Backup Documents 04/12/2016 Item #16F5 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
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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 08/31/16
4. BCC Office Board of County -1>F
Commissioners \r‘S - kat\l(e
5. Minutes and Records Clerk of Court's Office Q
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 Michael Obyc 252-6293
Contact/ Department
Agenda Date Item was April 12,2016 V Agenda Item Number 16F5
Approved by the BCC
Type of Document All American Games FBU 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)
1. Does the document require the chairman's original signature STAMP OK CMG
2. Does the document need to be sent to another agency for additio . •_•: es? If yes, CMG
provide the Contact Information(Name; Agency; Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman,with the exception of most letters,must be reviewed and signed 4ri..0
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 April 12 2016 and all changes made CMG
during 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
BCC, all changes directed by the BCC have been made,and the document is ready for the
Chairman's signature.
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
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MEMORANDUM
Date: September 12, 2016
To: Michael Obyc, Tourism Sales Specialist
Tourism Department
From: Teresa Cannon, Deputy Clerk
Minutes & Records Department
Re: All American Games FBU Agreement
Attached is an original of the agreement referenced above (Item #16F5)
approved by the Board of County Commissioners on April 12, 2016.
The Minutes & Records Department will hold the second original
agreement in the Board's Official Record.
If you have any questions please feel free to contact me at 252-8411.
Thank you.
Attachment
l6F
ate
ALL AMEFi1CAN GAMES
March 10,2016
Naples, Marco Island, Everglades CVB
2660 Horseshoe Drive Suite#105
Naples. FL 34104
In accordance with our discussions with Naples.Marco Island,Everglades Convention and
Visitors Bureau(CVB), a part of Collier County Government(County),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 Board of County Commissioners.
located at 3301 Tamiami Trail East,Naples. FL 34112 for ("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 17-20, 2016 and TBD in
December 2017.
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.
II. Sponsorship/Operational Event Costs including essential site costs such as field rental fees,
local transportation of teams,medical coverage at events,officials.hospitality, site costs.
A. Operational Benefits. The CVB shall provide, directly or through third parties, the
operational 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 tourist tax revenues.
III. Right of First Negotiation
A. Extension: Right of First Negotiation.
The parties hereto agree that the Term of this Agreement with Collier County is to be the
official Host Community of the National Championship for the 2016 through 2017
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 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.
C
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IV. Additional Terms
A. Licenses.
1. During the term of this Agreement. County 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
their advertising agency of record 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 County 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,
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 or County shall seek to
register any name or trademark that includes or is confusingly similar to the
FBU Marks.
C>{.J
Naples Sponsorship Agreement Page 2
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B. Representations, Warranties and Indemnifications.
1. 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 Commissioners:
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. The County and 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
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.
Naples Sponsorship Agreement Page 3
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E. Limitation of Liability.
I. 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.
I. 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
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
Naples Sponsorship Agreement Page 4
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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.
1. 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. The contact for the CVB shall be
Michael Obyc at 2660 N. Horseshoe Drive#105 Naples. FL 34104.
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
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, et
Naples Sponsorship Agreement Page 5
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.
I. 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
By:40i1/L.4.4 _1-.A/
411111WIN 1 10/1 ;? ((; —
Title: :6/ ,4 J. r
Dated: 6
ATTEST: BOARD OF COUNTY COMMISSIONERS
DWIGHT E. BROCK,;C LERK COLLIER UNTY,FLORIDA,
• By:
emle
*test as • Clerk Donna Fiala,Chairman
cl'.11*Af,f/orq0.0f. ,A
Approved Tobin and legality: Dated: •,VZNNIo
Co,mi
olleen M. Greene
Assistant County Attorney
Naples Sponsorship Agreement Page 6
MM.
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Schedule I -A
Naples, Marco Island, Everglades Convention & Visitors Bureau Operational Consideration
FBU National Championship Expenses 2016
Expenses to be Paid By Collier County I Vendor Projected Cost
Stadium Rental Fees and Event Staffing (site $25,985.00-To Collier County Public Schools and
managers.custodians,event clean up etc.) City of Naples for Fleishman Park as facilities to
meet the needs of the FBU event per FBU contract
attached.
Team Transportation to and from stadiums by local $20,000.00 — As our portion of the total
transportation company transportation cost as outlined in FBU agreement.
Game Officials and Athletic Trainers $15,300.00 — To All American Games, Inc. per
contract attached for game officials and trainers for
this event.Trainers are independent contractors.
Hospitality accommodations for FBU staff and $10,600.00 — To host hotel for event staff as
event workers. chosen by FBU. All hospitality accommodations
will be secured from local vendors following the
Board's Procurement Ordinance.
Trophies for winning teams $600.00 —Will obtain quotes per the Board's
Procurement Ordinance from local trophy
companies and County approved vendors
Player and parent welcome reception $10,200.00 — Will obtain quotes per the Board's
Procurement Ordinance from local and County
approved vendors for specialty items
Law Enforcement for security during games $3,315 — To City of Naples Police and Collier
County Sheriff for security per FBU contract
attached.
Total $86,000.00
Expenditures to be paid by Collier County in compliance with Collier County's Purchasing
Ordinance and Policies.
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Naples Sponsorship Agreementb