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Backup Documents 11/18/2014 Item #16F3 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 16F3 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. 2. 3. County Attorney Office County Attorney Office CMG 12/5/14 4. BCC Office Board of County -7‘k Commissioners \r‘•(‘ A''/ (Z %V1\ 5. Minutes and Records Clerk of Court's Office PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Chris O'Brien,T rism Phone Number 252-4267 Contact/ Department Agenda Date Item was 11/18/14 Agenda Item Number 16-F-3 Approved by the BCC Type of Document Football University Agreement Number of Original One Attached Documents Attached PO number or account n/a number if document is to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) I. Does the document require the chairman's original signature? CMG 2. Does the document need to be sent to another agency for additional signatures? If yes, CMG See note provide the Contact Information(Name;Agency;Address; Phone)on an attached sheet. below 3. Original document has been signed/initialed for legal sufficiency. (All documents to be CMG signed by the Chairman, with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's CMG Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the CMG document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's CMG signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip CMG should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 11/18/14 and all changes made during CMG the meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes, if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the C�� BCC,all changes directed by the BCC have been made, and the document is ready for . e Chairman's signature. Please contact Chris O'Brien when ready (4267) I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 1 6 F 3 MEMORANDUM DATE: December 8, 2014 TO: Chris O'Brien, Events & Marketing Coordinator Tourism Department FROM: Teresa Cannon, Deputy Clerk Minutes and Records Department RE: Football University Agreement Attached for your records are the originals of each agreement referenced above, (Items #16F3) approved by the Board of County Commissioners on November 18, 2014. Please forward for an additional signature and return the fully executed Originals back to the Minutes & Records Department to be held in the Board's Official Records. I can provide you with a certified copy if you need one for your records. If you have any questions, please contact me at 252-8411. Thank you. Attachments (5) Ark --ter 1 6 ' 3 ALL AMERICAN GAMES As of October 28, 2014 Naples, Marco Island, Everglades Convention and Visitors Bureau 2800 Horseshoe Drive Naples, FL 34104 Gentlemen: In accordance with our discussions with Naples,Marco Island,Everglades Convention and Visitors Bureau, this letter ("Agreement") sets forth the agreement among Football University, LLC ("FBU"), located at 100 Forge Way, Suite 1, Rockaway, New Jersey 07866, and the Collier County Tourism Department dba Naples, Marco Island, Everglades Convention and Visitors Bureau, located at 2660 Horseshoe Drive suite 105, Naples, FL 34014 ("CVB"), for the CVB's participation as a national sponsor and Naples as the host city of the FBU National Championship and related events (the "National Championship")to be played during the week of December 15 - 21, 2014 and December 16-22, 2015. I. Elements of the National Sponsorship of the National Championship. A. CVB elements. 1. Naples, Florida shall be designated the Host City of the FBU National Championship for 6th, 7th, 8th grade and associated Youth All-Star games e.g. Eastbay All American games and youth clinics and the CVB shall receive the additional sponsorship elements set forth on Schedule I—A hereto. II. Sponsorship/Operational Event Costs including to essential site costs such as field rental fees, local transportation of teams, medical coverage at events, officials, hospitality, site costs, up to $40,000. A. Operational Benefits. The CVB shall provide, directly or through third parties, the operational benefits set forth on Schedule II — B hereto as consideration for the sponsorship benefits set forth on Schedule I — A. Expenses and costs are subject to approval and appropriation by Board of County Commissioners and will be in compliance with legal uses of tourism tax revenues. 100 Forge Way, Rockaway, New Jersey 07866 16F3 III. Right of First Negotiation A. Extension; Right of First Negotiation. 1. The parties hereto agree that the Term of this Agreement with Collier County is to be the official Host City of the National Championship for the 2014 through 2015 editions of the National Championship. Additionally, within thirty (30) days following the Term, FBU and the CVB and then-current advertising, marketing and public relations agency with respect to the National Championship, FBU shall deliver a proposal for the terms and conditions for a renewal of such sponsorships ("Proposal"). The CVB/Paradise shall have the exclusive right of negotiation with respect to the Proposal for thirty (30) days following delivery of the Proposal ("Negotiation Period"). At this time based on the success of the event the extension of term will be renewed or terminated via written agreement. IV. Additional Terms A. Licenses. 1. During the term of this Agreement, CVB grants FBU a limited license to use the designation of Naples as the Host City of the National Championship in online and print marketing and the CVB trademarks delivered by CVB or Paradise to FBU, and to use all CVB proprietary creative materials, trade names, logos and artwork created by CVB and delivered to FBU pursuant to the terms of this Agreement (collectively "CVB Marks") for the sponsorships and activities described herein, in the performance of FBU's responsibilities hereunder. FBU will honor any reasonable request by the CVB to cease using, or modify its use of, any CVB Marks in particular materials. Except for the rights expressly granted by the CVB with respect to the CVB Marks, the CVB reserves all rights in and to the CVB Marks, including but not limited to the right to sublicense the CVB Marks to third parties. The CVB Marks are trademarks exclusively owned and controlled by the CVB and that all goodwill associated with the use of the CVB Marks shall inure to the benefit of the CVB. FBU shall not seek to register any name or trademark that includes or is confusingly similar to the CVB Marks. 