
12. Damage to Property:Exhibitor shall be liable and indemnify BBM,including reasonable defense costs,for any and all damage
caused by Exhibitor,Exhibitors agents,vendors,employees or representatives to the facilities where the Event is held including,but
not limited to,building floors,walls,or columns,or to standard booth equipment,or to other exhibitor's personnel and property.
Exhibitor will not apply paint,lacquer,adhesive or other coatings to building columns,floors or walls,or to standard booth equipment.
13.Alcoholic Beverages:The dispensing,distribution or use of alcoholic beverages in the Event is prohibited without the express prior
written approval of BBM.
14. Hazardous or Flammable Materials:No hazardous materials or flammable fluids or materials of any nature,including decorative
materials,use of which is prohibited by national,state,or city fire regulations may be used in any booth. 1219
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15.Attendance:Admission policies shall remain at all times,the prerogative of BBM,and may be reasonably revised or amended at
BBM's sole discretion.
16. Event Personnel:Exhibitor representatives are restricted to personnel engaged in the display,demonstration,application or sale of
the Exhibitor's product or services.Booth personnel shall wear"exhibitor'badge identification furnished by BBM at all times while
they are in the exhibit area.All other employees and representatives of the exhibiting companies must register as Show Attendees.
BBM reserves the right to restrict or limit the number of Event representatives.All Exhibitors shall have representatives physically
present at their booths during all show hours.
17. Listing and Promotional Materials:By exhibiting at the Event,Exhibitors grant the organizer a fully-paid,perpetual non-exclusive
license to use,display,and reproduce the name of Exhibitors in any directory listing the exhibiting companies at the Event and to use
such names in promotional materials supporting the Event.Exhibitor,on behalf of itself,its employees,agents and representatives
grant the organizer a fully-paid,perpetual non-exclusive license to use,display and reproduce images,video,and audio of the Event
with respect to the Exhibitors and participants at the Event.BBM shall not be liable for any errors in any listing or descriptions or for
omitting any Exhibitor from the directory or other lists or materials.
18. Observance of Laws:Exhibitor shall abide by and observe all Federal,State and local laws,codes,ordinances,rules and regulations
of the Exhibit Facility(including any union labor work rules).Without limiting the forgoing,Exhibitor shall construct its exhibits to
comply with the Americans with Disabilities Act.
19.Assumption of Risks;Release:Subject to Paragraph 8,Exhibitor releases BBM and assumes sole responsibility for its property or
any theft,damage or other loss to such property(whether or not stored in any courtesy storage areas),including any subrogation
claims by its insurer and agrees to indemnify BBM with respect to any third party claim,including defense costs.Neither organizer
nor the Exhibit Facility accepts responsibility,nor is a bailment created,for property delivered to the Event by or to the Exhibitor.
20. Incorporation of Rules and Regulations:Any and all matters pertaining to the Event not specifically covered by this Contract shall be
subject to determination by the organizer.BBM may adopt rules or regulations from time to time governing such matters and may
amend or revoke them at any time,upon reasonable prior written notice to the Exhibitor.
21. Choice of Law and Jurisdiction;Attorneys'Fees:In the event of any dispute,California law shall apply,without regard to the conflict of
laws rules of any jurisdiction.All parties consent to the exclusive jurisdiction of the state and federal courts of the County of Marin,
California and the Northern District of California.In the event of any dispute,the prevailing party will be entitled to reimbursement of their
reasonable attorneys'fees and costs.
Advertising
TERMS&CONDITIONS
1. CLIENT RATES AND PAYMENTS.
Client agrees to pay the rates set forth on this Agreement. Payment in full shall be made by the Client no later than 30 days after
the date of publication of each ad. Client agrees to make all payments when due. Publisher shall charge interest at the rate of
1%-1.5%per month(or the maximum required by law,which ever is lesser)on any late payments. If Publisher seeks the
assistance of legal counsel to collect any delinquent payments, Client agrees to pay all attorneys'fees and costs incurred by
Publisher.