2. During the term of this Agreement, FBU grants the CVB a limited license to use the designation of Naples as the Host City of the National Championship in online and print marketing and the FBU trademarks delivered by FBU to the CVB, and to use all FBU proprietary creative materials,trade names, logos and artwork created by FBU and delivered to the CVB pursuant to the terms of this Agreement, including but not limited to, the National Championship logo (collectively "FBU Marks") for the sponsorships and activities described herein, in the performance of the CVB's responsibilities hereunder. The CVB will honor any reasonable request by FBU to cease using, or modify its use of, Naples Sponsorship Agreement Page 2 16F3 any FBU Marks in particular materials. Except for the rights expressly granted by FBU with respect to the FBU Marks, FBU reserves all rights in and to the FBU Marks, including but not limited to the right to sublicense the FBU Marks to third parties. The FBU Marks are trademarks exclusively owned and controlled by FBU and all goodwill associated with the use of the FBU Marks shall inure to the benefit of FBU. Neither the CVB shall seek to register any name or trademark that includes or is confusingly similar to the FBU Marks. B. Representations, Warranties and Indemnifications. 1. The Collier County represents and warrant solely for the benefit of FBU that: a) It has the right, power and authority to enter into this Agreement as approved by Board of Collier County; b) Entering into this Agreement does not violate any agreement between the parties and any third party; and c) That the products, services, information or materials provided by or on behalf of the CVB, when used in accordance with this Agreement, do not infringe any existing U.S. copyrights, patents, trademarks, or other intellectual property rights of any third party. Each of the CVB warrants that it has the right to provide the products, services, information or materials in accordance with the terms and conditions of this Agreement and such products, services, information or materials shall not infringe the intellectual property rights nor improperly provide the trade secret any third party. 2. FBU represents and warrants that: a) It has the right, power and authority to enter into this Agreement; b) Entering into this Agreement does not violate any agreement between the parties and any third party. 3. INDEMNIFICATION To the maximum extent permitted by Florida law,the FBU shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the FBU or anyone employed or utilized by the FBU in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole Naples Sponsorship Agreement Page 3 1 6 F 3 negligence of Collier County. The foregoing indemnification shall not constitute a waiver of sovereign immunity beyond the limits set forth in section 768.28, Florida Statutes. Each party shall promptly advise the other in writing of any claim or demand against the other party or known to a party related to or arising out of the other party's activities under this Agreement. E. Limitation of Liability. 1. IN NO EVENT NO PARTY HERETO SHALL BE LIABLE TO THE ANOTHER, OR ANY THIRD PARTY, FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST DATA) ARISING OUT OF THIS AGREEMENT (WHETHER FOR BREACH OF CONTRACT,TORT,NEGLIGENCE, OR OTHER FORM OF ACTION) OR ITS TERMINATION, AND IRRESPECTIVE OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. F. Confidential Information. 1. The parties shall keep in confidence, and shall neither use nor disclose to any third party, any information concerning this Agreement, or any other non-public information concerning the parties or any information proprietary to the parties (collectively,the "Confidential Information"), which may be disclosed to the other party in connection with this Agreement. Neither party shall use the name of the other party in any publicity release, advertising or otherwise without the other party's prior written approval. The provisions of this section shall survive any termination of this Agreement. Confidential Information does not include information that: (i) is or becomes part of the public domain, other than through breach of this Agreement by recipient; (ii)is required to be disclosed by court order or other legal process; (iii) is disclosed to the recipient by a third person after the full execution of this Agreement, and that third person has a legal right to make such disclosure; or (iv) is known to the recipient before receipt thereof under this Agreement or is independently developed by or for the recipient without reference to Confidential Information received from the disclosing party, as evidenced by its written records. This paragraph shall survive the expiration or termination of this Agreement for a period of one(1)year. This Agreement is subject to the provisions of Ch. 119, Fla. Stat., Florida's Public Records Law. G. Term and Termination. 1. The term of this Agreement shall commence as of the date the Agreement is executed by both parties, unless terminated earlier as set forth below, or extended in accordance with the provisions of Section (III)(A) hereof. Each party may immediately terminate this Agreement in event of notice of breach by the other Naples Sponsorship Agreement Page 4 16F3 4 party and such other party's failure to cure such breach within thirty (30) days of written notice of such breach. H. No Assignment; Independent Contractors. 