2. CANCELLATIONS AND POSTPONEMENTS.
Unless designated on the 10 as non-cancelable,Advertiser may cancel the entire 10, or any portion of the insertion without cost
or penalty provided it provides a written notice of cancellation to Smart Meetings no later than; a) Print: by published close date.
b)Digital: 25%of product rate shall be due if creatives are not received twenty-one(21)days prior to run date. Subsequently, if
creatives are not received fourteen(14)days prior to the run date, a full 50%late charge will apply.Any cancellations made after
a)or b)will be subject to a 50%cancellation fee and schedule recalculation for short rates. No cancellations will be accepted any
time after twenty-four hours before the run date and payment in full will be required for any attempted cancellations after that
time.All cancellations and postponements must be in writing and sent by email to and received by Smart Meetings'designated
sales representative at least twenty-four hours prior to the Media Schedule run date. Publisher assumes no responsibility for any
errors if proofs are returned approved and/or not corrected by the Advertiser within forty-eight(48)hours after the request for
proof approval is sent to Advertise r/Agency.Advertiser agrees to be liable to Smart Meetings for amounts due for any custom
content of development provided at Adviser's request, or to the extent necessary to run if the proofs submitted by the Advertiser
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are not run ready.An additional charge of$55O will be imposed for delayed creative approval and/or rescheduling of the
campaign start date. Please note that all rescheduling is based on Publisher's inventory availability at time of requested
rescheduling. If any ad materials are not timely received within the Media Schedule due date and cannot be published until after
the scheduled start date, Smart Meetings will still charge the Advertiser beginning on the originally scheduled 10 start date based
on the full 10 irrespective of the number of dates in which the materials are actually published. Smart Meetings will be under no
obligation to extend the scheduled dates of publishing absent some mutually agreed to additional compensation.
3. QUALITY OFPRODUCTION.
Publisher shall be the sole and final judge of the reproduction quality of ads published. Publisher shall not, however, be
responsible in any manner whatsoever for imperfect color reproductions resulting from poor quality transparencies orany
imperfections in transparencies ofartwork.
4 APPROVAL OFARTWORK.
The subject matter,*orm,mize,wording and artwork ofall pages submitted to the Publisher shall be subject to approval by the
Publisher. Client shall make no changes in pages submitted to Publisher except those changes,which, in Publisher's sole
discretion, are submitted in a reasonable and timely fashion. Publisher specifically reserves the right to unilaterally reject any ad
based upon its form or content.When*artwork furnished by Client occupies space other than specified in the spec mheet.
Publisher shall make reasonable efforts to communicate with Client for definite instructions. If Publisher is unable to promptly
secure definite instructions from Client, Publisher shall,without incurring any liability of any nature whatsoever, make such
changem,which in its sole dimcnetion,are proper under the circumstances.
5 PUBLICATION DATE.
Publication is scheduled for the date(s)stated on the front of the Agreement. In the event that the Publisher is unable to meet the
anticipated dates(s)for any reason beyond its control, including, but not limited to, strikes, business interruptions,storms,
accidents, emergencies and acts of God or government, Publisher shall have no liability or obligation to Client except to either
(a)publish the ad at a later publication date or(b)return all monies paid by Client for said ad,which option shall be in the sole
discretion ofPublisher.
O. CL|ENT8'VVARRANTY
Client warrants, represents and agrees that the ad(s)submitted to the Publisher will not infringe upon any copyright or violate
any other property or personal rights of any third party or include any scandalous, libelous or unlawful matter. Client further
warrants and represents that it has the right to publish the artwork contained in the pages.
7. LIABILITY OF PARTIES
In no event shall Publisher be liable under any circumstances for direct, indirect, incidental or consequential, liquidated,special
or exemplary damages or penalties(even if Publisher has been advised of the possibilities of such damages or the likelihood of
their occurring)including, but not limited to, loss of revenue or anticipated profits or lost business. Publisher's aggregate liability
arising from or relating to this agreement or any ad place hereunder shall not exceed the total amount of the payments made by
Client to Publisher under this agreement. Publisher shall have no liability for damages caused by client under this agreement.
Publisher shall have also no liability for damages caused by any third parties, including, but not limited to,third parties
performing services on Publisher's behalf. Client assumes all liability for all content, including, but not limited to,the form, size,
wording,typography,text representations and artwork for any ad and listings printed hereunder,and also assumes all liability for
any and all claims arising thereof made by any party against Publisher.The Client hereby agrees to
indemnify and hold harmless publisher, its officers, employees,agents, and affiliates from any and all costs, losses, liabilities,
|awmuits,c|aimm, damages and expenses resulting from, arising out of, directly or indirectly,the publication of any Client ad or
listing or from any other breach by client of this agreement. In regards to transparencies,the parties acknowledge that by normal
usage,surface scratches may occur which generally do not affect the quality of reproduction.Therefore, Publisher is not liable
for any such scratches. |timalso understood
and agreed to by the parties that the duties of the Publisher hereunder are ministerial in nature and that it shall not be liable for
any error of judgment,fact or law or the negligent commission or omission of any act.
8GENERALTERM8
The Agreement shall be binding upon and inure to the benefit of the parties hereto,their heirs, legal representatives,successors
and assigns.The Client may not assign this Agreement without the prior written consent of Publisher.This Agreement is made
under,and shall be construed in accordance with,the laws of the State of California.This Agreement may not be amended or
modified unless done so in a writing signed by both parties.This Agreement(and any exhibits hereto)shall constitute the
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5/29/25 12:01 PM Florida Keys u Key West Monroe County Tu0000n Incentive Experience
complete agreement and understanding of the parties with respect to its subject-matter, and supersedes all prior and
contemporaneous representations and/or agreements. If any provision of this Agreement shall be determined by a court of
competent jurisdiction to
be unconstitutional, in violation of any law, or otherwise unenforceable,then such provision shall become null,void and
unenforceable without affecting the validity of any other provision of this Agreement,which shall remain binding upon the parties
hereto and continue to full fomeandeffect.A waiver by either party to any breach or default under this Agreement by the other
party shall not be considered a waiver of any subsequent breach or default ofthe same or other provision hereunder orofany
other rights possessed by the waiving party under this Agreement.
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Addendum
VFK Contract
Terms and Conditions
3406 North Roosevelt Blvd. Corporation d/b/a Visit Florida Keys (herein after "VFK" or "Customer" and
Bright Business Media, LLC (herein after"Company") agree as set forth below.
VFK and Bright Business Meida, LLC hereby enter into this addendum to the Insertion Order("Agreement")
and agrees to the following:
This Agreement includes and incorporates the Insertion Order and this Addendum. To the extent that any
terms conflict, the language as set forth in this Addendum shall supersede any other terms and shall be
binding.
VFK is a not-for-profit corporation that supports the Monroe County Tourist Development Council and is
funded by tourist development taxes which are administered by the Monroe County Board of County
Commissioners (County).
The following provisions are required by law and policy.
This Agreement is subject to the approval of the payment of the expenditure under this Agreement by the
County. No valid contract exists, and no payment shall be made until approval bythe Monroe County Board
of County Commissioners.
This Agreement is a Public Record under Chapter 119, Florida Statutes. The parties agree to comply with
Chapter 119, Florida Statutes.
Payment will be made in accordance with the Local Government Prompt Payment Act, 218.70, Florida
Statutes. Payments due and unpaid under the 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 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.
Travel, as approved by VFK, shall be reimbursed to the Company, but only to the extent and in the amounts
authorized by Section 112.061, Florida Statutes and in accordance with Monroe County Code Chapter 2,
Art. III, Div 3 and Monroe County Travel Policies.
The County's indemnification is limited and subject to the sovereign immunity provisions of Sec. 768.28,
Florida Statutes.
This Agreement shall not exceed $150,000.00. Any automatic renewal is subject to this not to exceed
amount of$150,000.00
Maintenance of Records: Company shall maintain all books, records, and documents directly pertaining
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
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purposes during the term of this 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, runningfrom the date the monies were
paid to Company.
Governing Law, Venue, Interpretation, Cost 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-prevailing party, and shall include attorney's fees and court 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.
Nondiscriminiation: Event Coordinator and County 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. Event Coordinator and County 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 in employment on the basis of race, color, religion, sex, and national origin; 2)Title IX of the
Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits
discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC
s. 794), which prohibits discrimination on the basis of disabilities; 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
may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe
County Code, Chapter 14,Article II,which prohibits discrimination on the basis of race, color, sex, religion,
disability, 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
hereto, 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
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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 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 wavier 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 orgroup of individuals, entity or entities, have entitlements
or benefits under this Agreement separate and apart, inferior to, or superiorto 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. 488.095,Any Contractor or subcontractor shall register with and
shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization
status of all new employees hired by 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 Homeland Security's E-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 subcontract 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.
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Indemnification and Hold Harmless- The Company covenants and agrees to indemnify and hold
harmless VFK, the Monroe County Tourist Development Council, Monroe County and Monroe County
Board of County Commissioners, its officers and employees from third party liabilities, damages, losses
and reasonable costs, including but not limited to, reasonable attorneys'fees, to the extent caused bythe
negligence, recklessness, or intentional wrongful conduct of the Company, subcontractor(s) and other
persons employed or utilized by the Company in the performance of the contract. The extent of liability is
in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this
agreement. This indemnification shall survive the expiration or early termination of the Agreement.
Insurance—VFK has the following insurance policies:
General Liability$1,000,000
Workers' Comp $100,000 as per Florida Statutes
VFK will not obtain or be required to obtain any other policies imposed by Company
Bright Business Media, LLC
Signature
Kerry Latham, Associate
Publisher
Title
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