1. The parties have entered into this Agreement based upon the particular reputation, capabilities and experience of the other party. Accordingly, the parties may not assign this Agreement or any of its rights hereunder, nor delegate or otherwise transfer any of its rights or obligations hereunder to any unrelated third party, unless the prior written consent of the other party shall first be obtained. Notwithstanding anything to the contrary in the foregoing, the CVB acknowledge and agree that certain obligations of FBU may be performed by affiliates thereof or its contractors. Moreover, the parties are independent contractors and neither has any authority to bind the other in any agreement or obligation. This Agreement does not create a joint venture, partnership or other relationship of any kind, or an obligation to form any such relationship between the parties. I. Notices. 1. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, or by next-day delivery service by a nationally recognized overnight courier,with confirmation of receipt,addressed to the parties at the addresses indicated on the first page hereof and to the individuals signing this Agreement on the execution page hereof. J. Severability. 1. If any provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, such provision shall be excluded from the Agreement, which shall continue to be valid and enforceable in all other respects to the fullest extent permitted by law. K. Governing Law. 1. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, exclusive of its rules related to choice of laws. Any action or proceeding commenced by either party in connection with this Agreement shall be commenced exclusively in the state or federal courts situated in the Collier County or the Middle District of Florida, State of Florida. L. Entire Agreement; Amendment. 1. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, understandings, and communications between the parties, whether oral or written, with respect to the Naples Sponsorship Agreement Page 5 II b. 1 6 F 3 subject matter hereof. This Agreement may be amended or modified only with the mutual written consent of both parties. A waiver of any provision of this Agreement in a given instance will not be deemed a waiver of such provisions at any other time. M. Force Majeure. 1. Neither party shall be liable for failure to comply with any of the terms and conditions of this Agreement when such failure to comply has been caused by fire, labor dispute, strike, war, insurrection, terrorism, government restrictions, natural disasters, weather, acts of God or other circumstances beyond the reasonable control of the parties("Force Majeure"). The party affected by such Force Majeure shall give prompt notice to the other party of such Force Majeure, and shall take whatever steps are reasonably necessary under the circumstances to attempt to relieve the effect of such Force Majeure. N. Counterparts. 1. This Agreement may be executed by manual or facsimile signatures and in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF,the parties have caused this Agreement to be executed by their duly authorized representatives as of the date shown below. Football University, LLC Collier County / Naples, Marco Island, and Everglades Convention Visitors Bureau By: I ia — Name:a-1 (,/'S Z b1, Name: c,� Title: Com, cto Title: D/ c'72",fe Dated: /D2?( t� Dated: 12 /rfry' ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGHT E. BROCK, CLERK COLLIER COUNTY, F ORIDA, Lcz .)1/4.154t6Q,....c),4\40,Sz By: �/� i fr Attest as to t�lJii pi y Clerk om Henning Chairman Naples Sponsorship Agreement Page 6 16F3 Approved as to form and legality: N11;-14A1/'(fik_L Colleen M. Green Assistant County Attorney Naples Sponsorship Agreement Page 7 1 6 F 3 Schedule I - A Naples, Marco Island, Everglades Convention & Visitors Bureau Sponsorship Elements • Year-Round promotion within all FBU programs and events of Collier County as a destination — Opportunity for representatives of CVB to attend events, e.g. FBU Top Gun • Tournament games will include regional site for 1St & 2nd Rounds totaling 12 games • Semi-Final & Finals site for the 5th & 6th round totaling 9 - 12 games • All appropriate event organizing/execution staff • 2014 and 2015 location for National Championship of 6th 7th, 8th grade level National Tournament • 2014 and 2015 locations for the associated age group Youth All Star games Naples Sponsorship Agreement Page 8 1 6 ' 3 Schedule II - B Naples, Marco Island, Everglades Convention & Visitors Bureau Operational Consideration • Up to $10,000 to be used for transportation during Championship Week • Rent-free venues,Naples High School ; Fleischmann Park or other local facilities for National Championship games, Eastbay games, Rounds 1 & 2 games,practices, clinics, and combines • Tourism Department/Local organizing committee that will provide the following (valued up to $40,000) (no cash value): — Volunteers — Athletic Trainers — Police/Security — EMT/Trainer Support — Game Officials — Scorekeepers — PA Announcers — Festival type atmosphere — Kick—off Party if applicable — Hospitality tent/room for all event personnel/volunteers/officials — Concessions operations at all games — Site Managers — Team Hosts — Adequate parking for games — Adequate rest room/port-a john facilities at all venues — Radio rentals — Tent rentals and chairs if applicable — Welcome gift for each player/family — Apparel for all volunteers/CVB staff • Banner Sponsorship of$1000.00 for logo banner • CVB will gather rates and arrange hotel room blocks at best available price • CVB will arrange at no additional expense to FBU, a registration center, media center, and meeting rooms within a headquarters hotel. • Ten complimentary hotel rooms throughout championship week for FBU staff • National and Regional public relations and marketing • All necessary game equipment • Dedicated CVB Intern to FBU National Championship • Event will be billed locally as the foremost Collier County Sports Event of the year • Naples, Marco Island and Everglades sponsored MVP trophies for each age level • Two courtesy cars throughout championship week • Discounts to local attractions and restaurants • Expert assistance with logistics and event planning throughout the year Naples Sponsorship Agreement Page 9